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 June 30, 2012

[ ] 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.)

28 Argonaut, Suite 140, Aliso Viejo, California 92656
---------------------------------------------------------
(Address of principal executive offices)

(347) 789-7131
---------------------
(Registrant's telephone number, including area code)

Not Applicable
---------------------
(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 [X] 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 August 14, 2012 the Issuer had 208,000,000 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 JUNE 30, 2012
(A Development Stage Enterprise)

TABLE OF CONTENTS
Page

PART I - FINANCIAL INFORMATION

Item 1 - Consolidated Balance Sheets (Unaudited) as of June 30, 2012
and December 31, 2011 ...........................................F1

Consolidated Statements of Operations (Unaudited) for the three and
six months ended June 30, 2012 and 2011 and from inception
(April 3, 2009) to June 30, 2012..................................F2

Consolidated Statements of Cash Flows (Unaudited) for the
six months ended June 30, 2012 and 2011 and from inception
(April 3, 2009) to June 30, 2012.................................F3

Notes to Consolidated Financial Statements (Unaudited)........F4-F10

Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................4

Item 3 - Quantitative and Qualitative Disclosures About Market Risk.........8

Item 4T - Controls and Procedures............................................9

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings..................................................9

Item 1A - Risk Factors.......................................................9

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.......14

Item 3 - Defaults Upon Senior Securities...................................15

Item 4 - Mine Safety Disclosures...........................................15

Item 5 - Other Information ................................................15

Item 6 - Exhibits..........................................................15

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.

Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
BALANCE SHEETS
(Unaudited)
June 30, December 31,
2012 2011
------------- ------------
ASSETS
Current assets
Cash $ 3,815 $ 6,642
Prepaid expenses 47,667 --
------------- ------------
Total current assets 51,482 6,642
------------- ------------
Total assets $ 51,482 $ 6,642
============= ============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities $ 11,064 $ 621
Notes payable 117,850 --
Due to related party 69,353 61,649
------------- ------------
Total current liabilities 198,267 62,270
------------- ------------
Total liabilities 198,267 62,270
------------- ------------
Stockholders' 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,
208,000,000 and 118,000,0000 shares
issued and outstanding as of June 30,2012
and December 31,2011, respectively 20,800 11,800

Additional paid-in capital 5,523,200 5,335,200
------------- ------------
Accumulated deficit during
development stage (5,640,645) (5,402,628)
------------- ------------
(96,645) (55,628)
Non-controlling interest (50,140) --
------------- ------------
Total stockholders' deficit (146,785) (55,628)
------------- ------------

Total liabilities and stockholders' deficit $ 51,482 $ 6,642
============= ============

The accompanying footnotes are an integral part of these consolidated 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 six months six months (April 3, 2009)
ended June 30, ended June 30 ended June 30 ended June 30 through
2012 2011 2012 2011 June 30 2012
=============== ============== ============== ============== ================

Sales $ 32,789 $ -- $ 44,644 $ -- $ 65,644
Cost of sales 615 -- 3,678 -- 3,678
-------------- ------------- ------------- ------------- ---------------
Gross profit 32,174 -- 40,966 -- 61,966
-------------- ------------- ------------- ------------- ---------------
Operating expenses
Bad debts -- -- -- 21,000 21,000
General and administrative 115,777 15,941 163,242 45,207 250,870
Stock-based compensation 149,333 -- 149,333 -- 5,464,333
-------------- ------------- ------------- ------------- ---------------
Total expenses 265,110 15,941 312,575 66,207 5,736,203
-------------- ------------- ------------- ------------- ---------------
Net operating loss (232,936) (15,941) (271,609) (66,207) (5,674,237)
-------------- ------------- ------------- ------------- ---------------
Other income (expense)
Gain on settlement of
accounts receivable -- -- -- -- 336,000
Other-than-temporary
impairment loss on
securities -- -- -- -- (124,950)
Loss on cancelation
of securities -- -- -- -- (211,050)
-------------- ------------- ------------- ------------- ---------------
-- -- -- -- --
-------------- ------------- ------------- ------------- ---------------

