INTERACTIVE TECHNOLOGIES CORP INC
10KSB/A, 1996-10-15
ALLIED TO MOTION PICTURE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                  FORM 10-KSB/A

                                 AMENDMENT NO. 3

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES ACT OF 1934 FOR THE FISCAL YEAR ENDED
                                  May 31, 1996

                         COMMISSION FILE NUMBER: 0-19796

                   INTERACTIVE TECHNOLOGIES CORPORATION, INC.
               (Exact name of registrant as specified in charter)

    Wyoming                                                   98-0120805
    (State or other                                          (IRS Employer
     jurisdiction of                                        Identification No.)
     incorporation)

                         104 SOUTH HARBOR CITY BOULEVARD
                                     SUITE A
                            MELBOURNE, FLORIDA 32901
                    (Address of Principal Executive Offices)

Registrant's telephone number including area code: 407-953-4811
Securities Registered Under Section 12(b) of the Exchange Act: NONE
Securities Registered Under Section 12(g) of the Exchange Act: 
COMMON STOCK, $0.01 PAR VALUE.

         Check  whether the  Registrant:  (1) filed all  reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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___
         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B in this form, and no disclosure will be contained, to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. _X_
         The Registrant's operating  revenues for its most recent fiscal year 
were:  $56,532.
         The aggregate  market value of voting stock held by  non-affiliates  of
the Registrant,  based on the average of the closing bid and asked prices of the
Registrant's  Common  Stock in the NASDAQ  market as  reported  by NASDAQ on May
31,1996,  was  approximately  $30,095,220.  Shares of voting  stock held by each
officer and director  and by each person who owns 5% or more of the  outstanding
voting  stock  have  been  excluded  in that  such  persons  may be deemed to be
affiliates.   This   determination   of  affiliate  status  is  not  necessarily
conclusive.

         As of May 31, 1996, 11,742,044 shares of Common Stock, $0.01 par value,
were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                              Interactive Technologies Corporation, Inc.


                              by: /s/ Perry Douglas West 
                                 Perry Douglas West, Chief Executive Officer


                              by: /s/ Joseph N.  Dambro  
                                 Joseph N. Dambro, Director of Finance



Dated:  October 15, 1996
<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
              
       
<S>                                <C>                 <C>
<PERIOD-TYPE>                      YEAR                YEAR
<FISCAL-YEAR-END>                  MAY-31-1996         MAY-31-1995
<PERIOD-START>                     JUN-01-1995         JUN-01-1994                 
<PERIOD-END>                       MAY-31-1996         MAY-31-1995    
<CASH>                                  63,114                   0   
<SECURITIES>                                 0                   0
<RECEIVABLES>                           31,792                   0
<ALLOWANCES>                                 0                   0
<INVENTORY>                                  0                   0
<CURRENT-ASSETS>                       144,059                   0
<PP&E>                               1,291,599                   0
<DEPRECIATION>                          35,255                   0
<TOTAL-ASSETS>                       7,485,309                   0
<CURRENT-LIABILITIES>                1,232,668                   0
<BONDS>                              2,452,938                   0
                        0                   0
                                  0                   0
<COMMON>                               117,420                   0
<OTHER-SE>                           4,030,578                   0
<TOTAL-LIABILITY-AND-EQUITY>         7,485,309                   0
<SALES>                                      0                   0
<TOTAL-REVENUES>                        56,352                   0
<CGS>                                        0                   0
<TOTAL-COSTS>                        1,205,996             136,301 
<OTHER-EXPENSES>                             0                   0
<LOSS-PROVISION>                             0                   0
<INTEREST-EXPENSE>                      27,368              65,491
<INCOME-PRETAX>                       (447,599)           (136,301) 
<INCOME-TAX>                                 0                   0
<INCOME-CONTINUING>                   (447,599)           (136,301)  
<DISCONTINUED>                               0                   0
<EXTRAORDINARY>                              0                   0
<CHANGES>                                    0                   0
<NET-INCOME>                          (447,599)           (136,301)  
<EPS-PRIMARY>                             (.05)               (.02)
<EPS-DILUTED>                             (.05)               (.02)   
        


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