SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Innovative Technology Systems, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
45766G 10 3
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(CUSIP Number)
David M. Bovi, Esquire
David M. Bovi, P.A.
319 Clematis Street, Suite 812
West Palm Beach, Florida 33401
(561) 655-0665
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 2, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d.-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (However, see the
Notes).
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CUSIP No. 45766G 10 3
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1) Names of Reporting Persons/ I.R.S. Identification Nos.
of Above Persons (entities only):
John Bylsma and Barbara Bylsma, JTWROS
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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3) SEC Use Only
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4) Sources of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 5,372,000
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 5,372,000
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 5,372,000
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13) Percent of Class Represented by Amount in Row (11):
88.1%
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14) Type of Reporting Person (See Instructions): IN
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<PAGE> 2
Item 1. Security and Issuer
This statement relates to the common stock, no par value
("Common Stock") of Innovative Technology Systems, Inc. (the
"Issuer"). The principal executive offices of the Issuer are
presently located at 131 Egret Drive, Jupiter, Florida 33458.
Item 2. Identity and Background
This statement is jointly filed pursuant to Rule 13d-1(f) by
John and Barbara Bylsma, JTWROS, both individuals. Mr. Bylsma's
principal occupation is that of the sole director, president and
secretary of the Issuer. Mrs. Bylsma is not employed. Mr. and
Mrs. Bylsma's address is 131 Egret Drive, Jupiter, Florida 33458.
During the last five (5) years, neither Mr. Bylsma nor Mrs.
Bylsma has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five (5) years, neither Mr. Bylsma nor Mrs.
Bylsma has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgement, decree or
final order enjoining final violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
Mr. and Mrs. Bylsma are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On November 12, 1992, John Bylsma organized the Issuer as the
sole officer and director of the Issuer. At that time Mr. Bylsma
received 5,425,000 shares of Common Stock, in exchange for total
consideration in the amount of $1,000 consisting of money paid,
labor done and necessary to the Issuer, or property actually
received and valued by the board of directors of the Issuer. The
source of the cash was from Mr. Bylsma's personal funds. Mr.
Bylsma directed the issuance of the shares in the name of John
and Barbara Bylsma.
Item 4. Purpose of Transaction
The purpose of the transaction was to incorporate the Issuer
and grant control of the Issuer to Mr. and Mrs. Bylsma. Mr. and
Mrs. Bylsma's 5,372,000 shares of Common Stock is part of their
investment portfolio. Mr. Bylsma, as the sole officer and
director of the Issuer is seeking candidates for merger with or
acquisition by the Issuer.
Mr. and Mrs. Bylsma reserve the right to actively pursue
various proposals which could relate to or would result in:
a. The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
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b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
c. A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the Issuer;
f. Any other material change in the Issuer's business or
corporate structure;
g. Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
i. A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act;
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of June 30, 1999, the aggregate number and percentage of
class of securities identified pursuant to Item 1 beneficially
owned by each person named in Item 2 may be found in rows 11 and
13 of the cover pages.
The powers of the Reporting person identified in the preceding
paragraph has relative to the shares discussed herein may be
found in rows 7 through 10 of the cover pages.
No transactions in the class of securities reported on were
effected by any of the persons named in this Item 5 during the
past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to the Securities of the Issuer.
Except as set forth elsewhere in this Schedule 13D, there are
no contracts, arrangements, understandings or relationships among
the Persons named in Item 2 and between such persons and any
other person with respect to any securities of the Issuer,
including but not limited to the transfer of voting of any
securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement between John and Barbara Bylsma.
B. Minutes of First Meeting of Sole Incorporator and Initial
Board of Directors of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 30, 1999
/s/John Bylsma
John Bylsma
/s/Barbara Bylsma
Barbara Bylsma
<PAGE> 5
[EXHIBIT A]
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between
John Bylsma, an individual ("JB"); and Barbara Bylsma, an
individual ("BB"), on June 30, 1999.
PREMISE
WHEREAS, JB and BB are required to file Schedule 13D, and
amendments thereto, as promulgated under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), due to their beneficial
ownership of Innovative Technology Systems, Inc., a Florida
corporation ("Innovative"), in excess of 5% of the outstanding
shares of Innovative.
