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**SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549****FORM 20-F/A-3**

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[ X ]    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
         SECURITIES EXCHANGE ACT OF 1934
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         OR
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[   ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934, for the fiscal year ended:
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         OR
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[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934, for the transition period from _____ to _____.
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                          **COMMISSION FILE NO: 000-32571

                    INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
              (Exact name of registrant as specific in its charter)

                                     **BELIZE**
                 (Jurisdiction of incorporation or organization)

                               **1ST FLOOR EAST WING
                                 65 FRONT STREET
                               PUNTA GORDA, BELIZE**
        (Address of principal executive offices, including Postal Code.)

Registrant's area code and telephone number: **(501) (7)22342**

Securities to be registered pursuant to Section 12(b) of the Act: Title of each
class: NONE

Name of each exchange on which registered: NONE

Securities to be registered pursuant to Section 12g3-2(a) of the Act:
Title of each class: COMMON STOCK

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. Title of each class: NONE

     Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the
registration statement - 5,149,193 COMMON SHARES.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                        [X] YES [ ] NO

     Indicate by check mark which financial statement item the registrant has
elected to follow:                                      [ ] ITEM 17 [ ] ITEM 18

(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)
     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.                                            [ ] YES [ ] NO

**INDEX****Page**
------------- ----------------------------------------------------------- -----

PART  I
------------- ----------------------------------------------------------- -----

Item 1.       Identity of Directors, Senior Management and Advisers .....    3
Item 2.       Offer Statistics and Expected Timetable ...................    3
Item 3.       Key Information ...........................................    3
Item 4.       Information on the Company ................................   29
Item 5.       Operating and Financial Review ............................   33
Item 6.       Directors, Senior Management and Employees ................   35
Item 7.       Major Shareholders and Related Party Transactions .........   38
Item 8.       Financial Information .....................................   42
Item 9.       The Listing ...............................................   42
Item 10.      Additional Information ....................................   43
Item 11.      Quantitative and Qualitative Disclosures about Market Risk.   54
Item 12.      Description of Securities Other than Equity Securities ....   55
------------- ----------------------------------------------------------- -----

PART II
------------- ----------------------------------------------------------- -----

Item 13.      Defaults, Dividend Arrearages and Delinquencies ...........   55
Item 14.      Material Modifications to the Rights of Security Holders
                and Use of Proceeds .....................................   55
Item 15.      [Reserved] ................................................   55
Item 16.      [Reserved] ................................................   55
------------- ----------------------------------------------------------- -----

PART III
------------- ----------------------------------------------------------- -----

Item 17.      Financial Statements ......................................   55
Item 18.      Financial Statements ......................................   55
Item 19.      Exhibits ..................................................   56
------------- ----------------------------------------------------------- -----

                                       2

**INTRODUCTION**

        As used herein, except as the context otherwise requires, the term
*"Company"* refers to International Technology Enterprises Ltd., a corporation
organized under the laws of Belize.

        The Company publishes its financial statements expressed in United
States dollars. In this document, references to *"US dollars"* or *"US$"* are to the
currency of the United States of America.

        The Company's fiscal year ends on December 31 of each year. References
in this document to a particular year are to the fiscal year unless otherwise
indicated.

        In the future, the Company will produce annual reports containing
audited consolidated financial statements and an opinion thereon by the
Company's independent public accountants. The financial statements contained in
this registration statement have been audited in accordance with United States
Generally Accepted Accounting Principles ("US GAAP").

        The Company has no revenue and losses for the most recent year.

**ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS**
-------------------------------- -----------------------------------------------

Jack L. Mahan, Jr.               Secretary of Board/Chief Executive Officer/
1296 E. Gibson Road, #149        President/Chief Financial Officer
Woodland, CA 95776
U.S.A.
-------------------------------- -----------------------------------------------

Ian D. Ross                      Chairman of the Board/Vice President
24 Station Street
Spalding, Lincolnshire PE11 1EB
United Kingdom
-------------------------------- -----------------------------------------------

Quan Van Nguyen                  Director
18/15 Ngo
Quyen City Rach Gia,
County Kiengiang
Viet Nam
-------------------------------- -----------------------------------------------

**ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE**

Not  applicable.

**ITEM 3.   KEY INFORMATION****A.   Selected Financial Data

Selected Consolidated Financial Data**

        The selected historical data presented below has been derived from the
financial statements of the Company, which financial statements have been
examined by  Braverman & Company, P.C., 190 High Chaparral, Prescott, Arizona
86303. Its telephone number is (520) 771-1122 for the year ending 31 December
2000.

                                       3

The financial statements are presented in U.S. dollars and have been prepared in
accordance with generally accepted accounting principles in the United States
(*"US GAAP"*).

        The following table summarized certain financial information and should
be read in conjunction with *"Management's Discussion and Analysis of Financial
Condition and Results of Operations."* The Company has not declared a dividend
during the years ended December 31, 2000,. There were no fluctuations in
revenues and net income (loss) between the periods stated in the table below
since the Company was in operative. Please refer to Management's Discussion and
Analysis of Financial Condition and Results of Operations. For the reasons set
forth herein the information shown below may not be indicative of the Company's
future results of operation.

         **Statement of Loss and Accumulate Deficit Date:
         Financial Information per US GAAP****31 December 2000 (Audited)**
------------------------------------------- ----------

Total revenue                                    Nil
Interest expense                             $   Nil
Net income (loss)                            $(15,600)
Total assets                                 $  3,400
Net working capital (deficit)                $  3,400
Shareholders' equity                         $  3,400
------------------------------------------- ----------

**B.   Capitalization and Indebtedness****Statement of Capitalization and Indebtedness
                             As of 31 December 2000****Debt:**
 Secured:
  Banks.........................................                   0
 Unsecured:
  Banks.........................................                   0
  Supplier credits..............................                   0
  Financial leases..............................                   0
                                                           ---------
   Total debt...................................                   0
                                                           ---------
 Less short-term debt and current portion of
  long-term debt................................                   0
                                                           ---------
 Long-term debt.................................                   0
                                                           ---------
**Stockholders' equity:**
 Capital stock..................................               1,440
 Paid In Capital................................               2,060
 Contributed Capital............................              15,500
                                                           ---------
   Total stockholders' equity(4)................              18,960
                                                           ---------
Total capitalization (total debt and
 stockholders' equity)..........................           US$18,960(1)
                                                           =========
______________
(1) As of December 31, 2000, our debt and equity was denominated in U.S. dollars.

                                       4

The following table sets forth a history of the share capital for the Company,
since inception.

--------------------------------------------------------------------------------
DATE                        EVENT                                       SHARES
--------------------------------------------------------------------------------
28 September 2000           Shares issued to founding shareholders     4,634,100

30 September 2000           Shares issued to EFHC                        515,093

Balance at 31 December 2000                                            5,149,193

Balance at 19 March 2001                                               5,149,193
--------------------------------------------------------------------------------

**C.   Reason for the other and Use of Proceeds**

         Not  Applicable.

**D. Risk Factors*****RISK FACTORS THAT MIGHT CREATE LOSS TO SHAREHOLDERS******Certain Factors May Affect Future Results And Loses by Shareholders.*** From time to
time, information provided by the Company, statements made by its officers or
information included in its filings with the Securities and Exchange Commission
contains statements that are not purely historical, but are forward looking
statements, made under the Safe Harbor provisions of the Private Securities
Litigation Act of 1995, which involve risks and uncertainties. In particular,
forward looking statements include projections, plans, and objectives for The
Company's business, financial condition, operating results, future
operations, future economic performance or statements relating to the
sufficiency of capital to meet working capital, planned capital expenditures,
and expectations as to customer orders. The Company's actual future results
may differ materially from those stated in any forward-looking statements.
Factors that may cause such differences, such as the risk factor that the
Company's business could be adversely affected by acquisitions, include,
but are not limited to, the factors discussed below. These factors, and others,
are discussed from time to time in the Company's filings with the
Securities and Exchange Commission, including the Company's future Annual
Reports on Form 20-F that may be filed. It should be noted that the Safe Harbor
provisions do not apply to statements that are untrue. Note also that the
statutory safe harbor is not available to non-reporting issuers; disclosure
should not imply that the safe harbor applies to the Company's statements
made when the Company was not a reporting issuer. Liabilities from such
statements remain a source of potential shareholder loss.

