U.S.
SECURITIES AND EXCHANGE COMMISSION




Washington,
D.C. 20549




Form
10-K-A




(Amendment
No. 1)




(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





 ̈ 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  ̈   No x




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




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  ̈




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
                     ̈
                    
                    Accelerated Filer
                     ̈Non-accelerated
      Filer
                     ̈
                    
                    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  ̈




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. 1 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 the Original
Report.




In this
Amendment we have revise the following:




Item
9A.  Controls and Procedures. We have 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.




2




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;




3





(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.




4




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.




5




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.




6





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.




7




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.




8





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.




9




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 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 Controls over Financial Reporting




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.




10




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.




11




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.




12





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.




13




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.




14





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




15









* 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:
      February 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 AlpatovPresident,
      Secretary, Chief
                          
                          February
      8, 2011Pavel
      Alpatov
                          
                          Financial
      Officer and Sole Director




16
 
  Stan J.H.
Lee, CPA
 2160
North Central Rd.  Suite 203 t
Fort Lee tNJ 07024
 Mailing
address: P.O. Box 436402 tSan Diego tCA t92143-9402
  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 authorizednone
      issued and outstanding
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -Common
      stock, $0.0001 par value, 250,000,000 shares authorized31,340,000
      issued and outstanding 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)
 STATEMENTS
OF OPERATIONS
 
 For the Years Ended December 31,
                                          
                                          
                                          For the Period fromJuly 24, 2008(Inception) toSeptember 30,2009
                                          
                                          
                                          2008
                                          
                                          
                                          2010(Audited)
                                          
                                          
                                          (Unaudited)
                                          
                                          
                                          (Unaudited)Revenues
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Operating
      ExpensesGeneral  and
      administrative expenses
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,134
                                          
                                          
                                          
                                          3,134-Total
      Operating Expenses
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,134
                                          
                                          
                                          
                                          3,134Loss
      from operations
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (3,134
                                          )
                                          
                                          
                                          (3,134
                                          )Net
      Loss
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          (3,134
                                          )
                                          
                                          $
                                          (3,134
                                          )Net
      Loss per share - Basic and diluted
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (0.000
                                          )
                                          
                                          
                                          (0.000
                                          )Weighted
      Average Shares Outstanding-
      Basic and diluted
                                          
                                          
                                          31,340,000
                                          
                                          
                                          
                                          31,340,000
                                          
                                          
                                          
                                          31,340,000
 
 See notes
to financial statements
 
 F-3
  INNOVATIVE
WIRELESS TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
 
 DeficitAccumulatedAdditional
                            
                            
                            During
                            
                            
                            TotalCommon
      Stock
                            
                            
                            Paid-in
                            
                            
                            Development
                            
                            
                            Stockholders'Shares
                            
                            
                            Par
      Value
                            
                            
                            Capital
                            
                            
                            Stage
                            
                            
                            DeficitShares
      issued for services at $0.0001 per share, July 24, 2008
      (Inception)
                            
                            
                            31,340,000
                            
                            
                            $
                            3,134
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            3,134Net
      loss for the fiscal year ended December 31, 2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (3,134
                            )
                            
                            
                            (3,134
                            )Balance,
      December 31, 2008 (Unaudited)
                            
                            
                            31,340,000
                            
                            
                            
                            3,134
                            
                            
                            
                            -
                            
                            
                            
                            (3,134
                            )
                            
                            
                            -Net
      loss for the year ended December 31, 2009
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Balance,
      December 31, 2009 (Audited)
                            
                            
                            31,340,000
                            
                            
                            $
                            3,134
                            
                            
                            $
                            -
                            
                            
                            $
                            (3,134
                            )
                            
                            $
                            -
 
 See notes
to financial statements
  F-4
  INNOVATIVE WIRELESS TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 
 For the Period fromJuly 24, 2008For the Years Ended December 31,
                    
                    
                    (Inception)to December 31,2009
                    
                    
                    2008
                    
                    
                    2009(Audited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    -
                    
                    
                    $
                    3,134
                    
                    
                    $
                    (3,134
                    )Adjustments
      to reconcile net loss from operations to net cash used in operating
      activities:
                    
                    
                    -Common
      stock issued for service
                    
                    
                    -
                    
                    
                    
                    3,134
                    
                    
                    
                    3,134Net
      cash used in operating activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      cash provided by investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      cash provided by financing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -NET
      INCREASE IN CASH
                    
                    
                    -
                    
                    
                    
                    -CASH
      - beginning of period
                    
                    
                    -
                    
                    
                    
                    -CASH
      - end of period
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW  INFORMATION:Cash
      paid for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Common
      stock issued to founder for services rendered
                    
                    $
                    -
                    
                    
                    $
                    3,134
                    
                    
                    $
                    3,134Common
      stock issued for purchase of patents in stock
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 See notes
to financial statements
  F-5
 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-6
  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-7