UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
    OF 1934

                    For the Quarter Ended September 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                       COMMISSION FILE NUMBER: 000-1084047

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                     --------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


            100 NORTH TAMPA STREET, SUITE 2410, TAMPA, FLORIDA 33602
               (Address of principal executive offices)(zip code)

       Telephone number of registrant, including area code: (813) 387-3310

                     204 NW PLATTE VALLEY DRIVE, RIVERSIDE,
                MISSOURI 64150 (Former name or former address, if
                           changed since last report.)

                           ---------------------------


Securities Registered Pursuant to Section 12(b) of the Act:  None
Securities Registered Pursuant to Section 12(g) of the Act:  Common Stock, $.001
                                                             par value

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 ___

There were 55,586,198 shares of common stock,  $0.001 par value,  outstanding as
of November 1, 2004.





                                       1
<PAGE>

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                                   FORM 10-QSB

                        QUARTER ENDED SEPTEMBER 30, 2004


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                    PAGE

                         PART I - FINANCIAL INFORMATION

<S>                                                                                                <C>
Item 1.  Financial Statements

     Condensed Consolidated Balance Sheets as of September 30, 2004 (Unaudited)
       and December 31, 2003..................................................................        3

     Condensed Consolidated Statements of Operation (Unaudited) for the Three and Nine
       Months Ended September 30, 2004 and 2003...............................................        4

     Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the Nine
       Months Ended September 30, 3004 and 2003...............................................        5

     Condensed Consolidated Statements of Cash Flow (Unaudited) for the Nine
       Months Ended September 30, 2004 and 2003...............................................        6

     Notes to the Condensed Consolidated Financial Statements (Unaudited).....................        7

Item 2.  Management's Discussion and Analysis of Financial Condition and
     Results of Operations....................................................................       13

Item 3.  Controls and Procedures..............................................................       18


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................................       19

Item 3.  Defaults upon Senior Securities......................................................       19

Item 6.  Exhibits and Reports on Form 8-K.....................................................       19

Signatures    ................................................................................       20

Index to Exhibits.............................................................................       21
</TABLE>



                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         (UNAUDITED)
                                                                         SEPTEMBER 30,     DECEMBER 31,
                                                                             2004              2003
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
                                     ASSETS

CURRENT ASSETS
    Cash                                                                 $  2,439,339      $  3,890,929
    Accounts receivable:
    Merchant accounts receivable                                               84,670         1,104,051
    Other receivables                                                         120,071           101,590
    Notes receivable, net of allowance for doubtful accounts
           of $359,018 and $454,529 respectively                            1,001,520           949,891
    Inventory                                                                   1,033            48,291
    Prepaid expenses and other current assets                                  83,147            15,986
    Deferred income taxes                                                     457,890           457,890
                                                                         ------------      ------------
    TOTAL CURRENT ASSETS                                                    4,187,670         6,568,628
                                                                         ------------      ------------
PROPERTY AND EQUIPMENT, NET                                                   176,503           574,291
GOODWILL                                                                    1,088,686         1,088,686
DEFERRED INCOME TAXES                                                          17,688            17,688
DEPOSITS                                                                       63,281            43,965
                                                                         ------------      ------------
    TOTAL ASSETS                                                         $  5,533,828      $  8,293,258
                                                                         ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                $  2,129,590      $  3,342,084
    Deferred revenue                                                          105,216         1,857,247
    Accrued income taxes                                                      679,954           822,533
    Current maturities of capital lease obligations                             8,744            67,049
                                                                         ------------      ------------
    TOTAL CURRENT LIABILITIES                                               2,923,504         6,088,913
CAPITAL LEASE OBLIGATIONS                                                       9,234           126,336
                                                                         ------------      ------------
    TOTAL LIABILITIES                                                       2,932,738         6,215,249
                                                                         ------------      ------------

COMMITMENTS AND CONTINGENCIES (NOTE 5)                                             --                --

STOCKHOLDERS' EQUITY
    Series A preferred stock; issued and outstanding, 450,000 shares          450,000         1,650,500
    Series B preferred stock; issued and outstanding, 368,491 shares          368,491           448,491
    Common stock - authorized, 100,000,000 shares of
          $.001 par value; issued and outstanding, 46,112,560                  53,112            52,897
    Additional paid-in capital                                             17,043,878        13,163,749
    Accumulated deficit                                                   (15,314,391)      (13,237,628)
                                                                         ------------      ------------
    TOTAL STOCKHOLDERS' EQUITY                                              2,601,090         2,078,009
                                                                         ------------      ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  5,533,828      $  8,293,258
                                                                         ============      ============
</TABLE>

See accompanying notes.


                                       3
<PAGE>

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS                    FOR THE NINE MONTHSS
                                                           ENDED SEPTEMBER 30,                    ENDED SEPTEMBER 30,
                                                     -------------------------------       -------------------------------
                                                         2004               2003               2004               2003
                                                     ------------       ------------       ------------       ------------
REVENUE
<S>                                                  <C>                <C>                <C>                <C>
     Services revenue                                $     89,700       $         --       $  7,655,530       $         --
     Product sales                                        164,963                 --          9,118,286                 --
     Other revenue                                             --                 --            748,329                 --
                                                     ------------       ------------       ------------       ------------
     TOTAL REVENUE                                        254,663          9,076,162         17,522,145         21,648,365

COST OF REVENUE
     Cost of services revenue                              51,501                             3,543,551                 --
     Cost of product sales and other revenue               47,399                             4,657,024                 --
                                                     ------------       ------------       ------------       ------------
     TOTAL COST OF REVENUE                                 98,900          4,612,375          8,200,575         10,674,800
                                                     ------------       ------------       ------------       ------------

GROSS PROFIT                                              155,763          4,463,787          9,321,570         10,973,565
                                                     ------------       ------------       ------------       ------------

