UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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


(Mark one)
    XX          QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES
---------       EXCHANGE ACT OF 1934

                      For the quarterly period ended June 30, 2000

                TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE  ACT
---------       OF 1934

                      For the transition period from ____________ to ___________

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


                        Commission File Number: xx-xxxx-x
                                                ---------

                           Investment Technology, Inc.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                            88-0431927
----------------------------                        ----------------------------
  (State of incorporation)                            (IRS Employer ID Number)

                   5235 Island Chain Road, Las Vegas NV 89118
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (702) 248-1118
                                 --------------
                           (Issuer's telephone number)



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

Check  whether the issuer (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
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 29, 2000: 10,453,351
                                          ---------------------------

Transitional Small Business Disclosure Format (check one):  YES     NO X
                                                                ---   ---



<PAGE>

                           Investment Technology, Inc.

                 Form 10-QSB for the Quarter ended June 30, 2000

                                Table of Contents

                                                                           Page
                                                                           ----

Part I - Financial Information

  Item 1   Financial Statements                                              3

  Item 2   Management's Discussion and Analysis or Plan of Operation        12


Part II - Other Information

  Item 1   Legal Proceedings                                                13

  Item 2   Changes in Securities                                            13

  Item 3   Defaults Upon Senior Securities                                  13

  Item 4   Submission of Matters to a Vote of Security Holders              13

  Item 5   Other Information                                                14

  Item 6   Exhibits and Reports on Form 8-K                                 14


Signatures                                                                  14








                                                                               2


<PAGE>

<TABLE>

<CAPTION>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)
                                 Balance Sheets
                             June 30, 2000 and 1999

                                   (Unaudited)

                                     ASSETS
                                     ------

                                                                 2000           1999
                                                             -----------    -----------
<S>                                                          <C>            <C>
Current assets
   Cash on hand and in bank                                  $       282    $      --
   Advances to shareholders                                      200,000           --
   Interest receivable on advances to shareholders                 8,000           --
                                                             -----------    -----------

      Total current assets                                       208,282           --
                                                             -----------    -----------

Other assets
   Licensing agreement, net of accumulated
      amortization of $12.488 and $-0-, respectively             986,512           --
                                                             -----------    -----------

TOTAL ASSETS                                                 $ 1,194,794    $      --
                                                             ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities
   Accounts payable - trade                                  $      --      $      --
   Note payable to shareholder                                   200,000           --
   Interest payable on note payable to shareholder                 8,000           --
                                                             -----------    -----------

      Total liabilities                                          208,000           --
                                                             -----------    -----------

Commitments and contingencies

Stockholders' equity
   Common stock - $0.001 par value
      50,000,000 shares authorized
      10,453,351 and 1,608,351 shares
      issued and outstanding, respectively                        10,453          1,608
   Additional paid-in capital                                  1,229,264        143,959
   Accumulated deficit                                          (252,923)      (145,567)
                                                             -----------    -----------

         Total stockholders' equity                              986,794           --
                                                             -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 1,194,794    $      --
                                                             ===========    ===========

</TABLE>

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.

                                                                               3

<PAGE>

<TABLE>

<CAPTION>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)
                Statements of Operations and Comprehensive Income
               Six and Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                          Six months     Six months    Three months   Three months
                                            ended          ended          ended          ended
                                           June 30,       June 30,       June 30,       June 30,
                                             2000           1999           2000           1999
                                         -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>
Net revenues                             $      --      $      --      $      --      $      --

Operating expenses
   General and administrative expenses       (11,753)          --           11,680           --
   Consulting and professional fees           78,339           --           78,339           --
   Amortization of licensing agreement        12,488           --           12,488           --
                                         -----------    -----------    -----------    -----------
      Total operating expenses                79,074           --          102,507           --
                                         -----------    -----------    -----------    -----------

Loss from continuing operations              (79,074)          --         (102,507)          --

Other income
   Interest income                             8,000           --            8,000           --
                                         -----------    -----------    -----------    -----------

Loss from continuing operations
   before income taxes                       (71,074)          --          (94,507)          --

Income tax benefit (expense)                    --             --             --             --
                                         -----------    -----------    -----------    -----------

Net Loss from continuing operations          (71,074)          --          (94,507)          --
                                         -----------    -----------    -----------    -----------

