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

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2012

 

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.)

 

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.

 

		Outstanding at
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

 September 30, 2012

 

INDEX TO FINANCIAL STATEMENTS

 

	PAGE
BALANCE SHEETS	F-1
STATEMENTS OF OPERATIONS	F-2
STATEMENTS OF CASH FLOWS	F-3
NOTES TO FINANCIAL STATEMENTS	F-4

  

 

Innovative Wireless Technologies, Inc.

(a Development stage Company)

Balance Sheets

 

		As of
		September 30,				Dec 31,
		2012				2011
		(Unaudited)				(Audited)
Assets:
Current Assets:
Cash		$	4,634			$	5,585
Inventory			858,933				241,541
Prepaid rent			18,306				18,306
Total current Assets			881,873				265,432
Patents			553				553
Leasehold Improvements			7,837				7,621
Total Assets		$	890,263			$	273,606
Liabilities and Shareholders' Equity:
Current Liabilities:
Accrued interest		$	21,001			$	21,001
Accrued liabilities			8,825				2,058
Due to related parties			1,000				2,745
Due to Manufacturer			529,192				-
Total Current Liabilties			560,018				25,804
Borrowing from others			1,060,026				749,896
Total Liabilities			1,620,044				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 September 30, 2012 and December 31, 2011 , respectively			3,687				3,687
Paid-in capital			12,234				12,234
Deficit during Development Stage			(745,702	)			(518,015	)
			(729,781	)			(502,094	)
Total Liabilities and Shareholders' Equity		$	890,263			$	273,606

 

See Notes to Financial Statements

 

 

Innovative Wireless Technologies, Inc.

(a Development stage Company)

Statement of Operations

(Unaudited)

 

																		Cumulative since
		For the								For the								July 24, 2008
		3-Months ended								9-months ended								(Inception)
		9/30/2012				9/30/2011				9/30/2012				9/30/2011				9/30/2012
Revenue		$	37,656			$	-			$	87,304			$	-			$	87,304
Cost of Goods Sold			(4,258	)							(11,955	)							(11,955	)
Gross Profit			33,398				-				75,349				-				75,349
Operating Expenses:
Legal, audit and other general & administrative			105,777				118,844				233,654				236,034				715,590
Payroll expense			21,961				-				69,381								84,505
Depreciation							520								520
			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							2,465								16,026				20,956
Total other income (loss)																			(20,956	)
Income ( Loss) before income taxes			(94,340	)			(121,829	)			(227,686	)			(252,580	)			(745,702	)
Provision for income taxes			-				-												-
Net loss		$	(94,340	)		$	(121,829	)		$	(227,686	)			(252,580	)			(745,702	)
Loss per share			(0.003	)			(0.004	)			(0.007	)			(0.001	)
Weighted average common shares ( basic and diluted)			33,552,155				31,340,000				31,340,000				31,340,000

 

 

Innovative Wireless Technologies, Inc.

( a Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

										Cumulative since
		For the								July 24, 2008
		9-months ended								(Inception)
		09/30/12				09/30/11				to June 30, 2012
Cash Flows From Operating Activities
Net loss		$	(227,686	)		$	(252,580	)		$	(745,702	)
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
Changes in operating assets and liailities			(617,392	)			(209,254	)			(858,933	)
Inventory
Increase (decrease) in accrued interest
Increase (decrease) in accrued expense			5,023				(18,724	)			1,636
Net Cash provided by (used in) operations			(840,055	)			(480,038	)			(1,586,558	)
			-				-				-
Cash Flows From Investing Activities
Prepaid rent							(18,306	)
Furniture & Fixture			(218	)			-				(218	)
Leashold Improvement							(7,868	)
Patents purchased in stocks											(553	)
Net cash provided by investing activities			(218	)			(26,174	)			(771	)
Cash Flows From Financing Activities
Stock issued for service			-				-
Due to manufacturer			529,192								531,937
Due to related party							1,000
Borrowing Drom Other			310,130				499,970				1,060,026
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		$	4,634			$	27,312			$	4,634
Noncash transaction
Common stock issued for purchase of assets			$			$	-			$	15,921
Supplemental Disclosures of Cash Flow Information
Interest accrued		$	13,561			$	13,561			$	20,956
Income taxes paid		$	-			$	-			$	-

 

See Notes to Financial Statements

 

 

INNOVATIVE WIRELESS TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

NOTE 1 - UNAUDITED 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 3. 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.

 

 

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].

 

 

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.

 

NOTE 4. LOANS

 

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

 

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 7th, 2011				October 7th, 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

 

 

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

 

 

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 September 31, 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.

 

 

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 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 $111,970. Outstanding principal will bear interest at a date of 10% per annum. All outstanding principal and accrued interest is due no later than 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 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
/s/ Pavel Alpatov		President	November 16, 2012
Pavel Alpatov		Principal Executive Officer
		Principal Financial Officer