OPERATING EXPENSES
     General and administrative                         3,408,669          1,863,694          7,933,848          5,368,018
     Commissions and other selling expenses                11,856          2,072,032          4,090,845          5,138,849
                                                     ------------       ------------       ------------       ------------
     TOTAL OPERATING EXPENSES                           3,420,525          3,935,726         12,024,693         10,506,867
                                                     ------------       ------------       ------------       ------------
INCOME FROM OPERATIONS                                 (3,264,762)           528,061         (2,703,123)           466,698
                                                     ------------       ------------       ------------       ------------

OTHER INCOME (EXPENSES)
Interest and penalties on late tax payments               611,920            (73,000)           566,831           (146,000)
Other income                                              (86,002)            11,588              1,565             86,460
Interest income, deposits                                  33,091             26,131             44,061             61,962
Interest income, financing arrangements                        --                 --             64,070                 --
Interest expense                                          (45,088)            (9,993)           (50,163)           (23,661)
                                                     ------------       ------------       ------------       ------------
     TOTAL OTHER INCOME (EXPENSE)                         513,921            (45,274)           626,364            (21,239)
                                                     ------------       ------------       ------------       ------------

INCOME BEFORE INCOME TAXES                             (2,750,841)           482,787         (2,076,759)           445,459

INCOME TAXES                                              266,262         (1,067,373)                --         (1,134,890)
                                                     ------------       ------------       ------------       ------------

NET LOSS                                               (2,484,579)          (584,586)        (2,076,759)          (689,431)

UNDECLARED PREFERRED STOCK DIVIDENDS                      (20,790)                --            (41,580)                --
                                                     ------------       ------------       ------------       ------------

LOSS APPLICABLE TO COMMON STOCKHOLDERS               $ (2,505,369)      $   (584,586)      $ (2,118,339)      $   (689,431)
                                                     ============       ============       ============       ============

BASIC AND DILUTED LOSS PER COMMON SHARE              $      (0.05)      $      (0.01)      $      (0.04)      $      (0.01)
                                                     ============       ============       ============       ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
USED IN BASIC AND DILUTED PER SHARE CALCULATION        52,897,186         52,870,136         52,897,186         52,846,602
                                                     ============       ============       ============       ============
</TABLE>

See accompanying notes.


                                       4
<PAGE>

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 2003 AND
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                    PREFERRED STOCK           PREFERRED STOCK            COMMON
                                                      SERIES A                   SERIES B                STOCK
                                           ----------------------------  ----------------------------   --------
                                              SHARES         AMOUNT          SHARES        AMOUNT        AMOUNT
                                           -------------  -------------  -------------  -------------   --------
<S>                                            <C>            <C>              <C>      <C>             <C>
Balance as of  December 31, 2002               1,650,500      1,650,500        328,491  $     328,491   $ 52,481
                                           -------------  -------------  -------------  -------------   --------

Issuance of Common stock for
   services and charitable donation                                                                          416

Issuance of Series B Preferred
   Stock for Compensation                                                      100,000        126,315

Net loss

Preferred Stock Accretions                                                                     (6,315)

                                           -------------  -------------  -------------  -------------   --------
Balance as of December 31, 2003                1,650,500      1,650,500        428,491  $     448,491   $ 52,897
                                           =============  =============  =============  =============   ========

Issuance of Series B Preferred
   Stock for Compensation

Cancellation of Stock and net increase in
Additional Paid-in-Capital due to the
   the Settlement Agreement                   (1,200,500)    (1,200,500)       (80,000)       (80,000)    (6,785)

Issuance of common stock for
   executive signing bonuses                                                                               7,000

Net Loss

                                           -------------  -------------  -------------  -------------   --------
Balance as of September 30, 2004                 450,000  $     450,000        348,491  $     368,491   $ 53,112
                                           =============  =============  =============  =============   ========

<CAPTION>
                                                        RETAINED
                                           ADDITIONAL   EARNINGS        TOTAL
                                            PAID-IN-    (ACCUM.      STOCKHOLDERS'
                                            CAPITAL     DEFICIT)        EQUITY
                                          ----------- -------------   -----------
<S>                                       <C>         <C>             <C>
Balance as of  December 31, 2002          $13,119,719 $ (13,041,191)  $ 2,110,000
                                          ----------- -------------   -----------

Issuance of Common stock for
   services and charitable donation            44,030                      44,446

Issuance of Series B Preferred
   Stock for Compensation                                                 126,315

Net loss                                                   (202,755)     (202,755)

Preferred Stock Accretions                                    6,315            --

                                          ----------- -------------   -----------
Balance as of December 31, 2003           $13,163,749 $ (13,237,631)  $ 2,078,006
                                          =========== =============   ===========

Issuance of Series B Preferred
   Stock for Compensation                                                      --

Cancellation of Stock and net increase in
Additional Paid-in-Capital due to the
   the Settlement Agreement                 2,137,129                     849,843

Issuance of common stock for
   executive signing bonuses                1,743,000                   1,750,000

Net Loss                                                 (2,076,759)   (2,076,759)

                                          ----------- -------------   -----------
Balance as of September 30, 2004          $17,043,878 $ (15,314,390)  $ 2,601,090
                                          =========== =============   ===========
</TABLE>


         The accompanying notes are an integral part of these condensed
                        consolidated financial statement.


