UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~ September 30, 2012

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

For the transition period from to

Commission file number 0-53421

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

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

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

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

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

Yes x No ¨

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

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

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

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

PART I — FINANCIAL INFORMATION

INNOVATIVE WIRELESS TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

~~June~~September 30, 2012

INDEX TO FINANCIAL STATEMENTS

	PAGE
BALANCE SHEETS	F2F-1
STATEMENTS OF OPERATIONS	F3F-2
STATEMENTS OF CASH FLOWS	F4F-3
NOTES TO FINANCIAL STATEMENTS	F5F-4

PART I — FINANCIAL INFORMATION

Innovative Wireless Technologies, Inc.

(a Development stage Company)

Balance Sheets

	As of
	June 30,			Dec 31,
	September 30,			Dec 31,
	2012			2011
	(Unaudited)			(Audited)
Assets:
Current Assets:
Cash	$	~~658~~4,634		$	5,585
Inventory		~~843~~858,~~362~~933			241,541
Prepaid rent		18,306			18,306
Total current Assets		~~862~~881,~~326~~873			265,432
Patents		553			553
Leasehold Improvements		7,837			7,621
Total Assets	$	~~870~~890,~~716~~263		$	273,606
Liabilities and Shareholders' Equity:
Current Liabilities:
Accrued interest	$	21,001		$	21,001
Accrued liabilities		68,~~908~~825			2,058
Due to related parties		1,000			2,745
Due to Manufacturer		529,192			-
Total Current Liabilties		~~558~~560,~~101~~018			25,804
Borrowing from others		~~948~~1,~~056~~060,026			749,896
Total Liabilities		1,~~506~~620,~~157~~044			775,700
Shareholders' Equity;
Prefered stock, $ .0001 par value, 20,000,000 shares authorized, none issued and outstanding		-			-
Common Stock, $0.0001 par value, 250,000,000 shares authorized 36,870,388 issued and outstanding as of June 30, 2011 and December 31, 2010 , respectively		3,687			3,687
Common Stock, $0.0001 par value, 250,000,000 shares authorized 36,870,388 issued and outstanding as of September 30, 2012 and December 31, 2011 , respectively		3,687			3,687
Paid-in capital		12,234			12,234
Deficit during Development Stage		(~~651~~745,~~362~~702	)		(518,015	)
		(635,441	)		(502,094	)
		(729,781	)		(502,094	)
Total Liabilities and Shareholders' Equity	$	~~870~~890,~~716~~263		$	273,606

See Notes to Financial Statements

F2F-1

Innovative Wireless Technologies, Inc.

(a Development stage Company)

Statement of Operations

(Unaudited)

													Cumulative since
	For the						For the						July 24, 2008
	3-Months ended						69-months ended						(Inception)
	6/30/2012			6/30/2011			6/30/2012			6/30/2011			6/30/2012
	9/30/2012			9/30/2011			9/30/2012			9/30/2011			9/30/2012
Revenue	$	2337,~~856~~656		$	-		$	4987,~~647~~304		$	-		$	4987,~~648~~304
Cost of Goods Sold		(~~610~~4,258	)					(711,~~696~~955	)					(711,~~695~~955	)
Gross Profit		2333,~~246~~398			-			4175,~~951~~349			-			4175,~~953~~349
Operating Expenses:
Legal, audit and other general & administrative		78105,~~613~~777			59118,~~857~~844			~~127~~233,~~876~~654			~~117~~236,~~190~~034			~~609~~715,~~815~~590
Payroll expense		2421,~~956~~961			-			4769,~~421~~381						6284,~~544~~505
		103,569			59,857			175,297			117,190			672,359
Depreciation					520						520
Total Expenses:		103,569			59,857			175,297			117,190			672,359
		127,738			119,364			303,035			236,554			800,095
Total Expenses:		127,738			119,364			303,035			236,554			800,095
Other income (loss)
Interest expense					132,~~561~~465						616,~~766~~026			20,956
Total other income (loss)														(20,956	)
Income ( Loss) before income taxes		(8094,~~323~~340	)		(73121,~~418~~829	)		(~~133~~227,~~346~~686	)		(~~123~~252,~~956~~580	)		(~~651~~745,~~362~~702	)
Provision for income taxes		-			-									-
Net loss	$	(8094,~~323~~340	)	$	(73121,~~418~~829	)	$	(~~133~~227,~~346~~686	)		(~~123~~252,~~956~~580	)		(~~651~~745,~~362~~702	)
Loss per share		(0.~~002~~003	)		(0.~~002~~004	)		(0.~~004~~007	)		(0.001	)
Weighted average common shares ( basic and diluted)		33,552,155			31,340,000			31,340,000			31,340,000

~~See Notes to Financial Statements~~F-2

Innovative Wireless Technologies, Inc.

