Attached files
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EX-32 - Innovative Wireless Technologies, Inc. | v210436_ex-32.htm |
EX-31 - Innovative Wireless Technologies, Inc. | v210436_ex-31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
FORM
10-Q-A
(Amendment
No. 1)
(Mark
One)
x QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES
|
EXCHANGE
ACT OF 1934
|
For the
quarterly period ended June 30, 2010
OR
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SECURITIES
EXCHANGE ACT OF 1934
|
For the
transition period from to
Commission
file number 0-53421
INNOVATIVE
WIRELESS TECHNOLOGIES, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
90-0535563
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
306
N. West El Norte Pkwy
|
Escondido,
CA 92026
|
(Address
of principal executive offices) (zip
code)
|
(858)
735-8865
|
(Registrant's
telephone number, including area
code)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o
|
Accelerated
Filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
(do
not check if a smaller reporting
company)
|
Indicate
by check mark whether the registrant is a shell company
|
(as
defined in Rule 12b-2 of the Exchange
Act).
|
Yes x No ¨
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Class
|
Outstanding
at August
13, 2010
|
Common
Stock, par value $0.0001
|
36,870,388
|
Documents
incorporated by reference:
|
None
|
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-Q/A (“Amendment”) amends and restates the Quarterly
Report on Form 10-Q of Innovative Wireless Technologies, Inc. (the “Company”)
for the quarterly period ended June 30, 2010 filed with the
Securities and Exchange Commission (“Commission”) on August 16, 2010 (the
“Original Report”). The Company is filing this amendment in order to
address comments received from the staff of the Commission relating to the
Original Report.
In this
Amendment we have revise the following:
Item
4. Conrols and Procedures. We have included additional
disclosure
Exhibit
31 – Section 302 Certifications. We filed an amended certificate to
address the staff’s comments
Exhibit
32 – Section 906 Certifications. We have filed an amended certificate
to address the staff’s comments.
Except as
set forth above, the Original Report has not been amended, updated or otherwise
modified. This Amendment includes information contained in the Original Report,
and we have made no attempt in the Amendment to modify or update the disclosures
presented in the Original Report, except as described above. The disclosures in
this Amendment continue to speak as of the date of the Original Report and do
not reflect events occurring after the filing of the Original Report.
Accordingly, this Amendment should be read in conjunction with other filings
made with the Commission subsequent to the filing of the Original Report,
including any amendments to those filings, as information in such filings may
update or supersede certain information contained in the Original Report and
this Amendment. The filing of this Amendment shall not be deemed to be an
admission that the Original Report, when made, included any untrue statement of
a material fact or omitted to state a materials fact necessary to make a
statement not misleading.
PART
I — FINANCIAL INFORMATION
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most instances the target company will
wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.
The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.
It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.
The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements. Negotiations with a target company will
likely focus on the percentage of the Company which the target company
shareholders would acquire in exchange for their shareholdings. Although the
terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such
time.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166 removes
the concept of a qualifying special-purpose entity from SFAS 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," establishes a new "participating interest" definition that must be
met for transfers of portions of financial assets to be eligible for sale
accounting, clarifies and amends the derecognition criteria for a transfer to be
accounted for as a sale, and changes the amount that can be recognized as a gain
or loss on a transfer accounted for as a sale when beneficial interests are
received by the transferor. Enhanced disclosures are also required to provide
information about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. SFAS No. 166 is effective for
interim and annual reporting periods ending after November 15, 2009. The Company
does not believe that the implementation of this standard will have a material
impact on its condensed financial statements.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised December
2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to require an
enterprise to qualitatively assess the determination of the primary beneficiary
of a variable interest entity (VIE) based on whether the entity (1) has the
power to direct the activities of a VIE that most significantly impact the
entity's economic performance and (2) has the obligation to absorb losses of the
entity or the right to receive benefits from the entity that could potentially
be significant to the VIE. Also, SFAS 167 requires an ongoing reconsideration of
the primary beneficiary, and amends the events that trigger a reassessment of
whether an entity is a VIE. Enhanced disclosures are also required to provide
information about an enterprise's involvement in a VIE. SFAS No. 167 is
effective for interim and annual reporting periods ending after November 15,
2009. The Company does not believe that the implementation of this standard will
have a material impact on its condensed financial statements.
ITEM
3. Quantitative and Qualitative Disclosures About Market Risk.
Information
not required to be filed by Smaller reporting companies.
ITEM
4. Controls and Procedures.
Disclosures
and Procedures
Pursuant
to Rules adopted by the Securities and Exchange Commission, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rules. This
evaluation was done as of the end of the period covered by this report under the
supervision and with the participation of the Company's principal executive
officer (who is also the principal financial officer).
Because
the Company has no officers or employees other than Pavel Alpatov, the Company
has been unable to establish disclosure controls and procedures. As a result the
Company’s sole officer has concluded that the Company’s disclosure controls and
procedures were not effective in providing reasonable assurance that information
required to be disclosed in the Company’s reports filed or submitted under the
Exchange Act was recorded, processed, summarized, and reported within the time
periods specified in the Commission’s rules and forms.
This
Quarterly Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes
in Internal Controls
There was
no change in the Company's internal control over financial reporting that was
identified in connection with such evaluation that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.
PART
II — OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings against the Company and the Company is unaware of such
proceedings contemplated against it.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not
applicable
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
Not
applicable.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not
applicable.
ITEM
5. OTHER INFORMATION
On August
13, 2010, Registrant entered into an Asset Transfer Agreement with Sergei
Mironichev (the “Agreemen”) pursuant to which Registrant agreed to acquire nine
United States Provisional Patents. The Provisional Patents cover high
technology products primarily for military use but with potential civilian
applications.
The
purchase price to be paid for the Provisional Patents shall be an amount equal
to ten percent (10%) of Registrant’s Net Operating Income as determined in
accordance with GAAP standards (to the extent there is such Net Operating
Income) to be paid within 30 days after the end of each quarter during the term
of the Agreement.
ITEM
6. EXHIBITS
(a)
Exhibits
10.1
|
Asset
Transfer Agreement dated as of August 13, 2010, between Innovative
Wireless Technologies, Inc. and Sergei Mironichev
*
|
31
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
|
32
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
* previously
filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Pursuant
to the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
NAME
|
OFFICE
|
DATE
|
||
/s/
Pavel Alpatov
|
President
|
February
8, 2011
|
||
Pavel
Alpatov
|
Principal
Executive Officer
|
|||
|
Principal
Financial Officer
|
|