Discontinued operations,
   net of income taxes
   Income (Loss) from discontinued
      operations, net of income taxes
      of $(160,922)                             --         (839,143)          --             --
   Income (Loss) on disposition,
      net of income taxes of
      $(182,663)                                --         (190,781)          --             --
                                         -----------    -----------    -----------    -----------

Loss from discontinued operations               --       (1,029,924)          --             --
                                         -----------    -----------    -----------    -----------

Net Loss                                     (71,074)    (1,029,924)       (94,507)          --

Other comprehensive income                      --             --             --             --
                                         -----------    -----------    -----------    -----------

Comprehensive Income (Loss)              $   (71,074)   $(1,029,924)   $   (94,507)   $      --
                                         ===========    ===========    ===========    ===========

</TABLE>

                                  - Continued -

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.

                                                                               4


<PAGE>

<TABLE>

<CAPTION>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)
                Statements of Operations and Comprehensive Income
               Six and Three months ended June 30, 2000 and 1999

                                                    (Unaudited)

                                          Six months       Six months      Three months     Three months
                                            ended            ended            ended            ended
                                           June 30,         June 30,         June 30,         June 30,
                                              2000             1999             2000             1999
                                        -------------    -------------    -------------    -------------
<S>                                     <C>              <C>              <C>              <C>
Net Loss from continuing operations     $     (71,074)   $        --      $     (94,507)   $        --

Loss from discontinued operations                --         (1,029,924)            --               --
                                        -------------    -------------    -------------    -------------

Net Loss                                $     (71,074)   $  (1,029,924)   $     (94,507)   $        --
                                        =============    =============    =============    =============


Earnings (Loss) per weighted-average
   share of common stock outstanding
      From continuing operations        $       (0.01)   $        0.00    $       (0.01)   $        0.00
      From discontinued operations               0.00            (0.64)            0.00            (0.00)
                                        -------------    -------------    -------------    -------------
      Total earnings (loss) per share   $       (0.01)   $       (0.64)   $       (0.01)   $       (0.00)
                                        =============    =============    =============    =============

Weighted-average number
   of common shares outstanding             6,060,714        1,608,351        7,613,076        1,608,351
                                        =============    =============    =============    =============

</TABLE>






The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.

                                                                               5

<PAGE>

<TABLE>

<CAPTION>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)
                            Statements of Cash Flows
                Six and Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                                          Six months     Six months
                                                                            ended          ended
                                                                           June 30,       June 30,
                                                                             2000           1999
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Cash flows from operating activities
   Net income (loss) for the period                                      $   (71,074)   $(1,029,924)
   Adjustments to reconcile net loss to net
      cash provided by operating activities
      Depreciation and amortization                                           12,488          9,810
      Consulting fees paid with common stock                                  62,250           --
      Provision for bad debts                                                   --          977,707
      Provision for income taxes                                                --         (160,922)
      Loss on disposition of operations                                         --          190,781
      (Increase) in interest receivable on advances from shareholders         (8,000)          --
      (Decrease) in accounts payable and other accrued liabilities           (17,515)          --
      Increase in interest payable on loans from shareholders                  8,000           --
      Change in net assets and liabilities of discontinued operations         11,976         29,946
                                                                         -----------    -----------
Net cash provided by (used in) operating activities                           (1,875)        17,398
                                                                         -----------    -----------


Cash flows from investing activities                                            --             --
                                                                         -----------    -----------


Cash flows from financing activities
   Proceeds from private placement of common stock                            30,000           --
   Cash paid on notes payable to shareholders                                (37,300)          --
   Cash transferred in disposition of operations                                --             (819)
   Net change in long-term liabilities of discontinued operations               --          (16,735)
                                                                         -----------    -----------
Net cash provided by (used in) financing activities                           (7,300)       (17,554)
                                                                         -----------    -----------

Increase (Decrease) in Cash                                                   (9,175)          (156)

Cash at beginning of period                                                    9,457            156
                                                                         -----------    -----------

Cash at end of period                                                    $       282    $      --
                                                                         ===========    ===========

Supplemental disclosure of interest and income taxes paid
      Interest paid for the period                                       $        51    $      --
                                                                         ===========    ===========
      Income taxes paid for the period                                   $      --      $      --
                                                                         ===========    ===========

Supplemental disclosure of non-cash investing and financing activities
      Common stock issued to acquire licensing agreement                 $   999,000    $      --
                                                                         ===========    ===========

</TABLE>


The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.  The  accompanying
notes are an integral part of these financial statements.

