10-K/A 1 inovatech10ka043008.htm inovatech10ka043008.htm
INOVA TECHNOLOGY RESTATEMENTS
 
A summary of the adjustments for all periods is in the spreadsheet below:
 
 
                     
Cumulative
               
Cum
Cum
Cumulative
effect to
   
Amortization
Management fee
Total
amort
Mgt fee
earnings effect
restate
                       
  7/05  
        20,036
   
     30,000
 
      50,036
      20,036
      30,000
        50,036
         50,036
                         
  10/05  
        30,054
   
     45,000
 
      75,054
      50,089
      75,000
      125,089
       125,089
                         
  1/06  
        30,054
   
     45,000
 
      75,054
      80,143
    120,000
      200,143
       200,143
                         
  4/06  
        30,054
   
     45,000
 
      75,054
    110,196
    165,000
      275,196
       275,196
                         
  7/06  
        30,054
   
     45,000
 
      75,054
    140,250
    210,000
      350,250
       350,250
                         
  10/06  
        30,054
   
     45,000
 
      75,054
    170,303
    255,000
      425,303
       425,303
                         
  1/07  
        30,054
   
     15,000
 
      45,054
    200,357
    270,000
      470,357
       470,357
                         
  4/07  
        30,054
       
      30,054
    230,410
    270,000
      500,410
       500,410
                         
  7/07  
        30,054
       
      30,054
    260,464
    270,000
      530,464
       530,464
                         
  10/07  
        30,054
       
      30,054
    290,517
    270,000
      560,517
       560,517
                         
  1/08  
        30,054
       
      30,054
    320,571
    270,000
      590,571
       590,571
                         
  4/08  
        30,054
       
      30,054
    350,624
    270,000
      620,624
         90,000
                         
  7/08  
        10,018
       
      10,018
    360,642
    270,000
      630,642
         90,000
                         
  10/08  
0
       
               -
    360,642
    270,000
      630,642
         90,000
                         
     
      360,642
   
   270,000
 
    630,642
       
                         
                         
                         
                         
     
* This table respresents the changes originally identified for WB equity/management fee/amortization only
 

 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
 

 
FORM 10-KSB
 

 
x] ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For Fiscal Year Ended
April 30, 2007

Commission File # 000-27397
 
INOVA TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation or organization)
 
98-0204280
(IRS Employer Identification Number)

233 Wilshire Boulevard, Suite 400, Santa Monica, California 90401
(Address of principal executive offices)(Zip Code)

800-757-9808
(Registrant's telephone no., including area code)
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $0.001 PAR VALUE
 
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 o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Revenues for year ended April 30, 2007: $1,615,187
 
Number of shares of the registrant's common stock outstanding as of August 10, 2007 was: 1,820,222.
 
 DOCUMENTS INCORPORATED BY REFERENCE 
 
Form 8-K filed on June 4, 2007.
 
Transitional Small Business Disclosure Format (Check one): Yes x; No o
 


 
Inova Technology Inc.

Form 10-KSB

TABLE OF CONTENTS



     
     
  
PART I
Page
Item 1. 
Description of Business
3
Item 2. 
Description of Property
6
Item 3
Legal Proceedings
6
Item 4
Submission of Matters to a Vote of Security Holders
7
  
  
PART II
 
Item 5. 
Market for Common Equity and Related Stockholder Matters
 7
Item 6. 
Management’s Discussion and Analysis or Plan of Operations
7
Item 7. 
Financial Statements
7
Item 8. 
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
19
Item 8A.
Controls and Procedures
19
  
  
  
  
PART III
  
Item 9.
Directors, Executive Officers, Promoters and Control Persons;
20
Item 10.
Executive Compensation.
  21
Item 11.
Security Ownership of Certain Beneficial Owners and Management
 21
Item 12.
Certain Relationships and Related Transactions
22
Item 13.
Exhibits
22
Item 14.
Principal Accountant Fees and Services
 
 
  
  
 

 

PART I 


Inova Technology Inc. was incorporated in Nevada on May 16, 1997, as Newsgurus.com, Inc. and changed its name to Secure Enterprise Solutions Inc. on January 10, 2002, to Edgetech Services Inc. and finally to Inova Technology, Inc. on August 17, 2006. Edgetech was is in the business of providing information technology (“IT”) security consulting services, and during fiscal 2004, began to sell security hardware. Edgetech operated from offices in Toronto, Canada. Edgetech is no longer selling security hardware as a result of a disposition of such operations in late 2005.

On June 1, 2005, Edgetech entered into an agreement with the shareholders of Web’s Biggest, Inc., (a California Corporation), Mr. Xavier Roy of Los Angeles, California, and Advisors LLC, an Iowa Limited Liability Corporation  (collectively, “Web’s Biggest”) which resulted in Edgetech issuing 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Edgetech.

On October 18, 2006, Edgetech bought Data Management, Inc., a Nevada corporation (“DM”) in exchange for 25 million convertible preferred shares. The convertible shares used to acquire DM represent approximately 90% of the voting stock of Edgetech on a fully diluted basis. DM is an entity owned by two business entities (Southbase LLC and Advisors LLC) which are owned by Mr. Adam Radly and Mr. Paul Aunger, both officers, directors and controlling shareholders of Edgetech. DM had only fixed assets when acquired by Edgetech and no other assets, liabilities or operations.

Concurrently, Edgetech sold its wholly-owned subsidiary, Web’s Biggest Limited, to Advisors LLC in exchange for 25 million convertible preferred shares of Edgetech Services, Inc. held by Advisors LLC.   

The 25 million convertible preferred shares given to buy DM are the same 25 million convertible preferred shares received from the sale of Web’s Biggest.  
 
In connection with the DM and Web’s Biggest transactions, Southbase and Advisors agreed privately that Southbase would pay Advisors $100,000 for Advisors to convert their 25 million shares of convertible preferred stock issued in prior years, into common shares with 274,668,981 common shares to Advisors and 359,163,519 common shares to Southbase.  
 
Prior to these transactions described above, the Company was controlled by Advisors LLC, an entity associated with Mr. Paul Aunger, an officer and director of the registrant. When the transactions described above were completed, this resulted in a change of control of the Company and the controlling shareholder became Southbase International Ltd., an entity owned by Mr. Adam Radly, an officer and director of the Company. Prior to these transactions, the unaffiliated shareholders of the Company owned approximately 10% of the Registrant and continue to own approximately 10% of the Company on a fully diluted basis.  The Board of Directors did not change as a result of the transactions described above. Mr Adam Radly is Chairman and CEO and Mr Paul Aunger is Secretary,  Treasurer and a director.

Inova is a technology holding company. During the fiscal year covered by this report, our subsidiary companies were Edgetech Services Inc., an Ontario corporation and DM. On May 1, 2007, Inova also acquired RightTag Inc., a manufacturer of radio frequency identification (“RFID”) products.

DM is based in Washington, D.C., and sells data management and storage products and services to large corporate and government customers.

Employees

The Company hires consultants on an independent contractor basis.


 
3

 
Item 2. Description of Property

Inova does not own any property. Inova does not have a policy with respect to investments in real estate or interests in real estate, real estate mortgages, or securities of or interests in primarily engaged in real estate activities.


The Kims litigation
Two former officers and directors of Edgetech, Tae Ho Kim and Sang Ho Kim, filed suit against the Company and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that the Company breached an alleged employment agreement with them, as well as the separation agreement that the Company and the Kims entered into upon the termination of the Kims’ employment with the Company. The lawsuit claims compensatory damages in the amount of CDN$694,000 and bad faith and punitive damages of CDN$800,000.

Following an investigation into the Kim’s’ management of the Company conducted by the Company’s legal counsel, the Company found that the Kims wrongfully retained Company property upon their separation from the Company and also issued themselves 25 million shares of Edgetech stock without complying with the terms of the corporate resolution granting them this stock. The Company believed that these actions represented a breach of fiduciary duty to the Company and a violation of the separation agreement. Furthermore, the Company believed that the Ontario court in which the Kims filed their lawsuit did not have jurisdiction over Inova. As a result, the Company believed that it had several strong defenses to the Kims’ lawsuit.

At one point, the Company was close to settling the case with the Kims; however, the settlement ultimately did not occur. The Kims brought a motion to find the Company in breach of the settlement agreement. The Company’s position was that no agreement had been reached. The Company also asserted various procedural arguments.   

In January 2007, the court ordered Edgetech to pay $15,000 into the registry of the court as security for the plaintiffs. The Company filed an appeal of this order.

In May 2007, the court found that Inova had breached the settlement agreement and granted the Kims’ motion. The court entered judgment against Inova for $215,691. The company plans to appeal.

The Top Layer Networks litigation
In January 2006, Top Layer Networks, Inc., a provider of hardware to our Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.

Edgetech has engaged counsel to defend the Top Layer lawsuit in Massachusetts. The Company’s defense is that Inova’s Canadian subsidiary (Edgetech Services Inc.) was the entity that purchased the hardware at issue, and that therefore, Inova (the Nevada corporation and parent company) is not liable for the account. The case is currently in the discovery phase. There is no trial date set in the case as of yet. The Company estimates it’s liability to be $10,000 and has accrued that as of April 30, 2007.

The Roy litigation
In February 2006, Mr. Charles Roy sued the Company in the Superior Court of the State of California for the County of Los Angeles. The lawsuit alleged that the Company breached a consulting agreement by not paying him the amounts contained in the agreement and sought monetary damages of $90,000.

At approximately the same time as Mr. Xavier Roy resigned as CEO, the Company discovered that Xavier Roy had executed the agreement. The agreement required the Company to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that the Company must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.

The Company claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to the Company, and that as a result, Mr. Roy did not have authority to enter into the agreement.

The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against the Company. An appeal is being contemplated.

4

 
Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders through solicitation or otherwise during the fourth quarter of the fiscal year covered by this report.

PART II.


The Company’s common stock is traded on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “IVTH.OB” Our CUSIP No. is 45776L100 

The following table lists the high and low closing sales prices for each quarter on the OTCBB for our common shares for the past two fiscal years. The below quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 
Date
 
High
   
Low
 
             
April 30, 2007
    .10       0  
                 
January 31, 2007
    .01       .01  
                 
October 31, 2006
    .02       .01  
                 
July 31, 2006
    .02       .01  
                 
April 30, 2006
    0.02       0.01  
                 
January 30, 2006
    0.03       0.01  
                 
October 31, 2005
    0.06       0.03  
                 
July 31, 2005
    0.06       0.01  
                 
April 30, 2005
    0.06       0.02  

There are no restrictions that limit our ability to pay dividends on our common stock.  We have not declared any dividends since incorporation and we do not anticipate doing so in the foreseeable future.  Our present policy is to retain future earnings for use in our operations and expansion of our business.
 

The information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operation contains "forward looking statements." Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1.


Total revenues (net sales) increased from $1,391,923 for the twelve month period ending April 2006 to $1,615,187 for the twelve-month period ending April 30, 2007.  This is primarily the result of revenues produced from the assets acquired and new contracts of Data Management.

The Company’s selling, general and administrative expenses decreased from $1,268,561 for the twelve months ending April 30, 2006 to $1,361,355 (restated) for the same period in 2007. This is primarily the result of the expenses for Web’s Biggest being categorized in income from discontinued operations.
 
5


 
Last fiscal year, the Company reported a net loss from operations in the amount of $700,125; this loss decreased to $324,504 (restated) for the fiscal year ended April 30, 2007.

On October 18, 2006, the Company bought Data Management, Inc., a Nevada corporation (“DM”) in exchange for 25 million of the Company’s convertible preferred shares (“DM Transaction”). The convertible shares used to acquire DM represent approximately 90% of the voting stock of Edgetech on a fully diluted basis. DM is an entity owned by two business entities (Southbase LLC and Advisors LLC) which are owned by Mr. Adam Radly and Mr. Paul Aunger, both officers, directors and majority shareholders of the Company.  DM had only fixed assets when acquired by Edgetech and no other assets, liabilities or operations.

Concurrently, the Company entered into an agreement to sell its wholly-owned subsidiary, Web’s Biggest Limited (“WB”), to Advisors LLC in exchange for 25 million convertible preferred shares of Edgetech Services, Inc. held by Advisors LLC (“WB Transaction”).  Advisors LLC is a company owned by Mr. Paul Aunger.
 
In connection with the DM and Web’s Biggest transactions, Southbase and Advisors agreed privately that Southbase would pay Advisors $100,000 for Advisors to convert their 25 million shares of convertible preferred stock issued in prior years, into common shares with 274,668,981 common shares to Advisors and 359,163,519 common shares to Southbase.  

The 25 million convertible preferred shares used in the DM Transaction are the same 25 million convertible preferred shares received with regards to the WB Transaction. Accordingly, these transactions are viewed as one homogeneous transaction and treated as an exchange of Web’s Biggest net assets for DM’s net assets, akin to a like-kind exchange of assets.  However, the historical cost basis (less accumulated depreciation and amortization) of the net assets acquired from DM was significantly less than the net assets from that of WB by approximately $1,226,000.  Accordingly, the difference of $1,226,000 in historical cost basis of net assets was accounted for as a loss on exchange of assets and recorded within the accompanying consolidated statements of operations.   Also, the sale of WB was accounted for as discontinued operations.


Our operating activities for the twelve months ended April 30, 2006, did not generate adequate cash to meet our operating needs  and were partly funded by our borrowing of cash from related parties.

As of April 30, 2007, we had cash and cash equivalents totaling $22,847; total current assets were $571,013, total current liabilities were $1,201,463.
  
Management believes existing cash together with any cash generated from operations will be sufficient to meet normal operating requirements including capital expenditures for the next twelve months.  However, we may sell additional equity or debt securities or obtain credit facilities to further enhance our liquidity position and/or finance acquisitions, and the sale of additional equity securities could result in additional dilution to our stockholders.

Adam Radly, President, CEO and majority shareholder, has committed to loan money to the Company to pay undisputed liabilities as they come due should Inova not be able to otherwise fund its working capital requirements. 

OFF-BALANCE SHEET ARRANGEMENTS

None.

 
6

 
Item 7. Financial Statements    
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Inova Technology, Inc.
(formerly Edgetech Services, Inc.)
Santa Monica, California

We have audited the accompanying consolidated balance sheet of Inova Technology, Inc., as of April 30, 2007 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of Inova’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Inova as of April 30, 2007 and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
 
 
The accompanying financial statements have been prepared assuming that Inova Technology will continue as a going concern. As discussed in Note 3 to the financial statements, Inova Technology suffered recurring losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
As discussed in Note 13 to the financial statements, errors were discovered by management relating to fiscal 2007.  Accordingly, adjustments have been made as of April 30, 2007, to correct the errors.

MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

August 25, 2007
 
Except for Note 13 which is dated July 24, 2009.

 
7

 
George Brenner, CPA
A Professional Corporation
10680 W. PICO BOULEVARD, SUITE 260
LOS ANGELES, CALIFORNIA 90064
310/202-6445 – Fax 310/202-6494
       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
Edgetech Services, Inc. and Subsidiaries

I have audited the accompanying  consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows of Edgetech Services, Inc. and subsidiaries (the Company) for the year ended April 30, 2006.  These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended April 30, 2006 in conformity with U.S. generally accepted accounting principles.

George Brenner, CPA
Los Angeles, California

August 14, 2006
 
 
8

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
 
   
April 30, 2007
   
April 30, 2006
 
   
Restated
   
Restated
 
ASSETS
           
             
Current assets
           
Cash
  $ 22,847     $ 379,600  
Restricted cash - escrow
    339,758       -  
Accounts receivable
    208,408       546,766  
Prepaid and other current assets
    -       73,259  
Total current assets
    571,013       999,625  
                 
Fixed assets
    1,039       16,661  
Goodwill
    2,612,304       2,612,304  
Intangibles
    130,230       250,445  
Total assets
  $ 3,314,586     $ 3,879,035  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities
               
Accounts payable
  $ 532,962     $ 537,117  
Accrued liabilities
    5,811       52,496  
Current maturities of long-term debt - related parties
    662,690       148,458  
Deferred income
    -       157,622  
Total current liabilities
    1,201,463       895,693  
Long term debt -  net of current maturities
    439,545       -  
Total liabilities
    1,641,008       895,693  
                 
Stockholders' deficit
               
Convertible preferred stock, $0.001 par value; 25,000,000
    4,951       25,000  
shares authorized; 4,951,000 shares issued and
               
outstanding
               
Common stock, $0.001 par value; 3,000,000,000 shares
    1,500       176  
authorized; 1,500,000 shares issued and
               
outstanding
               
137,500 common shares treasury stock
    -       (4,715 )
Accumulated other comprehensive income
    -       4,877  
Additional paid-in capital
    2,758,726       2,542,676  
Retained deficit
    (1,091,599 )     415,328  
Total stockholders' equity (deficit)
    1,673,578       2,983,342  
Total liabilities and stockholders' equity (deficit)
  $ 3,314,586     $ 3,879,035  
 
 
9

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the year ended April 30, 2007 and 2006
 
   
April 30, 2007
   
April 30, 2006
 
   
Restated
   
Restated
 
             
             
Revenues
  $ 1,615,187     $ 1,391,923  
Cost of revenues
    (578,336 )     (823,487 )
Operating expenses
    (1,361,355 )     (1,268,561 )
Operating loss
    (324,504 )     (700,125 )
                 
Other income (expense):
               
Interest income
    1,367       16,645  
Interest expense
    (41,616 )     (35,182 )
Other income
    9,300       -  
Income (loss) from continuing operations
    (355,453 )     (718,662 )
Loss on exchange of business assets     (1,236,362 )     -  
Income from discontinuing operations
    84,888       1,136,398  
Net income (loss)
    (1,506,927 )     417,736  
Translation adjustment gain (loss)
    (4,877 )     4,877  
Comprehensive income (loss)
  $ (1,511,804 )   $ 422,613  
                 
Basic and diluted income (loss) per share:
               
                 
From continuing operations
  $ (0.43 )   $ (4.06 )
From discontinued operations
  $ (1.38 )   $ 6.47  
Total
  $ (1.81 )   $ 2.41  
                 
Weighted average common shares
    831,477       175,721  
 
 
10

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the year ended April 30, 2007 and 2006
 
   
April 30, 2007
   
April 30, 2006
 
   
Restated
   
Restated
 
             
CASH FLOWS OPERATING ACTIVITIES
           
Net loss
  $ (1,506,927 )   $ 417,736  
Add: income (loss) from discontinued operations
    1,151,474       (1,136,399 )
Loss from continuing operations
    (355,453 )     (718,663 )
                 
Depreciation and amortization expense
    145,430       110,197  
Contributed Services
    105,000       165,000  
Changes in operating assets and liabilities:
               
  Increase (decrease) in accounts payable and accrued expenses
    28,475       -  
  Decrease (increase) in accounts receivable
    402,095       (366,114 )
  Increase (decrease) in deferred income
    -       45,336  
  Increase (decrease) in accrued expense
    -       88,134  
Net cash from continuing operations
    325,547       (676,110 )
Net cash from discontinued operations
    (1,278,943 )     1,131,522  
Net cash used in operating activities
    (953,396 )     455,412  
                 
CASH FLOW INVESTING ACTIVITIES
               
  Increase (decrease) in loans receivable
    -       (73,259 )
  Purchase of Right-Tag
    (339,758 )     -  
  Purchase of fixed assets
    -       (10,477 )
Net cash from continuing operations
    (339,758 )     (83,736 )
Net cash from discontinued operations
    73,259       -  
Net cash used in investing activities
    (266,499 )     (83,736 )
                 
CASH FLOW FINANCING ACTIVITIES
               
Proceeds from notes payable - related parties
    1,167,557       44,248  
Repayments of related party notes payable
    (304,253 )     (578,783 )
Sale (purchase) of treasury stock
    4,715       (4,715 )
Net cash provided by financing activities of continuing operations
    868,019       (539,250 )
                 
NET EFFECT OF EXCHANGE RATES ON CASH
    (4,877 )     4,877  
NET CHANGE IN CASH
    (356,753 )     (162,697 )
CASH AT BEGINNING OF PERIOD
    379,600       542,297  
CASH AT END OF PERIOD
  $ 22,847     $ 379,600  
                 
 
Supplemental Information
 
 
   
 
 
             
Interest paid
  $ 15,147       -  
Income taxes paid
    -       -  
                 
Non-cash investing and financing activities
               
Common stock issued for partial payments of NP
  $ 92,236       -  
Preferred stock converted to Common stock
    20,049       -  
Common stock issued for conversion of Preferred stock
    508,310       -  

 
11

 
INOVA TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
Years ended April 30, 2006 and 2007
 
   
Common Stock
   
Preferred Stock
   
Treasury Stock
               
Retained
       
   
Shares
   
Par (0.001)
   
Shares
   
Par (0.001)
   
Shares
   
Amount
   
APIC
   
OCI
   
Deficit
   
Total
 
Balances at April 30, 2005
    -     $ -       -     $ -       -     $ -     $ -     $ -     $ (2,409 )   $ (2,409 )
Shares issued to acquire Edgetech
    175,721       176       25,000,000       25,000       -       -       2,542,676       -       -       2,567,852  
Purchase of treasury
    -       -       -       -       137,500       (4,715 )     -       -       -       (4,715 )
Translation adjustment
    -       -       -       -       -       -       -       4,877       -       4,877  
Net loss
    -       -       -       -       -       -       -       -       417,737       417,737  
Balances at April 30, 2006 (Restated)
    175,721       176       25,000,000       25,000       137,500       (4,715 )     2,542,676       4,877       415,328       2,983,342  
Shares issued to pay notes payable
    53,162       53       -       -       -       -       92,272       -       -       92,325  
Shares issued to acquire Data Management
    -       -       25,000,000       25,000       -       -       (25,000 )     -       -       -  
Shares received for sale of Web's Biggest, LTD
    -       -       (25,000,000 )     (25,000 )     -       -       25,000       -       -       -  
Reversal of treasury stock purchase
    344       -       -       -       (137,500 )     4,715       -       -       -       4,715  
Preferred shares converted to common shares (restated)
    1,270,773       1,271       (20,049,000 )     (20,049 )     -       -       18,778       -       -       -  
Management fees (restated)
    -       -       -       -       -       -       105,000       -       -       105,000  
Translation adjustment
    -       -       -       -       -       -       -       (4,877 )     -       (4,877 )
Net loss
    -       -       -       -       -       -       -       -       (1,506,927 )     (1,506,927 )
Balances at April 30, 2007 (Restated)
    1,500,000     $ 1,500       4,951,000     $ 4,951       -     $ -     $ 2,758,726     $ -     $ (1,091,599 )   $ 1,673,578  
                                                                                 
See summary of accounting policies and notes to consolidated financial statements.
 

12

 
INOVA TECHNOLOGY, INC.
(formerly Edgetech Services, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ending April 30, 2007 and 2006


NOTE  1 - HISTORY AND ORGANIZATION OF THE COMPANY

Inova Technology, Inc.was incorporated in Nevada on May 16, 1997, as Newsgurus.com, Inc. and changed its name to Secure Enterprise Solutions Inc. on January 10, 2002, then to Edgetech Services Inc. and on August 17, 2006 to Inova Technology, Inc.

On June 1, 2005, Inova bought Web’s Biggest, Inc., a California Corporation, for 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Inova. This transaction was recorded as a recapitalization of Inova. In substance the merger with Web’s Biggest is considered to be a capital transaction rather than a business combination. Consequently the transaction was considered to be a reverse merger and the accounting treatment was as if Web’s Biggest, Inc acquired Inova.

Each convertible preferred share was convertible into 25.3533 common shares of Inova with all the rights and privileges of the equivalent number of common shares prior and post conversion.    

When completed, this transaction resulted in a change of control of Inova . After consummation of the merger,  Inova shareholders owned approximately 10% of the newly combined entity.

On October 18, 2006, Inova purchased 100% of outstanding capital stock of Data Management, Inc., a Nevada corporation (“DM”) from the DM shareholders in exchange for 25 million of Inova’s convertible preferred shares (“DM Transaction”). The convertible shares used to acquire DM represented approximately 90% of the voting stock of Inova on a fully diluted basis. DM was an entity owned by two business entities (Southbase LLC and Advisors LLC) which are owned by Mr. Adam Radly and Mr. Paul Aunger, both officers, directors and majority shareholders of Inova.  It was determined that DM was not a business and that the transaction was in substance the purchase of DM’s fixed assets and intangible assets.  Inova acquired no other tangible assets or liabilities of DM.  Due to the related party nature of the transaction, the assets purchased were brought over to Inova on their historical cost basis.

Concurrently, Inova sold its wholly-owned subsidiary, Web’s Biggest Limited (“WB”), to Advisors LLC in exchange for 25 million convertible preferred shares of Inova held by Advisors LLC (“WB Transaction”).  Advisors LLC is a company owned by Mr. Paul Aunger, a director and officer of Inova and accordingly, the transaction was not considered an arm’s length transaction.

The 25 million convertible preferred shares used in the DM Transaction were the same 25 million convertible preferred shares received with regards to the WB Transaction. Accordingly, these transactions are viewed as one homogeneous transaction and treated as an exchange of WB’s net assets for DM’s net assets, akin to a like-kind exchange of assets.  However, the historical cost basis (less accumulated depreciation and amortization) of the net assets acquired from DM was significantly less than the net assets of WB by approximately $1,226,000.  Accordingly, the difference of $1,226,000 in historical cost basis of the net assets was accounted for as a loss on exchange of assets in the accompanying consolidated statements of operations.   This also resulted in the activity of WB being accounted for as discontinued operations.
 
