UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.



FORM 10-Q



(Mark One)



xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934



For the quarterly period ended June 30,
2012



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the transition period from to



Commission file number 0-53421



INNOVATIVE WIRELESS TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)



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



3655 Nobel Drive, Suite 520San Diego, California 92122(Address of principal executive offices) (zip code)



(858) 735-8865
(Registrant's telephone number, including area code)



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



YesxNo ̈



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 companyx
| | (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).



YesxNo ̈



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





|Class                                |  | Outstanding at 
|------------------------------------ |  | ---------------
|                                     |  | August 15, 2012
|Common Stock, par value $0.0001      |  | 36,870,388     
|Documents incorporated by reference: |  | None           

















INNOVATIVE WIRELESS TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

June 30, 2012



INDEX TO FINANCIAL STATEMENTS



|                              | PAGE
|----------------------------- | ----
|                              |     
|BALANCE SHEETS                | F2  
|                              |     
|STATEMENTS OF OPERATIONS      | F3  
|                              |     
|STATEMENTS OF CASH FLOWS      | F4  
|                              |     
|NOTES TO FINANCIAL STATEMENTS | F5  













PART I — FINANCIAL INFORMATION



Innovative Wireless Technologies, Inc.

(a Development stage Company)

Balance Sheets



|                                                                                                                                                          |  | As of       |          
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------
|                                                                                                                                                          |  | June 30,    |          
|                                                                                                                                                          |  | 2012        |          
|                                                                                                                                                          |  | (Unaudited) |          
|Assets:                                                                                                                                                   |  |             |          
|                                                                                                                                                          |  |             |          
|Current Assets:                                                                                                                                           |  |             |          
|Cash                                                                                                                                                      |  | $           | 658      
|Inventory                                                                                                                                                 |  |             | 843,362  
|Prepaid rent                                                                                                                                              |  |             | 18,306   
|                                                                                                                                                          |  |             |          
|Total current Assets                                                                                                                                      |  |             | 862,326  
|                                                                                                                                                          |  |             |          
|Patents                                                                                                                                                   |  |             | 553      
|Leasehold Improvements                                                                                                                                    |  |             | 7,837    
|                                                                                                                                                          |  |             |          
|Total Assets                                                                                                                                              |  | $           | 870,716  
|                                                                                                                                                          |  |             |          
|Liabilities and Shareholders' Equity:                                                                                                                     |  |             |          
|                                                                                                                                                          |  |             |          
|Current Liabilities:                                                                                                                                      |  |             |          
|                                                                                                                                                          |  |             |          
|Accrued interest                                                                                                                                          |  | $           | 21,001   
|Accrued liabilities                                                                                                                                       |  |             | 6,908    
|Due to related parties                                                                                                                                    |  |             | 1,000    
|Due to Manufacturer                                                                                                                                       |  |             | 529,192  
|                                                                                                                                                          |  |             |          
|Total Current Liabilties                                                                                                                                  |  |             | 558,101  
|                                                                                                                                                          |  |             |          
|Borrowing from others                                                                                                                                     |  |             | 948,056  
|                                                                                                                                                          |  |             |          
|Total Liabilities                                                                                                                                         |  |             | 1,506,157
|                                                                                                                                                          |  |             |          
|Shareholders' Equity;                                                                                                                                     |  |             |          
|Prefered stock, $ .0001 par value, 20,000,000 shares authorized, none issued and outstanding                                                              |  |             | -        
|                                                                                                                                                          |  |             |          
|Common Stock, $0.0001 par value, 250,000,000 shares authorized 36,870,388 issued and outstanding as of June 30, 2011 and December 31, 2010 , respectively |  |             | 3,687    
|Paid-in capital                                                                                                                                           |  |             | 12,234   
|Deficit during Development Stage                                                                                                                          |  |             | (651,362 
|                                                                                                                                                          |  |             |          
|                                                                                                                                                          |  |             | (635,441 
|                                                                                                                                                          |  |             |          
|Total Liabilities and Shareholders' Equity                                                                                                                |  | $           | 870,716  



See Notes to Financial Statements



F2







Innovative Wireless Technologies, Inc.

(a Development stage
Company)