                                       5

RISK FACTORS RELATED TO THE "GOING CONCERN" FINANCIAL CONDITION OF THE COMPANY:

***Shareholders Might Be At Risk Because The Company's Auditors Have Issued A Going
Concern Opinion And Because The Company's Officers And Directors Will Not Loan
Any More Money To The Company, The Company May Not Be Able To Achieve Its
Objectives And May Have To Suspend Or Cease Operations.*** The Company's auditor
has issued a going concern opinion. This means that there is doubt that the
Company can continue as an ongoing business for the next twelve months. Because
our officers and directors are unwilling to loan or advance any additional
capital to the Company, management believes that if the Company is not initially
successful in its operations, it may have to suspend or cease operations within
four months. Further, it will be more difficult for the Company to obtain debt
financing at favorable rates while such an opinion exists because of creditors
unwillingness to loan funds to a corporation that is in danger of going out of
business.

***Shareholders Are At Risk of Loss Because The Company Lacks An Operating History
And Has Losses, Which It Expects To Continue Into The Future.*** If the losses
continue the Company will have to suspend operations or cease operations. Since
the Company was incorporated, it has not started its proposed business
operations or realized any revenues. It has no operating history upon which an
evaluation of its future success or failure can be made. The Company's net
loss since inception is $(15,600). Its ability to achieve and maintain
profitability and positive cash flow is dependent upon: --Its ability to locate
customers who require the Company's services. --Its ability to obtain
computer products and fulfill the customer's needs. --Its ability to
generate a profit from its operations. Based upon current plans, the Company
expects to incur operating losses in future periods. This will happen because
there are fixed and variable expenses associated with the Company's
operations. Until revenues exceed the fixed and variable expenses, the Company
will operate at a loss. Failure to generate a profit will cause the Company to
go out of business.

***Shareholders Might Loose Their Investment Because The Company Does Not Have
Enough Cash To Raise Capital.*** The Company believes that it does not have the
cash it needs for at least the next twelve months based upon its internally
prepared budget. Further, the Company's cash requirements are not easily
predictable and there is a possibility that its budget estimates will prove to
be inaccurate. If the Company is unable to generate a positive cash flow, it
will be required to curtail operations substantially and seek additional
capital. There is no assurance that the Company will be able to obtain
additional capital if required, or if capital is available, to obtain it on
terms favorable to the Company. The Company may suffer from a lack of liquidity
in the future, which could impair its short-term marketing and sales efforts and
adversely affect its results of operations.

                                       6
***If The Company Is Unable To Operate Profitably Or Obtain Loans, It May Have To
Attempt To Raise Capital Through The Sale Of Its Securities.*** Because the
Company is in a start-up phase and has not generated any revenues, it is
unlikely that it will be able to raise capital through the sale of its common
stock. If the Company is unable to generate a profit from its operations and
cannot borrow money, its only available source of capital will be through the
sale of its common stock. Because the Company is in a start-up stage, has not
generated any revenues, and there is no market for the Company's common stock,
it is unlikely that the Company will be successful in raising money through the
sale of its common stock. If the Company is unable to raise additional needed
capital, it will have to suspend or cease operations.

***Investors May Suffer Loss As A Result Of Management Having No Funding Plan Or
From The Risks Associated With A Funding Plan If A Plan Is Ever Developed.***
Management has not developed a funding plan to raise equity at this time. If a
plan is ever developed for shares that may be traded publicly under applicable
rules, the Company will incur costs associated with Company disclosure
obligations in this registration statement. Also, given the lack of a market and
the Company's intent to sell securities to raise funds, there is a risk that the
Company will not be able to price the shares in the fundraising transactions at
their true market value. Also, issuance of new shares, which could be provided
for in the fundraising plan, will dilute investor positions increasing the
number of shares freely traded. Shareholders could suffer loss from such
potential dilution. For debt financing portions of the funding plan, debt
financing may subordinate the claims of common stockholders in liquidation or
impose material restrictions on Company operations.

***Investor Loss Might Result from The Company Needing Additional Financing,
Which Could Be Difficult To Obtain.*** The Company expects that the Company's
existing cash and investment balances will not be sufficient to meet the
Company's cash requirements to fund operations and expected capital expenditures
for at least twelve months. In the event the Company may need to raise
additional funds, it cannot be certain that it will be able to obtain additional
financing on favorable terms, if at all. Further, if the Company issues
additional equity securities, stockholders may experience additional dilution or
the new equity securities may have rights, preferences or privileges senior to
those of existing holders of common stock. Future financings may place
restrictions on how the Company operates  its business. If the Company cannot
raise funds on acceptable terms, if and when needed, it may not be able to
develop or enhance the Company's products and services, take advantage of future
opportunities, grow the Company's business or respond to competitive pressures
or unanticipated requirements, which could seriously harm the Company's
business.

***Shareholders May Suffer Loss From The Company Substantially Increasing The
Company's Indebtedness.*** The Company may incur substantial indebtedness in the
future. The level of the Company's indebtedness, among other things, could: make
it difficult for the Company to make payments on the Notes; - make it difficult
for the Company to obtain any necessary future financing for working capital,
capital expenditures, debt service requirements or other purposes; - require the
dedication of a substantial portion of any cash flow from operations to service
for indebtedness, thereby reducing the amount of cash flow available for other
purposes, including capital expenditures; - limit the Company's flexibility in
planning for, or reacting to changes in, the Company's business and the
industries in which it competes; - place the Company at a possible competitive
disadvantage with respect to less leveraged competitors and competitors that
have better access to capital resources; and - make the Company more vulnerable
in the event of a further downturn in the Company's business.

                                       7

There can be no assurance that the Company will be able to meet its future debt
service obligations, including the Company's obligations under any notes.

***Shareholder Loss Could Result From The Company's Operating Results Likely To
Fluctuate Significantly.*** The Company's quarterly and annual operating results
will be affected by a wide variety of factors that could materially adversely
affect revenues and profitability, including: - competitive pressures on selling
prices; the timing of customer orders and the deferral or cancellation of orders
previously received; - write-offs of excess and obsolete inventory; - changes in
product mix; - the Company's ability to introduce new products and technologies
on a timely basis; - the introduction of products and technologies by the
Company's competitors; market acceptance of the Company's and the Company's
competitors' products; - fulfilling backlog on a timely basis; - reliance on
sole source suppliers; - potential retrofit costs; - the level of orders
received which can be shipped in a quarter; and - the timing of investments.

As a result of the foregoing and other factors, the Company has and may continue
to experience material fluctuations in future operating results on a quarterly
or annual basis which could materially and adversely affect the Company's
business, financial condition, operating results and stock price.

RISK FACTORS RELATED TO THE LACK OF LIQUIDITY OF THE SHARES:

***Investors May Suffer Loss Caused By Limit Of Free Trading Shares In The Market.***
The Company shares will become freely tradable to the public in the United
States if they are ever listed on the NASD Bulletin Board. This listing may
never occur. Initially, 515,093 shares, a small number of shares could be
traded. The shares were issued at US$.001 par value. No shares of the Company
have traded in the United States at this time, therefore no market value has
been established. If a market should form for these shares, buyers could
experience difficulty-finding sellers with whom to trade. Sellers could
experience difficulty liquidating their shares.