                                                                               6

<PAGE>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)

                          Notes to Financial Statements

Note A - Organization and Description of Business

Investment  Technology,  Inc.  (Company) was originally  incorporated  as Career
Opportunities,  Inc. in 1983 under the laws of the State of Oregon.  The Company
changed its corporate name to Career Opportunities (Int'l), Ltd. in May 1997.

On December 15, 1997, the Company merged with and into USFC, Inc. (USFC) (a then
dormant   publicly-owned   Washington   corporation)   with  the   exchange   of
approximately  4,993,413  shares of USFC for 100% of the issued and  outstanding
shares of the Company. For accounting purposes,  this transaction was treated as
a reverse  merger  whereby the Company was the acquiring  entity for  accounting
purposes while USFC was the acquiring company for legal purposes. The historical
financial  statements of the Company  became the restated  historical  financial
statements of the continuing  entity.  Concurrent with the merger, the resulting
entity was  reincorporated in the State of Oregon and changed its corporate name
to Distance Learning Systems, Inc. (DLS).

USFC,  Inc. was originally  incorporated  in 1968 under the laws of the State of
Washington.  USFC  successfully  completed  a  public  offering  pursuant  to  a
registration  exemption under  Regulation A of the U. S. Securities and Exchange
Commission in January 1970.

On July 19, 1999, the Company changed its state of incorporation  from Oregon to
Nevada by means of a merger with and into a Nevada corporation formed on July 2,
1999 solely for the purpose of effecting the reincorporation. The Certificate of
Incorporation  and  Bylaws of the  Nevada  corporation  are the  Certificate  of
Incorporation  and Bylaws of the  surviving  corporation.  Such  Certificate  of
Incorporation  changed the Company's name to Investment  Technology,  Inc. (ITI)
and  modified  the  Company's  capital  structure  to allow for the  issuance of
50,000,000 shares of common stock with a par value of $0.001 per share.

For the period from 1983 through June 30, 1999,  the Company was in the business
of providing  educational  research  and analysis  services to write and publish
specialized study guides for adult learners; specifically tutorial assistance to
nurses and other related persons who aspire to higher education  credentials and
who can qualify for and pass examinations  administered from the Regents College
program located in the State of New York.

In June 1999, DLS transferred 100% of its assets to a group of  then-controlling
shareholders  in exchange for the assumption of all  outstanding  and contingent
liabilities.  As of June 30,  1999,  the Company had no assets,  liabilities  or
operations.

During  December  1999,  the Company  attempted to acquire an entity  engaged in
providing  Internet  site  hosting  and  development  services.  This  attempted
acquisition  was not successful and all efforts  towards this  acquisition  were
abandoned  as of  December  31,  1999.  There were no  significant  revenues  or
expenses related to this endeavor.

With the disposition of all operations,  the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf.  The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.

                                                                               7

<PAGE>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)

                    Notes to Financial Statements - Continued

Note A - Organization and Description of Business - Continued

During interim periods, the Company follows the accounting policies set forth in
its annual audited financial  statements contained in a Form 10-SB as filed with
the U. S. Securities and Exchange  Commission on April 18, 2000. The information
presented herein may not include all disclosures  required by generally accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
contained in its annual audited financial statements contained elsewhere in this
document when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 2000.

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.

 Note B - Summary of Significant Accounting Policies

1.    Cash and cash equivalents
      -------------------------

      The Company considers all cash on hand and in banks, including accounts in
      book overdraft positions,  certificates of deposit and other highly-liquid
      investments with maturities of three months or less, when purchased, to be
      cash and cash equivalents.

      Cash overdraft  positions may occur from time to time due to the timing of
      making  bank  deposits  and  releasing  checks,  in  accordance  with  the
      Company's cash management policies.

2.    Licensing agreement
      -------------------

      The  licensing  agreement  is  amortized  over a 10 year period  using the
      straight-line method.

