U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED FORM 8-K/(A)
CURRENT REPORT
UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 15, 2002
(Date of earliest event reported)
Innovative Software Technologies, INC.
(Exact name of small business issuer as Specified in its Charter)
California
(State or Other Jurisdiction of Incorporation)
000-1084047
(Commission File Number)
95-4691878
(IRS Employer Identification No.)
112 Northwest Parkway, Riverside, MO 64150
(Address of Principal Executive Offices)
(816) 584-8030
(Registrant's Telephone Number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 4, 2002, Innovative Software Technologies, Inc., a California
corporation (the "Company" or "Registrant"), consummated the acquisition
effective as of December 31, 2001 of all the outstanding common stock of Energy
Professional Marketing Group, Inc. for a combination of 1,500,000 million of the
Company's Series A preferred stock having a stated value of $1 per share, and
3,529,412 shares of the Company's common stock having an aggregate market price
of $12,000,000 on the closing date. All of the outstanding common stock of
Energy Professional Marketing Group, Inc.(EPMG) was held by two individuals,
Ethan Andrew Willis and James Randolph Garn.
In connection with the acquisition, fifty percent of the Innovative common stock
issued in this transaction has been placed in escrow and will be released upon
the Company's achievement of three performance milestones related to future
sales levels of the combined entities as referenced above as part of this
acquisition.
The holders of the shares of Series A Preferred shall be entitled to receive
dividends at the rate of 4% per annum of the liquidation preference per share
payable yearly in fully paid and non-assessable shares of the Corporation's
common stock.
The Series A Preferred shall, at the option of the holder thereof, at any time
and from time to time, be convertible into that number of fully paid and
non-assessable shares of the common stock of the Corporation, equal to the par
value of the shares of Series A Preferred Stock being converted plus accrued but
unpaid dividends, divided by 95% of the Market Price of the Corporation's common
stock at the time of conversion. Subject to the provisions of (d) and (e),
below, in no event shall the holders of the Class A Preferred Stock be entitled
to receive more than 3,000,000 shares of common stock upon conversion of the
Series A Preferred Stock. The conversion right of the holders of Series A
Preferred Stock shall be exercised by the surrender of the certificates
representing shares to be converted to the Corporation or its transfer agent for
the Series A Preferred, accompanied by written notice electing conversion.
Immediately prior to the close of business on the date the Corporation receives
written notice of conversion, each converting holder of Series A Preferred shall
be deemed to be the holder of record of common stock issuable upon conversion of
such holder's Series A Preferred notwithstanding that the share register of the
Corporation shall then be closed or that certificates representing such common
stock shall not then be actually delivered to such person. When shares of Series
A Preferred are converted, all accumulated and unpaid dividends (whether or not
declared or currently payable) on the Series A Preferred so converted, to and
not including the conversion date, shall be due and payable. The description of
the Series A Preferred set forth herein is qualified in its entirety by
reference to the Certificate of Designation, which is incorporated herewith as
Exhibit 2.2.
Based in Orem, Utah, EPMG markets technology and training applications in the
areas of personal finance and small business Internet development. They also
develop web-based applications for small to mid-size companies across a broad
range of industries. The technology they provide enables organizations to
effectively transform their business to the web by bringing together multiple
applications within a particular supply chain to one standard platform.
Seller is not affiliated with Innovative Software Technologies, Inc. nor with
any of Innovative Software Technologies, Inc. subsidiaries. The description of
the acquisition transaction set forth herein is qualified in its entirety by
reference to the Stock Purchase Agreement, which is incorporated herewith as
Exhibit 2.1.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Not applicable
ITEM 6. RESIGNATION OF DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired as of and for the years ended
December 31, 2001 and 2000.
Independent Auditors' Report
(b) Pro Forma Financial information
Pro forma Consolidated Statement of Operations for the Year Ended
December 31, 2001
Pro Forma Consolidated Condensed Balance Sheet as of December 31, 2001,
including EMPG, Inc. transaction
(c) Exhibits
*2.1 Stock Purchase Agreement by and among EPMG, Inc. and Innovative Software
Solutions, Inc.
2.2 Certificate of Designation Series A preferred stock
* Incorporated by reference
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 11, 2002 Innovative Software Technologies, INC.
By: /s/ Douglas Hackett
-----------------------
Douglas Hackett
ENERGY PROFESSIONAL MARKETING GROUP, INC.