***Issuance Of Additional Shares By The Company Could Make Individual Shareholder's
Holdings Worth Less.*** The Company is authorized to issue 100,000,000 common
shares. 5,149,193 or 5% of the common shares are currently issued and
outstanding and 94,850,807 or 95.1% of the common shares are unissued. The Board
of Directors has the power to issue such shares. Although the Company presently
has no commitments or contracts to issue any additional shares to other persons,
the Company may in the future attempt to issue shares to acquire products,
equipment or properties, or for other corporate purposes. Any additional
issuance by the Company, from its authorized but unissued shares, would have the
effect of diluting the interest of existing shareholders.

***Shareholders May Not Be Able To Sell Shares Because Of Thin Market; Ninety
Percent (90%) Of The Company's Issued Shares Are Insider Shares.*** They are
subject to Rule 144. This means that these shares can't be sold for one year. At
the end of the one-year holding period, these shares would be subject to the
Insider Trading Rules, which would limit the rate of sale of insider shares into
the Market. However, any sale of insider shares will adversely affect the
Company's share price.

                                       8
***Should The Company Issue Shares In The Future The Additional Shares Would Dilute
Present Shareholder Equity In The Company.*** The sale of such shares would
adversely affect the Company's share price. While such insider sales would
be subject to American Securities Laws, the result of such sales risks the loss
in any investment made by shareholders in the Company's stock.

***Shareholders May Encounter Loss From No Trading Market for The Company's Common
Stock.*** The Company's common stock is not traded on any exchange or electronic
medium. Accordingly, persons who acquire the Company's shares of common stock
may not be able to resell them.

***Because The SEC Imposes Additional Sales Practice Requirements On Brokers Who
Deal In The Company's Shares, Which Are Penny Stocks, Some Brokers May Be
Unwilling To Trade Them.*** This means that a shareholder may have difficulty in
reselling his shares and may cause the price of the shares to decline. The
Company's shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934, which imposes additional sales practice
requirements on broker/dealers who sell the Company's securities in the
aftermarket. For after-market sales of the Company's securities, the
broker/dealer must make a special suitability determination and receive from a
potential buyer, a written agreement prior to making a sale to him. Because of
the imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in the Company's shares. This could
prevent a shareholder from reselling his shares and may cause the price of the
shares to decline.

***Cumulative Voting, Preemptive Rights and Control.*** There are no preemptive rights
in connection with the Company's common stock. Shareholders may be further
diluted in their percentage ownership of the Company in the event the Company
issues additional shares in the future. Cumulative voting in the election of
Directors is not provided for. Accordingly, the holders of a majority of the
shares of common stock, present in person or by proxy, will be able to elect all
of the Company's Board of Directors.

***Shareholders Might Lose Return On Their Investment Due To No Dividends
Anticipated By The Company.*** At the present time the Company does not anticipate
paying dividends, cash or otherwise, on it's Common Stock in the foreseeable
future. If they would be paid on a pro rata basis based on the number of shares
held future dividends will depend on earnings, if any, of the Company, its
financial requirements and other factors.

***Since Insider Shareholders Have Agreed To Limit Transferability Of Stock In A
"Stock Pooling" Agreement, Shareholders May Not Be Able To Trade Their Stock.*** The
"insider" shareholders have agreed, through a stock pooling agreement, to limit
the transferability of their Company shares. They have agreed not to trade the
insider 4,634,100 shares owned by International Technology Industries Corp. for
5 years, however this agreement can be set aside by mutual agreement of the
insider shareholders participating in the agreement. This agreement impacts
about 90% percent of the outstanding shares of the Company and therefore, may
limit the number of buyers for stock. This agreement does not affect the
transferability of free trading registered shares held by non-participants of
the Stock Pooling Agreement. The Stock Pooling agreement may be set-aside at any
time by a unanimous vote of the participants. These policies may negatively
impact some shareholders.

                                       9

RISK FACTORS RELATED TO OFFICERS AND DIRECTORS OF THE COMPANY

***Reliance Upon Directors And Officers Who Will Be Devoting Limited Time To The
Operations Of The Company Might Put Shareholders At Risk Of Losing Their
Investment.*** The Company is wholly dependent, at the present, upon the personal
efforts and abilities of its Officers and Directors, who exercise control over
the day-to-day affairs of the Company. Because all of the officers and directors
have other business interest, each will only be devoting approximately 10% of
his time to the operation of the Company.

***Investors May Suffer Loss From Inexperienced Management.*** The present
management has no experience operating a business like the one that is disclosed
in this filing. The present management has education and experience, as
disclosed, in other businesses. The Company plans to add management personnel
with appropriate education and experience as funds become available.

***Management Could Engage In Unknown Business Causing Loss To Investors.*** The
Company has no obligation to engage in the business described in the
registration statement. Present management has disclosed the intent of the
Company to engage in the disclosed business. Management could, at some future
time, engage in presently unknown business opportunities other than those the
Company has presently disclosed in this registration document.

***Investors May Suffer Loss Because Officers Of The Company Are Officers And
Directors Of Related Companies.*** The Company's president, Mr. Jack Mahan, is also
the Secretary of the Company's Board of Directors. Mr. Mahan is also President
and Member of the Board of Directors of the principal shareholder of the
Company, International Technology Industries Corp. (ITIC). Mr. Mahan is also an
officer and member of the Board of Directors of Equity Finance Holding
Corporation (EFHC). Although Mr. Mahan is not a shareholder of ITIC and not a
shareholder of EFHC, his presence on all three Boards of Directors has a
potential to create a conflict of interest between ITEL, ITIC and EFHC Boards of
Directors. The Company does maintain a policy on Conflict of Interest. This
policy requires a fiduciary duty on the part of each and every director and
officer of the Company. Should such a conflict develop, the appointed client
board member would withdraw from the discussion and vote on the issue before the
ITEL Board. In any potential conflict issue, it is the responsibility of the
individual director to state that they see a conflict and withdraw from the
discussion and voting on that topic. Further, the Board of Directors will also
determine if a conflict of interest exists pursuant to the policy of the
Company.

***Directors are empowered to enact policies, which may be contrary to shareholder
interests.*** Article B. of the Company's Memorandum and Articles of Association
empowers the Company's Board of Directors to vote in ways that could negatively
impact investors' holdings. A director is entitled to vote on any proposal
notwithstanding that he may have interest therein, provided before the proposal
is put to a vote he shall disclose the nature of his interest.

                                       10
***Directors May Take Actions That Might Enrich Themselves, Thus Placing
Shareholders At Risk Of Loss.*** There is no prohibition that prevents directors,
in the absence of an independent quorum, to vote compensation to themselves.
Directors may borrow money. There is no prohibition preventing the Company from
loaning money to directors. There is no retirement or non-retirement age
limitation with respect to directors. There is no requirement that directors own
shares of the Company's common stock. The Board may declare dividends that may
not benefit shareholders.

***Shareholders Might Not Be Entitled To Share In The Profits Of The Company.***
Shareholders are entitled to share in any surplus in the event of liquidation,
after all debts are paid and all securities having rights superior to common
shares are paid. There are no redemptions provisions for the Company's
securities. There are no sinking fund provisions for the Company's securities.
The Company's shares of common stock are not subject to further capital calls by
the Company. There are no provisions discriminating against any existing or
prospective holder or such securities as a result of such shareholder owning a
substantial number of shares. Therefore, shareholders might lose their right to
participate in the return on their investment.

***Shareholders Might Not Participate In Tne Annual Meeting Of Shareholders.***
ITEL, as a foreign private issuer is not subject to the proxy rules under the
Exchange Act, Section 14, thus shareholders might not be able to tender proxy
votes. Belize law doesn't require that an international business corporation
hold an annual general meeting of its shareholders. If an annual meeting of
shareholders and special meetings of shareholders may be called, the chairman,
the board of directors, or stockholders of 1/5th of the outstanding shares could
call it at any time. Only shareholders of record are entitled to attend the
shareholders meetings. Without an Annual General Meeting, minority shareholders
effectively have no voice in the decisions of the Company's Board of Directors.
Nor would they be able to influence the direction of the Company. Under Belize
Law, there would be no basis in Law for them to seek legal redress in the Courts
of Belize.