                                       5
<PAGE>

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          FOR THE NINE MONTHS
                                                                          Ended September 30,
                                                                     ----------------------------
                                                                         2004             2003
                                                                     -----------      -----------
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                                  $(2,076,760)     $  (689,431)
  Adjustments to reconcile net income to
           net cash provided by operating activities
     Depreciation and amortization                                       176,219          150,498
     Prepaid non-cash compensation and expenses                               --           20,000
     Stock base compensation                                           1,750,000          121,515
     Non-cash expenses                                                        --           77,667
     Net change in operating assets and liabilities
           Merchant account receivables                                  (55,832)        (139,801)
           Other receivables                                            (143,483)         (49,362)
           Inventory                                                      (1,344)              --
           Prepaid expenses and other current assets                     (86,477)        (390,794)
           Accounts payable and accrued expenses                         970,841          347,169
           Deferred revenue                                             (446,594)         331,307
           Other current liabilities                                  (1,053,644)       1,132,518
           Reserve for returns and allowances                            230,532        1,031,420
           Accrued federal and state income tax                         (142,579)         893,890
                                                                     -----------      -----------
NET CASH FLOWS FROM OPERATING ACTIVITIES                                (879,121)       2,836,595
                                                                     -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Net change in notes receivable from financed sales                     (51,629)              --
  Purchase of Fixed Assets                                              (178,108)        (226,316)
                                                                     -----------      -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES                                (229,737)        (226,316)
                                                                     -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on capital lease obligations                                  (42,732)         (53,716)
  Payment under Settlement Agreement                                    (300,000)              --
  Repayments under line of credit agreement                                   --          (36,920)
                                                                     -----------      -----------
           NET CASH FLOWS FROM FINANCING ACTIVITIES                     (342,732)         (90,637)
                                                                     -----------      -----------

NET INCREASE (DECREASE) IN CASH                                       (1,451,590)       2,519,643

CASH AT BEGINNING OF PERIOD                                            3,890,929        1,338,345
                                                                     -----------      -----------

CASH AT END OF PERIOD                                                $ 2,439,339      $ 3,857,988
                                                                     ===========      ===========

SUPPLEMENTAL CASH FLOW INFORMATION
Issuance of common stock for services / charitable contributions     $        --      $    17,667
                                                                     ===========      ===========
Issuance of Series B Preferred Stock as Compensation                                       80,000
                                                                                      -----------
Property and equipment acquired under capital leases                 $    15,192      $        --
                                                                     ===========      ===========
EPMG Settlement Transaction:
     Decrease in Operating Assets                                    $ 1,548,814
     Decrease in Fixed Assets                                            414,870
     Decrease in Operating Liabilities                                (2,665,661)
     Decrease in Long-term Liabilities                                  (147,867)
     Increase in Equity                                                  849,844
                                                                     -----------
                                                                     $        --
                                                                     ===========
</TABLE>

         The accompanying notes are an integral part of these condensed
                        consolidated financial statement.


                                       6
<PAGE>

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)   ORGANIZATION,  BASIS  OF  PRESENTATION,  AND  CERTAIN  INTERIM  ACCOUNTING
      POLICIES

      (a)   Organization and Description of Business:

            Innovative   Software   Technologies,   Inc.  (the   "Company")  was
            incorporated  in the State of California  in May 1998.  The Company,
            together  with its  wholly-owned  subsidiaries,  is  engaged  in the
            development,  marketing  and delivery of  business-type  educational
            programs, generally to individuals,  throughout the United States of
            America.   The   Company's   educational   programs   combine   both
            self-training  and  consulting  by  Company  employees,  as  well as
            providing  seminar  training.  Recently the Company has expanded its
            activities  to include  business to business  sales of software  and
            services through its SoftSale, Inc. wholly owned subsidiary.

      (b)   Basis of Presentation:

            The  accompanying   unaudited   condensed   consolidated   financial
            statements have been prepared in accordance with generally  accepted
            accounting principles for interim financial information and with the
            instructions to Form 10-QSB and Regulation S-B. Accordingly, they do
            not  contain  all of  the  information  and  footnotes  required  by
            generally accepted accounting  principles for complete  consolidated
            financial statements. In the opinion of management, the accompanying
            unaudited condensed  consolidated  financial  statements reflect all
            adjustments   (consisting  only  of  normal  recurring  adjustments)
            considered  necessary  for a  fair  presentation  of  the  Company's
            financial  condition  as of September  30, 2004,  and the results of
            their  operations for the three and nine months ended  September 30,
            2004 and September 30, 2003,  and the cash flows for the nine months
            ended  September  30,  2004  and  2003.  These  unaudited  condensed
            consolidated financial statements should be read in conjunction with
            the  Company's  audited  2003  consolidated   financial  statements,
            including the notes  thereto,  and the other  information  set forth
            therein,  included in the Company's Annual Report on Form 10-KSB for
            the year ended  December 31, 2003.  Operating  results for the three
            and nine month periods ended  September 30, 2004 are not necessarily
            indicative  of the  operating  results  that may be expected for the
            year ending December 31, 2004.

      (c)   Principles of Consolidation:

            The consolidated  financial  statements  include the accounts of the
            Company and its wholly-owned subsidiaries,  EPMG, Inc., Triad Media,
            Inc. (f/k/a Hackett Media, Inc.) and SoftSale,  Inc. All significant
            intercompany  balances  and  transactions  have been  eliminated  in
            consolidation.

      (d)   Income Taxes in Interim Periods:

            Income taxes are accounted for under the asset and liability method.
            Deferred tax assets and  liabilities  are  recognized for the future
            tax consequences  attributable to differences  between the financial
            statement  carrying  amounts of existing  assets and liabilities and
            their  respective  tax  bases  and  operating  loss  and tax  credit
            carryforwards.  For  purposes of interim  financial  reporting,  the
            Company projects its effective income tax rate for the entire fiscal
            year, taking into account all taxing jurisdictions, and applies such
            rate to interim pre-tax income.  Changes in the projected  effective
            tax rate in future quarters, if any, are accounted for prospectively
            in the period of change.





                                       7
<PAGE>

      (e)   Earnings Per Common Share:

            Basic net income per common  share is computed  by dividing  (i) the
            net  income  (loss),  as  adjusted  for the  effects  of  cumulative
            dividends on the Series A and B Preferred Stock by (ii) the weighted
            average  common shares  outstanding  during the period.  Diluted net
            income  (loss) per share is  computed  similarly  but  includes  the
            effects of dilutive  securities in the  denominator.  Due to the Net
            Losses in each period, the calculation for diluted income per common
            share in each period is anti-dilutive.  Therefore, Basic and Diluted
            Net Loss per common share are the same.


