UNITED STATES
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): April 20, 2005
INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
California 000-1084047 95-4691878
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Tampa Street, Suite 2410
Tampa, Florida 33602
(Address of Principal Executive Offices; Zip Code)
Registrant's telephone number, including area code: (813) 387 - 3310
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INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
FORM 8-K
Item 2. Acquisition or Disposition of Assets.
See Item 5 below.
Item 5. Other Events and Regulation FD Disclosure.
On April 20, 2005 Innovative Software Technologies, Inc. (the "Company")
executed a Stock Purchase Agreement (the "Purchase Agreement") by and between
the Company and Douglas Shane Hackett whereby the Company sold to Mr. Hackett
its wholly owned Triad Media, Inc. subsidiary ("Triad"). Mr. Hackett is a former
director, president, and chief executive officer of the Company.
Under the terms of the Purchase Agreement, Mr. Hackett exchanged 4,935,015
shares of common stock in the Company owned by him and his affiliates for 1,000
shares of common stock of Triad, this being the entire number of shares of Triad
outstanding. As a result of this transaction, Mr. Hackett will have no remaining
beneficial ownership interest in any securities of the Company, except for
shares held in his IRA account that he has agreed will transfer to the Company
or will inure to the economic benefit of the Company in the future. Triad owned
all of the assets relating to the Company's education and coaching business. In
determining the amount of consideration to be paid by Mr. Hackett for the stock
of Triad, the board of directors of the Company took into account the negative
net worth and lack of profitability of Triad.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated balance sheet gives
effect to the closing of the Stock Purchase as if it had occurred on December
31, 2004. The unaudited pro forma condensed consolidated income statement gives
effect to the closing of the Purchase Agreement as if it had occurred on January
1, 2004. These pro forma financial statements are presented for illustrative
purposes only, and are not necessarily indicative of the operating results and
financial position that might have been achieved had the transaction described
above occurred on the dates indicated, nor are they necessarily indicative of
operating results and financial position which may occur in the future.
The condensed consolidated historical statements of operations data for the
periods presented are derived from the historical financial statements of the
Company. The condensed financial statements of Triad Media for the periods
presented are derived from the subsidiary financial records. These pro forma
statements should be read in conjunction with the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004.
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2004 CONSOLIDATED 2004 INCOME STATEMENTS FOR 2004
INCOME STATEMENT DISCONTINUED OPERATIONS PRO FORMA PRO FORMA
AS REPORTED TRIAD MEDIA, INC. EPMG, INC. ADJUSTMENTS INCOME STATEMENT
------------ ------------ ------------ ------------ ------------
Revenue $ 17,341,520 $ 413,443 $ 16,928,077 $(17,341,520)1 $ --
Cost of Sales 8,708,050 94,677 8,613,374 (8,708,050)1 --
------------ ------------ ------------ ------------ ------------
Gross Profit 8,633,470 318,767 8,314,703 (8,633,470) --
Operating Expenses:
General & Administrave 8,215,784 2,285,038 3,085,503 (5,370,541)1 2,845,243
Selling 4,047,152 676,296 3,368,656 (4,044,952)1 2,200
Writedown of Goodwill -- -- -- (1,088,686)2 1,088,686
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 12,262,935 2,961,334 6,454,159 (10,504,179) 3,936,129
Other Income (Expense) 242,974 -- 73,113 (73,113)1 169,861
Net Income (Loss) from Continuing Operations (3,386,491) (2,642,568) 1,933,658 1,797,596 (3,766,268)
============ ============ ============ ============ ============
2004 CONSOLIDATE 2004 BALANCE SHEETS FOR 2004
BALANCE SHEET DISCONTINUED OPERATIONS PRO FORMA PRO FORMA
AS REPORTED TRIAD MEDIA, INC. EPMG, INC. ADJUSTMENTS BALANCE SHEET
------------ ------------ ------------ ------------ ------------
Current Assets $ 2,075,122 $ 317,448 $ -- $ (317,448)1 $ 1,757,673
Fixed Assets, net 104,424 68,561 -- (68,561)1 35,863
Goodwill 1,088,686 -- -- (1,088,686)2 --
Other Assets 235,023 207,197 -- (207,197)1 27,827
------------ ------------ ------------ ------------ ------------
Total Assets $ 3,503,255 $ 593,206 $ -- $ (1,681,892) $ 1,821,363
============ ============ ============ ============ ============
Current Liabilities - Continuing Operations $ 1,215,049 $ 274,426 $ -- (274,426)1,3 $ 297,092
Current Liabilities - Discontinued Operations -- -- 643,532 -- 1,3 643,532
Long-term Liabilities 8,249 8,249 -- (8,249)1 --
Capital 18,904,081 20,926,141 (4,798,845) (16,127,296)1 18,593,549
Retained Earnings (16,624,123) (20,615,609) 4,155,313 (1,088,686)2 (17,712,809)
------------ ------------ ------------ ------------ ------------
Total Liabilities & Equity $ 3,503,255 $ 593,206 $ -- $(17,498,656) $ 1,821,363
============ ============ ============ ============ ============
Notes:
1. These adjustments reflect the reclassification of operations, assets, and
liabilities related to the discontinuation of the education and coaching
business. Upon the disposal of Triad pursuant to the Stock Purchase
Agreement, the Company will account for its education and coaching
business as a discontinued operation. No gain or loss arose from the
disposal of Triad, or the disposal of EPMG during 2004, pursuant to
generally accepted accounting principles which requires a company's
receipt of its own securities in such transactions to be treated as
transactions affecting only stockholders' equity.
2. Adjustment to write-off goodwill relating to the education and coaching
business.
3. Adjustment to reclassify retained liabilities to current liabilities of
discontinued operations. Such liabilities retention, in management's view,
does not constitute continuing involvement in the disposed companies'
operations.
(c) Exhibits. See the Exhibit Index set forth below for a list of exhibits
included with this Current Report on Form 8-K.
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Signature
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 thereunder duly authorized.
INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
By: /s/ Peter M. Peterson
-------------------------------------
Peter M. Peterson
President and Chief Executive Officer
Date: April 26, 2005
EXHIBIT INDEX
Exhibit
Number Description
2 -- Stock Purchase Agreement by and between Innovative Software
Technologies, Inc. and Douglas Shane Hackett, dated April 20, 2005.
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