UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
  FORM
10-Q/A
 
 (Mark
One)
 
 x
                    QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the quarterly period ended January
      31, 2009 ̈
                    TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from ______________ to
  _____________
 Commission file number  000-27397
 INOVA
TECHNOLOGY INC.
 
 (Exact
name of small business issuer in its charter)
 
 Nevada
                      
                      98-0204280(State
      or other jurisdiction of incorporationor
      organization)
                      
                      (I.R.S.
      Employer Identification
No.)
 
 233
Wilshire Blvd, Suite 400,
 Santa
Monica, CA, 90401
 
 (Address
of principal executive offices)
 
 89146
                  
                  (310)
      857-6666(Postal
      Code)
                  
                  (Issuer's
      telephone number)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13or 15(d)of the Exchange
Act during the past 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. x Yes  ̈ 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
definition of “large accelerated filler”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
accelerated filer  ̈
Accelerated Filer  ̈
Non-accelerated Filer  ̈ Smaller reporting
Company x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). o Yes x No
 
 State the
number of shares of outstanding of each of the issuer’s classes of common
equity, as of  March 13, 2009: 2,427,060
 
 
  Item 1.
Financial Statements
  Inova
Technology, Inc. and Subsidiaries
 Consolidated
Balance Sheets
 (Unaudited)
 January
      31, 2009
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            April
      30, 2008Restated
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            RestatedASSETSCurrent
      assetsCash
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            316,805
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            12,167Accounts
      receivable, net of allowance
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            3,197,010
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            3,003,170Inventory
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            726,421
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            101,679Prepaid
      and other current assets
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            142,798
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            433,300Total
      current assets
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            4,383,034
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            3,550,316Fixed
      assets
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,761,173
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            183,926Intangible
      assets, net of amortization
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,558,348
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            845,332Goodwill
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            9,066,249
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            5,904,782Total
      assets
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            16,768,804
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            10,484,356LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            2,019,477
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,746,889Accrued
      liabilities
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            372,437
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            270,061Current
      maturities of long-term debt, net of discount
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            3,530,531
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            403,792Current
      maturities of long-term debt (related party)
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            2,519,672
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,200,855Deferred
      income
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            503,576
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            2,648,678Total
      current liabilities
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            8,954,693
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            6,270,275Long
      term debt (related party) -net of current maturities
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            323,987
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            -Long
      term debt - net of current maturities & discount
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            2,703,119
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            2,812,133Total
      liabilities
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            11,972,799
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            9,082,408Stockholders'
      equityConvertible
      preferred stock, $0.001 par value; 25,000,000
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,500
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            4,951shares
      authorized; 1,500,000 and 4,951,000issued
      and outstanding, respectivelyCommon
      stock, $0.001 par value; 3,000,000 and 600,000,000
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            2,427
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,500shares
      authorized; 2,427,060 and 1,500,000 sharesoutstanding,
      respectivelyAdditional
      paid-in capital
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            7,292,608
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            3,463,158Accumulated
      deficit
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            (2,500,530
                                                                                                                                                            )
                                                                                                                                                            
                                                                                                                                                            (2,067,661
                                                                                                                                                            )Total
      stockholders' equity (deficit)
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            4,796,005
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            1,401,948Total
      liabilities and stockholders' equity (deficit)
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            16,768,804
                                                                                                                                                            
                                                                                                                                                            
                                                                                                                                                            10,484,356
   2
  Inova
Technology, Inc. and Subsidiaries
 Consolidated
Statements of Operations
 For
the three months ended January 31, 2009 and 2008
 (Unaudited)
 Restated2009
                                                                              
                                                                              2008Revenues
                                                                              
                                                                              
                                                                              
                                                                              5,338,688
                                                                              
                                                                              1,018,853Cost
      of revenues
                                                                              
                                                                              
                                                                              (3,249,600
                                                                              )
                                                                              (676,320
                                                                              )Operating
      expenses
                                                                              
                                                                              
                                                                              (1,940,366
                                                                              )
                                                                              (782,759
                                                                              )Operating
      income
                                                                              
                                                                              
                                                                              148,722
                                                                              
                                                                              (440,226
                                                                              )Other
      income (expense):Interest
      expense
                                                                              
                                                                              
                                                                              (576,198
                                                                              )
                                                                              (252,729
                                                                              )Net
      loss
                                                                              
                                                                              
                                                                              
                                                                              (427,476
                                                                              )
                                                                              (692,955
                                                                              )Basic
      and diluted loss per share:
                                                                              
                                                                              
                                                                              -0.18
                                                                              
                                                                              -0.46Weighted
      average common shares
                                                                              
                                                                              
                                                                              2,419,384
                                                                              
                                                                              1,500,000
   3
 Inova
Technology, Inc. and Subsidiaries
 Consolidated
Statements of Operations
 For
the nine months ended January 31, 2009and 2008
 (Unaudited)
 1/31/20081/31/2009
                                        
                                        
                                        RestatedRevenues
                                        
                                        
                                        
                                        18,012,044
                                        
                                        
                                        
                                        1,494,919Cost
      of revenues
                                        
                                        
                                        (12,246,387
                                        )
                                        
                                        
                                        (886,838
                                        )Operating
      expenses
                                        
                                        
                                        (4,843,046
                                        )
                                        
                                        
                                        (1,097,340
                                        )Operating
      income
                                        
                                        
                                        922,611
                                        
                                        
                                        