3.    Income taxes
      ------------

      The Company uses the asset and liability  method of accounting  for income
      taxes. At June 30, 2000 and 1999, respectively, the deferred tax asset and
      deferred  tax  liability  accounts,  as  recorded  when  material  to  the
      financial  statements,  are entirely the result of temporary  differences.
      Temporary  differences  represent differences in the recognition of assets
      and  liabilities  for  tax and  financial  reporting  purposes,  primarily
      accumulated depreciation and amortization, allowance for doubtful accounts
      and vacation accruals.

                                                                               8

<PAGE>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)

                    Notes to Financial Statements - Continued

Note B - Summary of Significant Accounting Policies - Continued

3.    Income taxes
      ------------

      The Company  utilized the installment  method of reporting  collections on
      its  contracts  related  to the  provision  of  educational  research  and
      analysis services to write and publish  specialized study guides for adult
      learners;  specifically  tutorial  assistance  to nurses and other related
      persons who aspire to higher education credentials and who can qualify for
      and pass  examinations  administered  from  the  Regents  College  program
      located in the state of New York.  Accordingly,  this treatment  created a
      deferred tax liability  related to the timing of reporting the income from
      contracts between its financial statements and its tax returns.

      Due to the  provisions  of Internal  Revenue Code Section 338, the Company
      will  have  no  net  operating  loss  carryforwards  available  to  offset
      financial  statement or tax return  taxable  income in future periods as a
      result of a change in control  involving 50  percentage  points or more of
      the issued and outstanding securities of the Company.

4.    Earnings (loss) per share
      -------------------------

      Basic  earnings  (loss) per share is computed  by dividing  the net income
      (loss) by the weighted-average number of shares of common stock and common
      stock equivalents  (primarily  outstanding  options and warrants).  Common
      stock equivalents represent the dilutive effect of the assumed exercise of
      the  outstanding  stock  options and  warrants,  using the treasury  stock
      method. The calculation of fully diluted earnings (loss) per share assumes
      the dilutive effect of the exercise of outstanding options and warrants at
      either the  beginning of the  respective  period  presented or the date of
      issuance,  whichever is later.  As of June 30, 2000 and 1999,  the Company
      has no outstanding warrants and options issued and outstanding.

Note C - Discontinued Operations

On June 25,  1999,  the  Company  transferred  100% of its  assets to a group of
then-controlling  shareholders in exchange for the assumption of all outstanding
and  contingent  liabilities.  As of June 30,  1999,  the Company had no assets,
liabilities or operations.

The results of the Company's operations for the respective periods presented are
reported  as  a  component  of  discontinued   operations  in  the  consolidated
statements of operations.  Additionally, the respective gain or loss incurred on
the  sale  of the  Company's  operations  are  also  presented  separately  as a
component of discontinued operations.

Summarized results of operations for the disposed  operations for the six months
ended June 30, 1999 and December 31, 1998, respectively, are as follows:

                                                                June 30,
                                                                  1999
                                                              -----------
         Net sales                                            $   199,002
                                                              ===========
         Operating income (loss)                              $(1,000,065)
                                                              ===========
         Loss from discontinued operations                    $  (839,143)
                                                              ===========



                                                                               9

<PAGE>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)

                    Notes to Financial Statements - Continued

Note C - Discontinued Operations - Continued

During  December  1999,  the Company  attempted to acquire an entity  engaged in
providing  Internet  site  hosting  and  development  services.  This  attempted
acquisition  was not successful and all efforts  towards this  acquisition  were
abandoned  as of  December  31,  1999.  There were no  significant  revenues  or
expenses related to this endeavor.

Summarized  results of operations for this unsuccessful  effort for the month of
December 1999 is as follows

                                                                   Month of
                                                                 December 1999
                                                                 -------------
         Net sales                                                 $ 15,225
                                                                   ========
         Operating income                                          $(33,382)
                                                                   ========
         Loss from discontinued operations                         $(33,382)
                                                                   ========


Note D - Advances to Shareholders

The Company  has  advanced  certain  funds to various  shareholders  aggregating
approximately  $200,000.  These  advances are due on demand and bear interest at
8.0%, commencing January 1, 2000. The advances are informally  collateralized by
the respective shareholder's holdings in the Company's common stock.