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 2001 AND 2000
C O N T E N T S
Page
----
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
BALANCE SHEETS 3
STATEMENTS OF EARNINGS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENTS OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Energy Professional Marketing Group, Inc.
We have audited the accompanying balance sheets of Energy Professional Marketing
Group, Inc. as of December 31, 2001 and 2000, and the related statements of
earnings, stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Energy Professional Marketing
Group, Inc. as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
By: /s/ Grant Thornton, LLP
- ---------------------------
Grant Thornton, LLP
Provo, Utah
February 15, 2002
1
FINANCIAL STATEMENTS
2
Energy Professional Marketing Group, Inc.
BALANCE SHEETS
December 31,
ASSETS
2001 2000
-------- --------
CURRENT ASSETS
Cash $147,227 $ 45,605
Accounts receivable, trade 1,458 18,056
Prepaid expenses and other current assets 6,571 8,591
-------- --------
Total current assets 155,256 72,252
PROPERTY AND EQUIPMENT, NET 22,450 27,911
-------- --------
$177,706 $100,163
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 32,589 $ --
Accrued expenses and other current liabilities 120,049 10,916
-------- --------
Total current liabilities 152,638 10,916
COMMITMENTS -- --
STOCKHOLDERS EQUITY
Common stock, $20 par value, 1,000 shares issued
and outstanding at December 31, 2001 and 2000 20,000 20,000
Additional paid-in capital 5,068 64,240
Retained earnings -- 5,007
-------- --------
25,068 89,247
-------- --------
$177,706 $100,163
======== ========
The accompanying notes are an integral part of these statements.
3
Energy Professional Marketing Group, Inc.
STATEMENTS OF EARNINGS
Year ended December 31,
2001 2000
---------- ----------
Revenues, net $4,431,402 $ 605,914
Cost of revenues 2,365,173 --
---------- ----------
Gross profit
2,066,229 605,914
Selling expenses 582,792 76,496
General and administrative expenses 1,203,644 493,183
---------- ----------
Total operating expenses
1,786,436 569,679
---------- ----------
Income from operations
279,793 36,235
Other income, net 4,368 29,865
---------- ----------
Net earnings
$ 284,161 $ 66,100
========== ==========
The accompanying notes are an integral part of these statements.
4
Energy Professional Marketing Group, Inc.
STATEMENT OF STOCKHOLDERS' EQUITY
Years ended December 31, 2001 and 2000
Common Additional Total
stock paid-in Retained stockholders'
($20 par) capital earnings equity
--------- --------- --------- ---------
Balance, January 1, 2000 $ 20,000 $ 2,264 $ 87,827 $ 110,091
Capital contributions from stockholders -- 61,976 -- 61,976
Net earnings -- -- 66,100 66,100
Distributions to stockholders -- -- (148,920) (148,920)
--------- --------- --------- ---------
Balance, December 31, 2000 20,000 64,240 5,007 89,247
Net earnings -- -- 284,161 284,161
Distributions to stockholders -- (59,172) (289,168) (348,340)
--------- --------- --------- ---------
Balance, December 31, 2001 $ 20,000 $ 5,068 $ -- $ 25,068
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
5
Energy Professional Marketing Group, Inc.,
STATEMENTS OF CASH FLOWS
Year ended December 31,
2001 2000
--------- ---------
Increase (decrease) in cash
Cash flows from operating activities
Net earnings $ 284,161 $ 66,100
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization 14,338 7,765
Provision for sales returns 100,000 --
Change in assets and liabilities
Accounts receivable, trade 16,598 3,262
Prepaid expenses and other current assets 2,020 (8,191)
Accounts payable 32,589 --
Accrued expenses and other current liabilities 9,133 10,916
--------- ---------
Net cash provided by
operating activities 458,839 79,852
--------- ---------
Net cash used in investing activities -
Purchase of property, plant and equipment (8,877) (34,666)
--------- ---------
Cash flows from financing activities
Stockholders' contributions -- 61,976
Distributions to stockholders (348,340) (148,920)
--------- ---------
Net cash used in
financing activities (348,340) (86,944)
--------- ---------
Net increase (decrease) in cash 101,622 (41,758)
Cash at beginning of year 45,605 87,363
--------- ---------
Cash at the end of the year $ 147,227 $ 45,605
========= =========
The accompanying notes are an integral part of these statements
6
NOTE A - COMPANY DESCRIPTION
Energy Professional Marketing Group, Inc. (the "Company"), incorporated
on September 9, 1999, is a technology marketing company specializing in
product fulfillment and technology database marketing. The Company
markets technology and training applications in the areas of personal
finance and small business Internet development. They also develop
web-based applications for small to mid-size companies across a broad
range of industries.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents.
