U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB


(Mark One)

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                For the quarterly period ended September 30, 2002

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from __________________ to ______________

Commission file number: 1-14219

                           Integrated Technology Group
-------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

        Nevada                                          87-0583192
-------------------------------------------------------------------------------
(State or other jurisdiction of         (IRS Employer Identification No.)
incorporation or organization)

301 West Main, Suite 500, Ardmore, Oklahoma                     73401
-------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)

                                 (580) 226-0511
-------------------------------------------------------------------------------
                         (Registrant's telephone number)

-------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
         report)

         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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of October 1, 2002: 11,243,353















<PAGE>

                              PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.

                  INTEGRATED TECHNOLOGY GROUP AND SUBSIDIARIES
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                            September 30,              December 31,
                                                                2002                       2001
                                                          -----------------         -----------------
                                                             (Unaudited)                 (Audited)

ASSETS

Current assets
<S>                                                       <C>                       <C>
   Cash and cash equivalents                              $           8,734         $          18,905
   Accounts receivable, net allowance of $40,219                    362,056                   636,460
   Prepaid expenses                                                 112,481                    77,864
   Deposits                                                          53,500                    38,500
   Deferred taxes                                                    16,690                    16,690
                                                            ---------------           ---------------

   Total current assets                                             553,461                   788,419
                                                            ---------------           ---------------

Property, plant and equipment
   Land                                                             467,040                   467,040
   Buildings and improvements                                     2,552,296                 2,562,146
   Transportation equipment                                       7,761,551                 7,744,122
   Plant equipment                                               13,111,636                12,953,496
                                                            ---------------           ---------------

                                                                 23,892,523                23,726,804
   Less accumulated depreciation                                (20,663,080)              (19,752,063)
                                                            ---------------           ---------------

   Net property, plant and equipment                              3,229,443                 3,974,741
                                                            ---------------           ---------------

Other assets
   Long-term advances - related parties                             785,707                   716,090
   Deferred taxes                                                 4,151,156                 4,477,736
                                                            ---------------           ---------------

                                                                  4,936,863                 5,193,826
                                                            ---------------           ---------------

                                                          $       8,719,767         $       9,956,986
                                                            ===============           ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Current maturities of long-term debt                   $       2,819,408                 2,519,408
   Accounts payable - related party                               1,570,200                 1,455,200
   Accounts payable                                                 948,931                   944,293
   Accrued interest                                                 651,152                   463,030
   Other current liabilities and accrued expenses                   298,653                   167,426
                                                            ---------------           ---------------

   Total current liabilities                                      6,288,344                 5,549,357

Long-term debt, less current installments                             7,120                    10,515

Stockholders' equity:
   Common stock, $0.001 par value; 20,000,000 shares
     authorized, 11,243,353 and 11,225,000 issued and
     outstanding, respectively                                       11,243                    11,225
   Preferred stock, $0.10 cumulative dividend, $0.01
     par value; 10,000,000 shares authorized, 9,535,000
     issued and outstanding                                          95,350                    95,350
   Additional paid-in capital                                    15,556,253                15,506,271
   Accumulated deficit                                          (13,238,543)              (11,215,732)
                                                            ---------------           ---------------

   Total stockholders' equity                                     2,424,303                 4,397,114
                                                            ---------------           ---------------

                                                          $       8,719,767         $       9,956,986
                                                            ===============           ===============
</TABLE>


The accompanying notes are an integral part of these financial statements
                                       1
<PAGE>


                  INTEGRATED TECHNOLOGY GROUP AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>


                                        Three Months Ended                       Nine Months Ended
                                            September 30,                            September 30,
                                    ------------------------------         -------------------------------
                                       2002               2001                 2002               2001
                                    -------------    -------------         -------------     -------------
Revenues
<S>                                 <C>              <C>                   <C>               <C>
     Tire processing revenue        $   1,390,957    $   2,073,849         $   4,243,886     $   5,726,055
     Other revenue                        222,423          348,102               896,875           878,697
                                      -----------      -----------           -----------       -----------

     Total revenues                     1,613,380        2,421,951             5,140,761         6,604,752
                                      -----------      -----------           -----------       -----------