Note E - Advances and Notes Payable to Shareholders

Notes  payable  to  shareholders  as of June 30,  2000 and 1999  consist  of the
following:

                                                            2000       1999
                                                           --------   --------
Note payable to a shareholder.  Interest at 8.0%,
   commencing January 1, 2000.  Principal and
   accrued interest is repayable in monthly installments
   equal to 15.0% of the net profits, if any, of the
   Company.  However, the note may be prepaid
   at any time without penalty.  Unsecured                 $200,000   $      -
                                                           --------   --------

                                                           $200,000   $      -
                                                           ========   ========


Note F - Licencing Agreement

During the first quarter of 2000,  the Company  entered into  negotiations  with
Pharmedical  Corporation,  a privately- owned Nevada  corporation for either the
purchase  of  Pharmedical  by the  Company  or a  merger  of the two  companies.
Pharmedical is involved in the business of  manufacturing  and  distribution  of
over-the-counter health, beauty and wellness products for the consumer market.

                                                                              10

<PAGE>

                           Investment Technology, Inc.
                   (formerly Distance Learning Systems, Inc.)

                    Notes to Financial Statements - Continued

Note F - Licencing Agreement - Continued

During the second quarter of 2000, both parties determined that it would be more
advantageous  to all  concerned  that the Company hold an  exclusive  license to
market,  distribute  and  otherwise  promote  the product  line of  Pharmedical.
Accordingly on May 12, 2000,  both parties  executed an exclusive  marketing and
distribution  agreement for a period of 50 years. In exchange for this exclusive
license  agreement,  the  Company  issued  4,995,000  shares of its  restricted,
unregistered   common  stock.  This  transaction  was  valued  at  approximately
$999,000,  which approximates the "fair value" of the shares issued based on the
discounted  closing market price on May 12, 2000.  This  licensing  agreement is
being amortized over a ten (10) year period using the straight-line  method from
the date of the agreement.

Note G - Common Stock Transactions

In August 1999,  the  Company's  Board of  Directors  approved a 1 for 4 reverse
stock  split on the issued and  outstanding  common  stock of the  Company.  The
issued  and  outstanding  shares  of  common  stock  shown  in the  accompanying
financial  statements  reflect the effect of the  reverse  stock split as if the
reverse split had occurred as of the beginning of the first period  presented in
the accompanying financial statements.

On July 7, 1998, the Company issued approximately  759,000 shares (approximately
189,750 reverse stock split shares) of restricted,  unregistered common stock to
various individuals for services rendered in conjunction with the reverse merger
combination  of  Career  Opportunities   (Int'l),   Ltd.  and  USFC,  Inc.  This
transaction was valued at  approximately  $7,590,  which  approximated  the fair
value of the Company's stock issued and the fair value of the services rendered.

On August 13, 1999,  the Company  issued  approximately  2,900,000  post-reverse
stock  split  shares to various  individuals  involved in  providing  consulting
services  related  to the July  1999  change in  control  of the  Company  and a
proposed  merger  transaction.  This  transaction  was  valued at  approximately
$2,900,  which approximated the fair value of the Company's stock issued and the
fair value of the services rendered.

On May 12, 2000, the Company issued an aggregate 4,995,000 shares of restricted,
unregistered  common stock for an exclusive  licensing  agreement as  previously
discussed.

In May 2000,  the Company  issued an  aggregate  830,000  shares of  restricted,
unregistered  common  stock to  three  individuals  for  various  financial  and
business  consulting  services.  These transactions were valued at approximately
$62,250,  which  approximates the "fair value" of the shares issued based on the
discounted closing market price on the respective date of each transaction.

In May  and  June  2000,  the  Company  sold  an  aggregate  120,000  shares  of
restricted,  unregistered  common  stock for gross  proceeds of $30,000  under a
private placement letter utilizing the exemption from registration provisions of
Rule 504, Regulation D.

                                                                              11

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)   General

Investment  Technology,  Inc.  (Company) was originally  incorporated  as Career
Opportunities,  Inc. in 1983 under the laws of the State of Oregon.  The Company
changed its corporate name to Career Opportunities (Int'l), Ltd. in May 1997.

On December 15, 1997, the Company merged with and into USFC, Inc. (USFC) (a then
dormant   publicly-owned   Washington   corporation)   with  the   exchange   of
approximately  4,993,413  shares of USFC for 100% of the issued and  outstanding
shares of the Company. For accounting purposes,  this transaction was treated as
a reverse  merger  whereby the Company was the acquiring  entity for  accounting
purposes while USFC was the acquiring company for legal purposes. The historical
financial  statements of the Company  became the restated  historical  financial
statements of the continuing  entity.  Concurrent with the merger, the resulting
entity was  reincorporated in the State of Oregon and changed its corporate name
to Distance Learning Systems, Inc. (DLS).

