UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2011
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to __________
Commission File Number: 333-167667
INNOVATIVE PRODUCT OPPORTUNITIES INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 42-1770123
---------------------- --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
730 Gana Court, Mississauga, Ontario, Canada L5S 1P1
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(Address of principal executive offices)
(347) 789-7131
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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 [ ] 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
(Section 232.405 of this chapter) during the preceding 12 months (or such
shorter period that the registrant was required to submit and post such
files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed,
an accelerated filed, a non-accelerated filed, or a small reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"small 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 [ ] No [X]
As of October 27, 2011 the Issuer had 66,000,000 shares of common stock issued
and outstanding, par value $0.0001 per share.
INNOVATIVE PRODUCT OPPORTUNITIES,INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2011
(A Development Stage Enterprise)
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1 - Balance Sheets as of September 30, 2011 (Unaudited)
and December 31, 2010 (Audited)...................................F1
Statements of Operations for the three and nine months
ended September 30, 2011 and 2010 and from inception
(April 3, 2009) to September 30, 2011(Unaudited). .F2
Statement of Stockholders' Equity (Deficit) from Inception
(April 3, 2009) to September 30, 2011(Unaudited)..................F3
Statements of Cash Flows for the nine months ended
September 30, 2011 and 2010 and from inception (April 3, 2009)
to September 30, 2011 (Unaudited).................................F4
Notes to Financial Statements (Unaudited).....................F5 - F8
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................4
Item 3 - Quantitative and Qualitative Disclosures About Market Risk..........7
Item 4T - Controls and Procedures.............................................8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings...................................................8
Item 1A - Risk Factors........................................................8
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds........13
Item 3 - Defaults Upon Senior Securities....................................13
Item 4 - Reserved...........................................................13
Item 5 - Other Information .................................................13
Item 6 - Exhibits...........................................................13
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
BALANCE SHEETS
September 30, December 31,
2011 2010
(Unaudited) (Audited)
------------ ----------
ASSETS
Current assets
Cash $ 11,355 $ 15,775
Accounts receivable -- 21,000
------------ ----------
Total current assets 11,355 36,775
------------ ----------
Total assets $ 11,355 $ 36,775
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities $ 1,809 $ 460
Due to related party 54,851 33,202
------------ ----------
Total current liabilities 56,660 33,662
------------ ----------
Total liabilities 56,660 33,662
------------ ----------
Stockholders' equity (deficit)
Preferred stock; $0.001 par value;
1,000,000 shares authorized,
-0- issued and outstanding -- --
Common stock; $0.0001 par value;
500,000,000 shares authorized,
66,000,000 shares and 31,000,000 shares
issued and outstanding as of September 30, 2011
and December 31, 2010, respectively 6,600 3,100
Additional paid-in-capital 140,400 108,900
Accumulated deficit during development stage (192,305) (108,887)
----------- ---------
Total stockholders' equity (deficit) (45,305) 3,113
----------- ---------
Total liabilities and stockholders'equity (deficit)$11,355 $ 36,775
========= ========
The accompanying footnotes are an integral part of these financial statements.
F1
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
For the For the For the For the from inception
three months three months nine months nine months (April 3, 2009)
ended September 30, ended September 30 ended September 30, ended September 30 through
2011 2010 2011 2010 September30 2011
=============== ============== ============== ============== ================
Sales $ -- $ -- $ -- $ 21,000 $ 21,000
Cost of sales -- -- -- -- --
-------------- ------------- ------------- ------------- ---------------
Gross profit -- -- -- 21,000 21,000
-------------- ------------- ------------- ------------- ---------------
Operating expenses
Bad Debts -- -- 21,000 -- 21,000
General and administrative 17,211 11,144 62,418 121,144 192,305
-------------- ------------- ------------- ------------- ---------------
Total expenses 17,211 11,144 83,418 121,144 213,305
-------------- ------------- ------------- ------------- ---------------
Net operating loss (17,211) (11,144) (83,418) (100,144) (192,305)
-------------- ------------- ------------- ------------- ---------------
Other income (loss)
Gain on settlement of
accounts receivable -- -- -- 336,000 336,000
Other-than-temporary
impairment loss
on securities -- (124,950) -- (124,950) (124,950)
Loss on cancelation
of securities -- -- -- -- (211,050)
----------- ------------- ------------- ------------- ---------------
Total other income (loss) -- (124,950) -- 211,050 --
----------- ------------- ------------- ------------- ---------------
Income (loss) before taxes (17,211) (136,094) (83,418) 110,906 (192,305)
Provision for income taxes -- (3,901) -- 81,849 --
----------- ------------- ------------- ------------- ---------------
Net income (loss) $(17,211) $ (132,193) $ (83,418) $ 29,057 $ (192,305)
=============== ============== ============== ============== ================
Basic and diluted net
loss per common share $ 0.00 $ 0.00 $ 0.00 $ 0.01
=============== ============== ============== ==============
Weighted average number
of common shares
outstanding -
basic and diluted 66,000,000 31,000,000 52,483,516 25,600,738
=============== ============== ============== ==============
The accompanying footnotes are an integral part of these financial statements.
