SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
FORM 10-QSB/A
AMENDMENT NO. 2
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
For the Quarter Ended Commission File
November 30, 1996 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)
102 South Harbor City Boulevard
Melbourne, Florida 32901
(address of Principal Executive Offices)
407-953-4811
(Registrant's telephone number including area code)
Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the exchange Act 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 __________
The Registrant has 12,159,863 shares of common stock, par value $0.01 per share
issued and outstanding as of November 30, 1996.
Traditional Small Business Disclosure Format.
Yes _____X_____ No __________
<PAGE>
Interactive Technologies Corporation, Inc.
Table of Contents
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements 2-9
Balance Sheet as of November 30, 1996
Statement of Operations for the three
months ended November 30, 1996 and November 30, 1995
Statement of Operations for the six
months ended November 30, 1996 and November 30, 1995
Statement of Cash Flows for the six
months ended November 30, 1996 and November 30, 1995
Item 2. Management's Discussion and Analysis and 10-12
Plan of Operations
PART II - OTHER INFORMATION 12
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- ----------------------------
Interactive Technologies Corporation, Incorporated
Balance Sheet
November 30,1996
Assets
NOVEMBER 30,
1996
------------------------
(unaudited)
------------------------
Current Assets:
Cash $ 12,579
Accounts receivable, trade 35,235
Notes receivable 150,000
Prepaid expenses and other assets 8,810
------------------------
Total current assets 206,624
------------------------
Property and equipment, at cost, net of
$18,541 of accumulated depreciation 96,289
------------------------
Other Assets:
Organizational costs, net of $1,934 of
accumulated amortization 2,066
Investment in Subsidiary - SNT 296,608
License rights, net of $ 236,250 of
accumulated amortization 438,750
Proprietary software and trademark,
net of $483,129 of accumulated amortization 4,927,914
------------------------
5,665,338
------------------------
Total Assets $ 5,968,251
========================
Accompanying notes are an integral part of the financial statements.
2
<PAGE>
Interactive Technologies Corporation, Incorporated
Balance Sheet
November 30,1996
Liabilities and Stockholders'Equity
-----------------------------------
NOVEMBER 30,
1996
-------------------------
(unaudited)
-------------------------
Current Liabilities:
Accounts payable, trade $ 135,509
Accrued Expenses
Related Parties -
Others 80,382
Loans Payable
Related Parties -
Others 144,200
Current portion of long-term liabilities 171,227
-------------------------
Total current liabilities 531,318
-------------------------
Long-term liabilities:
License rights payable 499,573
Convertible debentures payable 800,000
--------------------------
1,299,573
Commitments and contingencies:
Stockholders' equity:
Common Stock $.01 par value
12,500,000 shares authorized,
12,159,863 issued and outstanding 121,397
Paid-in capital in excess of par 9,492,845
Accumulated deficit (5,476,882)
-------------------------
4,137,360
-------------------------
$ 5,968,251
=========================
Accompanying notes are an integral part of the financial statements.
3
<PAGE>
Interactive Technologies Corporation, Incorporated
Statements of Operations
For the Three Months Ended November 30, 1996
NOVEMBER 30, NOVEMBER 30,
1996 1995
------------------- -------------------
(unaudited) (unaudited)
------------------- -------------------
Revenue $ 177,607 $ -
------------------- -------------------
Other income 129 -
Operating expenses:
Depreciation 5,403 -
Amortization 236,868 16,150
General and administrative 513,069 48,600
Interest expense: -
Stockholder 6,843
Other 34,635 6,627
Management Fee-stockholder 16,666
-------------------- -------------------
789,975 94,886
-------------------- -------------------
Loss from operations (612,239) (94,886)
Gain on disposition of joint
venture interest - 701,865
Gain on sale of 90% of
Charleston license 311,500 -
Income/(loss) before income taxes (300,739) 606,979
Provision for income taxes - -
--------------------- -------------------
Net income/(loss) $ (300,739) $ 606,979
===================== ===================
Net income/(loss) per share
Primary $ (0.03) $ 0.06
Diluted $ (0.03) $ 0.06
Accompanying notes are an integral part of the financial statements.