USFC,  Inc. was originally  incorporated  in 1968 under the laws of the State of
Washington.  USFC  successfully  completed  a  public  offering  pursuant  to  a
registration  exemption under  Regulation A of the U. S. Securities and Exchange
Commission in January 1970.

On July 19, 1999, the Company changed its state of incorporation  from Oregon to
Nevada by means of a merger with and into a Nevada corporation formed on July 2,
1999 solely for the purpose of effecting the reincorporation. The Certificate of
Incorporation  and  Bylaws of the  Nevada  corporation  are the  Certificate  of
Incorporation  and Bylaws of the  surviving  corporation.  Such  Certificate  of
Incorporation  changed the Company's name to Investment  Technology,  Inc. (ITI)
and  modified  the  Company's  capital  structure  to allow for the  issuance of
50,000,000 shares of common stock with a par value of $0.001 per share.

For the period from 1983 through June 30, 1999,  the Company was in the business
of providing  educational  research  and analysis  services to write and publish
specialized study guides for adult learners; specifically tutorial assistance to
nurses and other related persons who aspire to higher education  credentials and
who can qualify for and pass examinations  administered from the Regents College
program located in the State of New York.

In June 1999, DLS transferred 100% of its assets to a group of  then-controlling
shareholders  in exchange for the assumption of all  outstanding  and contingent
liabilities.  As of June 30,  1999,  the Company had no assets,  liabilities  or
operations.

                                                                              12

<PAGE>

During  December  1999,  the Company  attempted to acquire an entity  engaged in
providing  Internet  site  hosting  and  development  services.  This  attempted
acquisition  was not successful and all efforts  towards this  acquisition  were
abandoned  as of  December  31,  1999.  There were no  significant  revenues  or
expenses related to this endeavor.

(3)  Results of Operations, Liquidity and Capital Resources

With the disposition of all operations,  the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf.  The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.

On May 12, 2000, the Company received an exclusive license to market, distribute
and otherwise  promote the product line of Pharmedical for a period of 50 years.
In exchange for this exclusive license  agreement,  the Company issued 4,995,000
shares of its restricted, unregistered common stock. This transaction was valued
at  approximately  $999,000,  which  approximates the "fair value" of the shares
issued  based on the  discounted  closing  market  price on May 12,  2000.  This
licensing  agreement  is being  amortized  over a ten (10) year period using the
straight-line method from the date of the agreement.

The Company  believes  that this  licensing  agreement and future demand for the
Pharmedical  product line will generate positive revenues and related cash flows
to support future periods.

Part II - Other Information

Item 1 - Legal Proceedings

   None

Item 2 - Changes in Securities

On May 12, 2000, the Company issued an aggregate 4,995,000 shares of restricted,
unregistered common stock for an exclusive licensing agreement. This transaction
was valued at approximately $999,000, which approximates the "fair value" of the
shares issued based on the discounted closing market price on May 12, 2000.

In May 2000,  the Company  issued an  aggregate  830,000  shares of  restricted,
unregistered  common  stock to  three  individuals  for  various  financial  and
business  consulting  services.  These transactions were valued at approximately
$62,250,  which  approximates the "fair value" of the shares issued based on the
discounted closing market price on the respective date of each transaction.

In May  and  June  2000,  the  Company  sold  an  aggregate  120,000  shares  of
restricted,  unregistered  common  stock for gross  proceeds of $30,000  under a
private placement letter utilizing the exemption from registration provisions of
Rule 504, Regulation D.

Item 3 - Defaults on Senior Securities

       None

Item 4 - Submission of Matters to a Vote of Security Holders

       None




                                                                              13

<PAGE>

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

       Exhibit 27 - Financial Data Schedule
       Reports on Form 8-K - None

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

                                   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.

                                                     Investment Technology, Inc.

August    29   , 2000                                    /s/ Thomas D. Vidmar
       --------                                      ---------------------------
                                                                Thomas D. Vidmar
                                                         President, Director and
                                                         Chief Financial Officer








                                                                              14