<TABLE>
<CAPTION>
                                                          Three Months Ended                   Nine Months Ended
                                                             September 30,                       September 30,
                                                         2004            2003                 2004            2003
                                                         ----            ----                 ----            ----
   Basic:
<S>                                                   <C>               <C>                 <C>              <C>
      Loss applicable to common stockholders          ($2,505,369)      ($584,586)          ($2,118,340)     ($689,431)
                                                     ============== ===============     ================= ==============
    Weighted average common shares outstanding          51,432,769      52,870,136            52,405,484     52,846,602
                                                     ============== ===============     ================= ==============
      Basic and diluted loss per common share              ($0.05)         ($0.01)               ($0.04)        ($0.01)
                                                     ============== ===============     ================= ==============
</TABLE>


(2)      ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consist of the following:

                                               SEPTEMBER 30,   DECEMBER 31,
                                                   2004            2004
                                                ----------     ----------

Accrued sales splits to lead providers          $       --     $1,255,770

Accrued wages and other                          1,461,066        773,707

Reserves for returns and refunds                    30,098        742,568

Accounts payable                                   432,859        351,089

Interest and penalties on late tax payments        205,565        218,950

Credit facility (a)                                     --          3,440
                                                ----------     ----------
                                                $2,129,589     $3,345,524
                                                ==========     ==========



      (a)   The Company has a credit facility that provides for borrowings up to
            $50,000, with interest at Prime Rate, plus 2%.





                                       8
<PAGE>

(3)   STOCKHOLDERS' EQUITY

      (a)   Convertible Preferred Stock:

            The Company has 25,000,000  shares of preferred stock authorized and
            has 450,000 shares of Series A Preferred  issued and outstanding and
            80,000  shares of Series B Preferred  issued and  outstanding  as of
            September  30,  2004.  The  Series A and  Series B  Preferred  Stock
            (collectively "Preferred Stock") have the same terms and conditions.
            The  Preferred  Stock is (i) entitled to  cumulative  dividends at a
            rate  of 4.0% of the  liquidation  value  ($1.00  per  share),  (ii)
            convertible  at any time into  common  stock at a rate of 95% of the
            average  closing  market  price of the  common  stock  for five days
            preceding  conversion  (4,404,885 and 8,105,228  common shares as of
            September  30, 2004 and  December  31,  2003,  respectively),  (iii)
            redeemable  at any time by the  Company  for $1.00 per  share,  (iv)
            entitled to one vote per share.

            As of September  30, 2004 and  December  31,  2003,  the Company has
            cumulative,  undeclared  dividends in arrears on the Preferred Stock
            of $0 and $82,510, respectively.

      (b)   Settlement Agreement:

            On July 2, 2004,  the Company  entered into a  Settlement  Agreement
            with James R. Garn,  Ethan W. Willis,  and Ethan and Randy,  LC (the
            "Settlement  Agreement")  pursuant  to which the  parties  agreed to
            settle all disputes between them, including all disputes relating to
            the  Company's  2001   acquisition  from  Garn  and  Willis  of  the
            outstanding  stock of  Energy  Professional  Marketing  Group,  Inc.
            ("EPMG").

            Under the terms of the  Settlement  Agreement,  Garn and Willis (the
            "Principals") have surrendered to the Company all of their shares of
            capital stock of the Company,  comprising 6,784,762 shares of common
            stock,  1,200,500  shares of Series A  Preferred  Stock,  and 80,000
            shares of Series B Preferred  Stock,  in exchange for certain assets
            of EPMG.  These assets  include  EPMG's rights under certain  credit
            card  processing  contracts   (including   receivables  relating  to
            reserves  under  those  contracts  in the  amount  of  approximately
            $1,000,000),  substantially  all of the  tangible  fixed  assets  of
            EPMG's Utah facility, and certain intangible assets of EPMG, such as
            specified website domain names, software, and customer lead data.

            The  Settlement  Agreement  also sets forth certain  agreements  and
            covenants  relating  to the  relationship  between  the parties on a
            going-forward   basis  and  the   parties'   respective   businesses
            activities, including the following:

            o The  Company  and an  entity  controlled  by the  Principals  have
            entered  into  agreements  providing  for the  reciprocal  supply of
            products and customer leads to each other on a going-forward basis.

            o A company controlled by the Principals has agreed to assume all of
            EPMG's outstanding  service obligations to EPMG's coaching customers
            in  consideration  of the  payment  of service  fees by the  Company
            totaling $425,000.

            o A newly created company controlled and owned by the Principals has
            assumed  the  lease  of  EPMG's   facility  in  Provo,   Utah,   and
            substantially  all employees at such facility have transferred their
            employment to such newly created company. Pursuant to the Settlement
            Agreement,  the Company has released all such  employees  from their
            non-compete obligations to the Company.



                                       9
<PAGE>

            o The Company has agreed to refrain from  soliciting the services of
            certain  lead  providers  for a  six-month  period  of time and from
            marketing  to  current  active  coaching   customers  for  120  days
            following the Settlement Agreement.

            Pursuant to the Settlement  Agreement,  the Company, the Principals,
            and their respective affiliates have entered into mutual waivers and
            releases  relating  to any and all  claims  that  they  may have had
            against  one  another  other  at any  time  through  the date of the
            Settlement Agreement. Subsequent to the settlement, EPMG will remain
            a wholly  owned  subsidiary  of the Company and,  together  with the
            Company,  will focus on growing its business through its traditional
            coaching and mentoring  products,  new software products relating to
            improving the  efficiency of small  businesses,  and future  planned
            software  products  targeting the IT departments of medium and large
            businesses.

            The Company  recorded the settlement on the effective  date. No gain
            or loss arose from the  settlement  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. In addition,  the Company has
            concluded  that the  transaction  does not meet the  conditions  for
            treatment of EPMG as a  discontinued  operation due to the fact that
            continuing agreements between the Company and EPMG for cross selling
            of each  other's  products  and  services  rise to the  level of the
            Company's  significant  continuing  involvement in the operations of
            the disposed component.

