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 March 31, 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)

            CALIFORNIA                                    95-4691878
 -------------------------------                      -------------------
 (State or Other Jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                      Identification No.)

204 NW PLATTE VALLEY DRIVE, RIVERSIDE, MO                    64150
-----------------------------------------                 ----------
 (Address of Principal Executive Offices)                 (Zip Code)


                                 (816) 584-8030
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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 52,897,186 shares of common stock,  $0.001 par value,  outstanding as
of May 21, 2004.


                                       1
<PAGE>


                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                                   FORM 10-QSB

                          QUARTER ENDED MARCH 31, 2004


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

      Condensed Consolidated Statements of Operation (Unaudited) for the
        Three Months Ended March 31, 2004 and 2003 .........................   4

      Condensed Consolidated Statements of Cash Flow (Unaudited) for the
        Three Months Ended March 31, 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 ................................................  12

Item 3.  Controls and Procedures ...........................................  17


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................  18

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

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

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

Index to Exhibits ..........................................................  21



                                       2
<PAGE>


PART I -   FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

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

CURRENT ASSETS
     Cash                                                                 $  4,974,623    $  3,890,929
     Accounts receivable:
        Merchant accounts receivable                                         1,160,022       1,104,051
        Other receivables                                                      181,595         101,590
     Notes receivable, net of allowance for doubtful accounts
            of $424,876 and $454,529 respectively                            1,161,624         949,891
     Inventory                                                                  48,602          48,291
     Prepaid expenses and other current assets                                 207,295          15,986
     Deferred income taxes                                                     457,890         457,890
                                                                          ------------    ------------
           TOTAL CURRENT ASSETS                                              8,191,652       6,568,628
                                                                          ------------    ------------
PROPERTY AND EQUIPMENT, NET                                                    580,620         574,291
GOODWILL                                                                     1,088,686       1,088,686
DEFERRED INCOME TAXES                                                           17,688          17,688
DEPOSITS                                                                        53,965          43,965
                                                                          ------------    ------------
           TOTAL ASSETS                                                   $  9,932,610    $  8,293,258
                                                                          ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                $  4,342,563    $  3,342,084
     Deferred revenue                                                        2,103,538       1,857,247
     Accrued income taxes                                                      978,346         822,533
     Current maturities of capital lease obligations                            72,714          67,049
                                                                          ------------    ------------
           TOTAL CURRENT LIABILITIES                                         7,497,161       6,088,913
CAPITAL LEASE OBLIGATIONS                                                      118,793         126,336
                                                                          ------------    ------------
           TOTAL LIABILITIES                                                 7,615,953       6,215,249
                                                                          ------------    ------------

COMMITMENTS AND CONTINGENCIES (NOTE 5)                                              --              --

STOCKHOLDERS' EQUITY
     Series A preferred stock; issued and outstanding, 1,650,500 shares      1,650,500       1,650,500
     Series B preferred stock; issued and outstanding, 428,491 shares          448,491         448,491
     Common stock - authorized, 100,000,000 shares of
                    $.001 par value; issued and outstanding, 52,897,186         52,897          52,897
     Additional paid-in capital                                             13,163,749      13,163,749
     Accumulated deficit                                                   (12,998,980)    (13,237,628)
                                                                          ------------    ------------
           TOTAL STOCKHOLDERS' EQUITY                                        2,316,657       2,078,009
                                                                          ------------    ------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  9,932,610    $  8,293,258
                                                                          ============    ============
</TABLE>

                            See accompanying notes.


                                       3
<PAGE>


                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        FOR THE THREE MONTHS
                                                           ENDED MARCH 31,
                                                    -----------------------------
                                                                      (RESTATED)
                                                        2004             2003
                                                    ------------     ------------
<S>                                                 <C>              <C>
REVENUE
     Services revenue                               $  3,501,942     $  2,360,188
     Product sales                                     5,753,120        3,219,020
     Other revenue                                       394,327               --
                                                    ------------     ------------
        TOTAL REVENUE                                  9,649,389        5,579,208