F2
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From Inception (April 3, 2009) to September 30, 2011
(Unaudited)
Preferred Stock Common Stock
Deficit
Accumulated Total
Additional during Shareholders
Paid-in Development Equity
Shares Amount Shares Amount Capital Stage (Deficit)
--------- ----------- ----------- ---------- ------------- -------------- -------------
Balance,
April 3, 2009 -- $ -- --- $ -- $ -- $ -- $ --
Common stock
issued to founder,
$0.0001 per share,
April 3, 2009 -- -- 20,000,000 2,000 -- -- 2,000
Net loss -- -- -- -- -- (2,000) (2,000)
--------- ----------- ----------- ---------- ------------- -------------- -------------
Balance
December 31, 2009 -- -- 20,000,000 2,000 -- (2,000) --
--------- ----------- ----------- ---------- ------------- -------------- -------------
Common stock
issued for services -- -- 11,000,000 1,100 108,900 -- 110,000
Net loss -- -- -- -- -- (106,887) (106,887)
--------- ----------- ----------- ---------- ------------- -------------- -------------
Balance
December 31, 2010 -- -- 31,000,000 3,100 108,900 (108,887) 3,113
--------- ----------- ----------- ---------- ------------- -------------- -------------
Conversion of due
to related party
for common stock -- -- 30,000,000 3,000 27,000 -- 30,000
Common stock
issued for services -- -- 5,000,000 500 4,500 -- 5,000
Net loss -- -- -- -- -- (66,207) (66,207)
--------- ----------- ----------- ---------- ------------- -------------- -------------
Balance
September 30, 2011 -- $ -- 66,000,000 $ 6,600 $ 140,400 $ (175,094) $ (28,094)
========== ========== ========== ========= ========= =========== ==========
The accompanying footnotes are an integral part of these financial statements.
F3
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
From Inception
For the nine For the nine (April 3,2009)
months ended months ended through
September 30, 2011 September 30, 2010 September 30,2011
Cash flows from ------------- ------------- ------------
operating activities
Net income (loss) $ (83,418) $ 29,057 $ (192,305)
Adjustments to reconcile
net loss to cash used in
operating activities
Shares issued to founder -- -- 2,000
Stock issued for services 5,000 110,000 115,000
Settlement of accounts
receivable in shares of
common stock of
Metro One Development, Inc. -- (21,000) --
Gain on accounts receivable
settlement -- (336,000) --
Other-than-temporary
impairment loss
on securities -- 124,950
Change in operating assets
and liabilities
Decrease in accounts receivable $21,000 -- --
Increase in accounts payable
and accrued liabilities $ 1,349 -- $1,809
Increase in income tax payable -- 81,849 --
------------- ------------- ------------
Net cash used in
operating activities (56,069) (11,144) (73,496)
------------- ------------- ------------
Cash flow from financing activities
Advances by related party 71,649 17,321 299,851
Repayment to related party (20,000) -- (215,000)
Net cash provided by
financing activities 51,649 17,321 (84,851)
------------- ------------- ------------
Net change in cash (4,420) 6,177 11,355
Cash, beginning of the period 15,775 -- --
------------- ------------- ------------
Cash, end of the period $ 11,355 $ 6,177 $ 11,355
------------- ------------- ------------
Supplemental disclosure of
non-cash investing and
financing activities
Conversion of due to related
party for common stock $ 30,000 $ -- $ 30,000
The accompanying footnotes are an integral part of these financial statements.
F4
Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
(Unaudited)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Innovative Product Opportunities Inc. (the "Company" or "Innovative") was
incorporated on April 3, 2009 in the State of Delaware and established a fiscal
year end of December 31. The Company is a development stage enterprise
organized to provide product development to meet the needs of new and emerging
product ideas. The Company is currently in the development stage as defined in
Financial Accounting Standards Board ("FASB")Accounting Standard Codification
("ASC") 915. Activities of the Company to date relate to its organization,
share issuances for services and development of its first product.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited financial statements of Innovative Product
Opportunities Inc. have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The financial statements should be
read in conjunction with the annual financial statements for the year ended
December 31, 2010 of Innovative Product Opportunities Inc. in our Form 10-K
filed on March 29, 2011.
The interim financial statements present the balance sheet, statements of
operations, stockholders' equity (deficit) and cash flows of Innovative Product
Opportunities Inc. The financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.
The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position as of
September 30, 2011 and the results of operations, stockholders' equity
(deficit) and cash flows presented herein have been included in the financial
statements. All such adjustments are of a normal and recurring nature. Interim
results are not necessarily indicative of results of operations for the full
year.
F5
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities
in the normal course of business. Currently, the Company does not have
significant operations or a source of revenue sufficient to cover its
operation costs and allow it to continue as a going concern. The Company has
an accumulated deficit during development stage at September 30, 2011 and
December 31, 2010 of $(192,305) and $(108,887), respectively. The Company will
be dependent upon the raising of additional capital through placement of its
common stock in order to implement its business plan. There can be no assurance
that the Company will be successful in this situation. Accordingly, these
factors raise substantial doubt as to the Company's ability to continue as a
going concern. These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classifications of liabilities that might
result from this uncertainty. The Company is funding its initial operations by
way of loans from its Chief Executive Officer. The Company's officers and
directors have committed to advancing certain operating costs of the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers highly
liquid financial instruments purchased with a maturity of three months or
less to be cash equivalents.