      (c)   Signing Bonus:

            On August 4, 2004,  the Board of  Directors  unanimously  approved a
            resolution  authorizing the hiring of a new Chief Executive Officer,
            Peter M. Peterson, and a new Chief Financial Officer, Christopher J.
            Floyd,  under specific  terms of employment.  Among those terms were
            the issuance to each executive  3,500,000  shares of common stock of
            the  Company,  having  the usual  restrictive  legend and no vesting
            period (see Exhibits  10.1 and 10.2 of the  Company's  June 30, 2004
            Report on Form 10QSB).


(4)   RELATED PARTY TRANSACTIONS

      (a)   Sales Leads:

            The Company purchased sales leads from Education Success  Institute,
            Inc. (ESI),  which was owned by two former employees of the Company.
            The cost of sales  leads  purchased  during  the nine  months  ended
            September  30, 2004,  which is based upon a  percentage  of revenue,
            amounted to $3,927,171.

      (b)   Settlement Agreement:

            The Company and two former  officers of the Company were involved in
            a dispute  that was  settled  on July 2, 2004 (see 3(b)  "Settlement
            Agreement" above).





                                       10
<PAGE>

      (c)   Collection Agreement:

            In October 2004 the Company entered into a Collection Agreement with
            Magna Charter,  Inc. a firm owned by a former officer of the Company
            who is also related to the President of the Company.  We believe the
            contract was negotiated at arms length and contains terms comparable
            to the terms that would be  obtained  in such an  agreement  with an
            unrelated third party.

(5)   COMMITMENTS AND CONTINGENCIES

      (a)   Leases:

            Future minimum lease payments under  noncancelable  operating leases
            (with  initial  terms in  excess of one  year)  and  future  minimum
            capital lease payments as of September 30, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                           Capital            Operating
                  Year ending December 31:                                  Leases              Leases
                                                                      ------------------- -------------------
<S>                                                                                <C>        <C>
                  Three months ending December 31, 2004                            4,294        27,593
                  2005                                                             7,169        72,454
                  2006                                                             5,770        34,888
                  2007                                                                 -             -
                                                                                --------      --------
                  Total noncancelable lease payments                              17,233       134,935
                                                                                ========      ========

                  Less amount representing interest                                1,651
                                                                                --------

                                                                                  15,582
                                                                                ========

                  Principal amount due in one year                                 8,744
                  Principal amount due after one year                              6,838
                                                                                --------
                                                                                 $15,582
                                                                                ========
</TABLE>

            Rent  expense  under all  operating  leases  for the  quarter  ended
            September 30, 2004 was $20,117.


      (b)   Content Providers:

            The Company is a party to several  agreements  that  provide for the
            educational content and multimedia materials used in the educational
            offerings.  Generally,  these  agreements  provide for a commission,
            generally 8% to 10%, of actual  sales.  The  maintenance  of content
            agreements  is  a  critical  element  to  the  Company's  continuing
            viability.

      (c)   Servicing Arrangements:

            The Company is a party to a servicing  agreement  with a third party
            financial  institution  for the servicing of the Company's  financed
            sales.  The  agreement  provides for the  collection,  servicing and
            remittance  of notes  receivable  as an agent  to the  Company.  The
            counterparty  receives certain fees for this servicing  arrangement,
            which is included as a reduction of the interest income on the notes
            receivable.



                                       11
<PAGE>

      (d)   SEC Investigation:

            On June 24, 2003, the Securities  and Exchange  Commission  issued a
            formal order of  investigation  authorizing  subpoenas for documents
            and  testimony  in  connection  with the  investigation  of  certain
            securities matters. The Company has and intends to continue to fully
            cooperate with the SEC in its investigation.

      (e)   Litigation:

            None.

      (f)   Income Tax Returns:

            Accrued  income  taxes  related  to prior tax  periods  and  accrued
            interest/tax  penalties  related to prior tax  periods  amounted  to
            $601,400 and  $183,110,  respectively  as of September  30, 2004. In
            November  2004 the Company filed its 2003 and 2002 Federal and State
            of Utah income tax returns. The Company intends to pay approximately
            $685,000 in accrued  taxes and  interest  before the end of November
            2004. In November, the Company also filed an amended return for 2001
            that seeks the reduction of the total tax, interest and penalty from
            approximately $1,000,000, which was recorded in 2001, to $784,410.


      (6)   SUBSEQUENT EVENTS.

            Effective November 12, 2004, Peter Justen resigned from the Board of
            Directors.

            On November 18, 2004,  the Company  closed a transaction  to acquire
            all of the assets and the  business of Get in the Game.  The Company
            will operate this new business as a wholly owned subsidiary,  Get in
            the Game, Inc. This new business is focused on providing information
            and consulting,  primarily through seminars and online marketing, to
            student  athletes and their parents.  The  acquisition was accounted
            for as an asset purchase valued at $341,000  comprising  $200,000 in
            equity and the  assumption  of $141,000  in debt.  Equity was in the
            form of restricted  shares of the Company's common stock,  valued at
            $0.2075, the 20 trading day average closing price prior to closing.


                                       12
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion includes statements that are forward looking in nature.
The accuracy of such statements  depends on a variety of factors that may affect
the business and operations of the Company.  When used in this  discussion,  the
words "expect(s)",  "feel(s)",  "believe(s)", "will", "may", "anticipate(s)" and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are subject to certain risks and  uncertainties,  and actual results
could differ  materially  from those  projected.  These risks and  uncertainties
include,  but are not  limited  to,  the  matters  discussed  under the  caption
"Factors Affecting Future Results" in the Company's Annual Report on Form 10-KSB
for the fiscal year ended  December  31, 2003 and other risks and  uncertainties
discussed in filings made with the Securities and Exchange Commission (including
risks described in subsequent reports on Form 10-QSB,  Form 10-KSB, Form 8-K and
other  filings).  Readers are  cautioned  not to place  undue  reliance on these
forward-looking  statements,  and are urged to carefully review and consider the
various disclosures elsewhere in this Form 10-QSB.