COST OF REVENUE
     Cost of services revenue                          1,496,463        1,054,413
     Cost of product sales and other revenue           3,015,195        1,492,479
                                                    ------------     ------------
        TOTAL COST OF REVENUE                          4,511,658        2,546,892
                                                    ------------     ------------
GROSS PROFIT                                           5,137,731        3,032,316
                                                    ------------     ------------
OPERATING EXPENSES
     General and administrative                        2,923,724        1,741,157
     Commissions and other selling expenses            1,885,458        1,455,118
                                                    ------------     ------------
        TOTAL OPERATING EXPENSES                       4,809,182        3,196,275
                                                    ------------     ------------
INCOME FROM OPERATIONS                                   328,549         (163,959)
                                                    ------------     ------------
OTHER INCOME (EXPENSES)
Interest and penalties on late tax payments              (21,748)              --
Other income                                              53,514           44,112
Interest income, deposits                                  5,485           17,387
Interest income, financing arrangements                   32,191               --
Interest expense                                          (3,528)              --
                                                    ------------     ------------
        TOTAL OTHER INCOME (EXPENSE)                      65,915           61,499
                                                    ------------     ------------

INCOME BEFORE INCOME TAXES                               394,463         (102,460)

INCOME TAXES                                            (155,813)         125,000
                                                    ------------     ------------

NET INCOME                                               238,650           22,540

UNDECLARED PREFERRED STOCK DIVIDENDS & ACCRETIONS        (20,790)         (19,790)
                                                    ------------     ------------

INCOME APPLICABLE TO COMMON STOCKHOLDERS            $    217,860     $      2,750
                                                    ============     ============

BASIC INCOME PER COMMON SHARE                       $       0.00     $       0.00
                                                    ============     ============

DILUTED INCOME PER COMMON SHARE                     $       0.00     $       0.00
                                                    ============     ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
USED IN BASIC PER SHARE CALCULATION                   52,897,186       52,674,733
                                                    ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
USED IN BASIC PER SHARE CALCULATION                   57,188,189       61,527,364
                                                    ============     ============
</TABLE>

                            See accompanying notes.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS
                                                             Ended March 31,
                                                       --------------------------
                                                                       (Restated)
                                                           2004           2003
                                                       -----------    -----------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                           $   238,650    $    22,540
  Adjustments to reconcile net income to
   net cash provided by operating activities
    Depreciation and amortization                           78,695         45,093
    Prepaid non-cash compensation and expenses                  --         62,250
    Non-cash expenses                                           --         30,667
    Net change in operating assets and liabilities
      Merchant account receivables                         (55,972)            --
      Other receivables                                    (80,007)       (28,308)
      Inventory                                               (311)            --
      Prepaid expenses and other current assets           (201,309)      (225,103)
      Accounts payable and accrued expenses              1,000,479        221,684
      Deferred revenue                                     246,291         97,392
      Accrued income taxes                                 155,813             --
                                                       -----------    -----------
      NET CASH FLOWS FROM OPERATING ACTIVITIES           1,382,330        226,215
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Change in notes receivable from financed sales          (211,733)            --
  Capital expenditures                                     (69,832)      (104,181)
                                                       -----------    -----------
      NET CASH FLOWS FROM INVESTING ACTIVITIES            (281,565)      (104,181)
                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from borrowing under note payable                    --          8,085
  Repayments under line of credit agreement                     --        (36,142)
  Payments on capital lease obligations                    (17,071)       (46,859)
                                                       -----------    -----------
      NET CASH FLOWS FROM FINANCING ACTIVITIES             (17,071)       (74,916)
                                                       -----------    -----------

NET INCREASE IN CASH                                     1,083,694         47,119

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

CASH AT END OF PERIOD                                  $ 4,974,623    $ 1,385,464
                                                       ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION
Issuance of Series B Preferred Stock as Compensation   $        --    $    20,000
                                                       ===========    ===========
Property and equipment acquired under capital leases   $    15,521    $        --
                                                       ===========    ===========
</TABLE>

                             See accompanying notes.


                                       5
<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 coaching by Company employees.
                  During  the  quarterly   period  ended  March  31,  2004,  the
                  Company's   educational  programs  were  concentrated  in  two
                  product  lines,  Real  Estate and  Internet  Marketing,  which
                  together  comprised  approximately  91% of first  quarter 2004
                  revenues.

         (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 March 31, 2004,  and
                  the results of their  operations  and their cash flows for the
                  three  months ended March 31, 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-month period ended March
                  31,  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. and
                  Hackett Media, 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.


