U.S. SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




Form 10-K-A




(Amendment No. 2)




(Mark One)





x ANNUAL REPORT UNDER SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2009





o TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ______________ to ______________





Commission File Number 000-53421





INNOVATIVE WIRELESS TECHNOLOGIES, INC.




(Exact name of registrant as specified in its charter)





Delaware

90-0535563(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)




306 N West El Norte Pkwy


Escondido, CA 92026





(Address of principal executive offices)





Telephone: (310) 237-2001


(Registrant’s telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act:




None.




Securities registered under Section 12(g) of the Exchange Act:




Common Stock, $0.0001 par value per share


(Title of Class)




Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x




Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o


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




Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x




Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large Accelerated Filer
o
Accelerated Filer
oNon-accelerated Filer
o
Smaller Reporting Company
x




(Do not check if a smaller reporting company.)




Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x   No o




The aggregate market value of the common stock held by non-affiliates of the issuer was $0.00 on December 31, 2009.  Not applicable because no market have been established for the registrant’s common stock.














APPLICABLE ONLY TO CORPORATE REGISTRANTS




As of March 29, 2010, there were 31,340,000 shares of common stock, par value $.0001, outstanding.




EXPLANATORY NOTE




This Amendment No. 2 on Form 10-K/A (“Amendment”) amends and restates the Annual Report on Form 10-K of Innovative Wireless Technologies, Inc. (the “Company”) for the year ended December 21, 2009 (“Fiscal 1009) filed with the Securities and Exchange Commission (“Commission”) on March 29, 2010 (the “Original Report”).  The Company is filing this amendment in order to address comments received from the staff of the Commission relating to Amendment No. 1 to the Original Report.




In this Amendment we have revise the following:




Item 9A.  Controls and Procedures. We have amended previous disclosure and included additional disclosure




Except as set forth above, the Original Report has not been amended, updated or otherwise modified.  This Amendment includes information contained in the Original Report, and we have made no attempt in the Amendment to modify or update the disclosures presented in the Original Report, except as described above.  The disclosures in this Amendment continue to speak as of the date of the Original Report and do not reflect events occurring after the filing of the Original Report.  Accordingly, this Amendment should be read in conjunction with other filings made with the Commission subsequent to the filing of the Original Report, including any amendments to those filings, as information in such filings may update or supersede certain information contained in the Original Report and this
Amendment.  The filing of this Amendment shall not be deemed to be an admission that the Original Report, when made, included any untrue statement of a material fact or omitted to state a materials fact necessary to make a statement not misleading.




In addition, in connection with filing this Amendment and pursuant to the rules of the Commission, the Company’s Chief Executive Officer and Chief Financial Officer has reissued his certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“SOX”) attached as Exhibit 31.1 to this Amendment and his certification pursuant to Section 906 of SOX attached as Exhibit 32.1 to this Amendment.




FORWARD-LOOKING STATEMENTS




Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Innovative Wireless Technologies, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.




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PART I




Item 1.   Description of Business.




(a)   Business Development




Innovative Wireless Technologies, Inc. (the “Company” or the “Registrant”) was incorporated in the State of Delaware on July 24, 2008 as Bayrock Ventures, Inc.  The name of the Company was changed to Innovative Wireless Technologies, Inc. on February 24, 2010. Since inception, we have been engaged in organizational efforts and obtaining initial financing. We were formed as a vehicle to pursue a business combination and have made no efforts to identify a possible business combination. As a result, we have not conducted negotiations or entered into a letter of intent concerning any target business. Our business purpose is to seek the acquisition of or merger with, an existing company.




(b)   Business of Issuer




Based on proposed business activities, we are a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act
for so long as we are subject to those requirements.




We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.