In connection with the DM and WB transactions, Southbase and Advisors agreed privatley that Southbase would pay Advisors $100,000 for Advisors to convert their 25 million shares of convertible preferred stock issued in prior years, into common shares with 274,668,981 common shares to Advisors and 359,163,519 common shares to Southbase.  Prior to the transactions described above Inova was controlled by Advisors. When the transactions described above were completed, this resulted in a change of control of Inova and the controlling shareholder became Southbase.  Prior to these transactions, the unaffiliated shareholders of Edgetech owned approximately 10% of Inova and they continued to own approximately 10% on a fully diluted basis after these transactions. The Board of Directors did not change as a result of the transactions described above. Mr Adam Radly is Chairman and CEO and Mr Paul Aunger is Secretary,  Treasurer and a director.
 
13


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation
 
These consolidated financial statements include the accounts of Web’s Biggest Inc. (as discontinued operations, Inova Technology, Inc. (Nevada) and its wholly owned subsidiaries Edgetech Services Inc. (Ontario) and Data Management, Inc.  Significant inter-company accounts and transactions have been eliminated.   
 
Use of estimates
 
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from these estimates.
 
Reclassifications
 
Certain prior year amounts have been reclassified to conform with the current year presentation.
 
Cash and Cash Equivalents
 
For purposes of the statement of cash flows, Invoa considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
 
Accounts receivable
 
Trade and other accounts receivable are carried at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable primarily include trade receivables from customers in Canada.  Bad debt expense is recognized based on management’s estimate of likely losses per year, based on past experience and an estimate of current year uncollectible amounts.  There was $35,000 allowance for doubtful accounts as of April 30, 2007.
 
Discontinued Operations
 
Inova presents the results of operations, financial position and cash flows of operations that have either been sold or that meet the criteria for "held for sale accounting" as discontinued operations. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying value exceeds its fair value less cost to sell. Any loss as a result of carrying value in excess of fair value less cost to sell is recognized in the period the operations meet held for sale accounting. Management judgment is required to (1) assess the criteria required to meet held for sale accounting, and (2) estimate fair value. Changes to the operation could cause it to no longer qualify for held for sale accounting and changes to fair value could result in an increase or decrease to previously recognized losses.
 
Property and equipment
 
Property and equipment are carried at cost, less accumulated depreciation and amortization. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.  When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are credited or charged to operations.
 
Stock based compensation
 
Inova adopted SFAS No. 123(R), on January 1, 2006 using the modified prospective method. SFAS 123(R) requires all share-based payments to employees, including stock options, to be expensed based on their fair value over the required award service period. Inova uses the straight line method to recognize compensation expense related to share-based payments. In prior years, Inova followed Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees,” in accounting for its stock option awards to employees, which required recording share-based compensation expense for awards that were issued at exercise prices less than fair value at the date of grant. For Inova’s non-employees, share-based expense is recorded in accordance with Emerging Issues Task Force No.  96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquistion, or in Conjunction with Selling, Goods or Services.”  Inova had no options or warrants granted or outstanding as of April 30, 2007.

Revenue recognition
Inova considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, the services have been provided to the customer, the sales price is fixed or determinable, and collectibility is reasonably assured.  Inova has two sources of revenues: IT consulting services (from its wholly-owned subsidiary Edgetech Services Inc. (Ontario)) and sales of data management services (DM). IT consulting revenue and Data Management revenue is recognized when the services are rendered.    
 
14

 
Income Taxes
 
Inova recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered.  Inova provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Web’s Biggest is an offshore corporation domiciled in the Bahamas and therefore is only liable to pay US taxes when funds are repatriated, therefore no taxation liability or provision was made for 2007 or 2006 as it applies to Web’s Biggest due to Web’s Biggest being disposed of in fiscal 2007 for no cash.  See note 1 for details.

Basic and diluted net income (loss) per share
 
Basic and diluted net income (loss) per share calculations are presented in accordance with Financial Accounting Standards Statement 128, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted income (loss) per share are the same due to the absence of common stock equivalents.

Foreign currency translation
 
The business operations of Inova’s Canadian subsidiary Edgetech Services Inc. (Ontario) are substantially transacted in Ontario and thus the functional currency is the Canadian dollar. These consolidated financial statements are stated in United States dollars. Assets and liabilities denominated in Canadian dollars are translated to United States dollars using the exchange rate in effect at the date of the financial statements. Revenue and expenses are translated to United States dollars using the average rate of exchange for the respective period.
 
Recent accounting pronouncements
 
Inova does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Inova’s results of operations, financial position or cash flow.

NOTE 3 - GOING CONCERN

As shown in the accompanying financial statements, Inova incurred losses from operations, has negative working capital and has negative cash flows from operations during fiscal 2007.  Adam Radly, President, CEO and majority shareholder, has committed to loan money to Inova to pay undisputed liabilities as they come due in the next 12 months should Inova not be able to otherwise fund its working capital requirements. These conditions raise substantial doubt as to Inova's ability to continue as a going concern. Management is trying to raise additional capital through sales of equity and debt. The financial statements do not include any adjustments that might be necessary if Inova is unable to continue as a going concern.

NOTE 4 - ESCROW FOR RIGHT TAG ACQUISITION

Inova placed $339,758 in escrow for the acquisition of Right Tag, Inc.  Such amount is reflected in restricted cash on the consolidated balance sheet.  The acquisition closed in early May 2007.  See note 12 for details.    
 
NOTE 5 - DUE TO RELATED PARTIES
 
       
  
 
April 30, 2007
 
Due to Southbase, entity associated with the CEO, matures January 2010, monthly payments of $11,847, interest of 7%
  $ 426,503  
Due to IMSS, entity associated with the CEO & Secretary, matures January 2010, no interest, unsecured
    186,382  
Due to former officers, on demand, interest of 7%
    10,118  
Due to Directories, LLC, entity associated with the CEO & President, matures January 2010, monthly payments of $15,388,
interest of prime + 3%, secured by receivables
        202,142  
Due to Directories, LLC, entity associated with the CEO & President, matures January 2010, monthly payments of $11,545,
interest of prime + 2%, secured by receivables
        277,090  
Total due to related parties
  $ 1,102,235  
 
15


 
At April 30, 2007, future payments due on the above notes are as follows:
 
Fiscal
 
Amount
 
2008
  $ 662,690  
2009
    197,454  
2010
    242,091  
    $ 1,102,235  
 
Other related party information:

Part of the related party notes of $202,142 and $277,090 relate to a factoring agreement the company has with Directories, LLC. The IBM invoices are put into this agreement so monies can be advanced to Inova before the customer pays, thereby facilitating payment of operating expenses.

NOTE 6 - MAJOR CUSTOMERS

Inova’s IT Consulting business has concentrations with respect to the volume of business conducted with major customers in Canada. For the year ended April 30, 2007, Inova made sales of $719,331 to a customer which were in excess of 10% of total sales for 2007.  For the year ended April 30, 2006, Inova made sales of $617,093 and $317,362 to two customers which were in excess of 10% of total sales for 2006.

At April 30, 2007, one customer accounted for 100% of accounts receivable.

NOTE 7 - CAPITAL TRANSACTIONS

In fiscal 2007, Inova issued 633,833,500 common shares for the conversion of 25 million preferred shares.  The conversion was in accordance with the original terms of the preferred stock agreement.

In fiscal 2007, 137,500 common shares that were purchased by Inova in fiscal 2006 for $4,715 in a treasury stock transaction were returned to the original investor for return of the $4,715.

In fiscal 2007, 21,264,758 common shares were issued to related parties as partial payments of their notes payable.  The value of the shares was $92,235 resulting in a reduction of the notes payable by that amount.

In fiscal 2007 Invoa issued 25 million shares of convertible preferred stock for the purchase of DM and received back the same 25 million shares of convertible preferred stock for the sale of WB.  See note 1 for details.


Inova’s principal offices are in the offices of Inova’s officers pursuant to verbal agreements on a rent-free month-to-month basis.

During  fiscal year 2007, Web’s Biggest Inc. operated from the offices of an entity associated with the CEO.  The cost of this lease was divided among both companies.  Rent expense was $15,973 and $86,295 for fiscal 2007 and 2006, respectively.
 
Litigation

The Kims litigation
Two former officers and directors of Inova, Tae Ho Kim and Sang Ho Kim, filed suit against Inova and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that Inova breached an alleged employment agreement with them, as well as the separation agreement that Inova and the Kims entered into upon the termination of the Kims’ employment with Inova. In May 2007, the Kims were awarded $215,691, which has been accrued by Inova in accounts payable as of April 30, 2007. The company is planning to appeal.

The Top Layer Networks litigation
In January 2006, Top Layer Networks, Inc., a provider of hardware to Inova’s Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.  Inova estimates it will be obligated to pay $10,000, which has been accrued by Inova in accounts payable as of April 30, 2007.
 
16

 
The Roy litigation
In February 2006, Mr. Charles Roy sued Inova in the Superior Court of the State of California in the County of Los Angeles. The lawsuit alleged that Inova breached a consulting agreement by not paying Roy the amounts contained in the agreement and sought monetary damages of $90,000.  At approximately the same time as Mr. Xavier Roy resigned as CEO, Inova discovered that Xavier Roy had executed the agreement. The agreement required Inova to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that Inova must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.  Inova claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to Inova, and that as a result, Mr. Roy did not have authority to enter into the agreement.  The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against Inova, which has been accrued by Inova in accounts payable as of April 30, 2007. The company is planning to appeal the decision.
 
NOTE 10 – SEGMENT INFORMATION

Inova has two reportable segments, one providing IT solutions and services, and one providing data management and storage.  Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly in deciding how to allocate resources and in assessing performance.    

   
Edgetech Services
   
Data Management
   
Totals
 
                   
Net sales
  $ 760,267     $ 854,920     $ 1,615,187  
                         
Operating income (loss)
    133,690       (228,665 )     (355,453 )
                         
Net Interest Expense & Other
    (32,316 )     1,367       30,949  

The Data Management did not exist in fiscal 2006 and therefore, segment information is not applicable.
 
NOTE 11- DISCONTINUED OPERATIONS   

As discussed in Note 1, Web’s Biggest, Inc, a consolidated subsidiary of Inova, was sold and accounted for as discontinued operations.  The following is a summary of the operating income from discontinued operations for fiscal 2007 and fiscal 2006.
             
   
2007
   
2006
 
Revenue
    620,049       1,434,792  
Cost of Goods Sold
    288,164       130,910  
Expenses
    246,781       181,456  
Net Operating Income
    84,672       1,122,426  
Other Income
               
 Interest Income
    216       13,972  
Net Income from discontinued operations
    84,888       1,136,398  
 
NOTE 12-SUBSEQUENT EVENTS

On May 1, 2007, Inova acquired Right Tag, Inc. from Right Tag’s shareholders for $325,000 plus an earn out paid to Mr. Chander and Right Tag’s other shareholders based on Right Tag’s gross profit over the next five years.  Right Tag manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions.

Inova borrowed $100,000 from Southbase LLC  in addition to the $426,000 borrowed in fiscal 2007 (see note 5 for details) to pay for the acquisition of Right Tag, Inc. The note matures automatically 10 years from issuance if not already repaid by way of a demand clause allowing the investor to give Inova 30 day notice for repayment.  The note carries interest of 8%, is secured by all of Inova’s assets and can be converted at any time into Inova’s common stock at a conversion price of $0.026.
 
NOTE 13
 
Restatements

On June 1, 2005, Inova acquired Web’s Biggest, Inc., a California Corporation, for 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Inova. This transaction was originally recorded as a recapitalization of Inova. Consequently the transaction was considered to be a reverse merger and the accounting treatment was as if Web’s Biggest, Inc acquired Inova. When completed, this transaction resulted in a change of control of Inova. After consummation of the merger, Inova shareholders owned approximately 10% of the newly combined entity.

During 2008, Inova determined that the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply.

The company should have accounted for the merger as a reverse acquisition whereby the shares retained by the registrant’s shareholders would be fair valued using the closing price of the registrant’s shares (purchase price) and compared to the fair value of the net assets at the time of merger. The company determined the purchase price was (70,425,950 shares x 6/1/05 closing price of $.035 = $2,464,908). The fair value of the net assets was ($508,037) resulting in goodwill of $2,612,304 and intangibles of $360,641. Therefore the net assets and equity will be increased by this amount.

There were management fees of $15,000 per month from May 2006 through January 2007 which were not paid but which are now being realized as an increase in expense and in paid in capital. This is a total of $105,000, which is a reduction of net income and increase to equity. There was an additional $165,000 from the prior year which is a reduction of retained earnings and increase of paid in capital.  Intangible amortization was $120,216.
 
Inova issued more common shares to its related parties than the number of shares previously authorized.  Due to the fact that the authorized shares were not increased until July 2008, all common share issuance in excess of its 600,000,000 authorized shares were considered as invalid until July 2008. It was concluded by management that all shares issued in excess of the previously authorized shares considered not to be issued until July 28, 2008.  There were 125,524,208 common shares issued by Inova to its related parties to convert the outstanding preferred shares. An adjustment was made to reduce common stock par value by $314, increase the preferred stock par value by $4,951 and decrease the additional paid in capital by $4,637.  The following tables reflect the restatements:
 
17

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets Impacts

The following table sets forth the effects of the restatement adjustments on the consolidated balance sheet as of April 30, 2007 and 2006.

   
April 30, 2007
                   
   
As Previously
         
April 30, 2007
   
April 30, 2006
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
ASSETS
                       
                         
Current assets
                       
Cash
  $ 22,847     $ -     $ 22,847     $ 379,600  
Restricted cash - escrow
    339,758       -       339,758       -  
Accounts receivable
    208,408       -       208,408       546,766  
Prepaid and other current assets
    -       -       -       73,259  
Total current assets
    571,013       -       571,013       999,625  
                                 
Fixed assets
    1,039       -       1,039       16,661  
Goodwill
    -       2,612,304       2,612,304       2,612,304  
Intangibles
    -       130,230       130,230       250,445  
Total assets
  $ 572,052     $ 2,742,534     $ 3,314,586     $ 3,879,035  
                                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                               
                                 
Current liabilities
                               
Accounts payable
  $ 532,962     $ -     $ 532,962     $ 537,117  
Accrued liabilities
    5,811       -       5,811       52,496  
Current maturities of long-term debt - related parties
    662,690       -       662,690       148,458  
Deferred income
    -       -       -       157,622  
Total current liabilities
    1,201,463       -       1,201,463       895,693  
Long term debt -  net of current maturities
    439,545       -       439,545       -  
Total liabilities
    1,641,008       -       1,641,008       895,693  
                                 
Stockholders' deficit
                               
Convertible preferred stock, $0.001 par value; 25,000,000
    -       4,951       4,951       25,000  
shares authorized; 4,951,000 shares issued and
                               
outstanding
                               
Common stock, $0.001 par value; 3,000,000,000 shares
    1,814       (314 )     1,500       176  
authorized; 1,500,000 shares issued and
                               
outstanding
                               
137,500 common shares treasury stock
    -       -       -       (4,715 )
Accumulated other comprehensive income
    -       -       -       4,877  
Additional paid-in capital
    (479,581 )     3,238,307       2,758,726       2,542,676  
Retained deficit
    (591,189 )     (500,410 )     (1,091,599 )     415,328  
Total stockholders' equity (deficit)
    (1,068,956 )     2,742,534       1,673,578       2,983,342  
Total liabilities and stockholders' equity (deficit)
  $ 572,052     $ 2,742,534     $ 3,314,586     $ 3,879,035  
                                 

 
18

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations Impacts
For the year ended April 30, 2007 and 2006
 
The following table sets forth the effects of the restatement adjustments on the consolidated statements of operations for the year ended April 30, 2007 and 2006.
 
   
April 30, 2007
                   
   
As Previously
         
April 30, 2007
   
April 30, 2006
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
                         
Revenues
  $ 1,615,187     $ -     $ 1,615,187     $ 1,391,923  
Cost of revenues
    (578,336 )     -       (578,336 )     (823,487 )
Operating expenses
    (1,136,141 )     (225,214 )     (1,361,355 )     (1,268,561 )
Operating loss
    (99,290 )     (225,214 )     (324,504 )     (700,125 )
                                 
Other income (expense):
                               
Interest income
    1,367       -       1,367       16,645  
Interest expense
    (41,616 )     -       (41,616 )     (35,182 )
Other income
    9,300       -       9,300       -  
Income (loss) from continuing operations
    (130,239 )     (225,214 )     (355,453 )     (718,662 )
Income from discontinuing operations
    84,888       -       84,888       1,136,398  
Loss from disposal of discontinued operations
    (1,236,362 )      -       (1,236,362 )     -  
Net income (loss)
    (1,281,713 )     (225,214 )     (1,506,927 )     417,736  
Translation adjustment gain (loss)
    (4,877 )     -       (4,877 )     4,877  
Comprehensive income (loss)
  $ (1,286,590 )   $ (225,214 )   $ (1,511,804 )   $ 422,613  
                                 
Basic and diluted income (loss) per share:
                               
                                 
From continuing operations
  $ (0.16 )   $ (0.27 )   $ (0.43 )   $ (4.06 )
From discontinued operations
  $ (1.38 )   $ -     $ (1.38 )   $ 6.47  
Total
  $ (1.54 )   $ (0.27 )   $ (1.81 )   $ 2.41  
                                 
Weighted average common shares
    831,477       831,477       831,477       175,721
 
 

 
Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

The auditor for the Company for the fiscal year ended April 2006 was Brenner & Company. There were no disagreements with the Brenner & Company.

On February 15, 2007, the Company engaged De Joya Griffith & Company LLC as its independent accountant.  There were no disagreements with the De Joya Griffith & Company LLC.

On June 1, 2007, the Company engaged Malone & Bailey, P.C. (“Malone Bailey”) as the Company’s new principal accountant.  More information about this change is contained in the Form 8-K filed by the Company on June 26, 2007, which is incorporated by reference.

Item 8A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We maintain that the controls and procedures in place do provide reasonable assurance that all necessary disclosures are communicated as required.
 
At the end of the period covered by this Annual Report on Form 10-KSB, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that all material information required to be disclosed in this Annual Report on Form 10-KSB has been made known to them in a timely fashion. In connection with the completion of its audit of, and the issuance of its report on, our financial statements for the year ended April 30, 2007, Malone & Bailey, PC identified deficiencies that existed in the design or operation of our internal control over financial reporting.

The deficiencies in our disclosure controls related to our ability to timely file our annual report (which was primarily due to the incapacitation of a prior auditor whose work was being contemplated for this report and some unusual, highly complex accounting treatments related to the purchase of Data Management) and several adjustments identified during the audit. Disclosure control deficiencies have been appropriately corrected in this Annual Report on Form 10-KSB. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our management and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

(b) Changes in internal controls

There were no unusual or material changes in internal control over financial reporting that we can detect other than those that are a result of the change in control of Edgetech, which resulted in a change in management, a dismissal of the previous officers, and the replacement of personnel.  These internal controls over financial reporting include processes designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 
1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and
 
3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.
 
Item 8B. Other Information.

None.

19

 
PART III.

Item 9.  Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act.

Our directors and executive officers as of the date of this Report are as follows: 

     
     
Name
Age
Position
Adam Radly
38
Chief Executive Officer, President
Paul Aunger
48
Treasurer, Secretary, Director
Jeffrey Mandelbaum
43
Director

Adam Radly, President, Chief Executive Officer and Chairman
Mr. Radly became Chief Financial Officer of Inova after the merger with Web’s Biggest. He had held the position of General Manager with Web’s Biggest prior to the merger. Mr. Radly became the Company’s Chief Executive Officer on November 22, 2005.

Mr. Radly was the founder and CEO of Isis Communications. While he was CEO of Isis, the company’s revenue increased from zero to $22 million, and Mr. Radly helped the company complete an IPO raising approximately $40 million. During his tenure, Isis completed eight acquisitions, and raised an additional $30 million from U.S. institutional investors in a secondary offering. Isis later merged with AAV Ltd. Mr. Radly is also the founder of XSIQ (International) Pty Ltd., a leading provider of K-12 education software and SponsorAnything.com, a leading sponsorship website (an Inova business).

Paul Aunger, Treasurer and Secretary
Mr. Aunger is the founder of Web’s Biggest and remained at Inova after the merger. He became a director and the Company’s Treasurer and Secretary on November 22, 2005.

Prior to founding Web’s Biggest, Paul founded News Canada Inc. in 1981. He was President of News Canada until it merged with MDC Communications Corporation in 1997. News Canada is one of Canada’s largest public relations organizations. Clients included General Motors, Ford, IBM, DuPont, Procter & Gamble, Sears, Kodak, General Mills, Heinz and Walt Disney. During the 16 years Paul was President, News Canada’s earnings before income tax (EBIT) averaged 37 percent and profits grew by an average of 18 percent per year

Jeffrey Mandelbaum, Director
 
Jeff was with Sybase, Inc. (NYSE: SY) from 1986-1996. As a member of the initial management team, he held a variety of positions in sales and executive management. In his most recent position at Sybase as CEO and President of Sybase Financial Services, Inc., he was responsible for worldwide customer and partner financing. Under Jeff’s leadership, Sybase Financial Services, Inc. closed over $900,000,000 in financing transactions between 1990 and 1996.
 
From 1996-1998, Jeff was Vice President of worldwide sales at Commerce One (NASDAQ: CMRC), a global leader in business-to-business electronic procurement solutions. At Commerce One Jeff played a key role as a member of the initial management team where he built the worldwide sales organization and established the initial customer agreements.
 
From 1998-2000, Jeff was Vice President of Media Systems Sales for Real Networks (NASDAQ: RNWK), where he had line responsibilities for the Americas regions and drove strategic opportunities worldwide. Jeff consistently exceeded revenue and margin objectives while developing a top performing and increasing efficient sales and professional services organization.
 
Mr. Mandelbaum was Chairman and CEO of Global Media. He joined Global Media as President in January 2000, was promoted to CEO in May 2000 after gaining approval for NASDAQ National Market listing, and was later elected Chairman in October 2000. During his tenure, the company closed four financing and M&A transactions. Streaming Magazine named Jeff as one of the industry’s 25 most influential executives.
 
Jeff founded Software Growth Services in 2001 to leverage his experience and network to maximize value creation in high potential enterprise software, Internet, and new media businesses. Jeff has provided advisory services focused on strategy, sales and marketing, business development, and corporate finance services for leading private equity investors and their portfolio companies including Warburg Pincus, Kleiner Perkins Caufield & Byers, Sigma Partners, Jefferson Partners, Baker Capital, and Draper Atlantic.
 
The Board of Directors has determined that Mr. Mandelbaum is an independent director under applicable SEC rules. The full Board of Directors fulfills the role of the Audit Committee. We do not have an Audit Committee financial expert. The Board believes that due to the Company’s small size, an audit committee is unnecessary and would impose high costs in comparison to the potential benefits.
 
20

 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC” ) initial reports of ownership and reports of changes in ownership of common stock and other equity securities of our Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish our Company with copies of all Section 16(a) forms they file.

Based on our review of the Section 16(a) forms filed with the SEC, no director, officer, or 10% beneficial owner of our securities failed to timely file any report required under Section 16(a). To our knowledge, none of the above persons failed to report a reportable transaction.
   
We do not have a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  We have not adopted such a code of ethics because we have determined that such a code would be an unnecessary and bureaucratic practice given the small size of the Company's management.
  

There have been no changes to the procedures by which shareholders may recommend nominees to Inova’s board of directors.

We do not have an audit committee financial expert, because we do not have an audit committee. The full Board of Directors serves as the audit committee, and none of our directors satisfies the definition of an “audit committee financial expert” under applicable SEC rules.

Item 10. Executive Compensation.

The Company’s Chairman and Chief Executive Officer, Adam Radly has been allocated to receive $50,000, and Treasurer, Paul Aunger, $25,000. The Company has no other officers nor any other person for whom disclosure is required under this item.
 
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table describes the equity compensation available to our management.

                   
                   
Equity Compensation Plan Information
Plan category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
(a)
   
Weighted-average exercise price of outstanding options, warrants and rights
 
(b)
   
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
(c)
 
Equity compensation plans approved by security holders
    -0-       -0-       450,000,000 (1)
Equity compensation plans not approved by security holders
    -0-       -0-       -0-  
Total
    -0-       -0-       450,000,000 (1)

(1)
Includes 2,000,000 non-restricted Class B preferred shares authorized to be issued for each acquisition with more than $40 million in sales or $10 million in EBITDA and 2,000,000 non-restricted Class B preferred shares authorized to be issued for each acquisition with less than $40 million in sales. Each Class B preferred share is convertible into common stock at the rate of 1 to 100.

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of July 31, 2007 by each person known by us to beneficially own 5% or more of our outstanding common stock; each of our directors; each of the Named Executive Officers; and all of our directors and Named Executive Officers as a group.
   
In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of July 31, 2007 are deemed outstanding.
   
Percentage of beneficial ownership is based upon 725,524,208 shares of common stock outstanding at July 31, 2007. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name. 

21

 
       
       
Name and Address of Beneficial Owner
Number of Shares Beneficially Owned
     
Percent of Class
Adam Radly - CEO and related entities
c/o Inova Technology Inc.
233 Wilshire Blvd, Suite 300
Santa Monica, CA 90401
 
Paul Aunger-Treasurer and related entities
359,163,519
Common Stock, $0.001 Par
                                                       
   
50.50%
 
 
 
  
 
274,668,981  
 
38.62%
 
  
  
  
 

On October 18, 2006, the Company entered into an agreement with the shareholders of Data Management, Inc., a Nevada corporation (“DM”) to acquire 100% of outstanding capital stock of DM in exchange for 25 million of the Company’s convertible preferred shares (“DM Transaction”). The convertible shares used to acquire DM represent approximately 90% of the voting stock of Inova on a fully diluted basis.