INVESTMENT SECURITIES
Equity securities are classified as available for sale and are stated at fair
value with unrealized gains and losses excluded from earnings and reported in
other comprehensive income, net of tax. All available for sale securities are
classified as current assets as they are available to support the Company's
current operating needs in the next 12 months. Realized gains and losses on the
sale of investment securities are recognized at the settlement date using the
specific identification method and are included in the statements of operations.
In accordance with ASC 320-10, "Investments,Debt and Equity Securities," the
Company evaluates its securities portfolio for other-than-temporary impairment
("OTTI") throughout the year. Each investment that has a fair value less than
the book value is reviewed on a quarterly basis by Management. Management
considers at a minimum the following factors that, both individually or in
combination, could indicate that the decline is other-than-temporary: (a) the
Company has the intent to sell the security; (b) it is more likely than not
that it will be required to sell the security before recovery; and (c) the
Company does not expect to recover the entire amortized cost basis of the
security. Among the factors that are considered in determining intent is a
review of capital adequacy, interest rate risk profile and liquidity at the
Corporation. An impairment charge is recorded against individual securities if
the review described above concludes that the decline in value is
other-than-temporary.
F6
INCOME TAXES
The Company accounts for income taxes in accordance with Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("FASB ASC") 740,
Income Taxes. Under the assets and liability method of FASB ASC 740, deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled. The Company provides a valuation allowance, if necessary,
to reduce deferred tax assets to their estimated realizable value.
NET LOSS PER SHARE
Basic net income (loss) per share includes no dilution and is computed by
dividing loss available to common stockholders by the weighted average number
of common shares outstanding for the period. Dilutive loss per share reflects
the potential dilution of securities that could share in the losses of the
Company. Because the Company does not have any potentially dilutive
securities, basic and dilutive earnings per share are equal in the accompanying
financial statement presentation.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with FASB ASC 830, Foreign Currency Matters, foreign denominated monetary
assets and liabilities are translated to their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Non-monetary assets and liabilities are translated at exchange rates
prevailing at the transaction date. Revenue and expenses are translated at
average rates of exchange during the periods presented. Related translation
adjustments are reported as a separate component of stockholders' equity
(deficit), whereas gains or losses resulting from foreign currency transactions
are included in results of operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
STOCK-BASED COMPENSATION
The Company measures stock-based compensation at the grant date based on the
fair value of the award and recognizes stock-based compensation expense over
the requisite service period.
The Company also grants awards to non-employees and determines the fair value
of such stock-based compensation awards granted as either the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable. If the fair value of the equity
instruments issued is used, it is measured using the stock price and other
measurement assumptions as of the earlier of (1) the date at which a commitment
for performance by the counterparty to earn the equity instruments is reached,
or (2) the date at which the counterparty's performance is completed.
The Company adopted a stock option plan on August 30, 2011, but has not granted
any stock options.
F7
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of FASB ASC 820, Fair Value Measurements
and Disclosures, and FASB ASC 825, Financial Instruments, the Company has
determined the estimated fair value of financial instruments using available
market information and appropriate valuation methodologies. FASB ASC 820
defines fair value as the price that would be received to sell an asset or
paid to transfer a liability (exit price) in an orderly transaction between
market participants at the measurement date. The statement establishes market
or observable inputs as the preferred sources of values, followed by
assumptions based on hypothetical transactions in the absence of market inputs.
The statement requires fair value measurements be classified and disclosed in
one of the following categories:
Level 1 - Quoted prices in active markets for identical assets and liabilities.
Level 2 - Quoted prices in active markets for similar assets and liabilities,
quoted prices for identical or similar instruments in markets that are not
active and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.
Level 3 - Significant inputs to the valuation model are unobservable.
Financial assets and liabilities are classified based on the lowest level of
input that is significant to the fair value measurement.
The fair values of financial instruments, other than Investment securities, are
classified as current assets or liabilities and approximate their carrying
value due to the short-term maturity of the instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
There have been no recent accounting pronouncements or changes in accounting
pronouncements that impacted the quarter ended September 30, 2011, or which
are expected to impact future periods, that were not already adopted and
disclosed in prior periods.
NOTE 3 - DUE TO RELATED PARTY
As of September 30, 2011 and December 31, 2010 advances of $54,851 and $33,202,
respectively, were due to the Company's Chief Executive Officer and majority
shareholder. The balances are non-interest bearing, unsecured and have no
specified terms of repayment.
NOTE 4 - STOCKHOLDERS' EQUITY
The Company is authorized to issue an aggregate of 500,000,000 common shares
with a par value of $0.0001 per share and 1,000,000 shares of preferred stock
with a par value of $0.001 per share. No preferred shares have been issued.
On April 15, 2011, the Company repaid $30,000 of advances due to a related
party by exchanging 30,000,000 shares of common stock with the Company's Chief
Executive Officer and majority shareholder.
On April 18, 2011, the Company issued a total of 5,000,000 shares of common
stock valued at $5,000 as compensation to a director and the Chief Financial
Officer.
