UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.




FORM
10-Q




(Mark
One)




x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934




For the
quarterly period ended September 30, 2010




OR




 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For the
transition period from to




Commission
file number 0-53421




INNOVATIVE
WIRELESS TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)





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





306 N.
West El Norte Pkwy


Escondido,
CA 92026


(Address
of principal executive offices) (zip code)




(858)
735-8865


(Registrant's
telephone number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes x No  ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
              Accelerated
      Filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting company x(do
      not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company


(as
defined in Rule 12b-2 of the Exchange Act).




Yes x No  ̈




Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Outstanding
      atClass
              November
      18, 2010Common
      Stock, par value $0.0001
              36,870,388Documents
      incorporated by reference:
              None








PART
I — FINANCIAL INFORMATION





INNOVATIVE
WIRELESS TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS




September 30, 2010
                                                          
                                                          
                                                          December 31, 2009(Unaudited)
                                                          
                                                          
                                                          (Audited)ASSETSCurrent
      Assets:Cash
                                                          
                                                          $
                                                          461
                                                          
                                                          
                                                          $
                                                          -Total
      Current Assets
                                                          
                                                          
                                                          461
                                                          
                                                          
                                                          
                                                          -Patents
                                                          
                                                          
                                                          553
                                                          
                                                          
                                                          
                                                          -Total
      Assets
                                                          
                                                          $
                                                          1,014
                                                          
                                                          
                                                          $
                                                          -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      Liabilities:
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          $
                                                          -Other
      current liabilities
                                                          
                                                          
                                                          5,250
                                                          
                                                          
                                                          
                                                          -Total
      Current Assets
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -Borrowing
      from other
                                                          
                                                          
                                                          50,000Total
      Liabilities
                                                          
                                                          
                                                          55,250
                                                          
                                                          
                                                          
                                                          -Stockholders'
      DeficitPreferred
      stock, $0.0001 par value, 20,000,000 sharesauthorized,
      none issued and outstanding
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Common
      stock, $0.0001 par value, 250,000,000 sharesauthorized,
      36,870,388 as of Sept 30, 2010 and 31,340,000 as of December 31, 2009
      issued and outstanding
                                                          
                                                          
                                                          3,687
                                                          
                                                          
                                                          
                                                          3,134Capital
      contribution
                                                          
                                                          
                                                          9,100
                                                          
                                                          
                                                          
                                                          -Deficit
      accumulated during development stage
                                                          
                                                          
                                                          (67,023
                                                          )
                                                          
                                                          
                                                          (3,134
                                                          )Total
      Stockholders' Deficit
                                                          
                                                          
                                                          (54,236
                                                          )
                                                          
                                                          
                                                          -Total
      Liabilities and Stockholders' Deficit
                                                          
                                                          $
                                                          1,014
                                                          
                                                          
                                                          $
                                                          -





See
unaudited notes to financial statements




F-1




INNOVATIVE
WIRELESS TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS




For the Three Months Ended September 30,
                                            
                                            
                                            For the Nine Months Ended September 30,
                                            
                                            
                                            For the Period from
                                              July 24, 2008
                                              (Inception) to
                                              September 30,2010
                                            
                                            
                                            2009
                                            
                                            
                                            2010
                                            
                                            
                                            2009
                                            
                                            
                                            2010(Unaudited)
                                            
                                            
                                            (Unaudited)
                                            
                                            
                                            (Unaudited)
                                            
                                            
                                            (Unaudited)
                                            
                                            
                                            (Unaudited)Revenues
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Operating
      ExpensesGeneral
      and administrative expenses
                                            
                                            
                                            44,571
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            62,639
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            65,773Total
      Operating Expenses
                                            
                                            
                                            44,571
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            62,639
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            65,773Loss
      from operations
                                            
                                            
                                            (44,571
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (62,639
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (65,773
                                            )Other
      income ( expense)Interest
      expense
                                            
                                            
                                            (1,250
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (1,250
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (1,250
                                            )Net
      Loss
                                            
                                            $
                                            (45,821
                                            )
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (63,889
                                            )
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (67,023
                                            )Net
      Loss per share - Basic and diluted
                                            
                                            $
                                            (0.00
                                            )
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (0.00
                                            )
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (0.00
                                            )Weighted
      Average Shares Outstanding - Basic and diluted
                                            
                                            
                                            34,646,210
                                            
                                            
                                            
                                            31,340,000
                                            
                                            
                                            
                                            32,458,277
                                            
                                            
                                            
                                            31,340,000
                                            
                                            
                                            
                                            31,722,605





See
unaudited notes to financial statements


F-2




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 $0.0001per
      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 (Audited)
                                        
                                        
                                        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
                                        )
                                        
                                        
                                        -Capital
      contribution
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        9,100
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        9,100Stock
      issue for acquisition of patents
                                        
                                        
                                        5,530,388
                                        
                                        
                                        
                                        553
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        553Net
      loss for the nine-months ended September 30, 2010
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (63,889
                                        )
                                        
                                        
                                        (63,889
                                        )Balance,
      September 30, 2010 (Unaudited)
                                        