DM was an entity owned by two business entities (Southbase LLC and Advisors LLC) which are owned by Mr. Adam Radly and Mr. Paul Aunger, both officers and directors of the Company.

Concurrently with the DM Transaction, the Company entered into an agreement to sell its wholly-owned subsidiary, Web’s Biggest Limited (“WB”), to Advisors LLC in exchange for 25 million convertible preferred shares of Edgetech Services, Inc. (now Inova) held by Advisors LLC (“WB Transaction”).  Advisors LLC is a company owned by Mr. Paul Aunger, a director and officer of Inova.

Our Chairman and CEO, Adam Radly, has loaned the Company money several times during the past fiscal year. The largest amount outstanding under these loans is $426,503. The Company repaid $5,000 of principal on these amounts. Interest is accruing at the rate of _7_% per year.

DIRECTOR INDEPENDENCE

The Board of Directors has determined that Mr. Mandelbaum is an independent director under applicable SEC rules.
 
Item 13. Exhibits

(A) Exhibits

Exhibit
Number
Description
31.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
31.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
32.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
32.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
 

 
22



SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                                                      

EDGETECH SERVICES INC.


By:   /s/ Adam Radly
         Chairman and CEO

Date: June 15, 2009


By:   /s/ Bob Bates               
         Bob Bates, CFO

Date: June 15, 2009


23


 
 
Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)

I,   Adam Radly, Chief Executive Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):       
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             

Date:    June 15, 2009    /s/   Adam Radly        
                                                Chief Executive Officer
 

 
Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)

I,    Bob Bates, Chief Financial Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-KSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.   The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):   
 
(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             

Date:     June 15, 2009                   /s/   Bob Bates     
                                                        Chief Financial Officer
 

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER 

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350

In connection with the Quarterly Report of Edgetech Services Inc.  On Form 10-KSB for the period ended April 30, 2007, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Adam Radly, Chief Executive  Officer of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            

      (1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                                                                         

                                       By: /s/ Adam Radly     
                                       Adam Radly
                                       Chief Executive Officer

                                        June 15, 2009
 
 

 
Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350

In connection with the Quarterly Report of Edgetech Services Inc.  On Form 10-KSB for the period ended April 30, 2007, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Bob Bates, CFO of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            

       (1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

       (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                                                                         

                                       By: /s/ Bob Bates
                                       Bob Bates
                                       CFO
 
                                       June 15, 2009
 

 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
Form 10-QSB
 


(Mark One)
     
     
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended July 31, 2007
   
r
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  
For the transition period from ______________ to _____________
  
 
 
 
Commission file number: 000-27397

INOVA TECHNOLOGY INC.
(Exact name of small business issuer in its charter)
 
Nevada
98-0204280
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
  
  
233 Wilshire Blvd, suite 400,
Santa Monica, CA, 90401
(Address of principal executive offices)
  
  
89146
(310) 857-6666
(Postal Code)
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 r No

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

On September 11, 2007, the number of shares outstanding of the issuer’s common stock was 1,820,222
 
     
Transitional Small Business Disclosure Format (Check one):
Yes o
No x
 
 

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

   
July 31, 2007
   
April 30, 2007
 
   
Restated
   
Restated
 
ASSETS
           
             
Current assets
           
Cash
  $ 46,698     $ 22,847  
Restricted cash - escrow
    -       339,758  
Accounts receivables
    181,238       208,408  
Inventory
    12,850       -  
Prepaid and other current assets
    4,089       -  
Total current assets
    244,875       571,013  
                 
Fixed assets
    3,254       1,039  
Goodwill
    3,048,876       2,612,304  
Intangibles
    100,177       130,230  
Total assets
  $ 3,397,182     $ 3,314,586  
                 
 LIABILITIES AND STOCKHOLDERS' DEFICIT
 
 
 
                 
Current liabilities
               
Accounts payable
  $ 531,776     $ 532,962  
Accrued liabilities
    56,665       5,811  
Current maturities of long-term debt - related parties
    484,419       662,690  
Current maturities of long-term debt
    99,160       -  
Total current liabilities
    1,172,020       1,201,463  
Long term debt -  net of current maturities
    404,827       439,545  
Total liabilities
    1,576,847       1,641,008  
                 
Stockholders' deficit
               
Convertible preferred stock, $0.001 par value; 25,000,000
    4,951       4,951  
shares authorized; 4,951,000 issued and outstanding
 
Common stock, $0.001 par value; 3,000,000,000 shares
    1,500       1,500  
authorized; 1,500,000 shares
               
shares issued and outstanding
               
Additional paid-in capital
    2,867,582       2,758,726  
Retained deficit
    (1,053,698 )     (1,091,599 )
Total stockholders' equity (deficit)
    1,820,335       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 3,397,182     $ 3,314,586  


2


Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the three months ended July 31, 2007 and 2006
(Unaudited)

   
July 31, 2007
   
July 31, 2006
 
   
Restated
   
Restated
 
             
Revenues
  $ 385,112     $ 486,957  
Cost of revenues
    (145,263 )     (75,776 )
Operating expenses
    (170,251 )     (108,652 )
Operating loss
    69,598       302,529  
                 
Other income (expense):
               
Interest expense
    (31,695 )     -  
Income (loss) from continuing operations
    37,903       302,529  
Loss from discontinuing operations
    -       (30,849 )
Net income (loss)
  $ 37,903     $ 271,680  
                 
Basic and diluted income (loss) per share:
 
                 
From continuing operations
  $ 0.03     $ 1.72  
From discontinued operations
  $ -     $ (0.18 )
Total
  $ 0.03     $ 1.55  
                 
Weighted average common shares
    1,500,000       175,721  
 

3


Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the three months ended July 31, 2007 and 2006
(Unaudited)

   
 July 31, 2007
   
July 31, 2006
 
   
Restated
   
Restated
 
             
CASH FLOWS OPERATING ACTIVITIES
           
Net income
  $ 37,903     $ 271,680  
Add: income (loss) from discontinued operations
    -       30,849  
Income from continuing operations
    37,903       302,529  
                 
Additional shares issued for conversion of debt
    2,225       -  
Contributed services
    -       30,054  
Depreciation and amortization expense
    30,054       45,000  
Changes in operating assets and liabilities:
               
  Increase (decrease) in accounts payable and accrued expenses
    40,878       1,804  
  Decrease (increase) in accounts receivable
    31,190       (303,193 )
  Increase (decrease) in deferred income
    -       (27,851 )
  Increase (decrease) in prepaid assets
    -       1,233  
  Increase (decrease) in inventory
    540       -  
  Decrease (increase) in other current assets
    10,784       -  
Net cash provided by (used in) operating activities
    153,574       49,576  
                 
CASH FLOW INVESTING ACTIVITIES
               
  Purchase of fixed assets
    (2,215 )     -  
Net cash provided by (used in) investing activities
    (2,215 )     -  
                 
CASH FLOW FINANCING ACTIVITIES
               
Proceeds from loans
    110,000       -  
Repayments of loans
    (237,508 )     -  
Net cash provided by (used in) financing activities
    (127,508 )     -  
                 
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS
    23,851       49,576  
NET CASH PROVIDED BY DISCONTINUED OPERATIONS
    -       (30,849 )
NET CHANGE IN CASH
    23,851       18,727  
CASH AT BEGINNING OF PERIOD
    22,847       379,600  
CASH AT END OF PERIOD
  $ 46,698     $ 398,327  
                 
Supplemental Information                
Interest Paid
    15,127       -  
Income Tax Paid
    -        -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES
 
Shares issued for conversion of loans
    -       -  
Discount on note payable from related party - BCF
    54,427       -  
Discount on note payable from related party - Warrants
    54,428       -  
Net liabilities assumed under the Right Tag acquisition
    111,572       -  

 
4

 
INOVA TECHNOLOGY INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Inova have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in Inova’s latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-KSB, have been omitted.

Restatements

On June 1, 2005, Inova acquired Web’s Biggest, Inc., a California Corporation, for 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Inova. This transaction was originally recorded as a recapitalization of Inova. Consequently the transaction was considered to be a reverse merger and the accounting treatment was as if Web’s Biggest, Inc acquired Inova. When completed, this transaction resulted in a change of control of Inova. After consummation of the merger, Inova shareholders owned approximately 10% of the newly combined entity.

During 2008, Inova determined that the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply.

The company should have accounted for the merger as a reverse acquisition whereby the shares retained by the registrant’s shareholders would be fair valued using the closing price of the registrant’s shares (purchase price) and compared to the fair value of the net assets at the time of merger. The company determined the purchase price was (70,425,950 shares x 6/1/05 closing price of $.035 = $2,464,908). The fair value of the net assets was ($508,037) resulting in goodwill of $2,612,304 and intangibles of $360,641. Therefore the net assets and equity will be increased by this amount.  Intangible amortization was $30,054.

There were management fees of $15,000 per month from prior years which were not paid but which are now being realized as an increase in paid in capital and reduction of retained earnings for a total of $270,000.
 
Inova issued more common shares to its related parties than the number of shares previously authorized. Due to the fact that the authorized shares were not increased until July 2008, all common share issuance in excess of its 600,000,000 authorized shares were considered as invalid until July 2008. It was concluded by management that all shares issued in excess of the previously authorized shares considered not to be issued until July 28, 2008.  There were 125,524,208 common shares issued by Inova to its related parties to convert the outstanding preferred shares. An adjustment was made to reduce common stock par value by $320, increase the preferred stock par value by $4,951 and increase the additional paid in capital by $50,794 and the debt $46,163.  The following tables reflect the restatements:

5

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets Impacts
(Unaudited)
 
The following table sets forth the effects of the restatement adjustments on the consolidated balance sheet as of July 31, 2007 and 2006.

   
July 31, 2007
                   
   
As Previously
         
July 31, 2007
   
April 30, 2007
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
ASSETS
                       
                         
Current assets
                       
Cash
  $ 46,698     $ -     $ 46,698     $ 22,847  
Restricted cash - escrow
    -       -       -       339,758  
Accounts receivables
    181,238       -       181,238       208,408  
Inventory
    12,850       -       12,850       -  
Prepaid and other current assets
    4,089       -       4,089       -  
Total current assets
    244,875       -       244,875       571,013  
                                 
Fixed assets
    3,254       -       3,254       1,039  
Goodwill
    436,572       2,612,304       3,048,876       2,612,304  
Intangibles
    -       100,177       100,177       130,230  
Total assets
  $ 684,701     $ 2,712,481     $ 3,397,182     $ 3,314,586  
                                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                               
                                 
Current liabilities
                               
Accounts payable
  $ 531,776     $ -     $ 531,776     $ 532,962  
Accrued liabilities
    56,665       -       56,665       5,811  
Current maturities of long-term debt - related parties
    438,256       46,163       484,419       662,690  
Current maturities of long-term debt
    99,160       -       99,160       -  
Total current liabilities
    1,125,857       46,163       1,172,020       1,201,463  
Long term debt -  net of current maturities
    404,827       -       404,827       439,545  
Total liabilities
    1,530,684       46,163       1,576,847       1,641,008  
                                 
Stockholders' deficit
                               
Convertible preferred stock, $0.001 par value; 25,000,000
    -       4,951       4,951       4,951  
shares authorized; 4,951,000 issued and outstanding
                         
Common stock, $0.001 par value; 3,000,000,000 shares
    1,820       (320 )     1,500       1,500  
authorized; 1,500,000 shares
                               
shares issued and outstanding
                               
Additional paid-in capital
    (324,569 )     3,192,151       2,867,582       2,758,726  
Retained deficit
    (523,234 )     (530,464 )     (1,053,698 )     (1,091,599 )
Total stockholders' equity (deficit)
    (845,983 )     2,666,318       1,820,335       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 684,701     $ 2,712,481     $ 3,397,182     $ 3,314,586  

 
6

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations Impacts
For the three months ended July 31, 2007 and 2006
(Unaudited)
 
The following table sets forth the effects of the restatement adjustments on the consolidated statements of operations for the three months ended July 31, 2007 and 2006.

   
July 31, 2007
                   
   
As Previously
         
July 31, 2007
   
July 31, 2006
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
Revenues
  $ 385,112     $ -     $ 385,112     $ 486,957  
Cost of revenues
    (145,263 )     -       (145,263 )     (75,776 )
Operating expenses
    (140,197 )     (30,054 )     (170,251 )     (108,652 )
Operating loss
    99,652       (30,054 )     69,598       302,529  
                                 
Other income (expense):
                               
Interest expense
    (31,695 )     -       (31,695 )     -  
Income (loss) from continuing operations
    67,957       (30,054 )     37,903       302,529  
Loss from discontinuing operations
    -       -       -       (30,849 )
Net income (loss)
  $ 67,957     $ (30,054 )   $ 37,903     $ 271,680  
                                 
Basic and diluted income (loss) per share:
                               
                                 
From continuing operations
  $ 0.05     $ (0.02 )   $ 0.03     $ 1.72  
From discontinued operations
  $ -     $ -     $ -     $ (0.18 )
Total
  $ 0.05     $ (0.02 )   $ 0.03     $ 1.55  
                                 
Weighted average common shares
    1,500,000       1,500,000       1,500,000       175,721  
 
 
7

 
Goodwill and Intangible Assets

Inova applies the provisions of SFAS No. 142, "Goodwill and Intangible Assets" Under SFAS No. 142, goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.
 

As shown in the accompanying financial statements, Inova incurred losses from operations, has negative working capital and has negative cash flows from operations. These conditions raise substantial doubt as to Inova's ability to continue as a going concern. Management is trying to raise additional capital through sales of equity and debt. The financial statements do not include any adjustments that might be necessary if Inova is unable to continue as a going concern.
 
NOTE 3 - LOANS FROM RELATED PARTIES

Loans payable from related parties consists of advances from existing shareholders. These notes are unsecured, bear interest at 7% to 11%, and are repayable in two to three years.  These notes are convertible into 137,209,302 shares of common stock at conversion prices ranging from $.003 to $.0258 per share.

During the first quarter of 2008, with the additional borrowings from a shareholder, Inova issued 21,000,000 warrants to purchase common stock of Inova to this shareholder.
 
These warrants are for a term of three years, have an exercise price of $.0033 and vest immediately. Fair value of $63,000 was calculated using the Black-Scholes Model. Variables used in the Black-Scholes option-pricing model during the three months ended July 31, 2007, include (1) 4.55% discount rate, (2) warrant life of three years, (3) expected volatility of 550%, and (4) zero expected dividends. The relative fair value of $54,428 was recorded as a discount to the note payable at July 31, 2007.

Inova analyzed the convertible notes and warrants for derivative accounting consideration under SFAS 133 and EITF 00-19. Inova determined that derivative accounting is not applicable.

Inova analyzed the convertible notes for beneficial conversion feature accounting consideratio under EITF 98-5 and EITF 00-27 and determined the conversion prices when adjusted for the relative fair value of the warrants were below the market trading price of Inova's common stock when the notes were issued, therefore creating a Beneficial Conversion Feature of $54,427 which was recorded as an additional discount to the notes payable at the issue date.

All discounts will be amortized over the life of the notes. A summary of the activity for the quarter is as follows:
 
Carrying amount of notes on April 30, 2007
  $ 1,102,235  
    Add: gross proceeds from notes
    110,000  
    Additional interest accrued
    21,149  
    Less: beneficial conversion feature
    (54,427 )
    Less: relative fair value of warrants granted
    (54,428 )
    Less: repayments of notes
    (283,671 )
    Add: amortization of discounts
    2,225  
         
Carrying amount of notes on July 31, 2007
  $ 843,083  
 
8

 
NOTE 4 - PURCHASE OF RIGHT TAG

On May 1, 2007, Inova acquired Right Tag, Inc. from Right Tag’s shareholders for $325,000 cash plus additional consideration paid to Right Tag’s shareholders based on Right Tag’s gross profit over the next five years.  Right Tag manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions.  The entity was acquired in an effort for Inova to expand and pursue potentially profitable and strong investment opportunities.

The purchase price allocation is preliminary awaiting a final valuation of the assets acquired.  The estimated fair values of the assets acquired and the liabilities assumed at May 1, 2007 are as follows:

Cash
  $ 646  
Accounts receivable
    4,020  
Inventory
    12,850  
Prepaid expense
    115  
Goodwill
    436,572  
Accounts payable
    (28,771 )
Accrued liabilities
    (1,812 )
Shareholder loans
    (99,160 )
         
Total
  $ 325,000  
 
The results of this acquisition are included in the consolidated financial statements from the date of acquisition.  The following shows the unaudited pro forma results of operations as though the purchase of Right Tag had been completed on May 1, 2006:
 
   
(Actual)
       
   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
July 31, 2007
   
July 31, 2006
 
             
             
Revenues
  $ 385,112     $ 539,759  
                 
Income from continuing operations
    67,957       376,796  
                 
Loss from discontiuned operations
    -       (30,849 )
                 
Net income
    67,957       345,947  
                 
Basic and diluted net income per share from continuing operations
    0.00       0.01  
Basic and diluted net income (loss) per share from discontinuing operations
    -       (0.00 )
Basic and diluted net income per share
    0.00       0.00  
                 
Weighted average common shares
    725,524,208       70,383,450  
 
9

 
NOTE 5 - COMMON STOCK

During the first quarter of 2008, 2,564,594 common shares were issued to a related party as partial payment of a note payable.  The value of the shares was $46,163 resulting in a reduction of the note payable by that amount.
NOTE 6 - SEGMENT INFORMATION

Inova has three reportable segments, one providing IT solutions and services, one providing data management and storage and one which manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment .  Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly in deciding how to allocate resources and in assessing performance.
 
 
 
 
Edgetech
   
DM
   
Right Tag
   
Totals
 
                         
Net sales
  $ 35,468     $ 313,115     $ 36,529     $ 385,112  
Expenses
    154,978       104,003       58,534       317,515  
Operating income (loss) 
    -119,510       209,112       -22,005       67,597  

 
NOTE 7 - COMMITMENT AND CONTINGENCIES

The Kims litigation:

Two former officers and directors of Inova, Tae Ho Kim and Sang Ho Kim, filed suit against Inova and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that Inova breached an alleged employment agreement with them, as well as the separation agreement that Inova and the Kims entered into upon the termination of the Kims’ employment with Inova. In May 2007, the Kims were awarded $215,691, which has been accrued by Inova in accounts payable as of July 31, 2007. The company is planning to appeal.

The Top Layer Networks litigation:

In January 2006, Top Layer Networks, Inc., a provider of hardware to Inova’s Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.  Inova estimates it will be obligated to pay $10,000, which has been accrued by Inova in accounts payable as of July 31, 2007.

The Roy litigation:

In February 2006, Mr. Charles Roy sued Inova in the Superior Court of the State of California in the County of Los Angeles. The lawsuit alleged that Inova breached a consulting agreement by not paying Roy the amounts contained in the agreement and sought monetary damages of $90,000.  At approximately the same time as Mr. Xavier Roy resigned as CEO, Inova discovered that Xavier Roy had executed the agreement.
 
The agreement required Inova to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that Inova must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.  Inova claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to Inova, and that as a result, Mr. Roy did not have authority to enter into the agreement.  The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against Inova, which has been accrued by Inova in accounts payable as of July 31, 2007. The Company has filed suit against both Xavier Roy and Charles Roy, alleging that they attempted to defraud the Company of approximately $108,000. This matter is ongoing.
10

 
Item 2. Management Discussion and Analysis

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation contains forward looking statements.” Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the unaudited Consolidated Financial Statements and related Notes included in Item 1.

In accordance with SFAS 144, “ Accounting for the Impairment or Disposal of Long-Lived assets”, the divestiture of Web’s Biggest, Inc. qualifies as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of this business in discontinued operations within the statements of operations and balance sheets for all periods presented.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JULY 31, 2007

Net revenues decreased from $486,957 in the three-month period ending July 31, 2006 to $385,112 for the three-month period ending July 31, 2007. This is  due to a focus by management on a large acquisition. A plan to fulfill orders in the backlog will occur in subsequent quarters.

Selling, general and administrative expenses increased from $108,652 for the three months ending July 31, 2007 to $170,251 for the same period in 2007.. These increased expenses are due to the Right Tag acquisition, interest expenses and professional fees associated with the various transactions.

Net income from continuing operations decreased from $302,529 for the three months ending July 31, 2006 to $37,903 for the same period in 2007. The decrease in profit is due to reduced revenues and increased expenses described above.
 
LIQUIDITY AND CAPITAL RESOURCES

Our operating activities for the three months ended July 31, 2007, have not generated adequate cash to meet our operating needs.  Our Chief Executive Officer has loaned the Company over $500,000 in order to make up for this shortfall in available cash. As of July 31, 2007, we had cash and cash equivalents totaling $46,698, and accounts receivable of $181,238.
 
Management believes that existing cash, cash equivalents and investments in marketable debt securities, together with any cash generated from operations will be sufficient to meet normal operating requirements including capital expenditures for the next twelve months.  In order to make up for any shortfall, the Company’s CEO may continue to lend money to the Company; however, he is under no obligation to do so. If he does loan money to the Company, this will result in debt that eventually has to be repaid, which could impact our future cash flow.
 
Item 3. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

Management has evaluated, with the participation of our Chief Executive Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report and concluded that our disclosure controls and procedures were not effective to ensure that all material information required to be disclosed in this Quarterly Report on Form 10-QSB has been made known to them in a timely fashion.  We identified deficiencies in our internal controls and disclosure controls related to the valuation of warrants granted and accounting for convertible notes and the related beneficial conversion feature. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Office and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

(b)  Changes in internal controls

There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
11

 
PART II

Item 1. Litigation

The Kims litigation:

Two former officers and directors of Inova, Tae Ho Kim and Sang Ho Kim, filed suit against Inova and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that Inova breached an alleged employment agreement with them, as well as the separation agreement that Inova and the Kims entered into upon the termination of the Kims’ employment with Inova. In May 2007, the Kims were awarded $215,691, which has been accrued by Inova in accounts payable as of July 31, 2007. The company is planning to appeal.

The Top Layer Networks litigation:

In January 2006, Top Layer Networks, Inc., a provider of hardware to Inova’s Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.  Inova estimates it will be obligated to pay $10,000, which has been accrued by Inova in accounts payable as of July 31, 2007.
 
The Roy litigation:

In February 2006, Mr. Charles Roy sued Inova in the Superior Court of the State of California in the County of Los Angeles. The lawsuit alleged that Inova breached a consulting agreement by not paying Roy the amounts contained in the agreement and sought monetary damages of $90,000.  At approximately the same time as Mr. Xavier Roy resigned as CEO, Inova discovered that Xavier Roy had executed the agreement. The agreement required Inova to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that Inova must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.  Inova claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to Inova, and that as a result, Mr. Roy did not have authority to enter into the agreement.  The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against Inova, which has been accrued by Inova in accounts payable as of July 31, 2007. The Company has filed suit against both Xavier Roy and Charles Roy, alleging that they attempted to defraud the Company of approximately $108,000. This matter is ongoing.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.
 
Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Other Information

On August 17, 2007, the Company received notice from the Financial Industry Regulatory Authority (“FINRA”) that the Company’s stock would be removed from the Over the Counter Bulletin Board (“OTCBB”). The Company has requested a hearing, and pursuant to FINRA rules, the Company’s stock will not be removed from the OTCBB unless and until the hearing arbitrator has ruled that the Company’s stock is no longer eligible for OTCBB quotation.

Management of the Company believes that the Company should grow through acquisitions. As a result, Management is currently assessing various acquisition candidates in the Internet and information technology industry. However, there is no assurance that the Company will be able to successfully negotiate an acquisition with another company or raise sufficient capital to fund the acquisition. Even if such an acquisition is negotiated, the final result will depend on due diligence, financing, and regulatory and shareholder approvals, none of which are assured. In the event that the Company chooses to raise capital to fund an acquisition, the issue of new stock may significantly dilute shareholders. Shareholders and potential investors are therefore cautioned to rely only on Inova’s current financial condition and business operations without regard to the possibility of an acquisition.
 
Item 5. Exhibits
 
(A) Exhibits
 
Exhibit Number
Description
31.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
31.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
32.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
32.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   


12


SIGNATURES
 
In accordance with the  requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EDGETECH SERVICES INC.  
       