                                        (489,259
                                        )Other
      income (expense):Interest
      expense
                                        
                                        
                                        (1,355,480
                                        )
                                        
                                        
                                        (409,877
                                        )Net
      loss
                                        
                                        
                                        
                                        (432,869
                                        )
                                        
                                        
                                        (899,136
                                        )Net
      loss per share
                                        
                                        
                                        (0.18
                                        )
                                        
                                        
                                        (0.60
                                        )Weighted
      average common shares
                                        
                                        
                                        2,407,116
                                        
                                        
                                        
                                        1,500,000
    4
 Inova
Technology, Inc. and Subsidiaries
 Consolidated
Statements of Cash Flows
 For
the nine months ended January 31, 2009 and 2008
 (Unaudited)
 20082009
                                            
                                            
                                            RestatedCASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                            
                                            
                                            (432,869
                                            )
                                            
                                            
                                            (899,136
                                            )Adjustments
      to reconcile net loss to net cashprovided
      by operating activities:Fair
      value of shares issued for interest expense
                                            
                                            
                                            -
                                            
                                            
                                            
                                            80,151Depreciation
      and amortization expense
                                            
                                            
                                            203,902
                                            
                                            
                                            
                                            298,852Amortization
      expense - loan discount
                                            
                                            
                                            455,198
                                            
                                            
                                            
                                            -amortization
      of deferred financing costs
                                            
                                            
                                            96,224
                                            
                                            
                                            
                                            -Amortization
      expense - intangible
                                            
                                            
                                            446,189
                                            
                                            
                                            
                                            -Management
      fee
                                            
                                            
                                            30,000
                                            
                                            
                                            
                                            -Additional
      interest expense
                                            
                                            
                                            126,339
                                            
                                            
                                            
                                            -Changes
      in operating assets and liabilities:Accounts
      receivable
                                            
                                            
                                            (193,840
                                            )
                                            
                                            
                                            146,246Cost
      in excess of billing
                                            
                                            
                                            (368,087
                                            )
                                            
                                            
                                            -Inventory
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (27,952
                                            )Cost
      in excess of billing
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Prepaid
      expenses and other current assets
                                            
                                            
                                            15,522
                                            
                                            
                                            
                                            317,776Deferred
      income
                                            
                                            
                                            99,784
                                            
                                            
                                            
                                            -Accounts
      payable
                                            
                                            
                                            271,747
                                            
                                            
                                            
                                            874,139Accrued
      expenses
                                            
                                            
                                            213,473
                                            
                                            
                                            
                                            390,568CASH
      PROVIDED BY OPERATING ACTIVITIES
                                            
                                            
                                            963,582
                                            
                                            
                                            
                                            1,180,644CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for fixed assets
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (2,215
                                            )Investment
      in Desert
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (3,725,000
                                            )Cash
      paid for acquisition of Right Tag
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (325,000
                                            )Cash
      acquired in acquisiton of Trakkers/Tesselon
                                            
                                            
                                            66,614
                                            
                                            
                                            
                                            -Cash
      paid for acquisition of Trakkers/Tesselon
                                            
                                            
                                            (2,717,900
                                            )
                                            
                                            
                                            -CASH
      USED IN INVESTING ACTIVITIES
                                            
                                            
                                            (2,651,286
                                            )
                                            
                                            
                                            (4,052,215
                                            )CASH
      FLOWS FROM FINANCING ACTIVITIESBorrowings
      on debt - related parties
                                            
                                            
                                            125,670
                                            
                                            
                                            
                                            -Borrowings
      on debt
                                            
                                            
                                            4,573,297
                                            
                                            
                                            
                                            3,920,510Capital
      contributions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            15,520Principal
      payments on debt
                                            
                                            
                                            (2,163,665
                                            )
                                            
                                            
                                            (791,619
                                            )Principal
      payments on debt - related parties
                                            
                                            
                                            (542,960
                                            )
                                            
                                            
                                            -CASH
      PROVIDED BY FINANCING ACTIVITIES
                                            
                                            
                                            1,992,342
                                            
                                            
                                            
                                            3,144,411NET
      INCREASE IN CASH
                                            
                                            
                                            304,638
                                            
                                            
                                            
                                            272,840CASH
      AT BEGINNING OF YEAR
                                            
                                            
                                            12,167
                                            
                                            
                                            
                                            22,847CASH
      AT YEAR END
                                            
                                            
                                            316,805
                                            
                                            
                                            
                                            295,687
 
 5
 INOVA
TECHNOLOGY, INC.
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE
1 –BASIS OF PRESENTATION
 
 The
accompanying unaudited interim consolidated financial statements of Inova have
been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
and should be read in conjunction with the audited financial statements and
notes thereto contained in Inova’s latest Annual Report filed with the SEC on
Form 10-KSB. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.  Notes to the consolidated financial statements that would
substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year as reported in Form 10-KSB have been
omitted.
  Restatements:
 
 Inova’s
acquisition of Web’s Biggest:
 
 During
2008, Inova determined that the original accounting for the merger with Web’s
Biggest in 2005 was incorrect. Both companies were operating companies and the
intent of the combined entity was to continue on with both operations. Inova
should have accounted for the transaction as a reverse acquisition whereby Web’s
Biggest purchased Inova and fair value and purchase accounting would apply. The
purchase price was $2,464,908 (70,425,950 shares issued at their market value of
$0.035 per share on June 1, 2005) and the fair value of the net liabilities
assumed was $508,037, resulting in goodwill and intangible assets totaling
$2,972,945. Inova recorded goodwill of $2,612,304 and intangible asset of
$360,641 through additional paid in capital. Inova also recorded $230,410
amortization of intangible asset through reduction of retained earnings. An
impairment analysis at April 30, 2008 has been undertaken and a reduction to
goodwill of $324,310 has been booked.
  Table of
Contents
  Unrecorded
management fees:
 