OVERVIEW

The following  discussion  summarizes  information about our accounting policies
and practices and information  about our operations in a comparative  manner for
the three and nine months ended  September 30, 2004 and 2003.  Our  management's
discussion and analysis of financial  condition and results of operations should
be read in conjunction  with our consolidated  financial  statements and related
notes thereto included elsewhere herein.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This  discussion  and  analysis  of  our  financial  condition  and  results  of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets and liabilities, revenues and expenses, and related disclosure
of contingent  assets and  liabilities  at the date of the  Company's  financial
statements.  Actual  results may differ  from these  estimates  under  different
assumptions or conditions.

Critical  accounting  policies  are  defined  as those  that are  reflective  of
significant  judgments and  uncertainties,  and potentially result in materially
different  results  under  different  assumptions  and  conditions.  The Company
believes that its critical accounting policies include those described below.

Allowances for Doubtful Accounts

Our net notes  receivable  amounted to  $1,001,520  as of September 30, 2004 and
relate to product financing  arrangements  entered into with our clients.  These
notes are unsecured, bear interest at 15% and have terms ranging between one and
two years.

The  allowance  for  doubtful  accounts  is based upon our best  estimate of the
amount of probable credit losses in the existing notes based upon our historical
loss rates  experienced  on such  financing  arrangements.  A note is considered
impaired  pursuant  to  Financial  Accounting  Standards  Board  Statement  114,
Accounting by Creditors for  Impairment of a Loan.  Pursuant to Statement 114, a
note is  impaired  if it is  probable  that the  Company  will not  collect  all
principal and interest  contractually  due. The  impairment is measured based on
the  present  value of  expected  future  cash  flows  discounted  at the note's
effective  interest  rate.  The Company does not accrue  interest when a note is
considered  impaired.  When ultimate  collectibility of the principal balance of
the impaired note is in doubt,  all cash receipts on impaired  notes are applied
to reduce  the  principal  amount of such  notes  until the  principal  has been
recovered and are recognized as interest income  thereafter.  Impairment  losses
are charged  against the allowance  when all possible  means of collection  have
been exhausted and the potential for recovery is considered remote.



                                       13
<PAGE>

Revenue Recognition and Returns and Allowances

We  have  evaluated  our  product  offerings  in the  context  SAB  101  Revenue
Recognition and EITF 00-21 Revenue  Arrangements with Multiple  Deliverables and
have  determined  that  revenues  associated  with  the  multimedia  educational
materials (product sales) require  accounting  separate from the educational and
coaching  services  (services  revenue).  The fair value of these  offerings  is
established  through  separate  third party sales of each of these  products and
services.

Product  Sales:  We recognize  product sales upon  delivery to our students,  as
evidenced  by third  party  shipping  providers,  which is the  point  where the
student  assumes  ownership  and risk of loss.  Shipping  costs  are  billed  to
students and are  included as a component of revenue and cost of product  sales.
Returns are provided for based upon the Company's historical return experience.

Services Revenues: The Company's educational offering includes multiple sessions
with a  Company  employed  coach.  We  recognize  services  revenue  pro rata as
coaching/training  sessions are rendered.  Deferred revenue represents the price
of future  coaching  sessions that students have paid for  ($114,300),  less the
applicable commissions to sales employees ($9,084).

Our  obligation to provide  coaching and training  ceases one year following the
sale.  Refunds for unused courses are not provided for in the sales  arrangement
with the student.  However, the Company offers refunds in certain  circumstances
for which a history has been developed to estimate and reserve such amounts.

RESULTS OF OPERATIONS

Three and nine month periods ended September 30, 2004 and September 30, 2003.

Revenues

Revenues for the three months ended  September  30, 2004 and 2003 were  $254,663
and $9,076,162,  respectively,  which represents a 97.2 % decrease. Revenues for
the  nine  months  ended  September  30,  2004 and 2003  were  $17,522,145,  and
$21,648,365,  respectively,  which  represents a 19.1%  decrease.  The Company's
principal  source of revenue for the quarters ended  September 30, 2004 and 2003
consisted  of business  education  and  coaching  services.  Revenues  decreased
substantially in the third quarter over the third quarter of 2003 as a result of
the  Settlement  Agreement with Garn and Willis whereby the majority of our EPMG
subsidiary's  operations,  along  with  certain  assets  and  liabilities,  were
transferred  to Garn and  Willis  (see note  3(b) in the Notes to the  Condensed
Consolidated Financial Statements herein).

We record  revenues for  multimedia  education  materials  (product  sales) upon
delivery of the  material  to our  students.  We record  revenues  for  coaching
sessions  rendered and we defer revenue for coaching  sessions that are paid for
but have not yet been  rendered.  Our  total  services  revenue  deferral  as of
September 30, 2004 was $114,300  compared to $4,461,883 as of December 31, 2003.
These  deferred   revenues  are  partially  offset  by  lead  splits  and  sales
commissions paid when funds are received.  Our deferral as of September 30, 2004
was less than the amount  deferred as of December 31, 2003 as the number of open
coaching  sessions for which the Company is responsible  for decreased  markedly
under the terms of the Settlement Agreement.



                                       14
<PAGE>

Substantially all of our revenues to date were derived from our EPMG subsidiary.
On September 26, 2003, legal counsel representing the former principals of EPMG,
notified  us with an  allegation  that they were  entitled  to rescind  the 2001
acquisition of EPMG. The  notification  alleged that the former  principals were
defrauded in connection  with our  acquisition of EPMG, Inc. and that they would
seek litigation to effect a rescission of the 2001 purchase. On January 2, 2004,
the  Company  and  these  former   principals   entered  into  a  Memorandum  of
Understanding that provided for the settlement of the principals' claims through
exchange of certain  operating assets of EPMG for the common and preferred stock
previously issued in connection with the merger.