On August 31, 2011, the Company filed a Form S-8 with the SEC registering
150,000,000 shares of the Company's common stock pursuant to the adoption of
a Stock Option Plan on August 30, 2011.
F8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains "forward-looking statements" that involve
risks and uncertainties. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons, including
the risks described in our Form 10-K filed March 29, 2011 and other filings we
make with the Securities and Exchange Commission. Although we believe the
expectations reflected in the forward-looking statements are reasonable, they
relate only to events as of the date on which the statements are made. We do
not intend to update any of the forward-looking statements after the date of
this report to conform these statements to actual results or to changes in our
expectations, except as required by law.
The following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with our audited
financial statements and related notes thereto included elsewhere in this
report, and in our Form 10-K filed March 29, 2011.
BUSINESS OVERVIEW
We incorporated on April 3, 2009 as Innovative Product Opportunities Inc.
under the laws of the State of Delaware. We are currently in the development
stage. Additionally, we have not completed development of any product. We
expect to incur losses in the foreseeable future due to significant costs
associated with our business startup, developing our business and costs
associated with on-going operations. Our business is to be a product
development firm to meet the needs of new and emerging product ideas available
for sale today. Our Certified Engineering Technicians can participate in the
creation of products, from hand sketches and design through prototyping and
construction. We offer project management to assist our client to produce
finished parts ready to market in numerous industries including, but not
limited to, consumer and household goods, office products, furniture, and toys.
We believe that we will be able to deliver a complete solution.
We have no plans to engage in, a merger or acquisition with any other company,
entity or person.
4
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the Financial Statements and accompanying notes. Estimates are used for, but
not limited to, the accounting for the allowance for doubtful accounts,
inventories, impairment of long-term assets, stock-based compensation, income
taxes and loss contingencies. Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. Actual results could differ from these estimates under
different assumptions or conditions.
We believe the following critical accounting policies, among others, may be
impacted significantly by judgment, assumptions and estimates used in the
preparation of the Financial Statements.
INVESTMENT SECURITIES
Equity securities are classified as available for sale and are stated at fair
value with unrealized gains and losses excluded from earnings and reported in
other comprehensive income, net of tax. All available for sale securities are
classified as current assets as they are available to support the Company's
current operating needs in the next 12 months. Realized gains and losses on the
sale of investment securities are recognized at the settlement date using the
specific identification method and are included in the statements of operations
In accordance with ASC 320-10, "Investments,Debt and Equity Securities," the
Company evaluates its securities portfolio for other-than-temporary impairment
("OTTI") throughout the year. Each investment that has a fair value less than
the book value is reviewed on a quarterly basis by Management. Management
considers at a minimum the following factors that, both individually or in
combination, could indicate that the decline is other-than-temporary: (a) the
Company has the intent to sell the security; (b) it is more likely than not
that it will be required to sell the security before recovery; and (c) the
Company does not expect to recover the entire amortized cost basis of the
security. Among the factors that are considered in determining intent is a
review of capital adequacy, interest rate risk profile and liquidity at the
Corporation. An impairment charge is recorded against individual securities if
the review described above concludes that the decline in value is
other-than-temporary.
5
STOCK-BASED COMPENSATION
The Company measures stock-based compensation at the grant date based on the
fair value of the award and recognizes stock-based compensation expense over
the requisite service period.
The Company also grants awards to non-employees and determines the fair value
of such stock-based compensation awards granted as either the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable. If the fair value of the equity
instruments issued is used, it is measured using the stock price and other
measurement assumptions as of the earlier of (1) the date at which a commitment
for performance by the counterparty to earn the equity instruments is reached,
or (2) the date at which the counterparty's performance is completed.
The Company adopted a stock option plan on August 30, 2011, but has not granted
any stock options.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of FASB ASC 820, Fair Value Measurements
and Disclosures, and FASB ASC 825, Financial Instruments, the Company has
determined the estimated fair value of financial instruments using available
market information and appropriate valuation methodologies. FASB ASC 820
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability (exit price) in an orderly transaction between market
participants at the measurement date. The statement establishes market or
observable inputs as the preferred sources of values, followed by assumptions
based on hypothetical transactions in the absence of market inputs. The
statement requires fair value measurements be classified and disclosed in one
of the following categories:
Level 1 - Quoted prices in active markets for identical assets and liabilities.
Level 2 - Quoted prices in active markets for similar assets and liabilities,
quoted prices for identical or similar instruments in markets that are not
active and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.
Level 3 - Significant inputs to the valuation model are unobservable.
Financial assets and liabilities are classified based on the lowest level of
input that is significant to the fair value measurement.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
There have been no recent accounting pronouncements or changes in accounting
pronouncements that impacted the first quarter of fiscal 2011, or which are
expected to impact future periods, that were not already adopted and disclosed
in prior periods.
RESULTS OF OPERATIONS
COMPARISON OF RESULTS FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2011 AND 2010 REVENUES
Our revenue for the three and nine months ended September 30,2011 was $0 and $0
respectively, compared to $0 and $21,000 for the three and nine months ended
September 30, 2010, respectively. We are completely dependent upon the
willingness of our management to fund our initial operations by way of loans
from our Chief Executive Officer.
