Form 10-KSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
(Mark One)
[X] Annual  report under section 13 or 15(d) of the  Securities  Exchange Act of
1934 For the fiscal year ended December 31, 1998. 
[ ] Transition  report pursuant  section 13 or 15(d) of the Securities  Exchange
Act of 1934
For the transition period from ...................to..................
Commission file number: 0-23687

                           I Tech Holdings Group, Inc.
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)

           Colorado                                               84-1379282
           --------                                               ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

1620 York Street, Denver, Colorado                                   80206
----------------------------------                                   -----
(Address of principal executive offices)                           (Zip Code)

Issuer's telephone number, (303) 436-1847

                                      NONE
              (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:

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [X] 
State issuer's revenues for its most recent fiscal year: $500.00
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.) $65,000.
Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.


<PAGE>



(Issuers involved in bankruptcy proceeding during the past five years)
Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section  12,13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ] NOT APPLICABLE

(Applicable only to corporate registrants)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,080,000.

Documents incorporated by reference
If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (check one):Yes.[X]; No...

     In accordance with paragraph H of the General  Instructions  the registrant
has elected to provide the information set forth under "Information  Required in
Annual Report of Transitional Small Business Issuers."

                                     PART I

                                 Alternative 1.

     The Company has elected to furnish the information required by Questions 1,
3, 4, 11, 14- 20, 28-43, 45, and 47-50 of Model A of Form 1-A, as follows:

                                   THE COMPANY

1. Exact corporate name: I-Tech Holdings Group, Inc.
   State and date of incorporation: Colorado - December 6, 1994.
   Street address of principal office: 1620 York Street, Denver, Colorado 80206
   Company Telephone Number: 303-436-1847      Fiscal Year: December 31
   Person(s) to contact at Company: Clark Burch
   Telephone Number (if different from above:) N/A


                            BUSINESS AND PROPERTIES/

3. With respect to the business of the Company and its properties:

     (a)  Describe in detail what  business the Company does and proposes to do,
including what products or goods are or will be produced or services that are or
will be rendered.


<PAGE>


     With the emergence of the  popularity of the Internet,  many  companies are
now placing  information about their business of Internet sites.  Developing and
establishing  an Internet  location and the  techniques  necessary to design and
complete the electronic  signals and  accompanying  graphics is a  sophisticated
process and needs the skills of a person experienced in computers,  electronics,
graphics,  and motion video.  As a result,  those persons who have devoted their
skills to this new profession, are termed "webmasters."

     The  principals of the Company each have had more than 10 years  experience
in computer  programing and in film and video production which gives the Company
the  foundation  of the  Company's  enterprise.  The  Company  is engaged in the
business of producing,  on a contract basis,  customized  Internet  websites and
pages for its  clients.  In  furtherance  of the  business  plan the Company has
established a web site as its initial marketing thrust.  The Company's  internet
web  site  may be  found on "www.  bwn.net/i-tech"  The  Company  also  attracts
prospective  clients through word of mouth, and using their respective  business
contacts  in the  Denver,  Colorado  area.  The  Company's  e-mail  address  is:
"itechdenver@yahoo.com"

     The establishment of a web site on the Internet is a two-step sequence. The
first  step is to  design  and  produce  the  pages  necessary  to appear on the
Internet.  This involves a combination of text and graphics,  as well as "links"
to each  successive  page appearing  after the initial or cover page. The second
step is to insert the pages of the product to actually appear on internet,  most
generally on the world-wide web,  commonly know as "www." In order for the pages
to appear on the web, enabling viewers to see them, the company must establish a
stand-alone computer containing the web pages, or, in the alternative,  engage a
"host" which will establish the pages for the customer on a contract basis.  The
Company does not act as a "host" for the web pages. There are literally hundreds
of web hosts  operating  around  the  world.  A list of such  hosts are  readily
available on the world-wide web.

     In general,  at this time, most of the companies in the Denver metropolitan
area and in the  state of  Colorado,  offering  web site  design  are  small and
comprised of one or two  individuals.  There are many sole  practitioners in the
business  of web  site  design.  This is not to say  that  these  companies  and
individuals are not extremely competent and offer a good deal of competition for
the  Company.  It is the goal of the Company to become one of the best,  but not
necessarily the largest, web designers in Colorado.

     The Company initially raised only a small amount of operating capital.  The
Company  registered  its common shares under the  provisions  of the  Securities
Exchange  Act of 1934 to  provide  a central  source  where  information  on the
activities of the Company may be obtained by the general public.  Except for the
shares owned by affiliates of the Company,  the common shares of the Company are
freely tradeable having been issued under the exemption to registration provided
by Regulation D, Rule 504 of the Securities Act of 1933, as amended.  The common
shares of the  Company  are not  currently  trading on any  exchange  or trading
medium.  The Company has no plans at the date of this report to trade the common
shares of the Company as soon as practical  and as soon as a  legitimate  market
develops.


<PAGE>



     The Company is currently  designing  websites for its clients utilizing the
graphics arts programs of MS Publisher,  Word Perfect, and MS Word. The websites
design and execution also uses clipart  programs of ClickArt,  The Instant Image
Resource.

     The Company may attempt to raise additional working capital, when required,
in one or more of various means  including but not  necessarily  limited to debt
instruments,  convertible  debentures,  equities and joint venture  enterprises.
However,  there is no assurance  whatsoever  that such  working  capital will be
needed or available  to the Company in any of the above  various  forms,  and if
available that the provisions of the capital will be attractive to the Company.

     (b) Describe how these  products or services are to be produced or rendered
and how and when the Company intends to carry out its activities. If the Company
plans  to offer a new  product(s),  state  the  present  stage  of  development,
including  whether or not a working  prototype(s)  is in existence.  Indicate if
completion of development of the product would require a material  amount of the
resources  of the Company,  and the  estimated  amount.  If the Company is or is
expected to be dependent upon one or a limited number of suppliers for essential
raw  materials,  energy or other items,  describe.  Describe any major  existing
supply contracts.