NOW THEREFORE, based on the foregoing premise, which is
incorporated herein by this reference, and for and in
consideration of the mutual covenants and agreements contained
herein, and in reliance on the representations and warranties set
forth in this Agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is
hereby expressly acknowledged, the parties hereto agree as
follows:
1. JB and BB acknowledge that each are required to file
Schedule 13D, and amendments thereto, as promulgated under the
Exchange Act, due to their beneficial ownership in excess of 5%
of the outstanding shares of Innovative and, in the interest of
consolidation and efficiency, desire to file a single statement
pursuant to Rule 13d-1(f) of the Exchange Act.
2. JB and BB hereby consent to have a single Schedule 13D filed
in a joint manner pursuant to Rule 13d-1(f) of the Exchange Act
in fulfillment of the individual obligation of JB and the
individual obligation of BB to file Schedule 13D, and amendments
thereto.
IN WITNESS WHEREOF, the signatures of the parties hereto
evidence their mutual assent and acceptance of the Agreement as
of the date first set forth above.
/s/John Bylsma
John Bylsma, an Individual
/s/Barbara Bylsma
Barbara Bylsma, an Individual
EXHIBIT "B"
MINUTES OF FIRST MEETING OF SOLE INCORPORATOR
AND INITIAL BOARD OF DIRECTORS
OF
INNOVATIVE TECHNOLOGY SYSTEMS, INC.
The First Meeting of the Sole Incorporator and Initial Board
of Directors of Innovative Technology Systems, Inc. was held on the
12th day of November, 1992, at the office of the corporation,
beginning at 11:00 A.M.
Present at the meeting was the following:
John Bylsma
constituting the Sole Incorporator and the initial members of the
Board of Directors named in the Articles of Incorporation.
John Bylsma presided as Chairman and acted as Secretary of the
meeting. The Chairman called this Organizational Meeting to order
and stated that the purposes of the meeting were:
1. Organize the Corporation;
2. Adopt By-Laws, corporate seal and certificate;
3. Elect officers;
4. Issue stock; and
5. Establish banking accounts.
The Chairman called the meeting to order and stated that a
quorum of Directors was present for the conduct of the business
before the meeting. The Secretary thereupon presented and read the
Waiver of Notice to the Meeting duly signed by the sole Director,
which was ordered to be made a part of the minutes of this meeting.
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The Chairman then reported that the Articles of Incorporation
were filed in the office of the Secretary of State on the 12th day
of November, 1992, and ordered that a copy of the Articles of
Incorporation be inserted in the minute book as part of the records
of the meeting.
The Chairman then read the proposed Bylaws for the conduct and
regulation of the business and affairs of the corporation as
prepared by the law firm of DeSantis, Cook & Gaskill, counsel for
the corporation.
The following persons were elected as Directors of the
corporation, to hold office until the first annual meeting of the
stockholders, or until their respective successors are elected and
qualified:
John Bylsma
John Bylsma was nominated for elected to the positions of President
and Secretary.
The Chairman reported that the Incorporator had made
arrangements with the law firm of DeSantis, Cook & Gaskill, P.A.,
for their services in organizing the Corporation, and agree d to
pay the fee of $500.00 (Five Hundred Dollars) therefore, in
addition to the expense disbursements in connection with the
formation of the Corporation, and to retain them for their
additional services, as required by the Corporation, and to pay for
such services at prevailing professional rates.
The following motions were made:
Upon motion duly made, seconded and carried, the Bond of the
Treasurers was fixed at none.
Upon motion duly made, seconded and carried, the Secretary be
and hereby is authorized to open a bank account on behalf of the
corporation and to deposit therein all funds of the Corporation.
All drafts, checks, and notes of the Corporation, payable on said
account shall be signed by John Bylsma.
Upon motion duly made, seconded and carried, the President is
hereby authorized to designate the principal office of the
corporation in the State of Florida as the office for service of
process upon the corporation, and to designate such agent for
service of process as the President may deem advisable and to file
with the Secretary of State the appropriate certificate designating
the office and agent for service of process.