 During
2008, Inova identified that there were management fees of $15,000 per month for
prior periods which were not recognized but which are now being realized as an
increase in expense and in paid in capital. This totaled $270,000, which
increases net loss for fiscal 2007.
   6
  Inova
Technology, Inc. and Subsidiaries
 Consolidated
Balance Sheets Impacts
 (Unaudited)
 The
following table sets forth the effects of the restatement adjustments on the
consolidated balance sheet as of January 31, 2009.
 January
      31, 2009As
      Previously
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                January
      31, 2009
                                                                
                                                                
                                                                April
      30, 2008Reported
                                                                
                                                                
                                                                Adjustments
                                                                
                                                                
                                                                Restated
                                                                
                                                                
                                                                RestatedASSETSCurrent
      assetsCash
                                                                
                                                                
                                                                
                                                                316,805
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                316,805
                                                                
                                                                
                                                                
                                                                12,167Accounts
      receivable, net of allowance
                                                                
                                                                
                                                                
                                                                3,197,010
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                3,197,010
                                                                
                                                                
                                                                
                                                                3,003,170Inventory
                                                                
                                                                
                                                                
                                                                726,421
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                726,421
                                                                
                                                                
                                                                
                                                                101,679Prepaid
      and other current assets
                                                                
                                                                
                                                                
                                                                142,798
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                142,798
                                                                
                                                                
                                                                
                                                                433,300Total
      current assets
                                                                
                                                                
                                                                
                                                                4,383,034
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                4,383,034
                                                                
                                                                
                                                                
                                                                3,550,316Fixed
      assets
                                                                
                                                                
                                                                
                                                                1,761,173
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,761,173
                                                                
                                                                
                                                                
                                                                183,926Intangible
      assets, net of amortization
                                                                
                                                                
                                                                
                                                                1,558,348
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,558,348
                                                                
                                                                
                                                                
                                                                845,332Goodwill
                                                                
                                                                
                                                                
                                                                9,066,249
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                9,066,249
                                                                
                                                                
                                                                
                                                                5,904,782Total
      assets
                                                                
                                                                
                                                                
                                                                16,768,804
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                16,768,804
                                                                
                                                                
                                                                
                                                                10,484,356LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                                                                
                                                                
                                                                
                                                                2,019,477
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,019,477
                                                                
                                                                
                                                                
                                                                1,746,889Accrued
      liabilities
                                                                
                                                                
                                                                
                                                                372,437
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                372,437
                                                                
                                                                
                                                                
                                                                270,061Current
      maturities of long-term debt, net of discount
                                                                
                                                                
                                                                
                                                                3,530,531
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                3,530,531
                                                                
                                                                
                                                                
                                                                403,792Current
      maturities of long-term debt (related party)
                                                                
                                                                
                                                                
                                                                2,519,672
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,519,672
                                                                
                                                                
                                                                
                                                                1,200,855Deferred
      income
                                                                
                                                                
                                                                
                                                                503,576
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                503,576
                                                                
                                                                
                                                                
                                                                2,648,678Total
      current liabilities
                                                                
                                                                
                                                                
                                                                8,945,693
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                8,945,693
                                                                
                                                                
                                                                
                                                                6,270,275Long
      term debt (related party) -net of current maturities
                                                                
                                                                
                                                                
                                                                323,987
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                323,987
                                                                
                                                                
                                                                
                                                                -Long
      term debt - net of current maturities & discount
                                                                
                                                                
                                                                
                                                                2,703,119
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,703,119
                                                                
                                                                
                                                                
                                                                2,812,133Total
      liabilities
                                                                
                                                                
                                                                
                                                                11,972,799
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                11,972,799
                                                                
                                                                
                                                                
                                                                9,082,408Stockholders'
      equityConvertible
      preferred stock, $0.001 par value; 25,000,000
                                                                
                                                                
                                                                
                                                                1,500
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,500
                                                                
                                                                
                                                                
                                                                4,951shares
      authorized; 1,500,000 and 4,951,000issued
      and outstanding, respectivelyCommon
      stock, $0.001 par value; 3,000,000 and 600,000,000
                                                                
                                                                
                                                                
                                                                2,427
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,427
                                                                
                                                                
                                                                
                                                                1,500shares
      authorized; 2,427,060 and 1,500,000 sharesoutstanding,
      respectivelyAdditional
      paid-in capital
                                                                
                                                                
                                                                
                                                                7,202,608
                                                                
                                                                
                                                                
                                                                90,000
                                                                
                                                                
                                                                
                                                                7,292,608
                                                                
                                                                
                                                                
                                                                3,463,158Accumulated
      deficit
                                                                
                                                                
                                                                
                                                                (2,410,530
                                                                )
                                                                
                                                                
                                                                (90,000
                                                                )
                                                                
                                                                
                                                                (2,500,530
                                                                )
                                                                
                                                                
                                                                (2,067,661
                                                                )Total
      stockholders' equity (deficit)
                                                                
                                                                
                                                                
                                                                4,796,005
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                4,796,005
                                                                
                                                                
                                                                
                                                                1,401,948Total
      liabilities and stockholders' equity (deficit)
                                                                
                                                                
                                                                
                                                                16,768,804
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                16,768,804
                                                                
                                                                
                                                                
                                                                10,484,356
  7
  NOTE
2 – PURCHASE OF TRAKKERS, TESSELON AND INNOFONE
 
 Inova
Technology acquired Trakkers LLC and a related entity Tesselon LLC on September
1, 2008. Inova acquired Trakkers for $6.2 million including $2 million paid in
the form of a seller note and $1.5 million of preferred stock (non-convertible
and nonvoting). In order to fund the acquisition of Trakkers, Inova raised money
in the form of debt financing from its existing shareholders (including two
private equity groups) and one major existing lender.
 