     The Company produces its website products on computers. The Company owns no
computer  equipment and will  necessarily  depend upon  utilization of equipment
owned by the  principals of the Company who have agreed to allow the use of such
computers  at a modest  rental fee of $50.00 per month for two  state-of-the-art
computers capable of producing programing for Internet websites,  such fee being
predicated only if revenues of the Company permit. At present,  the Company uses
one (1) P-2,233, MMX, 64RAM, 512 Cache, Zipdrive, 4.3gig hddrive, CDRom; and one
(1) O- 120,32RAM, 256 Cache, 3.5 F.Drive, 1.3 hddrive, CDRom.

     (c)  Describe  the  industry  in which the Company is selling or expects to
sell its products or services  and,  where  applicable,  any  recognized  trends
within that industry. Describe that part of the industry and the geographic area
in which the business competes or will compete.

     Indicate whether competition is or is expected to be by price,  service, or
other  basis.  Indicate  (by  attached  table if  appropriate)  the  current  or
anticipated  prices or price ranges for the Company's  products or services,  or
the formula for determining  prices,  and how these prices compare with those of
competitors' products or services,  including a description of any variations in
product or service features. Name the principal competitors that the Company has
or expects to have in its area of  competition.  Indicate the relative  size and
financial  and market  strengths  of the  Company's  competitors  in the area of
competition in which the Company is or will be operating.  State why the Company
believes it can  effectively  compete with these and other companies in its area
of competition.

     Creating websites for clients is a highly personalized  business.  Most any
business can use a website for various reasons: education, sales, marketing, and
simply  informational  purposes.  The company has not  designated  any  specific
industry or business  segment as its sales thrust,  believing that a wider range
of prospects would generate the largest amount of business.  The Company has not
projected  any  definite  revenues  for the  Company  based  upon  its  business



<PAGE>


activities of designing and establishing Internet sites for clients. The Company
charges  approximately  $1,000 plus $200 per page as the initial  charge for the
design  and  preparation  of the  pages  for a web site.  In  addition  to these
charges, specific and specialized art work and graphics will carry an additional
charge the amount of which will be determined by the costs of artists  supplying
such graphics on a contractual  basis.  The Company  believes it can complete in
the website  designing  business  because of the  intrinsic  value of the design
abilities  of its  officers  and  directors.  The  Company's  own  website  is a
practical example of the Company's work product.

     (d) Describe specifically the marketing strategies the Company is employing
or will employ in  penetrating  its market or in  developing  a new market.  Set
forth in response to Question 4 below the timing and size of the results of this
effort  which  will be  necessary  in order for the  Company  to be  profitable.
Indicate how and by whom its products or services are or will be marketed  (such
as by advertising,  personal  contact by sales  representatives,  etc.), how its
marketing  structure  operates or will  operate  and the basis of its  marketing
approach,  including any market studies. Name any customers that account for, or
based upon existing orders will account for a major portion (20% or more) of the
Company's sales. Describe any major existing sales contracts.

     The Company is currently  relying  solely on the  marketing  efforts of its
officers and directors and the presence of its website on the internet.

     (e) State the backlog of written firm orders for products  and/or  services
as of a recent date (within the last 90 days) and compare it with the backlog of
a year ago from that date:

            As of: __012__/ __01_/__98__          $____-0-_______
                     (a recent date)

            As of: __012__/___01_/__97__          $____-0-_______
                     (one year earlier)

     Explain the reason for significant  variations between the two figures,  if
     any.  Indicate what types and amounts of orders are included in the backlog
     figures.  State the size of  typical  orders.  If the  Company's  sales are
     seasonal or cyclical, explain.

     The Company has not yet set its major  marketing  effort in place,  that of
advertising  and  developing  a marketing  plan.  The Company  believes its main
source of clients might well be in the areas of specialized  websites  utilizing
motion videos which the current officers and directors are skilled in doing. Mr.
Clark Burch,  the Secretary of the Company is an experienced  motion picture and
video writer-producer-director and his talents as such might be unusually suited
to provide an impact in the  production  of websites  which  normally  would not
occur/

     (f) State the number of the  Company's  recent  employees and the number of
employees it anticipates it will have within the next 12 months.  Also, indicate
the number of type of  employee  (i.e.,  clerical,  operations,  administrative,
etc.) The Company will use, whether or not any of them are subject to collective
bargaining  agreements,  and the expiration date(s) of any collective bargaining
agreement(s). If the Company's employees are on strike, or have been in the past



<PAGE>


three years,  or are threatening to strike,  describe the dispute.  Indicate any
supplemental  benefits or  incentive  arrangements  the Company has or will have
with its employees.

     The only  employees  of the  Company  at this  time are its  President  and
Secretary.  The Company has made no determination about additional employees. If
the  revenues  of the  Company  are  obtained  through  its sales,  the  Company
estimates  that it may need to hire up to three  staff  employees  in a clerical
jobs.   Additionally,   the  Company  may  employ   contract  sales  persons  or
organizations on a commission basis to assist in its marketing.

     (g) Describe generally the principal properties (such as real estate, plant
and  equipment,  patents,  etc.) That the  Company  owns,  indicating  also what
properties  it leases and a summary of the terms under those  leases,  including
the amount of payments,  expiration  dates and the terms of any renewal options.
Indicate what properties the Company intends to acquire in the immediate future,
the cost of such  acquisitions and the sources of financing it expects to use in
obtaining these properties, whether by purchase, lease or otherwise.

     The Company owns no properties and does not  contemplate any such ownership
in the near future.

