UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~January~~July 31, 2013

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

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 incorporation or	(I.R.S. Employer Identification No.)
organization)

2300 W. Sahara Ave. Suite 800 Las Vegas, NV 89102

(Address of principal executive offices)

89146	(800) 757-9808
(Postal Code)	(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 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 o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o 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 o

Accelerated Filer o

Non-accelerated Filer o

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~~September 1916, 2013: ~~105~~12,~~817~~932,~~779~~190

Inova Technology Inc.

Form 10-Q

Table of Contents

	PART I	Page
Item 1.	Financial Statements	3
Item 2.	Management Discussion and Analysis of Financial Condition and Result of Operations	1211
Item 4.	Controls and Procedures	1312
	PART II
Item 1.	Legal Proceedings	1413
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1413
Item 3.	Defaults Upon Senior Securities	1413
Item 4.	Other Information	1413
Item 5.	Exhibits	1413
Signatures		1514

Item 1. Financial ~~Statements~~

INOVA TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	January 31, 2013			April 30, 2012
ASSETS
Current assets
Cash		249,452		$	752,011
Accounts receivable, net of allowance of $81,283 and $81,283		38,225			107,471
Contract receivables, net of allowance of $21,746 and $21,746		597,069			1,126,221
Credit facility receivable		700,184			1,477,930
Inventory		65,026			98,921
Costs in excess of billing and estimated earnings		30,372			201,602
Prepaid and other current assets		11,499			52,484
Total current assets		1,691,827			3,816,640
Fixed assets, net		88,460			113,308
Revenue earning equipment, net		258,018			586,896
Goodwill, net		4,157,596			4,157,596
Intangibles		73,892			-
Total assets	$	6,269,793		$	8,674,440
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable		497,460		$	1,739,006
Accrued liabilities		7,140,646			4,479,224
Deferred income		376,423			395,781
Derivative liabilities		785,021			1,461,265
Notes payable - related parties		1,689,688			1,689,688
Notes payable		10,107,755			9,904,192
Total current liabilities		20,596,993			19,669,156
Notes payable - related parties, net of current maturities		142,532			142,532
Total liabilities		20,739,525			19,811,688
Stockholders' deficit
Convertible preferred stock, $0.001 par value; 25,000,000 shares
authorized; 1,500,000 shares issued and outstanding (the cost of the
shares are included in non-controlling interest)					-
Common stock, $0.001 par value; 500,000,000 shares
authorized; 105,657,887 and 76,364,065 shares issued and outstanding		105,658			76,364
Additional paid-in capital		5,484,229			5,249,518
Accumulated deficit		(21,367,125	)		(17,770,636	)
Total Inova Technology, Inc stockholders' deficit		(15,777,238	)		(12,444,754	)
Non-controlling interest		1,307,506			1,307,506
Total stockholders' deficit		(14,469,732	)		(11,137,248	)
Total liabilities and stockholders' deficit	$	6,269,793		$	8,674,440
See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	July 31, 2013			April 30, 2013

ASSETS

Current assets
Cash		172,796			378,785
Accounts receivable, net of allowance of $81,283 and $81,283		68,019			100,233
Contract receivables, net of allowance of $21,746 and $21,746		671,926			703,838
Credit facility receivable		1,117,009			485,673
Inventory		102,430			114,652
Costs in excess of billing and estimated earnings		134,832			13,123
Prepaid and other current assets		99,008			84,223

Total current assets		2,366,020			1,880,527

Fixed assets, net		74,617			81,458
Revenue earning equipment, net		31,578			89,048
Goodwill, net		4,014,801			4,014,801

Total assets	$	6,487,016		$	6,065,834

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable		903,985		$	646,185
Accrued liabilities		9,809,081			9,106,174
Deferred income		397,250			564,773
Derivative liabilities		1,027,349			1,123,715
Notes payable - related parties		1,492,188			1,639,688
Notes payable		10,274,594			10,002,876
Total current liabilities		23,904,447			23,083,411