4
<PAGE>
Interactive Technologies Corporation, Incorporated
Statements of Operations
For the Six Months Ended November 30, 1996
NOVEMBER 30, NOVEMBER 30,
1996 1995
--------------------- -------------------
(unaudited) (unaudited)
--------------------- -------------------
Revenue $ 190,442 $ -
--------------------- -------------------
Other Income 129 -
Operating expenses:
Depreciation 10,806 -
Amortization 477,677 16,150
General and administrative 1,171,244 70,144
Interest expense:
Stockholder - 27,368
Other 34,635 6,627
Management Fee-stockholder - 16,666
--------------------- -------------------
1,694,362 136,955
--------------------- -------------------
Loss from operations (1,503,920) (136,955)
Gain on disposition of
joint venture interest 701,865
Gain on sale of 90% of
Charleston license 311,500 -
Income/(loss) before income taxes (1,192,420) 564,910
Provision for income taxes - -
--------------------- -------------------
Net income/(loss) $(1,192,420) $ 564,910
===================== ===================
Net income/(loss) per share
Primary $ (0.10) $ 0.07
Diluted $ (0.10) $ 0.07
Accompanying notes are an integral part of the financial statements.
5
<PAGE>
Interactive Technologies Corporation, Incorporated
Statement of Cash Flows
For the Six Months Ended November 30, 1996
NOVEMBER 30, NOVEMBER 30,
1996 1995
---------------- ----------------
(unaudited) (unaudited)
---------------- ----------------
Cash flows from operating activities:
Cash received from customers $ 79,731 $ -
Cash paid to employees (390,659) (6,262)
Cash paid to suppliers (745,977) (27,340)
Interest paid:
Stockholder - -
Others (34,635) -
Net cash used in operating activities (1,091,540) (33,602)
---------------- ----------------
Cash flows from investing activities:
Purchase of property and equipment (665) (13,966)
Capitalized software development reduction 50,000 -
Decrease in subsidiary investment 104,719
License rights payment (232,000) -
Changes in other assets, net -
Net cash used in investing
activities (77,946) (13,996)
---------------- ----------------
Cash flows from financing activities:
Issuance of convertible debentures 300,000 250,000
issuance of common stock in reverse
acquisition - 20,861
Proceeds from note payable
stockholder corporation - 1,000
Common stock issued for cash net of cost 576,852 -
Promissory notes issued for cash 144,000 -
Contract of sale deposits received 98,099 5,000
Net cash provided by financing activities 1,118,951 276,861
---------------- ----------------
Net decrease in cash (50,535) 229,293
Cash at beginning of period 63,114 11,745
---------------- ----------------
Cash at end of period $ 12,579 $ 241,038
================ ================
Accompanying notes are an integral part of the financial statements.
6
<PAGE>
Interactive Technologies Corporation, Inc.
Statement of Cash Flows
For the Six Months Ended November 30, 1996
Reconciliation of Net Income to Net Cash
Used in Operating Activities
NOVEMBER 30, NOVEMBER 30,
1996 1995
------------------ ---------------
(unaudited) (unaudited)
------------------ ---------------
Net loss $(1,192,420) $ 558,261
Adjustments to reconcile net
income/loss to net cash used in
operating activities
Amortization 477,677 16,150
Depreciation 10,806 267
Increase in accounts receivable (11,906)
Increase in notes receivable (150,000)
Decrease in accounts payable (227,293) 41,309
Increase in prepaid expenses (14,550)
Decrease in other accrued expenses (39,288) 8,242
Increase in accrued management -
fees payable, stockholder - 16,666
Increase in accrued interest -
payable,stockholder - 27,368
Stock issued for supplies and service 366,934
Gain on disposition of joint
venture interest - (701,865)
Gain on sale of Charleston license (311,500)
Total adjustments 100,880 (591,863)
Net cash used in operating activities $(1,091,540) $ (33,602)
================= ================
Supplemental Schedule of Non-Cash Investing
and Financial Activities
Stocks issued for supplies and service $ 366,934
Issuance of common stock for assets,
net of various liabilities
in reverse acquisition transaction $ 4,830,386
Disposition of joint venture interest
in exchange for note payable and
accrued interest and management fees
payable $ 701,865
Capitalized program development costs
incurred for accounts payable, trade $ 113,883
Accompanying notes are an integral part of the financial statement
7
<PAGE>
INTERACTIVE TECHNOLOGIES CORPORATION, INC
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Interactive Technologies Corporation, Inc. (the Company) was incorporated in the
state of Wyoming on August 8, 1991. On October 20, 1995, the Company entered
into a reverse acquisition transaction, described below, with Syneractive, Inc.
