FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

[ X ]   ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934
        For the fiscal year ended - October 31, 2001
        OR
[   ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the transition period from

                         Commission file number 0-32823

                     INNOVATIVE TECHNOLOGY ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           98-0348407
(State or other jurisdiction of                    (Employer Identification No.)
 incorporation or organization)

                              144 King Street East
                           Toronto, ON Canada M5C 1G8
          (Address of principal executive offices, including zip code.)

                                 (416) 594 4441
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
       None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock

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 [   ]

Check if no disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-B is contained  herein,  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. [ ]

State Issuer's revenues for its most recent fiscal year.
       October 31, 2001 - $0

The aggregate market value of the voting stock held by  non-affiliates  on March
12, 2002 was $740,000. There are approximately 3,700,000 shares of common voting
stock of the Registrant held by non-affiliates.

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest  practicable date: March 12, 2002 - 4,854,086 shares of
Common Stock

Transitional Small Business Issuer Format
       YES [   ]   NO [ X ]


<PAGE>

                                     PART I

ITEM 1.   BUSINESS.

We were  incorporated  in Delaware in 1996 as Virilite  Neutracutical  Corp.  In
December 1999 we changed our name to Innovative Technology Acquisition Corp.

We have developed a functional  food product that utilizes a dietary  supplement
that we call  Virilite,  but  which is known as  Libido  outside  of the  United
States.  Virilite is a specialized  freeze dried egg product developed in Norway
which has been  shown to  increase  the sex  drive of men who have an  otherwise
diminished  sex drive.  We acquired the license to distribute  this product as a
functional food in the United States and Mexico. We have developed a granola bar
called the "TERBO BAR" that contains  Virilite.  We have not started  commercial
production  of the  product,  but did sell more than 10,000 TERBO Bars in a test
marketing  campaign  in 1998.  On November  1, 1998 We  purchased  the assets of
Virilite  Neutracutical  Corporation  (Canada)  an  Ontario  corporation.   This
corporation  developed and owned the proprietary formulas used in the TERBO Bar.
Development  of the formulas was done by VNC (Canada) in order to take advantage
of certain tax incentives.

         In  December  1999  we  changed  our  name  to  Innovative   Technology
Acquisition Corp. to better identify ourselves as the distributors of innovative
products and not just dietary supplements.

         We  currently  maintain the domain  "itaq.net"  that  contains  limited
corporate information. We also own the domain "virilite.com".

         We have had limited  operations since 1999 due to a lack of funding and
have had no revenues in the last fiscal year.


LICENSES

         We acquired a license to use Virilite as a dietary food and/or beverage
supplement, in the United States of America and Mexico in 1996. The Licensor was
MPS International  Food Works  Incorporated who is the owner of a master license
from Med-Eq A/G of Norway,  one of the developers of Virilite'.  Virilite is the
tradename  of the  dietary  supplement  known as Libido in Europe.  Due to prior
registration of the name Libido in the United States for an unrelated product we
use the tradename "Virilite". The license expires in 2014.


CUSTOMERS

         The target  customer,  initially,  with be the adult  male and  female,
ranging in age from 20 years and older. There are three distinct categories:

         A.       Young men and women, 20-30 years old.
         B.       Middle -aged men and women, 31-55 years old.
         C.       Elderly men and women, 55 years plus.

         Each age range will seek a specific  benefit from the product.  For the
younger adult in group A, the product will be used for additional  protein,  and
as an energy  supplement for both physical and sexual  activity.  In group B, it
will be as an energy  supplement to help them cope with the stresses of everyday
life.  The product will be  positioned  as a "boost" to give this group the edge
they need physically and sexually, if desired.  Finally,  group C, will use this
product  more from a  problematic  perspective,  and most likely for  diminished
sexual drive.

<PAGE>

         Impotency  or  diminished  sexual  desire  are  among  the most  common
complaints heard by physicians, estimated to affect some 20 percent of the North
American men and women in all post puberty age groups.


Government Regulation

         The manufacturing  and sale of a nutraceutical  product is regulated by
the Food and Drug  Administration.  We believe that we are not required to apply
for any approvals  form the FDA as the product falls under the  jurisdiction  of
the  Dietary  Supplement  Health and  Education  Act.  Should we  acquire  other
products we may become subject to other  government  regulation  related to that
product.


Research and Development

         We completed research and development of the Terbo Bar in 1998 and have
not  incurred  any  additional  research and  development  costs since then.  We
currently  intend to acquire an improved form of the Virilite powder from Med-Eq
to  evaluate  the need to  reformulate  the recipe for the TERBO Bar.  Should we
acquire  additional  products  in either  the  nutraceutical  industry  or other
industries additional research and development may be needed.

