Mail Stop 4561

      						February 23, 2007


Philip Ellett
Innovative Software Technologies, Inc.
3998 FAU Blvd., Building 1-210
Boca Raton, Florida  33431

Re:	Innovative Software Technologies, Inc.
	Registration Statement on Form SB-2
      Filed February 12, 2007
      File No. 333-140596

Dear Mr. Ellett:

      We have conducted a limited review of your filing and have
the
following comments.    Where indicated, we think you should revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

	Please provide us with the information requested below.  In
addition, please consider disclosing this information in the
prospectus where appropriate.

General
1. Please provide us with the total dollar value of the securities
underlying the convertible notes that you have registered for
resale.
To calculate this amount, use the number of underlying securities
that you have registered for resale and the market price per share
for those securities on the date of the sale of the convertible
note.
2. Please provide us with a table showing the dollar amount of
each
payment (including the value of any payments to be made in common
stock) in connection with the transaction that you have made or
may
be required to make to any selling shareholder, any affiliate of a
selling shareholder, or any person with whom any selling
shareholder
has a contractual relationship regarding the transaction.  Include
any interest payments, liquidated damages, payments made to
finders
or placement agents, and any other payments or potential payments.
Please describe the material terms of each such payment.  Do not
include any repayment of principal on the convertible notes.

