United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-31779
SECURITY INTELLIGENCE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-0928369
- ----------------------- ------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
145 Huguenot Street, New Rochelle, New York 10801
(Address of principal executive offices)
(914) 654-8700
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X No
The number of shares of common stock $.0001 par value, of the Registrant issued
and outstanding as of May 20, 2002 was 16,575,000.
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. f/k/a HIPSTYLE.COM, INC. AND SUBSIDIARY
FORM 10QSB
PERIOD ENDED March 31,2002
Index
Balance sheets as of March 31, 2002 and June 30, 2001 3
Statements of operations for the three and
nine months ended March 31, 2002 and 2001 4
Statement of stockholders' equity (deficit) 5
Statements of cash flows operations for the
nine months ended March 31, 2002 and 2001 6
Notes to financial statements 7 - 9
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. 10 - 11
PART II - OTHER INFORMATION 12 - 13
Signatures 14
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. F/K/A HIPSTLYE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
March 31, June 30,
ASSETS 2002 2001
----------- ----------
CURRENT ASSETS:
Cash $ - $ 275
Prepaid expenses 347 -
----------- ----------
Total current assets 347 275
----------- ----------
TOTAL ASSETS $ 347 $ 275
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable & accrued expenses $ 72,331 $ 21,474
Loans and advances payable - related party 500 500
Notes payable - related party 9,666 6,000
----------- ----------
Total current liabilities 82,497 27,974
----------- ----------
STOCKHOLDERS' DEFICIT:
Common stock, par value $.0001 per share; 100,000,000 shares authorized;
4,600,000 shares issued and outstanding at March 31, 2002,
and June 30, 2001 460 460
Additional paid-in capital 119,740 119,740
Deficit accumulated during the development stage (202,350) (147,899)
----------- ----------
Total stockholders' deficit (82,150) (27,699)
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 347 $ 275
=========== ==========
The accompanying notes are an integral part of these financial statements.
(3)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. F/K/A HIPSTLYE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Period
June 22, 1999
Three Months Ended Nine Months Ended (Inception) to
March 31, March 31, March 31,
------------------------ ------------------------
2002 2001 2002 2001 2002
----------- ----------- ----------- ----------- --------------
DEVELOPMENT STAGE REVENUES $ - $ - $ - $ - $ -
----------- ----------- ----------- ----------- --------------
DEVELOPMENT STAGE EXPENSES:
Amortization - - - 1,357 1,807
Consulting Fees - - - - 10,200
Accounting 3,068 2,500 13,479 10,500 38,982
Bank charges 52 15 179 105 474
Dues & subscription 970 - 1,045 55 1,338
Licenses and taxes - 50 450 494 2,123
Office expenses 6,000 6,000 18,000 18,315 42,000
On-line services 135 135 450 360 945
Legal fees 8,216 7,603 15,406 15,038 40,562
Postage - - - 179 267
Printing - - - - 315
Transfer agent fees 1,906 - 3,934 - 6,255
Website development fees - - - 25,328 52,485
Travel 1,097 1,306 1,149 2,987 4,137
----------- ----------- ----------- ----------- -----------
TOTAL DEVELOPMENT STAGE EXPENSES 21,444 17,609 54,092 74,718 201,890
----------- ----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (21,444) (17,609) (54,092) (74,718) (201,890)
INTEREST EXPENSE - - 359 - 460
----------- ----------- ----------- ----------- ----------
NET LOSS $ (21,444) $ (17,609) $(54,451) $(74,718) $(202,350)
=========== =========== =========== ========== ==========
LOSS PER COMMON SHARE $ (0.0047) $ (0.0041) $(0.0118) $(0.0173)
=========== =========== =========== ==========
Weighted-average common
shares outstanding 4,600,000 4,308,511 4,600,000 4,308,511
=========== =========== =========== ==========
The accompanying notes are an integral part of these financial statements.