6
COSTS OF GOODS SOLD
We did not incur cost of sales for the three and nine months ended
September 30, 2011 and 2010.
GENERAL AND ADMINISTRATIVE EXPENSES
Our general and administrative expense for the three and nine months ended
September 30, 2011 were $17,211 and $62,418, respectively, compared to
$11,144 and $121,144 for the three and nine months ended September 30, 2010,
respectively. The expenses can be primarily attributed to our need to pay for
professional fees and our transfer agent. In addition, we incurred bad debt
expense of $21,000 for the nine month period ended September 30, 2011.
NET INCOME/LOSS
Our net losses for the three and nine months ended September 30, 2011 were
$(17,211) and $(83,418), respectively, compared to net income (loss) of
$(132,193) and $29,057 for the three and nine months ended September 30, 2010,
respectively. Our losses during the periods ended September 30, 2011 is due to
costs associated with professional fees and our transfer agent as described
above. Our net income during the periods ended September 30, 2010 was primarily
due to a gain on settlement of account receivable of $336,000.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
As of September 30, 2011, we had total current assets of $11,355 and total
current liabilities of $56,660, resulting in a working capital deficit of
$(45,305). At the end of the quarterly period ending September 30, 2011, we
had cash of $11,355. Our cash flows from operating activities for the nine
months ended September 30, 2011 resulted in cash used of $56,069. Our current
cash balance and cash flow from operating activities will not be sufficient to
fund our operations. Our cash flow from financing activities for the nine
months ended September 30, 2011 was $51,649. The Company has an accumulated
deficit during development stage at September 30, 2011 and December 31, 2010
of $(192,305) and $(108,887), respectively. These conditions led to our
auditor reporting substantial doubt about our ability to continue as a going
concern.
Over the next 12 months we expect to expend approximately $25,000 in cash for
legal, accounting and related services. Cash used for other expenditures is
expected to be minimal. We hope to be able to compensate our independent
contractors with stock-based compensation, which will not require us to use our
cash, although there can be no assurances that we will be successful in these
efforts.
We expect to be able to secure capital through advances from our Chief
Executive Officer in order to pay expenses such as organizational costs, filing
fees, accounting fees and legal fees. We believe it will be difficult to secure
capital in the future because we have no assets to secure debt and there is
currently no trading market for our securities. We will need additional
capital in the next twelve months and if we cannot raise such capital on
acceptable terms, we may have to curtail our operations or terminate our
business entirely.
The inability to obtain financing or generate sufficient cash from operations
could require us to reduce or eliminate expenditures for developing products
and services, or otherwise curtail or discontinue our operations, which could
have a material adverse effect on our business, financial condition and results
of operations. Furthermore, to the extent that we raise additional capital
through the sale of equity or convertible debt securities, the issuance of such
securities may result in dilution to existing stockholders. If we raise
additional funds through the issuance of debt securities, these
securities may have rights, preferences and privileges senior to holders of
our common stock and the terms of such debt could impose restrictions on our
operations. Regardless of whether our cash assets prove to be inadequate to
meet our operational needs, we may seek to compensate providers of services by
issuing stock in lieu of cash, which may also result in dilution to existing
stockholders.
OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS
We are currently funding our operations by way of cash advances from our Chief
Executive Officer. We hope to be able to compensate our independent
contractors with stock-based compensation, which will not require us to use our
cash, although there can be no assurances that we will be successful in these
efforts. Our Chief Executive Officer has committed to advancing us an
additional $25,000 for certain operating costs in order to start implementing
our business plan. The funds are loaned to the Company as required to pay
amounts owed by the Company. As such, our operating capital is currently
limited to the personal resources of our Chief Executive Officer. The loans
from our Chief Executive Officer are unsecured and non-interest bearing and
have no set terms of repayment. Our common stock started trading over the
counter and has been quoted on the Over-The Counter Bulletin Board since
February 17, 2011. The stock currently trades under the symbol -IPRU.OB.-
OFF-BALANCE SHEET TRANSACTIONS
We currently have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future material effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act
and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the information
requested by this Item.
7
ITEM 4T. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Our management evaluated, with the participation of our Chief Executive
Officer and our Chief Financial Officer, the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period
covered by this quarterly report on Form 10-Q. Based on this evaluation, our
Chief Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures are effective to ensure that
information we are required to disclose in reports that we file or submit under
the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission rules and forms, and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure
Our disclosure controls and procedures are designed to provide reasonable
assurance that such information is accumulated and communicated to our
management. Our disclosure controls and procedures include components of our
internal control over financial reporting. Management's assessment of the
effectiveness of our internal control over financial reporting is expressed at
the level of reasonable assurance that the control system, no matter how well
designed and operated, can provide only reasonable, but not absolute, assurance
that the control system's objectives will be met.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting that
occurred during the quarter ended September 30, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We may be involved from time to time in ordinary litigation, negotiation and
settlement matters that will not have a material effect on our operations or
finances. We are not aware of any pending or threatened litigation against our
Company or our officers and directors in their capacity as such that could
have a material impact on our operations or finances.