Operating expenses
     Facility                             617,558          785,687             1,752,577         2,111,936
     Transportation                       737,716        1,082,059             2,558,742         2,920,205
     General and administrative           347,026          522,180             1,329,887         1,715,193
     Depreciation                         267,620          340,181               911,717         1,013,858
                                      -----------      -----------           -----------       -----------

     Total operating expenses           1,969,920        2,730,107             6,552,923         7,761,192
                                      -----------      -----------           -----------       -----------

     Operating loss                      (356,540)        (308,156)           (1,412,162)       (1,156,440)

Other income (expenses)
     Interest expense                     (94,312)        (157,617)             (287,378)         (414,255)
     Other                                    968               96                 3,309               721
                                      -----------      -----------           -----------       -----------

     Loss before income taxes            (449,884)        (465,677)           (1,696,231)       (1,569,974)

     Income tax expense                  (108,860)               -              (326,580)                -
                                      ------------     -----------           -----------       -----------

     Net loss                       $    (558,744)   $    (465,677)        $  (2,022,811)    $  (1,569,974)
                                      ============     ===========          ============        ==========

     Net loss per share
       Basic and diluted            $     (0.05)     $      (0.04)         $      (0.18)     $      (0.14)
                                      ===========      ============         ===========       ===========

     Weighted average shares
       outstanding
     Basic and diluted                 11,243,353       11,225,000            11,242,344        11,213,645
                                      ===========      ===========           ===========      ============
</TABLE>



   The accompanying notes are an integral part of these financial statements
                                        2
<PAGE>


                  INTEGRATED TECHNOLOGY GROUP and SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         Nine Months Ended
                                                                                          September 30,
                                                                                      ----------------------
                                                                                        2002            2001
                                                                                  ---------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>              <C>
   Net loss                                                                       $    (2,022,811) $  (1,569,974)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization                                                        911,717      1,013,858
     Deferred income taxes                                                                326,580              -
     Stock issued for consulting services                                                       -        143,700
     Changes to assets and liabilities related to operating activities
     Accounts and other receivables                                                       274,404         25,927
     Prepaid expenses, deposits and other assets                                          (49,617)       (56,635)
     Accounts payable                                                                       4,638       (184,216)
     Other liabilities and accrued expenses                                               319,349        285,600
                                                                                    -------------    -----------

   Net cash used in operating activities                                                 (235,740)      (341,740)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of plant and equipment                                                      (166,419)      (186,385)
   Advances to related party                                                              (69,617)       (67,982)
                                                                                    -------------    -----------

   Net cash used in investing activities                                                 (236,036)      (254,367)
                                                                                    -------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings                                                               300,000              -
   Issuance of common stock                                                                50,000              -
   Advances from related parties                                                          115,000        658,000
   Repayment of long-term debt                                                             (3,395)        (2,889)
                                                                                    -------------    -----------

   Net cash provided by financing activities                                              461,605        655,111
                                                                                    -------------    -----------

NET INCREASE (DECREASE) IN CASH                                                           (10,171)        59,004

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           18,905         30,953
                                                                                    -------------    -----------

                           -                -
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $         8,734  $      89,957
                                                                                    =============    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                                         $        51,683  $      36,446
                                                                                    =============    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements
                                       3
<PAGE>


                           INTEGRATED TECHNOLOGY GROUP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1        BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principals for interim
financial information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulations S-X. They do not include all information and notes required by
generally accepted accounting principals for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended September 30, 2002, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002.

2.       NATURE OF OPERATIONS

Integrated Technologies Group (the "Company") collects and disposes of waste
tires. The process involves converting the whole waste tire into shredded chips
available for sale as a by-product. The Company owns and operates one processing
plant in the state of Oklahoma and four processing plants in the state of Texas.
The Company's significant sources of revenues are from the states of Oklahoma
and Texas for the collecting and shredding of waste tires. The Company's
operations and revenues are impacted by laws and regulations of the states of
Oklahoma and Texas.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the financial
statements of the Company and its subsidiaries. Intercompany balances and
transactions between the Company and its subsidiaries have been eliminated in
consolidation.