Notes payable - related parties, net of current maturities		85,532			85,532

Total liabilities		23,989,979			23,168,943

Stockholders' deficit
Convertible preferred stock, $0.001 par value; 25,000,000 shares
authorized; 1,500,000 shares issued and outstanding (the cost of the
shares are included in non-controlling interest)		-			-
Common stock, $0.001 par value; 20,000,000 shares
authorized; 4,785,008 and 1,820,241 shares issued and outstanding		4,785			1,820
Additional paid-in capital		6,696,090			5,984,439
Accumulated deficit		(25,492,747	)		(24,396,874	)
Total Inova Technology, Inc stockholders' deficit		(18,791,872	)		(18,410,615	)
Non-controlling interest		1,288,909			1,307,506
Total stockholders' deficit		(17,502,963	)		(17,103,109	)

Total liabilities and stockholders' deficit	$	6,487,016		$	6,065,834

See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended January 31, 2013 and 2012
(Unaudited)
	2013			2012
Revenues	$	2,552,002		$	3,738,630
Cost of revenues		(1,834,872	)		(2,631,874	)
Selling, general and administrative		(1,632,640	)		(1,343,704	)
Depreciation expense		(7,540	)		(19,222	)
Operating loss		(923,050	)		(256,170	)
Other income (expense):
Gain on derivative liabilities		222,476			159,990
Interest expense		(2,807,104	)		(561,253	)
net loss	$	(3,507,678	)	$	(657,433	)
Basic and diluted loss per share	$	(0.04	)	$	(0.01	)
Weighted average common shares outstanding		95,143,458			71,444,179
See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended July 31, 2013 and 2012

(Unaudited)

	2013			2012

Revenues	$	7,610,714		$	6,476,909

Cost of revenues		(6,319,794	)		(4,933,480	)
Selling, general and administrative		(1,390,417	)		(1,336,364	)
Depreciation expense		(64,313	)		(118,972	)

Operating loss		(163,810	)		88,093

Other income (expense):
Gain (Loss) on derivative liabilities		(122,915	)		222,942
Interest expense		(809,148	)		(428,633	)

Net loss	$	(1,095,873	)	$	(117,598	)

Basic and diluted income (loss) per share	$	(0.49	)	$	(0.15	)

Weighted average common shares outstanding-basic		2,234,176			774,467

See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended January 31, 2013 and 2012 (Unaudited)
	2013			2012
Revenues	$	14,642,366		$	14,444,892
Cost of revenues		(10,681,630	)		(10,485,211	)
Selling, general and administrative		(4,555,966	)		(4,003,397	)
Depreciation expense		(25,472	)		(64,288	)
Operating loss		(620,702	)		(108,004	)
Other income (expense):
Gain (Loss) on derivative liabilities		540,231			1,675,209
Other income		-			10,997
Gain (Loss) on debt extinguishment		-			87,582
Interest expense		(3,516,018	)		(2,152,582	)
Net loss	$	(3,596,489	)	$	(486,798	)
Basic and diluted income (loss) per share	$	(0.04	)	$	(0.01	)
Weighted average common shares outstanding-basic		88,004,017			65,325,212
Weighted average common shares outstanding-diluted		88,004,017			65,325,212
See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended July 31, 2013 and 2012

(Unaudited)

	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,095,873	)	$	(117,598	)
Adjustments to reconcile net loss to net cash used provided by
operating activities:
Depreciation expense		64,313			118,347
Amortization of debt discount		130,982			-
Amortization expense - loan discounts and deferred financing costs		-
Paid in kind interest		-			18,932
Bad debt expense (recovery)		-
Gain on sale of asset		-
Gain on debt extinguishment		-
Stock issued for services		78,310
Legal expenses paid directly by third party debtholder		295,556			-
Derivative loss (gain)		122,915			(222,942	)
Changes in operating assets and liabilities:
Accounts receivable		64,126			416,405
Credit facility receivable		(631,336	)		586,418
Inventory		12,222			(150	)
Costs in excess of billing and estimated earnings		(121,709	)		48,511
Prepaid expenses and other current assets		(14,785	)		3,897
Accounts payable		257,798			-
Accrued expenses		715,933			(699,915	)
Deferred revenues		(167,523	)		(11,458	)
Net cash used in operating activities of operations		(289,071	)		140,447