At December 31, 2001, $59,155 of cash was held by certain financial
institutions to secure certain of the Company's merchant accounts.
2. Revenue Recognition
The Company recognizes revenue upon the shipment of the product or
fulfillment of a service. In most cases this occurs the same day payment
is received from customers. The Company reserves for sales returns and
allowances based on historical experience. During 2000, the Company did
not directly collect payment and did not provide fulfillment on sales;
consequently, only the actual payments received were recorded as revenue.
3. Depreciation
Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives,
generally three to five years, using the straight-line method.
4. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from
those estimates.
5. Advertising Costs
Advertising and promotion costs are expensed as incurred. Advertising
costs charged against income for the year ended December 31, 2001 and
2000 were $8,251 and $1,000, respectively.
7
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
6. Income taxes
The shareholders of the Company have elected "S" corporation status under
applicable sections of the Internal Revenue Code and the Utah Tax Revenue
Code. Accordingly, for both federal and state income tax purposes, the
taxable income or loss is passed through to the shareholders, and no
provision or credit for federal or state taxes is included in the
financial statements. Had such taxes been payable by the Company, they
would have approximated $105,000 and $25,000 in 2001 and 2000,
respectively.
7. Recent Accounting Pronouncements
On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, Business
Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is
effective for all business combinations completed after June 30, 2001.
SFAS 142 is effective for fiscal years beginning after December 15, 2001;
however, certain provisions of this Statement apply to goodwill and other
intangible assets acquired between July 1, 2001 and the effective date of
SFAS 142. Major provisions of these Statements and their effective dates
for the Company are as follows:
o All business combinations initiated after June 30, 2001 must use
the purchase method of accounting. The pooling of interest method
of accounting is prohibited except for transactions initiated
before July 1, 2001.
o Intangible assets acquired in a business combination must be
recorded separately from goodwill if they arise from contractual
or other legal rights or are separable from the acquired entity
and can be sold, transferred, licensed, rented or exchanged,
either individually or as part of a related contract, asset or
liability.
o Goodwill, as well as intangible assets with indefinite lives,
acquired after June 30, 2001, will not be amortized. Effective
January 1, 2002, all previously recognized goodwill and intangible
assets with indefinite lives will no longer be subject to
amortization.
o Effective January 1, 2002, goodwill and intangible assets with
indefinite lives will be tested for impairment annually and
whenever there is an impairment indicator.
o All acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting.
Although it is still reviewing the provisions of these Statements,
management's preliminary assessment is that these Statements will not
have a material impact on the Company's financial statements.
8
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and consists of the following
at December 31, 2001 and 2000:
2001 2000
---------------- --------------
Machinery and Equipment $ 28,177 $ 20,025
Furniture and Fixtures 16,376 15,651
---------------- --------------
44,553 35,676
Accumulated depreciation (22,103) (7,765)
---------------- --------------
$ 22,450 $ 27,911
================ ==============
Depreciation for the years ended December 31, 2001 and 2000 was $14,338
and $7,765 respectively.
NOTE D - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consists of the following
at December 31, 2001 and 2000:
2001 2000
---------------- --------------
Salaries and wages payable $ 7,686 $ 10,916
Commissions payable 12,174 -
Reserve for sales returns 100,000 -
Other 189 -
---------------- --------------
$ 120,049 $ 10,916
================ ==============
NOTE E - COMMITMENTS
In 2001, the Company has entered into operating leases for office space.
Future minimum lease payments under these operating leases as of December
31, 2001 are as follows:
Year ending December 31,
2002 $ 8,400
2003 4,500
Thereafter -
------------
$ 12,900
============
Rent expense for the year ended December 31, 2001 and 2000 was $48,160
and $16,747, respectively.
9
NOTE F - SUBSEQUENT EVENTS
Acquisition by Innovative Software Technologies, Inc.