(4)
SECURITY INTELLIGENCE TECHNOLOGIES, INC. F/K/A HIPSTLYE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
Deficit
Accumulated
Additional During The
Paid-in Development
Shares Amount Capital Stage Total
--------- ------- --------- ---------- ---------
Balance at June 22, 1999 (Date of inception) - $ - $ - $ - $ -
Common stock issued for consulting services 4,000,000 400 (200) - 200
Deficit accumulated during the development stage for the
period June 22, 1999 (inception) through June 30, 1999 - - - (200) (200)
--------- ------- --------- ---------- ---------
Balance at June 30, 1999 4,000,000 400 (200) (200) -
Common stock issued for consulting services 50,000 5 9,995 - 10,000
Deficit accumulated during the development stage
for the year ended June 30, 2000 - - - (56,397) (56,397)
--------- ------- --------- ---------- ---------
Balance at June 30, 2000 4,050,000 405 9,795 (56,597) (46,397)
Common stock issued to third parties in private offering 550,000 55 109,945 110,000
Deficit accumulated during the development stage
for the year ended June 30, 2001 (91,302) (91,302)
--------- ------- --------- ---------- ---------
Balance at June 30, 2001 4,600,000 460 119,740 (147,899) (27,699)
Deficit accumulated during the development stage
for the nine months ended March 31, 2002 (54,451) (54,451)
--------- ------- --------- ---------- ---------
Balance at March 31, 2002 4,600,000 $ 460 $119,740 $(202,350) $(82,150)
========= ======= ========= ========== =========
The accompanying notes are an integral part of these financial statements
(5)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. F/K/A HIPSTLYE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Period
Nine Months Ended June 22, 1999
March 31, (Inception) to
------------------------- March 31,
2002 2001 2002
----------- ----------- ------------
Cash Flows from Operating Activities:
Net loss $ (54,451) $ (74,718) $ (202,350)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization - 1,357 1,807
Writeoff of website - 25,328 25,328
Stock based expense - - 10,200
Changes in assets and liabilities:
(Increase) in prepaid expenses (347) (347)
Increase (Decrease) in accounts payable
and accrued expenses 50,857 (58,666) 72,331
Increase (Decrease) in notes payable
to and advances from related party 3,666 (1,988) 10,166
----------- ----------- ------------
Net cash used in operating activities (275) (108,687) (82,865)
----------- ----------- ------------
Cash Flows from (Used In) Investing Activities
Purchase of Website - - (27,135)
----------- ----------- ------------
Net cash (used in) investing activities - - (27,135)
----------- ----------- ------------
Cash Flow from Financing Activities
Proceeds from issuance of common stock - 110,000 110,000
----------- ------------ -----------
Net cash provided by financing activities - 110,000 110,000
----------- ------------ -----------
(decrease) increase in cash (275) 1,313 -
Cash - beginning of period 275 55 -
----------- ----------- -----------
Cash - end of period $ - $ 1,368 $ -
======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
During the nine months ended March 31, 2002 and 2001, and for the cumulative
period June 22, 1999 (date of inception) through March 31, 2002, the Company did
not pay and interest.
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
The Company entered into the following non-cash transactions:
On June 22, 1999, (date of inception), the Company issued 4,000,000 post-split
(see note 1) restricted shares of common stock in consideration of consulting
services valued at $200.
On May 30, 2000, the Company issued 50,000 restricted shares of common stock in
exchange for consulting services valued at $10,000.
On September 30, 2000, the Company decided to write off the capitalized portion
of its website.
The assets net value at the time of impairment was $25,328.
The accompanying notes are an integral part of these financial statements.
(6)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. f/k/a HIPSTYLE.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
Security Intelligence Technologies, Inc. formerly known as Hipstyle.com,
Inc., ("the Company") was incorporated on June 22, 1999 under the laws of the
State of Florida. The Company was in the process of designing a website
dedicated to bringing together designers of high fashion and beauty products
with a targeted client base. The Company's goal was to provide links to
established e-commerce and catalog retail sites featuring designer apparel and
accessories, as well as fashion related services and content to its viewers.
The Company was a wholly owned subsidiary of Intellilabs.com, Inc.
("Intellilabs"), formerly known as Quentin Road Productions, Inc., a publicly
traded company listed on the OTC Electronic Bulletin Board (OTCBB:QRPI) from
inception until March 1, 2000. It was spun-off by Intellilabs on March 1, 2000.
Upon such spin-off, shareholders of Intellilabs received 1.31 shares of the
Company for each share of Intellilabs owned as of March 1, 2000. As a result of
the spin-off, Atlas Equity Group, Inc., a related party, the beneficial owner of
which is Michael D. Farkas, became a majority shareholder in the Company owning
approximately 57% of the outstanding shares. Until April 17, 2002, the principal
office was located at 1221 Brickell Avenue, Suite 900, Miami, FL 33131.