CASH FLOW INVESTING ACTIVITIES
Purchase of fixed assets		-
Net cash used in investing activities		-			-

CASH FLOW FINANCING ACTIVITIES
Proceeds from notes payable		21,500
Common stock issued for cash		-
Sale of Tesselon, LLC units		61,582			-
Repayments made on notes payable		-			(14,257	)
Net cash provided by financing activities		83,082			(14,257	)

NET CHANGE IN CASH		(205,989	)		126,190
CASH AT BEGINNING OF YEAR		378,785			752,011
CASH AT END OF YEAR	$	172,796		$	878,201

SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	92,271
Income taxes paid	$	18,496		$	21,904

NON-CASH INVESTINGAND FINANCING ACTIVITIES:
Common stock issued for conversion of notes payable		190,346
Reclassification of derivative liabilities to notes payable		-
Accrued interest reclassified to related party notes payable		-
Purchase of patent with stock					73,892
Common stock issued for settlement of accounts payable		-
Settlement of derivative liabilities due to conversion of related notes payable		365,782
Assignment of related party debt to third party		147,500
Discount on notes payable from derivative liabilities		(146,500	)
Change in non-controlling interest from sale of Tesselon, LLC units		80,179			-

See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended January 31, 2013 and 2012 (Unaudited)
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,596,489	)	$	(486,798	)
Adjustments to reconcile net loss to net cash used provided by
operating activities:
Depreciation expense, $0 and $344,995 included in cost of revenues		353,726			392,542
Amortization expense - loan discounts and deferred financing costs		-			282,000
Paid in kind interest		18,932			33,197
Gain on debt extinguishment		-			(87,582	)
Stock issued for services		17,000			72,000
Legal expenses paid directly by third party debtholder		222,751			-
Derivative gain		(540,231	)		(1,675,209	)
Changes in operating assets and liabilities:
Accounts receivable		636,623			294,152
Credit facility receivable		777,746			3,277
Inventory		(4,330	)		9,830
Costs in excess of billing and estimated earnings		171,230			209,384
Prepaid expenses and other current assets		40,985			7,361
Other assets		-			16,634
Accounts payable and accrued expenses		1,525,191			1,092,099
Deferred revenues		(19,358	)		(24,777	)
Net cash provided by operating activities of operations		(396,224	)		138,110
CASH FLOW INVESTING ACTIVITIES
					-
Net cash used in investing activities		-			-
CASH FLOW FINANCING ACTIVITIES
Proceeds from notes payable		65,814			82,500
Payment of legal fees capitalized		(118,877	)		10,000
Repayments made on notes payable		(53,272	)		(111,463	)
Net cash used in financing activities		(106,335	)		(18,963	)
NET CHANGE IN CASH		(502,559	)		119,147
CASH AT BEGINNING OF YEAR		752,011			396,140
CASH AT END OF YEAR	$	249,452		$	515,287
SUPPLEMENTAL INFORMATION:
Interest paid	$	536,966		$	165,485
Income taxes paid	$	21,904		$	30,000
NON-CASH INVESTINGAND FINANCING ACTIVITIES:
Common stock issued for conversion of notes payable		37,100			45,251
Purchase of patent with stock		73,892			-
Common stock issued for settlement of accounts payable					125,000
Settlement of derivative liabilities due to conversion of related notes payable		136,013			62,842
Discount on notes payable from derivative liabilities		-			282,000
See summary of accounting policies and notes to unaudited consolidated financial statements.

INOVA TECHNOLOGY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 –BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Inova Technology, Inc. (“we”, “our”, “Inova” or the “Company”) 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 (“SEC”) 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-K. 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-K have been omitted.

Fair Value Measurements

Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

AsThe offollowing ~~January~~table ~~31,~~sets ~~2013,~~forth ~~Inova~~by ~~measured~~level ~~its~~with ~~derivative~~the ~~liabilities~~fair ~~using~~value ~~Level~~hierarchy 3the ~~inputs~~Company’s asfinancial ~~defined~~assets byand ~~ASC~~liabilities ~~820~~measured ~~with~~at ~~a total~~ fair value ofon ~~$785~~July 31,~~021~~ 2013.