ITEM 1A. RISK FACTORS
WE ARE A DEVELOPMENT STAGE ENTERPRISE THAT LACKS ANY OPERATING HISTORY OR
REVENUES AND WE MAY NEVER GENERATE REVENUES OR BECOME PROFITABLE.
We are a development stage enterprise without financial resources and an
operating history on which an investor can base its assessment of our business
plan. We expect to incur losses in the foreseeable future due to significant
costs associated with our business startup and development, including costs
associated with our on-going operations. Our operations may never generate
sufficient revenues to fund our continuing operations and we may never generate
positive cash flow from our operations. Further, we may not attain or sustain
profitability in any future period. If we do not successfully develop our
business, you may lose all or part of your investment.
IF WE FAIL TO SUCCESSFULLY MANAGE OUR NEW PRODUCT DEVELOPMENT OR NEW PRODUCT
MARKET EXPANSION, OR IF WE FAIL TO ANTICIPATE THE ISSUES ASSOCIATED WITH SUCH
DEVELOPMENT OR EXPANSION, OUR BUSINESS MAY SUFFER.
We have not completed development on any product. Our ability to anticipate
and manage a variety of issues associated with any new product development or
market expansion, such as:
* difficulties faced in manufacturing;
* market acceptance;
* effective management of inventory levels in line with anticipated
product demand; and
* quality problems or other defects in the early stages of product
introduction that were not anticipated in the design of those products.
Our business may suffer if we fail to successfully anticipate and manage these
issues associated with product development and market expansion and you may
lose all or part of your investment.
8
OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.
Currently, we do not have any material assets, nor do we have operations or a
source of revenue sufficient to cover our operational costs and allow us to
continue as a going concern. Since our inception on April 3, 2009 through
September 30, 2011, we have an accumulated deficit during the development stage
of $(192,305). The Company will be dependent upon the raising of additional
capital through placement of its common stock in order to implement our
business plan. We are currently funding our initial operations by way of loans
from our Chief Executive Officer and through the issuance of common stock in
exchange for services. Accordingly, these factors raise substantial doubt as
to our ability to continue as a going concern.
CURRENT DECLINING GENERAL ECONOMIC OR BUSINESS CONDITIONS MAY HAVE A NEGATIVE
IMPACT ON OUR BUSINESS.
Our current and future business plans depend, in large part, on the overall
state of the economy. Concerns over inflation, energy costs, geopolitical
issues, the availability and cost of credit, the U.S. mortgage market and a
declining real estate market in the U.S. have contributed to increased
volatility and diminished expectations for the global economy and expectations
of slower global economic growth going forward. These factors, combined with
volatile oil prices, declining business and consumer confidence and increased
unemployment, have precipitated a global economic slowdown. If the economic
climate does not improve or continues to deteriorate, it could have a material
adverse effect on our ability to implement our business plan.
IF WE ARE UNABLE TO OBTAIN ADDITIONAL FINANCING, WE MAY NOT BE ABLE TO FULFILL
OUR BUSINESS PLAN.
We require substantial funds to further develop and implement our business plan
Over the next 12 months we expect to expend approximately $25,000 in cash for
legal, accounting and related services. To meet our future obligations, from
time to time, we may need to issue debt or shares of our common stock or other
equity instruments such as warrants. However, we may not be able to obtain
additional financing when needed, or if available, such financing may not be on
commercially reasonable terms. If we are unable to obtain financing when
needed, we may be forced to curtail our planned development, which would
negatively affect the value of your investment.
WE CURRENTLY DO NOT HAVE ANY CUSTOMERS AND IF WE CANNOT ATTRACT CUSTOMERS WE
WILL NOT GENERATE REVENUES AND OUR BUSINESS WILL FAIL.
As of November 14, 2011, we have had only one customer. We may not be able to
successfully attract other customers and in the event that we do attract
customers, we may not be able to maintain such customers and as a result, we
will not generate revenues and our business will fail. If our business fails,
you will lose all or part of your investment.
OUR ORIGINAL SHAREHOLDERS HAVE CONTROL OVER OUR POLICIES AND AFFAIRS AND THEY
MAY TAKE CORPORATE ACTIONS THAT COULD NEGATIVELY IMPACT OUR BUSINESS AND
STOCK PRICE.
Our original shareholder on November 14, 2011 owned approximately 75.8% of our
voting securities. The original shareholders will control our policies and
affairs and all corporate actions requiring shareholder approval, including the
election of directors. Additionally, these holdings may delay, deter or prevent
transactions, such as mergers or tender offers, that would otherwise benefit
investors.
WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN INCREASING COSTS AS WELL
AS A DECREASE IN OUR STOCK PRICE.
We intend to establish a customer base and develop new products for them.
To manage our anticipated growth, we must continue to improve our operational
and financial systems and expand, train, retain and manage our employee base
to meet new opportunities. Because of the registration of our securities, we
are subject to reporting and disclosure obligations, and we anticipate that we
will hire additional finance and administrative personnel to address these
obligations. In addition, the anticipated growth of our business will place a
significant strain on our existing managerial and financial resources. If we
cannot effectively manage our growth, our business may be harmed.