On May 24, 2000, the Company formed its wholly-owned subsidiary
Hipstyle.com, Inc. ("Hipstyle Delaware") under the laws of the state of
Delaware. Hipstyle Delaware did not have any significant activity as of March
31, 2002.
On March 26, 2002, the Company changed its name to Security Intelligence
Technologies, Inc.
2. BASIS OF PRESENTATION
The financial statements have been prepared by the Company and are
unaudited. The financial statements have been prepared in accordance with the
instructions for Form 10-QSB and, therefore do not necessarily include all
information and footnotes required by generally accepted accounting principles.
In the opinion of the Company, all adjustments (all of which were of a normal
recurring nature) necessary to present fairly the Company's financial position,
results of operations and cash flows as of March 31, 2002 and for all periods
presented have been made. A description of the Company's accounting policies
and other financial information is included in its June 30, 2001 audited
financial statements filed on Form 10-KSB. The results of operations for the
quarter and nine month periods ended March 31, 2002 are not necessarily
indicative of the results expected for the full year.
3. NET LOSS PER COMMON SHARE
Net loss per common share was determined by dividing net loss by the
weighted average number of common shares outstanding.
(7)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. f/k/a HIPSTYLE.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
4. SUBSEQUENT EVENTS
As of February 28, 2002, Security Intelligence Technologies, Inc. (formerly
known as HipStyle.Com, Inc.), a Florida corporation (the "Company"), CCS
International, Ltd., a Delaware corporation ("CCS"), and CCS Acquisition Co.,
a Delaware corporation ("MergerSub"), entered into an Agreement and Plan of
Merger, as amended (the "Merger Agreement"), pursuant to which on April 17, 2002
(the "Effective Date"), MergerSub was merged with and into CCS (the "Merger") on
a tax-free basis to stockholders, and CCS became a wholly owned subsidiary of
the Company.
On the Effective Date, the holders of Series A Convertible Preferred Stock,
Series B Convertible Preferred Stock and Common Stock of CCS received one share
of the Company's Series A Convertible Stock, Series B Convertible Preferred
Stock and Common Stock, for each outstanding share of such security of CCS held
thereby. Additionally, the 1,905,000 stock options and 400,000 common stock
purchase warrants issued by CCS were exchanged for an equal number of options
and warrants of the Company. Specifically, the Company issued to the
stockholders of CCS an aggregate of 11,900,000 shares of Common Stock, 3,500,000
shares of Series A Preferred Stock and 1,500,000 shares of Series B Preferred
Stock.
Immediately prior to the consummation of the Merger, Atlas Equity Group,
Inc. beneficially owned 2,575,000 shares of Common Stock, or 55.98 % of the
shares of Common Stock outstanding. Following the consummation of the Merger,
Ben Jamil, the principal stockholder and founder of CCS beneficially owned
11,900,000 shares or approximately 72% of the 16,575,000 shares of Common Stock
outstanding. The transaction has been effected on a tax-free basis to
stockholders and will be accounted for as a reverse merger using purchase
accounting whereby CCS will be treated as the continuing reporting entity that
acquired the Company. CCS has a June 30 fiscal year end.
In addition, Rebecca Farkas, the Company's President, Secretary and
Treasurer and Michelle Brock, the Company's Vice President, each resigned as an
officer and director of the Company as of the Effective Date. Upon consummation
of the Merger, Ben Jamil, Menachem Cohen, Tom Felice, Sylvain Naar and Nomi Om
each of whom are officers of CCS joined the Company's Board of Directors and (i)
Mr. Jamil became the Company's President, Chief Executive Officer, and Chairman
of the Board; (ii) Mr. Cohen became the Company's Vice President of Latin
American Sales; (iii) Tom Felice became the Company's Vice President of Consumer
and Corporate Sales and Chief Operating Officer; (iv) Sylvain Naar became the
Company's Vice President for Business Development; and (v) Nomi Om became the
Company's Vice President of International Marketing and director of the
Company's Asian Market.