	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-

Liabilities
Derivative liabilities	$	-	$	-	$	1,027,350	$	1,027,350

As of July 31, 2013, Inova measured its derivative liabilities using Level 3 inputs as defined by ASC 820 with a total fair value of $1,027,350. See Note 4.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2 – GOING CONCERN

As shown in the accompanying consolidated financial statements, we have an accumulated deficit and negative working capital and are in default on the majority of our notes payable as of ~~January~~July 31, 2013. These conditions raise substantial doubt as to our ability to continue as a going concern. The consolidated financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future. Management is trying to raise additional capital through sales of stock and refinancing debt.

NOTE 3 – RELATED PARTY TRANSACTIONS

Note Payable to Southbase, LLC

Loans payable from Southbase, LLC consists of advances from existing shareholders. These notes are unsecured, bear interest at 7%, and are due in May 21, 2017. The amount due to Southbase, LLC, a company related to Adam Radly, was $~~142~~85,532 as of ~~January~~July 31, 2013.

Desert Sellers

Seller notes with a balance of $1,389,107 relate to the Desert Communications, Inc. (“Desert”) purchase in December of 2007. They have interest rates of 18%, are secured by all of the common stock of Desert Communications, Inc. and were due in December of 2010. The notes are now in default.

Trakkers President

Seller notes with a balance of $~~300~~103,~~581~~081, to the president of Trakkers, relate to the Trakkers purchase in 2008. They have interest rates of 7-10%, are secured by all of the member units of Trakkers and were due in 2011. The notes are now in default. During the three months ended July, 31, 2013, 147,500 of the balance was assigned to third parties.

NOTE 4 - DERIVATIVE LIABILITIES

ASC 815-40 Put Warrant Liabilities

Under ASC 815-40 “Put Warrants”, warrants for put shares should be classified as liabilities and measured at fair value at the end of each reporting period with the change in fair value recorded to earnings. As a result, the fair value of the warrants granted to Inova’s debt holders in prior years were recorded as derivative liabilities at inception. These liabilities are subsequently measured at fair value at the end of each reporting period with the changes recorded to earnings. As of ~~January~~July 31, 2013, Inova had $~~785~~639,~~021~~828 of derivative liabilities as a result of these provisions.

ASC 815-15 Conversion Option and Warrant Liabilities

During fiscal 2010, Inova determined that the instruments embedded in a convertible put note exercised by one of Inova’s lenders should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Because the number of shares to be issued upon settlement cannot be determined under these instruments, Inova cannot determine whether it will have sufficient authorized shares at a given date to settle any other of its share-settleable instruments. As a result of this, under ASC 815-15 “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in, a Company's Own Stock” (formerly EITF 00-19), the conversion options noted above and all other share-settleable instruments are classified as liabilities. Inova has three conversion options embedded in notes payable agreements and 8,839,513 warrants to purchase Inova common stock that are classified as liabilities as a result of the provisions of the convertible put notes. As of ~~January~~July 31, 2013, Inova had $~~785~~387,~~021~~522 of derivative liabilities as a result of these provisions.

The following table summarizes the derivative liabilities included in the consolidated balance sheet:

Derivative Liabilities
Balance at April 30, 2012	$	1,461,265
Balance at April 30, 2013	$	1,123,715
Settlement of derivative liabilities due to conversion of related notes payable		(~~136~~365,~~013~~780	)
Change in fair value		(540,231	)
Additonal derivatives added due to convertible notes payable issued		146,500
Balance at January 31, 2013	$	785,021
Change in fair value		122,915
Balance at July 31, 2013	$	1,027,350

Valuation Models

Inova values its warrant derivatives and simple conversion option derivatives using the Black-Scholes option-pricing model. Assumptions used include (1) 0.11% - 0.15% risk-free interest rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility ~~261~~338% to ~~390~~392%, (4) zero expected dividends (5) exercise prices as set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

Inova valued the conversion options and reset provisions under its convertible put exercise note with Boone using a Monte Carlo simulation model utilizing present value and various probabilities of events. Assumptions used include (1) 0.1511% risk free rate, (2) conversion prices as set forth in the agreement, (3) expected Inova stock price volatility of ~~322~~392%, (4) expected Desert stock price volatility of 25%, and (6) common stock price of the underlying share on the valuation date. Inova valued the note as a combination of the underlying debt payment and series of two options. Since the options are mutually exclusive, the Monte Carlo simulation was used to estimate when either of the options is exercisable. When both are exercisable Inova assumed that the more valuable of the two would be exercised.