Net loss for the period (232,936) (15,941) (271,609) (66,207) (5,674,237)

Net loss attributable
to non-controlling interest 27,219 -- 33,592 -- 33,592
-------------- ------------- ------------- ------------- ---------------
Net loss attributable to
Innovative Products
Opportunities Inc. $ (205,717) $ (15,941) $ (238,017) $ (66,207) $ (5,640,645)
=============== ============== ============== ============== ================
Net loss attributed to
Innovative Products
Opportunities Inc. per
common share - basic $ 0.00 $ 0.00 $ 0.00 $ 0.00
=============== ============== ============== ==============
Weighted average number
of common shares
outstanding - basic 170,417,581 60,065,935 144,208,789 45,613,259

The accompanying footnotes are an integral part of these consolidated
financial statements.
F2

Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
From
Inception
(April 3
For the six For the six 2009)
months ended months ended through
June 30, 2012 June 30, 2011 June 30,2012
Cash flows from ------------- ------------- ------------
operating activities
attributable to Innovative
Product Opportunities Inc. $ (271,609) $ (66,207) $ (5,674,237)

Adjustments to reconcile
net loss to cash used in
operating activities
Shares issued to founder -- -- 2,000

Stock issued for services 149,333 5,000 5,464,333
Change in operating
assets and liabilities
(Increase)decrease in
accounts receivable -- 21,000 --

Increase in due from
related party (2,446) -- (2,446)

Increase in accounts payable
and accrued liabilities 10,444 (47) 11,065
------------- ------------- ------------
Net cash used in
operating activities (114,278) (40,254) (199,285)
------------- ------------- ------------
Cash flow from investing
activities Cash received
on acquisition of
Szar International, Inc. 696 -- 696

Proceeds from issuance of
common shares by
Szar International, Inc. 252 -- 252
------------- ------------- ------------
Net cash provided by
investing activities 948 -- 948
------------- ------------- ------------
Cash flow from
financing activities
Advances by related party 24,244 48,688 330,893

Repayment of advances
to related party (16,541) (20,000) (231,541)

Advance on notes payable 117,800 -- 117,800
Repayment of notes payable (15,000) -- (15,000)
------------- ------------- ------------
Net cash provided by
financing activities 110,503 28,688 202,152
------------- ------------- ------------
Net change in cash (2,827) (11,566) 3,815

Cash, beginning of the period 6,642 15,775 --
------------- ------------- ------------
Cash, end of the period $ 3,815 $ 4,209 $ 3,815
============= ============= ============
Supplemental disclosure of
non-cash investing and
financing activities
Prepayment of
compensation in stock $ 47,667 $ - $ 47,667
============= ============= ============
Conversion of due to
related party for
common stock $ -- $ 30,000 $ 30,000
============= ============= ============
Notes payable on
acquisition of
Szar International, Inc. $ 15,050 $ -- $ 15,050
============= ============= ============
Due to related party on
acquisition of Szar
International, Inc. $ 2,446 $ -- $ 2,446
============= ============= ============

The accompanying footnotes are an integral part of
these consolidated financial statements.

Innovative Product Opportunities Inc.
(A Development Stage Enterprise)
(Unaudited)

NOTES TO CONSOLIDATED 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. The Company is currently in the
development stage as defined in Financial Accounting Standards Board ("FASB")
Accounting Standard Codification ("ASC") 915. All activities of the Company to
February 29, 2012 relate to its organization and share issuances for services.

On March 1, 2012 the company entered into a license agreement with Szar
International, Inc. (dba Cigar & Spirits Magazine) ('Cigar & Spirits') and
moved offices to our new California address with Cigar and Spirits. The
agreement grants Innovative the right to market the products of Cigar & Spirits
including but not limited to the sales, promotion, and advertising vehicles of
the Magazine. There is no specific rent terms included in the license
agreement, but verbally they have agreed to allow IPRU to use their office
on an on-going basis free of additional charge.