     (h) Indicate  the extent to which the  Company's  operations  depend or are
expected to depend upon patents,  copyrights,  trade secrets,  know-how or other
proprietary  information  and the steps  undertaken  to secure and protect  this
intellectual  property,   including  any  use  of  confidentiality   agreements,
covenants-not-to-compete  and  the  like.  Summarize  the  principal  terms  and
expiration  dates of any significant  license  agreements.  Indicate the amounts
expended by the  Company for  research  and  development  during the last fiscal
year, the amount  expected to be spent this year and what percentage of revenues
research and development expenditures were for the last fiscal year.

     The  Company  does not depend on patents,  copyrights,  trade  secrets,  or
proprietary  know-how.   The  Company  anticipates  that  some  of  its  website
production and other  materials  will be  copyrighted.  The Company  expended no
monies for research and development in previous years.

     (i) If the  Company's  business,  products,  or  properties  are subject to
material regulation (including  environmental  regulation) by federal, state, or
local  governmental  agencies,  indicate the nature and extent of regulation and
its effects or potential effects upon the Company.

     The  Company is not  subject to  governmental  regulation  in its  internet
publishing efforts other than local state and municipal sales tax licenses.

     (j) State the names of any  subsidiaries  of the  Company,  their  business
purposes  and  ownership,  and  indicate  which are  included  in the  Financial
Statements attached hereto. If not included, or if included by not consolidated,
please explain.

     NONE

     (k)  Summarize  the  material  events  in the  development  of the  Company
(including any material mergers or acquisitions) during  the past five years, or


<PAGE>



for  whatever  lesser  period the  Company  has been in  existence.  Discuss any
pending or anticipated mergers, acquisitions, spin-offs or recapitalizations. If
the  Company  has  recently   undergone  a  stock  split,   stock   dividend  or
recapitalization  in  anticipation  of  this  offering,   describe  (and  adjust
historical per share figures elsewhere in this Offering  Circular  accordingly).
The Company is unable to ascertain  what this last sentence means as this is not
an offering. Shares have already been sold.

     The  Company  continues  to be  substantially  a  start-up  company  which,
although  having been  incorporated  in 1994, has had no operations to this date
other than the preparatory  efforts by its officers and directors in the work of
identifying  its  markets,  producing a website for a client,  and  gathering of
information preliminary to designing its advertising campaigns.

     In December of 1998,  the  directors  of the Company  deemed it in the best
interests of the Company to issue 150,000 shares of its Series 2 preferred stock
in exchange for  cancellation  of  18,300,000  shares of its common  stock.  The
preferences  of the of the Series 2 common  stock are the same as the  preferred
stock then issued and outstanding.

4.
     (a)If the Company was not  profitable  during its last  fiscal  year,  list
below in  chronological  order the events which in management's  opinion must or
should occur or the milestones which in management's opinion the Company must or
should  reach in order for the Company to become  profitable,  and  indicate the
expected  manner of occurrence or the expected  method by which the Company will
achieve the milestones.

--------------------------------------------------------------------------------
                                                          Date or number of 
                                                          months after receipt
                          Expected manner of occurrence   of proceeds when 
Event of Milestone        or method of achievement        should be accomplished
--------------------------------------------------------------------------------

Continued development           Officers' efforts               3 months
of design techniques

Preparation of advertising      Officers' efforts               2 months

     (b) State the probable  consequences  to the Company of delays in achieving
each  of  the  events  or  milestones  within  the  above  time  schedule,   and
particularly  the effect of any delays upon the  Company's  liquidity in view of
the Company's then anticipated level of operating costs. (See Question No. 11)

     If the Company is unable to meet its deadline in the accomplishments of the
above milestones, the Company may be faced with the raising of additional equity
funds to  continue  its  business  plan.  In this  case  there  is no  assurance
whatsoever that the Company will have these funds available. If not, the Company
may not be able to continue its operation.


<PAGE>



11.  Indicate  whether the Company is having or  anticipates  having  within the
next 12 months any cash flow or  liquidity  problems and whether or not it is in
default or in breach of any note, loan, lease or other indebtedness or financing
arrangement  requiring the Company to make  payments.  Indicate if a significant
amount of the  Company's  trade  payables  have not been paid  within the stated
trade term.  State whether the Company is subject to any unsatisfied  judgments,
liens or settlement obligations and the amounts thereof.  Indicate the Company's
plans to resolve any such problems.

     The Company has no debt and no judgements pending or otherwise.

                    DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS

28.  If the  Company  has  within  the last  five  years  paid  dividends,  made
distributions  upon its stock or redeemed any  securities,  explain how much and
when:

     NONE

                    OFFICERS AND KEY PERSONNEL OF THE COMPANY

29.  Chief Executive Officer:                       Title: President
     Name: Gerald H. Trumbule                       Age: 56
     Office Street Address: 1620 York St.           Telephone No: 303-436-1847
                            Denver, CO 80206

     GERALD H.  TRUMBULE,  Ph.D.  has been the  President  of the Company  since
January  2,  1997.  Since  1979,  Dr.  Trumbule  has been and  currently  is the
President of The Education Centers of Colorado, a private company which supplies
corporate  computer  training  and  support.  Dr.  Trumbule  was the founder and
director  of the  Western  States  Film  Institute  and  has  directed  over  50
commercials and  documentaries  in film and video. Dr. Trumbule was formerly the
founder  and  director  of  Sebastian  House,  Inc.,  a  non-profit  educational
corporation;  Assistant Professor of Psychology, University of Toronto, Ontario;
Fellow,  Institute of Neurological  Sciences,  University of  Pennsylvania;  and
Research  Assistant,  Walter  Reed Army  Institute  of  Research  and NASA Space
Research  Laboratory,  College Park,  MD. Dr.  Trumbule's  degrees  include B.S.
Psychology  -  University  of Maryland  1965,  M.S.  Experimental  Psychology  -
University of  Pennsylvania  1966, and Ph.D.  Physiological  Psychology  (ABD) -
University of Pennsylvania 1970.