         Research on the effect of Virilite has been  conducted  by Med-Eq,  but
not by Us. To date, the research on Virilite has focused on its effect on sexual
desire,   as  opposed  to  just  erectile  function  in  men.  There  have  been
approximately  six studies  conducted  on Virilite,  all  involving a relatively
small number of subjects.  Each of the six studies is briefly  described  below.
[Please  note:  The studies were  conducted  using the trade names  "Libido" and
"Ardor"  for  the  dietary  supplement  called  "Virilite"  here.  Due to  prior
trademark  registration  of the name Libido for an  unrelated  product,  We were
unable  to use the name in the  United  States.  Virilite  is known as Libido in
Europe where it is available in pill form. We plan to begin  marketing  Virilite
in pill form in the current fiscal year].

         Although  these studies all appear to indicate that Virilite may have a
positive effect on sexual desire,  each study contains one or more the following
deficiencies  in its  methodology:  inconsistent  protocols,  small  numbers  of
subjects,  open design (not double  blind),  no placebo  controls,  insufficient
washout periods  between the time of taking Virilite and  commencement of taking
the placebo, reliance on self reporting by subjects and measurement scales which
were not validated.


Employees

Currently our only employee is our President, Randy Lebow.


Risk Factors


        WE LACK OPERATING HISTORY

        We have limited operating history and no current revenues.  There can be
no assurance that current or future products will  ultimately  result in profits
to the Company.

<PAGE>

         THERE IS SUBSTANTIAL COMPETITION FROM WELL ESTABLISHED DIETARY SUPPLENT
COMPANIES

         The nutraceutical  industry is becoming a highly  competitive  business
and We expect  competition to increase in the functional food and beverage area.
We will compete with both domestic and foreign  manufacturers  in the functional
food and beverage area although these companies will not be able to use Virilite
in  their  product.   Additionally  several  domestic  companies  are  presently
producing a nutraceutical  foods and beverages using ginseng which is thought to
have sexual enhancing  capabilities.  It can be expected that they will increase
their  efforts to  position  such  products  in this  category.  There can be no
assurance that We will be successful in penetrating the nutraceutical  market in
North America to the extent necessary to become profitable.


         THERE MAY BE A NEED FOR GOVERNMENT APPROVAL OF OUR PRODUCTS

         The manufacturing  and sale of a nutraceutical  product is regulated by
the Food and Drug  Administration.  The company believes that it is not required
to  apply  for  any  approvals  from  the FDA as the  product  falls  under  the
jurisdiction of the Dietary Supplement Health and Education Act. There can be no
guarantee  that the FDA will  accept our  interpretation  of the act and thereby
require us to submit Virilite for approval.


         THERE IS A  SCARCITY  OF AND  COMPETITION  FOR  UNIQUE  AND  INNOVATIVE
PRODUCTS

         We are and will  continue  to be an  insignificant  participant  in the
business of seeking unique and innovative products in the nutraceutical industry
and other industries.  A large number of established and well-financed  entities
are active in the  acquisition of such  products.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than  the  Us  and,  consequently,  We  will  be at a  competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing a transaction.


         THERE IS NO ACTIVE PUBLIC MARKET FOR OUR SECURITIES

         There is no active public  trading  market for Our Common Stock.  There
can be no assurance  that any level of public  trading  market ever will develop
for Our Common Stock and, even if a public trading  market does develop,  it may
not be sustained.


         CONFLICTS OF INTEREST

         Mr. Lebow,  the Company's  president,  participates  in other  business
ventures, which may compete directly or indirectly with the Company.  Additional
conflicts  of interest and non-arms  length  transactions  may also arise in the
future.


         PURCHASE OF PENNY STOCKS CAN BE RISKY.

         In the event that a public market develops for Our securities following
a business  combination,  such  securities  may be  classified  as a penny stock
depending  upon their market price and the manner in which they are traded.  The
Securities and Exchange  Commission has adopted Rule 15g-9 which establishes the
definition  of a "penny  stock,"  for  purposes  relevant  to Us, as any  equity
security  that  has a market  price  of less  than  $5.00  per  share or with an
exercise  price of less than $5.00 per share whose  securities  are  admitted to
quotation  but do not  trade on the  Nasdaq  SmallCap  Market  or on a  national
securities exchange. For any transaction involving a penny stock, unless exempt,
the rules require delivery by the broker of a document to investors  stating the
risks of investment in penny stocks, the possible lack of liquidity, commissions
to be paid,  current  quotation and  investors'  rights and remedies,  a special
suitability inquiry, regular reporting to the investor and other requirements.

<PAGE>

         Prices for penny stocks are often not available and investors are often
unable to sell such stock.  Thus an investor may lose his  investment in a penny
stock and consequently should be cautious of any purchase of penny stocks.