RISK FACTORS RELATED TO THE BUSINESS OPERATIONS OF THE COMPANY:

***The Company And Its Officers And Directors Will Be Liable For False Advertising
Or Misrepresented Claims And Said Liability May Create Loss For Investors.***
The Company and its officers and directors may be held liable for false
advertising or misrepresented claims about its products. In the event the
Company or its officers and directors are found liable for such, they may be
subject to civil monetary penalties as well as criminal sanctions in the form of
fines and prison sentences. If the foregoing occurs, the Company may have to
cease or suspend operations. One issue of liability is disclosure in the
Company's original registration document filing that the Company intended to
promote products as the most technologically advanced in the industry without
assurance that the products are in fact the most technologically advanced. A
second issue is the liability associated with management disclosing experience
with contract manufacturing of integrated circuit board in the original
registration document. A third issue the liability associated with disclosure of
a letter of intent to purchase Tech 2000 Corp. Tech 2000 Corp. has experience
with the circuit board manufacturing process. Tech 2000 Corp. provided the
information for the previous disclosure regarding the circuit board

                                       11

manufacturing process. At that time there was a conversation relative to
potential purchase by the Company of Tech 2000 Corp., which later resulted in a
letter of intent to purchase Tech 2000 Corp. That letter of intent to purchase
was terminated 10 May 2001. A fourth issue is liability associated with the
premature release of the ITEL "test web-site." The Company Registration
Statement Amendment 2. disclosed relevant information regarding the ITEL "test
website" (formerly: http://www.itelf.net) which was available to the public
between 19 April 2001 and 25 May 2001, the date it was taken offline. This
test-website appeared in anticipation of the execution of the letter of intent
from the Company to purchase Tech 2000 Corp. This purchase did not take place
and the agreement was not executed. Tech 2000 Corp. established the test-website
without authorization from the Company. The test-website consisted of nine pages
titled "ITEL" that linked to pages of the Tech 2000 Corp. website which is now
available to the public at http://www.tech2000corp.com/. A fifth issue of
liability is associated with a premature press release by Equity Finance Holding
Corporation stating that the Company was in the business of contract
manufacturing of integrated circuit boards. Equity Finance Holding Corporation
on 2 May 2001 issued a press release that stated the Company" is currently
engaged in the manufacturing of integrated circuit boards that is expanding to
global markets." That statement postdated the issuance of the letter of intent
to purchase Tech 2000 Corp. and predated the termination of that letter of
intent. The press release assumed that the transaction would be completed. When
the letter of intent was terminated and the purchase did not occur, this press
release incorrectly stated the subsequent facts. The registration statement is
currently clear that the Company has never engaged in the manufacturing of
integrated circuit boards and does not intend to do so. No material changes in
the Company's net sales or revenues have been or are expected as a result of the
incorrect information in the press release. The press release was issued by
Equity Finance Holding Corporation. The Company issued the press release without
authorization. Since press releases are not the precipitating cause of loss,
there is little probably, if any, of liability to either Equity Finance Holding
Corporation or the Company. No member of the public has raised the question and
no claim has been initiated. Nevertheless, the liability still poses potential
loss for shareholders.

***The Brokering Or Selling Of Computer Parts Is Extremely Competitive And If The
Company Is Unable To Compete Effectively, It Will Have To Cease Operations.***
The Company intends to broker computer hardware and software for a fee. The
brokering and selling of computer equipment is extremely competitive. There is
no assurance that the Company will be able to compete effectively in such a
market. If the Company is unable to compete in such an arena, it will have to
cease operations.

***The Company's Business May Be Adversely Impacted By Acquisitions That May Affect
The Company's Ability To Manage And Maintain The Company's Business.*** Since the
Company's inception, it has intended to acquire a number of businesses. In the
future, the Comapany may undertake acquisitions of businesses that complement
the Company's existing operations. Such future acquisitions could involve a
number of risks, including: - the possibility that one or more such acquisitions
may not close due to closing conditions in the acquisition agreements, the
inability to obtain regulatory approval, or the inability to meet conditions
imposed for government or court approvals for the transaction; - the diversion
of the attention of management and other key personnel; - the inability to

                                       12

effectively integrate an acquired business into the Company's culture, product
and service delivery methodology and other standards, controls, procedures and
policies; - the inability to retain the management, key personnel and other
employees of an acquired business; - the inability to retain the customers of an
acquired business; the possibility that the Company's reputation will be
affected by customer satisfaction problems of an acquired business; - potential
known or unknown liabilities associated with an acquired business, including but
not limited to regulatory, environmental and tax liabilities; - the amortization
of acquired identifiable intangibles, which may adversely affect the Company's
reported results of operations; and - litigation which has or which may arise in
the future in connection with such acquisitions. For example, the Company may be
required to spend significant management time operating this non-core business
unit and managing a potential divestiture. Further, there can be no guarantee
that the line of business will break-even or operate at a profit in the near
future, if at all. Any losses from the line of business will have a negative
impact on the Company's operating results.

***The Company's Business May Be Adversely Impacted By Divestitures Of Lines Of
Business That May Affect The Company's Ability To Manage And Maintain The
Company's Business.*** Since the Company's inception, it has planned to
divest ourselves of certain non-profit creating lines of the Company's business.
In the future, the Company may undertake such divestitures. Such future
divestitures could involve a number of risks, including: - the diversion of the
attention of management and other key personnel; - disruptions and other effects
caused by the divestiture of a line of business on the Company's culture,
product and service delivery methodology and other standards, controls,
procedures and policies; - customer satisfaction problems caused by the loss of
a divested line of business; and - the decreased diversification of the
Company's product lines caused by the divestiture of a line of business may make
the Company's operating results subject to increased market fluctuations. In
addition, any divested line of business could significantly outperform relative
to the Company's expectations.

***If The Company is Unable To Protect Customer's Intellectual Property, It May
Lose A Valuable Product Line Or May Incur Costly Litigation To Protect The
Company's Rights.*** At times, the Company may be notified that it may be in
violation of patents held by others. An assertion of patent infringement against
the Company, if successful, could have a material adverse effect on the
Company's ability to sell the Company's products, or could require a lengthy and
expensive defense that could adversely affect the Company's operating results.

***Shareholder Loss Might Result From No Market Studies.*** The Company has relied on
the assumptions, considerations and judgment of its directors, management and
officers in the formation of its business plan. No formal independent market
studies concerning the demand for its proposed services and products have been
conducted or proposed. The Company has not engaged any independently qualified
financial consultants and advisors in the carrying out of an analysis of the
effects and consequences this sale of Common Stock may have on the present and
future operations of the Company, the ability of the Company to obtain funds or
financing or the variations in share price due to additional shares being
available for sale.

                                       13

RISK FACTORS RELATED TO BEING A BELIZE CORPORATION:

***Because The Company, Without Shareholder Approval, Can Issue Shares With Rights
Superior To Those Of Common Shareholders, The Rights Of Common Shareholders Can
Essentially Be Eliminated.*** Because the Company, without shareholder approval,
can issue additional shares with rights superior to those of common
shareholders, a common shareholders right can essentially be eliminated through
dilution to an insignificant percentage of ownership of the outstanding
securities. The board determines the rights and preferences of shares at the
time of issuance. This dilution that may occur by the Company issuing newly
issued shares with multiple votes per share. However, newly issued shares are
not planned to have multiple votes.