In connection with the closing of the Merger and in lieu of the closing by
the Company of a private placement of its securities generating net cash
proceeds of at least $1,000,000, the Company entered into a stock pledge
agreement ("Pledge Agreement") with Atlas Equity Group, Inc., a Florida
corporation and stockholder of the Company ("Atlas Equity"), pursuant to which
Atlas Equity pledged 1,500,000 shares of common stock of the Company (the
"Pledged Shares"). During the term of the Pledge Agreement, Atlas Equity is
entitled to vote the Pledged Shares, but may not grant any proxy or right to
vote the Pledged Shares to any third party. The Pledged Shares shall remain
(8)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. f/k/a HIPSTYLE.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
4. SUBSEQUENT EVENTS (continued)
subject to the Pledge Agreement until the Company sells shares of its
unregistered common stock sufficient to generate total net cash proceeds to the
Company prior to June 1, 2002 of not less than $925,000 (the "Target Proceeds").
In the event that it is necessary for the Company to issue an aggregate number
of shares of its Common Stock in excess of 575,000 shares (the "Target Share
Amount") to investors in order to receive the Target Proceeds, the Company has
been authorized by Atlas Equity to cancel a number of Pledged Shares equal to
the difference between the actual number of shares issued by the Company and the
Target Share Amount. In the event that it is necessary for the Company to issue
an aggregate number of shares of its Common Stock that is less than the Target
Share Amount to the investors in order to receive the Target Proceeds, the
Company has agreed to issue to Atlas Equity a number of shares of its Common
Stock equal to the difference between the actual number of shares issued by the
Company and the Target Share Amount. With respect to each closing between the
Company and an investor, the Company agreed to release a number of Pledged
Shares to Atlas Equity based upon the total percentage of the Target Proceeds
received by the Company prior to June 1, 2002. The Pledge Agreement terminates
on the earlier of (i) June 1, 2002 (the "Termination Date"), (ii) the date on
which the Target Proceeds are received by the Company, or (iii) the date on
which the Company rejects a ready, willing and able investor that has offered to
purchase shares of the Company's Common Stock sufficient to generate the Target
Proceeds and on terms and conditions satisfactory to the Company.
CCS is a developer, manufacturer and marketer of leading edge solutions for
surveillance, counter-surveillance, countermeasure and personal and home
security. Private citizens, corporations, law enforcement agencies and
governmental agencies use CCS's products and services. CCS specializes in
anti-bugging, anti-wiretapping, covert video & closed circuit TV, night vision,
digital lie-detection, scramblers, encryption systems, bullet-resistant
clothing, armored vehicles, GPS and RF tracking, cellular monitoring systems and
security seminars.
After identifying the need for security related products, CCS designs,
manufactures and markets advanced proprietary systems worldwide through its
wholesale division to governments and corporations and its CounterSpy Shop
retail stores, showrooms and offices located in New York, Miami, Beverly Hills,
Washington DC, Hong Kong, Mexico City, Israel and London.
(9)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. f/k/a HIPSTYLE.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Item 2. Management's Discussion and Analysis
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DSISCUSSED IN THIS REPORT ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINITIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING,
WITHOUT LIMITATION, RISKS ASSOCIATED WITH THE COMPANY'S ABILITY TO SUCESSFUL
INTEGRATE ITS ACQUISTION, (See Subsequent Events Footnote to the Financial
Statements), MANAGEMENT OF QUARTER TO QUARTER RESULTS, AND INCREASES IN
OPERATING COSTS. THESE RISKS ARE SET FORTH IN THE "RISK FACTORS" SECTION OF THE
PROSPECTUS PORTION OF THE COMPANY'S FORM SB-2 REGISTRATION STATEMENT AND THE
"RISK FACTORS" SECTION CONTAINED HEREIN. UPDATED INFORMATION WILL BE
PERIODICALLY PROVIDED BY THE COMPANY AS REQUIRED BY THE SECURITIES ACT OF 1933
AND THE SECURITIES EXCHANGE ACT OF 1934. THE FOLLOWING DISCUSSION AND ANALYSIS
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND NOTES
HERETO. THE DISCUSSION OF RESULTS, CAUSES AND TRENDS SHOULD NOT BE CONSTRUED TO
IMPLY ANY CONCLUSION THAT SUCH RESULTS OR TRENDS WILL NECESSARILY CONTINUE IN
THE FUTURE.
OVERVIEW
The Company has generated no revenue since inception. The Company's operations
have been devoted primarily to developing a business plan and raising capital
for future operations and administrative functions. The Company intends to grow
through internal development, strategic alliances, and acquisitions of existing
businesses. (See Subsequent Events Footnote to the Financial Statements).