NOTE 5 –SEGMENT INFORMATION

Inova has three reportable segments, one providing management support to the other subsidiaries (Edgetech Services, Inc.), one providing network solutions (Desert Communications, Inc.) and one which manufactures standards compliant and durable RFID (Radio Frequency Identification) equipment (Trakkers, LLC & RightTag, Inc). 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.

The following table presents ~~nine~~three month segment information:

	Trakkers,
	LLC &			Desert
	RightTag,			Communications,
	Inc.			Inc.			Corporate			Total
Revenues	$	~~834~~379,~~914~~905			137,~~807~~230,~~452~~809			0-			147,~~642~~610,~~366~~714
Net income (loss)		(856,943	)		(163,527	)		(2,576,019	)		(3,596,489	)
Cost of revenues		61,781			6,258,013			-			6,319,794
Total assets		221,837			1,604,205			4,443,751			6,269,793
Gross profit		318,124			972,796			-			1,290,920
Operating costs		482,184			924,546			48,000			1,454,730
Operating income		(164,060	)		48,250			(48,000	)		(163,810	)
Interest expense		110,355			75,000			623,793			809,148
Interest income		-			-			-
Other income		-			-			122,915			122,915
Net income (loss)		(274,415	)		(26,750	)		(794,708	)		(1,095,873	)
Total assets		991,378			2,105,828			3,389,810			6,487,016

NOTE 6 – WARRANTS

The following tables summarize common stock warrants outstanding by entity:

									Weighted
			Weighted						average
			average			Aggregate			remaining
Warrants to purchase Inova common			exercise			intrinsic			contractual
stock	Warrants		price			value			life (years)
Outstanding at April 30, 2012		9,839,513		$	0.03		$	77,441		1.57
Outstanding at April 30, 2013		75,853		$	0.00		$	39,414		1.21
Granted		-			-
Exercised		-			-
Forfeited		-			-
Expired		(1,~~000,000~~959)			-0.26
Outstanding at January 31, 2013		8,839,513		$	0.01		$	52,334		.97
Outstanding at July 31, 2013		73,894		$	0.00		$	39,414		0.01

								Weighted
			Weighted					average
			average			Aggregate		remaining
Warrants to purchase Trakkers			exercise			intrinsic		contractual
common stock	Warrants		price			value		life (years)
Outstanding at April 30, 2012		13.50		$	-		$		2.18
Outstanding at April 30, 2013		13.50		$	-		$		1.18
Granted		-			-
Exercised		-			-
Forfeited		-			-
Expired		-			-
Outstanding at January 31, 2013		13.50		$	-		$		1.42
Outstanding at July 31, 2013		13.50		$	-		$		.92

All warrants above were exercisable as of ~~January~~July 31, 2013.

109

NOTE 7 – ~~COMMON STOCK~~EQUITY

During the ~~nine~~three months ended ~~January~~July 31, 2013, Inova purchased the intellectual property from Southbase International Limited (“Southbase), a related party due to ownership in Southbase by Inova’s CEO. The intellectual property purchased is a license to use ShopInova, an iPhone application, and its related intellectual property rights. Inova issued ~~12,315,270 shares of common stock for the intellectual property, for a total value of $73,892, based on the Inova stock trading price on the closing date.~~:

~~During~~· ~~the~~2,338,605 ~~nine~~shares ~~months~~of ~~ended~~common ~~January~~stock 31for the conversion of $190,346 ~~2013~~of ~~Inova~~third ~~issued:~~party debt and accrued interest.

· 14559,~~471,177~~359 shares of common stock ~~for~~related ~~the~~to ~~conversion~~anti-dilution ofnotes, valued at $3778,~~100~~310 of ~~third~~compensation ~~party debt~~expense.