***Because The Company's Articles Of Association Provide That These Securities Of
An Investor Will Be Subject To A Lien For Any Money Owed By An Investor To The
Company, The Company May Have Difficulty In Persuading Broker/ Dealers To Make
Markets In The Company's Securities.*** The Company's articles of association
provide that the Company will have a lien on an investor's securities for all
money owed to the Company by the investor. As such, the shares may be subject to
attachment and sale at anytime an unpaid debt is owed to the Company. Because an
orderly market requires the transfer of unencumbered, unrestricted shares and
because the foregoing provisions impedes both orderliness, market makers may be
reluctant to make a market in the Company's securities. This could result in an
investor's inability to sell or transfer his securities.

***Loss May Result From The Company's Articles Of Association Which Provide That
The Board Of Directors May Decline To Register Any Transfer Of The Securities;
The Company May Have Difficulty In Persuading Broker/Dealers To Make Markets In
The Company's Securities.*** The Company's Articles of Association provide that the
Company's board of directors may decline to register any transfer of the
Company's securities. Because an orderly market requires the unconditional
transfer of securities and because the foregoing provisions impedes the
unconditional transfer of securities, market makers may be reluctant to make a
market in the Company's securities. This could result in an investor's inability
to sell or transfer his securities.

***Indemnification Of Officers And Directors For Securities Liabilities Could
Create Loss of Return on Investment for Shareholders.*** The laws of Belize provide
that the Company could indemnify any Director, Officer, agent and/or employee as
to those liabilities and on those terms and conditions as provided for by law.
Further, the Company may purchase and maintain insurance on behalf of any such
persons whether or not the corporation would have the power to indemnify such
person against the liability insured against. The foregoing could result in
substantial expenditures by the Company and prevent any recovery from such
Officers, Directors, agents and employees for losses incurred by the Company as
a result of their actions. Further, the Company has been advised that in the
opinion of the Securities and Exchange Commission, indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable.

                                       14
***Shareholder Loss Might Result Because A U.S. Citizen Who Purchases Shares Of
Common Stock May Have Difficulty In Enforcing His Rights Against The Company.***
The Company is incorporated under the laws of Belize. Further, all of the
Company's assets are located in Belize. As such, a U.S. citizen may have
difficulty in enforcing his rights against the Company. In the event that a
shareholder sues the Company in the United States and obtains a judgment in
federal or a state court, the shareholder may find that it is impracticable or
impossible to enforce his judgment in Belize, unless he travels to Belize to do
so. Further, Belize laws do not grant much, if any, protection to consumers in
general. Accordingly, it is quite possible that any judgment obtained against
the Company outside of the United States will be unenforceable in Belize.

***The International Business Company Legislation Enacted In 1990 By Belize,
Central America, The Company's Domicile, May Impact Investor's Holdings.*** Since
Belize IBC law is designed to protect the Company, it may not protect the
shareholders. The key features of the Belize act are as follows: no income tax,
stamp duty, estate taxes, capital gains or withholding tax: having only one
shareholder/subscriber permitted; share may be held by corporations or trusts; a
single director allowed which may be a corporation or trust; on-disclosure of
beneficial owners; bearer shares permitted - shares maybe issued without par
value; IBC'S can be used for financial management, investment holding, ship or
property ownership, share ownership of other companies, leasing of assets,
copyrighting and/or licensing as well as general commercial trading no exchange
control; private label company availability; low fees for setup and renewal; no
statutory accounting or auditing records need to be filed in Belize; no minimum
capital requirements. Minimal restrictions: cannot carry on business with
residents of Belize; cannot own real estate in Belize; cannot operate as a bank
or an insurance company unless an offshore banking license is granted; cannot
provide Registered Office Or Serve As Registered Agent; An IBC must maintain a
Registered Agent and a Registered Office in Belize. Also, governing law does not
require that shareholders elect all directors.

***Shareholder Rights May Be At Risk As A Result Of The Company Organizing In
Belize, Central America.*** In Belize, there is no established body of corporate
law on which shareholders can rely for clarifying and protecting their rights.
These rights differ materially from typical rights of investors in U.S.
companies. For example, (1) Shareholders do no have the right to approve mergers
and sales of substantially all of the Company assets by a vote of the majority
of common shares outstanding, and (2) Appraisal rights do not exist by law. (In
Belize, there is not an established body of law upon which shareholders can rely
for clarifying and protecting their rights.) The Company lacks offices in the
United States. Most of Company directors and officers reside outside the United
States. Therefore, it may be difficult to serve process upon them in the United
States or to collect upon a judgment obtained in the United States against them.
There is doubt as to the enforceability of liabilities predicated on U.S.
federal securities laws determined in original actions in Belize and judgments
of U.S. courts obtained in actions based upon the civil liability provisions of
U.S. federal securities laws are not enforceable in Belize. Moreover, no treaty
exists between the United States and Belize for the reciprocal enforcement of
foreign court judgments. Consequently, the Company's American shareholders may
be effectively prevented from pursuing remedies under U.S. federal securities
laws against the Company, its officers and directors.

                                       15
***Company Operations May Suffer Loss Relative To Currency Fluctuations And Foreign
Exchange Controls Yield A Loss For Shareholders.*** As part of the Company's
ordinary business operations, the Company will be required to make purchases
from suppliers. The Company may be required to accomplish such purchases through
the use of foreign currencies other than the United States dollar. As a result,
fluctuations in exchange rates of the United States dollar against foreign
currencies could adversely affect the Company's results of operations. The
Company may attempt to limit its exposure to the risk of currency fluctuations
by purchasing forward exchange contracts that could expose the Company to
substantial risk of loss. In such a transaction, the Company would purchase a
predetermined amount of foreign currency to ensure that the Company in the
future will own a known amount of such currency to pay for goods at a
predetermined cost. The Company believes that the use of such transactions will
successfully allow the Company to better determine costs involved in its
operations, and thus better manage currency fluctuations. There can be no
assurance that the Company will in the future successfully manage its exposure
to currency fluctuations or that such fluctuations will not have a material
adverse effect on the Company.

***Investors May Suffer Loss From Political Policies And Foreign Operations Of The
Company.*** The Company anticipates dealing with international companies in the
future. The Company's operations may be affected by economic, political,
governmental, infrastructure and labor conditions in countries where the Company
operates and/or has contractual relationships with other international companies.

Investors Rights To Litigation Are Limited. Investors cannot bring actions under
the civil liability provisions of the U. S. federal securities laws against the
Company; it's officers, directors and experts. Investors cannot affect service
in the United States against the Company; it's officers, directors and experts.
Investors cannot enforce judgments obtained in a U. S. court against the
Company, it's officers, and directors and experts based upon the civil liability
provisions of the U. S. Federal securities laws. Investors cannot enforce, in
the Belize Courts, judgments of U. S. Courts made under the civil liability
provisions of the U. S. federal securities laws against the Company, it's
officers, directors and experts. Investors cannot bring an original action under
the civil liability provisions of the U. S. federal securities laws in the
Belize Courts.

***Shareholders Might Suffer Loss Because Belize Is Not Considered An Independent
Country.*** Mexico and Guatemala now recognize Belize as an independent country.
However, that recognition is the result of economic pressure by the United
States and the British Government's willingness to send their troops to protect
Belize's Border with Guatemala. There can be no assurance that neither Mexican
nor Guatemalan recognition of Belize would continue, without the protection of
the United States and Great Britain. If an invasion occurred, Belize's history
of political stability would end. Business would be impossible to conduct in
Belize.

***The Company, And Its Shareholders, Has Suffered Loss Because Belize Is Subject
To Annual Hurricanes.*** In 2001, a Force IV Hurricane destroyed most of the
buildings in the Toledo District of Belize, including the Company's office in
Punta Gorda Belize. As with any natural disaster, Hurricanes cause economic loss
and some of this loss must be borne by the Company.