The Company has determined that Cigar & Spirits is a Variable Interest
Entity and that Innovative Products Opportunities Inc. is the primary
beneficiary. As such, Cigar & Spirits has been consolidated into the
Company's financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited consolidated 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
consolidated financial statements should be read in conjunction with the
annual financial statements for the year ended December 31, 2011 of
Innovative Product Opportunities Inc. in our Form 10-K filed on March 30, 2012

The interim consolidated financial statements present the balance sheets,
statements of operations 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
June 30, 2012 and the results of operations 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.
F4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

GOING CONCERN

The Company's consolidated 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 June 30, 2012 and
December 31, 2011 of $(5,640,645) and $(5,402,628), 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.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its variable interest entity ("VIE") in which the Company is the primary
beneficiary. The Company has adopted the accounting standards for
non-controlling interests and reclassified the equity attributable to its
non-controlling interests as a component of equity in the accompanying
consolidated balance sheets. All significant intercompany balances and
transactions have been eliminated in consolidation.

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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 June 30, 2012 or which are
expected to impact future periods, that were not already adopted and disclosed
in prior periods.
F7

3. VARIABLE INTEREST ENTITY

Following is a description of our financial interests in a variable interest
entity that we consider significant, those for which we have determined that
we are the primary beneficiary of the entity and, therefore, have consolidated
the entity into our financial statements.

Szar International, Inc. (dba Cigar & Spirits Magazine) ('Cigar & Spirits')
- On March 1, 2012, we entered into a License Agreement with Cigar & Spirits.
Under the terms of the Agreement, we have the right to market the products of
Cigar & Spirits including but not limited to the sales, promotion and
advertising vehicles. We have agreed to pay a fee of 1.5% of all sales
generated plus a management fee of 1.5% based on the total monies paid for
employee salaries, benefits and commissions. The Company is responsible for all
expenses that relate to sales generated under the License Agreement. Cigar &
Spirits may at any time in its sole discretion, with sixty days prior notice,
terminate the agreement and revoke the license granted for any reason
whatsoever and upon such termination we will immediately stop using the Cigar
& Spirits trade names.

We have determined that we are the primary beneficiary of Cigar & Spirits as
our interest in the entity is subject to variability based on results from
operations and changes in the fair value. After February 29, 2012, all
operations of Cigar & Spirits are included in the License Agreement.

The results of operations for Cigar & Spirits have been included in the
financial statements of the Company. The Company did not pay consideration to
enter into the License Agreement. The acquisition has been accounted for
using the purchase method as follows:

Cash $ 696
Due to related party (2,446)
Notes payable (15,050)
Non-controlling interest 16,800
---------
$ -
=========

At June 30, 2012 our consolidated balance sheet recognizes current assets of
$2,856 and current liabilities of $52,995 related to our interests in Cigar &
Spirits. Our statement of operations recognizes sales of $44,644, cost of
sales of $3,678 and selling, general and administrative expenses of $74,558
related to our interest in Cigar & Spirits for the period from March 1, 2012
to June 30, 2012. Additionally during the period from March 1, 2012 to
June 30, 2012, the Company received $252 in proceeds from issuance of common
shares by Szar International, Inc.

NOTE 4 - NOTES PAYABLE
On February 22, 2012, the company issued two promissory notes in the value of
$11,250 each for value received. These notes bear no interest and are payable
on demand by the note holders.

On March 6, 2012, the company issued two promissory notes in the value of
$2,500 each for value received. These notes bear no interest and are payable
on demand by the note holders.

On May 1, 2012, the company issued a promissory note in the value of $12,500
for value received. These notes bear no interest and are payable on demand by
the note holder.