The analysis of new business opportunities has and will be undertaken by or under the supervision of Pavel Alpatov, the sole shareholder of the Registrant. The Registrant has considered potential acquisition transactions with several companies, but as of this date has not entered into any Letter of Intent or other agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:




(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;




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(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;




(c) Strength and diversity of management, either in place or scheduled for recruitment;




(d) Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;




(e) The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;




(f) The extent to which the business opportunity can be advanced;




(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and




(h) Other relevant factors.




In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.




Form of Acquisition




The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.




It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less
of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.




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The present stockholder of the Registrant will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part of such a transaction, the Registrant’s sole director may resign and new directors may be appointed without any vote by stockholders.




In the case of an acquisition, the transaction may be accomplished upon the sole determination of our sole stockholder. In the case of a statutory merger or consolidation directly involving us, it will likely be necessary for our sole stockholder to approve such transaction.




It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.




We presently have no employees. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business only several hours per week until the acquisition of a successful business opportunity has been consummated. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.




Item 1A. Risk Factors.




As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.




Item 1B.  Unresolved Staff Comments.




As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.




Item 2.   Description of Property.




We neither rent nor own any properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.




Item 3.   Legal Proceedings.




There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.




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




For the fiscal year ended December 31, 2009 there have been no matters submitted to the vote of the security holders.




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PART II




Item 5.   Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.




Common Stock




Our Certificate of Incorporation authorizes the issuance of up to 250,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”). The Common Stock is not listed on a publicly-traded market. As of February 19, 2009, there was one holder of record of the Common Stock.




Preferred Stock




Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.




Dividends




We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.




Securities Authorized for Issuance under Equity Compensation Plans




The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.




Recent Sales of Unregistered Securities




On October 7, 2009, William Tay, the former sole officer of the Company  sold 31,340,000 shares of Common Stock to Pavel Alpatov for $50,000.   Mr. Tay sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.  The Company did not receive any of the proceeds from this sale.





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We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:





•
None of these issuances involved underwriters, underwriting discounts or commissions;





•
We placed restrictive legends on all certificates issued;





•
No sales were made by general solicitation or advertising;





•
Sales were made only to accredited investors




In connection with the above transactions, we provided the following to all investors:





•
Access to all our books and records.





•
Access to all material contracts and documents relating to our operations.





•
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.




The Company’s Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a
relatively strong balance sheet, there may be little or no dilution.




Issuer Purchases of Equity Securities




None.




Item 6.  Selected Financial Data




As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.




Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operation.




We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.


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We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with amounts to be loaned to or invested in us by our stockholders, management or other investors.




During the next twelve months we anticipate incurring costs related to:




(i) filing of Exchange Act reports, and




(ii) costs relating to consummating an acquisition.




We believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our sole stockholder or other investors.




We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.




Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.




Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.





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We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.




We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.




Off-Balance Sheet Arrangements




The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.




Contractual Obligations




As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.




Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.




As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.




Item 8.   Financial Statements and Supplementary Data.




Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.




There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.




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Item 9A(T). Controls and Procedures.




Evaluation of Disclosure Controls and Procedures




The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and
principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Because the Company has no officers or employees other than Pavel Alpatov, the Company has been unable to establish disclosure controls and procedures.  As a result the Company’s sole has officer concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in the Company’s reports
filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.




Evaluation of Internal Control over Financial Reporting





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. An internal control system is intended to be a process 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 the Company has no officers or employees other than Pavel Alpatov, the Company has been unable to establish internal control over financial reporting.


Because of its inherent limitations, 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 because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment, we concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was not effective, based on those criteria.




This annual report does not include an attestation report of the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.




Changes in Internal Controls over Financial Reporting




There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2009, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.




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Item 9B. Other Information.




None.




PART III




Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.




(a) Identification of Directors and Officers.