                                       16
***The Belize Economy Is Highly Dependent Upon Tourist Travel, The Loss Of Which
Could Create Loss For Company Investors.*** The primary attraction for foreign
tourists is the Belize Reef, which is the second largest reef in the World. The
Belize Reef is dying. Without the Belize Reef to attract Tourists, the Belize
Economy may go into a serious recession.

Such circumstances could create loss for the Company and its shareholders.

***Shareholders And The Company Could Encounter Loss Due To The Poverty In Belize.***
Like most Central America countries, Belize faces high unemployment problems and
limited employment prospects for a rapidly growing workforce. Belize has the
highest rate of people who are HIV positive in Central America. The AIDS Public
Health problem can't be met with the resources currently available to Belize.
Theft and disease from potential employees of the Company might create loss for
the Company and investors.

***Shareholders And The Company Could Encounter Loss Due To The High Crime In
Belize.*** Belize City and Dangriga have crime rates equal to New York City, Los
Angeles or Chicago. Historically, most crime was petty theft. However, the
spread of crack cocaine into these urban areas has lead to a significant
increase in violent crime. The potential for violent crime discourages tourists
and increases the risks in doing any type of business.

***Shareholder Loss Might Result From Incomplete Knowledge Of Company Insiders.***
The Company insiders' are entities whose purpose, activities and ownership are
unknown to management. Without knowing the beneficial ownership of the Company,
shareholders might not have necessary information to avoid loss of investment.

RISK FACTORS RELATED TO TAXATION:

***An Investor May Not Be Able To Make A Beneficial Tax Election As A Result Of The
Company's Unwillingness To Provide Necessary Information.*** There is a chance that
the Company could become a passive foreign investment company. If that occurs an
investor may be able to make favorable tax election, provided he is notified of
the favorable tax status. The Company, however, has decided that it may or may
not provide the information necessary for investors to make favorable tax
elections. As a result, an investor may lose such favorable tax election.

**If The Company Is Judged A Foreign Passive Investment Company, Investors May
Suffer A Loss From Tax Consequences To The Investor.** As a foreign
corporation with U.S. Holders, the Company could potentially be treated as a
passive foreign investment company ("PFIC"), as defined in Section 1297 of the
Code, depending upon the percentage of the Company's income which is passive, or
the percentage of the Company's assets which is held for the purpose of
producing passive income.

                                       17

Certain United States income tax legislation contains rules governing PFIC that
can have significant tax effects on U.S. shareholders of foreign corporations.
These rules do not apply to non-US. shareholders. Section 1297 of the Code
defines a PFIC as a corporation that is not formed in the United States and, for
any taxable year, either (i) 75% or more of its gross income is "passive
income," which includes interest, dividends and certain rents and royalties or
(ii) the average percentage, by fair market value (or, if the company is a
controlled foreign corporation or makes an election, by adjusted tax basis) of
its assets that produce or are held for the production of "passive income" is
50% or more.

A U.S. shareholder who holds stock in a foreign corporation during any year in
which such corporation qualifies as a PFIC is subject to U.S. federal income
taxation under one of two alternative tax regimes at the election of each such
U.S. shareholder (the deferred tax charge regime and the Qualified Election Fund
"QEF" regime). The following is a discussion of these two alternative tax
regimes as applied to U.S. shareholders of the Company. Both regimes, however,
may apply if the shareholder makes the QEF election after the first year in
which it owned stock in the PFIC.

A U.S. shareholder who elects in a timely manner (an "Electing U.S.
Shareholder") to treat the Company as a QEF, as defined in the Code, will be
subject, under Section 1293 of the Code, to current federal income tax for any
taxable year in which the Company qualifies as a PFIC on his or her pro-rata
share of the Company's: (i) "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), which will be taxed as long-term
capital gain to the Electing U.S. Shareholder and (ii) "ordinary earnings" (the
excess of earnings and profits over net capital gain), which will be taxed as
ordinary income to the Electing U.S. Shareholder, in each case, for the
shareholder's taxable year in which (or with which) the Company's taxable year
ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Shareholder to (i)
generally treat any gain realized on the disposition of his or her Common Shares
(or deemed to be realized on the pledge of his or her Common Shares) as capital
gain; (ii) treat his or her share of the Company's net capital gain, if any, as
long-term capital gain instead of ordinary income, and (iii) either avoid
interest charges resulting from PFIC status altogether, or make an annual
election, subject to certain limitations, to defer payment of current taxes on
his or her share of the Company's annual realized net capital gain and ordinary
earnings subject, however, to an interest charge. If the Electing U.S.
Shareholder is not a corporation, such an interest charge would be treated as
"personal interest" that can be deducted only when it is paid or accrued and is
only 10% deductible in taxable years beginning in 1990 and not deductible at all
in taxable years beginning after 1990.

The procedure with which a U.S. shareholder must comply in making an effective
QEF election will depend on whether the year of the election is the first year
in the U.S. shareholder's holding period in which the Company is a PFIC. If the
U.S. shareholder makes a QEF election in such first year, i.e. a timely QEF
election, then the U.S. shareholder may make the QEF election by simply filing
the appropriate documents at the time the U.S. shareholder files its tax return

                                       18

for such first year. If, however, the Company qualified as a PFIC in a prior
year, then in addition to filing documents, the U.S. shareholder must elect to
recognize (i) (under the rules of (S)1291 (discussed below), any gain that he
would otherwise recognize if the U.S. shareholder sold his or her stock on the
application date or (ii) if the Company is a controlled foreign corporation, the
U.S. shareholder will be deemed to have made a timely QEF election.

When a timely QEF election is made, if the Company no longer qualifies as a PFIC
in a subsequent year, normal Code rules will apply. It is unclear whether a new
QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S.
shareholders should seriously consider making a new QEF election under those
circumstances.

If a U.S. shareholder does not make a timely QEF election during a year in which
it holds (or is deemed to have held) the Common Shares in question and the
Company is a PFIC (a "Non-electing U.S. Shareholder"), then special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reason of a pledge) of his or her
Common Shares and (ii) certain "excess distributions," as specially defined, by
the Company.

A Non-electing U.S. Shareholder generally would be required to pro-rate all
gains realized on the disposition of his or her Common Shares and all excess
distributions over the entire holding period for the Common Shares. All gains or
excess distributions allocated to prior years of the U.S. shareholder (other
than years prior to the first taxable year of the Company during such U.S.
shareholder's holding period and beginning after January 1, 1987 for which it
was a PFIC) would be taxed at the highest tax rate for each such prior year
applicable to ordinary income. The Non-electing U.S. Shareholder also would be
liable for interest on the foregoing tax liability for each such prior year
calculated as if such liability had been due with respect to each such prior
year. A Non-electing Shareholder that is not a corporation must treat this
interest charge as "personal interest" which, as discussed above, is partially
or wholly non-deductible. The balance of the gain or the excess distribution
will be treated as ordinary income in the year of the disposition or
distribution, and no interest charge will be incurred with respect to such
balance.

If the Company is a PFIC for any taxable year during which a Non-electing U.S.
Shareholder holds Common Shares, then the Company will continue to be treated as
a PFIC with respect to such Common Shares, even if it is no longer definitionaly
a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by
electing to recognize a gain (which will be taxed under the rules discussed
above for Non-Electing U.S. Shareholders) as if such common shares had been sold
on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the Department of the Treasury has issued
proposed regulations that would treat as taxable certain transfers of PFIC stock
by Non-electing U.S. Shareholders that are generally not otherwise taxed, such
as gifts, exchanges pursuant to corporate reorganizations, and transfers at
death. Certain special, generally adverse, rules will apply with respect to the
Common Shares while the Company is a PFIC whether or not it is treated as a QEF.
For example under Section 1298(b)(6) of the Code, a U.S. shareholder who uses
PFIC stock as security for a loan (including a margin loan) will, except as may
be provided in the regulations, be treated as having made a taxable disposition
of such stock.