 Trakkers
manufactures unique multi featured RFID scanners. In September 2007, Trakkers
launched the “mi” scanner. This scanner reads RFID, 1 and 2d bar code as well as
mag stripes. The Mi is also GPRS enabled which
  allows
the scanner to transmit data to any location by using wireless mobile phone
networks. Management believes that this combination of features and
functionality makes the Mi the only device of its kind in the world. Trakkers
has filed a patent application and the Mi is currently patent
pending.
 
 Inova
intends to apply Trakkers RFID technology to several new verticals. Trakkers
currently utilizes its technology to provide a secure and advanced lead
retrieval solution for the trade show industry worldwide. Trakkers lead
retrieval solutions are compatible with 3 different badge formats - RFID, 1
& 2d barcode and RFID. There are many synergies between Trakkers and Inova.
The RFID component in the Mi scanner is provided by Inova subsidiary RightTag.
More about Trakkers can be found at www.trakkers.com.
 
 The
acquisition of Trakkers will enable Inova to accelerate its business plan and
provides Inova with additional proprietary RFID products, critical RFID
expertise and many new customers that have already adopted the use of RFID
technology. The purchase price allocation for Trakkers/Tesselon is based on a
valuation of the assets and liabilities acquired.  Intangibles in the
amount of $1,021,713 for Trakkers and $143,391 for Tesselon were assigned to
customer list, employment agreements and IP. These are amortized over a 3 year
period.  The estimated fair values of the assets acquired and the
liabilities assumed at September 1, 2008 are as follows:
  Cash
                        
                        $
                        66,614Inventory
                        
                        
                        58,000Prepaid
      expense
                        
                        
                        14,000Fixed
      assets
                        
                        
                        1,781,149Goodwill/Intangibles
                        
                        
                        4,326,571Accounts
      Payable and accrued liabilities
                        
                        
                        (345
                        )Total
                        
                        $
                        6,245,989
  8
  The
results of these acquisitions are included in the consolidated financial
statements from the date of acquisition. The following shows the unaudited pro
forma results of operations as though the purchases of Trakkers and Tesselon had
been completed on May 1, 2007:
 
 Proforma
                                  
                                  
                                  Proforma3
      months
                                  
                                  
                                  3
      monthsEnded
                                  
                                  
                                  Ended01/31/09
                                  
                                  
                                  01/31/08Revenue
                                  
                                  $
                                  5,338,689
                                  
                                  
                                  $
                                  3,771,657Net
      income (loss) from continuing operations
                                  
                                  
                                  (427,472
                                  )
                                  
                                  
                                  44,447Weighted
      average common shares
                                  
                                  
                                  2,427,060
                                  
                                  
                                  
                                  1,988,811Basic
      and diluted net income (loss) per share
                                  
                                  $
                                  (0.18
                                  )
                                  
                                  $
                                  0.02
   Proforma
                            
                            
                            Proforma9
      months
                            
                            
                            9
      monthsEnded
                            
                            
                            Ended01/31/09
                            
                            
                            01/31/08Revenue
                            
                            $
                            17,618,356
                            
                            
                            $
                            14,070,820Net
      income (loss) from continuing operations
                            
                            
                            (250,064
                            )
                            
                            
                            1,013,765Weighted
      average common shares
                            
                            
                            2,427,060
                            
                            
                            
                            1,988,811Basic
      and diluted net income (loss) per share
                            
                            $
                            (0.10
                            )
                            
                            $
                            0.51
 
 NOTE
3 – RELATED PARTY TRANSACTIONS
 
 Loans
payable from related parties consists of advances from existing shareholders.
These notes are secured, bear interest at 7% to 8%, and are repayable in two to
three years. Amount due to Southbase is $122,716 and $81,544 to Advisors, LLC.
During the nine months ended January 31, 2009, 34,311 shares of common stock
were issued to Advisors, LLC as full payment of $76,832 for the balance
including interest from a note payable.
 
 Seller
notes for $2,028,089 were established in connection with the Trakkers/Tesselon
purchase. They have interest rates of 7-10%, are secured and terms up to 36
months.
 
 During
the second quarter of 2009, 1,500,000 shares of preferred stock were issued in
conjunction with the purchase of Trakkers and Tesselon. This is Series B,
non-voting preferred, which has a dissolution value of $1 per
share.  At the option of the Registrant Inova may redeem the preferred
stock any time over the three years from issuance and if redeemed Inova can
choose from the following 3 redemption options: 1) $1,500,000 payment of cash 2)
Issuance of 375,000 common shares 3) Transfer of 10% of the ownership of
Trakkers/Tesselon companies.
  NOTE
4 –NOTES PAYABLE
 
 Note
Payable - Ascendiant:
 
 In July
2008, a note payable of $500,000 was issued for 1.5 years by Ascendiant. It is
secured by all assets of Desert.
 