Name of  employers,  titles and dates of  positions  held during past five years
with an indication of job responsibilities:

     Also a Director of the Company?       [x] Yes          [ ] No

     Indicate  amount of time to be spend on  Company  matters if less than full
     time: Four days per month until fully operational.

31.  Chief Financial Officer:                 Title: Secretary
     Name: Clark Burch                        Age: 56


<PAGE>



     Office Street Address: 1620 York Street     Telephone No: 303-436-1847
                            Denver, CO 80206

Name of employers, titles and dates of position held during past five years with
an indication of job responsibilities:

     CLARK BURCH has been the  Secretary  and a Director  of the  Company  since
January 2, 1997,  and prior to that he was the  President  of the  Company  from
inception. He is a video producer- director of television productions. Mr. Burch
has been, and currently is, the President of ArtsWorth,  Inc., a music and video
production  company.  Mr. Burch has produced and directed 110 half-hour programs
of "Comminatcha Live", a cable television series now in its third re-run. He has
produced the  following  video music  productions:  "Queen of the Night" - Julie
Young,  performer  1985; "The Big Thompson" - Chuck Pyle,  performer;  and "Life
Explodes" - The Live Explodes Band. Mr. Burch obtained a Bachelor of Arts Degree
from Mankato  State  University  in 1966.  He is a member of the Rocky  Mountain
Music Association,  Denver,  Colorado. From 1982 to 1985, Mr. Burch was actively
engaged as a licensed real estate agent.


     Also a Director of the Company?           [X] Yes          [ ] No

     Indicate  amount of time to be spend on  Company  matters if less than full
time: Four days a month until fully operational.

                            DIRECTORS OF THE COMPANY

33.  Number of Directors: 2.

     If Directors are not elected annually,  or are elected under a voting trust
or other arrangement, explain: NOT APPLICABLE.

34.  Information   concerning  outside  or  other  Directors  (i.e.,  those  not
described above): NOT APPLICABLE.

35.  (a) Have any of the  Officers  or  Directors  ever  worked for or managed a
company (including a separate  subsidiary or division of a larger enterprise) in
the same business as the Company? 
     [ ] Yes [x] No

(b) If any of the Officers,  Directors or other key  personnel  have ever worked
for or managed a company in the same business or industry as the Company or in a
related business or industry,  describe what precautions, if any, (including the
obtaining  of  releases  or consents  from prior  employers)  have been taken to
preclude  claims by prior  employers for  conversion or theft of trade  secrets,
know-how or other proprietary information.

     The officers and  directors  have never worked for or been  involved in the
operation of another company which is devoted to the development of websites for
use on the internet.


<PAGE>



(c) If the  Company  has  never  conducted  operations  or is  otherwise  in the
development  stage,  indicate  whether any of the Officers or Directors has ever
managed any other company in the start-up or development  stage and describe the
circumstances, including relevant dates.

     The  officers and  directors  of the Company  have never  managed any other
company in the development stage similar to the operations of the Company.

(d) If any of the Company's key personnel are not employees but are  consultants
or other independent  contractors,  state the details of their engagement by the
Company.

     NONE

(e) If the Company has key man life  insurance  policies on any of its Officers,
Directors or key personnel, explain, including the names of the persons insured,
the amount of  insurance,  whether  the  insurance  proceeds  are payable to the
Company and whether there are arrangements  that require the proceeds to be used
to redeem  securities  or pay benefits to the estate of the insured  person or a
surviving spouse.

     NONE

36.  If a petition  under the  Bankruptcy  Act or any State  insolvency  law was
     filed by or against the  Company or its  Officers,  Directors  or other key
     personnel, or a receiver,  fiscal agent or similar officer was appointed by
     a  court  for  the  business  or  property  of  any  such  persons,  or any
     partnership in which any of such persons was a general partner at or within
     the past five years,  or any  corporation or business  association of which
     any such person was an executive  officer at or within the past five years,
     set forth below the name of such  persons,  and the nature and date of such
     actions.

     NOT APPLICABLE.


                             PRINCIPAL STOCKHOLDERS

37.  Principal  owners of the Company  (those who  beneficially  own directly or
     indirectly  10% or  more  of  the  common  and  preferred  stock  presently
     outstanding)   starting  with  the  largest  common  stockholder.   Include
     separately  all  common  stock  issuable  upon  conversion  of  convertible
     securities  (identifying them by asterisk) and show average price per share
     as if conversion  has occurred.  Indicate by footnote if the price paid was
     for  a   consideration   other  than  cash  and  the  nature  of  any  such
     consideration.



<PAGE>
<TABLE>
<CAPTION>


-------------------------------------------------------------------------------------------
                                      Average               No. of Shares
                           Class      Price      No. of     %       Held After        %
                           of         Per        Shares     of      Offering if All   of
                           Shares     Share      Now Held   Total   Securities Sold   Total
-------------------------------------------------------------------------------------------

<S>                       <C>         <C>        <C>        <C>     <C>               <C>
Name: Gerald H. Trumbule  Common      $0005      50,000     2%      2%                2%
Office Street Address:
1620 York St.
Denver, CO 80206
Telephone No:
303.436-1847
Principal occupation:
Computer Consultant

Name: Clark Burch         Common      $.0005      50,000    2%      2%                2%
Office Street Address:
1620 York St.
Denver, CO 80206
Telephone No:
303-436-1847
Principal occupation:
Multi-Media Consultant
Video Producter

</TABLE>

38.  Number of shares  beneficially  owned by Officers and Directors as a group:
     100,000

             MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION

39.(a)  If  any  of  the  Officers,   Directors,   key  personnel  or  principal
stockholders are related by blood or marriage, please describe. NOT APPLICABLE

(b) If the  Company  has  made  loans to or is  doing  business  with any of its
Officers,  Directors,  key  personnel  or 10%  stockholders,  or  any  of  their
relatives (or any entity controlled  directly or indirectly by any such persons)
within the last two years,  or  proposes  to do so within the  future,  explain.
(This  includes  sales or lease of goods,  property  or  services to or from the
Company, employment or stock purchase contracts, etc.) State the principal terms
of any significant loans, agreements, leases, financing or other arrangements.

