U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
For the quarterly period ended MAY 31, 2004
[ ] Transition Report Under Section 13 Or 15(D) Of The Securities
Exchange Act Of 1934
Commission File Number 000-50298
INTEGRATED SECURITIES TECHNOLOGIES, INC.
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(Name of small business issuer in its charter)
NEVADA 98-0376008
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
SUITE 1500, 885 WEST GEORGIA STREET
VANCOUVER, B.C., CANADA V6C 3E8
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(Address of principal executive offices) (Zip Code)
(604) 728-3004
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Issuer's telephone number
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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,028,200 shares of Common Stock
with a par value of $0.001 per share outstanding as of June 7, 2005
Transitional Small Business Disclosure Format (check one): Yes [ ] NO [X]
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Integrated Securities Technologies, Inc.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
MAY 31, 2004
(UNAUDITED)
ASSETS
Total assets: $ -
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LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities $ -
Stockholders' equity:
Common stock, par value $.001, 200,000,000 shares
authorized; 15,028,200 shares issued and outstanding 15,028
Paid in capital 57,663
Other comprehensive income (16)
Deficit accumulated during the exploration stage (72,675)
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Total stockholders' equity -
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Total liabilities and stockholders' equity $ -
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INTEGRATED SECURITIES TECHNOLOGIES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EXPENSES
THREE AND NINE MONTHS ENDED MAY 31, 2004 AND 2003, AND
PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH MAY 31, 2004
(UNAUDITED)
Three Months Ended Nine Months Ended Inception
through
2004 2003 2004 2003 2004
------------ ------------ ------------ ------------ ---------
OPERATING EXPENSES $ 460 $ 9,580 $ 7,496 $ 43,103 $ 72,675
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NET LOSS (460) (9,580) (7,496) (43,103) (72,675)
OTHER COMPREHENSIVE LOSS
Effect of exchange rate (16) - (16) - -
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TOTAL COMPREHENSIVE LOSS $ (476) $ (9,580) $ (7,512) $ (43,103) $(72,675)
============ ============ ============ ============ =========
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 33,967,330 34,828,200 34,539,149 34,828,200
============ ============ ============ ============
INTEGRATED SECURITIES TECHNOLOGIES, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED MAY 31, 2004 AND 2003, AND
PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH MAY 31, 2004
(UNAUDITED)
Inception
through
2004 2003 2004
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(7,496) $(43,103) $(72,675)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in:
Accounts payable 1,813 3,266 10,929
Due to shareholder 4,685 - 8,062
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Net cash used in operating activities (998) (39,837) (53,684)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash - - 53,700
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EFFECT OF EXCHANGE RATE ON CASH (16) - (16)
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NET CHANGE IN CASH (1,014) (39,837) -
CASH AND CASH EQUIVALENTS, beginning of period 1,014 44,123 -
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CASH AND CASH EQUIVALENTS, end of period $ - $ 4,286 $ -
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INTEGRATED SECURITIES TECHNOLOGIES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1- BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Integrated
Securities Technologies, Inc. ("Integrated") have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission ("SEC"), and should be
read in conjunction with the audited financial statements and notes thereto
contained in Integrated's Annual Report filed with the SEC on Form 10-KSB. In
the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2003 as reported in
the 10-KSB have been omitted.
NOTE 2- COMMON STOCK
On May 27, 2004, Integrated acquired 100% of the issued and outstanding shares
of Integrated Security Technologies, Inc. ("Integrated') in exchange for
15,258,797 shares of Integrated's common stock. In a separate agreement, the
majority shareholder of ISTI purchased 19,800,000 shares of Integrated from
Integrated's then majority shareholder. The total Integrated shares owned by
ISTI shareholders immediately following the merger was 35,058,797. The
acquisition was considered a reverse merger. In April 2005, all parties
involved agreed to unwind the May 27, 2004 transaction as if it never occurred.
All 35,058,797 Integrated shares issued to Integrated and its Officers will be
returned to Integrated and canceled and the ISTI shares will be returned to the
ISTI shareholders.
NOTE 3 - SUBSEQUENT EVENTS
Effective June 14, 2004, Integrated effected a 3.3:1 forward stock split,
increased the amount of authorized shares to two hundred million (200,000,000),
and reauthorized the par value of $.001 per share of common stock. All share
and per share amounts in these financial statements have been adjusted as if the
split occurred on the first day of the first period presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report on Form 10-QSB/A contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements involve risks and
uncertainties, including statements regarding Integrated's capital needs,
business plans and expectations. Such forward-looking statements involve risks
and uncertainties regarding the market price of natural resources, availability
of funds, government regulations, common share prices, operating costs, capital
costs and other factors. Forward-looking statements are made, without
limitation, in relation to operating plans, property exploration and
development, availability of funds and operating costs. Any statements
contained herein that are not statements of historical facts may be deemed to
be forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. In evaluating these statements, you
should consider various factors, including the risks outlined below, and, from
time to time, in other reports Integrated files with the SEC, including
Integrated's Annual Report on Form 10-KSB for the year ended August 31, 2003.
These factors may cause Integrated's actual results to differ materially from
any forward-looking statement. Integrated disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned
not to place undue reliance on such forward-looking statements.
OVERVIEW
We were incorporated on April 12, 2002, under the laws of the State of Nevada.
