quote: Press Release Source: Innovative Software Technologies, Inc.
Innovative Executes Agreement to Purchase Xalles Limited Friday October 5, 4:15 pm ET
Established Consulting Firm to become Foundation for Future Growth AUSTIN, Texas, Oct. 5 /PRNewswire-FirstCall/ -- Innovative Software Technologies, Inc. (Other OTC: INIV.PK - News), a technologies and services holding company, announced today that it has entered into an agreement to purchase 100% of the outstanding stock of Xalles Limited, an Irish corporation. As an innovative, international, business management consulting firm, Xalles Limited provides financial supply chain solutions and business strategy services to firms in the supply chain/transportation, financial services and information technology industries. Xalles Limited has a mobile group of highly experienced personnel in 12 countries across 5 continents. Xalles has a reputation for delivering its services on-time and under budget with the highest levels of professionalism and attention to detail.
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Xalles' CEO Thomas Nash commented, "I look forward to working with the Innovative team to profitably grow our business. I was attracted to Innovative's strategy for global growth and Mr. Ellett's experience in delivering shareholder value." Mr. Nash will remain President of the Xalles subsidiary.
Phil Ellett, Chairman and CEO of Innovative stated, "Xalles provides the Company with an excellent foundation for future growth. The Xalles team has demonstrated the outstanding ability to attract very significant accounts. Xalles' worldwide presence provides the Company with a great opportunity for the introduction and expansion of products and services."
The Purchase Agreement calls for an issuance of 20 million shares of Innovative common stock to Meridian Bay Limited, (the "Seller") for 100% of the issued and outstanding stock of Xalles. Additional shares of the Company may be earned by the Seller based on the performance of Xalles in 2008 and 2009. For more details please see the Company's filing on Form 8-K dated October 5, 2007 at http://www.sec.gov.
Innovative Software Technologies, Inc. intends to acquire companies on an accretive basis to earnings, integrate them tightly, and manage them efficiently. Innovative has a management team experienced in mergers and acquisitions, integration, fund raising, strategic planning, and building shareholder value.
For investor inquiries contact Christopher Floyd, CFO at (512) 266 - 2000.
Forward-Looking Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, product market trends, variations in the company's cash flow, market acceptance risks, technical development risks, seasonality and other risk factors detailed in the company's Securities and Exchange Commission filings.
Entry into a Material Definitive Agreement, Unregistered Sal
Item 1.01 Entry Into a Material Definitive Agreement. Stock Purchase Agreement relating to Xalles Limited
On October 1, 2007, Innovative Software Technologies, Inc. (the "Company") entered into a Share Purchase Agreement (the "Agreement") to purchase all of the outstanding shares of Xalles Limited, an Irish corporation ("Xalles"). The Agreement was entered into among the Company, Xalles, and Meridian Bay Limited, a Hong Kong corporation and the owner of 100% of the stock of Xalles ("Seller"). Under the Agreement Xalles will become a wholly owned subsidiary of the Company at the time of the closing of the transaction (the "Closing"). At Closing, the Agreement calls for the delivery of 20 million shares of the Company's common stock to Seller in exchange for all the issued and outstanding shares of Xalles. In addition, the Agreement provides for the issuance of additional shares to Seller based on the future net income before tax of Xalles ("NIBT") as follows: 20 million shares issuable based on Xalles NIBT of at least $1,000,000 for the 2008 calendar year, and 20 million shares issuable based on Xalles NIBT of at least $1,600,000 for the 2009 calendar year.
The Closing of this transaction is subject to certain conditions, including the completion of the reincorporation merger of the Company through which the Company will no longer be a California corporation and will become a Delaware corporation ("Redomicile"). The Redomicile was approved by a majority of the Company's shareholder's on August 24, 2007, as previously reported on the Preliminary Information Statement on Schedule 14C filed filed with the SEC on 28, 2007. Timing of the Closing is expected to be within 90 days of the filing of this Form 8-K.
The foregoing does not purpose to be a complete description of all material terms of the Agreement and is qualified by reference to the full text of the Agreement, which is attached hereto as Exhibit 2.1.
The offers and sale of the Company common stock to Seller pursuant to the Agreement is being made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Such offer and sale is being made without any form of general solicitation and with full access to any information requested by the Seller regarding the Company or the Company common stock offered pursuant to the Agreement.
Item 3.02. Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 7.01. Regulation FD Disclosure. The following information is being furnished under Item 7.01 of Form 8-K: Press release, dated October 5, 2007, announcing the Share Purchase Agreement. A copy of this press release is attached as Exhibit 2.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of business acquired. The financial information required hereunder will be submitted by an amendment to this Current Report on Form 8-K within 75 calendar days from the date of the Closing of this transaction (as defined above).
(b) Pro forma financial information. The financial information required hereunder will be submitted by an amendment to this Current Report on Form 8-K within 75 calendar days from the date of the Closing of this transaction (as defined above).
(c) Exhibits. The following exhibits are included with this report:
Exhibit 2.1 Share Purchase Agreement dated October 1, 2007, between Innovative Software Technologies, Inc., Xalles Limited, and Meridian Bay Limited.
Exhibit 99.1 Press Release dated October 5, 2007 of the Company.
quote: Composite Indicator Trend Spotter TM Buy
Short Term Indicators 7 Day Average Directional Indicator Buy 10 - 8 Day Moving Average Hilo Channel Sell 20 Day Moving Average vs Price Sell 20 - 50 Day MACD Oscillator Buy 20 Day Bollinger Bands Hold
Short Term Indicators Average: - Hold 20-Day Average Volume - 30645
Medium Term Indicators 40 Day Commodity Channel Index Hold 50 Day Moving Average vs Price Sell 20 - 100 Day MACD Oscillator Sell 50 Day Parabolic Time/Price Buy
Medium Term Indicators Average: 25% - Sell 50-Day Average Volume - 94072
Long Term Indicators 60 Day Commodity Channel Index Hold 100 Day Moving Average vs Price Sell 50 - 100 Day MACD Oscillator Sell
Long Term Indicators Average: 67% - Sell 100-Day Average Volume - 63243
Overall Average: 16% - Sell
Price Support Pivot Point Resistance
0.0250 0.0250 0.0250 0.0250
Does anyone have current share structure (A/S, O/S, and Float) info?
-------------------- Please DON'T invest on JMO. Do YOUR research. Invest UR money the way YOU would like to! Thanks! ;) Posts: 936 | From: Virginia | Registered: Aug 2007
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-------------------- A million seconds is 13 days. A billion seconds is 31 years. Posts: 4893 | From: Burbank IL USA | Registered: Feb 2004
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Haven't even looked at it. Was just trying to help homer out with the float.
-------------------- A million seconds is 13 days. A billion seconds is 31 years. Posts: 4893 | From: Burbank IL USA | Registered: Feb 2004
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Gave it a quick look, Tex, nothing I see that would interest me, other than the low O/S. Otherwise current conditions does not fit what I look for.
-------------------- A million seconds is 13 days. A billion seconds is 31 years. Posts: 4893 | From: Burbank IL USA | Registered: Feb 2004
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