Upon motion duly made, seconded and carried, the Board adopted
the proposed Bylaws which were presented and read by the Chairman,
a copy of which is attached hereto and made a part hereof for all
purposes.
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Upon motion duly made, seconded
and carried, the seal now
presented at this meeting, an
impression is directed to be
made in the margin of the
minute book, be hereby adopted
as the seal of the corporation.
Upon motion duly made, seconded and carried, the share and
transfer book now presented at this meeting hereby be adopted as
the share and transfer book of the corporation.
Upon motion duly made, seconded and carried, the Secretary is
hereby authorized to issue certificates for shares in the form as
submitted to this meeting and appended to the minutes of this
meeting.
Upon motion duly made, seconded and carried, the retainer of
counsel and the agreement as to payment of their fees were
ratified, and the Secretary was directed to pay same.
Upon motion duly made, seconded and carried, the Secretary of
the corporation is authorized to issue a certificate for 5,425,000
shares to John Bylsma for the total consideration of $1,000.00,
consisting of money paid, labor done and necessary to the
Corporation, or property actually received and valued in the
judgment of the Board of Directors as set forth above; and
IT WAS FURTHER RESOLVED, that each certificate so issued, and
all other certificates that may be issued in the future comply with
the following:
(1) Each shall be a transfer restriction satisfactory to
counsel for the corporation.
(2) The stock certificate book have affixed thereto the
applicable documentary tax stamps as required by Florida
law.
The following resolutions were adopted:
RESOLVED, that the following person shall serve as Directors
of the Corporation:
John Bylsma
FURTHER RESOLVED, that John Bylsma shall serve as
President and Secretary of the Corporation.
FURTHER RESOLVED, that the Secretary be and hereby is
authorized to open a bank account on behalf of the
corporation.
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FURTHER RESOLVED, that the President is hereby authorized
to designate the principal office of the corporation in
the State of Florida as the office for service of process
upon the corporation, and to designate such agent for
service of process upon the corporation as the President
may deem advisable and to file with the Secretary of
State the appropriate certificate designating the office
and agent for service of process.
FURTHER RESOLVED, that the proposed Bylaws which were
presented and read by the Chairman, a copy of which is
attached hereto and made a part hereof for all purposes.
FURTHER RESOLVED, that the seal now presented at this
meeting, an impression is directed to be made in the
margin of the minute book, be hereby adopted as the seal
of the corporation.
FURTHER RESOLVED, that the share and transfer book now
presented at this meeting hereby be adopted as the share
and transfer book of the corporation.
FURTHER RESOLVED, that the Secretary is hereby authorized
to issue certificates for shares in the form as submitted
to this meeting and appended to the minutes of this
meeting.
FURTHER RESOLVED, that the Secretary is hereby authorized
to issue a certificate for 5,425,000 shares to John
Bylsma for the total consideration of $1,000.00.
Counsel for the Corporation then pointed out that it was
necessary to operate the Corporation in accordance with the
applicable state and federal laws, particularly with regard to
withholding and unemployment taxes, workman's compensation,
occupational and regulatory licenses, and state and federal
security laws and regulations. He advised the officers to obtain
further information and instruction from the Internal Revenue
Service, State Revenue Department, and Workman's Compensation
Department. Counsel reminded the Board that his form had not given
any advise whatsoever concerning issuance of the stock of the
Corporation so as to comply with either Florida or federal security
laws and regulations, and that special counsel must be retained for
such purpose.
<PAGE> 4
There being no further business before the meeting, it was,
upon motion duly made, seconded and carried, duly adjourned.
/s/John Bylsma
John Bylsma
Chairman of the Meeting
/s/John Bylsma
John Bylsma
Secretary of the Meeting
I, John Bylsma, elected secretary of Innovative Technology
Systems, Inc., do hereby certify the above to be a true and correct
copy of the minutes of the First Meeting of the Sole Incorporator
and Initial Board of Directors on November 12, 1992.
/s/John Bylsma
John Bylsma, Secretary