         THERE IS NO AGREEMENT FOR MANUFACTURING OR DISTRIBUTING OUR PRODUCTS OR
FOR THE ACQUISITION OF ANY OTHER PRODUCTS

         We have no current arrangement, agreement or understanding with respect
to engaging a contract  manufacturer  or a distributor  for the TERBO Bar or any
other Virilite based product. There is no guarantee that we will be able to find
a  manufacturer  or  distributor  who will  participate  in a revenue  or profit
sharing  arrangement  with the Us that  would  facilitate  the  manufacture  and
distribution of our products.


         POSSIBLE  DILUTION OF VALUE OF SHARES  UPON  AQUISITION  OF  ADDITIONAL
PRODUCTS.

         As we do not have  significant cash resources it is anticipated that We
would  acquire  additional  products or product  lines by issuing  shares of our
common stock..  Depending upon the value of the assets  acquired,  the per share
value of Our common stock may increase or decrease, perhaps significantly.


ITEM 2.   DESCRIPTION OF PROPERTIES.

         The  Company's  executive  offices are located at 144 King Street East,
Toronto Ontario Canada. The offices are provided by a shareholder of the company
at no cost.


ITEM 3.   LEGAL PROCEEDINGS.

         There are no material legal proceedings to which the Company is subject
to or which are anticipated or threatened.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters  submitted to the Shareholders  during the fourth
quarter of 2001.


                                     PART II


ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED   STOCKHOLDERS
          MATTERS.

         Until  December  2001 the  Company'  shares were quoted on the NQB Pink
Sheets,  but there was no trading  activity.  As of December 2001 our shares are
now  traded on the  Bulletin  Board  operated  by the  National  Association  of
Securities Dealers,  Inc. under the trading symbol "ITAQ." Since being quoted on
the OTC  Bulletin  Board  there has been no trading in the  stock,  though  four
market makers have posted bid and/or ask prices.  The current "best bid" is $.20
and the "best ask" is $.50.

<PAGE>

         At March 12, 2002,  there were  4,854,086  common shares of the Company
issued and outstanding.

         At March 12,  2002,  there were 33 holders of record  including  common
shares  held  by  brokerage  clearing  houses,   depositories  or  otherwise  in
unregistered  form.  The  beneficial  owners of such shares are not known by the
Company.

         No  cash  dividends  have  been  declared  by the  Company  nor are any
intended to be  declared.  The Company is not subject to any legal  restrictions
respecting the payment of dividends,  except that they may not be paid to render
the  Company  insolvent.  Dividend  policy will be based on the  Company's  cash
resources and needs and it is anticipated that all available cash will be needed
for  property  acquisition,  exploration  and  development  for the  foreseeable
future.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
          OF OPERATIONS.

         Since  inception we have  produced only minimal  revenues.  We produced
revenues  during the test marketing of the Terbo Bar, but have continued to need
shareholder  financing  to maintain  our  operations.  Since the test  marketing
period we have not produced or manufactured any additional products.  During the
next twelve months it is expected  that we will continue to rely on  shareholder
financing or the sale of our securities to continue funding our operations.


Plan of Operation

         The  manufacturer  of  the  Virilite  powder,  Med-Eq  of  Norway,  has
developed  a more  concentrated  form of the dietary  supplement.  We are in the
process of  determining  if any changes will be need to be made to our TERBO Bar
recipes.  Until we are able to assess the need to  reformulate  the TERBO Bar we
intend to import and sell  Virilite in tablet  form.  The tablets are  available
directly from the manufacturer

         We intend to seek contract  manufacturing  and distribute the TERBO Bar
and  other  products  based  on  Virilite.  In  order  to do so we may  have  to
sub-license  the product to the contract  manufacturer  or  distributor or enter
into another type of profit or revenue sharing arrangement

         We have been actively seeking contract manufacturers for the TERBO Bars
and are having  discussions  with a beverage  producer  capable of  bottling  an
energy  drink  that  uses  Virilite.  A  beverage  product  had been  previously
developed,  but had not been  produced.  We believe that it is important to have
product  line  extensions  available  so as to keep the  product  line fresh and
innovative.

         Marketing  of the  Virilite  products  and any  other  products  we may
acquire,  as described below, will take place mainly on the internet through the
use of web  sites,  search  engine  placement,  banner  ads  and  opt-in  e-mail
advertising.  We will sell our products  directly and not through retail outlets
initially.  The competition  for retail space makes it cost  prohibitive to seek
such placement. We have developed a brand identity using the name "Virilite" and
"TERBO" and intend to  continue  using those  names.  The web site will  contain
information on the product, areas where consumers could interact with each other
and a secure e-commerce site where consumers could purchase our products.  It is
anticipated  that web site  development  would be paid for based  upon a revenue
sharing  model  or it  would  require  Us to pay for the  web  site  development
services  through the  issuance of our common  stock.  We prefer  these types of
arrangements so as to preserve cash.