                                        
                                        36,870,388
                                        
                                        
                                        
                                        3,687
                                        
                                        
                                        
                                        9,100
                                        
                                        
                                        
                                        (67,023
                                        )
                                        
                                        
                                        (54,236
                                        )





See
unaudited notes to financial statements


F-3




INNOVATIVE
WIRELESS TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS




For the Period fromJuly 24, 2008(Inception)For the Nine-Months Ended September 30,
                                              
                                              
                                              to September 30,2010
                                              
                                              
                                              2009
                                              
                                              
                                              2010(Unaudited)
                                              
                                              
                                              (Unaudited)
                                              
                                              
                                              (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                              
                                              $
                                              (63,889
                                              )
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              (67,023
                                              )Adjustments
      to reconcile net loss from operations to netcash
      used in operating activities:
                                              
                                              
                                              -Change
      in other current liabilities
                                              
                                              
                                              5,250
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              5,250Net
      cash used in operating activities
                                              
                                              
                                              (58,639
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (61,773
                                              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Patents
      purchased in stocks
                                              
                                              
                                              (553
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (553
                                              )Net
      cash provided by investing activities
                                              
                                              
                                              (553
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (553
                                              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Capital
      contribution
                                              
                                              
                                              9,100
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              9,100Stock
      issued for service
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              3,134Stock
      issued for acquisition of patents in common stocks
                                              
                                              
                                              553
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              553Borrowing
      from other
                                              
                                              
                                              50,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              50,000Net
      cash provided by financing activities
                                              
                                              
                                              59,653
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              62,787NET
      INCREASE IN CASH
                                              
                                              
                                              461
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              461CASH
      - beginning of period
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -CASH
      - end of period
                                              
                                              $
                                              461
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              1,014SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for:Interest
                                              
                                              $
                                              1,250
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              1,250Income
      taxes
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Common
      stock issued to founder for services rendered
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              3,134Common
      stock issued for purchase of patents in stock
                                              
                                              $
                                              553
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              553





See
unaudited notes to financial statements





F-4


INNOVATIVE
WIRELESS TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)




NOTES
TO FINANCIAL STATEMENTS


AS
OF SEPTEMBER 30, 2010


(UNAUDITED)




NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS




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




NOTE
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 September 30,
2009.


F-5


INNOVATIVE WIRELESS TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


AS
OF SEPTEMBER 30, 2010


(UNAUDITED)




NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




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 February 9, 2009
(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.




STOCK-BASED
COMPENSATION




The
Company recognizes the services received or goods acquired in a share-based
payment transaction as services are received or when it obtains the goods as an
increase in equity or a liability, depending on whether the instruments granted
satisfy the equity or liability classification criteria [FAS-123(R),
par.5].




A
share-based payment transaction with employees is measured base on the fair
value (or, in some cases, a calculated or intrinsic value) of the equity
instrument issued. If the fair value of goods or services received in a share-
based payment with non-employees is more reliably measurable than the fair value
of the equity instrument issued, the fair value of the goods or services
received shall be used to measure the transaction. Conversely, if the fair value
of the equity instruments issued in a share-based payment transaction with
non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the
equity instruments issued [FAS-123(R), par.7].




The cost
of services received from employees in exchange for awards of share- based
compensation generally is measured at the fair value of the equity instruments
issued or at the fair value of the liabilities incurred. The fair value of the
liabilities incurred in share-based transactions with employees is remeasured at
the end of each reporting period until settlement [FAS-123(R),
par.10].




Share-based
payments awarded to an employee of the reporting entity by a related party or
other holder of an economic interest in the entity as compensation for services
provided to the entity are share-based transactions to be accounted for under
FAS-123(R) unless the transfer is clearly for a purpose other than compensation
for services to the reporting entity. The substance of such a transaction is
that the economic interest holder makes a capital contribution to the reporting
entity and that entity makes a share- based payment to its employee in exchange
for services rendered [FAS-123(R), par.11].




IMPACT
OF NEW ACCOUNTING STANDARDS




The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.


F-6


INNOVATIVE
WIRELESS TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)




NOTES
TO FINANCIAL STATEMENTS


AS
OF SEPTEMBER 30, 2010


(UNAUDITED)




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




On July
24, 2008, the Board of Directors issued 31,340,000 shares of common stock for
$3,134 in services to the founding shareholder of the Company to fund
organizational start-up costs.




On August
6, 2010, the Board of Directors issued 5,530,388 shares of common stock pursuant
to the terms of an Asset Purchase Agreement with MechTech, LLC.




The
stockholders' equity section of the Company contains the following classes of
capital stock as of September 30, 2010:




* Common
stock, $ 0.0001 par value: 250,000,000 shares authorized; 36,870,388 shares
issued and outstanding




*
Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; but not
issued and outstanding.


F-7


ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




The
Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most instances the target company will
wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.




The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.




In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.




It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.




The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements. Negotiations with a target company will
likely focus on the percentage of the Company which the target company
shareholders would acquire in exchange for their shareholdings. Although the
terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such
time.