                                       6
<PAGE>

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

         (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.  The diluted income per common share for the
                  quarterly  period ended March 31, 2004 includes the effects of
                  4,291,003  common shares into which the Company's Series A and
                  Series B  Convertible  Preferred  Stock is  convertible  on an
                  if-converted   basis.   The  following   table   reflects  the
                  components  of the basic and diluted  income per common  share
                  for the quarterly periods ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                      2004          2003
                                                                  -----------   -----------
<S>                                                               <C>           <C>
                  Basic:
                     Income applicable to common stockholders     $   217,860   $     2,750
                                                                  ===========   ===========
                     Weighted average common shares outstanding    52,897,186    52,647,733
                                                                  ===========   ===========
                     Basic income per common share                $      0.00   $      0.00
                                                                  ===========   ===========

                  Diluted:
                     Income applicable to common stockholders     $   217,860   $     2,750
                     Plus: Undeclared preferred stock dividends        20,790        19,790
                                                                  -----------   -----------
                     Adjusted numerator                           $   238,650   $    22,540
                                                                  ===========   ===========

                     Weighted average number of shares             52,897,186    52,647,733
                     Shares convertible from preferred stock        4,291,003    14,879,631
                                                                  -----------   -----------
                     Adjusted denominator                          57,188,189    61,527,364
                                                                  ===========   ===========

                     Diluted income per common share              $      0.00   $      0.00
                                                                  ===========   ===========
</TABLE>

(2)      ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts  payable and accrued  expenses  consist of the following as of
         March 31, 2004 and December 31, 2003:

<TABLE>
<CAPTION>
<S>                                                                <C>          <C>
                     Accrued sales splits to lead providers        $1,353,826   $1,255,770
                     Accrued wages and other                        1,838,198      773,707
                     Reserves for returns and refunds                 830,800      742,568
                     Accounts payable                                  75,794      351,089
                     Interest and penalties on late tax payments      240,698      218,950
                     Credit facility (a)                                3,247        3,440
                                                                   ----------   ----------
                                                                   $4,342,563   $3,342,084
                                                                   ==========   ==========
</TABLE>

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


                                       7
<PAGE>

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

(3)      STOCKHOLDERS' EQUITY

         (a)      Convertible Preferred Stock:

                  The  Company  has   25,000,000   shares  of  preferred   stock
                  authorized  and has  1,650,500  shares of  Series A  Preferred
                  issued  and   outstanding  and  428,491  shares  of  Series  B
                  Preferred  issued and  outstanding.  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
                  (4,291,003  and  7,125,605  common shares as of March 31, 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 March 31, 2004 and December  31,  2003,  the Company has
                  cumulative,  undeclared  dividends in arrears on the Preferred
                  Stock of $103,500 and $82,510, respectively.

(4)      RELATED PARTY TRANSACTIONS

         The Company  purchases  sales leads from Education  Success  Institute,
         Inc. (ESI), which is owned by two employees of the Company. The cost of
         sales leads purchased during the quarter ended March 31, 2004, which is
         based  upon  a  percentage  of  revenue,  amounted  to  $2,188,444.  In
         addition,  ESI  subleases  office  space from the  Company.  Sub-rental
         receipts amount to $700 each month through August 2005. See Note 5.

(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 March 31, 2004 are as
                  follows:

<TABLE>
<CAPTION>
                                                               Capital          Operating
                  Year ending December 31:                     Leases             Leases
                                                          --------------------------------
<S>                                                          <C>               <C>
                  Nine-months ended December 31, 2004        $   68,028        $  198,146
                  2005                                           70,717           174,426
                  2006                                           48,591            37,467
                  2007                                           42,296
                                                          --------------------------------
                  Total noncancelable lease payments            229,632        $  410,039
                                                                             =============
                  Less amount representing interest             (38,124)
                                                          --------------
                                                             $  191,508
                                                          ==============

                  Principal amount due in one year               72,714
                  Principal amount due after one year           118,794
                                                          --------------
                                                             $  191,508
                                                          ==============
</TABLE>


                                       8
<PAGE>

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

                  Rent  expense  under all  operating  leases for the quarter
                  ended March 31, 2004 was $76,465. This amount was exclusive
                  of $2,100 of  sub-lease  payments  received  from a related
                  party. See Note 4.

         (b)      Lead Arrangements:

                  The  Company  is a  party  to  several  lead  agreements  with
                  Education Success, Inc. and certain other lead generators. The
                  continuous  generation of sales leads is a critical element to
                  the Company's continuing viability. The agreements provide for
                  the transfer of sales leads to EPMG,  Inc. for commissions of,
                  generally,   34%  of  gross   revenue,   subject   to  certain
                  adjustments.  The ESI agreement was executed in 2002 and has a
                  term   coextensive   with  the  terms  of  the  related  party
                  employees' employment contracts.