Use of Estimates in Preparation of Financial Statements

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 amounts could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid short-term
investments in money market accounts.

Chip Inventory

The Company has approximately 192,000 tons of tire chips on hand at September
30, 2002. As noted above, the Company receives a fee for collecting,
transporting, and shredding waste tires for the states of Oklahoma and Texas. In
order to make the tire chips marketable to end users, the Company processes
waste tires to a size smaller than required by the states. The Company is
currently unable to accurately measure the incremental costs of processing waste
tires below the size required by the states. Therefore, the Company does not
record the tire chips as inventory on its consolidated balance sheet.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated
depreciation. All material property, plant, and equipment additions are
capitalized and depreciated on a straight-line basis over the estimated useful
lives of the assets. Estimated useful lives range from 5 to 30 years. As assets
are disposed of, cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is included in operations.

                                       4
<PAGE>


Income Taxes

The Company provides for income taxes under the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recorded or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

3.       ACQUISITION OF SAFE TIRE BY INTEGRATED TECHNOLOGY GROUP

In July 2000 the Corporation acquired all of the issued and outstanding shares
of Safe Tire Disposal Corp., a Delaware Corporation. In connection with this
acquisition, (i) the Corporation sold the assets of the Company, which consisted
of assets related to the conduct of the Living Card Company, to John F. Lund and
R. Blair Lund in exchange for cancellation of 5,900,000 restricted common shares
of the Company, thus reducing to 2,100,000 the number of common shares
outstanding; (ii) issued 9,000,000 common shares of the registrant, constituting
80.89% of the shares of the registrant's shares outstanding after the close, to
the owners of 100% of the outstanding shares of Safe Tire Disposal Corp., an
Oklahoma corporation, in exchange for all of the issued and outstanding equity
securities; and (iii) issued 25,000 shares to James N. Barber, Trustee in
consideration of legal and finders' fees incurred in connection with the
acquisition.

The original agreement omitted acquisition of the Delaware corporation's
Preferred Stock. There were 9,535,000 shares of Preferred Stock issued and
outstanding and each share of Preferred Stock had one vote. The Delaware
corporation's Preferred Stock was entitled to receive a cumulative dividend of
$0.10 per share each year and had preference upon liquidation equal to $1.00 per
share plus accumulated but unpaid dividends. A sale is not deemed to be a
liquidation. In May 2001, the Company's Articles of Incorporation were amended
and the Preferred Stock of the Delaware corporation exchanged, effective July
2000, for the Preferred Stock of the Company. The Company's Preferred Stock is
identical to that of the Delaware corporation's except that the Company's
Preferred Stock is non-voting and the liquidation preference was increased to
reflect accumulated but unpaid dividends of $0.10 per share. The liquidation
preference is equal to $1.10 for each of the 9,535,000 shares of Preferred
Stock. The Company's Preferred Stock does not treat a sale of the Company as a
liquidation.

As a result of these transactions the only remaining asset of the registrant was
100% of the issued and outstanding common stock of Safe Tire Disposal Corp.

4.       AGREEMENTS

In January 2002, the Company entered into a collaboration agreement with a firm
based in Indonesia specializing in the production of industrial equipment and
machinery to produce a recycling plant that will produce marketable oil, gas,
steel and carbon black. The joint venture has a life of 10 years, unless both
parties agree to an extension.

On February 27, 2002, the Company entered into a Stock Purchase Agreement (the
"Purchase Agreement") with an investment fund ("the Fund"), in connection with a
private equity line financing transaction pursuant to which the Company would
offer and sell to the Fund up to $10,000,000 of the Company's Common Stock over
a period of up to two years. In September the Company abandoned this
transaction.

The Company borrowed $300,000 from the Fund pursuant to a convertible note
agreement, which is secured by 1,300,000 shares of Common Stock pledged by one
of the Company's principal stockholders. The Company also paid a commitment fee
of $100,000 for the equity line of credit. The Company is in negotiations for
the repayment of this obligation.