Date: June 15, 2009
By:
 /s/ Adam Radly                                            
   
Adam Radly
 
    Chairman and CEO  
       
       
Date: June 15, 2009
By:
/s/ Bob Bates                                                                    
    Bob Bates  
    CFO  
       




13

 
Exhibit 31.1
 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)
 

I,   Adam Radly, Chief Executive Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.   The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):   

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             

                                   

     
       
Date: June 15, 2009    
By:
 /s/   Adam Radly                  
    Adam Radly  
    Chief Executive Officer  
       


 
Exhibit 31.2
 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)
 

I,    Bob Bates, Chief Financial Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):                                  
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             


     
       
Date:  June 15, 2009          
By:
/s/  Bob Bates                                      
    Bob Bates  
    Chief Financial Officer  
       





 
Exhibit 32.1
 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER 

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350
 

In connection with the Quarterly Report of Edgetech Services Inc.                                                 

On Form 10-QSB for the period ended July 31, 2007, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Adam Radly, Chief Executive  Officer of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            

       (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                                                                         

                               

     
       
Date: June 15, 2009
By:
/s/ Adam Radly                                      
    Adam Radly  
    Chief Executive Officer  
       
 

 
Exhibit 32.2
 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350
 

In connection with the Quarterly Report of Edgetech Services Inc.                                                    

On Form 10-QSB for the period ended July 31, 2007, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Bob Bates, CFO of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            

         (1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                                                                         



     
       
Date: June 15, 2009
By:
/s/ Bob Bates                            
    Bob Bates  
    CFO  
       
 
 

 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
Form 10-QSB
 

 
 
(Mark One)
     
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended October 31, 2007
   
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  
For the transition period from _____________  to _____________
   
  
Commission file number  000-27397

INOVA TECHNOLOGY INC.
(Exact name of small business issuer in its charter)
  
  
Nevada
98-0204280
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
  
  
233 Wilshire Blvd, Suite 400,
Santa Monica, CA, 90401
(Address of principal executive offices)
  
  
89146
(310) 857-6666
(Postal Code)
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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   o No

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

State the number of shares of outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,896,706
     
Transitional Small Business Disclosure Format (Check one): Yes o No x
 


 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
 
   
October 31, 2007
 
April 30, 2007
 
   
Restated
   
Restated
 
ASSETS
 
             
Current assets
           
Cash
  $ 24,890     $ 22,847  
Restricted cash - escrow
    -       339,758  
Accounts receivable
    84,689       208,408  
Inventory
    12,578       -  
Prepaid and other current assets
    3,974       -  
Total current assets
    126,131       571,013  
                 
Fixed assets
    3,254       1,039  
Goodwill
    3,048,875       2,612,304  
Intangibles
    70,125       130,230  
Deposit on acquisition of Desert
    100,000       -  
Total assets
  $ 3,348,385     $ 3,314,586  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
Current liabilities
               
Accounts payable
  $ 544,033     $ 532,962  
Accrued liabilities
    163,099       5,811  
Current maturities of long-term debt - related parties
    688,668       662,690  
Current maturities of long-term debt
    99,160       -  
Total current liabilities
    1,494,960       1,201,463  
Long term debt -  net of current maturities
    277,173       439,545  
Total liabilities
    1,772,133       1,641,008  
                 
Stockholders' deficit
               
Convertible preferred stock, $0.001 par value; 25,000,000
    4,951       4,951  
shares authorized; 4,951,000 issued and outstanding
 
Common stock, $0.001 par value; 3,000,000,000 shares
    1,500       1,500  
authorized; 1,500,000 shares issued
               
outstanding
               
Additional paid-in capital
    2,110,797       2,758,726  
Retained deficit
    (540,996 )     (1,091,599 )
Total stockholders' equity (deficit)
    1,576,252       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 3,348,385     $ 3,314,586  
 
 
2

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the three months ended October 31, 2007 and 2006 (Unaudited)
 
   
October 31, 2007
   
October 31, 2006
 
   
Restated
   
Restated
 
             
             
Revenues
  $ 90,954     $ 105,519  
Cost of revenues
    (65,255 )     (106,462 )
Operating expenses
    (142,620 )     (222,089 )
Operating loss
    (116,921 )     (223,032 )
                 
Other income (expense):
               
Interest income
    -       141  
Interest expense
    (127,163 )     -  
Income (loss) from continuing operations
    (244,084 )     (222,891 )
Income from discontinuing operations
    -       311,624  
Net income (loss)
  $ (244,084 )   $ 88,733  
                 
Basic income (loss) per share:
               
                 
From continuing operations
  $ (0.16 )   $ (1.27 )
From discontinued operations
  $ -     $ 1.77  
Total
  $ (0.16 )   $ 0.50  
                 
Diluted income (loss) per share:                
                 
From continuing operations
    (0.16 )     (1.27 )
From discontinued operations
    -        (0.18
Total
     (0.16 )     (0.05 )
                 
Weighted average common shares - Basic
    1,500,000       175,721  
Diluted
    1,500,000       1,759,959  
 
 
3

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the six months ended October 31, 2007 and 2006 (Unaudited)
 
     
October 31, 2007
   
October 31, 2006
 
     
Restated
   
Restated
 
               
Revenues
  $ 476,066     $ 645,278  
Cost of revenues
    (210,518 )     (199,222 )
Operating expenses
    (295,731 )     (364,065 )
 
Operating income (loss)
    (30,183 )     81,991  
                   
Other income (expense):
               
 
Interest income
            141  
 
Interest expense
    (175,998 )     (3,281 )
Income (loss) from continuing operations
    (206,181 )     78,851  
Income from discontinuing operations
    -       281,561  
Net income (loss)
  $ (206,181 )   $ 360,412  
                   
Basic income (loss) per share:
               
                   
From continuing operations
  $ (0.14 )   $ 0.45  
From discontinued operations
  $ -     $ 1.60  
Total
    $ (0.14 )   $ 2.05  
                 
Diluted income (loss) per share:                
                 
From continuing operations
    (0.14 )     0.04  
From discontinued operations
    -       0.16  
Total
     (0.14 )     0.20  
                 
Weighted average common shares - Basic
    1,500,000       175,721  
Diluted
    1,500,000       1,759,959  
 
 
 
4

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the six months ended October 31, 2007 and 2006 (Unaudited)
 
   
October 31, 2007
   
October 31, 2006
 
   
Restated
   
Restated
 
             
CASH FLOWS OPERATING ACTIVITIES
           
Net income (loss)
  $ (206,181 )   $ 360,412  
Less: income (loss) from discontinued operations
    -       281,561  
Income (Loss) from continuing operations
    (206,181 )     78,851  
                 
Contributed services
    -       90,000  
Additional shares issued for conversion of debt
    80,150       -  
Depreciation and amortization expense
    69,237       60,108  
Changes in operating assets and liabilities:
               
Increase (decrease) in accounts payable
    40,736       (94,939 )
Decrease (increase) in accounts receivable
    127,739       (40,024 )
Increase (decrease) in deferred income
            7,862  
Increase (decrease) in accrued expense
    58,305       (11,446 )
Increase (decrease) in inventory
    272       -  
Decrease (increase) in other current assets
    335,899       -  
Net cash provided by (used in) operating
    506,157       90,412  
                 
CASH FLOW INVESTING ACTIVITIES
               
  Purchase of Desert
    (100,000 )     -  
Purchase of Right-Tag
    (325,000 )     -  
Purchase of fixed assets
    (2,215 )     -  
Increase in loan receivable
    -       19,324  
Net cash provided by (used in) investing
    (427,215 )     19,324  
                 
CASH FLOW FINANCING ACTIVITIES
               
Proceeds from notes payable - related parties
    273,396       70,459  
Proceeds from APIC
    -       276,684  
Repayment of notes payable - related parties
    (350,295 )     (104,210 )
Net cash provided by (used in) financing activities
    (76,899 )     242,933  
                 
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS
    2,043       352,669  
NET CASH USED IN DISCONTINUED OPERATIONS
    -       281,561  
NET CHANGE IN CASH
    2,043       634,230  
CASH AT BEGINNING OF PERIOD
    22,847       379,600  
CASH AT END OF PERIOD
  $ 24,890     $ 1,013,830  
                 
Supplemental information                
Interest paid
    -     $  19,320  
Income tax paid
     -       -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES
 
Shares issued for conversion of loans
    -       -  
Shares issued for accounts payable - related parties
    -       -  
Discount on note payable from related party - BCF
    54,427       -  
Discount on note payable from related party - Warrants
    54,428       -  
Net liabilities assumed under the Right Tag acquisition
    111,572       -  
 
 
5

 
INOVA TECHNOLOGY INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Inova have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in Inova’s latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-KSB, have been omitted.

Restatements

On June 1, 2005, Inova acquired Web’s Biggest, Inc., a California Corporation, for 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Inova. This transaction was originally recorded as a recapitalization of Inova. Consequently the transaction was considered to be a reverse merger and the accounting treatment was as if Web’s Biggest, Inc acquired Inova. When completed, this transaction resulted in a change of control of Inova. After consummation of the merger, Inova shareholders owned approximately 10% of the newly combined entity.

During 2008, Inova determined that the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply.

The company should have accounted for the merger as a reverse acquisition whereby the shares retained by the registrant’s shareholders would be fair valued using the closing price of the registrant’s shares (purchase price) and compared to the fair value of the net assets at the time of merger. The company determined the purchase price was (70,425,950 shares x 6/1/05 closing price of $.035 = $2,464,908). The fair value of the net assets was ($508,037) resulting in goodwill of $2,612,304 and intangibles of $360,641. Therefore the net assets and equity will be increased by this amount.

There were management fees of $15,000 per month from prior years which were not paid but which are now being realized as an increase in paid in capital and reduction of retained earnings for a total of $270,000.  Intangible amortization was $30,054 for the three month period ending October 31, 2007 adn $60,108 for the six months ending October 31, 2007.
 
Inova issued more common shares to its related parties than the number of shares previously authorized.  Due to the fact that the authorized shares were not increased until July 2008, all common share issuance in excess of its 600,000,000 authorized shares were considered as invalid until July 2008. It was concluded by management that all shares issued in excess of the previously authorized shares considered not to be issued until July 28, 2008.  There were 125,524,208 common shares issued by Inova to its related parties to convert the outstanding preferred shares. An adjustment was made to reduce common stock par value by $397, increase the preferred stock par value by $4,951 and increase the additional paid in capital by $234,279 and the debt $229,725.  The following tables reflect the restatements:
 
6


 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets Impacts
(Unaudited)

The following table sets forth the effects of the restatement adjustments on the consolidated balance sheet as of October 31, 2007.
 
 
       
                         
   
October 31, 2007
                   
   
As Previously
         
October 31, 2007
   
April 30, 2007
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
ASSETS
                       
                         
Current assets
                       
Cash
  $ 24,890     $ -     $ 24,890     $ 22,847  
Restricted cash - escrow
    -       -       -       339,758  
Accounts receivable
    84,689       -       84,689       208,408  
Inventory
    12,578       -       12,578       -  
Prepaid and other current assets
    3,974       -       3,974       -  
Total current assets
    126,131       -       126,131       571,013  
                                 
Fixed assets
    3,254       -       3,254       1,039  
Goodwill
    436,572       2,612,303       3,048,875       2,612,304  
Intangibles
    -       70,125       70,125       130,230  
Deposit on acquisition of Desert
    100,000       -       100,000       -  
Total assets
  $ 665,957     $ 2,682,428     $ 3,348,385     $ 3,314,586  
                                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                               
                                 
Current liabilities
                               
Accounts payable
  $ 544,033     $ -     $ 544,033     $ 532,962  
Accrued liabilities
    25,699       137,400       163,099       5,811  
Current maturities of long-term debt - related parties
    596,343       92,325       688,668       662,690  
Current maturities of long-term debt
    99,160       -       99,160       -  
Total current liabilities
    1,265,235       229,725       1,494,960       1,201,463  
Long term debt -  net of current maturities
    277,173       -       277,173       439,545  
Total liabilities
    1,542,408       229,725       1,772,133       1,641,008  
                                 
Stockholders' deficit
                               
Convertible preferred stock, $0.001 par value; 25,000,000
    -       4,951       4,951       4,951  
shares authorized; 4,951,000 issued and outstanding
                               
Common stock, $0.001 par value; 3,000,000,000 shares
    1,897       (397 )     1,500       1,500  
authorized; 1,500,000 shares issued
                               
outstanding
                               
Additional paid-in capital
    (897,869 )     3,008,666       2,110,797       2,758,726  
Retained deficit
    19,521       (560,517 )     (540,996 )     (1,091,599 )
Total stockholders' equity (deficit)
    (876,451 )     2,452,703       1,576,252       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 665,957     $ 2,682,428     $ 3,348,385     $ 3,314,586  
 
 
7

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations Impacts
For the three months ended October 31, 2007 and 2006 (Unaudited)

The following table sets forth the effects of the restatement adjustments on the consolidated statements of operations for the three months ended October 31, 2007 and 2006.
 
   
October 31, 2007
                   
   
As Previously
         
October 31, 2007
   
October 31, 2006
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
                         
Revenues
  $ 90,954     $ -     $ 90,954     $ 105,519  
Cost of revenues
    (65,255 )     -       (65,255 )     (106,462 )
Operating expenses
    (112,566 )     (30,054 )     (142,620 )     (222,089 )
Operating loss
    (86,867 )     (30,054 )     (116,921 )     (223,032 )
                                 
Other income (expense):
                               
Interest income
    -       -       -       141  
Interest expense
    (127,163 )     -       (127,163 )     -  
Income (loss) from continuing operations
    (214,030 )     (30,054 )     (244,084 )     (222,891 )
Income from discontinuing operations
    -       -       -       311,624  
Net income (loss)
  $ (214,030 )   $ (30,054 )   $ (244,084 )   $ 88,733  
                                 
Basic income (loss) per share:
                               
                                 
From continuing operations
  $ (0.14 )   $ (0.02 )   $ (0.16 )   $ (1.27 )
From discontinued operations
  $ -     $ -     $ -     $ 1.77  
Total
  $ (0.14 )   $ (0.02 )   $ (0.16 )   $ 0.50  
                                 
Diluted income (loss) per share:
                               
                                 
From continuing operations   $ (0.14 )     (0.02 )      (0.16 )     (0.13 )
From discontinued operations     -       -       -       0.18  
Total
  $  (0.14 )      (0.02 )      (0.16 )     0.05  
                                 
Weighted average common shares - Basic
    1,500,000       1,500,000       1,500,000       175,721  
Diluted
    1,500,000       1,500,000       1,500,000       1,759,959  
                                 

 

 
8

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations Impacts
For the six months ended October 31, 2007 and 2006 (Unaudited)

The following table sets forth the effects of the restatement adjustments on the consolidated statements of operations for the six months ended October 31, 2007 and 2006.
 
   
October 31, 2007
                   
   
As Previously
         
October 31, 2007
   
October 31, 2006
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
Revenues
  $ 476,066     $ -     $ 476,066     $ 645,278  
Cost of revenues
    (210,518 )     -       (210,518 )     (199,222 )
Operating expenses
    (235,623 )     (60,108 )     (295,731 )     (364,065 )
  Operating income (loss)     29,925       (60,108 )     (30,183 )     81,991  
                                 
Other income (expense):
                               
  Interest income     -       -               141  
  Interest expense     (175,998 )     -       (175,998 )     (3,281 )
Income (loss) from continuing operations
    (146,073 )     (60,108 )     (206,181 )     78,851  
Income from discontinuing operations
    -       -       -       281,561  
Net income (loss)
  $ (146,073 )   $ (60,108 )   $ (206,181 )   $ 360,412  
                                 
Basic income (loss) per share:
                               
                                 
From continuing operations
  $ (0.10 )   $ (0.04 )   $ (0.14 )   $ 0.45  
From discontinued operations
  $ -     $ -     $ -     $ 1.60  
Total
  $ (0.10 )   $ (0.04 )   $ (0.14 )   $ 2.05  
                                 
Diluted income (loss) per share:
                               
                                 
From continuing operations   $ (0.14 )     (0.02 )      (0.16 )     0.04  
From discontinued operations     -       -       -       0.16  
Total
  $  (0.14 )      (0.02 )      (0.16 )     0.20  
                                 
Weighted average common shares - Basic
    1,500,000       1,500,000       1,500,000       175,721  
Diluted
    1,500,000       1,500,000       1,500,000       1,759,959  
                                 

 
9

 
 
Goodwill and Intangible Assets

Inova applies the provisions of SFAS No. 142, "Goodwill and Intangible Assets" Under SFAS No. 142, goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Inova incurred losses from operations, has negative working capital and has negative cash flows from operations. These conditions raise substantial doubt as to Inova's ability to continue as a going concern. Management is trying to raise additional capital through sales of equity and debt. The financial statements do not include any adjustments that might be necessary if Inova is unable to continue as a going concern.

NOTE 3 - LOANS FROM RELATED PARTIES

Loans payable from related parties consists of advances from existing shareholders. These notes are unsecured, bear interest at 7% to 11%, and are repayable in two to three years.  These notes are convertible into 137,209,302 shares of common stock at conversion prices ranging from $.003 to $.0258 per share.

During the first quarter of fiscal 2008, with the additional borrowings from a shareholder, Inova issued 21,000,000 warrants to purchase common stock of Inova to this shareholder.

These warrants are for a term of three years, have an exercise price of $.0033 and vest immediately. Fair value of $63,000 was calculated using the Black-Scholes Model. Variables used in the Black-Scholes option-pricing model during the three months ended October 31, 2007, include (1) 4.55% discount rate, (2) warrant life of three years, (3) expected volatility of 550%, and (4) zero expected dividends. The relative fair value of $54,428 was recorded as a discount to the note payable at October 31, 2007.

Inova analyzed the convertible notes and warrants for derivative accounting consideration under SFAS 133 and EITF 00-19. Inova determined that derivative accounting is not applicable.

Inova analyzed the convertible notes for beneficial conversion feature accounting consideratio under EITF 98-5 and EITF 00-27 and determined the conversion prices when adjusted for the relative fair value of the warrants were below the market trading price of Inova's common stock when the notes were issued, therefore creating a Beneficial Conversion Feature of $54,427 which was recorded as an additional discount to the notes payable at the issue date.

All discounts will be amortized over the life of the notes using the effective interest method. A summary of the activity for the six month ended October 31, 2007 is as follows:

Carrying amount of notes on April 30, 2007
 
$
1,102,235
 
    Add: gross proceeds from notes
   
273,396
 
    Additional interest accrued
   
40,231
 
    Less: beneficial conversion feature
   
(54,427
)
    Less: relative fair value of warrants granted
   
(54,428
)
    Less: repayments of notes
   
(442,619
)
    Add: amortization of discounts
   
9,128
 
         
Carrying amount of notes on October 31, 2007
 
$
873,516
 
 
10

 
NOTE 4 - PURCHASE OF RIGHT TAG

On May 1, 2007, Inova acquired Right Tag, Inc. from Right Tag’s shareholders for $325,000 cash plus additional consideration paid to Right Tag’s shareholders based on Right Tag’s gross profit over the next five years.  Right Tag manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions.  The entity was acquired in an effort for Inova to expand and pursue potentially profitable and strong investment opportunities.

The purchase price allocation is preliminary awaiting a final valuation of the assets acquired.  The estimated fair values of the assets acquired and the liabilities assumed at May 1, 2007 are as follows:
 
Cash
 
$
646
 
Accounts receivable
   
4,020
 
Inventory
   
12,850
 
Prepaid expense
   
115
 
Goodwill
   
436,572
 
Accounts payable
   
(28,231
)
Accrued liabilities
   
(1,812
)
Shareholder loans
   
(99,160
)
         
Total
 
$
325,000
 
 
The results of this acquisition are included in the consolidated financial statements from the date of acquisition.  The following shows the unaudited pro forma results of operations as though the purchase of Right Tag had been completed on May 1, 2006:

             
   
(Actual)
       
   
Six Months
   
Six Months
 
   
Ended
   
Ended
 
   
October 31, 2007
   
October 31, 2006
 
Revenues
  $ 476,066     $ 561,579  
                 
Loss from continuing operations
    (146,073 )     (100,206 )
                 
Loss from discontinued operations
    -       280,775  
                 
Net income
  $ (146,073 )   $ 180,569  
                 
Basic and diluted net income per share from continuing operations
  $ 0.00     $ 0.00  
Basic and diluted net income (loss) per share from discontinued operations
    (0.00 )     (0.00 )
Basic and diluted net income per share
    0.00       0.00  
                 
Weighted average common shares
    726,806,505       703,983,450  
 
11

 
NOTE 5 - COMMON STOCK

During the six months ended October 31, 2007, 33,158,228 common shares were issued to a related party as partial payment of a note payable and account payable with carrying values totaling $149,575 The fair value of the shares was $229,725. Inova recognized additional interest expense of $80,150 as a result of these share issuances.
 
NOTE 6 - COMMITMENT AND CONTINGENCIES

The Kims litigation:

Two former officers and directors of Inova, Tae Ho Kim and Sang Ho Kim, filed suit against Inova and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that Inova breached an alleged employment agreement with them, as well as the separation agreement that Inova and the Kims entered into upon the termination of the Kims’ employment with Inova. In May 2007, the Kims were awarded $215,691, which has been accrued by Inova in accounts payable as of October 31, 2007. The company is planning to appeal.

The Top Layer Networks litigation:

In January 2006, Top Layer Networks, Inc., a provider of hardware to Inova’s Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.  Inova estimates it will be obligated to pay $10,000, which has been accrued by Inova in accounts payable as of October 31, 2007.

The Roy litigation:

In February 2006, Mr. Charles Roy sued Inova in the Superior Court of the State of California in the County of Los Angeles. The lawsuit alleged that Inova breached a consulting agreement by not paying Roy the amounts contained in the agreement and sought monetary damages of $90,000.  At approximately the same time as Mr. Xavier Roy resigned as CEO, Inova discovered that Xavier Roy had executed the agreement.

The agreement required Inova to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that Inova must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.  Inova claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to Inova, and that as a result, Mr. Roy did not have authority to enter into the agreement.  The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against Inova, which has been accrued by Inova in accounts payable as of October 31, 2007. The Company has filed suit against both Xavier Roy and Charles Roy, alleging that they attempted to defraud the Company of approximately $108,000. This matter is ongoing.

NOTE 7 - SUBSEQUENT EVENTS

Inova closed the acquisition of Desert Communications

Inova signed a definitive agreement to acquire Texas-based Desert Communications (“Desert”) for $5.5 million ($3.2 million to be paid in cash and $2.3 million to be paid under a three-year note payable). During the quarter ended October 31, 2007, the Company deposited $100,000 on the Desert acquisition. The acquisition closed on December 21, 2007.

Desert provides IT services to a customer base that primarily consists of Texas based school districts, local government entities and corporations. Services provided by Desert include IT network and communications services, network design, implementation and maintenance.

Funding for the acquisition was obtained from IBM and Boone Opportunity Lenders (“Boone”). IBM provided a $2.5 million line of credit and Boone Opportunity Lenders provided a $2 million debenture. Southbase LLC (a company related to the CEO, Mr Adam Radly) has also agreed to convert $600,000 of outstanding note I into stock of the Company.
 
12

 
Item 2. Management Discussion and Analysis

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation contains “forward looking statements.” Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the unaudited Consolidated Financial Statements and related Notes included in Item 1.

In accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived assets”, the divestiture of Web’s Biggest, Inc. qualifies as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of this business in discontinued operations within the statements of operations and balance sheets for all periods presented.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2007

Net revenues decreased from $105,919 in the three-month period ending October 31, 2006 to $90,954 for the three-month period ending October 31, 2007. This is due to a reduction in marketing over the same period.

Operating expenses decreased from $222,089 for the three months ending October 31, 2006 to $142,620 for the same period in 2007.

Net loss from continuing operations increased from $(222,891) for the three months ending October 31, 2006 to $(244,084) for the same period in 2007. The decrease in profit is due to reduced revenues and increased expenses as described above.
 
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED OCTOBER 31, 2007
 
Net Revenues decreased from $645,278 in the six-month period ending October 31, 2006 to $476, 066 for the six-month period ending October 31, 2007. This is due to a reduction in marketing over the same period.
 
Operating expenses decreased from $364,065 for the six months ending October 31, 2006 to $295,731 for the same period in 2007.
 
Net income from continuing operations was from $78,851 for the six months ending October 31, 2006 and there was a loss of $(206,181) for the same period in 2007. The decrease in profit is due to reduced revenues and increased expenses as described above.
 
LIQUIDITY AND CAPITAL RESOURCES

Our operating activities for the three months ended October 31, 2007, have not generated adequate cash to meet our operating needs.  Our Chief Executive Officer has loaned the Company over $500,000 in order to make up for this shortfall in available cash. As of October 31, 2007, we had cash and cash equivalents totaling $24,890, and accounts receivable of $84,689.
 
Management believes that existing cash, cash equivalents and investments in marketable debt securities, together with any cash generated from operations will be sufficient to meet normal operating requirements including capital expenditures for the next twelve months.  In order to make up for any shortfall, the Company’s CEO may continue to lend money to the Company; however, he is under no obligation to do so. If he does loan money to the Company, this will result in debt that eventually has to be repaid, which could impact our future cash flow.
 
13

 
Item 3. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

Management has evaluated, with the participation of our Chief Executive Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report and concluded that our disclosure controls and procedures were not effective to ensure that all material information required to be disclosed in this Quarterly Report on Form 10-QSB has been made known to them in a timely fashion.  We identified deficiencies in our internal controls and disclosure controls related to the valuation of warrants granted and accounting for convertible notes and the related beneficial conversion feature. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Office and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

(b)  Changes in internal controls

There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II

Item 1. Litigation

None.

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

None.
 
Item 3. Defaults Upon Senior Securities

Not Applicable.
 
Item 4. Other Information

On May 1, 2007, Inova acquired Right Tag, Inc, a manufacturer and supplier of standards compliant and durable RFID (Radio Frequency Identification) equipment, from Right Tag’s shareholders for $325,000 cash plus additional consideration paid to Right Tag’s shareholders based on Right Tag’s gross profit over the next five years.  Right Tag manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions.  The entity was acquired in an effort for Inova to expand and pursue potentially profitable and strong investment opportunities.

