UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.




FORM 10-Q-A




(Amendment No. 2)




(Mark One)




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


EXCHANGE ACT OF 1934




For the quarterly period ended June 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 o
Accelerated Filer oNon-accelerated filer o
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
August 13, 2010Common Stock, par value $0.0001
36,870,388Documents incorporated by reference:
None









EXPLANATORY NOTE




This Amendment No. 2 on Form 10-Q/A (“Amendment”) amends and restates the Quarterly Report on Form 10-Q of Innovative Wireless Technologies, Inc. (the “Company”) for the quarterly period ended June 30, 2010  filed with the Securities and Exchange Commission (“Commission”) on August 16, 2010 (the “Original Report”).  The Company is filing this amendment in order to address comments received from the staff of the Commission relating to Amendment No. 1 to the Original Report.




In this Amendment we have revise the following:




Item 4.  Controls and Procedures. We have included additional disclosure




Exhibit 31 – Section 302 Certifications.  We filed an amended certificate to address the staff’s comments




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










PART I — FINANCIAL INFORMATION




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).




Because the Company has no officers or employees other than Pavel Alpatov, the Company has been unable to establish disclosure controls and procedures.  As a result the Company’s sole officer has concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.




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




On August 13, 2010, Registrant entered into an Asset Transfer Agreement with Sergei Mironichev (the “Agreemen”) pursuant to which Registrant agreed to acquire nine United States Provisional Patents.  The Provisional Patents cover high technology products primarily for military use but with potential civilian applications.




The purchase price to be paid for the Provisional Patents shall be an amount equal to ten percent (10%) of Registrant’s Net Operating Income as determined in accordance with GAAP standards (to the extent there is such Net Operating Income) to be paid within 30 days after the end of each quarter during the term of the Agreement.




ITEM 6. EXHIBITS




(a) Exhibits




10.1
Asset Transfer Agreement dated as of August 13, 2010, between Innovative Wireless Technologies, Inc. and Sergei Mironichev *




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




*   previously filed.









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

March 8, 2011Pavel Alpatov

Principal Executive OfficerPrincipal Financial Officer