5.       LITIGATION

The Company is currently seeking to recover $5,000,000 from an investment
company. This amount represents the proceeds the Company should have received
from the sale of its stock by the investment company. The related shares of
common stock have not been issued. The outcome of these proceedings cannot be
reasonably estimated at this time, and as a result, no gain is recorded on the
Company's books at September 30, 2002.

                                       5
<PAGE>


6.       REVIEW BY SECURITIES AND EXCHANGE COMMISSION

In April 2002 the Company filed a registration statement with the Securities and
Exchange ("SEC") on Form SB-2. In connection with the review of that filing, the
SEC has questioned the Company's valuation of deferred tax assets at December
31, 2001 and 2000. The Company has withdrawn the registration statement but
believes that the original accounting for the deferred tax asset is correct as
originally stated.


                                       6
<PAGE>



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

Forward-Looking Information

The Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Form 10-Q contain forward-looking
information. The forward-looking information involves risks and uncertainties
that are based on current expectations, estimates, and projections about the
Company's business, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", and variations of such words and similar expressions are intended
to identify such forward-looking information. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking information due to numerous factors, including, but not limited
to, availability of financing for operations, successful performance of internal
operations, impact of competition and other risks detailed below as well as
those discussed elsewhere in this Form 10-QSB and from time to time in the
Company's Securities and Exchange Commission filings and reports. In addition,
general economic and market conditions and growth rates could affect such
statements.

General

      The Company derives its revenues from two sources. The majority of the
revenue is generated from the tire shredding operations in Texas and Oklahoma.
Other revenue is derived from the sales of the tire chips created by tire
shredding operations. The two major markets the Company has developed are tire
derived fuel sales to cement kilns and civil engineering sales for use in
Subtitle D landfill cell construction.

      The laws of both Texas and Oklahoma require the purchasers of new tires
pay a tire disposal fee. Prior to the beginning of 2000, both Texas and Oklahoma
required that dealers charging this fee forward the fee to state agencies which
would then pay various entities a portion of that fee to dispose of the tires.
The Company derived its revenues by converting the tires to chips approximately
two inches square, and received most of its revenues from the state as
compensation for this conversion.

      The Company has been successful in the marketing of the processed scrap
tire material held in inventory. Since 1990 the Company has collected
approximately 28.1 million tires at its Oklahoma facility and have marketed to
end users 23.7 million tires or 84%. In Texas, since its start up in 1992, the
Company has collected 71.3 million tires and has marketed 54.0 million tires to
end users or 76%. The regulatory agency in Texas, the Texas Natural Resource
Conservation Commission (TNRCC), would only allow end uses that they approved of
for a processor to market scrap tire to that end use. From 1992 to 1994 the
Company collected approximately 26.2 million tires that was held in inventory.
In the summer of 1995 the TNRCC began to approve various markets in the State
and as a result of those approvals the Company, during the period from 1995 to
June 2002, collected 45.0 million tires and has marketed to end users 53.3
million tires or 118%. The inventories at the Texas facilities have been reduced
during this same time period by 9.3 million tires. The remaining inventories at
the Oklahoma and Texas facilities will be used to support the gasification
projects planned for those sites.

      Effective September 1997, the Waste Tire Program in Texas ceased due to a
sunset provision enacted in prior legislation. While dealers still charge a
disposal fee, Texas law now requires the dealers to arrange for the disposal of
their tires. In Texas, accordingly, the Company now markets its services
directly to sellers of new tires. The change permits the Company to receive a
greater portion of the fee from dealers than the portion previously received
from the state.

      The Company is reducing the area in which it operates in Texas to reduce
losses. The Company has determined to close its Cleveland, Texas plant, from
which the Company collects tires from Southeast Texas, and sell the plant. The
Company is also reducing the area from which it collects from tires from South
Texas out of the Company's San Antonio, Texas facility. In addition, the Company
has entered into a long-term contract to supply tire chips to cement kiln. A
related agreement to haul metals for a scrap metal dealer will decrease the
Company's transportation expense in connection with the cement kiln contract.