<PAGE>

         Additional  marketing  strategies include the use of infomercials on TV
or Radio.  Radio  infomercials are typically less expensive to produce and radio
time is  significantly  less  expensive than TV time. It is not expected that we
would use this type of  marketing  until we have  established  a  customer  base
through our internet strategy.

         Previously we  advertised  the TERBO Bar in USA Today,  Playboy,  Men's
Health  magazine and on the Howard Stern Show.  These  advertisements  were very
expensive and could not be sustained. Such a national advertising campaign could
be  effective  if  sustained.  The  Playboy ad  generated  the most  revenue and
continued smaller ads in Playboy directing consumers to our web site are part of
our marketing  strategy.  However, we intend to focus more on internet marketing
as it  provides  a more cost  effective  approach  and the  anonymity  that many
consumers seek when purchasing personal health items.

         We additionally intend to acquire products or the rights to products in
industries  other  than the  nutraceutical  industry  while  not  excluding  the
addition of other  nutraceutical or dietary  supplement  products.  Once we have
obtained the rights to such  products,  We would seek to find  distributors  for
them or would  distribute  them  through  our web site.  We are looking to other
small  companies  that have  innovative  and unique  products but who are having
difficulty marketing the product or finding satisfactory distribution. Marketing
of these additional items will be almost exclusively  through the internet.  For
products  outside of the  nutraceutical  industry  we intend to  register  other
domain  names that would be  appropriate  for the  products,  using the ITAQ.net
domain as a portal to our other sites.

         It is probable that our business operations will consume more cash then
they generate over the short-term.  Therefore,  management believes that it will
be  necessary  to raise  additional  capital  for the  Company  through  private
placements of the Company's stock or through shareholder loans.


Intent to Buy Phase 4 Pharmaceutical LLC

         On January 28 2002 we entered into a letter of intent to purchase Phase
4 Pharmaceutical LLC. Phase 4 sells dietary supplements through its web site. We
believe that the  acquisition of Phase 4 will allow us to bring our own products
to market sooner and with less cost. However, we along with Phase 4 have decided
to cancel the  letter of intent,  but  remain in  informal  discussions  as each
company progresses its business plan.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The financial statements are attached hereto as an Exhibit.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

         In January 2000 we engaged Berkovits, Lago & Co. LLP as our independent
accountants and Infante, Lago & Co. resigned. There was no disagreement with the
prior  accountants.  The  change  was made in order to follow  the  partner  who
performed our audits to his new firm.

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS   AND   CONTROL   PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         The name,  age and position  held by each of the directors and officers
of the Company are as follows:

Name                  Age       Position Held
----                  ---       -------------

Randy Lebow           42        President and a member of the Board
                                of Directors

<PAGE>

Randy Lebow,  President.  Mr. Lebow, earned a Bachelor of Laws from Osgoode Hall
Law School in Toronto.  After graduation,  he established his own legal practice
with a focus on real estate,  mortgage  financing and  corporate and  commercial
law.  Mr.  Lebow has sat on the Board of  Directors  of a  publicly  traded  oil
company and he is a Director of a private mortgage brokerage  corporation.  From
1998 until November 2001 Mr. Lebow was also Vice President of Gemini  Integrated
Financial  Services Corp., our majority  shareholder until November 2001. He has
also acted as general counsel to several public companies.


ITEM 10.  EXECUTIVE COMPENSATION.

         No officer or director of the Company has  received  compensation  from
the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth the number of shares of Our Common Stock
beneficially  owned as of March  12,  2002 by (i) the  owners  of more than five
percent  (5%) of Our Common  Stock,  (ii) the  number of shares of Common  Stock
owned by each  director  and  officer,  and (iii) the number of shares of Common
Stock owned by all officers and directors as a group:




Name and Address of                Number of Shares of       Percentage of
  Beneficial Owner                     Common Stock          Common Stock
-------------------                -------------------       -------------

Randy Lebow (ii)                            1,500                   0%
144 King St. East
Toronto, ON M5C 1G8

Gemini Integrated (2)
Financial Services (i)                  1,325,333                32.1%
144 King St. East
Toronto, ON M5C 1G8

Capbanx Corp. (i)                         500,000                10.3%
144 King Street East
Toronto, ON M5C 1G8

All Executive Officers and
Directors as a Group
(1 person)  (iii)                           1,500                   0%

Future Ventures Limited                   450,000                 9.3%

FTITA Investments Limited                 500,000                10.3%

Holograph Investments Limited             450,000                 9.3%

A H and R Consultants Limited             450,000                 9.3%

Richards and Chan Trading Company         450,000                 9.3%

   No arrangements exist which may result in a change in control of the Company.