On May 10, 2012, the company issued a promissory note in the value of $12,500
for value received. These notes bear no interest and are payable on demand by
the note holder.

On May 31, 2012, the company issued a promissory note in the value of $32,000
for value received. In May 2012, a total of $15,000 was paid back. These notes
bear no interest and are payable on demand by the note holder.

During the period from April 1, 2012 to June 30, 2012, Cigar & Spirits received
advances of $33,300. The balances are non-interest bearing, unsecured and have
no specified terms of repayment.

As of June 30, 2012 and December 31, 2011 notes payable of $117,850 and $0,
respectively, were outstanding. The balances are non-interest bearing,
unsecured and have no specified terms of repayment.

NOTE 5 - RELATED PARTY TRANSACTIONS
As of June 30, 2012 and December 31, 2011 advances of $69,352 and $61,649,
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 6 - 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 3, 2009, the Company issued 20,000,000 shares of its common stock to
its founder and Chief Executive Officer at $0.0001 per share to reimburse $459
of incorporation costs and to pay $1,541 in exchange for services rendered to
the Company. Total incorporation costs and services of $2,000 are recorded as
general and administrative expenses in the statement of operations. The fair
value of the shares was determined by management of the Company on the date of
issue of the stock grant. On April 3, 2009, the shares of the Company were not
trading and there were no arm's length transactions in the Company shares with
an independent party. As such, a quoted market price or a recent transaction
in the Company shares was not available to estimate fair value. On the date of
issue of the stock grant, the Company was recently formed or in the process of
being formed and possessed no assets. The fair value of the Company shares was
estimated to be equal to the par value of $0.0001 per share of the Company's
common stock.

The tax years 2011, 2010 and 2009 remain open to examination by the major
taxing jurisdictions in which the Company operates. The Company expects no
material changes to unrecognized tax positions within the next twelve months.

On April 16, 2012, the Company issued 60,000,000 shares of common stock valued
at $150,000 with $116,667 expensed during the three months ended June 30, 2012
and $33,333 included in prepaid expenses at June 30, 2012 for compensation for
business development, consulting, design and technical services. The services
are valued based on the closing price of $0.0038 per share for the shares of
common stock exchanged for the services.

On June 21, 2012, the Company issued 30,000,000 shares of common stock valued
at $54,000 as compensation for business development and consulting services.
The services are valued based on the closing price of $0.0018 per share for
the shares of common stock exchanged for the services.

F10

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 30, 2012 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 30, 2012.

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 service only
product development firm to meet the needs of new and emerging product ideas
available for sale today and in the future. 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 to startup and development stage companies.

On March 1, 2012, we entered into a License Agreement with
Szar International, Inc. (dba Cigar & Spirits Magazine) ('Cigar & Spirits').
Under the terms of the Agreement, we have the right to market the products of
Cigar & Spirits including but not limited to the sales, promotion and
advertising vehicles. We have agreed to pay a fee of 1.5% of all sales
generated plus a management fee of 1.5% based on the total monies paid for
employee salaries, benefits and commissions. The Company is responsible for
all expenses that relate to sales generated under the License Agreement.
Cigar & Spirits may at any time in its sole discretion, with sixty days prior
notice, terminate the agreement and revoke the license granted for any reason
whatsoever and upon such termination we will immediately stop using the
Cigar & Spirits trade names.

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,
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.

CONSOLIDATION

Management's determination of the appropriate accounting method with respect
to the Company's variable interests is based on accounting standards for
VIEs issued by the Financial Accounting Standards Board ("FASB"). The Company
consolidates any VIEs in which it is the primary beneficiary and discloses
significant variable interests in VIEs of which it is not the primary
beneficiary, if any.
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.

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 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 quarter ended June 30, 2012 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 SIX MONTHS ENDED JUNE 30, 2012 AND 2011
AND FROM INCEPTION (APRIL 3, 2009) THROUGH JUNE 30, 2012.