 This loan
has the following financial requirements:
 
 1)
Maintain cash plus availability under IBM $2.5 million line of credit of
$250,000 or greater;
  2) EBITDA
of $1.7 million for 12 month period ending December 31, 2008 and $300,000 for
each 3-month period beginning December 31, 2007;
 
 9
  3) No
concentration above $2.5 million to any supplier through the IBM
facility;
 
 4) No
concentration above 20% to any single customer;
 
 5) No
single accounts payable more than the greater of $300,000 or 20% of the accounts
receivable balance under 60 days. The portion beyond 90 days past due must be
less than 10% of the total accounts receivable.
 
 As of
January 31, 2009, we were in compliance with these covenants.
 
 132,241 warrants
were issued to Ascendiant with this note. The warrants expire in July 2013. They
have an aggregated exercise price of $200. The fair value of these warrants was
calculated using the Black-Scholes Model using these assumptions (1) 3%
discount rate, (2) warrant life of 5 years, (3) expected volatility of 365%, and
(4) zero expected dividends. The warrants relative fair value created a discount
of $166,183.
  Inova
signed a put option agreement with Ascendiant whereby anytime between January 1,
2010 and July 1, 2013,Ascendiant can require
Inova torepurchase
from Ascendiant up to 122,446 shares of Common Stock for $250,000. The Put
is not in effect until Ascendiant exercises their warrants. As of January 31,
2009, the warrants had not been exercised.
 
 Inova
analyzed the notes and warrants for derivative accounting consideration under
SFAS 133 and EITF 00-19. Inova determined that derivative accounting is not
applicable. Inova then analyzed the conversion option under EITF 98-5 and EITF
0-27 and determined there was a beneficial conversion feature resulting in a
discount to the note of $280,942.
 
 Inova
entered into a registration agreement with Ascendiant requiring that a filing be
done for the number of Registrable Securities equal to the lesser of (i) the
total number of Registrable Securities and (ii) one-third of the number of
issued and outstanding shares of Common Stock that are held by non-affiliates.
Regristrable securities are (i) all Warrant Shares (ii) any additional shares of
Common Stock issuable in connection with any anti-dilution provisions in the
Warrants (iii) all Put Shares (iv) any securities issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event.
Inova shall pay to Bonne an amount in cash, as partial liquidated damages and
not as a penalty, equal to 2.00% of the aggregate purchase price paid by
Ascendiant pursuant to the Purchase Agreement for any unregistered Registrable
Securities then held by Ascendiant. The parties agree that Inova shall not be
liable for liquidated damages under this Agreement with respect to any Warrants
or Warrant Shares. Inova analyzed the registration right arrangement under the
guidance of FSP EITF 00-19-b and determined that the contingent obligation to
make future payments under the registration payment arrangement is not probable
and can not be reasonably estimated at inception because currently Ascendiant
has not yet exercised the outstanding warrants and the registration right
arrangement would not be effective until the warrants are exercised and become
Common Shares.
 
 Notes
Payable - Boone:
 
 In
September/October/November 2008, notes payable of $2,417,400 were issued for 1
to 2.5 years by Boone. They are secured by all assets including the shares Inova
holds of each of Inova’s subsidiaries.
 
 These
loans have the following financial requirements:
 
 1)
Maintain cash plus availability under IBM $2.5 million line of credit of
$250,000 or greater;
  2) EBITDA
of $1.7 million for 12 month period ending December 31, 2008 and $300,000 for
each 3-month period beginning December 31, 2007;
 
 3) No
concentration above $2.5 million to any supplier through the IBM
facility;
 
 4) No
concentration above 20% to any single customer;
 
 5) No
single accounts payable more than the greater of $300,000 or 20% of the accounts
receivable balance under 60 days. The portion beyond 90 days past due must be
less than 10% of the total accounts receivable.
 
 The
company met all of these covenants.
 
 10
  For
$1,680,000 of the loans 460,873 warrants were issued to Boone with this note.
The warrants expire in 2013. They have an aggregated exercise price of $200. The
fair value of these warrants was calculated using the Black-Scholes
Model using these assumptions (1) 4.49% discount rate, (2) warrant life of
5 years, (3) expected volatility of 364%, and (4) zero expected dividends. The
warrants relative fair value created a discount of $632,307.
 
 Inova
signed a put option agreement with Boone whereby anytime between 2010 and
2013,Boone can
require Inova torepurchase from Boone up
to 460,873 shares of Common Stock for $800,000. The Put is not in effect until
Boone exercises their warrants. As of January 31, 2009, the warrants had not
been exercised.
  Inova
analyzed the notes and warrants for derivative accounting consideration under
SFAS 133 and EITF 00-19. Inova determined that derivative accounting is not
applicable. Inova then analyzed the conversion option under EITF 98-5 and EITF
0-27 and determined there was a beneficial conversion feature resulting in a
discount to the note of $595,173.
 