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In February 1996 we acquired the exclusive  distribution rights, in the
United  States and  Mexico,  to Libido,  from a  stockholder.  The  distribution
license was purchased from the stockholder for a total consideration of $750,000
paid as follows:  $50,000 cash, a note for $200,000  maturing on August 28, 2001
with interest at prime plus 1% (or 8.25%) and 500,000 shares of our common stock
valued at $1 per share.  Due to uncertainty  regarding Our ability to realize on
the distribution agreement we fully amortized the remaining unamortized value of
the license agreement in 1999

         On November 1, 1998 we purchased  the assets of Virilite  Neutracutical
Corporation (Canada), an Ontario corporation from a shareholder,  who was at the
time our majority shareholder. Consideration for the purchase was the assumption
of liabilities of $663,860  associated with the assets.  The assets consisted of
certain  proprietary  formulas developed using the Virilite base component,  the
packaging  and  the  logo  for  the  product.  We  subsequently   satisfied  the
liabilities by issuing 649,586 shares of common stock valued at $1 per share.



                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Reports on Form 8-K

         The  Company  has not filed any  reports  on Form 8-K during the fourth
quarter of 2001.


(b)      Exhibits

         The exhibits  herein are  incorporated  by  reference to the  Company's
filing on Form 10-SB filed on June 1, 2001.

3.1      Articles of Incorporation
3.2      Amendment to Articles of Incorporation (November 1997)
3.3      Amendment to Articles of Incorporation (December 1999)
3.4      Bylaws


<PAGE>

                                   SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


/s/ Randy Lebow                       Date: March 12, 2002
--------------------                        --------------
Randy Lebow
President


<PAGE>


                  INNOVATIVE TECHNOLOGY ACQUISITION cORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              Financial Statements
                            October 31, 2001 and 2000


<PAGE>

                  Innovative Technology Acquisition Corporation
                          (A Development Stage Company)






                                Table of Contents






Independent Auditors' Report.............................................      1

Balance Sheets...........................................................      2

Statements of Operations.................................................      3

Statement of Stockholders' Deficit.......................................      4

Statements of Cash Flows.................................................      5

Notes to Financial Statements............................................    6-9


<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Innovative Technology Acquisition Corporation


We have  audited  the  accompanying  balance  sheets  of  Innovative  Technology
Acquisition  Corporation,  (a development  stage company) as of October 31, 2001
and 2000, and the related  statements of operations,  stockholders'  deficit and
cash flows for the years then ended and for the cumulative  period from February
8, 1996 (inception) through October 31, 2001. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Innovative   Technology
Acquisition Corporation (a development stage company) as of October 31, 2001 and
2000,  and the results of its  operations  and its cash flows for the years then
ended and the  cumulative  period  from  February  8, 1996  (inception)  through
October 31, 2001 in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements  the Company's  dependence on outside  financing,  lack of
existing  commitments  from  lenders to  provide  necessary  financing,  lack of
sufficient working capital,  and losses since inception raise substantial doubts
about its ability to continue as a going concern.  Management's plans concerning
these  matters are also  described in Note 6. The  financial  statements  do not
include any adjustments that might result form the outcome of this uncertainty.





March 11, 2002




                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                                 BALANCE SHEETS


                                                                          October 31,
                                                                  --------------------------
                                                                      2001           2000
                                                                  -----------    -----------
<S>                                                               <C>            <C>

                                     ASSETS

INTANGIBLES (net of accumulated amortization)                     $      --      $      --
                                                                  ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Loans payable - stockholder                                    $   120,400    $   120,400
   Note payable - affiliate                                           100,000        100,000
   Due to stockholders                                                194,997         64,949
   Accrued interest                                                   112,909         91,949
   Other accrued expenses                                              30,565         30,565
                                                                  -----------    -----------
           Total current liabilities                                  558,871        407,863





LONG TERM LIABILITIES:
   Other                                                                5,830          5,830
                                                                  -----------    -----------
           Total liabilities                                          564,701        413,693
                                                                  -----------    -----------

STOCKHOLDERS' DEFICIT:
   Common stock, $0.01 par value; 100,000,000 shares authorized
     4,804,086 and 4,801,086 shares issued and outstanding at
     October 31, 2001 and 2000, respectively                           48,041         48,011
   Additional paid-in capital                                       1,346,045      1,343,075
   Deficit accumulated during development stage                    (1,958,787)    (1,804,779)
                                                                  -----------    -----------
           Total stockholders' deficit                               (564,701)      (413,693)
                                                                  -----------    -----------
           Total liabilities and stockholders' deficit            $      --      $      --
                                                                  ===========    ===========

</TABLE>






   The accompanying notes are an integral part of these financial statements.