(SI). SI was incorporated in the state of Florida on August 31, 1995. Prior to
October 20, 1995, the Company was engaged primarily in the business of
exploiting its rights under a license granted by CST Entertainment Imaging, Inc.
The license gave the Company the exclusive right to colorize black-and-white
film and videotape, including black-and-white theatrical films and television
programs, which were originally produced for distribution primarily within
European countries. However, the Company abandoned the business of exploiting
the license (see Note 3) on October 18, 1995 as a result of being unable to
realize any revenue from the license. SI, which was acquired in a reverse
acquisition, obtained license rights from the Federal Communications Commission
to operate interactive and data service systems in the Charleston - North
Charleston, SC and Melbourne - Titusville - Palm Bay, Florida metropolitan
areas.
Syneractive, Inc. also acquired proprietary software and a trademark known as
Rebate TV, which is a marketing and sales medium for a wide variety of products
and services. Advertisers on Rebate TV will offer substantial rebates to the
network's viewers through a unique interactive rebate program. Touch-tone phones
will initially interact the network to secure earned rebates, and later the
network will be accessed via wireless digital communications networks currently
under development. The Rebate TV operations commenced April 15, 1996 and serves
customers in the eastern United States. Management expects exploitation of the
FCC licenses to commence in 1997. They intend to hire the necessary management
personnel, raise additional capital and generate profitable operations needed to
continue its existence.
Syneractive, Inc. was dissolved on October 30, 1995.
Reverse acquisition
- -------------------
On October 1, 1995, the Company issued 5,700,000 shares of common stock to its
current sole director and officer in exchange for the net assets of SI. After
the issuance of such stock, the current director and officer effectively
controlled the Company, holding approximately 50.1% of the outstanding common
stock.
Prior to the reverse acquisition, the current sole director and officer of the
Company owned all of the outstanding common stock of SI. Accordingly, the
reverse acquisition has been accounted for at the historical cost of the assets
acquired.
Consolidated principles
- -----------------------
On April 9, 1996 the Company formed a wholly owned subsidiary, Satellite Network
Television (SNT), by issuing 1,000,000 common stock shares to ITC. SNT operates
television studios, a post production facility and satellite links. It will
produces commercials, infomericals, business videos, commercial programming, and
remote broadcasts for both the Company's Rebate TV operations and for outside
customers. Until SNT has operations, the Company will not consolidate this
subsidiary and reflect an investment in subsidiary on its balance sheet.
The accompanying financial statements include the general accounts of the
Company and accordingly do not include the financial statements of SNT. At
balance sheet date, no continuing operation had been initiated by SNT and the
Company was considering disposition of this subsidiary.
Basis of Presentation
- ---------------------
The financial information presented as of any date other than May 31 has been
prepared from the books and records without audit. The accompanying financial
statements have been prepared in accordance with the instructions to Form 10QSB
and do not include all of the information and the footnotes required by
generally accepted accounting principals for complete statements. In the opinion
of management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of such financial statements, have been
included.
8
<PAGE>
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
NOTES TO FINANCIAL STATEMENTS
These financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended May 31, 1996 contained in the
Company's 10KSB Annual Report.