· 266,~~507,375~~802 ~~with~~shares aof ~~fair~~common ~~value~~stock to all shareholders as a result of ~~$17,000~~rounding ~~for~~errors ~~services~~from the stock split which occurred in fiscal 2013

In May 2013, 61,582 units of Tesselon, LLC were sold to the president of Trakkers, LLC for $61,582. The units represent 1.1% ownership of Tesselon, LLC, which has a majority ownership in Righttag, Inc, and Trakkers, LLC. As a result of the transaction, the Company recorded $18,579 to non-controlling interest which represents the non-controlling interest’s share of the net assets of these entities with a resulting credit to additional paid-in capital of $80,179. For the three months ended July 31, 2013, the non-controlling interest’s share of the earnings of these entities was nominal.

NOTE 8 – DEBT

The following table summarizes outstanding debt as of ~~January~~July 31, 2013 and April 30, 2012:

	January 31,		April 30,
	July 31,		April 30,
	2013		~~2012~~2013
	Carrying		Carrying
Lender	Amount		Amount
Boone Lenders, LLC	$	7,~~005~~301,~~982~~538	$	67,~~883~~005,~~176~~982
Ascendiant Opportunity Fund, LLC		1,~~155~~153,~~018~~930		1,153,930
Agile Opportunity Fund, LLC		173,500		173,500
IBM - Trakkers, LLC
Lease Facility		66,500		7066,~~183~~500
Desert Communications, Inc. Sellers		1,389,107		1,389,107
Trakkers, LLC Sellers		1,~~769~~469,~~686~~105		1,~~769~~469,~~686~~105
Southbase, LLC - Related Party		~~142~~85,532		~~142~~85,532
Other		~~237~~213,~~650~~102		~~154~~384,~~298~~440
Total	$	11,~~939~~852,~~975~~314	$	11,~~736~~728,~~412~~096

Of the total outstanding debt, $11,~~797~~605,~~443~~760 was in default as of ~~January~~July 31, 2013. Principal owed to Boone Lenders, LLC (“Boone”) increased due to the paid-in kind interest described below. $~~222~~295,~~751of~~556 of legal fees were added to the Boone notes~~, of which $118,877 was paid off by January 31, 2013~~.

~~Boone~~On isseveral ~~capitalizing~~notes ~~and~~with ~~charging~~Boone, ~~paid in kind~~ interest onas ~~several~~accrued ofis ~~its~~converted ~~notes~~to principal. Each period, at a rate mutually agreed to by the Company and Boone, interest is recognized on the outstanding principal balance and added to the principal balance of the note. This started in May 2010 for Boone’s notes as a temporary arrangement which can be cancelled at any time. The interest rates range from 11% to 20% on various notes.

During the nine months ended January 31, 2013, Inova and Boone re-negotiated the terms of certain of their loans for which interest had previously been forgiven. As a result, Inova agreed to recognized additional interest expense during the three months of ended January 31, 2013 of approximately $1,900,000.

NOTE 9 – SUBSEQUENT EVENTS

AsSubsequent ofto ~~March~~July 131, 2013, ~~Paul~~third ~~Aunger~~parties ~~resigned~~converted as$107,506 ~~director/secretary/treasurer.~~of ~~The~~their ~~new~~debt ~~secretary/treasurer~~for is7,843,216 ~~Adam~~shares ~~Radly~~of common stock.

In July 2013, Inova assigned $94,444 of related party debt to a third party. The note is convertible into shares of Inova’s common stock.

~~Subsequent to January 31, 2013, Asher converted $24,750 of its debt for 9,027,311 shares.~~10

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.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED ~~JANUARY~~JULY 31, 2013

Net revenues ~~decreased~~increased from $36,~~738~~476,~~630~~909 in the three-month period ending ~~January~~July 31, 2012 to $27,~~552~~610,~~002~~714 for the three-month period ending ~~January~~July 31, 2013. The ~~decrease~~increase in revenue is due to changes in the timing of various projects in Desert.

Cost of sales ~~decreased~~increased from $24,~~631~~933,~~874~~480 in the three-month period ending ~~January~~July 31, 2012 to $16,~~834~~319,~~872~~794 for the three-month period ending ~~January~~July 31, 2013. The decrease is a result of the revenue ~~decrease~~increase described above.