Results of Operations - Three Months Ended March 31, 2002 and 2001
Development stage expenses during the three months ended March 31, 2002 were
$21,444 as compared to 17,609 for the three months ended March 31, 2001 an
increase of $3,835 or 21.8%. This increase was primarily due to an increase in
dues and subscriptions of $970, and an increase in transfer agent fees of
$1,097.
Results of Operations - Nine Months Ended March 31, 2002 and 2001
Development stage expenses during the nine months ended March 31, 2002 were
$54,092 as compared to 74,718 for the nine months ended March 31, 2001 a
decrease of $20,626 or 27.6%. This decrease was primarily due to a decrease in
Website development fees of $25,328, offset by an increase in accounting fees of
$2,979.
(10)
SECURITY INTELLIGENCE TECHNOLOGIES, Inc. f/k/a HIPSTYLE.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Liquidity and Capital Resources
Despite capital contributions and both related party loans, the company from
time to time experienced, and continues to experience, cash flow shortages that
have slowed the Company's growth.
The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related parties. A significant portion of the
funds raised from the sale of capital stock has been used to cover working
capital needs such as office expenses and various consulting fees.
The Company incurred a net loss for the nine months ended March 31, 2002 of
$21,444 and has incurred accumulated losses of $202,350 since inception.
The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.
(11)
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Except as set forth below, no material legal proceedings are pending to which
the Company or any of its property is subject.
Other Actions
- --------------
On or about May 11, 2000 an action was commenced against the Company's
wholly owned subsidiary, CCS International, Ltd. ("CCS") in the Supreme Court,
New York County, captioned Ergonomic Systems Phillipines Inc. v. CCS
International Ltd. The plaintiff brought this action to, among other things,
recover certain monies which were allegedly paid thereby to CCS in connection
with a distributorship agreement between the parties. The plaintiff is claiming
damages in the amount of $81,400, together with interest, costs and
disbursements. CCS has denied the material allegations of the claim and has
raised affirmative defenses thereto.
On or about May 25, 2001, an action was commenced against CCS in the United
States District Court for the Southern District of New York, captioned Shenzen
Newtek v. CCS International Ltd. The plaintiff brought this action to recover
certain monies which were allegedly paid thereby to CCS in connection with a
distributorship agreement between the parties. The plaintiff is claiming damages
in the amount to $91,500 plus interest, costs, expenses and reasonable
attorney's fees. CCS has denied the material allegations of the plaintiff's
claim and has raised affirmative defenses thereto. On or about July 18, 2001,
CCS asserted a counterclaim seeking damages in the approximate amount of
$500,000 based upon the plaintiff's alleged breach of the parties'
distributorship agreement.
(12)
On or about October 12, 2001, an action was commenced against CCS in the
United States District Court for the Southern District of New York, captioned
China Bohai Group C. Ltd. and USA International Business Connections Corp. v.
CCS International Ltd. The plaintiff brought this action to recover certain
monies which were allegedly paid thereby to CCS in connection with a
distributorship agreement between the parties. The plaintiff is claiming damages
in the amount to $250,000 in compensatory damages and $5,000,000 in punitive
damages. CCS has denied the material allegations of the plaintiff's claim and
has raised affirmative defenses thereto. On November 26, 2001, CCS asserted a
counterclaim seeking damages in the approximate amount of $1,150,000 based upon
the plaintiff's alleged breach of the parties' distributorship agreement.
On or about June 10, 1998, an action was commenced in Southern District of
New York, for copyright infringement captioned Ross v. CCS International Ltd.
CCS believes that it has substantial defenses to the claim asserted in the
lawsuit.
(13)
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
Not applicable
Item 5. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS OF FORM 8K
1. Report on Form 8-K filed with the Securities and Exchange Commission on
March 5, 2002 with respect to Items 5 and 7.
2. Report on Form 8-K filed with the Securities and Exchange Commission on
March 26, 2002 with respect to Items 5 and 7.
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, thereunto duly authorized, this 20th day of May 2002.
SECURITY INTELLIGENCE TECHNOLOGIES, INC.
By: /s/ Ben Jamil
----------------
Name: Ben Jamil
Title: Chief Executive Officer
(14)