( a Development Stage Company)

Statements of Cash Flows

(Unaudited)

							Cumulative since
	For the						July 24, 2008
	6-months ended						(Inception)
	9-months ended						(Inception)
	06/30/12			06/30/11			to June 30, 2012
	09/30/12			09/30/11			to June 30, 2012
Cash Flows From Operating Activities
Net loss	$	(~~133~~227,~~346~~686	)	$	(~~130~~252,~~751~~580	)	$	(~~651~~745,~~362~~702	)
Adjustments to reconcile net income (loss) to net cash (used in) operations
Depreciation					520			520
Common stock issued for service		-			-			3,134
Stock issued for purchase of assets					-			12,787
Changes in Working Capital					~~(93,609~~	)
Changes in operating assets and liailities		(~~601~~617,~~822~~392	)		-(209,254	)		(~~843~~858,~~360~~933	)
Inventory
Increase (decrease) in accrued interest								~~(1,848~~	)
Increase (decrease) in accrued expense		35,~~107~~023			(118,~~189~~724	)		1,~~565~~636
Net Cash provided by (used in) operations		(~~732~~840,~~061~~055	)		(~~225~~480,~~549~~038	)		(1,~~478~~586,~~564~~558	)
		-			-			-
Cash Flows From Investing Activities
Furniture & Fixture		(218	)		(18,306	)		(218	)
Prepaid rent					(18,306	)
Leashold Improvement					(7,340	)
Furniture & Fixture		(218	)		-			(218	)
Leashold Improvement					(7,868	)
Patents purchased in stocks								(553	)
Net cash provided by investing activities		(218	)		(2526,~~646~~174	)		(771	)
Cash Flows From Financing Activities
Stock issued for service		-			-
Due to manufacturer		529,192						531,937
Borrowing Drom Other		198,160			400,986			948,056
Due to related party					1,000
Net cash provided by financing activities		727,352			400,986			1,479,993
Borrowing Drom Other		310,130			499,970			1,060,026
Net increase (decrease)		(4,927	)		149,791			658
Net cash provided by financing activities		839,322			500,970			1,591,963
Net increase (decrease)		(951	)		(5,242	)		4,634
Cash at the Beginning of the Period:		5,585			32,554			-
Cash at the End of the Period	$	~~658~~4,634		$	~~182~~27,~~345~~312		$	~~658~~4,634
Noncash transaction
Common stock issued for purchase of assets	$	$		$	-		$	15,921
Supplemental Disclosures of Cash Flow Information
Interest paid	$	13,561		$	13,561		$	20,956
Interest accrued	$	13,561		$	13,561		$	20,956
Income taxes paid	$	-		$	-		$	-

See Notes to Financial Statements

F4F-3

INNOVATIVE WIRELESS TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2012

NOTE 1. ~~ORGANIZATION~~- ~~AND~~UNAUDITED ~~DESCRIPTION OF BUSINESS~~INFORMATION

The balance sheet of Innovative Wireless Technologies Inc. (the “Company”) as of September 30, 2012, and the statements of operations , and cash flows for the 3 and 9-months ended September 30, 2012 have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of September 30, 2012, and the results of operations for the 3 and 9 -months ended September 30, 2012.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s audited financial statements as of December 31, 2011 and calendar year then ended.

NOTE 2. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

NOTE 23. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

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

ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

F-4

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

INCOME TAXES

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

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

BASIC EARNINGS (LOSS) PER SHARE

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

STOCK-BASED COMPENSATION

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

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

F-5

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

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

IMPACT OF NEW ACCOUNTING STANDARDS

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

F6NOTE 4. LOANS

~~NOTE~~The 3.Company ~~LOANS~~has outstanding unsecured loans in the total amount of $749,985from two related parties as of December 31, 2011

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

Creditor	Date of Original Loan	Maturity Date	Maximum Principal		Interest Rate	Balance as of June 30, 2012
Meridian World Trading Co. Inc. (related party)	June 6, 2010	June 19, 2013	$	100,000	10 % per annum	$	50,000