                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                            STATEMENTS OF OPERATIONS




                                                                  For the year ended           Cumulative from
                                                                      October 31,              February 8, 1996
                                                         --------------------------------    (inception) through
                                                                2001              2000         October 31, 2001
                                                         --------------    --------------    -------------------
<S>                                                      <C>               <C>               <C>

REVENUE                                                  $         --      $         --        $         --
                                                         --------------    --------------      --------------

GENERAL AND ADMINISTRATIVE:
   Administrative                                                 3,000              --                 3,000
   Development costs                                               --                --               657,822
   Professional fees                                              6,585            12,236             172,805
   Promotion                                                       --                --                41,176
   Consulting                                                   123,000              --               182,250
   Amortization of intangibles                                     --                --               750,000
   Other                                                            463             6,711              43,390
                                                         --------------    --------------      --------------
           Total general and administrative expenses            133,048            18,947           1,850,443
                                                         --------------    --------------      --------------

OTHER INCOME (EXPENSE)
   Interest expense                                             (20,960)          (20,960)           (112,909)
   Other income                                                    --                --                 4,565
                                                         --------------    --------------      --------------
           Total other income (expense)                         (20,960)          (20,960)           (108,344)

Net loss                                                 $     (154,008)   $      (39,907)     $   (1,958,787)
                                                         ==============    ==============      ==============


Loss per share                                           $        (0.03)   $        (0.01)
                                                         --------------    --------------

Weighted average number of shares outstanding                 4,802,586         4,801,086
                                                         ==============    ==============

</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                       STATEMENTS OF STOCKHOLDERS' DEFICIT


                                                                                          Deficit
                                                                                        Accumulated
                                                  Common Stock            Additional    During the
                                           --------------------------      Paid-In      Development       Total
                                             Shares         Amount         Capital         Stage         Deficit
                                           -----------    -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>            <C>
Initial capitalization for cash,
   at $0.02 per share                        4,500,000    $    45,000    $    45,000    $      --      $    90,000
Common stock issued to
   acquire distribution license
   at $1.00 per share                          500,000          5,000        495,000           --          500,000
Net loss, nine months ended
   October, 11, 1996                              --             --             --         (106,497)      (106,497)
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 1996                  5,000,000         50,000        540,000       (106,497)       483,503
Net loss                                          --             --             --          (70,904)       (70,904)
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 1997                  5,000,000         50,000        540,000       (177,401)       412,599
Common stock issued for cash,
   at $1.00 per share                          151,500          1,515        149,985           --          151,500
Less: subscription receivable for
   shares issued                                  --           (1,515)      (149,985)          --         (151,500)
Net loss                                          --             --             --         (116,022)      (116,022)
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 1998 as
   previously reported                       5,151,000         50,000        540,000       (293,423)       296,577
Adjustment in connection with
   agreement that was not consummated       (1,000,000)       (10,000)        10,000           --             --
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 1998, as restated     4,151,500         40,000        550,000       (293,423)       296,577
Common stock issued at $1.00
   per share                                   649,586          6,496        643,090           --          649,586
Collection of subscription receivable             --            1,515        149,985           --          151,500
Net loss                                          --             --             --       (1,471,449)    (1,471,449)
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 1999                  4,801,086         48,011      1,343,075     (1,764,872)      (373,786)
Net loss                                          --             --             --          (39,907)       (39,907)
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 2000                  4,801,086         48,011      1,343,075     (1,804,779)      (413,693)
Common stock issued for services at
   $1.00 per share                               3,000             30          2,970           --            3,000
Net loss                                          --             --             --         (154,008)      (154,008)
                                           -----------    -----------    -----------    -----------    -----------
Balance at October 31, 2001                  4,804,086    $    48,041    $ 1,346,045    $(1,958,787)   $  (564,701)
                                           ===========    ===========    ===========    ===========    ===========

</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>
<TABLE>
<CAPTION>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                            STATEMENTS OF CASH FLOWS




                                                         For the year ended           Cumulative from
                                                             October 31,              February 8, 1996
                                               ----------------------------------   (inception) through
                                                       2001               2000        October 31, 2001
                                               ---------------    ---------------     ----------------
<S>                                            <C>                <C>                 <C>
Operating activities:
   Net loss                                    $      (154,008)   $       (39,907)    $    (1,958,787)
   Adjustments to reconcile net loss to
      Net cash used in operating activities:
   Amortization                                           --                 --               750,000
   Development costs                                      --                 --               649,586
Changes in assets and liabilities:
   Increase in accrued interest                         20,960             20,960             112,909
   Decrease in subscription receivables                   --                 --               151,500
   Increase in other accrued expenses                     --                 --                30,565
                                               ---------------    ---------------     ---------------
Net cash used in operating activities                 (133,048)           (18,947)           (264,227)

