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): JUNE 14, 2004
COMMISSION FILE NO.: 000-50298
INTEGRATED SECURITY TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 98-0376008
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
156 5TH AVENUE, SUITE 1034, NEW YORK, NEW YORK 10010
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 244-4141
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(ISSUER TELEPHONE NUMBER)
IGUANA VENTURES LTD.
SUITE 1400, 1500 WEST GEORGIA STREET
VANCOUVER, B.C., CANADA V6G 2Z6
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(FORMER NAME AND ADDRESS)
ITEM 5. OTHER EVENTS
Effective June 14, 2004, the Registrant changed its name to Integrated Security
Technologies, Inc., affected a 3.3:1 forward stock split, increased the amount
of authorized shares to Two Hundred Million (200,000,000) shares of common
stock, and reauthorized the par value of $.001 per share of common stock.
Approximately 50,086,997 shares of common stock were outstanding following the
forward stock split. As a result of the name change, the Registrant's common
stock will trade under the new stock symbol "ISTG" beginning on Monday, June 14,
2004.
On June 4, 2004, the Registrant filed a Certificate of Amendment to Articles of
Incorporation with the Nevada Secretary of State to amend its articles to take
effect on June 14, 2004, as mentioned above. The number of pre-split shares of
the Registrant outstanding at the time of the adoption of the foregoing was
15,177,878 and the number of pre-split shares entitled to vote thereon was the
same. The number of pre-split shares consenting to the action was 10,069,013
(or 66.3%). The shareholders consenting to the action represented a majority of
the issued and outstanding shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits:
3.1* Certificate of Amendment to Articles of Incorporation
* Filed Herein
Signatures
Pursuant to the requirement 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.
INTEGRATED SECURITY TECHNOLOGIES, INC.
June 14, 2004
/s/James Lee
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James Lee
Chief Executive Officer
Exhibit 3.1
Certificate of Amendment to Articles of Incorporation
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For Nevada Profit Corporations
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(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: IGUANA VENTURES LTD.
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE 1. NAME
The name of the corporation is: INTEGRATED SECURITY TECHNOLOGIES, INC.
ARTICLE 3. CAPITAL STOCK
The capitalization of the corporation is amended to reflect a 3.3:1 forward
stock split, to increase the authorized shares to Two Hundred Million
(200,000,000) shares of common stock, and to reauthorize the par value of $.001
per share of common stock.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 10,069,013 out of
15,177,878.
4. Effective date of filing (optional): JUNE 14, 2004
5. Officer Signature: /s/James Lee
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