REVENUES
Our revenue for the three and six months ended June 30, 2012 was $32,789 and
$44,644, respectively, compared to $0 and $0 for the three and six months
ended June 30, 2011. Our revenue from inception (April 3, 2009) through
June 30, 2012 was $65,644. The increase in revenues was a result of the License
Agreement with Szar International, Inc. (dba Cigar & Spirits Magazine)
('Cigar & Spirits') on March 1, 2012. As a result of the License Agreement,
the Company has determined that it is the primary beneficiary of Cigar &
Spirits, a Variable Interest Entity, and Cigar & Spirits has been fully
consolidated in our financial statements.

COSTS OF GOODS SOLD
Our cost of sales for the three and six months ended June 30, 2012 was $615
and $3,678, respectively, compared to $0 and $0 for the three and six months
ended June 30, 2011. Our revenue from inception (April 3, 2009) through
June 30, 2012 was $3,678. The increase in cost of sales was directly related
to the sales associated with the License Agreement with Cigar & Spirits.

GENERAL AND ADMINISTRATIVE EXPENSES
Our general and administrative expense for the three and six months ended
June 30, 2012 was $115,777 and $163,242, respectively, compared to $15,941
and $45,207 for the three and six months ended June 30, 2011. The expenses
can be primarily attributed to our need to pay for professional fees and our
transfer agent and for the operations of Cigar & Spirits. The increase in
general and administration expenses was primarily the result of the additional
expenses incurred through Cigar & Spirits. During the three months ended
June 30, 2012, we issued 90,000,000 shares of common stock of the Company
valued at $197,000 for business development, consulting, design and
technical services, of which $47,667 was recorded as prepaid for the services
rendered in July 2012. In addition, we incurred bad debt expense of $21,000 for
the three month period ended March 31, 2011.

NET INCOME/LOSS
Our net loss for the three and six months ended June 30, 2012 was $232,936 and
$271,609, respectively, compared to $15,941 and $66,207 for the three and six
months ended June 30, 2011. Our losses during the periods ended June 30, 2012
is due to costs associated with professional fees, our transfer agent and the
operation of Cigar and Spirits as described above.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY
As of June 30, 2012, we had total current assets of $51,482 and total current
liabilities of $198,267, resulting in a working capital deficit of $(146,785).
At the end of the quarterly period ending June 30, 2012, we had cash of $3,815.
Our cash flows from operating activities for the six months ended June 30, 2012
resulted in cash used of $114,278. Our current cash balance and cash flow from
operating activities will not be sufficient to fund our operations. Our cash
flow from investing activities for the six months end June 30, 2012 was $948
and our cash flow from financing activities for the six months ended
June 30, 2012 was $110,503. The Company has an accumulated deficit during
development stage at June 30, 2012 and December 31, 2011 of $(5,640,645) and
$(5,402,628), 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.
8

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 not 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 June 30, 2012 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
AND WE MAY NEVER 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.
9

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.

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
June 30, 2012, we have an accumulated deficit during the development stage of
$(5,640,645). 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.

Up to February 29, 2012, we have had only one customer. On March 1, 2012, we
entered into a License Agreement with Szar International, Inc. (dba Cigar &
Spirits Magazine), a variable interest entity that we consider significant,
for which we have determined that we are the primary beneficiary of the entity
and, therefore, have consolidated the entity into our financial statements.
As a result of the License Agreement, we recorded $44,644 of revenue for the
four month period ended June 30, 2012. 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 August 14, 2012 owned approximately 24% 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.

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 $65,644 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.

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.

- 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.

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.

Not applicable.
14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

During the quarter ended June 30, 2012, we did not have any defaults upon
senior securities.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION.
Not applicable.

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.

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: August 14, 2012 By:/s/ Doug Clark
----------------------------
Doug Clark, Principal Executive Officer
President and Chairman of the Board

Dated: August 14, 2012 By:/s/ Robert McLean
----------------------------
Robert McLean, Principal Accounting Officer