Statement of Operations

(Unaudited)



|                                                    |  |                |            |   |                |   |            | Cumulative since | 
|--------------------------------------------------- |  | -------------- | ---------- | - | -------------- | - | ---------- | ---------------- | 
|                                                    |  | For the        |            |   | For the        |   |            | July 24, 2008    | 
|                                                    |  | 3-Months ended |            |   | 6-months ended |   |            | (Inception)      | 
|                                                    |  | 6/30/2012      |            |   | 6/30/2011      |   |            | 6/30/2012        | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Revenue                                             |  | $              | 23,856     |   |                | $ | -          |                  | 
|Cost of Goods Sold                                  |  |                | (610       | ) |                |   |            |                  | 
|Gross Profit                                        |  |                | 23,246     |   |                |   | -          |                  | 
|Operating Expenses:                                 |  |                |            |   |                |   |            |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Legal, audit and other general & administrative     |  |                | 78,613     |   |                |   | 59,857     |                  | 
|Payroll expense                                     |  |                | 24,956     |   |                |   | -          |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|                                                    |  |                | 103,569    |   |                |   | 59,857     |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Total Expenses:                                     |  |                | 103,569    |   |                |   | 59,857     |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Other income (loss)                                 |  |                |            |   |                |   |            |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Interest expense                                    |  |                |            |   |                |   | 13,561     |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Total other income (loss)                           |  |                |            |   |                |   |            |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Income ( Loss) before income taxes                  |  |                | (80,323    | ) |                |   | (73,418    | )                | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Provision for income taxes                          |  |                | -          |   |                |   | -          |                  | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Net loss                                            |  | $              | (80,323    | ) |                | $ | (73,418    | )                | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Loss per share                                      |  |                | (0.002     | ) |                |   | (0.002     | )                | 
|                                                    |  |                |            |   |                |   |            |                  | 
|Weighted average common shares ( basic and diluted) |  |                | 33,552,155 |   |                |   | 31,340,000 |                  | 



See Notes to Financial Statements



F3







Innovative Wireless Technologies, Inc.

( a Development Stage Company)

Statements of Cash Flows

(Unaudited)



|                                                                            |  |                |          |   | Cumulative since |  
|--------------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | -
|                                                                            |  | For the        |          |   | July 24, 2008    |  
|                                                                            |  | 6-months ended |          |   | (Inception)      |  
|                                                                            |  | 06/30/12       |          |   | 06/30/11         |  
|                                                                            |  |                |          |   |                  |  
|Cash Flows From Operating Activities                                        |  |                |          |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Net loss                                                                    |  | $              | (133,346 | ) |                  | $
|                                                                            |  |                |          |   |                  |  
|Adjustments to reconcile net income (loss) to net cash (used in) operations |  |                |          |   |                  |  
|Depreciation                                                                |  |                |          |   |                  |  
|Common stock issued for service                                             |  |                | -        |   |                  |  
|Stock issued for purchase of assets                                         |  |                |          |   |                  |  
|Changes in Working Capital                                                  |  |                |          |   |                  |  
|Changes in operating assets and liailities                                  |  |                | (601,822 | ) |                  |  
|Inventory                                                                   |  |                |          |   |                  |  
|Increase (decrease) in accrued interest                                     |  |                |          |   |                  |  
|Increase (decrease) in accrued expense                                      |  |                | 3,107    |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Net Cash provided by (used in) operations                                   |  |                | (732,061 | ) |                  |  
|                                                                            |  |                |          |   |                  |  
|                                                                            |  |                | -        |   |                  |  
|Cash Flows From Investing Activities                                        |  |                |          |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Furniture & Fixture                                                         |  |                | (218     | ) |                  |  
|Leashold Improvement                                                        |  |                |          |   |                  |  
|Patents purchased in stocks                                                 |  |                |          |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Net cash provided by investing activities                                   |  |                | (218     | ) |                  |  
|                                                                            |  |                |          |   |                  |  
|Cash Flows From Financing Activities                                        |  |                |          |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Stock issued for service                                                    |  |                | -        |   |                  |  
|Due to manufacturer                                                         |  |                | 529,192  |   |                  |  
|Borrowing Drom Other                                                        |  |                | 198,160  |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Net cash provided by  financing activities                                  |  |                | 727,352  |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Net increase (decrease)                                                     |  |                | (4,927   | ) |                  |  
|                                                                            |  |                |          |   |                  |  
|Cash at the Beginning of the Period:                                        |  |                | 5,585    |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Cash at the End of the Period                                               |  | $              | 658      |   |                  | $
|                                                                            |  |                |          |   |                  |  
|Noncash transaction                                                         |  |                |          |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Common stock issued for purchase of assets                                  |  | $              |          |   |                  | $
|                                                                            |  |                |          |   |                  |  
|Supplemental Disclosures of Cash Flow Information                           |  |                |          |   |                  |  
|                                                                            |  |                |          |   |                  |  
|Interest paid                                                               |  | $              | 13,561   |   |                  | $
|Income taxes paid                                                           |  | $              | -        |   |                  | $



See Notes to Financial Statements



F4











INNOVATIVE WIRELESS TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

June 30, 2012



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 is a development stage company
as defined by ASC 915-10-05, “Development Stage Entity”.  The Company is still devoting substantially all of its
efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated, since
inception, have been considered as part of the Company’s development stage activities.



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



The Company uses the asset and liability
method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method,
income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred
tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements
or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation
allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence,
it is more likely than not that some portion or all of the deferred tax assets will not be realized.