 Inova
entered into a registration agreement with Boone requiring that a filing be done
for the number of Registrable Securities equal to the lesser of (i) the total
number of Registrable Securities and (ii) one-third of the number of issued and
outstanding shares of Common Stock that are held by non-affiliates. Regristrable
securities are (i) all Warrant Shares (ii) any additional shares of Common Stock
issuable in connection with any anti-dilution provisions in the Warrants (iii)
all Put Shares (iv) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event. Inova shall
pay to Bonne an amount in cash, as partial liquidated damages and not as a
penalty, equal to 2.00% of the aggregate purchase price paid by Boone pursuant
to the Purchase Agreement for any unregistered Registrable Securities then held
by Boone. The parties agree that Inova shall not be liable for liquidated
damages under this Agreement with respect to any Warrants or Warrant Shares.
Inova analyzed the registration right arrangement under the guidance of FSP EITF
00-19-b and determined that the contingent obligation to make future payments
under the registration payment arrangement is not probable and can not be
reasonably estimated at inception because currently Boone has not yet exercised
the outstanding warrants.
 
 All
discounts will be amortized over the life of the notes using the effective
interest method.
 
 Other new
debt:
  1)       
A
lease facility with IBM was established for $542,056. It has an interest rate of
9.88% and is payable over 48 months.
 2)       
A
lease facility with Everest was established for $375,000. It has an interest
rate of 24%, and is payable over 24 months.
 3) Seller
notes for $2,028,089 were established in connection with the Trakkers/Tesselon
purchase. They have interest rates of 7-10%, are secured by Trakkers’s assets
and have terms up to 36 months
 
 Other
significant debt transactions during the 9 months ended January 31,
2009:
 
 The
original Boone Note was $1,792,000 with the option to increase to $2,016,000.
Inova borrowed additional $234,000 from Boone during the quarter ended July 31,
2008. The terms of this additional borrowing are the same as the original Boone
borrowing.
 
 During
the nine months ended January 31, 2009, Inova made the following cash repayments
on its outstanding notes payable:
  Notes
      payable to Boone/Ascendiant/Agile
                        
                        $
                        1,408,488Notes
      payable to IBM
                        
                        
                        482,531Notes
      payable to Other
                        
                        
                        169,666Notes
      payable to Desert/Trakkers/Right Tag previous owners
                        
                        $
                        645,940Total
      cash paid
                        
                        $
                        2,706,625
  11
  During
the nine months ended January 31, 2009, Inova recognized $547,663 of
amortization expense on the loan discounts originated from its financing
arrangements with Boone, Ascendiant and Agile.
 
 Principal
portions of long term debt are due as follows:
 
 12
      months ending 1/31/11
                        
                        $
                        1,791,44812
      months ending 1/31/12
                        
                        
                        1,142,72712
      months ending 1/31/12 or later
                        
                        
                        92,9313,027,106
 
  NOTE
5 –COMMON STOCK
 
 During
the nine months ended January 31, 2009, 34,411 shares of common stock were
issued to Advisors, LLC as full payment of $76,832 for the balance including
interest from a note payable.
  During
fiscal 2007 and 2008, Inova issued more common shares to its related parties
than the number of shares previously authorized. These shares were authorized by
the board to be issued to the related parties of the Company for the conversion
of preferred stock and certain outstanding debts. In July 2008, number of
authorized shares was increased to 3,000,000,000 shares. 892,279 shares
previously agreed to be issued to the related parties were issued.
  These
shares were valued at $1,156,937. At the same time the outstanding preferred
stock was converted to common stock.
  NOTE
6 – PREFERRED STOCK
 
 During
the third quarter of 2009, 1,500,000 shares of preferred stock were issued in
conjunction with the purchase of Trakkers and Tesselon. This is Series B,
non-voting preferred, which has a dissolution value of $1 per
share.  The agreement was amended on December 18, 2008, effective for
the period ending January 31, 2009.  Inova may redeem the preferred
stock any time over the three years from issuance and if redeemed Inova can
choose from the following 3 redemption options: 1) $1,500,000 payment of cash 2)
Issuance of 375,000 common shares 3) Transfer of 10% of the Trakkers/Tesselon
companies The original preferred stock agreement required the company to redeem
and gave Inova the option of issuing 3,750 shares under option
2.  Inova determined the requirement to redeem and the share amount
under option 2 were errors.  The amendment did not modify options 1 or
3.
  NOTE
7 –SEGMENT INFORMATION
 
 Inova has
three reportable segments, one providing IT solutions and services, one
providing network solutions and one which manufactures standards compliant and
durable RFID (Radio Frequency Identification) equipment.  Operating
segments are defined as components of an enterprise about which separate
financial information is available that is evaluated regularly in deciding how
to allocate resources and in assessing performance.
 
 3 month
Segment info:
 
 Edgetech
                          
                          
                          Scanners/RFID
                          
                          
                          DCI
                          
                          
                          TotalSales
                          
                          $
                          94,009
                          
                          
                          
                          716,302
                          
                          
                          
                          4,528,377
                          
                          
                          
                          5,338,688Net
      loss
                          
                          
                          (291,243)
                          
                          
                          
                          (86,441)
                          
                          
                          
                          (49,792)
                          
                          
                          
                          (427,476)Assets
      (gross)
                          
                          
                          6,284,867
                          
                          
                          
                          6,883,719
                          
                          
                          
                          3,600,218
                          
                          
                          
                          16,768,804
  9 month
Segment info:
 Edgetech
                          
                          
                          Scanners/RFID
                          
                          
                          DCI
                          
                          
                          TotalSales
                          
                          $
                          283,580
                          
                          
                          
                          1,343,374
                          
                          
                          
                          16,385,490
                          
                          
                          $
                          18,012,444Net
      income (loss)
                          
                          
                          (888,332
                          )
                          