Cash flows from investing activities:
   Acquisition of distribution license                    --                 --              (750,000)
                                               ---------------    ---------------     ---------------
Net cash used in investing activities                     --                 --              (750,000)
Cash flows from financing activities:
   Loans and advances - shareholders                   130,048             13,117             315,397
   Increase in notes payable - other                      --                5,830             105,830
   Proceeds from sales of common stock                   3,000               --               593,000
                                               ---------------    ---------------     ---------------
Net cash provided by financing activities              133,048             18,947           1,014,227

Net increase (decrease) in cash                           --                 --                  --
Cash at beginning of the year                             --                 --                  --
                                               ---------------    ---------------     ---------------
Cash at the end of the year                    $          --      $          --       $          --
                                               ===============    ===============     ===============

</TABLE>

Supplemental disclosures of non-cash financing activities:
   In November  1998, the Company issued 649,586 shares of common stock at $1.00
   per share to reimburse an affiliated company for costs incurred in developing
   a product.
   In May 2001,  the Company  issued  3,000  shares of common stock at $1.00 per
   share to pay a consultant  for  services  related to the  maintenance  of the
   Company's website.





   The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                          NOTES TO FINANCIAL STATEMENTS


NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNT POLICIES


    Organization and Business Activity
    ----------------------------------

         Innovative  Technology  Acquisition  Corporation,   formerly  known  as
         Virilite Neutracutical  Corporation (the "Company") was incorporated in
         the state of Delaware in February  1996. It was formed with the purpose
         of developing a sophisticated  line of  nutraceutical,  functional food
         and beverage  products,  using a proprietary  formula,  which  utilized
         LIBIDO as a base component.  In February 1996, the Company acquired the
         exclusive  distribution  rights to LIBIDO  for the  United  States  and
         Mexico. Because of prior registration of the name LIBIDO as a trademark
         for an  unrelated  product,  and other  marketing  considerations,  the
         Company refers to the component as VIRILITE (Note 4).

         The  Company is  considered  to be in the  development  stage,  and the
         accompanying  financial  statements,  represent  those of a development
         stage enterprise.

    Use of Estimates
    ----------------

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions   that  affect  the  reported  amount  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial statements and the reported amount of revenue and
         expenses during the reporting period.  Actual results could differ from
         those estimates.

    Intangibles
    -----------

         Intangible assets consist of a distribution  license,  which is carried
         at cost less accumulated amortization.

    Net Loss Per Common Share
    -------------------------

         The Company  applies SFAS No. 128,  Earnings Per Share.  In  accordance
         with SFAS No. 128,  basic net loss per share has been computed based on
         the weighted  average of common shares  outstanding  during the period.
         Diluted  earnings  per share  include  the  effects of any  outstanding
         financial instruments that may be converted into common stock. SFAS No.
         128 provides  guidance to  calculate  the  equivalent  number of common
         shares that would be likely  issued in the event the holder would elect
         to convert the financial  instrument  into common  shares.  As per SFAS
         No.128,  there were no common stock equivalents at October 31, 2001 and
         2000.





                                      -6-
<PAGE>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (CONTINUED)

    Income Taxes
    ------------

         The Company  accounts for income taxes  pursuant to the  provisions  of
         FASB No. 109 "Accounting for Income Taxes", which requires, among other
         things, a liability approach to calculating  deferred income taxes. The
         asset and liability  approach  requires the recognition of deferred tax
         liabilities  and assets for the  expected  future tax  consequences  of
         temporary differences between the carrying amounts and the tax bases of
         assets and  liabilities.  The Company has had  operating  losses  since
         inception   and   accordingly   has  not  provided  for  income  taxes.
         Realization  of  the  benefits   related  to  the  net  operating  loss
         carryforward  may be  limited  in any one year due to IRS Code  Section
         382, change of ownership rules.

    New Accounting Pronouncements
    -----------------------------

         SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
         Activities",   establishes   accounting  and  reporting  standards  for
         derivative instruments and for hedging activities.  It requires that an
         entity recognize all derivatives as either assets or liabilities in the
         statement of financial  position and measure those  instruments at fair
         value.  The Statement  applies to all entities and is effective for all
         fiscal  quarters of the fiscal years beginning after June 15, 2000. The
         Company did not engage in derivative  instruments or hedging activities
         in any periods presented in the financial statements.