         (c)      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.

         (d)      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.

         (e)      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.

         (f)      Litigation:

                  On  September  26,  2003,  counsel   representing  the  former
                  principals of EPMG,  Inc.,  who were former  officers of EPMG,
                  Inc.  and the Company  and are now  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 alleges that
                  the former  principals  were defrauded in connection  with the
                  Company's  acquisition of EPMG,  Inc. and that they would seek
                  litigation  to affect a rescission  of the 2001  purchase.  On
                  January 2,  2004,  the  Company  and these  former  principals
                  entered into a Memorandum of  Understanding  that provides for
                  the settlement of the principals'  claims through  exchange of
                  certain  operating  assets  of EPMG,  Inc.  for the  Company's
                  common and  preferred  stock  previously  issued in connection
                  with the acquisition.


                                       9
<PAGE>

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

                  The former  principals have had the right since March 15, 2004
                  to  terminate  their   obligations  under  the  Memorandum  of
                  Understanding,  but have not  notified  the  Company  of their
                  intent to do so. As of May 21,  2004,  the parties were in the
                  process of  renegotiating  certain  elements  of the  proposed
                  transaction  in an effort to reach mutually  agreeable  terms.
                  The former  principals  are currently  employed by EPMG,  Inc.
                  which  corporate  entity   contributes  the  majority  of  the
                  Company's consolidated revenues.

                  The  Company  does not believe  that the current  terms of the
                  settlement will result in reporting the EPMG,  Inc.  component
                  as a discontinued  operation in future  reports.  The criteria
                  for reporting the EPMG, Inc.  results as discontinued  include
                  the requirement that the Company will not have any significant
                  continuing  involvement in the operations of EPMG,  Inc. after
                  the disposition date. Since the current settlement arrangement
                  provides for a continuing  business  relationship and exchange
                  of  products  and  services,   this  criterion  has  not  been
                  achieved.

         (g)      Income Tax Returns:

                  The Company has not filed its 2003 and 2002  Federal and State
                  of Utah income tax  returns.  Combined  current  income  taxes
                  payable  for  these  periods  are  currently  estimated  to be
                  $224,306 and  $513,936,  respectively.  Interest and penalties
                  through  March 31,  2004 have been  recorded  in the amount of
                  approximately  $240,698. The Company has engaged an accountant
                  who is in the process of preparing its past due returns.

(6)      UNAUDITED QUARTERLY RESTATEMENTS.

         The following table reflects the quarterly net income of the Company as
         previously  reported  by the  Company in its  quarterly  report on Form
         10-QSB and as restated for the matters discussed below:

                                                     March 31,
                                                       2003
                                                    ---------
         Net income (loss) before adjustments       $ 100,000
              Reserve for notes receivable (a)       (230,000)
              Deferred revenue (b)                     86,000
              Stock compensation (c)                  (58,000)
              Penalties and interest (d)                   --
              Income taxes (e)                        125,000
                                                    ---------
         Net income (loss), adjusted                $  23,000
                                                    =========

         (a) The Company  changed  its  estimate of reserve for bad debts in the
         fourth quarter based upon historical performance. This adjustment gives
         effect to the estimate  change for each quarter  using that annual rate
         applied in the fourth quarter.


                                       10
<PAGE>

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


         (b) This adjustment adjusts the quarterly deferred revenue  calculation
         for  the  following  matter:   Prior  to  February  2003,  the  Company
         outsourced coaching to a third party contractor who was responsible for
         delivery of the  services and who provided the Company with records for
         accounting purposes.  Since February 2003, the Company has employed its
         internal coaching staff and has developed internal operations databases
         to track coach-student encounters.  During the fourth fiscal quarter of
         2003, the Company began utilizing the populated operations databases to
         calculate  the  number of future  coaching  sessions  for  purposes  of
         deferred revenue. Other estimates of future coaching sessions were used
         during the prior quarters.

         (c) This adjustment allocates certain stock based compensation that was
         recorded in the fourth fiscal  quarter of 2003 to the quarters to which
         such compensation was earned.

         (d) There was no adjustment to reflect the  allocation of the penalties
         and interest for  non-payment  of the Company's  2002 Federal and state
         income taxes.  Amounts that were recorded in the fourth  quarter,  were
         allocated to the second and third quarters of 2003.

