-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHqdqgEXEdQ6ADef2lRZOd0cQqUTBEGUIpoPVP2xeOVdMjLPIvvaNkhADUnQ7iQc 56XWiwrhevXemga3yHruAQ== 0001144204-07-055842.txt : 20071023 0001144204-07-055842.hdr.sgml : 20071023 20071023162747 ACCESSION NUMBER: 0001144204-07-055842 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 GROUP MEMBERS: CANTARA (SWITZERLAND) SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVATIVE SOFTWARE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001084047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954691878 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79188 FILM NUMBER: 071185875 BUSINESS ADDRESS: STREET 1: 5072 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 801-371-0755 MAIL ADDRESS: STREET 1: 5072 NORTH 300 WEST CITY: PROVO STATE: UT ZIP: 84604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT INTERNATIONAL LTD CENTRAL INDEX KEY: 0001075643 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND BUSINESS PHONE: 41227917170 MAIL ADDRESS: STREET 1: 2 CHURCH STREET STREET 2: HAMILTON H 11 CITY: BERMUDA STATE: D0 ZIP: 00000 SC 13G 1 v091106_sc13g.htm
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 

SCHEDULE 13G
(RULE 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) 
 

 
INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

0001084047
(CUSIP Number)

OCTOBER 12, 2007
(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o   Rule 13d-1(b)

x   Rule 13d-1(c)

o   Rule 13d-1(d)

(Continued on following pages)

(Page 1 of 8 Pages)
 


 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Crescent International Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
                         (b)  x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Bermuda
NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY
 EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
6,000,000
6.
SHARED VOTING POWER
 
None.
7.
SOLE DISPOSITIVE POWER
 
6,000,000
8.
SHARED DISPOSITIVE POWER
 
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,000,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.15% (1)
12.
TYPE OF REPORTING PERSON: OO
 

 
 

 
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Cantara (Switzerland) SA
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o
                         (b)  x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Switzerland
NUMBER OF
SHARES
 BENEFICIALLY
OWNED BY
 EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
6,000,000
6.
SHARED VOTING POWER
 
None.
7.
SOLE DISPOSITIVE POWER
 
6,000,000
8.
SHARED DISPOSITIVE POWER
 
None.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,000,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.15% (1)
12.
TYPE OF REPORTING PERSON: OO
 
 
(1)
Based on 97,602,885 shares of common stock of the Issuer outstanding as of Friday, October 19, 2007, as indicated in an email correspondence from the Issuer’s Chief Financial Officer, Christopher J. Floyd, to the Reporting Person.
 
 
 

 

 
Item 1(a).
Name of Issuer.
 
 
Innovative Software Technologies, Inc. (“Innovative Software Technologies” or the “Issuer”)
   
Item 1(b).
Address of Issuer’s Principal Executive Offices.
 
 
911 Ranch Road 620 North, Ste. 204
Austin, TX 78734
   
Item 2(a).
Names of Person Filing.
 
  (i)
Crescent International Ltd. (“Crescent”)
  (ii) Cantara (Switzerland) SA (“Cantara”)

Item 2(b).
Address of Principal Business Office, or if none, Residence.
 
 
As to Crescent:
Clarendon House
2 Church Street
Hamilton H 11
Bermuda
 
As to Cantara:
84, av. Louis Casai
CH-1216 Cointrin, Geneva
Switzerland
 

 
Item 2(c).
Citizenship.
 
 
As to Crescent:  Bermuda
As to Cantara:    Switzerland
   
Item 2(d).
Title of Class of Securities.
 
 
Common Stock, par value $.001 per share (the “Common Stock”).
   
Item 2(e).
CUSIP Number.
 
 
0001084047
   
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
 
Not applicable.
   
Item 4.
Ownership.
   