The purchase price allocation is preliminary awaiting a final valuation of the assets acquired.  The estimated fair values of the assets acquired and the liabilities assumed at May 1, 2007 are as follows:
 
Cash
 
$
646
 
Accounts receivable
   
4,020
 
Inventory
   
12,850
 
Prepaid expense
   
115
 
Goodwill
   
436,572
 
Accounts payable
   
(28,231
)
Accrued liabilities
   
(1,812
)
Shareholder loans
   
(99,160
)
         
Total
 
$
325,000
 

The results of this acquisition are included in the consolidated financial statements from the date of acquisition.  The following shows the unaudited pro forma results of operations as though the purchase of Right Tag had been completed on May 1, 2006:

   
(Actual)
       
   
Six Months
   
Six Months
 
   
Ended
   
Ended
 
   
October 31, 2007
   
October 31, 2006
 
Revenues
  $ 476,066     $ 561,579  
                 
Loss from continuing operations
    (146,073 )     (100,206 )
                 
Loss from discontinued operations
    -       (280,775 )
                 
Net income
  $ (146,073 )   $ 180,569  
                 
Basic and diluted net income per share from continuing operations
  $ ( 0.00 )   $ ( 0.00 )
Basic and diluted net income (loss) per share from discontinued operations
    (0.00 )     (0.00 )
Basic and diluted net income per share
    (0.00 )     0.00  
                 
Weighted average common shares
    726,806,505       703,983,450  
14

 
Item 5. Exhibits

(A) Exhibits


Exhibit
Number
Description
31.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
31.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
32.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
32.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
 

 


SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                                                      

EDGETECH SERVICES INC.


By:   /s/ Adam Radly
        Chairman and CEO

Date: June 15, 2009


By:   /s/ Bob Bates               
        Bob Bates, CFO

Date: June 15, 2009

 
 
15

 
Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)

I,   Adam Radly, Chief Executive Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.   The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             

Date:    June 15, 2009                     /s/   Adam Radly         
                                                         Chief Executive Officer
 

 
Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)

I,    Bob Bates, Chief Financial Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):   

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             

Date:     June 15, 2009                     /s/   Bob Bates
                                                           Chief Financial Officer

 


Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER 

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350

In connection with the Quarterly Report of Edgetech Services Inc.  On Form 10-QSB for the period ended October 31, 2007, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Adam Radly, Chief Executive  Officer of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            

          (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

       (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                                                                         

                                       By: /s/ Adam Radly  
                                      Adam Radly
                                      Chief Executive Officer

                                      June 15, 2009
 

 
Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350

In connection with the Quarterly Report of Edgetech Services Inc.    On Form 10-QSB for the period ended October 31, 2007, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Bob Bates, CFO of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            

       (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the  Company.                                                                         

                                       By: /s/ Bob Bates
                                       Bob Bates
                                       CFO

                                       June 15, 2009
 

 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
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 January 31, 2008
   
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  
For the transition period from ______________ to _____________
   
 
Commission file number:  000-27397
 
INOVA TECHNOLOGY INC.
(Exact name of small business issuer in its charter)

Nevada
 
98-0204280
(State or other jurisdiction of incorporation
or organization)
 
(I.R.S. Employer Identification No.)

233 Wilshire Blvd, Suite 400,
Santa Monica, CA, 90401
(Address of principal executive offices)

89146
 
(310) 857-6666
(Postal Code)
 
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o No

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

State the number of shares of outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 2,373,045
 
Transitional Small Business Disclosure Format (Check one):
Yes  o
No x

 

 
Consolidated Balance Sheets
(Unaudited)
 
   
January 31, 2008
   
April 30, 2007
 
   
Restated
   
Restated
 
ASSETS
           
             
Current assets
           
Cash
  $ 295,687     $ 22,847  
Restricted cash - escrow
    -       339,758  
Accounts receivable
    2,472,877       208,408  
Inventory
    334,085       -  
Prepaid and other current assets
    28,751       -  
Total current assets
    3,131,400       571,013  
                 
Fixed assets
    166,692       1,039  
Goodwill
    7,323,875       2,612,304  
Intangibles
    40,072       130,230  
Total assets
  $ 10,662,039     $ 3,314,586  
                 
 LIABILITIES AND STOCKHOLDERS' DEFICIT  
 
     
 
 
                 
Current liabilities
               
Accounts payable
  $ 1,410,032     $ 532,962  
Accrued liabilities
    358,878       5,811  
Current maturities of long-term debt - related parties
    5,292,915       662,690  
Deferred income
    390,568       -  
Short term debt
    99,160       -  
Total current liabilities
    7,551,553       1,201,463  
Long term debt -  net of current maturities
    1,724,468       439,545  
Total liabilities
    9,276,021       1,641,008  
                 
Stockholders' deficit
               
Convertible preferred stock, $0.001 par value; 25,000,000
    4,951       4,951  
shares authorized; 4,951,000 issued and outstanding
 
Common stock, $0.001 par value; 3,000,000,000 shares
    1,500       1,500  
authorized; 1,500,000 shares issued and
 
outstanding
               
Additional paid-in capital
    3,370,304       2,758,726  
Retained deficit
    (1,990,737 )     (1,091,599 )
Total stockholders' equity (deficit)
    1,386,018       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 10,662,039     $ 3,314,586  
 
 
2

 
 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the three months ended January 31, 2008 and 2007
(Unaudited)
 
   
January 31, 2008
   
January 31, 2007
 
   
Restated
   
Restated
 
             
Revenues
  $ 1,018,853     $ 490,643  
Cost of revenues
    (676,320 )     (473,055 )
Operating expenses
    (782,759 )     (214,149 )
Operating loss
    (440,226 )     (196,561 )
                 
Other income (expense):
               
Interest expense
    (252,729 )     (20,490 )
Income (loss) from continuing operations
    (692,955 )     (217,051 )
Loss from discontinuing operations
    -       (38,124 )
Loss from disposal of discontinud operations
    -        (1,226,061
Net income (loss)
  $ (692,955 )   $ (1,481,236 )
                 
Basic and diluted income (loss) per share:
               
                 
From continuing operations
  $ (0.46 )   $ (1.24 )
From discontinued operations
  $ -     $ (7.19 )
Total
  $ (0.46 )   $ (8.43 )
                 
Weighted average common shares
    1,500,000       175,721  
 
 
3

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the nine months ended January 31, 2008 and 2007
(Unaudited)
 
   
January 31, 2008
   
January 31, 2007
 
   
Restated
   
Restated
 
             
Revenues
  $ 1,494,919     $ 978,757  
Cost of revenues
    (886,838 )     (408,197 )
Operating expenses
    (1,097,340 )     (607,886 )
Operating loss
    (489,259 )     (37,326 )
                 
Other income (expense):
               
Interest expense
    (409,877 )     (20,273 )
Income (loss) from continuing operations
    (899,136 )     (57,599 )
Loss from discontinuing operations
    -       84,888  
Loss from disposal of discontinued operations
     -       (1,226,061 )
Net income (loss)
  $ (899,136 )   $ (1,198,772 )
                 
Basic and diluted income (loss) per share:
 
                 
From continuing operations
  $ (0.60 )   $ (0.33 )
From discontinued operations
  $ -     $ (6.49 )
Total
  $ (0.60 )   $ (6.82 )
                 
Weighted average common shares
    1,500,000       175,721  
 
 
4

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the nine months ended January 31, 2008 and 2007
 (Unaudited)
 
   
 January 31, 2008
 
 
January 31, 2007
 
   
Restated
   
Restated
 
             
CASH FLOWS OPERATING ACTIVITIES
           
Net loss
  $ (899,136 )   $ (1,198,772 )
Add: income (loss) from discontinued operations
    -       1,141,173  
Loss from disposal of discontinued operations     -        (1,226,061 )
Loss from continuing operations
    (899,136 )     (57,599 )
                 
Fair value of shares issued for interest expense
    80,151       -  
Contributed Services
    -       105,000  
Depreciation and amortization expense
    298,852       90,616  
Changes in operating assets and liabilities:
 
  Increase (decrease) in A/P and accrued expenses
    874,139       (212,201 )
  Decrease (increase) in accounts receivable
    146,246       342,692  
  Increase (decrease) in deferred income
            (157,622 )
  Increase (decrease) in accrued expense
    390,568       -  
  Increase (decrease) in inventory
    (27,952 )     -  
  Decrease (increase) in current assets
    317,776       -  
Net cash provided by operating activities of continued operations
    1,180,644       110,886  
Net cash provided by operating activities of discontinued operations     -       (1,226,061 )
Net cash provided by (used in) operating activities
    1,180,644       (1,115,175 )
                 
CASH FLOW INVESTING ACTIVITIES
               
  Increase (decrease) in loans receivable
    -       73,259  
  Purchase of Desert
    (3,725,000 )     -  
  Purchase of Right-Tag
    (325,000 )     -  
  Purchase of fixed assets
    (2,215 )     (3,055 )
Net cash provided by (used in) investing activities
    (4,052,215 )     70,204  
                 
CASH FLOW FINANCING ACTIVITIES
               
Proceeds from notes payable
    3,920,510       653,267  
Proceeds from notes payable - related parties
    -       24,987  
Proceeds from APIC
    15,520       -  
Repayment of notes payable
    (791,619 )     -  
Net cash provided by (used in) financing activities
    3,144,411       678,254  
                 
Net effect of exchange rates on cash
    -       (11,938 )
NET CHANGE IN CASH
    272,840       (378,655 )
CASH AT BEGINNING OF PERIOD
    22,847       379,600  
CASH AT END OF PERIOD
  $ 295,687     $ 945  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES
 
Shares issued for conversion of loans
    -       -  
Shares issued for accounts payable - related parties
    -       -  
Discount on note payable from related party - BCF
    54,427       -  
Discount on note payable from related party - Warrants
    541,628       -  
Net liabilities assumed under the Right Tag acquisition
    111,572       -  
Net assets acquired under the Desert Acquisition
    1,662,326       -  
Seller financing of Desert Acquisition
    2,475,000       -  
 
5

 
INOVA TECHNOLOGY INC. and SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Inova have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in Inova’s latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-KSB, have been omitted.

Restatements

On June 1, 2005, Inova acquired Web’s Biggest, Inc., a California Corporation, for 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Inova. This transaction was originally recorded as a recapitalization of Inova. Consequently the transaction was considered to be a reverse merger and the accounting treatment was as if Web’s Biggest, Inc acquired Inova. When completed, this transaction resulted in a change of control of Inova. After consummation of the merger, Inova shareholders owned approximately 10% of the newly combined entity.

During 2008, Inova determined that the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply.

The company should have accounted for the merger as a reverse acquisition whereby the shares retained by the registrant’s shareholders would be fair valued using the closing price of the registrant’s shares (purchase price) and compared to the fair value of the net assets at the time of merger. The company determined the purchase price was (70,425,950 shares x 6/1/05 closing price of $.035 = $2,464,908). The fair value of the net assets was ($508,037) resulting in goodwill of $2,612,304 and intangibles of $360,641 . Therefore the net assets and equity will be increased by this amount.

There were management fees of $15,000 per month from prior years which were not paid but which are now being realized as an increase in paid in capital and reduction of retained earnings for a total of $270,000. Intangible amortization was $30,054 for the three months and $90,162 for nine months.
 
Inova issued more common shares to its related parties than the number of shares previously authorized. Due to the fact that the authorized shares were not increased until July 2008, all common share issuance in excess of its 600,000,000 authorized shares were considered as invalid until July 2008. It was concluded by management that all shares issued in excess of the previously authorized shares considered not to be issued until July 28, 2008.  There were 125,524,208 common shares issued by Inova to its related parties to convert the outstanding preferred shares. An adjustment was made to reduce common stock par value by $873 and the debt $994,920, increase the preferred stock par value by $4,951 and increase the additional paid in capital by $998,998.  The following tables reflect the restatements:


6

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets Impacts
(Unaudited)
 
The following table sets forth the effects of the restatement adjustments on the consolidated balance sheet as of January 31, 2008.

   
January 31, 2008
                   
   
As Previously
         
January 31, 2008
   
April 30, 2007
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
ASSETS
                       
                         
Current assets
                       
Cash
  $ 295,687     $ -     $ 295,687     $ 22,847  
Restricted cash - escrow
    -       -       -       339,758  
Accounts receivable
    2,472,877       -       2,472,877       208,408  
Inventory
    334,085       -       334,085       -  
Prepaid and other current assets
    28,751       -       28,751       -  
Total current assets
    3,131,400       -       3,131,400       571,013  
                                 
Fixed assets
    166,692       -       166,692       1,039  
Goodwill
    4,711,572       2,612,303       7,323,875       2,612,304  
Intangibles
    -       40,072       40,072       130,230  
Total assets
  $ 8,009,664     $ 2,652,375     $ 10,662,039     $ 3,314,586  
                                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                               
                                 
Current liabilities
                               
Accounts payable
  $ 1,410,032     $ -     $ 1,410,032     $ 532,962  
Accrued liabilities
    221,478       137,400       358,878       5,811  
Current maturities of long-term debt - related parties
    4,435,395       857,520       5,292,915       662,690  
Deferred income
    390,568       -       390,568       -  
Short term debt
    99,160       -       99,160       -  
Total current liabilities
    6,556,633       994,920       7,551,553       1,201,463  
Long term debt -  net of current maturities
    1,724,468       -       1,724,468       439,545  
Total liabilities
    8,281,101       994,920       9,276,021       1,641,008  
                                 
Stockholders' deficit
                               
Convertible preferred stock, $0.001 par value; 25,000,000
    -       4,951       4,951       4,951  
shares authorized; 4,951,000 issued and outstanding
                               
Common stock, $0.001 par value; 3,000,000,000 shares
    2,373       (873 )     1,500       1,500  
authorized; 1,500,000 shares issued and
                               
outstanding
                               
Additional paid-in capital
    1,314,649       2,055,655       3,370,304       2,758,726  
Retained deficit
    (1,588,459 )     (402,278 )     (1,990,737 )     (1,091,599 )
Total stockholders' equity (deficit)
    (271,437 )     1,657,455       1,386,018       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 8,009,664     $ 2,652,375     $ 10,662,039     $ 3,314,586  



7

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations Impacts
For the three months ended January 31, 2008 and 2007
(Unaudited)

The following table sets forth the effects of the restatement adjustments on the consolidated statements of operations for the three months ended January 31, 2008 and 2007.

   
January 31, 2008
                   
   
As Previously
         
January 31, 2008
   
January 31, 2007
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
Revenues
  $ 1,018,853     $ -     $ 1,018,853     $ 490,643  
Cost of revenues
    (676,320 )     -       (676,320 )     (473,055 )
Operating expenses
    (752,705 )     (30,054 )     (782,759 )     (214,149 )
Operating loss
    (410,172 )     (30,054 )     (440,226 )     (196,561 )
                                 
Other income (expense):
                               
Interest expense
    (441,022 )     188,293       (252,729 )    
(20,490
)
Loss from disposal of discontinued operations
     (1,226,061                        
Income (loss) from continuing operations
    (851,194 )     158,239       (692,955 )     (217,051 )
Loss from discontinuing operations
    -       -       -       (38,124 )
Loss from discontinuing operations
    -       -       -        (1,226,061
Net income (loss)
  $ (851,194 )   $ 158,239     $ (692,955 )   $ (1,481,236 )
                                 
Basic and diluted income (loss) per share:
                               
                                 
From continuing operations
  $ (0.57 )   $ 0.11     $ (0.46 )   $ (1.24 )
From discontinued operations
  $ -     $ -     $ -     $ (7.19 )
Total
  $ (0.57 )   $ 0.11     $ (0.46 )   $ (8.43 )
                                 
Weighted average common shares
    1,500,000       1,500,000       1,500,000       175,721  
 
 
 
8



Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations Impacts
For the nine months ended January 31, 2008 and 2007
(Unaudited)
 
The following table sets forth the effects of the restatement adjustments on the consolidated statements of operations for the nine months ended January 31, 2008 and 2007.

   
January 31, 2008
                   
   
As Previously
         
January 31, 2008
   
January 31, 2007
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
Revenues
  $ 1,494,919     $ -     $ 1,494,919     $ 978,757  
Cost of revenues
    (886,838 )     -       (886,838 )     (408,197 )
Operating expenses
    (1,007,178 )     (90,162 )     (1,097,340 )     (607,886 )
Operating loss
    (399,097 )     (90,162 )     (489,259 )     (37,326 )
                                 
Other income (expense):
                               
Interest expense
    (598,170 )     188,293       (409,877 )     (20,273 )
Income (loss) from continuing operations
    (997,267 )     98,131       (899,136 )     (57,599 )
Loss from discontinuing operations
    -       -       -       84,888  
Loss from disposal of discontinued operations
     -       -       -        1,226,061  
Net income (loss)
  $ (997,267 )   $ 98,131     $ (899,136 )   $ (1,198,772 )
                                 
Basic and diluted income (loss) per share:
                               
                                 
From continuing operations
  $ (0.66 )   $ 0.07     $ (0.60 )   $ (0.33 )
From discontinued operations
  $ -     $ -     $ -     $ 6.49  
Total
  $ (0.66 )   $ 0.07     $ (0.60 )   $ (6.82 )
                                 
Weighted average common shares
    1,500,000       1,500,000       1,500,000       175,721  
 
 
9

 

Goodwill and Intangible Assets

Inova applies the provisions of SFAS No. 142, "Goodwill and Intangible Assets". Under SFAS No. 142, goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Inova incurred losses from operations, has negative working capital and has negative cash flows from operations. These conditions raise substantial doubt as to Inova's ability to continue as a going concern. Management is trying to raise additional capital through sales of equity and debt. These financial statements do not include any adjustments that might be necessary if Inova is unable to continue as a going concern.

NOTE 3 - PURCHASE OF RIGHT TAG AND DESERT COMMUNICATIONS

On May 1, 2007, Inova acquired Right Tag, Inc. for $325,000 cash plus additional consideration paid to Right Tag’s shareholders based on Right Tag’s gross profit over the next five years.  Right Tag manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions.  The entity was acquired in an effort for Inova to expand and pursue potentially profitable and strong investment opportunities in the RFID industry.
 
The purchase price allocation is preliminary awaiting a final valuation of the assets acquired.  The estimated fair values of the assets acquired and the liabilities assumed at May 1, 2007 are as follows:
 
Cash  
 
$
646
 
Accounts receivable  
   
4,020
 
Inventory  
   
12,850
 
Prepaid expense  
   
115
 
Goodwill  
   
436,572
 
Accounts payable  
   
(28,231
)
Accrued liabilities  
   
(1,812
)
Shareholder loans  
   
(99,160
)
   
       
Total  
 
$
325,000
 

On December 21, 2007, Inova acquired Texas-based Desert Communications (“Desert”) for $5.9 million ($3.2 million cash, a $2.5 million notes payable and a $0.2 million payable).

Desert provides IT services to a customer base that primarily consists of Texas based school districts, local government entities and corporations. Services provided by Desert include IT network and communications services, network design, implementation and maintenance.

Funding for the acquisition was obtained from IBM and Boone Opportunity Lenders (“Boone”). IBM provided $1.4 million of a $2.5 million line of credit and Boone Opportunity Lenders provided a $1.8 million debenture. IBM’s line of credit and Boone’s loans are secured by all of Inova’s and Inova’s subsidiaries assets. Inova also signed a $2.5 million promissory note payable to the previous owners of Desert. See Note 5 for more details.

The purchase price allocation is preliminary awaiting a final valuation of the assets acquired.  The estimated fair values of the assets acquired and the liabilities assumed at December 21, 2007 are as follows:

Cash
 
$
2,222,632
 
Accounts receivable
   
2,406,695
 
Inventory
   
293,283
 
Prepaid expense
   
6,654
 
Fixed assets
   
167,139
 
Goodwill
   
4,275,000
 
Accounts Payable and accrued liabilities
   
(3,434,077
)
         
Total
 
$
5,937,326
 
 
10

 
The results of these acquisitions are included in the consolidated financial statements from the date of acquisition.  The following shows the unaudited pro forma results of operations as though the purchases of Right Tag and Desert had been completed on May 1, 2006:

                       
 
(Proforma)
Nine Months
Ended
January 31, 2008
   
(Proforma)
Nine Months 
Ended 
January 31, 2007 
 
Revenues
  $ 11,099,452     $ 12,925,458  
Income (Loss) from continuing operations
    (125,444 )     761,675  
Loss from discontinued operations
    -          
Net income
    (125,444 )     761,675  
Basic and diluted net income per share from continuing operations
  $ (0.00 )   $ 0.00  
Basic and diluted net income (loss) per share from discontinued operations
    (0.00 )     0.00  
Basic and diluted net income per share
    (0.00 )     0.00  
Weighted average common shares
    737,431,815       70,288,450  

NOTE 4 – LOANS FROM RELATED PARTIES

Loans payable from related parties consists of advances from existing shareholders. These notes are unsecured, bear interest at 7% to 11%, and are repayable in two to three years.  These notes are convertible into 137,209,302 shares of common stock at conversion prices ranging from $.003 to $.0258 per share.

During the first quarter of fiscal 2008, with the additional borrowings from a shareholder, Inova issued 21,000,000 warrants to purchase common stock of Inova to this shareholder.

These warrants are for a term of three years, have an exercise price of $.0033 and vest immediately. Fair value of $63,000 was calculated using the Black-Scholes Model. Variables used in the Black-Scholes option-pricing model during the three months ended January 31, 2008, include (1) 4.55% discount rate, (2) warrant life of three years, (3) expected volatility of 550%, and (4) zero expected dividends. The relative fair value of $54,428 was recorded as a discount to the note payable at January 31, 2008.

Inova analyzed the convertible notes and warrants for derivative accounting consideration under SFAS 133 and EITF 00-19. Inova determined that derivative accounting is not applicable.
 
Inova analyzed the convertible notes for beneficial conversion feature accounting consideration under EITF 98-5 and EITF 00-27 and determined the conversion prices when adjusted for the relative fair value of the warrants were below the market trading price of Inova's common stock when the notes were issued, therefore creating a Beneficial Conversion Feature of $54,427 which was recorded as an additional discount to the notes payable at the issue date.

In December 2007, Southbase LLC (a company related to the CEO, Mr. Adam Radly, agreed to convert $719,032 of cash loaned to the company plus the interest accrued on the loan into 185,964,912 common shares of the company. As the result of the conversion, Inova recognized the remaining discounts of $99,727 during the nine months ended January 31, 2008.

All discounts will be amortized over the life of the notes using the effective interest method. A summary of the activities for the nine month ended January 31, 2008 is as follows:

Carrying amount of notes on April 30, 2007
 
$
1,102,235
 
    Add: gross proceeds from notes
   
318,396
 
    Additional interest accrued
   
53,231
 
    Less: beneficial conversion feature
   
(54,427
)
    Less: relative fair value of warrants granted
   
(54,428
)
    Less: repayments of notes
   
(394,324
)
    Less: repayments of notes by share issuances
   
(857,520
)
    Add: amortization of discounts
   
108,855
 
         
Carrying amount of notes on January 31, 2008
 
$
222,018
 

11

 
NOTE 5 - NOTES PAYABLE

In December 2007, a note payable of $1,792,000 was issued at a rate of 11.25% for 1.25 years by Boone Opportunity Lenders.

This loan has the following financial requirements:

1) Maintain availability under IBM $2.5 million line of credit of $250,000 or greater;

2) EBITDA of $1.7 million for 12 month period ending December 31, 2008 and $300,000 for each 3-month period beginning December 31, 2007;

3) No concentration above $2.5 million to any supplier through the IBM facility;

4) No concentration above 20% to any single customer;

5) No single accounts payable more than the greater of $300,000 or 20% of the accounts receivable balance under 60 days. The portion beyond 90 days past due must be less than 10% of the total accounts receivable.

As of January 31, 2008, the minimum time to measure had not elapsed, therefore, no determination of compliance was made as of that date.

167,279,258 warrants were issued to Boone with this note. The warrants expire in March 2012. 162,672,600 warrants have an aggregated exercise price of $200 and 4,606,658 warrants have an exercise price of $0.026 per share. The fair value of these warrants was calculated using the Black-Scholes Model include (1) 3.48% discount rate, (2) warrant life of 5 years, (3) expected volatility of 550%, and (4) zero expected dividends. The relative fair value and a discount of $487,200 was recorded at January 31, 2008.

Inova signed a put option agreement with Boone whereby anytime between June 10, 2010 and June 10, 2012, Boone can require Inova to repurchase from Boone up to 167,279,258 shares of Common Stock for $1,280,000. If at the time the Put is exercised, Boone was required to use the guaranty under the debenture, the repurchase price for the shares would be $1,440,000. The Put is not in effect until Boone exercises their warrants. As of January 31, 2008, the warrants had not been exercised.

Inova analyzed the notes and warrants for derivative accounting consideration under SFAS 133 and EITF 00-19. Inova determined that derivative accounting is not applicable.

Inova entered into a registration agreement with Boone requiring that a filing be done for the number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates. Regristrable securities are (i) all Warrant Shares (ii) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (iii) all Put Shares (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event. Inova shall pay to Bonne an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.00% of the aggregate purchase price paid by Boone pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by Boone. The parties agree that Inova shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares. Inova analyzed the registration right arrangement under the guidance of FSP EITF 00-19-b and determined that the contingent obligation to make future payments under the registration payment arrangement is not probable and can not be reasonably estimated at inception because currently Boone has not yet exercised the outstanding warrants and the registration right arrangement would not be effective until the warrants become Common Shares.

All discounts will be amortized over the life of the notes using the effective interest method. A summary of the activity for the nine month ended January 31, 2008 is as follows:
 
Carrying amount of notes on April 30, 2007
       
    Add: gross proceeds from notes
 
$
1,792,000
 
    Less: relative fair value of warrants granted
   
(487,200
)
Add: amortization of discount
   
 96,133
 
         
Carrying amount of notes on January 31, 2008 
 
 1,400,933
 

There are notes payable to the previous owners of Desert Communications in the amount of $2,475,000. The interest rates are 7% and they are payable over 2 years.

Desert had a $2.5 million line of credit with IBM. The interest rate is prime plus 2% and the facility had a balance of $1,427,820 at January 31, 2008.