F5







ASC 740-10 prescribes a recognition threshold
and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return.
Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more
likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying
position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon
ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest
and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that
are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as
components of income tax expense and income taxes payable.



BASIC EARNINGS (LOSS) PER SHARE



Basic earnings (loss) per share is computed
by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period.  Diluted
earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of both common
and preferred stock outstanding for the period.



STOCK-BASED COMPENSATION



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



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



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



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



IMPACT OF NEW
ACCOUNTING STANDARDS



Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material affect on the accompanying financial
statements.



F6







NOTE 3. LOANS



The Company has outstanding unsecured loans in the total amount
of $948,056 from two related parties as of June 30, 2012.



|Creditor                                                      |  | Date of  Original Loan |  |  | Maturity Date     |  |  | Maximum Principal |         |  | Interest  Rate |                |  | Balance as of June 30, 2012 |  
|------------------------------------------------------------- |  | ---------------------- |  |  | ----------------- |  |  | ----------------- | ------- |  | -------------- | -------------- |  | --------------------------- | -
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Meridian World Trading Co. Inc.  (related party)              |  | June 6, 2010           |  |  | June 19, 2013     |  |  | $                 | 100,000 |  |                | 10 % per annum |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Mr.Pavel Alpatov, controlling shareholder and related party   |  | October 8, 2010        |  |  | October 7, 2020   |  |  | $                 | 100,000 |  |                | 10 % per annum |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Mr.Pavel Alpatov, controlling shareholder and related party t |  | February 15, 2011      |  |  | February 15, 2021 |  |  | $                 | 400,000 |  |                | 10% per annum  |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Mr.Pavel Alpatov, controlling shareholder and related party   |  | July 15, 2011          |  |  | July 15, 2021     |  |  | $                 | 100,000 |  |                | 10%  per annum |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Mr.Pavel Alpatov, controlling shareholder and related party   |  | October 7th, 2011      |  |  | October 7th, 2021 |  |  | $                 | 100,000 |  |                | 10 % per annum |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Mr. Pavel Alpatov Controlling shareholder  And related party  |  | January 01, 2012       |  |  | January 01, 2022  |  |  | $                 | 85,000  |  |                | 10% per annum  |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Mr. Pavel Alpatov Controlling shareholder And related party   |  | May 05, 2012           |  |  | May 05, 2022      |  |  | $                 | 113,205 |  |                | 10% per annum  |  |                             | $
|                                                              |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  
|Total                                                         |  |                        |  |  |                   |  |  |                   |         |  |                |                |  |                             |  



NOTE 4. 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.



F7







NOTE 5. SHAREHOLDER'S EQUITY



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



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



The stockholders' equity section of the Company contains the
following classes of capital stock as of December 31, 2010 and 2009.



* Common stock, $ 0.0001 par value: 250,000,000 shares authorized;
36,870,388 shares issued and outstanding as of December 31, 2011 and 2010.



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



NOTE 6. INCOME TAX



|At June 30, 2012, deferred tax assets consist of: |  |   |          |  
|------------------------------------------------- |  | - | -------- | -
|Net operating loss carry forward – net of  tax    |  | $ | 227,977  |  
|Start-up costs capitalized for tax purposes       |  |   | -0-      |  
|Gross deferred tax assets                         |  |   | 227,977  |  
|Valuation allowance                               |  |   | (227,977 | )
|Net deferred tax assets                           |  | $ | -        |  



Realization of deferred tax assets is dependent
upon sufficient future taxable income during the period that deductible temporary differences and net operating loss carry forwards
are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company
recorded a full valuation allowance.



The difference between the statutory tax
rate of 35% and the effective tax rate of 0% is due to the valuation allowance for deferred income tax assets.



NOTE 7- Related Party Transactions



The Company neither owns nor leases any real or personal property.
An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated
a policy for the resolution of such conflicts.



F8







NOTE 8. COMMITMENT AND CONTINGENCY



There is no commitment or contingency to disclose during the
period ended June 30, 2012.



NOTE 9. SUBSEQUENT EVENTS



The Company has performed an evaluation of subsequent events
in accordance with ASC Topic 855 and the Company is not aware of any subsequent events which would require recognition or disclosure
in the financial statements.



F9









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).



2







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 May 5, 2012, 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 $113,205. Outstanding principal will bear interest at a date of 10% per annum. All outstanding
principal and accrued interest is due no later than May 5, 2022.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The proceeds were used for legal fees, patent and
trade mark expenses, show expenses for Registrant’s products, and research and development costs.



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



ITEM 6. EXHIBITS



(a) Exhibits



| | 10.1 | Loan Agreement dated May 5, 2012, between Pavel Alpatov,
as Lender, and Innovative Wireless Technologies, as Borrower
| | ---- | ---------------------------------------------------------------------------------------------------------------------



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



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



3







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                   | August 20, 2012
|Pavel Alpatov     | Principal Executive Officer
|                  | Principal Financial Officer



4