-----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, BXkLdFdhhEqDwoHOI0wOZxOhd99HbHFbcC5po/AxVMA7dr/09PjMrs7COelXcrVm kBfguh5KGtEdA6wSIeUMHg== 0001157523-05-006180.txt : 20050718 0001157523-05-006180.hdr.sgml : 20050718 20050718143333 ACCESSION NUMBER: 0001157523-05-006180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050718 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27465 FILM NUMBER: 05959168 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 8-K 1 a4932354.txt INNOVATIVE SOFTWARE TECHNOLOGIES, INC. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2005 INNOVATIVE SOFTWARE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) California 000-1084047 95-4691878 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification Number) 100 North Tampa Street, Suite 2410, Tampa, Florida 33602 (Address of principal executive offices)(zip code) Telephone number of registrant, including area code: (813) 387 - 3310 ---------------------- Item 7.01 Regulation FD Disclosure. On June 30, 2005 the Company filed on Form 8-K notification that it had executed a mutual rescission agreement and release ("Rescission Agreement") with Lietz Development, Inc., and Sapphire of Tampa Bay, Inc, (collectively "Data Tech"), and Christopher Lietz, and Todd Lietz, (collectively the "Selling Stockholders") the effect of which was to rescind the earlier acquisition agreement between the parties (the "Asset Purchase Agreement") executed May 9, 2005. Subsequent to the closing of the Asset Purchase Agreement, the Company identified and/or discovered certain facts that constitute undisclosed liabilities or breaches of representation or warranty by Data Tech and the Selling Stockholders under the Asset Purchase Agreement. No portion of the Purchase Price or Performance Consideration (as defined in Section 1.4 of the Asset Purchase Agreement) had been paid by the Registrant in connection with the Asset Purchase Transaction. There were no penalties to either party with respect to the rescission. Currently Innovative Software Technologies, Inc. has no business operations. Our strategy is to engage in a business combination with a company that has operations. Such a transaction could include an acquisition of an operating business or a merger with another entity. However, there can be no assurances that the company will be able to succeed in identifying a candidate for such a transaction or, if such a candidate is identified, that such a transaction can be successfully negotiated. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements: not applicable. (c) Exhibits: the following exhibits are filed with this report: Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release of July 18, 2005 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INNOVATIVE SOFTWARE TECHNOLOGIES, INC. By: /s/ Peter M. Peterson --------------------------------------- Peter M. Peterson, Chairman and CEO Date: July 18, 2005 EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release of July 18, 2005 EX-99.1 2 a4932354ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Innovative Software Technologies, Inc. Announces Rescission of Recent Acquisition TAMPA, Fla.--(BUSINESS WIRE)--July 18, 2005--Innovative Software Technologies, Inc. ("IST") (OTCBB:INIV) and its IST Integrated Solutions, Inc. subsidiary ("IST Integrated"), executed a mutual rescission agreement and release with Lietz Development, Inc., and Sapphire of Tampa Bay, Inc., (collectively "Data Tech"), and Christopher Lietz, and Todd Lietz (collectively the "Selling Stockholders"), the effect of which was to rescind the earlier acquisition agreement between the parties (the "Asset Purchase Agreement") executed May 9, 2005. Subsequent to the closing of the Asset Purchase Agreement, the Company discovered certain facts that constituted undisclosed liabilities and/or breaches of representation or warranty by Data Tech and the Selling Stockholders under the Asset Purchase Agreement. No portion of the Purchase Price or Performance Consideration (as defined in Section 1.4 of the Asset Purchase Agreement) had been paid by the Company in connection with the Asset Purchase Transaction. There were no penalties to either party with respect to the rescission. Currently Innovative Software Technologies, Inc. has no business operations. Our strategy is to engage in a business combination with a company that has operations. Such a transaction could include an acquisition of an operating business or a merger with another entity. However, there can be no assurances that the company will be able to succeed in identifying a candidate for such a transaction or, if such a candidate is identified, that such a transaction can be successfully negotiated. CONTACT: Innovative Software Technologies, Inc., Tampa Christopher J. Floyd,, 813-387-3310, Fax 813-387-3311 investors@istsoftware.com -----END PRIVACY-ENHANCED MESSAGE-----