                          
                          (36,704
                          )
                          
                          
                          492,166
                          
                          
                          
                          (432,870
                          )Assets
      (gross)
                          
                          
                          6,284,867
                          
                          
                          
                          6,883,719
                          
                          
                          
                          3,600,218
                          
                          
                          
                          16,768,804
  12
  NOTE
8- LEGAL
 
 In
February 2006, Charles Roy and LeChuck World Company sued Inova for allegedly
breaching a consulting agreement entered into with LeChuck World Company. The
Company found that shortly before the resignation of the Company’s former CEO,
Xavier Roy, Mr. Roy signed the agreement on behalf of the Company and obligated
Inova to pay LeChuck World Company, a company controlled by Charles Roy, Xavier
Roy’s son, the sum of $10,000 per month. The Company claimed that the agreement
was void due to Xavier Roy’s lack of authority to sign it.
 
 In April
2007, the case was trialed in Los Angeles Superior Court and a judgment of
$127,000 was rendered against the Company. The court later awarded LeChuck World
Company attorney’s fees of $90,000 plus interest at the rate of 10% accruing
from the date of judgment.
  The
Company later sued Xavier Roy and Charles Roy in Los Angeles Superior Court for
conspiring to breach their fiduciary duties and commit fraud against Inova. On
June 15, 2008, the court dismissed Inova’s case.
 
 On
December 8, 2008, the Company entered into an agreement to settle the judgment
rendered against the Company in the Roy litigation. The Company agreed to settle
with the Roys by paying a total of $237,000. The agreement requires the Company
to make monthly payments of $10,000 toward this amount. If the Company pays the
Roys $170,000 during the first twelve months after the date of the first
payment, then the amount owed to the Roys will be reduced by an additional
$20,000, for a total of $217,000.
  NOTE
9 – SUBSEQUENT EVENTS
 
 In
February 2009, Inova borrowed an additional note in the amount of $728,000 from
Boone. The Company issued 180,662 warrants with this note and these warrants
have a total exercise price of $100. These warrants have a put option of
$487,500. The interest on this note is the higher of prime + 4% or 11.25%, with
15 principal payments of approximately $45,000 each month, starting in March
2009.
 
 The loan
has the following financial requirements:
 
 1)
Maintain availability under IBM $2.5 million line of credit of $250,000 or
greater;
 
 2) 400%
of EBITDA of $1.8 million on a quarterly basis
 
 3) No
concentration above $2.5 million to any supplier through the IBM
facility;
 
 4) No
concentration above 20% to any single customer;
 
 5) No
single accounts payable of more than 60 days past due to be 20% of the accounts
receivable balance under 60 days. The portion beyond 90 days past due must be
less than 10% of the total accounts receivable.
 
 These
covenants will start being measured in May 2009.
  Item
2. Management Discussion and Analysis of Financial Condition and Result of
Operations.
  The
information contained in this Management’s Discussion and Analysis of Financial
Condition and Results of Operation contains “forward looking
statements.”Actual results may
materially differ from those projected in the forward looking statements as a
result of certain risks and uncertainties set forth in this report. Although our
management believes that the assumptions made and expectations reflected in the
forward looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual future
results will not be materially different from the expectations expressed in this
Annual Report. The following discussion should be read in conjunction with the
unaudited Consolidated Financial Statements and related Notes included in Item
1.
  13
 RESULTS
OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JANUARY 31,
2009
  Net
revenues increased from $1,018,853 in the three-month period ending January 31,
2008 to $5,338,688 for the three-month period ending January 31, 2009. The
increase in revenue mainly came from the income generated by the newly-acquired
Desert Communications and Trakkers.
 
 Cost of
sales increased from $676,320 in the three-month period ending January 31, 2008
to $3,249,600 for the three-month period ending January 31, 2009. The increase
came from the revenue generated by the newly-acquired Desert Communications and
Trakkers.
 
 Operating
expenses increased from $782,759 for the three months ending January 31, 2008 to
$1,940,366 for the same period in 2009. This was mainly due to the expenses
incurred by the newly-acquired Desert Communications and Trakkers.
 
 Net loss
from continuing operations decreased from ($692,955) for the three months ending
January 31, 2008 to ($427,476) for the same period in 2009. This is due to the
profit generated from the newly-acquired Desert Communications and
Trakkers.
 
 RESULTS
OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JANUARY 31, 2009
 
 Net
revenues increased from $1,494,919 in the three-month period ending January 31,
2008 to $18,012,044 for the three-month period ending January 31, 2009. The
increase in revenue mainly came from the income generated by the newly-acquired
Desert Communications and Trakkers.
 
 Cost of
sales increased from $886,838 in the nine-month period ending January 31, 2008
to $12,246,387 for the nine-month period ending January 31, 2009. The increase
came from the revenue generated by the newly-acquired Desert Communications and
Trakkers.
  Operating
expenses increased from $1,097,340 for the three months ending January 31, 2008
to $4,843,046 for the same period in 2009. This was mainly due to the expenses
incurred by the newly-acquired Desert Communications and Trakkers.
 