Management estimates
- --------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Earnings per share
- ------------------
Primary and fully diluted earnings per share amounts are based upon 11,888,029
for November 30, 1996 and 9,510,423 for November 30, 1995, weighted average
shares of common stock and common stock equivalents outstanding. No effect has
been given to the assumed exercise of stock options and warrants and convertible
debentures as the effect would be antidilutive.
2. COMMITMENTS AND CONTINGENCIES
License fees payable
- --------------------
The Company, through SI, has acquired licenses from the Federal Communications
Commission to operate interactive video and data service systems in various
metropolitan statistical areas (Note 1). The license rights are payable interest
only, at 7.7 percent for two years with principal and interest payable monthly
over the remaining three years of the licenses. Interest has been accrued from
the date the license was formally issued.
3. CONVERTIBLE DEBENTURES
During the six months ended November 30, 1996, the Company issued $300,000 of 8%
convertible debentures maturing July, 2001. The bonds are convertible into
shares of the company's common stock at conversion prices of $4.00. In the event
that the Company becomes a private company, the lenders have the right to
immediately require redemption at a rate of 10% of par in the first year the
Company becomes private plus an additional 1% for each year to redemption.
4. INCOME TAXES
The Company used the accrual method of accounting for tax and financial
reporting purposes. At November 30, 1996, the Company had net operating loss
carryforwards for financial and tax reporting purposes of approximately
$6,100,000. These carryforwards expire through the year 2010, and are further
subject to the provisions of Internal Revenue Code Section 382.
Pursuant to Statement of Financial Accounting Standards No. 109, the Company has
recognized a deferred tax asset attributable to the net operating loss
carryover, net of a deferred tax liability related to amortization timing
differences, in the amount of $2,063,875 which has been fully offset by a
valuation allowance in the same amount.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
FISCAL YEAR 1996 AND INTERIM PERIOD FROM JUNE 1, 1996
THROUGH NOVEMBER 30, 1996.
The Company's research and development efforts consumed the technical
efforts of the Company from October 1995 through the airing of Rebate TV(TM) on
April 15, 1996, and involved two basic areas: the television programming for the
shows, and the data management and computer interface development efforts for
the interaction with the retailers and the consumers. None of this expense will
be borne directly by the retailers or the consumers, but will be recouped
through profits as the Company expands its markets.
Development of Rebate TV(TM) basic programming by ITC has been done during
the fiscal year with Century III at Universal Studios, Florida. Established in
1976, Century III has serviced a widely diverse client base with high production
values utilizing the latest and finest in production and post-production
hardware. This includes local, regional, national and international projects for
all four broadcast television networks, national cable networks such as
Nickelodeon and HBO, major independent producers, advertising agencies and major
corporate and governmental organizations such as Digital Equipment Corporation,
Harris Corporation, General Electric, NCR, AT&T, Kodak, Polaroid, Walt Disney
World, Harcourt Brace Jovanovich, FPL Group, Westinghouse, McDonnell Douglas,
Martin Marietta, Reebok, International and NASA. The creative director for
Rebate TV(TM) is Michael Hamilton who has designed, directed and produced such
television series as "Magnum P.I., "Simon & Simon", "Wings" and "The Twilight
Zone". His commercial experience includes such clients as Cadillac(TM), Texaco,
Coca Cola(TM), Heineken, American Airlines, Donna Karan, Elizabeth Arden, QVC,
Business Technology Management and the Family Channel.
The computer development efforts related to Rebate TV(TM) were done at the
Company's engineering offices in Melbourne, Florida, where the hardware and
software designs and specifications were developed, tested and implemented
during the current fiscal year, to:
o manage the large amounts of data and transactions involved in
collecting and verifying sales information from the Rebate TV(TM)
retailers;
o calculate the rebates, record the credits, and issue the checks
to the consumer;
o accommodate and record the telephone rebate requests, and provide
automated participation information to the public.
ITC looks to Rebate TV(TM) to attract its share of the Communications
Industry end-user market estimated to be $189.3 billion by 1998. Interactive
digital media is projected to remain the fastest growing category in the
industry.1
Internet Access. ITC's Internet home pages for use with Rebate TV(TM) allow
viewers to access the program's data base through the Internet. It allows them
to view the status of their accounts, enter vendor rebate claims, and later will
allow viewers to access a variety of products and services associated with
Rebate TV(TM) which the Company expects to include. Rebate TV(TM) is located at
http://www.INET-USA.com/RTV.