                                       19

The foregoing discussion is based on existing provisions of the Code, existing
and proposed regulations thereunder, and current administrative rulings and
court decisions, all of which are subject to change. Any such change could
affect the validity of this discussion. In addition, the implementation of
certain aspects of the PFIC rules require the issuance of regulations which in
many instances have not been promulgated and which may have retroactive effect.
There can be no assurance that any of the proposals will be enacted or
promulgated, and if so, the form they will take or the effect that they may have
on this discussion. Accordingly, and due to the complexity of the PFIC rules,
U.S. persons who are shareholders of the Company are strongly urged to consult
their own tax advisors concerning the impact of these rules on their investment
in the Company.

Controlled Foreign Corporation. If more than 50% of the voting power of all
classes of stock or the total value of the stock of the Company is owned,
directly or indirectly, by citizens or residents of the United States, United
States domestic partnerships and corporations or estates or trusts other than
foreign estates or trusts, each of whom own 10% or more of the total combined
voting power of all classes of stock of the Company or the total value of the
stock of the Company ("United States shareholder"), the Company could be treated
as a "controlled foreign corporation" under Subpart F of the Code. This
classification would result in many complex consequences including the required
inclusion into income by such United States shareholders of their pro rata
shares of "Subpart F income" (as specially defined by the Code) of the Company
and the Company's earnings invested in U.S. property and previously excluded
Subpart F withdrawn from certain types of investments (as specifically defined
by the Code). In addition, under Section 1248 of the Code, gain from the sale or
exchange of Common Shares of the Company by a U.S. person who is or was a United
States shareholder (as defined in the Code, a holder of Common Shares of the
Company who is or was a United States shareholder at any time during the five
year period ending with the sale or exchange) is treated as ordinary dividend
income to the extent of earnings and profits of the Company attributable to the
stock sold or exchanged. Because of the complexity of Subpart F, and because it
is not clear that Subpart F would apply to the holders of Common Shares of the
Company, a more detailed review of these rules is outside the scope of this
discussion.

**The Shareholder May Suffer Loss By Reclassification Of The Company's Foreign
Personal Holding Company Status.** A foreign corporation will be classified as
a foreign personal holding company (an "FPHC") if (i) at any time during the
Company's taxable year, five or fewer individuals, who are United States
citizens or residents, directly or indirectly own more than 50% of the
corporation's stock (by either voting power or value) (the "FPHC shareholder
test") and (ii) the corporation receives at least 60% of its gross income
(regardless of source), as adjusted, from certain passive sources (the "FPHC
income test"). After its initial year of qualification as an FPHC, a corporation
may remain an FPHC even if only 50% of its gross income is FPHC income (i.e.,
passive income such as interest, dividends, etc.).

                                       20

The Company believes that it does not satisfy, and expects that it will continue
to fail to satisfy, the FPHC income test. The Company believes that the FPHC
shareholder test also was not met prior to the Offering and will not be met
immediately after the Offering. However, due to a number of factors (including
the FPHC stock attribution rules, possible change in residence by current
indirect shareholders, and possible acquisition of Common Stock by purchase,
gift, or bequest by individuals related to or partners of current indirect
shareholders) there can be no assurance that the Company will not become an FPHC
in the future.

If the Company were classified as an FPHC, U.S. Holders (including certain
indirect holders) would be required to include in income their pro rata share of
the Company's undistributed FPHC income if they were holders on the last day of
the Company's taxable year (or if earlier, the last day on which the Company
satisfies the shareholder test). Such income would be taxable to such persons as
a dividend, even if no cash dividend were actually paid. In such a case, a U.S.
Holder would be entitled to increase its tax basis in the Common Stock by the
amount of such deemed FPHC dividend. U.S. Holders who dispose of their Common
Stock prior to the date discussed above would not be subject to these rules.
Moreover, if the Company became an FPHC, United States persons who acquire
Common Stock from decedents would not receive a "stepped-up" basis in such
Common Stock. Instead, such a holder would have a tax basis equal to the lower
of fair market value or the decedent's basis. The Company will notify U.S.
Holders in the event that it concludes that it is classified as FPHC for any
taxable year.

**The shareholder may suffer loss resulting from the Company becoming liable
for Personal Holding Company Tax.** A corporation will be classified as a
personal holding company (a "PHC") if (i) at any time during the last half of
the Company's taxable year, five or fewer individuals own more than 50% of the
corporation's stock (by value) directly or indirectly (the "PHC Shareholder
test") and (ii) the corporation receives at least 60% of its gross income, as
adjusted, from certain passive sources (the "PHC Income test"). However, if a
corporation is an FPHC (see above) it cannot be a PHC.

The Company believes that it does not satisfy, and will continue to fail to
satisfy, the PHC shareholder test. The Company believes that the PHC income test
will not be met for the current taxable year and that it consequently will not
be classified as a PHC. However, there can be no assurance that the Company will
not become a PHC in the future.

A corporation classified as a PHC is subject to a 39.6% tax on its undistributed
personal holding company income. Foreign corporations (such as the Company)
determine their liability for PHC tax by considering only (i) gross income
derived from United States sources and (ii) gross income which is effectively
connected with a United States trade or business (collectively, "U.S. Taxable
Income").

RISK FACTORS RELATING TO MEETING UNITED STATES SECURITIES AND EXCHANGE
COMMISSION DEFINITIONS:

**Risk Of The Company Being Unable To Raise Funds In The United States May
Result In Shareholder Loss.** The Company is at significant risk of being
considered a blank check company under the Securities Act, Rule 419. This would
potentially restrict the Company's ability to raise capital through offerings
registered in the United States. It would not restrict funds being raised
outside the United States or through private placement. The Company's 20-F
filing is a registration statement not an offering memorandum. The Company does
not intend to seek to raise money within the United States.

                                       21
**Shareholders may suffer loss from the Company being classified by the SEC as an
unregistered investment company because of lack of operations**. If the
Company continues to have no operations, and engages in only fund raising
activities, the U.S. Securities and Exchange Commission could classify the
Company as an unregistered investment company in violation of the Investment
Company Act of 1940. The Company will seek to make acquisitions and in that
context may seek to raise funds. However, at present, the Company is not seeking
to raise funds for the sake of raising funds. The Company believes that it does
not meet the definition of an unregistered investment company. However, such a
classification could become possible.

**Loss Relative To The Stock Trading Requirements Of SEC Rule 144 May impact
shareholders.** Ninety percent (90%) of the Company's issued shares are
insider shares. They are subject to Rule 144. This means that these shares
cannot be sold for one year. At the end of the one-year holding period, these
shares would be subject to the Insider Trading Rules that would limit the rate
of sale of insider shares into the United States Market. However, any sale of
insider shares will adversely affect the Company's share price. Should the
Company issue shares in the future the additional shares would dilute present
shareholder equity in the Company. The sale of such shares would adversely
affect the Company's share price. While such insider sales would be subject to
American Securities Laws, the result of such sales risks the loss in any
investment made by shareholders in the Company's stock.

RISK FACTORS RELATED TO THE COMPANY'S DEPENDENCE UPON THIRD PARTIES:

**If Equity Finance Holding Corporation Fails, The Company May Fail And
Shareholders May Lose Their Investment.**Because the Company is depending on
EFHC to assist with raising funding, the Company may not be able to raise funds
to meet disclosed obligations and operations, if EFHC fails. The Company has no
financial obligation to Equity Finance Holding Corporation. Total payment from
Tech 2000 Corp. to Equity Finance Holding Corporation, for management consulting
services, was an amount of US$145,000 with payments spread over 8 months. There
is no financial obligation after the Company trades the NASD OTCBB. EFHC has
established a relationship with the Company that should result in future
business in the form of referrals. While EFHC is still not profitable, EFHC has
survived several years being unprofitable and has every reason to believe that
it will continue to survive. However, there is a risk that EFHC will fail. In
that event, there is a significant risk to the Company that EFHC will not be
able to assist the Company find funding.