A. Identification of Directors and Officers. The current officers and directors will serve for one year or until their respective successors are elected and qualified. They are:





Name

Age

Position(s)Pavel Alpatov

29

Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer




Pavel Alpatov  is the Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of the Company. Mr. Alpatov has served as an officer and Director of the Company since October 16, 2009. His business experience is as follows:




Pavel Alpatov, age 29, has been the President, Chief Financial Officer, Secretary and Director of Innovative Wireless Technologies, Inc., a Delaware corporation, since he acquired all of the outstanding common stock on October 16, 2009. Mr. Alpatov received his BBA in 2001 and MBA in 2003 at the Academy of national economy under the government of the Russian Federation.  From 2003-2006, Mr. Alpatov worked for Sistema group developing security products and wireless technologies. From 2006-2008, Mr. Alpatov worked for Horus Capital in reconstruction and development.  Mr. Alpatov received his degree in economics in 2008, and he is currently teaching business planning and innovative management.




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B. Significant Employees.




As of the date hereof, the Company has no significant employees.




C. Family Relationships.




There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.




D. Involvement in Certain Legal Proceedings.




There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.




Compliance with Section 16(a) of the Exchange Act




Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.




Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2009 and written representations that no other reports were required, the Company believes that believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.




Code of Ethics




We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serve in these capacities.





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Nominating Committee




We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.




Audit Committee




The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.




Item 11.   Executive Compensation.




Our officer and director does not receive any compensation for services rendered to the Company since inception, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs.




Our officers and directors will not receive any finder’s fee, either directly or indirectly, as a result of any efforts to implement our business plan outlined herein.




It is possible that, after we successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.




No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted for the benefit of its employees.




There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.




Director Compensation




We do not currently pay any cash fees to our directors, nor do we pay directors’ expenses in attending board meetings.





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Employment Agreements




The Company is not a party to any employment agreements.




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.




(a) Security ownership of certain beneficial owners.




The following table sets forth, as of February 19, 2009, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.





Name and Address

Amount and Nature of

Beneficial Ownership


Percentage of ClassPavel Alpatov

306 N West El Norte Pkwy

Escondido, CA 92026


31,340,000



100
%All Officers and Directors as a group


31,340,000



100
%




Item 13. Certain Relationships and Related Transactions.




Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.




Item 14.  Principal Accounting Fees and Services.




Stan J.H. Lee, CPA (“SJHL”) is the Company’s independent registered public accounting firm.




Audit Fees




The firm of SJHL acts as our principal accountant. Our former sole officer and director paid $3,000 on our behalf to SJHL during the period from July 24, 2008 (inception) to December 31, 2009 for its audit of our financial statements which were included in our Form 10-12G filed with the United States Securities and Exchange Commission on September 18, 2008.





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Audit-Related Fees




There were no fees billed by SJHL for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended December 31, 2009.




Tax Fees




There were no fees billed by SJHL for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended December 31, 2009.




All Other Fees




There were no fees billed by SJHL for other products and services for the fiscal year ended December 31, 2009.




Audit Committee’s Pre-Approval Process




The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.




PART IV




Item 15. Exhibits, Financial Statement Schedules.




(a) Exhibits:





Exhibit No.

Description3.1*

Certificate of Incorporation3.2*

By-laws3.3**

Certificate of Amendment dated February 24, 2010, changing name of Company to Innovative Wireless Technologies, Inc.31.1

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 200931.2

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 200932.1

Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 200232.2

Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002


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* Filed as an exhibit to the Company’s registration statement on Form 10-12G, as filed with the U.S. Securities and Exchange Commission on September 18, 2008 and incorporated herein by this reference.




** Filed as an exhibit to the Company’s Form 10-K, as filed with the U.S. Securities and Exchange Commission on March 29, 2010 and incorporated herein by this reference.




(b) The following documents are filed as part of the report:




1. Financial Statements: Balance Sheet, Statement of Operations, Statement of Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial Statements.




We are an inactive entity as defined by Section 3-11 of Regulation S-X. Accordingly, the financial statements required for purposes of reports pursuant to the Securities Exchange Act of 1934 are unaudited.