     NONE

(c)  If  any  of  the  Company's  Officers,  Directors,  key  personnel  or  10%
stockholders has guaranteed or co-signed any of the Company's bank debt or other
obligations,  including any indebtedness to be retired from the proceeds of this
offering, explain and state the amounts involved.

     NONE.

40.(a) List all  remuneration  by the  Company to  Officers,  Directors  and key
personnel for the last fiscal year:

<PAGE>


     No remuneration was paid to the officers or directors of the Company during
the past fiscal year.

41. (a) Number of shares subject to issuance under presently  outstanding  stock
purchase  agreements,  stock  options,  warrants or rights:  shares ( % of total
shares to be outstanding  after the completion of the offering if all securities
sold,  assuming  exercise of options and conversion of convertible  securities).
Indicate which have been approved by shareholders.  State the expiration  dates,
exercise prices and other basic terms for these securities:

     NOT APPLICABLE.

(b) Number of common shares subject to issuance under existing stock purchase or
option plans but not yet covered by outstanding purchase agreements,  options or
warrants: shares.

     NOT APPLICABLE.

(c)  Describe  the  extent to which  future  stock  purchase  agreements,  stock
options, warrants or rights must be approved by shareholders.

     NOT APPLICABLE.

42.  If the  business  is  highly  dependent  on the  services  of  certain  key
personnel,  describe any  arrangements  to assure that these persons will remain
with the Company and not compete upon any termination.

     The  business of the company is highly  dependent  upon the services of the
officers and  directors of the Company.  If these persons were not available for
any reason,  the Company  feels it would not be difficult to find other  persons
with like-in-kind  abilities,  but it is undetermined  whether the Company could
attract such  persons at the price or salary which the Company  might be able to
pay. The Company has no non-compete  agreements  with its officers and directors
and in the absence of such  agreements,  the Company is at risk with  respect to
the  competitiveness  of its  officers and  directors if such persons  decide to
leave the employ of the Company and seek other  employment  with companies which
may be in a position to compete.  After  reviewing the above,  investors  should
consider  whether or not the  compensation to management and other key personnel
directly  or  indirectly,  is  reasonable  in view of the  present  stage of the
Company's development.

                                   LITIGATION

43. Describe any past, pending or threatened litigation or administrative action
which  has had or may  have a  material  effect  upon  the  Company's  business,
financial condition, or operations, including any litigation or action involving
the Company's Officers, Directors or other key personnel. State the names of the
principal  parties,  the nature and current  status of the matters,  and amounts
involved.  Give an evaluation by management or counsel,  to the extent feasible,
of the merits of the  proceedings or litigation and the potential  impact on the
Company's business, financial condition, or operations.

<PAGE>


     The Company is not subject to or engaged in any  litigation of any kind and
none is anticipated.

                              MISCELLANEOUS FACTORS

45. Describe any other material factors, either adverse or favorable,  that will
or could affect the Company or its business (for  example,  discuss any defaults
under  major  contracts,  any  breach  of bylaw  provisions,  etc.) or which are
necessary to make any other information in this Offering Circular  [registration
statement in this case as this is not an offering  circular]  not  misleading or
incomplete.

     The Company has had only a small success in its its marketing  plan and the
operation of its business. It has sold only one contract for the production of a
website.  The Company  anticipates that its growth, if any, may well take longer
than originally anticipated at the time of its formation. The Company feels that
the reason for its lack of  progress of its  business  plan is the lack of sales
for the  production of websites for its  prospective  clients.  In order for the
company grow as intended, the Company must expand its sales efforts.

     Year 2000 Issues.  The business of the Company,  the design and development
of internet web sites, may be impacted only slightly by the anticipated problems
of  its  computers   being  unable  to   categorically   assemble  the  use  and
implementation of the year "2000" in its internal computations.  The business of
the  Company  requires  no use of  accounting  or  computation  programs.  It is
estimated  that the business of the Company will be impacted only by any adverse
impact upon its clients and customers,  the effect of which is not ascertainable
at this time.  Web sites,  as  designed  and  installed  by the  Company for its
clients,  are inherently a graphics arts  endeavor,  and are generally used as a
sales, advertising and information medium.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                            CERTAIN RELEVANT FACTORS

47. If the Company's financial  statements show losses from operations,  explain
the causes  underlying  these  losses and what steps the Company has taken or is
taking to address these causes.

     The Company has had little and no profits since its  commencement.  This is
due primarily to the Company's activities encompassing  substantially developing
the technique for design of websites. Of the Company cannot increase its sales ,
the Company will be in serious  difficulty in continuing  its business plan. The
prospect of raising more capital for the  continuation  of the Company will need
to be considered seriously.

48. Describe any trends in the Company's historical operating results.  Indicate
any changes now  occurring  in the  underlying  economics of the industry or the
Company's business which, in the opinion of Management,  will have a significant
impact  (either  favorable or adverse) upon the Company's  results of operations
within the next 12 months,  and give a rough estimate of the probable  extent of
the impact, if possible.

     The Company has ascertained  that the design and production of websites for
the  internet  has become  more  sophisticated  over the past year.  Clients are
demanding  better and more complex designs for their  respective  websites.  The



<PAGE>


Company  believes  that this will  continue to increase and become more complex.
The  management  of the Company  believes that this may work to the advantage of
the  Company  in that the  members  of  management  may well be able to  present
techniques  that others cannot or find  difficult,  i.e. the production of video
segments which can be incorporated into the websites.