Mr.PavelAlpatov, controlling shareholder and related party	October 8, 2010	October 7, 2020	$	100,000	10 % per annum	$	99,970

Mr.PavelAlpatov, controlling shareholder and related party t	February 15, 2011	February 15, 2021	$	400,000	10% per annum	$	399,985

Mr.PavelAlpatov, controlling shareholder and related party	July 15, 2011	July 15, 2021	$	100,000	10% per annum	$	99,985

Mr.PavelAlpatov, controlling shareholder and related party	October 7^th, 2011	October 7^th, 2021	$	100,000	10 % per annum	$	99,955

Mr. PavelAlpatov	January 01,	January 01,	$	85,000	10% per annum	$	84,955
Controlling shareholder	2012	2022
And related party

Mr. PavelAlpatov	April 01,	April 01,	$	114,000	10% per annum	$	113,205
Controlling shareholder	2012	2022
And related party

Mr. PavelAlpatov	July 05,	July 05,	$	111,970	10% per annum	$	111,970
Controlling shareholder	2012	2022
And related party

Total						$	1,060,025

Creditor	Date of Original Loan	Maturity Date	Maximum Principal		Interest Rate	Balance as of June 30, 2012
Meridian World Trading Co. Inc. (related party)	June 6, 2010	June 19, 2013	$	100,000	10 % per annum	$	50,000
Mr.Pavel Alpatov, controlling shareholder and related party	October 8, 2010	October 7, 2020	$	100,000	10 % per annum	$	99,970
Mr.Pavel Alpatov, controlling shareholder and related party t	February 15, 2011	February 15, 2021	$	400,000	10% per annum	$	399,985
Mr.Pavel Alpatov, controlling shareholder and related party	July 15, 2011	July 15, 2021	$	100,000	10% per annum	$	99,985
Mr.Pavel Alpatov, controlling shareholder and related party	October 7th, 2011	October 7th, 2021	$	100,000	10 % per annum	$	99,955
Mr. Pavel Alpatov Controlling shareholder And related party	January 01, 2012	January 01, 2022	$	85,000	10% per annum	$	84,955
Mr. Pavel Alpatov Controlling shareholder And related party	May 05, 2012	May 05, 2022	$	113,205	10% per annum	$	113,205
Total						$	948,056

F-6

NOTE 4. GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 5. SHAREHOLDER'S EQUITY

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

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

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

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

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

NOTE 6. INCOME TAX

At June 30, 2012, deferred tax assets consist of:
At September 30, 2012, deferred tax assets consist of:
Net operating loss carry forward – net of tax	$	~~227~~260,~~977~~996
Start-up costs capitalized for tax purposes		-0-
Gross deferred tax assets		~~227~~260,~~977~~996
Valuation allowance		(~~227~~260,~~977~~996	)
Net deferred tax assets	$	-

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and net operating loss carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a full valuation allowance. The Company’s valuation allowance increased by $ 79,690 during the non-months in 2012.

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

F-7

NOTE 7- Related Party Transactions

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

NOTE 8. COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the period ended ~~June~~September 3031, 2012.

NOTE 9. SUBSEQUENT EVENTS

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

F9F-8

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

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

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

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

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

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

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

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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Information not required to be filed by Smaller reporting companies.

ITEM 4. Controls and Procedures.

Disclosures and Procedures

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

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

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

Changes in Internal Controls

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

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Loan from Pavel Alpatov. On ~~May~~July 5, 2012, Registrant entered into a Loan Agreement with Pavel Alpatov, President and Principal Executive Officer of Registrant, as Lender, and Registrant, as Borrower. Under the Loan Agreement, Mr. Alpatov agreed to lend the Company a maximum of $~~113~~111,~~205~~970. Outstanding principal will bear interest at a date of 10% per annum. All outstanding principal and accrued interest is due no later than ~~May~~July 5, 2022.

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

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

ITEM 6. EXHIBITS

(a) Exhibits

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

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

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

SIGNATURES

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

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

NAME	~~OFFICE~~	~~DATE~~OFFICE	DATE
/s/ Pavel Alpatov	~~President~~	~~August 20, 2012~~President	November 16, 2012
Pavel Alpatov	~~Principal Executive Officer~~	Principal Executive Officer
	~~Principal Financial Officer~~	Principal Financial Officer

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