12

 
NOTE 6 - COMMON STOCK

During the nine months ended January 31, 2008, 37,728,791 common shares were issued to a related party as partial payment of a note payable and account payable with carrying values totaling $195,738. The fair value of the shares was $275,888. Inova recognized additional interest expense of $80,150 related to the excess of fair value of the shares compared to the carrying balance of the liabilities.

In December 2007, Southbase LLC (a company related to the CEO, Mr. Adam Radly, agreed to convert $719,032 of cash loaned to the company plus the interest accrued on the loan into 185,964,912 common shares of the company. $400,000 was converted into 133,333,333 common shares at the stated rate of $0.003 per share, $200,000 was converted into 7,751,938 common shares at the stated rate of $0.026 per share and the remaining $119,032 was converted to 44,879,641 shares at their fair value of $426,357. Inova recognized additional interest expense of $188,293 related to the excess of fair value of the shares compared to the carrying balance of the liabilities.

NOTE 7 - COMMITMENT AND CONTINGENCIES

The Kim’s litigation:

Two former officers and directors of Inova, Tae Ho Kim and Sang Ho Kim, filed suit against Inova and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kim’s claimed in their lawsuit that Inova breached an alleged employment agreement with them, as well as the separation agreement that Inova and the Kim’s entered into upon the termination of the Kim’s’ employment with Inova. In May 2007, the Kim’s were awarded $215,691, which has been accrued by Inova in accounts payable as of January 31, 2008. Inova is planning to appeal.
 
The Top Layer Networks litigation:

In January 2006, Top Layer Networks, Inc., a provider of hardware to Inova’s Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.  Inova estimates it will be obligated to pay $10,000, which has been accrued by Inova in accounts payable as of January 31, 2008.

The Roy litigation:

In February 2006, Mr. Charles Roy sued Inova in the Superior Court of the State of California in the County of Los Angeles. The lawsuit alleged that Inova breached a consulting agreement by not paying Roy the amounts contained in the agreement and sought monetary damages of $90,000.  At approximately the same time as Mr. Xavier Roy resigned as CEO, Inova discovered that Xavier Roy had executed the agreement.

The agreement required Inova to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that Inova must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.  Inova claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to Inova, and that as a result, Mr. Roy did not have authority to enter into the agreement.  The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against Inova, which has been accrued by Inova in accounts payable as of January 31, 2008.

Inova has filed suit against both Xavier Roy and Charles Roy, alleging that they attempted to defraud the Company of approximately $108,000. This matter is ongoing.
 

13

 
 
The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation contains “forward looking statements.” Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the unaudited Consolidated Financial Statements and related Notes included in Item 1.

In accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived assets”, the divestiture of Web’s Biggest, Inc. qualifies as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of this business in discontinued operations within the statements of operations and balance sheets for all periods presented.
 
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

Net revenues increased from $490,643 in the three-month period ending January 31, 2007 to $1,018,853 for the three-month period ending January 31, 2008. This is due to the revenues from the newly-acquired Desert Communications.

Operating expenses increased from $214,149 for the three months ending January 31, 2007 to $782,759 for the same period in 2008. This was mainly due to the financing expenses incurred in raising cash to acquire Desert Communications.

Net loss from continuing operations increased from $(217,051) for the three months ending January 31, 2007 to $(692,995) for the same period in 2008. This is due to the profit from the newly-acquired Desert Communications.
 
RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JANUARY 31, 2008

Net revenues increased from $978,757 in the three-month period ending January 31, 2007 to $1,494,919 for the three-month period ending January 31, 2008. This is due to the revenues from the newly-acquired Desert Communications.

Operating expenses increased from $607,886 for the three months ending January 31, 2007 to $1,097,340 for the same period in 2008. This was mainly due to the financing expenses incurred in raising cash to acquire Desert Communications.

Net loss from continuing operations increased from $(57,599) for the three months ending January 31, 2007 to $(899,136) for the same period in 2008. This is due to the profits from the newly-acquired Desert Communications.

LIQUIDITY AND CAPITAL RESOURCES

Our operating activities for the three months ended January 31, 2008, have not generated adequate cash to meet our operating needs.  As of January 31, 2008, we had cash and cash equivalents totaling $295,687, and accounts receivable of $2,472,877.
 
Management believes that existing cash, cash equivalents and investments in marketable debt securities, together with any cash generated from operations will be sufficient to meet normal operating requirements including capital expenditures for the next twelve months. 
 

(a)  Evaluation of disclosure controls and procedures.

Management has evaluated, with the participation of our Chief Executive Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report and concluded that our disclosure controls and procedures were not effective to ensure that all material information required to be disclosed in this Quarterly Report on Form 10-QSB has been made known to them in a timely fashion.  We identified deficiencies in our internal controls and disclosure controls related to the valuation of warrants granted and accounting for convertible notes and the related beneficial conversion feature. We are in the process of improving our internal control over financial reporting in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our Board of Directors. We believe that this effort is sufficient to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Executive Office and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

(b)  Changes in internal controls

There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
14

 
PART II

Item 1. Litigation

None.


None.
 

Not Applicable.
 

On December 21, 2007, Inova acquired Texas-based Desert Communications (“Desert”) for $5.9 million ($3.3 million cash, a $2.4 million notes payable and a $0.2 million payable).

Desert provides IT services to a customer base that primarily consists of Texas based school districts, local government entities and corporations. Services provided by Desert include IT network and communications services, network design, implementation and maintenance.

Funding for the acquisition was obtained from IBM and Boone Opportunity Lenders (“Boone”). IBM provided $1.4 million of a $2.5 million line of credit and Boone Opportunity Lenders provided a $1.8 million debenture. IBM’s line of credit and Boone’s loans are secured by all of Inova’s and Inova’s subsidiaries assets. Inova also signed a $2.5 million promissory note payable to the previous owners of Desert. See Note 5 for more details.

The purchase price allocation is preliminary awaiting a final valuation of the assets acquired.  The estimated fair values of the assets acquired and the liabilities assumed at December 21, 2007 are as follows:

Cash
 
$
2,222,632
 
Accounts receivable
   
2,406,695
 
Inventory
   
293,283
 
Prepaid expense
   
6,654
 
Fixed assets
   
167,139
 
Goodwill
   
4,275,000
 
Accounts Payable and accrued liabilities
   
(3,434,077
)
         
Total
 
$
5,937,326
 
 
15

 
The results of these acquisitions are included in the consolidated financial statements from the date of acquisition.  The following shows the unaudited pro forma results of operations as though the purchase of Right Tag had been completed on May 1, 2006 and Desert December 31, 2006:
 
               
 
(Proforma)
Nine Months
Ended
January 31,
2008
   
(Proforma)
Nine Months
 Ended 
January 31,
2007
 
             
Revenues
  $ 11,099,452     $ 12,925,458  
Income (Loss) from continuing operations
    (125,444 )     761,675  
Loss from discontinued operations
    -          
Net income
    (125,444 )     761,675  
Basic and diluted net income per share from continuing operations
  $ (0.00 )   $ 0.00  
Basic and diluted net income (loss) per share from discontinued operations
    (0.00 )     0.00  
Basic and diluted net income per share
    (0.00 )     0.00  
Weighted average common shares
    737,431,815       70,288,450  
 

(A) Exhibits
 
Exhibit Number
Description
31.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
31.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
32.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
32.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
 
 
16




In accordance with the  requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                                                      
 


  EDGETECH SERVICES INC.  
       
Date: June 15, 2009
By:
/s/ Adam Radly                                        
   
Adam Radly
 
   
Chairman and CEO
 
       

Date: June 15, 2009
By:
 /s/ Bob Bates                                  
   
Bob Bates
 
    CFO  
       

 
 
 
17



 
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)
 
I,   Adam Radly, Chief Executive Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):                                  
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                             
 
                                         
     
       
Date: June 15, 2009   
By:
/s/ Adam Radly                               
    Adam Radly      
    Chief Executive Officer  
       




 
 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(A) OR RULE 15D - 14(A)

I,    Bob Bates, Chief Financial Officer, certify that:                 

1.   I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;                                                                

4.   The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                    

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                     

(b)  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and     

(c)  Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and             

5.   The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control    over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):                                  
 
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and               

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.                                                               


     
       
Date: June 15, 2009  
By:
 /s/ Bob Bates                            
    Bob Bates   
    Chief Financial Officer  
       
 

 
 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER 

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350

In connection with the Quarterly Report of Edgetech Services Inc.                                                 
 
On Form 10-QSB for the period ended January 31, 2008, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Adam Radly, Chief Executive Officer of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            
 
         (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             
 
      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.                                                                         

      
     
       
Date: June 15, 2009
By:
/s/ Adam Radly                        
   
Adam Radly
 
    Chief Executive Officer  
       
 
 

Exhibit 32.2
 

 
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

REQUIRED BY RULE 13A - 14(B) OR RULE 15D - 14(B) AND 18 U.S.C. 1350

In connection with the Quarterly Report of Edgetech Services Inc.                                                    

On Form 10-QSB for the period ended January 31, 2008, as filed with the Securities and Exchange  Commission  on  the date hereof (the "Report" ), I, Bob Bates, CFO of  the  Company,  certify, pursuant to 18 U.S.C. Sec. 1350, that:                                                                            
 
       (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                             

       (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the  Company.                                                                         

          
     
       
Date: June 15, 2009
By:
/s/ Bob Bates                   
    Bob Bates   
    CFO  
       
 
 

 
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 

 
FORM 10-KSB/A
 

 
 
x ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For Fiscal Year Ended
April 30, 2008

Commission File # 000-27397
 
INOVA TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation or organization)
 
98-0204280
(IRS Employer Identification Number)

233 Wilshire Boulevard, Suite 400, Santa Monica, California 90401
(Address of principal executive offices)(Zip Code)

800-757-9808
(Registrant's telephone no., including area code)
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $0.001 PAR VALUE
 
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 Noo
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Revenues for year ended April 30, 2008: $5,442,402
 
Number of shares of the registrant's common stock outstanding as of August 1, 2008 was: 956,911,693.
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
Transitional Small Business Disclosure Format (Check one): Yes x ; No o

This filing amends our Annual Report on Form 10-KSB for the year ended April 30, 2008, previously filed on August 13, 2008. Specifically, 1) The interest paid on the cash flow statement has been corrected, 2) The interest rate on a related party transaction was corrected 3) The tax valuation allowance has been corrected 4) The internal controls wording has been modified and several typographical errors have been fixed.
 

 
 
Inova Technology Inc.

Form 10-KSB


  
PART I
 
Item 1.
Description of Business
1
Item 2.
Description of Property
 2
Item 3.
Legal Proceedings
  2
Item 4.
Submission of Matters to a Vote of Security Holders
4
     
  
PART II
 
Item 5.
Market for Common Equity and Related Stockholder Matters
4
Item 6.
Managements Discussion and Analysis or Plan of Operations
  5
Item 7.
Financial Statements
6
Item 8.
Controls and Procedures
  37
  
  
  
  
PART III
  
Item 9.
Directors, Executive Officers, Promoters and Control Persons;
  40
Item 10.
Executive Compensation
  41
Item 11.
Security Ownership of Certain Beneficial Owners and Management
42
Item 12.
Certain Relationships and Related Transactions
  43
Item 13.
Exhibits
 44
Item 14.
Principal Accountant Fees and Services
 
 
 

 



Organization and History of the Company

Inova Technology Inc. (the “Company”) was incorporated in Nevada in 1997, as Newsgurus.com, Inc. The company changed its name to Secure Enterprise Solutions Inc. in 2002, then to Edgetech Services Inc. In 2007, the Company assumed its present name of Inova Technology, Inc.

In 2005, Edgetech entered into an agreement with the shareholders of Web’s Biggest, Inc., Mr. Xavier Roy of Los Angeles, California, and Advisors LLC, (collectively, “Web’s Biggest”) which resulted in Edgetech issuing 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Edgetech.

In 2006, Edgetech bought certain assets of Data Management, Inc., a Nevada corporation in exchange for 25 million convertible preferred shares. The convertible shares used to acquire it represented approximately 90% of the voting stock of Edgetech on a fully diluted basis. Concurrently, Edgetech sold its wholly-owned subsidiary, Web’s Biggest Limited, to Advisors LLC in exchange for 25 million convertible preferred shares of Edgetech Services, Inc. held by Advisors LLC.  The 25 million convertible preferred shares given to buy Data Management were the same 25 million convertible preferred shares received from the sale of Web’s Biggest.  
 
Prior to these transactions described above, the Company was controlled by Advisors LLC, an entity related to Mr. Paul Aunger, an officer and director of the registrant. When the transactions described above were completed, this resulted in a change of control of the Company and the controlling shareholder became Southbase International Ltd., an entity related to Mr. Adam Radly, an officer and director of the Company. Prior to these transactions, the unaffiliated shareholders of the Company owned approximately

 
1

 

10% of the Registrant and they continued to own approximately 10% of the Company on a fully diluted basis.  

On May 1, 2007, Inova also acquired RightTag Inc., a manufacturer of radio frequency identification (“RFID”) products.

On December 21, 2007, Inova acquired Texas-based Desert Communications (“Desert”) for $5.9 million ($3.3 million paid in cash and $2.6 million to be paid under notes payable).

Description of the Company’s Business

Inova is a technology holding company. Inova has four subsidiaries. These subsidiaries and their respective businesses are listed below:
 

Subsidiary/Division
Business
Edgetech Services Inc.
IT services and consulting
Data Management Inc. (dormant)
Government consulting and
 
procurement
RightTag, Inc.
Manufacturer of radio
 
frequency identification (RFID)
 
products
Desert Communications, Inc.
IT consulting and sales of
 
computer systems


Inova does not own any property.


The Kim’s litigation
Two former officers and directors of Edgetech, Tae Ho Kim and Sang Ho Kim, filed suit against the Company and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that the Company breached an alleged employment agreement with them, as well as the separation agreement that the Company and the Kims entered into upon the termination of the Kims employment with the Company. The lawsuit claims compensatory damages in the amount of CDN$694,000 and bad faith and punitive damages of CDN$800,000.

Following an investigation into the Kim’s’ management of the Company conducted by the Company’s legal counsel, the Company found that the Kims wrongfully retained Company property upon their separation from the Company and also issued themselves 25 million shares of Edgetech stock without complying with the terms of the corporate resolution granting them this stock. The Company believed that these actions represented a breach of fiduciary duty to the Company and a violation of the separation agreement. Furthermore, the Company believed that the Ontario court in which the Kims filed their lawsuit did not have jurisdiction over Inova. As a result, the Company believed that it had several strong defenses to the Kim’s lawsuit.

The Kims brought a motion to find the Company in breach of the settlement agreement. The Company’s position was that no agreement had been reached. The Company also asserted various procedural arguments.   
 
 
2

 
In May 2007, the court found that Inova had breached the settlement agreement and granted the Kim’s motion. The court entered judgment against Inova for $215,691. Inova has not paid this judgment.
 
The Top Layer Networks litigation
In January 2006, Top Layer Networks, Inc., a provider of hardware to our Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000.

The Company had originally negotiated a settlement of this case; however, due to cash flow problems, the Company did not implement the settlement. On April 18, 2008, the case was called for trial and Inova did not appear. The court therefore granted Top Layer judgment against Inova. A signed judgment has not been issued, and as a result, we do not know the full amount of Inova’s liability.
 
The Roy litigation
In February 2006, Mr. Charles Roy sued the Company in the Superior Court of the State of California for the County of Los Angeles. The lawsuit alleged that the Company breached a consulting agreement by not paying him the amounts contained in the agreement and sought monetary damages of $90,000.

At approximately the same time as Mr. Xavier Roy resigned as CEO, the Company discovered that Xavier Roy had executed the agreement. The agreement required the Company to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that the Company must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.

The Company claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to the Company, and that as a result, Mr. Roy did not have authority to enter into the agreement.

The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 plus legal fees against the Company.

 
3

 


No matters were submitted to a vote of security holders through solicitation or otherwise during the fourth quarter of the fiscal year covered by this report.



The Company’s common stock is traded on the pink pages under the symbol “IVTH.PK” Our CUSIP No. is 45776L100 . 

The following table lists the high and low closing sales prices for each quarter on the OTCBB for our common shares for the past two fiscal years. The below quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

             
30-Apr-08
    0.01       0.01  
                 
31-Jan-08
    0.01       0.01  
                 
31-Oct-07
    0.01       0.01  
                 
31-Jul-07
    0.02       0.02  
                 
30-Apr-07
    0.10       0  
                 
31-Jan-07
    0.01       0.01  
                 
31-Oct-06
    0.02       0.01  
                 
31-Jul-06
    0.02       0.01  

 
There are no restrictions that limit our ability to pay dividends on our common stock.  We have not declared any dividends since incorporation and we do not anticipate doing so in the foreseeable future.  Our present policy is to retain future earnings for use in our operations and expansion of our business.
 
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The information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operation contains "forward looking statements." Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements.

RESULTS OF OPERATIONS FOR THE TWELVE MONTH PERIOD ENDED APRIL 30, 2008

Total revenues (net sales) increased from $1,615,187 for the twelve month period ending April 2007 to $5,442,402 for the twelve-month period ending April 30, 2008.  This is primarily the result of revenues produced from the acquisition of Desert Communications. Desert was acquired on December 21, 2007 therefore the revenue for Inova for the 12 months ending April 30 2008 only includes revenue from Desert for the period from December 21, 2007 to April 30, 2008.

The Company’s selling, general and administrative expenses increased from $1,361,355 for the twelve months ending April 30, 2007 to $2,195,557 for the same period in 2008. This is primarily the result of the expenses from Desert.

Last fiscal year, the Company reported a net loss from continuing operations in the amount of $355,453; this loss increased to $976,062 for the fiscal year ended April 30, 2008. This has been caused by much larger interest expenses this year based on the significant borrowings associated with acquisitions.

The Company expects revenues to continue to increase as a result of the acquisition of Desert. In addition, once the Company pays off the debt incurred to acquire Desert, cash flow should improve considerably.

LIQUIDITY AND CAPITAL RESOURCES

Our operating activities for the twelve months ended April 30, 2008, did not generate adequate cash to meet our operating needs and were partly funded by our borrowing of cash from related parties.

As of April 30, 2008, we had cash and cash equivalents totaling $12,167 and total current assets were $3,550,316, total current liabilities were $6,270,275 and total stockholders’ equity was $1,401,948.
  
Management believes existing cash together with any cash generated from operations will be not be sufficient to meet normal operating requirements including capital expenditures for the next twelve months.  We may need to sell additional equity or debt securities or obtain credit facilities to further enhance our liquidity position and/or finance acquisitions, and the sale of additional equity securities could result in additional dilution to our stockholders.

OFF-BALANCE SHEET ARRANGEMENTS

None.
 
5

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Inova Technology, Inc.
Santa Monica, California

We have audited the accompanying consolidated balance sheets of Inova Technology, Inc., as of April 30, 2008 and 2007 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended April 30, 2008 and 2007. These consolidated financial statements are the responsibility of Inova’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Inova as of April 30, 2008 and 2007 and the results of its consolidated operations and its consolidated cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.
 
As discussed in Note 18 to the consolidated financial statements, the Company has restated its financial statements for the year ended April 30, 2007 and 2008 related to the accounting for acquisition of Web’s Biggest, unrecorded management fees and invalid share issuances.

As discussed in Note 3 to the consolidated financial statements, the accompanying consolidated financial statements have been prepared assuming that Inova will continue as a going concern. Inova requires significant amount of cash in its operations and does not have sufficient cash to fund its operations for the next twelve months, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas
August 13, 2008 except for Note 18 which is dated July 24, 2009
 
6

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
 
   
April 30, 2008
   
April 30, 2007
 
   
Restated
   
Restated
 
             
ASSETS
           
             
Current assets
           
Cash
  $ 12,167     $ 22,847  
Restricted cash - escrow
    -       339,758  
Accounts receivable
    769,918       208,408  
Contract receivables
    2,233,252       -  
Inventory
    101,679       -  
Cost in excess of billing
    198,655       -  
Prepaid and other current assets
    234,645       -  
Total current assets
    3,550,316       571,013  
                 
Fixed assets
    183,926       1,039  
Intangible assets
    845,332       2,612,304  
Goodwill
    5,904,782       130,230  
Total assets
  $ 10,484,356     $ 3,314,586  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities
               
Accounts payable
  $ 1,746,889     $ 532,962  
Accrued liabilities
    270,061       5,811  
Deferred income
    403,792       -  
Notes payable - related parties
    1,200,855       662,690  
Notes payable
    2,648,678       -  
Total current liabilities
    6,270,275       1,201,463  
Notes payable - related parties, net of current maturities
    2,812,133       439,545  
Total liabilities
    9,082,408       1,641,008  
                 
Stockholders' equity (deficit)
               
Convertible preferred stock, $0.001 par value; 25,000,000
    4,951       4,951  
shares authorized; 4,951,000 shares issued and
 
outstanding
               
Common stock, $0.001 par value; 3,000,000,000 shares
    1,500       1,500  
authorized; 1,500,000 shares issued and
               
outstanding
               
Additional paid-in capital
    3,463,158       2,758,726  
Retained deficit
    (2,067,661 )     (1,091,599 )
Total stockholders' equity (deficit)
    1,401,948       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 10,484,356     $ 3,314,586  
                 
                 
                 
See summary of accounting policies and notes to consolidated financial statements.
 
 
 
7

 
Inova Technology, Inc. and Subsidiaries
Consolidated Statements of Operations
For the year ended April 30, 2008 and 2007
For the year ended April 30, 2007 (Unaudited) - Restated
 
         
2007
 
   
2008
   
Restated
 
             
Revenues
  $ 5,442,402     $ 1,615,187  
Cost of revenues
    (4,109,518 )     (578,336 )
Operating expenses
    (2,195,557 )     (1,361,355 )
Operating loss
    (862,673 )     (324,504 )
                 
Other income (expense):
               
Interest income
    -       1,367  
Other income
    -       9,300  
Interest expense
    (113,389 )     (41,616 )
Income (loss) from continuing operations
    (976,062 )     (355,453 )
Loss from discontinued operations
    -       84,888  
Loss from disposal of discontinued operations
            (1,236,362  
Net loss
    (976,062 )     (1,506,927 )
Translation adjustment
    -       (4,877 )
Comprehensive loss
  $ (976,062 )   $ (1,511,804 )
                 
Basic and diluted income (loss) per share:
               
 - from continuing operations
  $ (0.65 )   $ (0.43 )
 - from discontinued operations
    -       1.38  
 - total
    (0.65 )     (1.81 )
                 
Weighted average common shares outstanding
    1,500,000       831,477  
 
 
8

 
INOVA TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended April 30, 2008 and 2007
 
         
2007
 
   
2008
   
Restated
 
             
CASH FLOWS OPERATING ACTIVITIES
           
Net loss
  $ (976,062 )   $ (1,506,927 )
Less: income (loss) from discontinued operations
    -       1,151,474  
Loss from continuing operations
    (976,062 )     (355,453 )
Adjustments to reconcile net income to net cash used provided by
         
operating activities:
               
Bad debt expense
    17,753       -  
Depreciation and amortization expense
    11,792       25,216  
Management fees
    -       105,000  
Amortization expense
    940,442       120,214  
Changes in operating assets and liabilities:
               
  Increase (decrease) in accounts receivable
    (375,712 )     402,095  
  Increase (decrease) in inventory
    (7,830 )     -  
  Increase (decrease) in cost in excess of billing
    112,156       -  
  Increase (decrease) in prepaid assets
    (130,524 )     -  
  Increase (decrease) in A/P and accrued expenses
    822,366       28,475  
  Increase (decrease) in deferred income
    403,792       -  
   Net cash provided by operating activities of continuing operations
    818,173       325,547  
   Net cash used by operating activities of discontinued operations
    -       (1,278,943 )
   Net cash provided by (used in) operating activities
    818,173       (953,396 )
                 
CASH FLOW INVESTING ACTIVITIES
               
  Purchase of RightTag
    -       (339,758 )
  Purchase of Desert Communication
    (3,725,000 )     -  
  Purchase of fixed assets
    (27,540 )     -  
   Net cash used in investing activities of continuing operations
    (3,752,540 )     (339,758 )
   Net cash provided by investing activities of discontinued operations
    -       73,259  
   Net cash used in investing activities
    (3,752,540 )     (266,499 )
                 
CASH FLOW FINANCING ACTIVITIES
               
Proceeds from loans
    3,269,820       -  
Repayments made on notes payable
    (358,401 )     -  
Proceeds from borrowings on notes payable - related parties
    469,513       1,167,557  
Repayments made on notes payable - related parties
    (472,765 )     (304,253 )
Capital contributions made by related party
    15,520       -  
Sale of treasury stock
    -       4,715  
Net cash provided by financing activities of continuing operations
    2,923,687       868,019  
                 
NET EFFECT OF EXCHANGE RATES ON CASH
    -       (4,877 )
NET CHANGE IN CASH
    (10,680 )     (356,753 )
CASH AT BEGINNING OF YEAR
    22,847       379,600  
CASH AT END OF YEAR
  $ 12,167     $ 22,847  
                 
SUPPLEMENTAL INFORMATION:
               
Interest paid
  $ 488,727     $ 15,147  
Income taxes paid
    -       -  
                 
NON-CASH INVESTINGAND FINANCING ACTIVITIES:
               
Common stock issued for partial payment of notes payable
  $ -     $ 92,326  
Preferred stock converted to common stock
    -       20,049  
Common stock issued for conversion of preferred stock
    -       508,310  
Seller financed purchase of Desert Communication
    2,630,801       -  
Beneficial conversion feature discount on notes payable
    75,856       -  
Discount to notes payable on relative fair value of warrants
    613,056       -  
                 
                 
                 
See summary of accounting policies and notes to consolidated financial statements.
 