Network Operations. ITC is in development and production of its own
television channel and is scheduled to distribute its Rebate TV(TM) video
programming in this format to customers. The Company's distribution plan
currently provides for distribution of this programming started in the central
Florida markets to expand from there. Overall, during the next 18-36 months, the
Company's plan calls for the Rebate TV(TM) to expand into 25 of the top national
markets within three years from the date of first broadcast. The Company expects
to hire as many as 50 additional employees over the next 24 months to support
the operation of this programming and to continue to develop and refine the
programming as the Company adds markets for these services.
In furtherance of its network creation activities, the Company is
initiating an affiliate program by market demographic area. Under this program,
the Company pre sells 10 of the 14 minute program segments per one half hour
program to the affiliate in the designated market area who is responsible to
local program affiliate operations. The initial affiliate market under this
program is Dayton, Ohio. The Company expects these affiliate operations to get
into operation from 120 to 180 days per market. However, until the first 3-6
markets are established in this manner, there is not assurance that any
particular market can get underway during this period.
- --------
1 The Veronicas, Shudder & Associates Communications Industry Forecast,July 1994
----------------------------------------------------------------------
10
<PAGE>
Satellite Network Television (SNT). The company formed Satellite Network
Television, Inc. (SNT) a Nevada corporation, to operate its facilities in
Princeton, New Jersey. These facilities consist of three basic segments:
o Studio Operations: Complete studio and control room facilities
including studio cameras, XY lighting, preset lighting board
and recording facilities.
o Post Production: Equipped Video and audio edit rooms for on
and off line edits. 3-D Graphics and Paintbox edit rooms,
voice over and audio facilities and control equipment.
o Satellite Links: Fully redundant C band and Ku band satellite
uplinks and downlinks with support and playback equipment.
These facilities were acquired to provide the Company the ability to
completely produce and distribute its own programming in-house. However, the
Company operates this facility as a full-service studio and broadcast facility
available to the business community and realizes revenues from providing
contract services from its facilities and from remote sports and general subject
broadcasts. (These include such services as video conferencing, and television
and video program production for educational, commercial and corporate videos.)
Interactive Video and Data Services. As part of ITC's commitment to the
evolution of interactive television, its Federal Communications Commission
Interactive Video and Data Services (IVDS) radio station licenses in the
Charleston-North Charleston, SC, and Melbourne-Titusville-Palm Bay, FL service
areas represent an additional enhancement to the Company's programming
distribution. These licenses have a duration of an initial five years, and are
renewable if all conditions of the license are met. IVDS, a two way
communications system, will allow viewers to take an active role in systems
delivered through broadcast television, cable television, wireless cable, direct
broadcast satellite or other future television delivery methods. IVDS is
regulated as a personal radio service under the rules of the FCC which has
allocated spectrum in the 218-219 MHz range for its use. IVDS systems are
designed to operate with a hand-held remote control device that controls the
interactive set top device on the subscriber's television set. A viewer would
interact with the TV station through a radio signal using an IVDS frequency.
During the quarter, the Company concluded the sale of the Charleston
license. The Company retains a 10% interest to the profits generated by the
license.
The Company is reviewing alternative uses and equipment proposals for its
Melbourne-Titusville-Palm Bay, FL license and expects to proceed to install a
system for this license within the next 24 - 36 months.
Although ITC will run its Rebate TV(TM) and other programs on its own
service area systems, the programs it develops are intended for use on various
interactive delivery systems and are not specific to Interactive Video and Data
Services systems. They are marketed to all of these various delivery systems.