Effective as of the end of business December 31, 2001, the Company was
acquired by Innovative Software Technologies, Inc. (Innovative); a Kansas
City based global software company specializing in the aggregation and
distribution of business-to-business and business-to-consumer eService
platforms and products.
In connection with the acquisition, the Company's shareholders exchanged
100% of their stock in the Company for 1,500,000 shares of Innovative
preferred stock, having a stated value of $1 per share, and 3,529,412
shares of Innovative common stock, having an aggregate market price of
$12,000,000 on the closing date. Fifty percent of the Innovative common
stock issued in this transaction has been placed in escrow and will be
released upon the Company's achievement of three performance milestones
related to future sales levels.
The acquisition described above was accounted for as a purchase
transaction and accordingly, the results of operations and financial
condition of the Company are included in Innovative's consolidated
financial statements only after the date of acquisition.
Employment Agreements
On December 31, 2001, the Company entered into employment agreements with
two officer/shareholders of the Company. The employment agreements expire
on January 1, 2007 and provide for allowances, benefits, bonuses and, in
addition, an annual salary for each of the two officer/shareholders of
$100,000. The agreements are unilaterally terminable for cause as defined
in the agreements.
10
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
The following unaudited pro forma consolidated statements of operations for the
year ended December 31, 2001 gives effect to (i) the acquisition on December 31,
2001 of all the outstanding common stock of Energy Professional Marketing Group,
Inc. in exchange for a combination of 1,500,000 million shares of Innovative
Software Technologies, Inc's Series A preferred stock having a stated value of
$1 per share and 3,529,412 shares of Innovative's common stock have an aggregate
market value of $12,000,000 on the closing date. The following unaudited pro
forma consolidated statement of operations for the year ended December 31, 2001
gives effect to the aforementioned transaction as if the transaction had
occurred on January 1, 2001. The following unaudited pro forma financial data
may not be indicative of what the results of operations or financial position of
Innovative Software Technologies, Inc. would have been, had the transactions to
which such data gives effect been completed on the date assumed, nor are such
data necessarily indicative of the results of operations or financial position
of Innovative Software Technologies, Inc. that may exist in the future. The
following unaudited pro forma information should be read in conjunction with the
notes thereto, the other pro forma financial statements and notes thereto, and
the consolidated financial statements and notes of Innovative Software
Solutions, Inc. as of December 31, 2000 and for each of the two years in the
period then ended appearing in the Company's Form 10-KSB and the historical
financial statements of Energy Professional Marketing Group, Inc. appearing
elsewhere in this filing.
11
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2001
Innovative
Software
EPMG, Tech. Pro Forma Pro Forma
Inc. Inc. Adjustments Consolidated
------------ ------------ ------------ ------------
Net sales $ 4,431,402 $ 1,018,278 $ -- $ 5,449,680
Cost of sales 2,365,173 -- -- 2,365,173
------------ ------------ ------------ ------------
Gross profit 2,066,229 1,018,278 3,084,507
Selling, general and administrative 1,786,436 1,012,043 170,000 2,968,479
------------ ------------ ------------ ------------
Operating income 279,793 6,235 (170,000)(3) 116,028
------------ ------------ ------------ ------------
Other income 4,368 -- -- 4,368
------------ ------------ ------------ ------------
Income from operations before
income tax expense 284,161 6,235 -- 120,396
Income tax expense (benefit) -- 2,534 37,787 (2) (40,321)
------------ ------------ ------------ ------------
Net income 284,161 3,701 (207,787) 80,075
Preferred stock dividend -- -- (63,158)(4) (63,158)
------------ ------------ ------------ ------------
Income Available to
Common Shareholders $ 284,161 3,701 (270,945) 16,917
============ ============ ============ ============
Net income per common share: -- -- -- $ .00 (1)
============ ============ ============ ============
Weighted average number of
common shares outstanding -- -- -- 49,301,452
============ ============ ============ ============
12
Notes to Unaudited Pro Forma Consolidated Statement of Operations Adjustments
The Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended
December 31, 2001 has been adjusted to reflect the following:
(1) For purpose of determining pro forma earnings per share, the issuance of
3,529,412 shares of unregistered shares of common stock to affect the
acquisition of Energy Professional Marketing Group, Inc. was assumed to be
outstanding from January 1, 2001 by Innovative Software Technologies, Inc.
(2) The Company's pro forma tax provision reflects an effective tax rate of 40%
considering federal and state income taxes net of the effect of certain
non-deductible costs principally related to acquisitions consummated.