 
9

 
INOVA TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
Years ended April 30, 2007 and 2008
 
   
Common Stock
   
Preferred Stock
   
Treasury Stock
               
 
 
   
Shares
   
Par (0.001)
   
Shares
   
Par (0.001)
   
Shares
   
Amount
   
APIC
   
OCI
   
Retained
Deficit
   
Total
 
                                                             
Balances at April 30, 2006
    175,721     $ 176       25,000,000     $ 25,000       137,500     $ (4,715 )   $ 2,542,676     $ 4,877     $ 415,328     $ 2,983,342  
Shares issued to pay notes payable
    53,162     $ 53                                     92,272                       92,325  
Shares issued to acquire Data Management                     25,000,000       25,000                       (25,000 )                     -  
Shares received for sale of Web's Biggest, LTD                     (25,000,000 )     (25,000 )                     25,000                       -  
Reversal of treasury stock purchase
    344     $ 0                       (137,500 )     4,715       (0 )                     4,715  
Preferred shares converted to common shares (restated)
    1,270,773     $ 1,271       (20,049,000 )     (20,049 )                     18,778                       -  
Management fees (restated)
                                                    105,000                       105,000  
Translation adjustment
                                                            (4,877 )             (4,877 )
                                                                                 
Net loss
                                                                    (1,506,927 )     (1,506,927 )
Balances at April 30, 2007 (Restated)
    1,500,000       1,500       4,951,000       4,951       -       -       2,758,726       -       (1,091,599 )     1,673,578  
                                                                                 
Capital contributions from related party
                                            15,520                       15,520  
Beneficial conversion feature
                                                    75,856                       75,856  
Warrant discount
                                                    613,056                       613,056  
Amortization (restated)
                                                                               
Net loss
                                                                    (976,062 )     (976,062 )
Balances at April 30, 2008
    1,500,000     $ 1,500       4,951,000     $ 4,951       -     $ -     $ 3,463,158     $ -     $ (2,067,661 )   $ 1,401,948  
                                                                                 
                                                                                 
                                                                                 
                         
See summary of accounting policies and notes to consolidated financial statements.
 
 
10

 
INOVA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ending April 30, 2008 and 2007


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

Inova Technology, Inc. was incorporated in Nevada on May 16, 1997, as Newsgurus.com, Inc. and changed its name to Secure Enterprise Solutions Inc. on January 10, 2002, then to Edgetech Services Inc. and on August 17, 2006 to Inova Technology, Inc.

On June 1, 2005, Inova acquired Web’s Biggest, Inc., a California Corporation, for 25,000,000 convertible preferred shares to the shareholders of Web’s Biggest in consideration for 100% of the outstanding capital of Web’s Biggest and $250,000 be used for general working capital of Inova. This transaction was originally recorded as a recapitalization of Inova. Consequently the transaction was considered to be a reverse merger and the accounting treatment was as if Web’s Biggest, Inc acquired Inova. When completed, this transaction resulted in a change of control of Inova. After consummation of the merger, Inova shareholders owned approximately 10% of the newly combined entity.

During 2008, Inova determined that the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply. See Notes 6 and 18 for more details.

On October 18, 2006, Inova purchased 100% of the outstanding capital stock of Data Management, Inc., a Nevada corporation, from the Data Management shareholders in exchange for 25 million of Inova’s convertible preferred shares. The convertible shares used represented approximately 90% of the voting stock of Inova on a fully diluted basis. Data Management was an entity owned by two business entities (Southbase LLC and Advisors LLC) which are owned by Mr. Adam Radly and Mr. Paul Aunger, both officers, directors and majority shareholders of Inova.  It was determined that Data Management was not a business and that the transaction was in substance the purchase of fixed assets.  Inova acquired no other tangible assets or liabilities.  Due to the related party nature of the transaction, the assets purchased were brought over to Inova on their historical cost basis.

Concurrently, Inova sold its wholly-owned subsidiary, Web’s Biggest Limited, to Advisors LLC in exchange for 25 million convertible preferred shares of Inova held by Advisors LLC. Advisors LLC is a company owned by Mr. Paul Aunger, a director and officer of Inova and accordingly, the transaction was not considered an arm’s length transaction.
 
 
11

 
 
The 25 million convertible preferred shares used in the Data Management Transaction were the same 25 million convertible preferred shares received with regards to the Web’s Biggest Transaction. Accordingly, these transactions are viewed as one homogeneous transaction and treated as an exchange of Web’s Biggest’s net assets for Data Management’s net assets, akin to a like-kind exchange of assets.  However, the historical cost basis. (less accumulated depreciation and amortization) of the net assets acquired from Data Management was significantly less than the net assets of Web’s Biggest by approximately $1,236,000.  Accordingly, the difference of $1,236,000 in historical cost basis of the net assets was accounted for as a loss on exchange of assets in the accompanying consolidated statements of operations. This also resulted in the activity of Web’s Biggest being accounted for as discontinued operations.

Prior to the transactions described above Inova was controlled by Advisors, LLC. When the transactions described above were completed, this resulted in a change of control of Inova and the controlling shareholder became Southbase, LLC.  Prior to these transactions, the unaffiliated shareholders of Inova owned approximately 10% of Inova and they continued to own approximately 10% on a fully diluted basis after these transactions. The Board of Directors did not change as a result of the transactions described above.

On May 1, 2007, Inova acquired RightTag, Inc. RightTag manufactures standard compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions.

On December 21, 2007, Inova acquired Texas-based Desert Communications, Inc. Desert provides IT services to a customer base that primarily consists of Texas based school districts, local government entities and corporations. Services provided by Desert include IT network and communications services, network design, implementation and maintenance.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

These consolidated financial statements include the accounts of Inova Technology, Inc. (Nevada) and its wholly owned subsidiaries Desert Communications, Inc., Edgetech Services Inc. (Ontario), Data Management, Inc. and RightTag, Inc. Significant inter-company accounts and transactions have been eliminated.

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from these estimates.
 
 
12

 
Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Cash and cash equivalents

For purposes of the statement of cash flows, Inova considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts receivable

Trade and other accounts receivable are carried at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable primarily include trade receivables from customers in Canada for the year of 2007 and from school districts in Texas for the year of 2008.  Bad debt expense is recognized based on management’s estimate of likely losses per year, based on past experience and an estimate of current year uncollectible amounts.  There allowance for doubtful accounts was $51,659 and $35,000 as of April 30, 2008 and 2007, respectively.

Inventory

Inventories are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements could result in excess or obsolete inventory. To minimize this risk, Inova evaluates inventory levels and expected usage on a periodic basis and records adjustments as required.

Discontinued Operations

Inova presents the results of operations, financial position and cash flows of operations that have either been sold or that meet the criteria for "held for sale accounting" as discontinued operations. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying value exceeds its fair value less cost to sell. Any loss as a result of carrying value in excess of fair value less cost to sell is recognized in the period the operations meet held for sale accounting. Management judgment is required to (1) assess the criteria required to meet held for sale accounting, and (2) estimate fair value. Changes to the operation could cause it to no longer qualify for held for sale accounting and changes to fair value could result in an increase or decrease to previously recognized losses.
 
 
13

 
 
Property and equipment

Property and equipment are carried at cost, less accumulated depreciation and amortization. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets.  When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are credited or charged to operations.

Intangible assets, goodwill and impairments of long-lived assets

Intangibles are recorded at cost and amortized on the straight-line method over their estimated useful lives. Goodwill is reviewed annually. An impairment analysis at April 30, 2008 was undertaken and an impairment to goodwill of $324,310 was recorded.

Intangible valuation and Goodwill impairment are determined using similar processes. The main step is to compare the fair value of a reporting unit with its carrying amount, including goodwill. Inova determines the fair value by using a discounted cash flow (“DCF”) analysis approach. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. The cash flows employed in the DCF analyses are based on Inova’s budget and long-term business plan, and various growth rates have been assumed for years beyond the long-term business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.

Revenue and cost recognition

Inova has four sources of revenues: IT network design and implementation from Desert, computer equipment sales from Desert, IT consulting services from Edgetech and sales of RFID items from RightTag. Revenue that is received before it is earned is classified as deferred revenue.

IT network design and implementation:

Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.
 
 
14

 

The asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Computer equipment sales, IT consulting services & sales of RFID items:

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectibility is reasonably assured.

Embedded conversion features

Inova evaluates embedded conversion features within convertible debt and convertible preferred stock under paragraph 12 of SFAS 133 and EITF 00-19 to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under SFAS 133 and EITF 00-19, the instrument is evaluated under EITF 98-5 and EITF 00-27 for consideration of any beneficial conversion feature.

Income taxes

Inova uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. Inova provides a valuation allowance to reduce deferred tax assets to their net realizable value.

Stock based compensation

Effective January 1, 2006, Inova began recording compensation expense associated with stock options and other forms of equity compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment, as interpreted by SEC Staff Accounting Bulletin No. 107. Prior to January 1, 2006, Inova had accounted for stock options according to the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, and therefore no related compensation expense was recorded for awards granted with no intrinsic value. Inova adopted the modified prospective transition method provided for under SFAS No. 123R, and, consequently, have not retroactively adjusted results from prior periods. Inova did not issue any employee options during the years ended April 30, 2008 and 2007.
 
 
15

 
 
Basic and diluted net income (loss) per share

Basic loss per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For the years ended 2008 and 2007, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Recent accounting pronouncements

Inova does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Inova’s results of operations, financial position or cash flows.

NOTE 3 - GOING CONCERN

As shown in the accompanying consolidated financial statements, Inova incurred recurring losses from continuing operations of $976,062 and $355,453 in 2008 and 2007, respectively, has a working capital deficit of $2,719,959 and has an accumulated deficit of $2,067,661. These conditions raise substantial doubt as to Inova’s ability to continue as a going concern. To address these concerns, management of Inova is trying to raise additional funds and continue to increase revenues from its current businesses.
 
NOTE 4 - CONTRACTS RECEIVABLE

Completed contracts
 
$
1,639,799
 
Contracts in progress
   
593,453
 
Total Contracts Receivable
 
$
2,233,252
 

Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows:

Costs incurred on uncompleted contracts
 
$
483,706
 
Estimated earnings
   
302,150
 
Less: Billings to date
   
(587,201
)
Total
 
$
198,655
 

 
 
16

 
Included in the accompanying balance sheet under the following captions:
 
 
     
Costs and estimated earnings in excess of billings on uncompleted contracts
 
$
198,655
 
Billings in excess of costs and estimated earnings on uncompleted contracts
   
 
   
$
198,655
 

NOTE 5 - PURCHASE OF RIGHTTAG AND DESERT COMMUNICATIONS

Acquisition of RightTag, Inc.:

On May 1, 2007, Inova completed its purchase of RightTag, Inc. by acquiring all of the outstanding shares of RightTag for the purchase price of $325,000. Inova also agreed to pay RightTag’s previous shareholders additional funds based on RightTag’s gross profit over the next five years. RightTag manufactures standard compliant and durable RFID (Radio Frequency Identification) equipment and provides customer friendly RFID solutions. The entity was acquired in an effort for Inova to expand and pursue potentially profitable and strong investment opportunities.

The following table presents the allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their fair values:

Cash
 
$
646
 
Accounts receivable
   
4,020
 
Inventory
   
12,850
 
Prepaid expenses
   
115
 
Goodwill
   
300,870
 
Intangible assets
   
135,702
 
Accounts payable
   
(28,231
)
Accrued liabilities
   
(1,812
)
Shareholder loans
   
(99,160
)
Total
 
$
325,000
 

The $135,702 of acquired intangible assets (customer list/company name) has a useful life of approximately 3 years.

Acquisition of Desert Communication:

On December 21, 2007, Inova acquired Texas-based Desert Communications (“Desert”) for $5.9 million ($3.3 million paid in cash and $2.6 million to be paid under notes payable).
 
 
17

 
Desert provides IT services to a customer base that primarily consists of Texas based school districts, local government entities and corporations. Services provided by Desert include IT network and communications services, network design, implementation and maintenance.

Funding for the acquisition was obtained from IBM and Boone Opportunity Lenders (“Boone”). IBM provided part of a $2.5 million line of credit and Boone Opportunity Lenders provided a $1.8 million debenture. Inova also signed a $2.3 million promissory note payable to the previous owners of Desert.

The following table presents the preliminary allocation of the acquisition cost to the assets acquired and liabilities assumed, based on their preliminary fair values:

Cash
 
$
2,222,632
 
Accounts receivable
   
2,406,695
 
Inventory
   
293,283
 
Prepaid expense
   
6,654
 
Fixed assets
   
167,139
 
Goodwill
   
3,414,445
 
Intangible assets
   
860,555
 
Accounts payable and accrued liabilities
   
(3,434,077
)
Total
 
$
5,937,326
 
 
Of the $860,555 of acquired intangible assets, $498,930 was preliminarily assigned to the customer list which has a useful life of approximately 3 years and the remaining $361,625 was preliminarily assigned to three employment agreements which have an average contract life of 2 years.

The results of these acquisitions are included in the consolidated financial statements from the date of acquisition.  The following shows the unaudited pro forma results of operations as though the purchases of RightTag and Desert had been completed on May 1, 2006:

   
2008
   
2007
 
Sales
  $ 17,633,590     $ 14,944,551  
Cost of sales
    (12,008,040 )     (10,332,197 )
G&A
    (3,684,974 )     (3,058,364 )
Interest income (expense)
    (550,626 )     295,038  
Income from continuing operations
    1,389,950       1,849,028  
Loss on sale of Web’s Biggest
          (1,226,061 )
Income from discontinuing operations
          170,053  
Net income
  $ 1,389,950     $ 793,020  
Basic and diluted net income per share
    (0.00     (0.00 )
from continuing operations
               
Basic and diluted net income per share
    (0.00     (0.00 )
from discontinuing operations
               
Basic and diluted net income per share
    (0.00     (0.00
Weighted average common shares
    600,000,000       332,590,991  
 
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.
 
18

 
NOTE 6 - GOODWILL AND INTANGIBLES

RightTag:

In May 2007 when Inova acquired RightTag, Inova accounted for the acquisition using the purchase method of accounting for business combinations. The purchase price and costs associated with the acquisition exceeded the preliminary estimated fair value of net assets acquired by $436,572, which was preliminarily assigned to goodwill.

During 2008, Inova completed the valuation of the intangible assets acquired in the RightTag transaction. Pursuant to the valuation, purchase price of $135,702 was assigned to the customer list acquired and the remaining $300,870 was assigned to goodwill.

Desert:

In December 2007 when Inova acquired Desert, Inova accounted for the acquisition using the purchase method of accounting for business combinations. The purchase price and costs associated with the acquisition exceeded the preliminary estimated fair value of net assets acquired by $4,275,000, of which $860,555 was preliminarily assigned to the customer list and employment agreements acquired and the remaining $3,414,445 was preliminarily assigned to goodwill. The allocation is not final as of the date of this report.

Web’s Biggest:

In June 2005 when Inova acquired Web’s Biggest, the original transaction was accounted for as a recapitalization. No goodwill or other intangibles were recognized.
 
 
19

 
 
In 2008, Inova discovered that the original transaction between Inova and Web’s Biggest was not accounted for properly. The acquisition should have been recorded as a reverse acquisition whereby Web’s Biggest purchased Inova’s assets and liabilities to be recorded at fair value. In 2008, Inova completed its valuation of the assets and liabilities acquired in the Web’s Biggest merger. Pursuant to the valuation, purchase price of $360,641 was assigned to the customer list acquired and the remaining $2,612,304 was assigned to goodwill. Inova restated its prior year financial statements to reflect the correction of this error. See Note 18 restatement footnote for more details.An impairment analysis at April 30, 2008 has been undertaken and a reduction to goodwill of $324,310 has been booked.

Goodwill consists of the following as of April 30, 2008 and 2007:

   
2008
   
2007
 
RightTag
  $ 300,870     $  
Desert
    3,315,918        
Edgetech
    2,287,994       2,612,304  
Total
  $ 5,904,782     $ 2,612,304  

Intangible assets consist of the following as of April 30, 2008:

   
2008
   
2007
 
RightTag - customer list
  $ 90,468     $  
Desert - customer list
    443,493        
Desert - employment agreements
    301,354        
Edgetech - customer list
    10,018       130,231  
Total
  $ 845,333     $ 130,231  
 
For the years ended April 30, 2008 and 2007, Inova recorded amortization expenses of $605,466 and $230,410, respectively.
 
 
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NOTE 7 - RELATED PARTY TRANSACTION

Due to related parties:
           
   
2008
   
2007
 
Due to Southbase, entity associated
           
with the CEO, matures January 2010,
           
monthly payments of $11,847, interest
           
of 7%, unsecured
  $ 861,563     $ 426,503  
Due to IMSS, entity associated with
               
the CEO, matures January 2010,
               
no interest, unsecured
          186,382  
Due to former officers, on demand, interest
               
of 7%, unsecured
          10,118  
Due to Advisors, LLC, entity associated
               
with the Secretary, matures January 2010,
               
monthly payments of $15,388, interest of
               
prime + 3%, secured by receivables (8% at April 30)
    247,927       202,142  
Due to Advisors, LLC, entity associated
               
with the Secretary, matures January 2010,
               
monthly payments of $11,545, interest of
               
prime + 2%, secured by receivables (7% at April 30)
    91,365       277,090  
Total due to related parties
  $ 1,200,855     $ 1,102,235  
 
Other related party transactions:

As of April 30, 2008, part of the related party notes of $247,927 and $91,365 relate to a factoring agreement Inova has with Advisors, LLC. The invoices are put into this agreement so monies can be advanced to Inova before Inova’s customers pay, thereby facilitating payment of operating expenses.

As of April 30, 2007, part of the related party notes of $202,142 and $277,090 relate to a factoring agreement Inova has with Advisors, LLC. The invoices are put into this agreement so monies can be advanced to Inova before Inova’s customers pay, thereby facilitating payment of operating expenses.

During the year ended April 30, 2008, a related party made a contribution to Inova in the amount of $15,520.
 
 
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NOTE 8 - NOTES PAYABLE

There were no notes payable to third parties as of April 30, 2007. Notes payable consisted of the following as of April 30, 2008:

Note payable - Boone
 
$
1,433,600
 
Notes payable - individuals
   
104,118
 
Notes payable - Desert previous owners
   
2,697,884
 
LOC from IBM
   
1,427,820
 
Note payable - Agile
   
250,000
 
Total notes payable
   
5,913,422
 
Unamortized discount
   
(452,611
)
Total as of April 30, 2008
   
5,460,811
 
Less: current portion
   
(2,648,678
)
Long term portion
 
$
2,812,133
 
 
Note Payable - BOL Opportunity Fund I, LLC (Boone)

In December 2007, Inova borrowed $1,792,000 under a note payable from BOL Opportunity Fund I, LLC. This note has an interest rate of 11.25% per annum and it matures on March 10, 2009. This note is secured by all tangible and intangible assets of Inova, in each case whether now owned or hereafter acquired and wherever located, and all proceeds thereof, together with all proceeds, products, replacements and renewals thereof. This note is also secured by the shares of Desert owned by Inova.

167,279,258 warrants were issued to Boone with this note. These warrants expire in March 2012. 162,672,600 warrants have an aggregated exercise price of $200 and 4,606,658 warrants have an exercise price of $0.026 per share. The fair value of these warrants was calculated using the Black-Scholes Model include (1) 3.48% discount rate, (2) warrant life of 5 years, (3) expected volatility of 550%, and (4) zero expected dividends. The relative fair value and a discount of $487,200 was recorded. Subsequently some of these warrants have been reallocated to Boone’s affiliates.

Inova determined that the warrants issued was not derivative instruments pursuant to SFAS No. 133, Accounting for Derivatives, as amended. Under the provisions of EITF Issue 00-27, Inova discounted the relative fair value of warrants attached to the notes using the Black-Scholes Option Pricing Model to exceed the principal value of the note. The resulting total discount of $487,200 is being amortized over the life of the notes using the effective interest method. The amortized amount for the year ended April 30, 2008 is $111,665. A summary of this convertible note is as follows:

Gross proceeds from note payable
 
$
1,792,000
 
Less: principal repayment
   
(358,401
)
Less: relative fair value of warrants granted
   
(487,200
)
Add: amortization of discount
   
120,422
 
Carrying amount of notes on April 30, 2008
 
$
1,066,821
 
 
 
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Inova signed a put option agreement with Boone whereby anytime between June 10, 2010 and June 10, 2012, Boone can require Inova to repurchase from Boone up to 167,279,258 shares of Common Stock for $1,280,000. If at the time the Put is exercised, Boone was required to use the guaranty under the debenture, the repurchase price for the shares would be $1,440,000. The Put Option is not in effect until Boone exercises its warrants. As of April 30, 2008, the warrants had not been exercised.

Inova entered into a registration agreement with Boone requiring that a filing be done for the number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates. Registrable securities are (i) all Warrant Shares (ii) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (iii) all Put Shares; and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event. The filing is required to be done by March 31, 2008 and approved and effective shortly thereafter. As of the filing date this had not occurred because of previous SEC filings that are being reviewed by the SEC staff. The document calls for a penalty of 2% of purchase price if this date is not met. However, we have received a written waiver for the 10K until the SEC extended due date and until November 10, 2008 for the registration statement.

This loan has the following financial requirements:

1) Maintain availability under IBM $2.5 million line of credit of $250,000 or greater;

2) EBITDA of $1.7 million for 12 month period ending December 31, 2008 and $300,000 for each 3-month period beginning December 31, 2007;

3) No concentration above $2.5 million to any supplier through the IBM facility;

4) No concentration above 20% to any single customer;

5) No single accounts payable more than the greater of $300,000 or 20% of the accounts receivable balance under 60 days. The portion beyond 90 days past due must be less than 10% of the total accounts receivable.

As of April 30, 2008, the 3 month EBITDA and 20% customer concentration were not in compliance. However, the lender did not deem Desert to be in default and provided Desert with written waivers.
 
 
23

 
Notes Payable to RightTag Original Creditors

There are notes payable to multiple parties in the amount of $104,118. The interest rates are at 7% per annum and they are payable over 2 years from the date of Right Tag acquisition. These notes are unsecured.

Notes Payable to Desert Previous Owners

There are notes payable to the previous owners of Desert Communications in the amount of $2,697,884 as of April 30, 2008, including accrued but unpaid interest. The interest rates are at 7% per annum and they are payable over 2 years from the date of Desert acquisition. These notes are unsecured.

$2,500,000 Line of Credit with IBM Credit LLC

Desert has a $2.5 million line of credit with IBM Credit LLC. This line of credit has an interest rate of prime plus 2% and is secured by the assets of Desert.

$250,000 Note Payable - Agile Opportunity Fund, LLC

In February 2008, Inova borrowed $250,000 under a note payable from Agile Opportunity Fund, LLC. This note has an interest rate of 18% per annum and it matures on August 15, 2009. At any time from the date of the note through the date this note is paid in full, Agile has the right to convert the outstanding principal balance plus accrued but unpaid interest into Inova’s common shares at a conversion price equal to $0.005 per share. This note is secured by all tangible and intangible assets of Inova, in each case whether now owned or hereafter acquired and wherever located, and all proceeds thereof, together with all proceeds, products, replacements and renewals thereof.

25,000,000 warrants were issued to Agile with this note. These warrants expire in February 2013. They have an exercise price of $0.005 per share. The fair value of these warrants was calculated using the Black-Scholes Model include (1) 4.49% discount rate, (2) warrant life of 5 years, (3) expected volatility of 550%, and (4) zero expected dividends. The relative fair value and a discount of $71,428 was recorded.

Inova determined that the conversion feature of the note and the warrants issued were not derivative instruments pursuant to SFAS No. 133, Accounting for Derivatives, as amended. Under the provisions of EITF Issue 98-5 and 00-27, Inova discounted the relative fair value of warrants attached to the notes and calculated the intrinsic value of the beneficial conversion feature using the Black-Scholes Option Pricing Model to exceed the principal value of the note. The resulting total discount of $92,857 is being amortized over the life of the notes using the effective interest method. The amortized amount for the year ended April 30, 2008 is $7,026. A summary of this convertible note is as follows:
 
 
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Gross proceeds from note payable
 
$
250,000
 
Less: beneficial conversion feature discount
   
(21,429
)
Less: relative fair value of warrants granted
   
(71,428
)
Add: amortization of discount
   
7,026
 
Carrying amount of notes on April 30, 2008
 
$
164,169
 

At any time, at Inova's sole discretion and upon at least ten business days written notice to Agile, Inova may prepay any or all of the outstanding principal amount of this debenture upon payment to Agile of the repayment amount. The prepayment amount shall equal the accrued but unpaid interest on the outstanding principal amount of this Debenture being repaid plus (i) if the date of such repayment is prior to May 15, 2008, one hundred twenty percent (120%) of the outstanding principal amount of this Debenture being repaid, (ii) if the Repayment Date is on or after May 15, 2008 but prior to August 15, 2008. one hundred thirty percent (130%) of the outstanding principal amount of this Debenture being repaid or (iii) if the Repayment Date is on or after August 15, 2008. one hundred forty percent (140%) of the outstanding principal amount of this Debenture being repaid.

Commencing on February 15, 2010, Agile shall have the right, at its sole option and demand, immediately upon notice to Inova to sell all or any portion of the Warrants, and/or the shares underlying thereunder to the extent the Warrants have been previously exercised, back to the Company for a total consideration equal to one hundred thousand dollars if all such Warrants or underlying shares were "put" to Inova.