      While state laws have encouraged the recycling of tires by dealers, the
conversion of tires to chips does not by itself effect the overall disposal of a
used tire. The Company has developed and implemented technology to extract from
the chips oil, carbon black and steel without creating environmentally harmful
byproducts. The Company is seeking funding to expand this technology.

      On February 6, 2001, the Oklahoma Department of Environmental Quality
approved an application for authorization to construct and operate a
gasification system at the Company's Choctaw, Oklahoma facility using recycled
tires. The Company has made similar applications in Texas to construct and
operate these gasification systems using recycled tires at the Company's Odessa,
San Antonio and Midlothian, Texas facilities.


                                       1
<PAGE>


Nine months ended September 30, 2002 compared to the nine months ended September
30, 2001

      The Company's loss for each for the nine months ended September 30, 2002
was $2,022,811 compared to $1,569,974 for the September 30, 2001 period. The
larger loss in 2002 principally reflects declining revenues from tire
processing, revenues which declined to $5,140,761 from $6,604,752 or 22%. The
company experienced some increase in revenues in 2001 from, in management's
opinion, the continuing recall by Ford Motor Company and Firestone of defective
tires, a recall that began in the latter part of 2000 and continued into 2001,
the latter period reflecting more normal levels of tire processing. In
anticipation of a contract to sell tire chips to a large cement kiln, the
Company slowed the sale of tire chips to be able to service that contract, a
contract management believes to be more favorable than similar contracts in the
past. This agreement began to be filled in late third quarter 2002. Further, the
Company is closing its operations in Southeast Texas and scaling back operations
in Central Texas to reduce costs.

      General and administrative costs decrease to $1,329,887 in the 2002 period
from $1,715,193 in the comparable 2001 period or 22%. Further, operating
expenses, excluding general and administrative expenses, declined by $822,963
from $6,045,999 to 5,223,036, or 14%, principally because of reduced facility
and processing costs due to reduced scope of operations in Southeast and Central
Texas.

Liquidity and Capital Resources
      The Company's operations have traditionally been funded from operations
and borrowings from related parties. Investment Bankers, representatives of
which have served on as directors of the Corporation, have also loaned the
Company capital.

      Although related parties have in the past provided operating capital,
related parties are not under a legal obligation to do so in the future.

      By the end of fiscal 1998, Holden Energy Corporation, which is owned by
Harold H. Holden, had loaned to the Company an aggregate of approximately
$9,500,000. At the end of that year, the Safe Tire Disposal Corporation
converted that debt to a voting Preferred Stock which cumulated dividends at a
10% annual rate. In May 2001, but effective upon acquisition of Safe Tire
Disposal Corp. by the Company, this Preferred Stock was converted into 9,535,000
shares of the Company's Preferred Stock. This Preferred Stock is not voting but
has a $0.10 per share cumulative dividend right and contains a liquidation
preference that is equal to $1.10 per share plus accumulated but unpaid
dividends.

      The Company has accrued $2,515,145 as current maturities for long-term
debt as part of a note that matured April, 1998 and for which the Company
initially obtained a forbearance which extended through April 2001. Effective
June 1, 2002, we entered into a forbearance agreement and term loan agreement in
the amount of approximately $3,600,000. These agreements relate to a note that
originally matured in 1998. Generally the forbearance agreement provides that
the holder of the note will not demand payment before September 30, 2002. Also
effective June 2002, we entered into a term note for the same amount which
mature January 1, 2004. Notwithstanding the forgoing, the holder may demand
prepayment in full for the unpaid principal and accrued interest upon 30 days
written notice at any time after December 1, 2002.

      The Company is seeking operating capital and funding for its gasification
plant for which the on February 6, 2001, the Oklahoma Department of
Environmental Quality approved an application for authorization to construct and
operate at the Company's Choctaw, Oklahoma facility using recycled tires. See
Part II, Other Material Events. The Company has moved to create positive cash
flow from operations. The Company has accordingly, refinanced a significant
portion of its trucks, reducing the amount of its monthly expenditures for the
operation of its fleet. It has closed the operation of its Southeast Texas
facility and reduced operating activity out of its Central Texas location in San
Antonio, Texas, actions that were completed late in the third quarter of 2002.
Finally, the Company has entered into an agreement to supply tire chips to a
cement kiln located near the Company's Midlothian, Texas facility on terms that
are more favorable than similar previous agreements. This new agreement also
permits the Company to reduce transportation costs. The Company began servicing
this agreement in September 2002.