(3) For the purpose in determining Selling, general and administrative expense,
the employment agreements entered into with two officer/shareholders as of
December 31, 2001, were assumed to be effective as of January 1, 2001, with
each being paid $100,000 annually, net of actual wages paid.
(4) For the purpose in determining net income per common shareholder, it was
assumed the holders of the shares of Series A Preferred received dividends
at the rate of 4% per annum of the liquidation preference per share payable
yearly in fully paid and non-assessable shares of the Corporation's common
stock divided by 95% of the Market Price of the Corporation's common stock
at the time of conversion.
13
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2001
Energy Innovative
Professional Software
Marketing Technologies Pro Forma Pro Forma
Group, Inc. Inc. Adjustments Consolidated
------------ ------------ ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 147,227 $ 135,080 $ -- $ 282,307
Accounts receivable 1,458 47,934 49,392
Investment in subsidiary -- 25,068 (25,068) --
Marketable Securities -- 549,896 -- 549,896
Prepaid expenses 6,571 -- -- 6,571
Other receivables -- 2,543 -- 2,543
Deferred income taxes -- 850 --
------------ ------------ ------------ ------------
850
Total current assets 155,256 761,371 (25,068) 891,559
------------ ------------ ------------ ------------
Property and equipment, net 22,450 39,602 -- 61,512
------------ ------------ ------------ ------------
Goodwill -- 13,549,932 -- 13,549,932
Other assets -- 23,810 -- 23,810
Deferred income taxes - Non-current -- 3,042 -- 3,042
Deposit -- 4,491 -- 4,491
------------ ------------ ------------ ------------
Total Assets $ 177,706 $ 14,381,708 $ (25,068) $ 14,534,346
============ ============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and
Accrued expenses $ 152,638 $ 99,551 $ -- $ 252,189
Deferred tax liability -- 38 -- 38
------------ ------------ ------------ ------------
Total current liabilities 152,638 99,589 -- 252,227
------------ ------------ ------------ ------------
Deferred tax liability - Non-current $ -- $ 134 $ -- $ 134
------------ ------------ ------------ ------------
Total liabilities 152,638 99,723 -- 252,361
------------ ------------ ------------ ------------
Commitments and contingencies -- -- -- --
Stockholders' equity:
Preferred stock - Series A -- 1,850,000 -- 1,850,000
Preferred stock - Series B -- 248,491 -- 248,491
Common stock 20,000 48,285 (20,000) 48,285
Additional paid-in capital 5,068 12,626,679 (5,068) 12,626,679
Unrealized loss on
available for sale Securities -- (204,354) -- (204,354)
(Accumulated deficit) retained earnings -- (287,116) -- (287,116)
------------ ------------ ------------ ------------
Total stockholders' equity 25,068 14,281,985 (25,068) 14,281,985
------------ ------------ ------------ ------------
Total liabilities and
stockholders' equity $ 177,706 $ 14,381,708 $ (25,068) $ 14,534,346
============ ============ ============ ============
14
Notes to Condensed Consolidated Balance Sheet
The Condensed Consolidated Balance Sheet as of December 31, 2001
including the transaction between Innovative Software Technologies, Inc.
and EPMG, Inc. described as follows:
(1) Effective on December 31, 2001, the Company purchased all of the
outstanding shares of Energy Professional Marketing Group, Inc., a
technology marketing company specializing in product fulfillment for
outside vendors and technology and database marketing, based in Orem,
UT. In connection with the acquisition, the Company issued 1,500,000
shares of Series A preferred stock, having a stated value of $1 per
share, and 3,529,412 shares of common stock, having an aggregate
market price of $12,000,000 on the closing date. Fifty percent of the
Innovative common stock issued in this transaction has bas been
placed in escrow and will be released upon the Company's achievement
of three performance milestones related to future sales levels. The
acquisition described above was accounted for as a purchase
transaction, and, accordingly, the results of operations and
financial condition of the acquired company are included in
Innovative's consolidated statements only after the date of
acquisition.
15
EXHIBIT INDEX
Exhibit No. Description
2.1 Stock Purchase Agreement by and among EPMG, Inc. and Innovative
Software Technologies, Inc. (Incorporated by reference in Form
8-K/A filed on January 15, 2002).
2.2 Certificate of Designation Series A preferred stock.
16