NOTE 2-LOAN PAYABLE-STOCKHOLDER

         The loan,  which was incurred in connection  with the  acquisition of a
         distribution license from a corporate  stockholder in August 1996 (Note
         4) had an original  due date of August 28, 1998.  During 1998,  the due
         date of the loan was extended  until August 28, 2001. In 2001,  the due
         date of the loan was  extended  to  August  28,  2002.  The loan  bears
         interest at prime plus 1% (or 8.25%). There are no installment payments
         due  under  the  terms of the  agreement.  Principal  plus all  accrued
         interest is due on August 28, 2001.  During  2001,  the due date of the
         loan was extended  until August 28, 2002.  Accrued  interest at October
         31, 2001 and 2000,  in  connection  with this loan,  was  approximately
         $59,800 and $49,900, respectively.


NOTE 3-NOTE PAYABLE-AFFILIATE

         Note payable affiliate had an original due date of May 24, 1998. During
         1998,  the due date of the loan was  extended  until May 24,  2001.  In
         2001,  the due date  was  extended  to May 24,  2002.  The  note  bears
         interest at 1% over prime (or 8.25%). There are no installment payments
         due  under  the  terms of the  agreement.  Principal  plus all  accrued
         interest is due on May 24, 2002.  Accrued  interest at October 31, 2001
         and 2000, in connection with this loan, was  approximately  $49,750 and
         $41,500 respectively.


NOTE 4-RELATED PARTY TRANSACTIONS

    Distribution License
    --------------------

         In February  1996,  the Company  acquired  the  exclusive  distribution
         rights,  in the United  States and Mexico,  to Libido,  from one of its
         stockholders.  For marketing purposes and due to the prior registration
         of the name Libido as a trademark for an unrelated product, the Company
         refers to Libido as "VIRILITE".



                                      -7-
<PAGE>

                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 4-RELATED PARTY TRANSACTIONS (CONTINUED)

    Distribution License (continued)
    --------------------------------

         VIRILITE  is the  base  component  of the  line of  nutraceutical  food
         products the Company plans to develop and market.

         The distribution license,  which expires on December 31, 2014 (Note 1),
         was  purchased  from  one of the  Company's  shareholders  for a  total
         consideration  of  $750,000;  in the form of  $50,000  cash,  a note of
         $200,000  (Note 2) maturing  on August 28, 2002 with  interest at prime
         plus 1% and  500,000  shares of the  Company's  stock  valued at $1 per
         share.

    Development Costs
    -----------------

         The Company,  through a subsidiary of its major  stockholder,  plans to
         commence  development  of a product in the form of an energy bar, which
         will be used for test  marketing  purposes.  Through  October 31, 1998,
         development   costs  incurred  totaled   approximately   $657,822.   No
         production has taken place as of October 31, 2001.

    Consulting Fees
    ---------------

         In 2001, the Company  expended  $120,000 in consulting fees relating to
         the interaction with investment bankers,  acquisition due diligence and
         registration of the Company as a reporting over-the counter entity. The
         fees are payable to Gemini Integrated Financial Services, the Company's
         major stockholder.


NOTE 5-INCOME TAXES

         At October 31, 2001, the Company had a net operating loss  carryforward
         of approximately  $1,959,000 that expires through 2013. In the event of
         a change in ownership,  the utilization of the NOL carryforward will be
         subject to limitation under certain  provisions of the Internal Revenue
         Code. The Company has a deferred tax asset of approximately $737,000 as
         a result of a net  operating  loss  carryforward,  which is offset by a
         valuation allowance of the same amount due to the uncertainties  behind
         its realization.


NOTE 6-GOING CONCERN CONSIDERATION

         The accompanying  financial  statements have been prepared assuming the
         Company  will  continue  as a going  concern.  The basis of  accounting
         contemplates  the recovery of the Company's assets and the satisfaction
         of its liabilities in the normal course of operations. Since inception,
         the  Company  has been  involved in the  acquisition  of the  exclusive
         distribution  rights to LIBIDO for the United  States and  Mexico,  the
         prior  registration of the trademark and the performance of preliminary
         marketing  promotional  activities.  The Company's  ultimate ability to
         attain profitable  operations is dependent upon its main  stockholders'
         providing additional financing to complete its development  activities,
         and to achieve a level of sales to support its cost structure.  Through
         October 31, 2001, the Company  suffered losses  totaling  approximately
         $1,959,000,  which raises substantial doubt about the Company's ability
         to continue as a going concern.



                                      -8-
<PAGE>


                  INNOVATIVE TECHNOLOGY ACQUISTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)


                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 7-SUBSEQUENT EVENTS


         The Company  issued  50,000 shares of common stock on December 31, 2001
         in payment of consulting services.











                                      -9-