For broadcast of Rebate TV(TM) programming the Company currently uses and plans
to use standard video media distribution methods such as cable, broadcast
stations, wireless cable and direct broadcast satellite. Although the Company
has designed its programs to utilize an IVDS return link (a "return link" is the
method by which data is sent from the consumer or viewer back to the originator
of the program), they are also designed to accommodate other return links such
as the telephone. The Company has purchased equipment and software to provide a
telephone return link as an interim return link for its own license areas as
well as other areas where it is providing programming, to be utilized where IVDS
is not available; until the installation an operation of the IVDS equipment as a
return link is completed as well as for use with non subscribers to IVDS.
Intellectual Content. The Company has developed a plan for the accumulation
and sale of intellectual content. This content takes several forms, including
completed television and video programming, both developed and produced by the
Company and by third parties; property rights to written scripts and
publications for the purpose of producing or having produced television or
motion picture products; and program ideas, concepts and designs.
This plan commenced during the last month of the fiscal year. In addition
to the Rebate TV(TM) programs, the company has filed and had accepted Trademark
applications with the United States Patent and Trademark Office for "Rebate TV"
and for "DEAL! DEALS! DEALS!" (a direct shopping program which the Company has
produced).
The Company has acquired movie and television rights for one year to
Special Treatment and to Overboard, novels currently in print. The company has
begun soliciting interest in these properties, however no production or
production agreements are in place and there is no assurance that any agreement
will be completed during the term of the rights.
11
<PAGE>
The Company has in addition under this plan a number of projects under
consideration and review. To date, revenue from these activities has been
limited to the Rebate TV(TM) television program, and to a limited showing of its
DEAL! DEALS! DEALS! program. There is associated with each of these shows and
projects a lead time or advance period necessary for development and scheduling.
In addition, the company may elect to sell outright or resell any of these
properties.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
Revenues from operations for the Quarter reported were $177,607, up from $0
for the same period for the previous year. Operating expenses for the Quarter
reported increased to $789,975 from $94,886 the previous year. Increased
expenses were due to the company's operations directed at expansion of Rebate
TV(TM) into the national market. The Company's computer operations were
developed to operate at a level to service a national market and those
operations will make up a significant portion of the operating expenses which
will proportionately decrease as the Company adds markets for its productions.
The Company expects its expenses to expand at a decreasing percentage as it
expands into additional markets.
During the first six months of the current fiscal year, the Company
received $576,852 from the private sale of its common stock and an additional
$144,000 in loans. The Company does not expect to receive significant revenues
from projects other that Rebate TV(TM) until the second half of calendar year
1997. Although the Company has no written commitments for additional funds, it
believes that it can raise additional cash required for expansion of its markets
through private sources. The Company expects to require additional funds over
the next 12 months for the expansion and addition of market for its products and
operations.
PART II - OTHER INFORMATION
Item I. Legal Proceedings: None
Item 2. Changes in Securities
During the Quarter reported, the Company issued a total of 250,000 shares
of common stock by a private placement which was further intended to comply with
Regulation S. Those share certificates were dated October 29, 1996 and were
forwarded for delivery at least a week or two after that. The parties, all
accredited investors, each paid as of October 10, 1996 $2.62 per share for the
following shares:
The Company pursuant to an existing Employee Stock Option Plan of 1996
filed pursuant to S-8 under which the following shares have been issued during
the reported Quarter with the share values indicated:
11.8.96 Paul S. Weldin 250 shares $2.00 CE
11.8.96 Sky Box Associates 5,637 shares $3.50 V
9.30.96 Dan Lehl 20,000 shares $3.75 CE
(CE) consultant-employee
(V) vendor
Item 3. Defaults upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K None
12
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Melbourne, State of Florida, on July 22 , 1997.
Interactive Technologies Corporation, Inc.
by: /s/ Perry Douglas West
---------------------------
Perry Douglas West, Chief Executive Officer
13
<PAGE>
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<FISCAL-YEAR-END> MAY-31-1997 MAY-31-1996
<PERIOD-START> JUN-01-1996 JUN-01-1995
<PERIOD-END> NOV-30-1996 NOV-30-1995
<CASH> 12,579 0
<SECURITIES> 0 0
<RECEIVABLES> 185,235 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 206,624 0
<PP&E> 114,830 0
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