On July 2, 2004, the Company entered into a Settlement Agreement with the former
principals  pursuant to which the parties agreed to settle all disputes  between
them. Under the terms of the Settlement  Agreement,  the former  principals have
surrendered  to the Company all of their shares of capital stock of the Company,
comprising  6,784,762  shares  of  common  stock,  1,200,500  shares of Series A
Preferred  Stock, and 80,000 shares of Series B Preferred Stock, in exchange for
certain assets of EPMG.  These assets include EPMG's rights under certain credit
card  processing  contracts  (including  receivables  relating to reserves under
those contracts in the amount of approximately $1,000,000), substantially all of
the tangible fixed assets of EPMG's Utah facility, and certain intangible assets
of EPMG,  such as specified  website domain names,  software,  and customer lead
data. (See Form 8-K report filed on July 19, 2004.)

Cost of Sales and Margins

Cost of sales for the quarters  ended  September  30, 2004 and 2003 were $98,900
and  $4,612,375,  respectively,  representing  gross margins of 61.2% and 49.2%,
respectively.  For the nine months ended  September  30, 2004 and 2003,  cost of
sales were $8,200,575 and $10,674,800  respectively,  representing gross margins
of 53.2% and  50.7%,  respectively.  Cost of sales  include  (i) the cost of the
multimedia  educational  materials that we ship to our students,  (ii) the wages
paid to our coaches and (iii) the commissions  that we pay to lead sources.  Our
increased  gross  profit  margin  in the  third  quarter  of 2004  reflects  the
Company's focus on internal generation of leads.

Selling Expenses

Selling  expenses for the three months  ended  September  30, 2004 and 2003 were
$11,856  (4.7% of revenue)  and  $2,072,032  (22.8% of  revenue),  respectively.
Selling  expenses  for the nine months  ended  September  30, 2004 and 2003 were
$4,090,845 (23.3% of revenue) and $5,138,849  (23.7% of revenue),  respectively.
Selling expenses consisted  primarily of commissions paid to sales associates as
well as marketing  and  advertising  expenses  associated  with key products and
services.  The  overall  decrease in selling  expenses  in the third  quarter is
attributed to the overall decrease in sales of products and services.

General and Administrative Expenses

General and  administrative  expenses for the three months ended  September  30,
2004 and 2003 were  $3,408,669  (1,338% of  revenue)  and  $1,863,694  (20.5% of
revenue), respectively.  General and administrative expenses for the nine months
ended  September  30,  2004 and 2003  were  $7,933,848  (45.3% of  revenue)  and
$5,368,018 (24.8% of revenue), respectively. General and administration expenses
consisted  primarily  of salaries and wages,  professional  fees,  rent,  travel
expenses, payroll taxes, telephone expenses and other general and administrative
expenses  necessary to support the  operations  of the Company.  The increase in
general and  administrative  expenses was primarily  attributable to a 7 million
share signing bonus for the Chief Executive Officer and Chief Financial Officer,
which was valued at $0.25 per share and expensed in the period.



                                       15
<PAGE>

Other Income (Expense)

Other Income  (Expense)  for the three months ended  September 30, 2004 and 2003
were $513,921 and ($45,274),  respectively.  For the nine months ended September
30,  2004 and  2003,  other  income,  net of other  expenses  was  $626,363  and
($21,239),  respectively. The increase in the current period Other Income is due
primarily to the revaluation of the Company's estimated income tax liability.

Income Taxes

Our income tax  provision  amounted to $0.00 for the period ended  September 30,
2004 versus a provision of $1,134,890  for the period ended  September 30, 2003.
For purposes of interim financial reporting,  the Company projects its effective
income  tax rate for the entire  fiscal  year  (39.5% for the nine month  period
ended  September 30, 2004),  taking into account all taxing  jurisdictions,  and
applies such rate to interim pre-tax income.  Changes in the projected effective
tax rate in future  quarters,  if any, are  accounted for  prospectively  in the
period of change.  Our income tax for the quarterly  period ended  September 30,
2003  was  different  than  the  statutory   rates   applicable  to  our  taxing
jurisdictions  because of  valuation  allowances  and  non-deductible  permanent
differences (primarily income tax penalties).

Net Loss

Our net loss for the three and nine months ended  September 30, 2004 amounted to
$2,484,579 and $2,076,760,  respectively, compared to net losses of $584,586 and
$689,431 for the three and nine months ended  September  30, 2003.  Current year
losses are attributable to the matters discussed above.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004 we had current  assets of $4,187,669,  which  represents a
decrease of $2,380,960  over current assets as of December 31, 2003. Most of the
decrease  is  attributable  to a  decrease  in cash and a decrease  in  Merchant
Account balances. At September 30, 2004 we had cash on hand of $2,439,339, which
represents an decrease of $1,451,591  over the balances as of December 31, 2003.
The Company  transferred  approximately  $1,000,000 in Merchant Account reserves
under the terms of the Settlement Agreement.  Notes receivable of $1,001,520, as
of September 30, 2004 is net of our estimated reserve of $359,018 for bad debts.
Gross notes  receivable  were  $1,360,537  as of September  30, 2004 compared to
$1,404,420 as of December 31, 2003.

At September 30, 2004 we had current liabilities of $2,923,504, which represents
a decrease of $3,165,408  over current  liabilities as of December 31, 2003. Our
current   liabilities  include  significant  amounts  associated  with  deferred
revenue,  commissions and reserves for returns.  These accounts  require complex
subjective  estimates.  Our net  deferred  revenue of  $114,300,  which will not
require cash outlays,  decreased  $1,742,947 from the balance as of December 31,
2003, again due primarily to the terms of the Settlement  Agreement  whereby the
liability for fulfilling  coaching  sessions was assumed by a third pary. We are
also  liable for  commissions  to our sales force and to lead  providers.  These
commissions  payable,  included as a component  of accounts  payable and accrued
liabilities, total $9,084 as of September 30, 2004. The minimal figure is due to
our focus on generating leads internally.



                                       16
<PAGE>

As September 30, 2004, our working capital increased to $1,264,164 from $479,716
as of December 31, 2003. We believe that our  operating  activities in 2004 will
be sufficient to fulfill our obligations as they become due in the normal course
of business.

We have no material commitments for capital  expenditures.  Capital expenditures
in the quarter and nine months ended September 30, 2004 were $0.00 and $189,766,
respectively.