Operating expenses increased from $1,~~343~~336,~~704~~364 for the three months ending ~~January~~July 31, 2012 to $1,~~523~~390,~~222~~417 for the same period in 2013. This was mainly due to the increase in professional fees from legal expenses.

Net loss increased from $~~657~~117,~~433~~598 for the three months ending ~~January~~July 31, 2012 to a net loss of $31,~~507~~095,~~678~~873 for the same period in 2013. This is mainly due to higher ~~operating expenses and higher~~ interest expense. ~~The~~and ~~interest~~professional ~~expense~~fees ~~increase~~and islower ~~primarily~~gross ~~due to renegotiation of loan terms with our senior lender leading to the increase in interest expense~~profit.

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JANUARY 31, 2013

Net revenues increased from $14,444,892 in the nine-month period ending January 31, 2012 to $14,642,366 for the nine-month period ending January 31, 2013. The increase in revenue is due to changes in the timing of various projects in Desert.

Cost of sales increased from $10,485,211 in the nine-month period ending January 31, 2012 to $10,681,630 for the nine-month period ending January 31, 2013. The increase is a result of the revenue increase described above.

Operating expenses increased from $4,003,397 for the nine months ending January 31, 2012 to $4,227,712 for the same period in 2013. This was mainly due to the increase in professional fees.

Net loss increased from $486,798 for the nine months ending January 31, 2012 to net loss of $3,596,489 for the same period in 2013. This is due to a non-cash derivative gain of $540,231 for the nine months ended January 31, 2013 compared to a $1,675,209 gain for the nine months ended January 31, 2012. Interest also increased significantly due to the issue listed above.

LIQUIDITY AND CAPITAL RESOURCES

Cash ~~provided~~used by operations for the ~~nine~~three month period ended ~~January~~July 31, ~~2012~~2013 was $~~138~~289,~~110~~071 as compared to cash ~~used~~provided inby operations of $~~515~~140,~~101~~447 for the ~~nine~~three months ended ~~January~~July 31, ~~2013~~2012. Cash used in investing activities for the ~~nine~~three month period ended ~~January~~July 31, 2012 and ~~January~~July 31, 2013 was $0. Cash ~~used~~provided ~~infinancing~~by financing activities for the period ended ~~January~~July 31, 2012 was $1883,~~963~~082, as compared to $1214,~~542~~257 used in financing activities for the ~~nine~~three months ended ~~January~~July 31, 2013.

1211

Our operating activities for the ~~nine~~three months ended ~~January~~July 31, 2013, have generated adequate cash to meet our basic operating needs, but only sufficient to service debt on a limited basis. As of ~~January~~July 31, 2013, we had cash and cash equivalents totaling $~~249~~172,~~452~~796, and receivables of $1,~~297~~856,~~253~~954.

As of the date of the filing the Company is attempting to restructure its debt with Boone and some other creditors. If successful there would be a significant decrease in the current portion of debt outstanding, interest rate reductions and extended maturity dates. If unsuccessful, we will continue to be in default on these loans and incur additional interest expense, and may face additional financial or legal issues.

Desert’s projects sometimes require bonding. Our ability to obtain bonding is related to our financial condition; if we are unable to obtain boding at certain times this could affect our ability to accept projects we win bids on.

EBITDA

Management believes adjusted EBITDA provides a more useful measure of company performance. This is because there are several measures included in GAAP net income which are related to warrant/derivative accounting. We consider these items to be unrelated to operating income and performance, and they do not impact our cash flow or debt service. However there is a limitation in using Adjusted EBITDA; each company may use a different definition of Adjusted EBITDA and therefore it is hard to compare them to each other. For example our company might use different add-backs to net income than our competitors, thus making it more difficult to compare us to them. We compensate for this by regularly including adjusted EBITDA in our filings so that our performance can be measured over time.