 Net loss
from continuing operations decreased from ($899,136) for the three months ending
January 31, 2008 to $(432,870) for the same period in 2009. This is due to the
profit generated from the newly-acquired Desert Communications and
Trakkers.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 Cash
provided by operations for the nine month period ended January 31, 2009 was
$963,582, as compared to cash provided by operations of $1,180,644 for the nine
months ended January 31, 2008. This change is primarily due to the income
generated from Desert and Trakkers’ operations. Cash used in investing
activities for the nine month period ended January 31, 2009 was $2,651,286, as
compared to $4,052,215 for the nine months ended January 31, 2008. This change
was because of the money spent by the Company for  the businese
acquisitions. Cash provided by financing activities for the nine month period
ended January 31, 2009 was $1,992,342, as compared to $3,144,411 used for the
nine months ended January 31, 2008. This change was due to several significant
loans obtained by the Company during the current year.
 
 Our
operating activities for the nine months ended January 31, 2009, have generated
adequate cash to meet our operating needs. As of January 31, 2009, we had cash
and cash equivalents totaling $316,805, and accounts receivable of
$3,197,010.
 
 14
  EBITDA
for the 3 month period is $540,842 and $1,749,037 for 9 months. EBITDA is
Earnings before interest, tax, depreciation and amortization:
 
 3 months ending 1/31/09
                                                        
                                                        
                                                        9 months ending 1/31/09Net
      income
                                                        
                                                        
                                                        (427,476
                                                        )
                                                        
                                                        
                                                        (432,869
                                                        )Interest
                                                        
                                                        
                                                        576,198
                                                        
                                                        
                                                        
                                                        1,355,480Tax
                                                        
                                                        
                                                        30,000
                                                        
                                                        
                                                        
                                                        45,000Amortization/Depreciation
                                                        
                                                        
                                                        494,046
                                                        
                                                        
                                                        
                                                        796,034EBITDA672,678
                                                        
                                                        
                                                        
                                                        1,763,645
  Management
believes that existing cash, cash equivalents, together with any cash generated
from operations will be sufficient to meet normal operating requirements
including capital expenditures for the next twelve months.
  Item
4. Controls and Procedures
 
 (a) 
Evaluation of disclosure controls and procedures.
 
 Management
has evaluated, with the participation of our Chief Executive Officer and Chief
Financial Officer, the effectiveness of our disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the
period covered by this report and concluded that our disclosure controls and
procedures were not effective to ensure that all material information required
to be disclosed in this Quarterly Report on Form 10-Q has been made known
to them in a timely fashion.  We are in the process of improving our
internal control over financial reporting in an effort to remediate these
deficiencies through improved supervision and training of our
accounting staff. These deficiencies have been disclosed to our Board of
Directors. We believe that this effort is sufficient to fully remedy these
deficiencies and we are continuing our efforts to improve and strengthen our
control processes and procedures. Our Chief Executive Office, Chief Financial
Officer and directors will continue to work with our auditors and other outside
advisors to ensure that our controls and procedures are adequate and
effective.
 
 (b) 
Changes in internal controls
 
 There
have been no significant changes in our internal controls over financial
reporting that occurred during the fiscal quarter covered by this report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
  15
  PART
II
 
 Item
1. Legal Proceedings.
 
 In
February 2006, Charles Roy and LeChuck World Company sued Inova for allegedly
breaching a consulting agreement entered into with LeChuck World Company. The
Company found that shortly before the resignation of the Company’s former CEO,
Xavier Roy, Mr. Roy signed the agreement on behalf of the Company and obligated
Inova to pay LeChuck World Company, a company controlled by Charles Roy, Xavier
Roy’s son, the sum of $10,000 per month. The Company claimed that the agreement
was void due to Xavier Roy’s lack of authority to sign it.
 
 In April
2007, the case was trialed in Los Angeles Superior Court and a judgment of
$127,000 was rendered against the Company. The court later awarded LeChuck World
Company attorney’s fees of $90,000 plus interest at the rate of 10% accruing
from the date of judgment.
 
 The
Company later sued Xavier Roy and Charles Roy in Los Angeles Superior Court for
conspiring to breach their fiduciary duties and commit fraud against Inova. On
June 15, 2008, the court dismissed Inova’s case.
 
 On
December 8, 2008, the Company entered into an agreement to settle the judgment
rendered against the Company in the Roy litigation. The Company agreed to settle
with the Roys by paying a total of $237,000. The agreement requires the Company
to make monthly payments of $10,000 toward this amount. If the Company pays the
Roys $170,000 during the first twelve months after the date of the first
payment, then the amount owed to the Roys will be reduced by an additional
$20,000, for a total of $217,000.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None
 
 Item
3. Defaults Upon Senior Securities
 
 Not
Applicable.
  Item
4. Other Information
 
 None
  Item
5. Exhibits
  (A)
Exhibits
 
 ExhibitNumber
              Description31.1
              Certification
       of  the  Chief  Executive Officer required by Rule
       13a  -  14(a)  or  Rule  15d  -
       14(a).31.2
              Certification
       of  the  Chief  Financial Officer required by Rule
       13a  -  14(a)  or  Rule  15d  -
       14(a).32.1
              Certification
       of  the  Chief  Executive Officer required by Rule
       13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C.
      1350.32.2
              Certification
       of  the  Chief  Financial Officer required by Rule
       13a  -  14(b)  or Rule 15d - 14(b) and 18 U.S.C.
      1350.
 
 
 16
 
 SIGNATURES
 
 In
accordance with the  requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   EDGETECH
      SERVICES INC.Date:
      June 15,
      2009
                  By:
                  /s/ Adam
      RadlyAdam
      RadlyChairman
      and CEO
  Date: June 15,
      2009
                    By:
                    /s/
      Bob
      BatesBob
      BatesCFO
 
 
 
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