49. If the Company  sells a product or products  and has had  significant  sales
during its last fiscal  year,  state the  existing  gross margin (net sales less
cost of such sales as presented in accordance with generally accepted accounting
principals)  as a percentage  of sales for the last fiscal year:  %. What is the
anticipated  gross margin for next year of operations?  Approximately %. If this
is expected to change, explain. Also, if reasonably current gross margin figures
are available for the industry, indicate these figures and the source or sources
from which they are obtained.

     The Company has had only one sale and small revenues.

50.  Foreign sales as a percent of total sales for last fiscal year: %. Domestic
government  sales as a percent of total  domestic sales for last fiscal year: %.
Explain the nature of these sales, including any anticipated changes:

     The Company has had no foreign  sales or  revenues  therefrom  and does not
contemplate any such sales or revenues in the future.


                                     PART II

Item 1. Market Price of and  Dividends  on the  Registrant's  Common  Equity and
Other shareholder matters.

Information required by Item 201 of Regulation S-B.

     (a) Market  Information.  There is no current market price on the Company's
     common stock as the shares are not trading at the time of this report.

     (b) Holders. At the date of December 31, there are 43 holders of the common
     equity of the Company.

     (c) Dividends.  The Company has paid no dividends and does not  contemplate
     any dividends during the next two fiscal years.

Item 2. Legal Proceedings

     If the registrant uses either  Alternative 2 or Alternative 3 of this form,
     furnish the information required by Item 103 of Regulation S-B.



<PAGE>



     NOT APPLICABLE. The registrant is using Alternative 1.

Item 3. Changes in and Disagreements with Accountants

     Furnish the information required by Item 304 of Regulation S-B.

     There have been no  changes  of and no  disagreement  with  accountants  on
accounting and financial disclosure.

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

     If any matter was  submitted  during the fourth  quarter of the fiscal year
covered by this report to a vote of security  holders,  through the solicitation
of proxies or otherwise, furnish the following information:

     No matter was submitted to the securities holders as described above.

Item 5. Compliance with Section 16(a) of the Exchange Act

     Gerald H. Trumbule, President and Director.  No changes since registration.
     Clark Burch, Secretary and Director.  No changes since registration.
     Mansfield  Consultants Limited exchanged 18,300,000 shares of no par common
stock for  150,000  shares  of no par  preferred  stock on  December  21,  1998,
reducing  the shares of common stock held by  Mansfield  Consultants  Limited to
50,000 shares at the date of this report.

Item 6. Reports on form 8-K

     State whether any reports on Form 8-K were filed during the last quarter of
the period  covered by this report,  listing the times  reported,  any financial
statement filed and the dates of such report.

     No  Current  Reports  on  Form  8-K  were  filed  during  the  last  fiscal
quarter-year.

PART F/S

Furnish the information required by Item 310 of Regulation S-B.

     The audited  financial  statements  for the fiscal year ended  December 31,
1998, follow:

<PAGE>



                          I-Tech Holdings Group, Inc.


                              FINANCIAL STATEMENTS

                                      with

                          Independent Auditors' Report

                 For the Years Ended December 31, 1998 and 1997




<PAGE>


                          I-Tech Holdings Group, Inc.


                               TABLE OF CONTENTS

                                                                         Page
                                                                         ----

Independent Auditors' Report                                              F-1

Financial Statements

         Balance Sheet                                                    F-2

         Statement of Operations                                          F-3

         Statement of Cash Flows                                          F-4

         Statement of Shareholder's Equity                             F-5 - F-6

         Notes to the Financial Statements                             F-7 - F-9




<PAGE>

                        Kish * Leake & Associates, P.C.
                          Certified Public Accountants



                          Independent Auditor's Report
                          ----------------------------


We have audited the accompanying balance sheet of I-Tech Holdings Group, Inc. (a
Developmental  Stage  Company),  at December 31, 1998 and 1997,  and the related
statement of operations, shareholders' equity, and cash flows for the year ended
December 31, 1998 and 1997. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those 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 the overall  financial  statement
presentation.  We believe  that our audit  provides 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 I-Tech Holdings Group, Inc. at
December 31, 1998 and 1997 and the results of its  operations and its cash flows
for the years ended  December 31, 1998 and 1997,  in conformity  with  generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 4 to the  financial
statements,  the Company is in the development stage and has no operations as of
December  31,  1998.  The lack of  sufficient  working  capital to operate as of
December  31, 1998 raises  substantial  doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 4. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of these uncertainties.


/s/ Kish, Leake & Associates, P.C.
----------------------------------
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
January 22, 1999

                                       F-1


<PAGE>



I-Tech Holdings Group, Inc.
(A Development Stage Company)
Balance Sheet

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

                                                                       December
                                                                       31, 1998
                                                                       --------

ASSETS

Current Assets - Cash                                                  $  3,272
                                                                       ========


LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES - Due To Related Entity For Rent                           $  2,600
                                                                       --------


SHAREHOLDERS' EQUITY

Preferred Stock, No Par Value,
 Non Voting, Authorized 5,000,000 shares;

 Issued and Outstanding 300,000 Shares                                    3,000

 Issued and Outstanding 150,000 Series 2 Shares                           9,150

Common Stock, No Par Value
 Authorized 50,000,000 shares; Issued and
 Outstanding 2,080,000 Shares                                             1,330

(Deficit) Accumulated During The Development Stage                      (12,808)
                                                                       --------

TOTAL SHAREHOLDERS' EQUITY                                                  672
                                                                       --------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                                                   $  3,272
                                                                       ========


   The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                       F-2

<PAGE>
<TABLE>
<CAPTION>


 I-Tech Holdings Group, Inc.
 (A Development Stage Company)
Statement Of Operations

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

                                                                               December
                                                                               6, 1994
                                                                             (Inception)
                                              Year Ended      Year Ended       Through
                                               December        December        December
                                               31, 1998        31, 1997        31, 1998
                                               --------        --------        --------