~~However~~GAAP ~~there~~Financial isstatements: aWe ~~limitation~~therefore inadvise ~~using~~readers ~~Adjusted~~to ~~EBITDA;~~refer ~~each~~to ~~company~~the ~~may~~GAAP ~~use~~financial astatements ~~different~~as ~~definition~~the format of ~~Adjusted~~those ~~EBITDA~~is standardized and ~~therefore~~uniform itin iscomparison ~~hard~~with toany ~~compare~~other ~~them~~audited tocompany. ~~each~~In ~~other.~~these ~~For~~we ~~example~~show ~~our~~net ~~company~~income ~~might~~as ~~use~~($1,095,873) ~~different~~for ~~add-backs~~the to3 ~~net~~months ~~income~~ending ~~than~~July ~~our~~31, ~~competitors~~2013. In addition, ~~thus~~working ~~making~~capital itratios ~~more~~and ~~difficult~~other toliquidity ~~compare~~measures, ustotal todebt ~~them.~~and Wedebt/equity ~~compensate~~ratio ~~for~~are ~~this~~common measures used by ~~regularly~~companies ~~including~~to measure performance. These statements are audited whereas the adjusted EBITDA inamounts ~~our~~are ~~filings~~not soopined ~~that~~to ~~our~~by ~~performance~~the ~~can~~auditors bebut ~~measured~~are ~~over~~a ~~time~~management tool.

~~GAAP~~Adjusted ~~Financial~~EBITDA ~~statements:~~for Wethe ~~therefore~~3 ~~advise~~months ~~readers~~ending toJuly ~~refer~~31, to2013 ~~the~~was ~~GAAP~~$158,911. ~~financial~~Adjusted ~~statements~~EBITDA asis ~~the~~Earnings ~~format~~before ofinterest, ~~those~~tax, isdepreciation, ~~standardized~~legal fees and ~~uniform~~amortization. inInova ~~comparison~~also ~~with~~excludes ~~any~~the ~~other~~non-cash ~~audited~~loss ~~company.~~on Inderivative ~~these~~liabilities, wegain ~~show~~on ~~net~~debt ~~income as ($3~~extinguishment,~~596,489)~~ ~~for~~and ~~the~~impairment 9charges ~~months~~from ~~ending~~its ~~January~~adjusted ~~31,~~EBITDA ~~2013~~calculation. InNon-cash ~~addition,~~loss ~~working~~on ~~capital~~derivative ~~ratios and other liquidity measures~~liabilities, ~~total~~gain ~~debt~~on ~~and~~ debt~~/equity~~ ~~ratio~~extinguishment, ~~are~~impairment ~~common~~charges, ~~measures~~depreciation ~~used~~and byamortization ~~companies to measure performance. These statements~~ are ~~audited~~excluded ~~whereas~~from ~~the~~ adjusted EBITDA ~~amounts~~because ~~are~~they do not ~~opined~~require tocash ~~by the auditors but are a management tool~~payments.

Adjusted EBITDA for the 9 months ending January 31, 2013 was $(228,963). Adjusted EBITDA is Earnings before interest, tax, depreciation and amortization. Inova also excludes the non-cash loss on derivative liabilities, gain on debt extinguishment and impairment charges from its adjusted EBITDA calculation. Non-cash loss on derivative liabilities, gain on debt extinguishment, impairment charges, depreciation and amortization are excluded from adjusted EBITDA because they do not require cash payments.

Adjusted EBITDA	31-July-13
Net income (loss)		(1,095,873	)
Interest, fees		809,148
Derivative (gain) loss		122,915
Tax		18,496
Legal fees		239,382
Depreciation/Amortization		64,313
Adjusted EBITDA		158,911

Adjusted EBITDA	31-January-13
Net income (loss)		(3,596,489	)
Interest		3,516,018
Derivative gain		(540,231	)
Tax		38,013
Depreciation/Amortization		353,726
Adjusted EBITDA		(228,963)

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.

1312

PART II

Item 1. Legal Proceedings.

None

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

Exhibit
Number		Description
31.1		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 Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

1413

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 18, 2013	By:	/s/ Adam Radly
Dated: September 16, 2013	By:		/s/ Adam Radly
		~~Adam Radly~~	Adam Radly
		~~Chief Executive Officer~~	Chief Executive Officer
Dated: March 18, 2013	By:	/s/ Bob Bates
Dated: September 16, 2013	By:		/s/ Bob Bates
		~~Bob Bates~~	Bob Bates
		Chief Financial Officer
			Chief Accounting Officer

Filing Compare · Inova Technology Inc.