         (e) This  adjustment  includes  the tax effects for the  aforementioned
         adjustments,  plus the  allocation  of  income  taxes to the  quarterly
         periods based upon the effective tax rate  applicable to the year ended
         December 31, 2003.

         The Company intends to amend its previous filing on Form 10-QSB for the
         quarterly period ended March 31, 2003 for these matters.





                                       11
<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 quarters  ended March 31, 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

The 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 $1,161,624 as of March 31, 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  Company has not and does not intend to sell or  otherwise  transfer
these receivables.

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


                                       12
<PAGE>

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.


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  ($4,857,000),  less the
applicable commissions to lead generators and content providers ($1,797,362) and
sales commissions ($956,100).

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

Quarter ended March 31, 2004 compared to the quarter ended March 31, 2003.

Revenues

Revenues  for the  quarters  ended March 31, 2004 and 2003 were  $9,649,389  and
$5,579,208,  respectively,  which  represents  an 73%  increase.  The  Company's
principal  source of revenue  for the  quarters  ended  March 31,  2004 and 2003
consisted of business education and coaching services.  These revenues increased
substantially  as a result of  increasing  our sales  staff and  focusing on the
offerings  that,  based upon our accumulated  experience,  have the higher sales
rate among our targeted customer base.

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.  We deferred  $395,117 of services revenue as of
March 31, 2004 and $0 as of March 31,  2003.  Our  deferral as of March 31, 2004
was larger  than the amount  deferred as of  December  31,  2003  because of the
increase in our service related sales.


                                       13
<PAGE>

Substantially  all of our  revenues  are derived  from our EPMG  subsidiary.  On
September 26, 2003, legal counsel  representing  the former  principals of EPMG,
who  are  currently  employees  of our  EPMG  subsidiary,  notified  us  with an
allegation that they were entitled to rescind the 2001  acquisition of EPMG. The
notification  alleges 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 provides 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.

The former principals have had the right since March 15, 2004 to terminate their
obligations under the Memorandum of  Understanding,  but have not notified us of
their  intent to do so. As of May 21,  2004,  the parties were in the process of
renegotiating certain elements of the proposed transaction in an effort to reach
mutually  agreeable terms. The former principals are currently employed by EPMG,
which corporate entity contributes the majority of our consolidated revenues.

In the event that the final  settlement is executed with the type of transaction
described  in the  Memorandum  of  Understanding,  dated  January 2,  2004,  our
operations will be significantly  curtailed and our consolidated  assets will be
significantly diminished.  While the divestiture will result in the retention of
sufficient  operating  assets to support the  Company's  operating  needs in the
foreseeable future, management's plans for the future of the Company include (i)
aggressively  developing and marketing existing  proprietary  platforms and (ii)
seeking acquisition candidates.  There can be no assurances that management will
be successful in these plans.

In the event that the Company  does not enter into a final  settlement  with the
former  principals of EPMG,  then it is possible  that the former  principals of
EPMG will file a rescission action against the Company. The Company has reviewed
and analyzed with legal counsel the  allegations  made by the former  principals
and has concluded  that such  allegations  are without merit.  Accordingly,  the
Company  will  vigorously  defend  any such  action.  Nonetheless,  the time and
expense  associated  with the defense of any such  action  could have a material
adverse  effect on the  business,  operations  and  financial  condition  of the
Company.

Cost of Sales and Margins

Cost of sales for the quarters ended March 31, 2004 and 2003 were $4,511,658 and
$2,546,892, respectively, representing an increase of 77%. 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 Cost of Sales  remained  constant as a percentage  of
sales revenue.  The increase in our Cost of Sales  reflected our increased sales
volume.

Selling Expenses

Selling  expenses for the quarters ended March 31, 2004 and 2003 were $1,885,458
and $1,455,118, respectively,  representing an increase of 30%. Selling expenses
consisted  primarily  of  commissions  paid  to  lead  providers  and  to  sales
associates as well as marketing and  advertising  expenses  associated  with key
products and  services.  The increase in selling  expenses is  attributed to the
increase in sales of products and services.  As a percentage  of sales,  selling
expenses  decreased  from 26% to 20% for the  quarters  ending March 31, 2003 to
March 31, 2004.