  The information contained in Items 5 though 11 on the cover pages hereto is incorporated herein by reference. As of the date hereof, Crescent owns 6,000,000 shares of Common Stock and has the right to acquire additional shares of Common Stock upon the (a) conversion of a convertible debenture held by Crescent that was issued to it by the Issuer on December 22, 2006 (the “Debenture”) and (b) exercise of common stock purchase warrants held by Crescent that was issued to it by the Issuer on December 22, 2006 (the “Warrant”) However, the Warrants and the Debenture each contain a limitation prohibiting the exercise and conversion thereof to the extent that Crescent (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such exercise (subject to a waiver on not less than 61 days prior notice). Since Crescent currently beneficially owns 6.15% of the issued and outstanding Common Stock, the Warrants and Debenture are not currently exercisable and convertible, respectively, and have not been included in the calculations of the number of shares of Common Stock beneficially owned by Crescent or the number of issued and outstanding shares of Common Stock of the Issuer.

 
 

 
 
Crescent is a wholly owned subsidiary of IICG (Bahamas) Limited, a Bahamas corporation residing at Norfolk House, 10 Deveaux Street, Nassau, Bahamas.
   
 
Cantara is a wholly owned subsidiary of Faisal Finance (Luxembourg) SA (“FFL”), a Luxembourg corporation residing at 3, rue Alexandre Fleming L-1525 Luxembourg.
   
 
Cantara serves as the investment manager to Crescent, and as such has been granted investment discretion over investments including the Common Stock. As a result of its role as investment manager to Crescent, Cantara may be deemed to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of Common Stock held by Crescent. However, Cantara does not have the right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaims any ownership associated with such rights. Currently, Maxi Brezzi and Bachir Taleb-Ibrahimi, in their capacity as managers of Cantara, have delegated authority regarding the portfolio management decisions of Crescent with respect to the Innovative Software Technologies securities owned by Crescent. Neither of such persons has any legal right to maintain such delegated authority. As a result of such delegated authority, Messrs. Brezzi and Taleb-Ibrahimi may be deemed to be the beneficial owners of Common Stock held by Crescent. However, neither of Messrs. Brezzi or Taleb-Ibrahimi has any right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaim beneficial ownership of such shares of Common Stock.
   
  Accordingly, for the purposes of this Statement:
 
  (i)
Crescent is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, a total of 6,000,000 shares of Common Stock beneficially owned by it;
  (ii)
Cantara is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, a total of 6,000,000 shares of Common Stock beneficially owned by it.
 
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
 
 

 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Item 10.
Certification.
   
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect.
 


 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     
  Date: October 23, 2007
   
  CRESCENT INTERNATIONAL LTD.
   
  By: CANTARA (Switzerland) SA, as Attorney-in-Fact
      
  By:   /s/ Maxi Brezzi
  Name: Maxi Brezzi
  Title:Authorized Signatory
     
 
 
 
 
 
 
  By:   /s/Bachir Taleb-Ibrahimi
  Name: Bachir Taleb-Ibrahimi
  Title:Authorized Signatory
 
     
  CANTARA (SWITZERLAND) SA
 
 
 
 
 
 
  By:   /s/Maxi Brezzi 
  Name:Maxi Brezzi
  Title:Managing Director
     
 
 
 
 
 
 
  By:   /s/ Bachir Taleb-Ibrahimi
  Name: Bachir Taleb-Ibrahimi
  Title:Investment Manager
 
 


 
EXHIBIT A

AGREEMENT OF JOINT FILING

CRESCENT INTERNATIONAL LTD. and CANTARA (SWITZERLAND) SA agree that the Schedule 13G to which this Agreement is attached, and all future amendments to such Schedule13G, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the Securities Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
 
Date:October 23, 2007
   
     
CRESCENT INTERNATIONAL LTD.
 
By:  Cantara (Switzerland) SA, as Attorney-in-Fact    
     
By:  /s/ Maxi Brezzi
Name: Maxi Brezzi
Title:   Authorized Signatory
 
By:  /s/ Bachir Taleb-Ibrahimi
Name: Bachir Taleb-Ibrahimi
Title:   Authorized Signatory

CANTARA (SWITZERLAND) SA  
   
By:  /s/ Maxi Brezzi
Name: Maxi Brezzi
Title:   Managing Director

By:  /s/ Bachir Taleb-Ibrahimi
Name: Bachir Taleb-Ibrahimi
Title:   Investment Manager
 
 

 
 
-----END PRIVACY-ENHANCED MESSAGE-----