9
IF WE LOSE THE RESEARCH AND DEVELOPMENT SKILLS AND MANUFACTURING CAPABILITIES
OF OUR FOUNDER, OUR ABILITY TO ATTAIN PROFITABILITY MAY BE IMPEDED AND IF WE DO
NOT ATTAIN PROFITABILITY, OUR STOCK PRICE MAY DECREASE AND YOU COULD LOSE PART
OR ALL OF YOUR INVESTMENT.
Doug Clark founded our Company. He invested the necessary start-up costs from
his personal finances and he is our Certified Engineering Technician. In
addition, Mr. Clark has relationships with key suppliers. These relationships
with suppliers afford us access to valuable resources that help ensure product
availability on time that is competitively priced. Our success depends in large
part upon Mr. Clark 's contacts in this industry. If we were to lose the
benefit of his services, our ability to obtain materials at an affordable price
would be adversely affected which would have a negative impact on our
operations. We presently have no employment agreement with Mr. Clark.
WE WILL INCUR INCREASED COSTS AND DEMANDS UPON MANAGEMENT AS A RESULT OF
COMPLYING WITH THE LAWS AND REGULATIONS AFFECTING PUBLIC COMPANIES, WHICH
COULD HARM OUR OPERATING RESULTS.
As a public company, we will incur significant additional legal, accounting and
other expenses that we did not incur as a private company, including costs
associated with public company reporting requirements. We also will incur costs
associated with corporate governance requirements, including requirements under
Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules
implemented by the Securities and Exchange Commission ("SEC"). The expenses
incurred by reporting companies for reporting and corporate governance purposes
have increased dramatically in recent years. We expect these rules and
regulations to substantially increase our legal and financial compliance costs
and to make some activities more time-consuming and costly. We are unable to
currently estimate these costs with any degree of certainty. We also expect
these new rules and regulations may make it more difficult and more expensive
for us to obtain director and officer liability insurance, and we may be
required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage previously available. As a
result, it may be more difficult for us to attract and retain qualified
individuals to serve on our board of directors or as our executive officers.
Currently we do not have a system of checks and balances in place covering our
financial operations and investors will bear the economic risk associated with
the lack of such oversight.
BECAUSE WE DO NOT HAVE AN AUDIT COMMITTEE, SHAREHOLDERS WILL HAVE TO RELY ON
THE DIRECTORS, WHO ARE NOT INDEPENDENT, TO PERFORM THESE FUNCTIONS.
We do not have an audit or compensation committee comprised of independent
directors. These functions are performed by the board of directors as a whole.
The members of the Board of Directors are not independent directors. Thus,
there is a potential conflict in that the board members are also engaged in
management and participate in decisions concerning management compensation and
audit issues that may affect management performance.
TO DATE WE HAVE GENERATED $21,000 OF REVENUES FROM OPERATIONS SINCE INCEPTION
AND WE MAY HAVE ADDITIONAL CAPITAL REQUIREMENTS TO CONTINUE OUR OPERATIONS BUT
THEY MIGHT NOT BE AVAILABLE TO US ON FAVORABLE TERMS OR AT ALL, AND IF
UNAVAILABLE OUR ABILITY TO RUN OUR BUSINESS WILL BE IMPAIRED.
We have limited working capital. As a result, it may be impossible to expand
our operations. If we are unable to generate sufficient revenues to cover
operating expenses or raise additional funds after the twelve months or during
the twelve months should we determine to undertake additional projects, outside
of our current business plan, we will be unlikely to expand our business
operations.
10
RISKS RELATED TO OUR STOCK
OUR COMMON STOCK MAY BE DIFFICULT OR IMPOSSIBLE TO SELL YOUR SHARES FOR THE
FORESEEABLE FUTURE.
Our shares are listed on the Over-the-Counter Bulletin Board,
trading symbol IPRU.
"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT
WHICH MAY MAKE OUR STOCK LESS LIQUID AND MAKE IT HARDER FOR INVESTORS TO
BUY AND SELL OUR SHARES.
Trading in our securities is subject to the SEC's "penny stock" rules and
it is anticipated that trading in our securities will continue to be subject
to the penny stock rules for the foreseeable future. The SEC has adopted
regulations that generally define a penny stock to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. These rules require that any broker-dealer who recommends our
securities to persons other than prior customers and accredited investors
must, prior to the sale, make a special written suitability determination
for the purchaser and receive the purchaser's written agreement to execute
the transaction. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with
trading in the penny stock market. In addition, broker-dealers must disclose
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities they offer. The additional burdens
imposed upon broker-dealers by these requirements may discourage broker-dealers
from recommending transactions in our securities, which could severely limit
the liquidity of our securities and consequently adversely affect the market
price for our securities.
OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL SHARES OF
OUR COMMON STOCK AT OR ABOVE THE PRICE YOU PAID.
We cannot predict the extent to which a trading market will remain or how
liquid that market might become. The selling stockholders will sell their
shares at such prices and such times as they determine. It is possible that
they may not sell their shares at all. The selling stockholders will sell at
prevailing market prices or privately negotiated prices. The trading price of
our common stock is therefore likely to be highly volatile and could be subject
to wide fluctuations in price in response to various factors, some of which are
beyond our control. These factors include:
- Quarterly variations in our results of operations or those of our
competitors.