Further, please tell us the net proceeds to the issuer from the
sale
of the convertible notes and the total possible payments to all
selling shareholders and any of their affiliates in the first year
following the sale of convertible notes.
3. Please provide us with a tabular presentation of the total
possible profit the selling shareholders could realize as a result
of
the conversion discount for the securities underlying the
convertible
note, with the following information presented separately:
* the market price per share of the securities underlying the
convertible note on the date of the sale of the convertible note;
* the conversion price per share of the underlying securities on
the
date of the sale of the convertible note, calculated as follows:
- if the conversion price per share is set at a fixed price, use
the
price per share established in the convertible note; and
- if the conversion price per share is not set at a fixed price
and,
instead, is set at a floating rate in relationship to the market
price of the underlying security, use the conversion discount rate
and the market rate per share on the date of the sale of the
convertible note and determine the conversion price per share as
of
that date;
* the total possible shares underlying the convertible note
(assuming
no interest payments and complete conversion throughout the term
of
the note);
* the combined market price of the total possible number of shares
underlying the convertible note, calculated by using the market
price
per share on the date of the sale of the convertible note and the
total possible shares underlying the convertible note;
* the combined conversion price of the total possible number of
shares  underlying the convertible note, calculated by using the
conversion price on the date of the sale of the convertible note
and
the total possible  shares underlying the convertible note; and
* the total possible discount to the market price as of the date
of
the sale of the convertible note, calculated by subtracting the
combined conversion price on the date of the sale of the
convertible
note from the combined market price of the total number of shares
underlying the convertible note on that date.
If there are provisions in the convertible note that could result
in
a change in the price per share upon the occurrence of certain
events, please provide additional information in the table as
appropriate.  For example, if the conversion price per share is
fixed
unless and until the market price falls below a stated price, at
which point the conversion price per share drops to a lower price,
please describe these terms in the table.
4. Please provide us with a tabular presentation of the total
possible profit to be realized as a result of any conversion
discounts for securities underlying any other warrants, options,
notes, or other securities of the issuer that are held by the
selling
shareholders or any affiliates of the selling shareholders, with
the
following information presented separately:
* market price per share of the underlying securities on the date
of
the sale of that other security;
* the conversion/exercise price per share as of the date of the
sale
of that other security, calculated as follows:
- if the conversion/exercise price per share is set at a fixed
price,
use the price per share on the date of the sale of that other
security; and
- if the conversion/exercise price per share is not set at a fixed
price and, instead, is set at a floating rate in relationship to
the
market price of the underlying security, use the
conversion/exercise
discount rate and the market rate per share on the date of the
sale
of that other security and determine the conversion price per
share
as of that date;
* the total possible shares to be received under the particular
securities (assuming complete conversion/exercise);
* the combined market price of the total possible number of
underlying shares, calculated by using the market price per share
on
the date of the sale of that other security and the total possible
shares to be received;
* the  combined conversion price of the total possible number of
shares underlying that other security, calculated by using the
conversion price on the date of the sale of that other security
and
the total possible number of underlying shares; and
* the total possible discount to the market price as of the date
of
the sale of that other security, calculated by subtracting the
combined conversion/exercise price on the date of the sale of that
other security from the combined market price of the total number
of
underlying shares on that date.
5. Please provide us with a table showing:
* the gross proceeds paid or payable to the issuer in the
convertible
note transaction;
* all payments that have been made or that may be required to be
made
by the issuer that are disclosed in response to comment 2;
* the resulting net proceeds to the issuer; and
* the combined total possible profit to be realized as a result of
any conversion discounts regarding the securities underlying the
convertible notes and any other warrants, options, notes, or other
securities of the issuer that are held by the selling shareholders
or
any affiliates of the selling shareholders that is disclosed in
response to comments 3 and 4.
Further, please tell us - as a percentage - the total amount of
all
possible payments as provided in response to comment 2 and the
total
possible discount to the market price of the shares underlying the
convertible note as provided in response to comment 3, divided by
the
net proceeds to the issuer from the sale of the convertible notes,
as
well as the amount of that resulting percentage averaged over the
term of the convertible notes.
6. Please provide us with a table showing all prior securities
transactions between the issuer (or any of its predecessors) and
the
selling shareholders, any affiliates of the selling shareholders,
or
any person with whom any selling shareholder has a contractual
relationship regarding the transaction (or any predecessors of
those
persons).  Provide the following information separately for each
transaction:
* the date of the transaction;
* the number of shares of the class of securities subject to the
transaction that were outstanding prior to the transaction;
* the number of shares of the class of securities subject to the
transaction that were outstanding prior to the transaction and
held
by persons other than the selling shareholders, affiliates of the
company, or affiliates of the selling shareholders;
* the number of shares of the class of securities subject to the
transaction that were issued or issuable in connection with the
transaction;
* the percentage of total issued and outstanding securities that
were
issued or issuable in the transaction (assuming full issuance),
with
the percentage calculated by taking the number of shares issued
and
outstanding prior to the applicable transaction and held by
persons
other than the selling shareholders, affiliates of the company, or
affiliates of the selling shareholders, and dividing that number
by
the number of shares issued or issuable in connection with the
applicable transaction;
* the market price per share of the class of securities subject to
the transaction immediately prior to the transaction (reverse
split
adjusted, if necessary); and
* the current market price per share of the class of securities
subject to the transaction (reverse split adjusted, if necessary).
7. Please provide us with a table comparing:
* the number of shares outstanding prior to the convertible note
transaction that are held by persons other than the selling
shareholders, affiliates of the company, and affiliates of the
selling shareholders;
* the number of shares registered for resale by the selling
shareholders or affiliates of the selling shareholders in prior
registration statements;
* the number of shares registered for resale by the selling
shareholders or affiliates of the selling shareholders that
continue
to be held by the selling shareholders or affiliates of the
selling
shareholders;
* the number of shares that have been sold in registered resale
transactions by the selling shareholders or affiliates of the
selling
shareholders; and
* the number of shares registered for resale on behalf of the
selling
shareholders or affiliates of the selling shareholders in the
current
transaction.
In this analysis, the calculation of the number of outstanding
shares
should not include any securities underlying any outstanding
convertible securities, options, or warrants.
8. Please provide us with the following information:
* whether the issuer has the intention, and a reasonable basis to
believe that it will have the financial ability, to make all
payments
on the overlying securities; and
* whether - based on information obtained from the selling
shareholders - any of the selling shareholders have an existing
short
position in the company`s common stock and, if any of the selling
shareholders have an existing short position in the company`s
stock,
the following additional information:
- the date on which each such selling shareholder entered into
that
short position; and
- the relationship of the date on which each such selling
shareholder
entered into that short position to the date of the announcement
of
the convertible note transaction and the filing of the
registration
statement (e.g., before or after the announcement of the
convertible
note transaction, before the filing or after the filing of the
registration statement, etc.).
9. Please provide us with the following:
* a materially complete description of the relationships and
arrangements that have existed in the past three years or are to
be
performed in the future between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the
selling shareholders, or any person with whom any selling
shareholder
has a contractual relationship regarding the transaction (or any
predecessors of those persons), including a complete description
of
the rights and obligations of the parties in connection with the
sale
of the convertible notes; and
* copies of all agreements between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the
selling shareholders, or any person with whom any selling
shareholder
has a contractual relationship regarding the transaction (or any
predecessors of those persons) in connection with the sale of the
convertible notes.
If it is your view that such a description of the relationships
and
arrangements between and among those parties already is presented
in
the prospectus and that all agreements between and/or among those
parties are included as exhibits to the registration statement,
please provide us with confirmation of your view in this regard.
10. Please provide us with a description of the method by which
you
determined the number of shares you seek to register in connection
with this registration statement.  Please ensure that the number
of
shares registered in the fee table is consistent with the shares
listed in the "Selling Shareholders" section of the prospectus.

*  *  *  *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.


      Please contact Michael McTiernan at 202-551-3852 or me at
202-
551-3495 with any other questions.

      Sincerely,



      Elaine Wolff
      Branch Chief


cc:	Darrin Ocasio, Esq. (via facsimile)
Philip Ellett
Innovative Software Technologies, Inc.
February 23, 2007
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