In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166 removes
the concept of a qualifying special-purpose entity from SFAS 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," establishes a new "participating interest" definition that must be
met for transfers of portions of financial assets to be eligible for sale
accounting, clarifies and amends the derecognition criteria for a transfer to be
accounted for as a sale, and changes the amount that can be recognized as a gain
or loss on a transfer accounted for as a sale when beneficial interests are
received by the transferor. Enhanced disclosures are also required to provide
information about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. SFAS No. 166 is effective for
interim and annual reporting periods ending after November 15, 2009. The Company
does not believe that the implementation of this standard will have a material
impact on its condensed financial statements.




In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised December
2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to require an
enterprise to qualitatively assess the determination of the primary beneficiary
of a variable interest entity (VIE) based on whether the entity (1) has the
power to direct the activities of a VIE that most significantly impact the
entity's economic performance and (2) has the obligation to absorb losses of the
entity or the right to receive benefits from the entity that could potentially
be significant to the VIE. Also, SFAS 167 requires an ongoing reconsideration of
the primary beneficiary, and amends the events that trigger a reassessment of
whether an entity is a VIE. Enhanced disclosures are also required to provide
information about an enterprise's involvement in a VIE. SFAS No. 167 is
effective for interim and annual reporting periods ending after November 15,
2009. The Company does not believe that the implementation of this standard will
have a material impact on its condensed financial statements.




ITEM
3. Quantitative and Qualitative Disclosures About Market Risk.




Information
not required to be filed by Smaller reporting companies.




ITEM
4. Controls and Procedures.




Disclosures
and Procedures




Pursuant
to Rules adopted by the Securities and Exchange Commission, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rules. This
evaluation was done as of the end of the period covered by this report under the
supervision and with the participation of the Company's principal executive
officer (who is also the principal financial officer).




Based
upon that evaluation, he believes that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the Company in
its periodic reports is recorded, summarized and processed timely. The principal
executive officer is directly involved in the day-to-day operations of the
Company.




This
Quarterly Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Quarterly Report.




Changes
in Internal Controls




There was
no change in the Company's internal control over financial reporting that was
identified in connection with such evaluation that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.




PART
II — OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




There are
no legal proceedings against the Company and the Company is unaware of such
proceedings contemplated against it.




ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




Not applicable




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




Not
applicable.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




Not
applicable.




ITEM
5. OTHER INFORMATION




(a)
            Loan from Pavel Alpatov.On October 8, 2010, Registrant entered into a Loan Agreement with
      Pavel Alpatov, President and Principal Executive Officer of Registrant, as
      Lender, and Registrant, as Borrower. Under the Loan Agreement, Mr. Alpatov
      agreed to lend the Company a maximum of $100,000, which amount may be
      drawn by Registrant in installments of up to $42,500 and up to $57,500 at
      any time prior to October 7, 2020. Outstanding principal will bear
      interest at a date of 10% per annum. All outstanding principal and accrued
      interest is due no later than October 7,
2020.




The first
installment of $42,500 was drawn on October 10, 2010, and was used for legal
fees, patent and trade mark expenses, show expenses for Registrant’s products,
and research and development costs.




Amounts
borrowed under the Loan Agreement are unsecured obligations of Registrant. As
long as any amounts are outstanding under the Loan Agreement, the Lender’s
consent is required for Registrant to grant a security interest in any of its
assets.




(b)
            Loan from Meridian World Trade
      Co., Inc.On June 6, 2010, Registrant entered into a Loan Agreement
      with Meridian World Trade Co., Inc., a company owned by the family of
      Pavel Alpatov, President and Principal Executive Officer of Registrant, as
      Lender, and Registrant, as Borrower. Under the Loan Agreement, Meridian
      agreed to lend the Company a maximum of $100,000, which amount may be
      drawn by Registrant in two equal installments of $50,000 at any time prior
      to June 19, 2013. Outstanding principal will bear interest at a date of
      10% per annum. All outstanding principal and accrued interest is due no
      later than June 19, 2013.




The first
installment of $50,000 was drawn on June 23, 2010, and was used for legal fees,
patent and trade mark expenses, show expenses for Registrant’s products, and
research and development costs.




Amounts
borrowed under the Loan Agreement are unsecured obligations of Registrant. As
long as any amounts are outstanding under the Loan Agreement, the Lender’s
consent is required for Registrant to grant a security interest in any of its
assets.




ITEM
6. EXHIBITS




(a)
Exhibits




10.1 Loan
Agreement dated October 8, 2010, between Pavel Alpatov, as Lender, and
Innovative Wireless Technologies, as Borrower.




10.2 Loan
Agreement dated June 6, 2010, between Meridian World Trade Co., Inc., as Lender,
and Innovative Wireless Technologies, as Borrower




31.
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002




32.
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




Pursuant
to the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.





NAME
                  
                  OFFICE
                  
                  DATE/s/
      Pavel Alpatov
                  
                  President
                  
                  November 19, 2010Pavel
      Alpatov
                  
                  Principal Executive OfficerPrincipal
      Financial Officer