SIGNATURES




In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





INNOVATIVE WIRELESS TECHNLOGIES, INC.Dated: March 8, 2011
By:
/s/ Pavel AlpatovPavel AlpatovPresident and DirectorPrincipal Executive OfficerPrincipal Financial Officer




In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Title

Date/s/ Pavel Alpatov

President, Secretary, Chief

March 8, 2011Pavel Alpatov

Financial Officer and Sole Director




16




Stan J.H. Lee, CPA
 2160 North Central Rd.  Suite 203 ♦ Fort Lee ♦NJ 07024
 Mailing address: P.O. Box 436402 ♦San Diego ♦CA ♦92143-9402
 
 619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com
 
 Report of Independent Registered Public Accounting Firm
 
 To the Board of Directors and Stockholders
 
 Innovative Wireless Technologies, Inc.
 
 (A Development Stage Company)
 
 We have audited the accompanying balance sheet of Innovative Wireless Technologies, Inc. as of December 31, 2009 and the related statements of operation, changes in shareholders’ equity (deficit) and cash flows for the fiscal year then ended and for the period from July 24, 2008 (inception) to December 31, 2009 for the cumulative since inception. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with the 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 financial statements are free of material misstatement.  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 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.  We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Innovative Wireless Technologies, Inc. as of December 31, 2009, and the results of its operation and its cash flows for the fiscal year then ended and for the period from July 24, 2008 (inception) to December 31, 2009 for the cumulative since inception in conformity with U.S. generally accepted accounting principles.
 
 The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/ Stan J.H. Lee, CPAStan J.H. Lee, CPAFebruary 1, 2011Fort Lee, NJ
  F-1
  INNOVATIVE WIRELESS TECHNOLOGIES, INC.
 (A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEETS
  December 31,

2009


December 31,

2008(Audited)


(Unaudited)ASSETSCurrent Assets:

$
-



-Total Current Assets


-



-Total Assets

$
-



-LIABILITIES AND STOCKHOLDERS' DEFICIT$
-



-Current Liabilities:


-



-Total Current Assets


-



-Total Liabilities


-



-Stockholders' DeficitPreferred stock, $0.0001 par value, 20,000,000 shares authorized none issued andoutstanding


-



-Common stock, $0.0001 par value, 250,000,000 shares authorized 31,340,000 issued andoutstanding as of December 31, 2009 and 2008, respectively


3,134



3,134Deficit accumulated during development stage


(3,134
)


(3,134
)Total Stockholders' Deficit


-



-Total Liabilities and Stockholders' Deficit

$
-



-
  See notes to financial statements
 
 F-2
  INNOVATIVE WIRELESS TECHNOLOGIES, INC.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31, 2009
  NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS
 
 Innovative Wireless Technologies, Inc. (the "Company") was incorporated under the laws of the State of Delaware on July 24, 2008 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
 
 NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of Presentation - Development Stage Company
 
 The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
 
 Accounting Method
 
 The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included.  Actual results could differ from those estimates.
 
 Cash Equivalents
 
 The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
 
 Income Taxes
 
 Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.  Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the
Company not having any material operations for period ended December 31, 2009.
  F-3
  Basic Earnings (Loss) per Share
 
 In February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.  SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective July 24, 2008 (inception).
 
 Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.  Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
 
 Impact of New Accounting Standards
 
 The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
 
 NOTE 3.  GOING CONCERN
 
 The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or
terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
 
 NOTE 4.   SHAREHOLDER'S EQUITY
 
 Upon formation, the Board of Directors issued 31,340,000 shares of common stock for $3,134 in services to the founding shareholder of the Company to fund organizational start-up costs.
 
 The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2009:
 
 ·
Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 31,340,000 shares issued and outstanding
 
 Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; none issued and outstanding.
 
 NOTE 5.   COMMITMENT AND CONTINGENCIES
 
 There is no commitment and contingencies to disclose as of  March 24, 2010.
 
 NOTE 6. SUBSEQUENT EVENTS
 
 There is no subsequent events to disclose for the relevant period.
 
 F-4