11
- Announcements by us or our competitors of acquisitions, new products,
significant contracts, commercial relationships or capital
commitments.
- The emergence of new sales channels in which we are unable to
compete effectively.
- Our ability to develop and market new and enhanced products on a
timely basis.
- Commencement of, or our involvement in, litigation.
- Any major change in our board or management.
- General economic conditions and slow or negative growth of related
markets.
In addition, the stock market in general has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of individual companies. These broad market and
industry factors may seriously harm the market price of our common stock,
regardless of our actual operating performance. In addition, in the past,
following periods of volatility in the overall market and the market price of
a company's securities, securities class action litigation has often been
instituted against these companies. This litigation, if instituted against us,
could result in substantial costs and a diversion of our management's attention
and resources.
WE MAY ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WOULD REDUCE INVESTORS'
PERCENTAGE OF OWNERSHIP, DECREASE THE VALUE OF INVESTORS' INVESTMENT AND MAY
DILUTE OUR SHARE VALUE.
Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares
of common stock and 1,000,000 shares of preferred stock. In the past, we have
been able to pay for some of the services we require through the issuance of
our common stock. We may continue to compensate our consultants and other
staff with common stock in order to preserve our cash for other uses. The
future issuance of authorized common stock may result in substantial dilution
in the percentage of our common stock held by our then existing stockholders.
The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the common
stock held by our investors, may decrease the value of our investors'
investment and might have an adverse effect on any trading market for our
common stock, if one ever exists.
WE DO NOT PLAN TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, AND, AS A RESULT,
STOCKHOLDERS WILL NEED TO SELL SHARES TO REALIZE A RETURN ON THEIR INVESTMENT.
We have not declared or paid any cash dividends on our capital stock since
inception. We intend to retain any future earnings to finance the operation
and expansion of our business and do not anticipate paying any cash dividends
in the foreseeable future. As a result, stockholders will need to sell shares
of common stock in order to realize a return on their investment, if any.
12
YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY
Our securities are subject to the penny stock rules, which apply generally to
equity securities with a price of less than $5.00 per share, other than
securities registered on certain national exchanges or quoted on the NASDAQ
system. The penny stock rules reduce the level of trading activity and the
secondary market for a security that becomes subject to the penny stock rules.
Therefore, investors may find it more difficult to sell their Shares.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On April 15, 2011, the Company repaid $30,000 of advances due to related party
by exchanging 30,000,000 shares of common stock with the Company's Chief
Executive Officer and majority shareholder.
On April 18, 2011, the Company issued a total of 5,000,000 shares of common
stock valued at $5,000 as compensation to a director and the Chief Financial
Officer.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the quarter ended September 30, 2011, we did not have any defaults upon
senior securities.
ITEM 4. Reserved
ITEM 5. OTHER INFORMATION.
On August 31, 2011, the Company filed a Form S-8 with the SEC registering
150,000,000 shares of the Company's common stock pursuant to the adoption of a
Stock Option Plan on August 30, 2011.
ITEM 6. EXHIBITS
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
3.1 Certificate of Incorporation, dated April 3, 2009 (included as
Exhibit 3.1 to the Form S-1 filed June 22, 2010, and incorporated
herein by reference).
3.2 Bylaws, dated April 3, 2009 (included as Exhibit 3.2 to the Form S-1
filed June 22, 2010, and incorporated herein by reference).
4.1 Specimen Stock Certificate (included as Exhibit 4.1 to the Form S-1
filed June 22, 2010, and incorporated herein by reference).
10.1 Innovative Product Opportunities Inc. Trust Agreement (included as
Exhibit 10.1 to the Form S-1 filed June 22, 2010, and incorporated
herein by reference).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350,as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Interactive Data Files for the Innovative Product Opportunities Inc.
Form 10Q for the period ended June 30, 2011
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
INNOVATIVE PRODUCTS OPPORTUNITIES INC.
Dated: October 27, 2011 By:/s/ Doug Clark
----------------------------
Doug Clark, Principal Executive Officer
President and Chairman of the Board
Dated: October 27, 2011 By:/s/ Robert McLean
----------------------------
Robert McLean, Principal Accounting Officer
14
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Doug Clark, certify that:
1. I have reviewed this quarterly report of
INNOVATIVE PRODUCTS OPPORTUNITIES INC.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: October 27, 2011
/s/ Doug Clark
----------------------------------------
By: Doug Clark
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert MacLean, certify that:
1. I have reviewed this quarterly report of
INNOVATIVE PRODUCTS OPPORTUNITIES INC.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: October 27, 2011
/s/ Robert MacLean
------------------------------------------
By: Robert MacLean
Chief Financial and Accounting Officer
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each
of the undersigned officers of INNOVATIVE PRODUCTS OPPORTUNITIES INC.,
a Delaware corporation (the "Company"), does hereby certify, to such
officer's knowledge, that:
The quarterly report on Form 10-Q for the quarter ended September 30,2011 (the
"Form 10-Q") of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the
information contained in the Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Doug Clark
----------------------------------------
By: Doug Clark
Chief Executive Officer
/s/ Robert MacLean
----------------------------------------
By: Robert MacLean
Chief Financial and Accounting Officer
October 27, 2011