      On October 21, 2002, two stockholders, Harold H. Holden and H. Scott
Holden or their affiliates, converted debt totaling $1,236,387 at $0.30 per
share resulting in the issuance of a total of 3,834,624 shares. The purpose of
these transactions was to reduce the debt level of the Company and demands for
the Company's cash. The effect of this transaction would be to reduce the
Company's loss per share by approximately 34% for the nine month period ended
September 30, 2002.

      On February 27, 2002, the Company entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Brighton Opportunity Fund, L.P. ("Brighton"), in
connection with a private equity line financing transaction pursuant to which
the Company shall offer and sell to Brighton up to $10,000,000 of the Company's
Common Stock over a period of up to two years (the "Financing"). This agreement
was abandoned in September 2002.

                                      2
<PAGE>

      Simultaneously with the execution of the Purchase Agreement, we borrowed
$300,000 from Brighton pursuant to a convertible note agreement. The Company is
in negotiation with Brighton for the repayment of this obligation.

Significant Accounting Policies.

      We recognize revenues at different times during the conversion of tires to
chips in Texas and Oklahoma. In Texas, where the customer is the tire dealer, we
recognize revenues when we pick the tire up from the dealer. In Oklahoma, where
the customer is the state, we recognize revenues when the tire has been reduced
to chips.

      We depreciate capitalized assets on a straight line basis, usually over a
five, ten or twenty year period depending on the asset.

      We do not carry any of the tire chip inventory on the balance sheet
because the Company is presently unable to measure accurately incremental costs
of processing waste tires below the size required by the states. We have
maintained approximately 192,000 tons of tire chips over the last several years
and this inventory is not recognized on our balance sheet. When we sell the
inventory, our margin is essentially the sale price less any transportation
cost.


                                       3
<PAGE>


PART  II - OTHER INFORMATION


Item 5. Other Information.

On October 7, 2002, the Company announced it was entering negotiations with
Global Energy Recovery Holding Ltd. to develop gasification projects. As part of
the negotiations Global Energy Recovery will become an equity partner in the
Company's Oklahoma gasification project in Choctaw, Oklahoma. Under the joint
venture, Global energy would arrange the capital resources for the projects
while the Company supplies the technological resources.

On October 21, 2002 the Corporation agreed to issue 3,834,624, 166,667 and
120,000 shares of Common Stock to Harold H. Holden 1985 Trust, the H. Scott
Holden 1993 Trust and Southstar Energy, respectively for the forgiveness and
complete discharge of $1,150,387, $50,000 and $36,000, respectively, of
indebtedness and any related interest. Similarly, the stockholders of the
Company agreed to increase the number of authorized shares of Common Stock from
20,000,000 to 25,000,000.



                                       4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities exchange Act of 1934;
registrant has duly caused this report to be signed on its behalf by the
undersigned.

                                        Integrated Technology Group


Dated: November 14, 2002                /s/ H. Scott Holden
                                        -----------------------------------
                                        H. Scott Holden, President


                                        /s/ C. Sue Rushing
                                        --------------------------------------
                                        C. Sue Rushing, Treasurer, Comptroller
                                        and Principal Financial Officer



                                       5
<PAGE>



                                  CERTIFICATION

I, H. Scott Holden, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Integrated
     Technology Group;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

(b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

(c)  presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

(a)  all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date:  November 14, 2002

                                                     H. Scott Holden

                                                     /s/  H. Scott Holden
                                                     --------------------------
                                                     President
                                       6
<PAGE>



                                  CERTIFICATION

I, C. Susan Rushing, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Integrated
     Technology Group;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

(b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

(c)  presented in this quarterly report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

(a)  all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date:  November 14, 2002

                                                 C. Susan Rushing

                                                /s/  C. Susan Rushing
                                                ---------------------------
                                                Principal Financial Officer

                                       7