                                       14
<PAGE>

General and Administrative Expenses

General and  administrative  expenses for the quarters  ended March 31, 2004 and
2003 were $2,923,724 and $1,741,157,  respectively,  representing an increase of
68%. The Company's 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 in the current period.  The reason for the
increase in general  and  administrative  expenses  was  attributable  to higher
administrative wages and legal fees.

Other Income (Expense)

Other income,  net of other  expenses for the quarters  ended March 31, 2004 and
2003 were $65,915 and $61,499, respectively, representing an increase of 7%. The
increase  is  principally  attributable  to  the  increase  in  interest  on our
financing  notes  receivable of $32,191 offset by the  recognition of $21,748 in
interest and penalties on late tax payments.

Income Taxes

Our income tax  provision  amounted to $155,813  for the period  ended March 31,
2004 and a benefit of $125,000 for the period ended March 31, 2003. For purposes
of interim  financial  reporting,  the Company projects its effective income tax
rate for the entire fiscal year (39.5% for the quarterly  period ended March 31,
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 March 31, 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 Income

Our net income for the  quarter  ended  March 31,  2004  amounted  to  $238,650,
compared  to  $22,540  for the  quarter  ended  March 31,  2003.  As  previously
mentioned,  we reported income taxes of $155,813 for the quarter ended March 31,
2004 and a benefit of $125,000 for the quarter  ended March 31, 2003.  Excluding
these  differences our pretax income as a percentage of revenues  increased from
0.0% to 2.5%.  This increase was  attributable  to the matters  discussed in our
cost of sales section above.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004 we had  current  assets of  $8,191,652,  which  represents  an
increase of $1,623,024  over current assets as of December 31, 2003. Much of the
increase is  attributable  to an increase in cash. At March 31, 2004 we had cash
on hand of  $4,974,623,  which  represents  an increase of  $1,083,694  over the
balances as of December 31, 2003.  Other  material  increases in current  assets
resulted from notes  receivable and deferred income taxes.  Notes  receivable of
$1,161,624, as of March 31, 2004 is net of our estimated reserve of $424,876 for
bad  debts.  Our  finance  activity  increased  substantially  in 2003 and 2004,
resulting in gross notes  receivable of $1,586,500 as of March 31, 2004 compared
to $788,455 as of March 31, 2003.

At March 31, 2004 we had current liabilities of $7,497,161,  which represents an
increase of $1,408,248  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 $2,103,538,  which will not
require cash  outlays,


                                       15
<PAGE>

increased  $246,291  over the balance as of December 31, 2003.  This increase is
attributable  to our increase in revenues.  We are liable for commissions to our
sales  force and to lead  providers.  Commissions  included  as a  component  of
accounts payable and accrued liabilities are $1,413,790 as of March 31, 2004.

As March 31, 2004 our working capital  increased to $694,491 from $479,715 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  ended March 31, 2004 were  $69,832.  We may require  additional
facilities  and support  equipment  if our growth rate  continues at the current
rate.

We have not  filed  our  2003 and 2002  Federal  and  State of Utah  income  tax
returns.  Combined  current income taxes payable for these periods are currently
estimated to be $224,306 and $513,936, respectively. Interest and penalties have
been recorded in the amount of approximately $240,698.

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 AND POSSIBLE FUTURE EFFECTS

On September 26, 2003, counsel representing the former principals of EPMG, Inc.,
who are currently  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  alleges  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  provides 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.

The former principals have had the right since March 15, 2004 to terminate their
obligations  under the  Memorandum of  Understanding,  but have not notified the
Company of their  intent to do so. As of May 21,  2004,  the parties were in the
process of  renegotiating  certain  elements of the proposed  transaction  in an
effort to reach mutually  agreeable terms.  The former  principals are currently
employed  by EPMG,  which  corporate  entity  contributes  the  majority  of our
consolidated revenues.

In the event that the final  settlement is executed with the type of transaction
described  in the  Memorandum  of  Understanding,  dated  January 2,  2004,  the
Company's   operations  will  be  significantly   curtailed  and  the  Company's
consolidated assets will be significantly diminished.

The Company does not believe that the current  expected  terms of the settlement
will result in reporting the EPMG, Inc. component as a discontinued operation in
future  reports.   The  criteria  for  reporting  the  EPMG,  Inc.   results  as
discontinued  include  the  requirement  that  the  Company  will  not  have any
significant  continuing  involvement in the  operations of EPMG,  Inc. after the
disposition date. Since the current expected settlement arrangement provides for
a continuing business  relationship and exchange of products and services,  this
criteria has not been achieved.