<S>                                          <C>             <C>             <C>         
Revenue                                      $        500    $          0    $        500
                                             ------------    ------------    ------------

Consulting                                              0               0             380
Fees                                                    0             265             265
Legal & Accounting                                  2,850           3,750           6,600
Office                                              1,499             122           1,621
Rent                                                1,200           1,100           2,400
Stock Transfer                                      1,062             980           2,042
                                             ------------    ------------    ------------

Total Expenses                                      6,611           6,217          13,308
                                             ------------    ------------    ------------

Net (Loss)                                   ($     6,111)   ($     6,217)        (12,808)
                                             ============    ============    ============

Basic (Loss) Per Common Share                ($      0.00)   ($      0.00)
                                             ============    ============

Weighted Average Common Shares Outstanding      2,080,000      13,713,333
                                             ============    ============





       The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                           F-3
</TABLE>

<PAGE>


 I-Tech Holdings Group, Inc.
 (A Development Stage Company)
Statement Of Cash Flow

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

                                                                       December
                                                                       6, 1994
                                                                     (Inception)
                                              Year Ended  Year Ended   Through
                                               December    December    December
                                               31, 1998    31, 1996    31, 1998
                                               --------    --------    --------

Net (Loss)                                     ($ 6,111)   ($ 6,217)   ($12,808)
                                               --------    --------    --------

Plus Items Not Affecting Cash Flow:                   0           0           0
 Stock Issued For Services                                                  380

Increase In Accounts Payable                      1,500       1,100       2,600
                                               --------    --------    --------

Net Cash Flows From Operations                   (4,611)     (5,117)     (9,828)
                                               --------    --------    --------

Cash Flows From Investing Activities:

Net Cash Flows From Investing:                        0           0           0
                                               --------    --------    --------

Cash Flows From Financing Activities:

Common Stock Issued For Cash                          0      10,000      10,000
Contributed Capital                                   0           0         100
Preferred Stock Issued For Cash                       0       3,000       3,000
                                               --------    --------    --------

Net Cash Flows From Financing:                        0      13,000      13,100
                                               --------    --------    --------


Net Increase (Decrease) In Cash                  (4,611)      7,883       3,272
Cash At Beginning Of Period                       7,883           0           0
                                               --------    --------    --------

Cash At End Of Period                          $  3,272    $  7,883    $  3,272
                                               ========    ========    ========



Summary Of Non-Cash Investing And Financing
 Activities:

 Common Stock Issued For Services              $      0    $      0    $    380
                                               ========    ========    ========
Series 2 Preferred Stock Issued in Exchange
 For 18,300,000 Shares of Common Stock         $  9,150    $      0    $  9,150
                                               ========    ========    ========




   The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                       F-4

<PAGE>
<TABLE>
<CAPTION>

 I-Tech Holdings Group, Inc.
 (A Development Stage Company)
Statement Of Shareholders' Equity

-------------------------------------------------------------------------------------------------------------
                                                                       Number Of                                
                                         Number Of      Number Of       Shares                                  
                                          Shares         Shares        Series 2        Common      Preferred    
                                          Common        Preferred      Preferred       Stock         Stock      
                                          ------        ---------      ---------       -----         -----      
<S>                                    <C>            <C>            <C>            <C>           <C>        
Balance At December 6, 1994                      0              0              0    $         0   $         0

June 15, 1995 issued
 380,000 Shares Of No Par Value
 Common Stock for services valued at
 $380 or $.001 per share                   380,000                                          380        

Additional Capital Contribution                                                             100        

Net (Loss)                                 
                                       -----------    -----------    -----------    -----------   -----------

Balance At December 31, 1995               380,000              0              0            480             0

Net (Loss)                                    
                                       -----------    -----------    -----------    -----------   -----------

Balance At December 31, 1996               380,000              0              0            480             0

January 2, 1997 issued
 300,000 Shares Of No Par Value
 Preferred Stock for  $3,000 or
 $.01 per share                                           300,000                                       3,000         

March & May, 1997 issued
 20,000,000 Shares Of No Par Value
 Common Stock for  $10,000 or
 $.0005 per share                       20,000,000                                       10,000     

Net (Loss)                                
                                       -----------    -----------    -----------    -----------   -----------

Balance At December 31, 1997            20,380,000        300,000              0         10,480         3,000

Series 2 Preferred Stock Exchanged
 For Common Stock                      (18,300,000)                      150,000         (9,150)   

Net (Loss)                                  
                                       -----------    -----------    -----------    -----------   -----------

Balance At December 31, 1998             2,080,000        300,000        150,000    $     1,330   $     3,000
                                       ===========    ===========    ===========    ===========   ===========


                                      F-5

<PAGE>


 I-Tech Holdings Group, Inc.
 (A Development Stage Company)
Statement Of Shareholders' Equity (Continued)
--------------------------------------------------------------------------------
                                                     Net (Loss)         
                                                     Accumulated           
                                        Series 2     During The            
                                        Preferred    Development              
                                          Stock         Stage          Total 
                                          -----         -----          ----- 

Balance At December 6, 1994            $         0   $         0    $         0

June 15, 1995 issued
 380,000 Shares Of No Par Value
 Common Stock for services valued at
 $380 or $.001 per share                                                    380

Additional Capital Contribution                                             100

Net (Loss)                                                  (380)          (380)
                                       -----------   -----------    -----------

Balance At December 31, 1995                     0          (380)           100

Net (Loss)                                                  (100)          (100)
                                       -----------   -----------    -----------

Balance At December 31, 1996                     0          (480)             0

January 2, 1997 issued
 300,000 Shares Of No Par Value
 Preferred Stock for  $3,000 or
 $.01 per share                                                           3,000

March & May, 1997 issued
 20,000,000 Shares Of No Par Value
 Common Stock for  $10,000 or
 $.0005 per share                                                        10,000

Net (Loss)                                                (6,217)        (6,217)
                                       -----------   -----------    -----------

Balance At December 31, 1997                     0        (6,697)         6,783

Series 2 Preferred Stock Exchanged
 For Common Stock                            9,150                            0

Net (Loss)                                                (6,111)        (6,111)
                                       -----------   -----------    -----------

Balance At December 31, 1998           $     9,150   ($   12,808)   $       672
                                       ===========   ===========    ===========

   The Accompanying Notes Are An Integral Part Of These Financial Statements.