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. We own four mineral claims that we refer to as the Saucy
mineral claims and six mineral claims that we refer to as the Salsa mineral
claims. The Saucy and Salsa mineral claims are located adjacent to each other
in the Province of British Columbia, Canada. Both the Saucy and the Salsa
mineral claims are held in the name of our wholly owned subsidiary, Iguana
Explorations Inc. Further exploration of these mineral claims is required
before a final determination as to their viability can be made. No commercially
viable mineral deposit may exist on our mineral claims. Our plan of operations
is to carry out exploration work on these claims in order to ascertain whether
they possess deposits of gold, copper or silver. We can provide no assurance
that our mineral claims contain a mineral deposit until appropriate exploratory
work is done and an evaluation based on that work concludes further work
programs are justified. At this time, we have no known reserves on our mineral
claims.
GEOLOGY OF THE MINERAL CLAIMS
We engaged Mr. W.G. Timmins to prepare a geological evaluation report on the
Saucy mineral claims. Mr. Timmins is a consulting geologist and registered
professional engineer in the Geological Section of the Association of
Professional Engineers and Geoscientists of British Columbia. Mr. Timmins has
practiced in his profession for 39 years and been a registered professional
engineer since 1969.
Mr. Timmins recommended a two-stage exploration program for the Saucy mineral
claims to determine whether there are mineral deposits of gold, silver or copper
on those claims: Stage 1 consisting of reconnaissance geology and sampling at an
estimated cost of $5,000; and Stage 2 consisting of trenching, sampling,
prospecting and mapping at an estimated cost of $10,000.
We completed Stage 1 in 2002 and Mr. Timmins recommended proceeding to Stage 2,
which was completed in November of 2003.
We received a report from Mr. Timmins dated December 10, 2003 reporting on
completion of Stage 2 of the program. Mr. Timmins reported that the main
mineral vein on the Saucy claims narrowed in width and had decreasing gold
values. Mr. Timmins advised that it is normal for this type of quartz vein to
exhibit pinching and swelling with variable gold values. Based on the work on
the Saucy claims and on information contained in previously reported work on
ground adjacent to the Saucy claims, Mr. Timmins reported that the vein
structure on the Saucy claims may extend into a wider vein on the adjacent areas
which reportedly carry significant gold values. Based on that conclusion, Mr.
Timmins recommended that we acquire the Salsa claims. Mr. Timmins also
recommended that we conduct a work program on the Salsa mineral claims
consisting of blasting, sampling, prospecting, geological mapping and assays at
an estimated cost of $7,000.
PLAN OF OPERATIONS
Our business plan is to follow the recommendations of our consulting geologist
and proceed with completion of the work program recommended for the Salsa
mineral claims at an estimated cost of $7,000.
We anticipate that we will incur $15,000 in operating expenses over the next
twelve months. Operating expenses will include mineral claims renewal and
professional legal and accounting expenses associated with being a reporting
issuer under the Securities Exchange Act of 1934.
Our total expenditures over the next twelve months are anticipated to be
approximately $22,000. Our present cash reserves are not sufficient for us to
carry out our plan of operations without additional financing. Our directors
have made an oral commitment to loan us the necessary funds to complete our
business plan, however they are under no obligation to do so. We do not have
any other financing arrangements in place and there is no assurance that we will
be able to secure the necessary financing.
In the next twelve months, we do not plan to make any purchases or sales of
significant equipment, nor do we plan to make any significant changes in our
number of employees.
RESULTS OF OPERATIONS FOR PERIOD ENDING MAY 31, 2004
We did not earn any revenues during the period ending May 31, 2004. We do not
anticipate earning revenues until such time as we enter into commercial
production of our mineral properties. We are presently in the exploration stage
of our business and we can provide no assurance that we will discover
commercially exploitable levels of mineral resources on our properties, or if
such deposits are discovered, that we will enter into further substantial
exploration programs.
We incurred operating expenses in the amount of $7,496 for the nine months ended
May 31, 2004 compared to $43,103 for the nine months ended May 31, 2003. We also
incurred operating expenses of $460 for the three months ended May 31, 2004
compared to $9,580 for the three months ended May 31, 2003. The reduction in
expenses is primarily due to reduced professional fees. We anticipate our
operating expenses will increase as we undertake our plan of operations. The
increase will be attributable to our beginning of the geological exploration
program on the Salsa mineral claims and the professional fees to be incurred in
complying with the reporting requirements under the Securities Exchange Act of
1934.
LIQUIDITY AND CAPITAL RESOURCES
We have no cash or working capital as of May 31, 2004. At August 31, 2003, the
end of our last fiscal year, we had cash of $1,014 and a working capital deficit
of $11,479. We estimate the geological exploration program will cost
approximately $10,000. Our working capital is insufficient to pay for the costs
of our exploration programs. Our directors have made an oral commitment to
provide adequate funding to enable us to complete the exploration programs.
However, our directors are under no legal obligation to do so.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive exploration activities. For these reasons,
there is substantial doubt that we will be able to continue as a going concern.
ITEM 3. CONTROLS AND PROCEDURES.
Integrated has adopted and implemented internal disclosure controls and
procedures designed to provide reasonable assurance that all reportable
information will be recorded, processed, summarized and reported within the
time period specified in the SEC's rules and forms. Under the supervision and
with the participation of Integrated's management, including Integrated's Chief
Executive Officer and Chief Financial Officer, Integrated has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the fiscal
quarter covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that these disclosure
controls and procedures are effective. There were no changes in Integrated's
internal controls or in other factors during or since the end of the fiscal
quarter covered by this report that have had a material effect or are
reasonably likely to have a material effect on internal controls subsequent to
the end of the fiscal quarter covered by this report.
ITEM 6. REPORTS ON FORM 8-K.
We did not file any Current Reports on Form 8-K during our fiscal quarter ended
May 31, 2004.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Integrated Securities Technologies, Inc.
Date: June 7, 2005
By: /s/ Randy White
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Randy White
President and Director