                                       16
<PAGE>

OFF BALANCE-SHEET ARRANGEMENTS

The Company has no material off-balance sheet arrangements as of March 31, 2004.

ITEM 3.  CONTROLS AND PROCEDURES

(a)   As of March 31,  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  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.



                                       17
<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.

Resignation of Garn & Willis and Threatened Litigation.

On  September  26,  2003,  the  Company  received,  by  certified  mail and hand
delivery,  letters from James Randolph Garn and Ethan Andrew Willis stating that
each was resigning  immediately  as an officer of the Company and as a member of
the Company's  Board of Directors (the  "Letters").  The Letters did not state a
reason for the resignations of Garn or Willis;  however, the Company did receive
a Memorandum dated September 26, 2003  ("Memorandum") from the law firm of Holme
Roberts & Owen LLP, which  represents  Garn and Willis.  The Memorandum  alleges
that Garn and Willis are  entitled to rescind the  Company's  December  31, 2001
acquisition  of EPMG  from  Garn and  Willis  because  they  were  defrauded  in
connection with this acquisition. This acquisition was reported in the Company's
Current Report on Form 8-K filed with the Securities and Exchange  Commission on
January 15, 2002. The Memorandum states that Garn and Wills are prepared to file
a suit to effect  this  rescission  unless  the  Company  reaches  a  negotiated
compromise with Garn and Willis affecting a rescission of the  acquisition.  The
Company is not aware of any such complaint being filed. The Company has reviewed
and analyzed with legal counsel the allegations  made by Garn and Willis and has
concluded  that such  allegations  are without merit.  Accordingly,  the Company
currently  intends to  vigorously  defend  any action  that is filed by Garn and
Willis.

Effective January 2, 2004, the Company, EPMG, and Garn and Willis entered into a
Memorandum  of  Understanding  ("MOU")  relating  this  matter.  In the MOU, the
parties agree to an adjustment of the business of EPMG and the  establishment of
an ongoing business  relationship as described therein as a complete  settlement
of the disputed  claims among them. The MOU provides,  among other things,  that
the Company  will cause EPMG to transfer  certain  assets to the Company and the
Company will assume  certain  liabilities  from EPMG and that,  at closing,  the
Company will  transfer 100% of the EPMG stock to


                                       18
<PAGE>

Garn and Willis in exchange for all of the capital stock of the Company owned by
Garn and Willis.  The MOU provides that a final  Settlement  and  Reorganization
Agreement  will be prepared to implement the MOU. Under the MOU, the Company has
engaged a qualified  investment bank satisfactory to Garn and Willis to render a
fairness  opinion on the agreement.  The MOU requires that the parties will work
in good faith to complete  closing  within 30 days of the issuance of a fairness
opinion.  The  parties  are  currently  renegotiating  certain  elements  of the
transaction  to  ensure  that  fairness  opinion  will  be  obtainable  for  the
transaction.  Should the proposed  transaction  not be completed the Company may
face litigation which could negatively impact its operations.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

      (b) There has not been any material  arrearage in the payment of dividends
on any preferred  stock.  The Company has withheld a dividend payment of 137,942
shares of common stock payable on Series A Preferred  Stock to two  stockholders
in connection with a dispute with such stockholders.


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 period covered by this report, the Company filed the following
       reports on Form 8-K:

                On January 9th, 2004, the Company filed a Current Report on Form
                8-K under Item 5 (Other  Events and  Regulation  FD  Disclosure)
                reporting that the Company,  its subsidiary Energy  Professional
                Marketing  Group,  Inc., and former officers and directors James
                Randolph  Garn and  Ethan  Andrew  Willis,  had  entered  into a
                Memorandum of  Understanding  ("MOU") relating to certain claims
                previously  made by Garn and  Willis  against  the  Company  and
                others.

                On February 4th,  2004,  the Company  filed a Current  Report on
                Form  8-K  under  Item 4  (Changes  in  Registrant's  Certifying
                Accountant) reporting the Company's dismissal of Robison, Hill &
                Co. ("Robison") as independent  auditors for the Company and its
                subsidiaries.


                                       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:    May 24, 2004
                               ------------------------------------------
                               Douglas S. Hackett
                               President, Chief Executive Officer, and Director



                               ------------------------------------------
                               Linda W. Kerecman
                               Chief Financial Officer



                                       20
<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number                                 Description
-------                                -----------

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.



                                       21