                                       F-6
</TABLE>
<PAGE>


I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1998 and 1997
-----------------------------

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------
Organization:
-------------

On  December  6,  1994,   I-Tech  Holdings  Group,   Inc.  ("the  Company")  was
incorporated  under  the  laws  of  Colorado,  to  engage  in  the  business  of
environmental  technologies of all types and  manufacturing  products related to
environmental technologies. The Company may also engage in any business which is
permitted by the Colorado  Business  Corporation Act, as designated by the board
of directors of the Company.  In January 1997, the Company  elected to engage in
the  business  of  consulting  services to develop  web sites for  business  and
industry.

Developmental Stage:

The  Company is  currently  in the  developmental  stage and has no  significant
operations to date.

Income Taxes:

At December 31, 1998 and 1997, the company had net operating loss carry forwards
available   for  financial   statement  and  Federal   income  tax  purposes  of
approximately  $10,408  which,  if not used,  will expire  beginning in the year
2008.

The Company  follows  Financial  Accounting  Standards  Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109),  which requires,  among other things,
an asset and liability  approach to  calculating  deferred  income taxes.  As of
December 31, 1998, the Company has a deferred tax asset of $2,082  primarily for
its net operating  loss carry forward  which has been fully  reserved  through a
valuation  allowance.  The change in the valuation  allowance  from December 31,
1997 to December 31, 1998 was $1,004.

Statement of Cash Flows:

For  purposes of the  statement  of cash flows,  the  Company  considers  demand
deposits and highly liquid-debt  instruments  purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for interest and taxes in the period ended  December 31, 1998 and 1997
was $-0-.


                                       F-7
<PAGE>


I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1998 and 1997
-----------------------------

Net (Loss) Per Common Share:

The net (loss) per common  share is computed by dividing  the net (Loss) for the
period by the weighted average number of shares outstanding at December 31, 1998
and 1997.

Note 2 - Capital Stock
----------------------

Common Stock:

The Company initially authorized 50,000,000 shares of no par value common stock.
On June 15, 1995 380,000  shares of no par common stock were issued for services
valued at $380 or $.001 per share.  In March and May 1997 the Company  issued an
additional 20,000,000 shares of common stock for $10,000 or $.0005 per share.

Preferred Stock

The Company initially  authorized  5,000,000 shares of no par value,  non-voting
preferred stock.

On January 22, 1997, the Company  issued  300,000 shares of its preferred  stock
for  $3,000  or $.01 per  share.  The  Directors  have  assigned  the  following
preferences to the issued and  outstanding  shares of Preferred  Stock:  (I) the
Preferred  Stock shall be  non-voting,  (ii) the holders of the stock as a group
have the right to  receive,  prorata,  upon  dissolution  or  winding  up of the
Company,  10% of the assets of the Company prior to division and distribution of
assets to the holders of the Company's Common Stock.

On December , 1998,  the  Company  issued  150,000  shares of series 2 preferred
stock in exchange for the cancellation of 18,300,000 shares of its common stock.
The  Directors  have  assigned  the  following  preferences  to the  issued  and
outstanding  shares  of  Preferred  Stock:  (I) the  Preferred  Stock  shall  be
non-voting,  (ii) the holders of the stock as a group have the right to receive,
prorata, upon dissolution or winding up of the Company, 10% of the assets of the
Company  prior to  division  and  distribution  of assets to the  holders of the
Company's Common Stock.

The Company has declared no dividends through December 31, 1998.


                                       F-8
<PAGE>


I-Tech Holdings Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1998 and 1997
-----------------------------

Note 3 - Related Party Events
-----------------------------

The Company presently  maintains its principal offices at an address provided by
a related  party at a monthly  rental of $100 per month,  plus any  expenses  of
telephone,  fax, and  secretarial  services,  commencing  February 1, 1997.  The
office is located at 1629 York Street, Denver, Colorado 80206.

Note 4 - Basis Of Presentation
------------------------------

In  the  course  of  its  development  activities,  the  Company  has  sustained
continuing losses and expects such losses to continue in the foreseeable future.
The Company plans to continue  financing its operations  with stock sales and in
the longer term, revenues from its operations. The Company's ability to continue
as a going concern is dependent upon the  successful  completion of its offering
of common stock, additional financing and, ultimately, upon achieving profitable
operations.




                                       F-9

<PAGE>


                                    PART III

Item 1. Index to Exhibits

Exhibits required in Part III of Form 1-A

Exhibit Number:              Description

Exhibit No. 2.      Plan of Acquisition                   Not Applicable
Exhibit No. 3.      Charter and Bylaws                    Previously Filed
Exhibit No. 5.      Voting trust agreement                Not applicable
Exhibit No. 6.      Material contracts                    Not applicable
Exhibit No. 7.      Material foreign patents              Not applicable
Exhibit No. 11.     Statement re: computation 
                      of per share earnings               Not applicable
Exhibit No. 24.     Power of attorney                     Not applicable
Exhibit No. 27.     Financial Data Schedule               Attached

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


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.

                                            I-TECH HOLDING GROUP, INC.
                                            (Registrant)

Date:  February 24, 1999

                                             /s/ Clark Burch
                                             -----------------------------------
                                             Clark Burch, Secretary