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, 2005
[ ] 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: 17,331,141 shares of Common Stock
with a par value o $0.001 per share outstanding as of July 22, 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)
BALANCE SHEET
MAY 31, 2005
(UNAUDITED)
ASSETS
Current assets: $ -
===================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Accounts payable $ 248
Due to related party 26,865
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Total liabilities 27,113
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Commitments -
Stockholders' deficit:
Common stock, par value $.001, 200,000,000 shares
authorized; 17,331,141 shares issued and outstanding 17,331
Paid-in capital 330,360
Other comprehensive income (16)
Deficit accumulated during the exploration stage (374,788)
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Total stockholders' deficit (27,113)
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Total liabilities and stockholders' deficit $ -
===================
INTEGRATED SECURITIES TECHNOLOGIES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF EXPENSES
THREE AND NINE MONTHS ENDED MAY 31, 2005 AND 2004, AND
PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH MAY 31, 2005
(UNAUDITED)
Inception
Three Months Ended Nine Months Ended through
2005 2004 2005 2004 2005
------------ ------------ ------------ ------------ ----------
OPERATING EXPENSES $ 27,113 $ 460 $ 27,113 $ 7,496 $ 374,788
------------ ------------ ------------ ------------ ----------
NET LOSS (27,113) (460) (27,113) (7,496) (374,788)
Other comprehsive loss
Effect of exchange rate - (16) - (16) (16)
------------ ------------ ------------ ------------ ----------
TOTAL COMPREHENSIVE LOSS $ (27,113) $ (476) $ (27,113) $ (7,512) $(374,804)
============ ============ ============ ============ ==========
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 17,331,141 33,967,330 17,331,141 34,539,149
============ ============ ============ ============
INTEGRATED SECURITIES TECHNOLOGIES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOW
NINE MONTHS ENDED MAY 31, 2005 AND 2004, AND
PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH MAY 31, 2005
(UNAUDITED)
Inception
through
2005 2004 2005
--------- -------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(27,113) $(7,496) $(374,788)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in:
Accounts payable 248 1,813 248
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Net cash used in operating activities (26,865) (5,683) (374,540)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder advances 26,865 4,685 26,865
Issuance of common stock for cash - - 328,700
Contributions to paid in capital - - 18,991
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Net cash provided by financing activities 26,865 4,685 374,556
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EFFECT OF EXCHANGE RATE ON CASH - (16) (16)
--------- -------- ----------
NET CHANGE IN CASH - (1,014) -
CASH AND CASH EQUIVALENTS, beginning of period - 1,014 -
--------- -------- ----------
CASH AND CASH EQUIVALENTS, end of period $ - $ - $ -
========= ======== ==========
INTEGRATED SECURITIES TECHNOLOGIES, INC.
(AN EXPLORATION STAGE COMPANY)
MAY 31, 2005
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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 2004 as reported in the 10-KSB have been
omitted.
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, 2004. 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, Integrated
Securities Technologis, 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 $10,000.
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, 2005
We did not earn any revenues during the period ending May 31, 2005. 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 of $27,113 for the three and nine months ended
May 31, 2005 compared to $460 and $7,496 for the three and nine months ended May
31, 2004, respectively. The expenses for all periods are primarily 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 and a negative working capital of $27,113 as of May 31, 2005. We
estimate the geological exploration program will cost approximately $7,000. 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, 2005.
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: July 25, 2005
By: /s/ Randy White
---------------
Randy White
President and Director
Exhibit 31.1
CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-QSB/A
I, Randy White, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of
Integrated Securities Technologies, Inc., a Nevada Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's disclosure
internal control over financial reporting.
Date: July 25, 2005
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/s/ Randy White
--------------
Name: Randy White
Title: President and Director
Exhibit 31.2
CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-QSB/A
I, Randy White, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of
Integrated Securities Technologies, Inc., a Nevada Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's disclosure
internal control over financial reporting.
Date: July 25, 2005
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/s/ Randy White
- -----------------
Name: Randy White
Title: President and Director
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF
TITLE 18, UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of Title 18, United States Code), each of
the undersigned officers of Integrated Securities Technologies, Inc., a Nevada
corporation (the "Company"), does hereby certify with respect to the Quarterly
Report of Integrated Securities Technologies, Inc.. on Form 10-QSB/A for the
third quarter of 2005 as filed with the Securities and Exchange Commission (the
"10-QSB/A Report") that:
(1) the 10-QSB/A Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the 10-QSB/A Report fairly presents, in
all material respects, the financial condition and results of operations
Integrated Securities Technologies, Inc.
Dated: July 25, 2005 Integrated Securities Technologies, Inc.
/s/ Randy White
---------------
Randy White
President and Director