Inova agreed to file a registration statement covering 120% of the shares of Common Stock issuable upon conversion of the Debenture and exercise of all Warrants, no later than twenty five (25) trading days after Inova begins trading on the OTCBB or other listed exchange, and use its best effort s to have the Registration Statement declared effective within one hundred-twenty (120) days after such date. However, if the initial registration statement does not register the full amount of shares of Common Stock issuable upon conversion of the Debenture and exercise of all Warrants. Inova shall file an additional registration statement covering the shortfall of such shares into which the then outstanding principal plus accrued interest would convert into within fifteen (15) business days following a request by Investor. Inova shall keep the registration statement active so long as Agile owns the Debenture, the Warrants or any underlying shares issuable upon conversion or exercise thereof. In the event that Inova is in breach of any provision of this agreement, in addition to any other remedies available to the Investor, Inova shall pay to the Investor an amount equal to one (1%) percent of the outstanding principal amount of the Debenture for each month that the Company is in breach of this agreement. Inova analyzed the registration right arrangement under EITF 00-19-2 and concluded that there was no contingent liability to be recorded on the date of this note.
 
 
25

 

NOTE 9 - COMMITMENTS AND CONTINGENCIES

There is a month to month office lease for $3,238 per month for Desert, which expires in August 2008. The other entities operate out of small facilities that do not have rental agreements.

Rent expense was $22,177 and $15,973 for fiscal 2008 and 2007, respectively. No real estate is owned by the Inova companies.

Litigation

The Kim’s litigation

Two former officers and directors of Inova, Tae Ho Kim and Sang Ho Kim, filed suit against Inova and its Canadian subsidiary in March 2006 in the Ontario Superior Court of Justice. The Kims claimed in their lawsuit that Inova breached an alleged employment agreement with them, as well as the separation agreement that Inova and the Kims entered into upon the termination of the Kims employment with Inova. In May 2007, the Kims were awarded $215,691, which has been accrued by Inova in accounts payable as of April 30, 2008. The company is planning to appeal.

The Top Layer Networks litigation

In January 2006, Top Layer Networks, Inc., a provider of hardware to Inova’s Canadian hardware sales business, sued Inova (then named Edgetech Services Inc.) in United States District Court in Massachusetts. Top Layer alleges that Inova purchased hardware over the course of several years and has failed to pay for it. Top Layer’s complaint requests damages in the amount of approximately $154,000 which has been accrued by Inova in accounts payable as of April 30, 2008.

The Roy litigation

In February 2006, Mr. Charles Roy sued Inova in the Superior Court of the State of California in the County of Los Angeles. The lawsuit alleged that Inova breached a consulting agreement by not paying Roy the amounts contained in the agreement and sought monetary damages of $90,000.  At approximately the same time as Mr. Xavier Roy resigned as CEO, Inova discovered that Xavier Roy had executed the agreement. The agreement required Inova to pay Mr. Charles Roy $4,500 per month for 24 months. The agreement also states that Inova must pay a minimum of $108,000 in the event that Mr. Charles Roy is terminated.  Inova claimed that the agreement was procured by fraud and in breach of Xavier Roy’s fiduciary duty to Inova, and that as a result, Mr. Roy did not have authority to enter into the agreement.  The case was tried in April 2007, and the jury found that Inova breached the agreement with Charles Roy. The jury awarded a judgment of $127,500 against Inova, which has been accrued by Inova in accounts payable as of April 30, 2008. There is a settlement being contemplated.
 
26

 
NOTE 10 - CAPITAL LEASES

The Company is under an obligation for vehicles:

The lease calls for monthly payments of $493 including 4.7% interest. The capitalized cost of the vehicle is $33,638. The amount payable at April 30, 2008 and 2007 was $16,342 and $22,376, respectively and is in accounts payable on the balance sheet. The lease term commenced 2004 to December 2010.

Future minimum lease payments due on the above lease is:

2009
 
$
5,904
 
2010
   
5,904
 

NOTE 11 - PROFIT SHARING PLAN

Effective January 1999, Desert adopted a profit sharing plan which covers most full-time employees with one year of service. The plan allows for discretionary annual contributions to be made. During the year ended April 2008 $100,000 was contributed by Desert.

NOTE 12 - INCOME TAX
 
   
(US Entities)
     
   
Consolidated
 
EdgeTech Canada
 
Net Operating Losses:
           
Loss (income) for fiscal 2007
   
647,166
 
(168,855
)
NOL as of April 30, 2007
   
647,166
 
407,072
 
Loss (income) for fiscal 2008
   
1,002,842
 
(28,284
)
Add: Non-deductible Expenses
           
- Meals & Entertainment (50%)
   
1,504
     
- Stock Based Compensation
   
     
NOL as of April 30, 2008
   
1,653,016
 
378,788
 
             
Deferred Tax Assets:
           
Deferred Tax Assets (35% of NOL)
   
578,556
 
132,575.80
 
Valuation Allowance
   
(578,556
)
(132,575.80
)
Net Deferred Tax Assets
   
 
 
 
No income taxes payable in 2008 or in 2007, as a result of the operating losses recorded during those years. Based on a number of factors, including the lack of a history of profits, management believes that there is sufficient uncertainty regarding the realization of deferred tax assets, and, accordingly, has not booked an income tax benefit as of April 30, 2008 and 2007. All losses incurred can be carried forward for seven years for Canadian income tax purposes and twenty years for United States income tax purposes.
 
NOTE 13 - CAPITAL TRANSACTIONS
 
As of April 30, 2007 and during fiscal 2008, Inova issued more common shares to its related parties than the number of shares previously authorized. These shares were issued to convert the outstanding preferred stock and to pay down its outstanding debts. Due to the fact that the authorized shares were not increased until July 2008, all common share issuance in excess of its 600,000,000 authorized shares were considered as invalid until July 2008. It was concluded by management that all shares issued in excess of the previously authorized shares considered not to be issued until July 28, 2008.. See note 18 for details on prior year invalid issues.
 
 
27

 
During fiscal 2007:

-  
Inova issued 25 million shares of convertible preferred stock for the purchase of Data Management and received back the same 25 million shares of convertible preferred stock for the sale of Web’s Biggest.

-  
137,500 common shares that were purchased by Inova in fiscal 2006 for $4,715 in a treasury stock transaction were returned to the original investor for return of the $4,715.

-  
21,264,758 common shares were issued to related parties as partial payments of their notes payable. The value of the shares was $92,235 resulting in a reduction of the notes payable by that amount.

-  
Inova issued 633,833,500 common shares for the conversion of 25 million preferred shares. The conversion was in accordance with the original terms of the preferred stock agreement. 125,524,208 common shares were reversed as Inova did not have enough authorized common shares leaving 508,309,292 validly issued shares.

During fiscal 2008, following transactions were authorized by the board of directors but the shares agreed to be issued were not considered issued until July 2008 when authorized shares were increased (see note 19 for details):

-  
During the year ended April 30, 2008, 45,422,573 common shares approved to be issued to a related party as partial payment of a note payable and account payable with carrying values totaling $195,738.

-  
In December 2007, Southbase LLC (a company related to the CEO, Mr. Adam Radly), agreed to convert $600,000 of cash loaned to Inova plus the interest accrued on the loan into 185,964,912 common shares of Inova. The following conversion of the loan amount (principal and interest) was calculated: $400,000 to be converted into 133,333,333 common shares at the stated rate of $0.003 per share and $200,000 was to be converted into 52,631,579 common shares at the stated rate of $0.026 per share.

NOTE 14 - WARRANTS

During the year ended April 30, 2007, Inova granted 21,000,000 warrants at the exercise prices of $0.0033 per share to a related party related to $400,000 borrowed under a term loan. These warrants vest immediately and have a life of three years. These warrants have a fair value of $63,000 and a relative fair value of $54,428.
 
 
28

 
Variables used in the Black-Scholes option-pricing model include (1) 4.45% risk-free interest rate, (2) warrant life is the contractual life of these warrants, (3) expected volatility 550%, and (4) zero expected dividends.

During the year ended April 30, 2008, Inova granted 192,279,258 warrants at exercise prices ranging from $0.001 to $0.005 per share to lenders related to $2,042,000 borrowed. These warrants vest immediately and have a life of five years. These warrants have a fair value of $769,116 and a relative fair value of $558,629.

Variables used in the Black-Scholes option-pricing model include (1) 3.48% risk-free interest rate, (2) warrant life is the contractual life of these warrants, (3) expected volatility 550%, and (4) zero expected dividends.

Summary information regarding options and warrants is as follows:
 

     
Weighted
 
     
average
 
 
Warrants
 
Share Price
 
Year ended April 30, 2007:
         
Granted
21,000,000
 
$
0.003
 
Outstanding at
         
April 30, 2007
21,000,000
   
0.003
 
Year ended April 30, 2008:
         
Granted
192,279,258
   
0.001
 
Outstanding at
         
April 30, 2008
213,279,258
 
$
0.001
 

Warrants outstanding and exercisable as of April 30, 2007:

 
 
 
- Outstanding -
 
Exercisable
 
 
 
 
Number
 
Remaining
 
Number
 
 
 Exercise Price
 
of Shares
 
life
 
of Shares
 
 
$
0.003
 
21,000,000
 
3 years
   
21,000,000
 
       
21,000,000
       
21,000,000
 

 
29

 

Warrants outstanding and exercisable as of April 30, 2008:

     
- Outstanding -
 
Exercisable
 
     
Number
 
Remaining
 
Number
 
 
Exercise Price
 
of Shares
 
life
 
of Shares
 
 
$
0.003
 
21,000,000
 
2 years
   
21,000,000
 
 
$
0.001 - 0.026
 
192,279,258
 
1 year
   
245,773
 
       
213,279,258
       
21,245,773
 

NOTE 15 - MAJOR CUSTOMERS AND MAJOR VENDORS

During fiscal 2007, Inova made sales of $719,331 to a single customer which were in excess of 10% of total revenues for 2007.

During fiscal 2008, revenues generated from top three customers were approximately 40% of total revenues.

There were no major vendors during fiscal 2007.

During fiscal 2008, purchases from the four largest vendors represent approximately 45% of total purchases.

NOTE 16 - SEGMENT INFORMATION

Inova has three reportable segments, one providing IT solutions and services, one providing RFID products and one providing hardware and cabling.  Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly in deciding how to allocate resources and in assessing performance. The following is the summary of operations by segment:
 
30

 
                   
   
Edgetech
 
Right Tag
 
DCI
 
Total
 
                   
                   
Sales
   
383,705
 
158,216
 
4,900,481
 
5,442,402
 
                     
Operating income
   
(562,218
)
(51,542
)
(104,603
)
(718,363
)
                     
Interest/other
   
(60,400
)
(16,113
)
(36,876
)
(113,389
)
                     
Assets
   
3,968,086
 
461,373
 
6,054,897
 
10,434,356
 

NOTE 17 - DISCONTINUED OPERATIONS

As discussed in Note 1, Web’s Biggest, Inc was sold and accounted for as discontinued operations. The following is a summary of the operating income from discontinued operations for fiscal 2007:

Revenues
 
$
620,049
 
Cost of revenues
   
(288,164
)
Operating expenses
   
(247,213
)
Operating income
   
84,672
 
Interest income
   
216
 
Net income from discontinued operations
 
$
84,888
 

NOTE 18 - RESTATEMENTS

During the year ended April 30, 2008, Inova restated its prior year financial statements for the following transactions:

1. Inova’s acquisition of Web’s Biggest:

During 2008, Inova determined that the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply. The purchase price was $2,464,908 (70,425,950 shares issued at their market value of $0.035 per share on June 1, 2005) and the fair value of the net liabilities assumed was $508,037, resulting in goodwill and intangible assets totaling $2,972,945. Inova recorded goodwill of $2,612,304 and intangible asset of $360,641 through additional paid in capital. Inova also recorded $230,410 amortization of intangible asset through reduction of retained earnings. An impairment analysis at April 30, 2008 has been undertaken and a reduction to goodwill of $324,310 has been booked.
 
2. Unrecorded management fees:

During 2008, Inova identified that there were management fees of $15,000 per month for prior periods which were not recognized but which are now being realized as an increase in expense and in paid in capital. This totaled $180,000, which increases net loss for fiscal 2007.

3. Common shares issued in excess of the authorized shares:

As described in Note 13, at April 30, 2007, Inova issued more common shares to its related parties than the number of shares previously authorized. For the year ended April 30, 2007, there were 125,524,208 common shares issued by Inova to its related parties to convert the outstanding preferred shares. An adjustment was made to reduce common stock par value by $125,524, increase the preferred stock par value by $4,951 and increase the additional paid in capital of $120,573.  The following tables reflect the restatements:
 
 
31

 
Inova Technology, Inc. and Subsidiaries
Consolidated Balance Sheets Impacts
 
   
April 30, 2008
                   
   
As Previously
         
April 30, 2008
   
April 30, 2007
 
   
Reported
   
Adjustments
   
Restated
   
Restated
 
                         
ASSETS
                       
                         
Current assets
                       
Cash
  $ 12,167     $ -     $ 12,167     $ 22,847  
Restricted cash - escrow
    -       -       -       339,758  
Accounts receivable
    769,918       -       769,918       208,408  
Contract receivables
    2,233,252       -       2,233,252       -  
Inventory
    101,679       -       101,679       -  
Cost in excess of billing
    198,655       -       198,655       -  
Prepaid and other current assets
    234,645       -       234,645       -  
Total current assets
    3,550,316       -       3,550,316       571,013  
                                 
Fixed assets
    183,926       -       183,926       1,039  
Intangible assets
    845,332       -       845,332       2,612,304  
Goodwill
    5,904,782       -       5,904,782       130,230  
Total assets
  $ 10,484,356     $ -     $ 10,484,356     $ 3,314,586  
                                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                               
                                 
Current liabilities
                               
Accounts payable
  $ 1,746,889     $ -     $ 1,746,889     $ 532,962  
Accrued liabilities
    270,061       -       270,061       5,811  
Deferred income
    403,792       -       403,792       -  
Notes payable - related parties
    1,200,855       -       1,200,855       662,690  
Notes payable
    2,648,678       -       2,648,678       -  
Total current liabilities
    6,270,275       -       6,270,275       1,201,463  
Notes payable - related parties, net of current maturities
    2,812,133       -       2,812,133       439,545  
Total liabilities
    9,082,408       -       9,082,408       1,641,008  
                                 
Stockholders' equity (deficit)
                               
Convertible preferred stock, $0.001 par value; 25,000,000
    4,951       -       4,951       4,951  
 shares authorized; 4,951,000 shares issued and
                               
outstanding
                               
Common stock, $0.001 par value; 3,000,000,000 shares
    1,500       -       1,500       1,500  
authorized; 1,500,000 shares issued and
                               
outstanding
                               
Additional paid-in capital
    3,373,158       90,000       3,463,158       2,758,726  
Retained deficit
    (1,977,661 )     (90,000 )     (2,067,661 )     (1,091,599 )
Total stockholders' equity (deficit)
    1,401,948       -       1,401,948       1,673,578  
Total liabilities and stockholders' equity (deficit)
  $ 10,484,356     $ -     $ 10,484,356     $ 3,314,586  
                                 
                                 
See summary of accounting policies and notes to consolidated financial statements.
 
 
 
32

 
 
NOTE 19 - SUBSEQUENT EVENTS

On May 7, 2008, Desert entered into a new month to month office lease, effective September 2008. Rent is payable at $6,300 per month including tax.

In July 2008, Inova borrowed $500,000 from Ascendiant. The note has warrants of 48,978,294 for Ascendiant at an exercise price of $100 total. These warrants have a put option of $250,000. There are also related warrants for Agile of 3,918,264 at an exercise price of $100 total. The interest term of the note is the higher of prime + 3% or 15%, with 6 principal payments of $83,333 starting in July, 2009.

The Boone note in 2007 was $1,792,000 with the option to increase to $2,016,000. A guarantee of $224,000, which had been arranged as possible at the time of the original financing was put into place. This increases the Boone note payable to it’s maximum amount, $2,016,000. The terms of this are the same as the original Boone borrowing since this is part of the same note.

In July 2008, number of authorized shares was increased to 3,000,000,000 shares. 356,911,705 shares previously agreed to be issued to the related parties were issued for conversion of their notes payable. These shares were valued at $1,156,937 and additional interest expense of $234,886 was recorded by Inova for the excess fair value.
 
 
33

 

There are no disagreements with our accountant on accounting and financial disclosure.


Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our Chief Financial Officer has concluded that the Company’s disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-KSB that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 
34

 

This annual 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 the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
 

On December 21, 2007, Inova acquired Texas-based Desert Communications (“Desert”) for $5.9 million ($3.3 million paid in cash and $2.6 million to be paid under notes payable).

Desert provides IT services to a customer base that primarily consists of Texas based school districts, local government entities and corporations. Services provided by Desert include IT network and communications services, network design, implementation and maintenance.

Funding for the acquisition was obtained from IBM and Boone Opportunity Lenders (“Boone”). IBM provided part of a $2.5 million line of credit and Boone Opportunity Lenders provided a $1.8 million debenture. Inova signed a $2.3 million promissory note payable to the previous owners of Desert.

The fair values of the assets acquired and the liabilities assumed at December 21, 2007 are as follows:

Cash
 
$
2,222,632
 
Accounts receivable
   
2,406,695
 
Inventory
   
293,283
 
Prepaid expense
   
6,654
 
Fixed assets
   
167,139
 
Goodwill
   
3,414,445
 
Intangible assets
   
860,555
 
Accounts Payable and accrued liabilities
   
(3,434,077
)
         
Total
 
$
5,937,326
 
 
 
35

 
The following shows the unaudited pro forma results of operations as though the purchases of Right Tag and Desert had been completed on May 1, 2006:

   
2008
   
2007
 
Sales
  $ 17,633,590     $ 14,944,551  
Cost of sales
    (12,008,040 )     (10,332,197 )
G&A
    (3,684,974 )     (3,058,364 )
Interest income (expense)
    (550,626 )     295,038  
Income from continuing operations
    1,389,950       1,849,028  
Loss on sale of Web’s Biggest
          (1,226,061 )
Income from discontinuing operations
          170,053  
Net income
  $ 1,389,950     $ 793,020  

Restatements

There were management fees of $15,000 per month for prior periods which were not paid but which are now being realized as an increase in expense and in paid in capital. This is a total of $180,000, which is a reduction of retained earnings and increase to equity.

Also, the company determined hat the original accounting for the merger with Web’s Biggest in 2005 was incorrect. Both companies were operating companies and the intent of the combined entity was to continue on with both operations. Inova should have accounted for the transaction as a reverse acquisition whereby Web’s Biggest purchased Inova and fair value and purchase accounting would apply. As described in Note 2, the Company has restated the accompanying consolidated financial statements as of April 30, 2008, and for the year then ended.  
 
36

 



Our directors and executive officers as of the date of this Report are as follows:
 
Name
 
Age
 
Position
 
Adam Radly
 
39
 
Chief Executive Officer, President, Treasurer
 
Paul Aunger
 
49
 
Secretary, Director
 
Jeffrey Mandelbaum
 
44
 
Director
 
Bob Bates
 
40
 
Chief Financial Officer
 
 
Adam Radly, President, Chief Executive Officer, Chairman and Treasurer
Mr. Radly became Chief Executive Officer of Inova after the merger with Web’s Biggest.

Mr. Radly was the founder and CEO of Isis Communications. While he was CEO of Isis, the company’s revenue increased from zero to $22 million, and Mr. Radly helped the company complete an IPO raising approximately $40 million. During his tenure, Isis completed eight acquisitions, and raised an additional $30 million from U.S. institutional investors in a secondary offering. Isis later merged with AAV Ltd. Mr. Radly is also the founder of XSIQ (International) Pty Ltd., a leading provider of K-12 education software and SponsorAnything.com, a leading sponsorship website.

Paul Aunger, Secretary
Mr. Aunger became a director and the Company’s Secretary on November 22, 2005. He is managing partner of Advisors, LLC.

Jeffrey Mandelbaum, Director
 
Jeff was with Sybase, Inc. (NYSE: SY) from 1986-1996. As a member of the initial management team, he held a variety of positions in sales and executive management. In his most recent position at Sybase as CEO and President of Sybase Financial Services, Inc., he was responsible for worldwide customer and partner financing. Under Jeff’s leadership, Sybase Financial Services, Inc. closed over $900,000,000 in financing transactions between 1990 and 1996. Jeff has provided advisory services focused on strategy, sales and marketing, business development, and corporate finance services for leading private equity investors and their portfolio companies including Warburg Pincus, Kleiner Perkins Caufield & Byers, Sigma Partners, Jefferson Partners, Baker Capital, and Draper Atlantic.
 
Bob Bates, Chief Financial Officer
 
Bob is a CPA with almost 20 years experience as a Controller and CFO for various public and private entities in several countries. He was with Allied Capital (NYSE) as Controller and has worked with other Billion dollar plus companies. He also spent time with KPMG.
 
Director Independence
 
The Board of Directors has determined that Mr. Mandelbaum is an independent director under applicable SEC rules. The full Board of Directors fulfills the role of the Audit Committee. We do not have an Audit Committee financial expert. The Board believes that due to the Company’s small size, an audit committee is unnecessary and would impose high costs in comparison to the potential benefits.
 
 
37

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC”) initial reports of ownership and reports of changes in ownership of common stock and other equity securities of our Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish our Company with copies of all Section 16(a) forms they file.

Based on our review of the Section 16(a) forms filed with the SEC, no director, officer, or 10% beneficial owner of our securities failed to timely file any report required under Section 16(a). To our knowledge, none of the above persons failed to report a reportable transaction.
   
We do not have a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  We have not adopted such a code of ethics because we have determined that such a code would be an unnecessary and bureaucratic practice given the small size of the Company's management.

 
The following describes the cash and stock compensation paid to our directors and officers during the two past fiscal years. Our fiscal year ends on April 30. As a result, our most recent fiscal year ended April 30, 2008, and is referred to below as 2008. The previous fiscal year ended April 30, 2007 and is referred to as 2007 below.
 
SUMMARY COMPENSATION TABLE

Name and principal
position
 
Year
 
Management fee ($)
   
Stock Awards ($)
   
Total ($)
 
Adam Radly, Chairman and CEO
 
2008
    120,000       -0-       -0-  
Adam Radly, Chairman and CEO
 
2007
    120,000       -0-       -0-  
Paul Aunger, Secretary and Director
 
2008
    60,000       -0-       0  
Paul Aunger, Secretary and Director
 
2007
    60,000       -0-       -0-  

The above compensation, although accrued by Inova, has not been paid to our officers. Our officers have agreed to allow this compensation to accrue for the time being until the Company’s cash flow improves; however, they may revoke this arrangement at any time.

Other related party information:
The Company pays professional fees of $5,000 a month to Advisors LLC, a company controlled by Paul Aunger, a director of the company. The Company also pays $10,000 a month in consulting fees to Southbase LLC, a company controlled by our CEO, Adam Radly.

Our executive officers do not have written employment agreements with the Company.
 
 
38

 


The following table describes the equity compensation available to our management.

Equity Compensation Plan Information
Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
(a)
Weighted-average exercise price of outstanding options, warrants and rights
 
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
(c)
Equity
compensation
plans approved by
security holders
-0-
-0-
450,000,000 (1)
Equity
compensation
plans not approved
by security holders
-0-
-0-
-0-
Total
-0-
-0-
450,000,000 (1)

(1)
Includes 2,000,000 non-restricted Class B preferred shares authorized to be issued for each acquisition with more than $40 million in sales or $10 million in EBITDA and 2,000,000 non-restricted Class B preferred shares authorized to be issued for each acquisition with less than $40 million in sales. Each Class B preferred share is convertible into common stock at the rate of 1 to 100.

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of July 31, 2008 by each person known by us to beneficially own 5% or more of our outstanding common stock; each of our directors; each of the Named Executive Officers; and all of our directors and Named Executive Officers as a group.
 
In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or debentures held by that person that are currently exercisable or convertible or exercisable or convertible within 60 days of July 31, 2008 are deemed outstanding.
   
Percentage of beneficial ownership is based upon 956,911,693 shares of common stock outstanding at July 31, 2008. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name. 
 
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Name and Address of Beneficial
Owner (1)
 
Number of Shares Beneficially Owned
   
Percent of Class
 
Adam Radly - CEO and related entities
 
568,938,076 Common Stock, $0.001 Par Value
      59.5 %
               
Paul Aunger-Secretary and related entities
    333,662,530       34.9 %
 
(1)  
The address for these owners is 233 Wilshire Blvd, Suite 300 Santa Monica, CA 90401
(2)  
There are approximately 28 shareholders of record, 1 of which is a holder for several hundred individuals
   

Our Chairman and CEO, Adam Radly, has loaned the Company money several times during the past fiscal year. The amount outstanding under these loans is $142,532. Interest is accruing at the rate of 7% per year.

In December 2007, Southbase LLC agreed to convert $600,000 of cash loaned to the Company plus the interest accrued on the loan into 185,964,912 common shares of the Company. However, as discussed above, this transaction was not accounted for until July, 2008, when the authorized shares were increased.

The Company has an invoice factoring arrangement with Advisors LLC, an entity related to Paul Aunger, our Secretary and a director. The amount of the invoices factored was $348,525 during this fiscal year.

 
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(A) Exhibits



Exhibit
Number
Description
31.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
31.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(a)  or  Rule  15d  -  14(a).   
32.1
Certification  of  the  Chief  Executive Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   
32.2
Certification  of  the  Chief  Financial Officer required by Rule  13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C. 1350.   



SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                                                      

EDGETECH SERVICES INC.


By:   /s/ Adam Radly
         Chairman and CEO

Date: June 15, 2009


By:   /s/ Bob Bates
         Bob Bates, CFO

Date: June 15, 2009

 
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