Accrued  income  taxes  related to prior tax periods  and  accrued  interest/tax
penalties  related to prior tax  periods  amounted  to  $601,400  and  $183,110,
respectively  as of September  30, 2004.  In November 2004 the Company filed its
2003 and 2002 Federal and State of Utah income tax returns.  The Company intends
to pay  approximately  $685,000 in accrued taxes and interest  before the end of
November  2004. In November,  the Company also filed an amended  return for 2001
that  seeks  the  reduction  of  the  total  tax,   interest  and  penalty  from
approximately $1,000,000, which was recorded in 2001, to $784,410.

We  currently  do not  have a stock  option  or  stock  purchase  plan.  We also
currently do not have any employee  benefit  plans that would require the use of
our securities.

EPMG TRANSACTION

On September 26, 2003, counsel representing the former principals of EPMG, Inc.,
who were then  employees  of EPMG,  Inc.,  notified  the Company  that they were
allegedly  entitled to rescind the Company's  2001  acquisition  of EPMG,  Inc.,
which  was  accomplished  in a  stock-for-stock  exchange,  accounted  for  as a
purchase  business  combination.   The  notification  alleged  that  the  former
principals were defrauded in connection with the Company's  acquisition of EPMG,
Inc.  and that they would seek  litigation  to effect a  rescission  of the 2001
purchase.  On January 2, 2004, the Company and these former  principals  entered
into a Memorandum  of  Understanding  that  provided for the  settlement  of the
principals'  claims through exchange of certain operating assets of EPMG for the
Company's common stock previously issued in connection with the merger.

On July 2, 2004, the Company entered into a Settlement Agreement with the former
principals  pursuant to which the parties agreed to settle all disputes  between
them. Under the terms of the Settlement  Agreement,  the former  principals have
surrendered  to the Company all of their shares of capital stock of the Company,
comprising  6,784,762  shares  of  common  stock,  1,200,500  shares of Series A
Preferred  Stock, and 80,000 shares of Series B Preferred Stock, in exchange for
certain assets of EPMG.  These assets include EPMG's rights under certain credit
card  processing  contracts  (including  receivables  relating to reserves under
those contracts in the amount of approximately $1,000,000), substantially all of
the tangible fixed assets of EPMG's Utah facility, and certain intangible assets
of EPMG,  such as specified  website domain names,  software,  and customer lead
data. (See Form 8-K report filed on July 19, 2004.)

OFF BALANCE-SHEET ARRANGEMENTS

The Company has no material off-balance sheet arrangements as of September 30,
2004.




                                       17
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a)   As of September 30, 2004, the Chief Executive  Officer and Chief Financial
      Officer  of  the  Company,   with  the   participation  of  the  Company's
      management,  carried  out  an  evaluation  of  the  effectiveness  of  the
      Company's disclosure controls and procedures pursuant to Exchange Act Rule
      13a-14.  Based on that  evaluation,  the Chief  Executive  Officer and the
      Chief  Financial  Officer  believe that, as of the date of the evaluation,
      the Company's  disclosure  controls and procedures are effective in making
      known to them material  information relating to the Company (including its
      consolidated subsidiaries) required to be included in this report.

(b)   There  were no  changes  in the  Company's  internal  controls  during the
      quarterly  period ended  September 30, 2004 or in other factors that could
      significantly  affect  internal  controls,  known to the  Chief  Executive
      Officer  or the Chief  Financial  Officer,  subsequent  to the date of the
      evaluation.


                                       18
<PAGE>


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

SEC Investigation

On June 24, 2003 the Securities and Exchange  Commission ("SEC") issued a formal
order  of   investigation   with  respect  to  the  Company,   authorizing   the
investigation of certain  securities  matters  relating to the Company.  The SEC
staff has  taken the  testimony  of  certain  officers  of the  Company  and has
informed the Company that it intends to take additional testimony. The SEC staff
has also issued additional  requests for the voluntary  production of documents.
Prior to the  issuance  of the  order,  the  Company  had  voluntarily  provided
documents and  information to the SEC staff in response to informal,  non-public
inquiries by the staff.  The Company  intends to fully cooperate with the SEC in
its investigation.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(b)There has not been any material  arrearage in the payment of dividends on any
      preferred stock.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a. Exhibits

The exhibits required by this item are listed in the Index to Exhibits set forth
at the end of this Form 10-QSB.

b. Reports on Form 8-K

During the third  quarter of the period  convered  by this  report,  the Company
filed the following report on Form 8-K:

On July 19, 2004 the Company filed a Form 8-K (Items 2, 5 and 7) disclosing  the
results of the closing of a Settlement  Agreement  with two former  officers and
directors of the Company.







                                       19
<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        INNOVATIVE SOFTWARE TECHNOLOGIES, INC.


DATE:        November 22, 2004
                                        ----------------------------------------
                                        Peter M. Peterson
                                        Chief Executive Officer and Director



                                        ----------------------------------------
                                        Christopher J. Floyd
                                        Chief Financial Officer




                                       20
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                                      Description


<S>               <C>


2.1               Asset  Purchase  Agreement  by and between  Douglas W. Single,
                  Innovative Software  Technologies,  Inc., and Get in the Game,
                  Inc. dated as of November 18, 2004.

10.1              Employment  Contract for Douglas W. Single,  Vice President of
                  Business Development of Innovative Software Technologies, Inc.

31.1              Certification  of Chief Executive  Officer of Innovative  Software  Technologies,  Inc.  pursuant to Rule
                  13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended.

31.2              Certification  of Chief Financial  Officer of Innovative  Software  Technologies,  Inc.  pursuant to Rule
                  13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended.

32.1              Certification of Chief Executive Officer of Innovative Software Technologies,  Inc. pursuant to 18 U.S.C.
                  1350.

32.2              Certification of Chief Financial Officer of Innovative Software Technologies,  Inc. pursuant to 18 U.S.C.
                  1350.
</TABLE>


                                       21