***The Company's 20-F Filing Completion Depends Upon The Help Of Equity Finance
Holding Corp.*** The EFHC auditors have expressed concerns about the
financial viability of EFHC in a "Going Concern" note to EFHC's last audit.
Since EFHC is completing the Company SEC registration statement, Form 20-F, that
process cannot be depended upon being completed if EFHC fails.

**The Shareholder May Suffer Loss Related To Management's Ability To Change The
Nature Of Business Operations.** The Company has no obligation to engage in
the business described in the registration statement. Present management has
disclosed the intent of the Company to engage in the disclosed business.
Management could, at some future time, engage in presently unknown business
opportunities other than those the Company has presently disclosed in this
registration document.

                                       22

RISK FACTORS RELATED TO POLITICAL AND ECONOMIC STABILITY IN GLOBAL OPERATIONS:

**The Company Shareholders May Suffer Loss Related To International Operations And
Particular Operations In The PRC And Hong Kong As A Result Of Political And
Economic Developments.** Since the Company targets Asia and particularly the
Peoples Republic of China as a business location, the shareholders may suffer
loss doing business in China. Pursuant to the Sino-British Joint Declaration,
the government of the PRC began to exercise sovereignty over Hong Kong,
effective July 1, 1997, through the Hong Kong Special Administrative Region,
which was established pursuant to Article 31 of the PRC constitution. The PRC
has agreed that (i) Hong Kong's current social and economic system will remain
unchanged for 50 years after July 1, 1997, with the Special Administrative
Region to be administered by local inhabitants under the PRC's "Basic Law," and
(ii) the laws currently enforced in Hong Kong will remain largely unchanged and
foreign investment will be protected by the law. There can be no assurance that
the Basic Law as adopted in its present form will not be changed or interpreted
in a materially adverse manner for the Company in the future or that any such
changes or interpretations would not be given retroactive effect. As of December
2000, we were required by the government of the Hong Kong Special Administrative
Region to comply with its laws and regulations in connection with the Mandatory
Provident Fund ("MPF") to be set up for each of our employees. We believe that
all of our operations in Hong Kong are in compliance with the relevant laws and
regulations of the Hong Kong Special Administrative Region, however, amendment
of its existing laws and regulations may impose additional requirements and
compliance with such laws and regulations may require us to incur significant
capital expenditures or liabilities, which could create substantial financial
burden and hence make it impractical, inefficient or impossible for us to
conduct business in or from Hong Kong.

**The Company Shareholder may suffer loss from the PRC Exchange Controls and Other
Limitations affecting Security Holders.**There are no exchange control
restrictions on the payment of dividends on the Common Stock in Hong Kong. The
shares of Common Stock of the Company are issued in the currency of the United
States. Should the Company decide to take on purchases and sales for or with our
customers in the currency of the PRC, the Renminbi, we would subject ourselves
to dealing with a currency that is not freely convertible into foreign currency.
The PRC government imposes control over its foreign currency reserves in part
through direct regulation of the conversion of Renminbi into foreign currency
and through restrictions on foreign trade. Prior to January 1, 1994, the PRC had
a dual exchange rate system, which consisted of the rate fixed time-to-time by
the PRC State Administration of Exchange Control (the "SAEC") and the rates
prevailing in the various swap centers around the country (the "Swap Rates"). In
most cases, foreign enterprises satisfied their need for foreign currency
through such means as exporting products for foreign currency, selling "import
substitute" products in the PRC for payment in foreign currency, or accessing a
swap center. Among the more widely used Swap Rates was the rate at the swap
center in Shanghai. Effective January 1, 1994, a new unitary, managed
floating-rate system was introduced in the PRC to replace the previous
dual-track foreign exchange system, which was abolished pursuant to the Notice
of the People's Bank of China Concerning Further Reform of the Foreign Currency
Control System (the "PBOC Notice"). The conversion of Renminbi into U.S. dollars

                                       23

must now be based on the rate set by the People's Bank of China, which is set
based on the previous day's PRC interbank foreign exchange market rate and with
reference to current exchange rates on the world financial markets. In
furtherance of these currency reforms, the China Foreign Exchange Trading Center
(the "CFETC") was formally established in Shanghai and began operating in April
1994. The establishment of the CFETC was originally intended to coincide with
the phasing out of the swap centers. However, the swap centers have been
retained as an interim measure and it is envisaged that the local swap centers
will be phased out gradually.

Currently, foreign investment enterprises ("FIEs") in the PRC (including
Sino-foreign equity and co-operative joint ventures) are required to apply to
the local bureau of the SAEC for "foreign exchange registration certificates
foreign investment enterprises." Upon the presentation of appropriate
documentation, FIEs may enter into foreign exchange transactions at swap
centers, or in the future, in the event the unitary exchange rate system is
implemented as anticipated, through the unified market when all swap centers are
consolidated under the CFETC. On January 29, 1996, the State Council promulgated
the Regulations of the People's Republic of China Regarding Foreign Exchange
Control (the "Regulations") that came into effect on April 1, 1996. Pursuant to
the Regulations, conversion of Renminbi into foreign exchange for current
account items is permissible. Conversion of Renminbi into foreign exchange for
capital items, such as direct investment, loans or security is still under the
sole jurisdiction and requires approval of the SAEC.

As a result of the adoption of the unitary exchange rate system on January 1,
1994, the official bank exchange rate for Renminbi to U.S. dollars experienced
an immediate devaluation of approximately 50% to US$1.00 .2 = Rmb 8.7000. Any
future volatility or devaluation of the Renminbi could have a material adverse
effect on the Company's business, results of operations and financial condition.

As the Company has not entered into any Renminbi-denominated purchases or sales
for or with customers, they currently do not have to obtain any required
approvals for the conversion and remittance abroad of foreign currency necessary
for the operations of any of the Company's business in the PRC. However, if the
Company does transact business in Renminbi in the future and obtain the required
approvals, such approvals do not guarantee the availability of foreign currency,
and no assurance can be given that the Company will be able to convert
sufficient amounts of foreign currency in the PRC's foreign exchange markets in
the future at acceptable rates, or at all, for the repayment of debt, payments
of interest, purchases of equipment or payment of dividends, if any, and
payments for services and other contracts.

All of the Company's sales and purchases for and with customers will be
denominated in U.S. Dollars. If the Company were to transact business in
Renminbi or other currencies, it would subject itself to a variety of risks
associated with changes among the relative currency values. The Company does not
currently hedge its foreign exchange positions. Since 1983, the Hong Kong
government has maintained a policy of linking the U.S. Dollar and the Hong Kong
Dollar at an exchange rate of approximately HK$7.75 to US$1.00. There can be no
assurance that such link will be continued, although the Company is not aware of
any intention of the Hong Kong government to abandon such link. The PRC
government sets the exchange rate between the Renminbi and all other currencies.

                                       24

Over the last five years, the Renminbi has experienced significant devaluation
against most major currencies. If the value of the Renminbi (if the Company were
to transact business for or with customers in Renminbi) or the Hong Kong Dollar
decreases relative to the U.S. Dollar, such fluctuations may have a positive
effect on the results of Renminbi relative to the U.S. Dollar would increase the
expenses and therefore would have a material adverse effect on business,
financial condition and results of operations.

**Political And Economic Instability In The PRC May Result In Loss To The
Company Shareholders.** Since 1979, the PRC adopted an open-door policy and
the country is gradually shifting itself towards a more market-oriented economy.
Such reforms have resulted in significant economic growth and social progress.
Many of the reforms are unprecedented or experimental and will be refined and
improved upon. The reforms over the past 20 years have significantly opened up
the country's investment and business environment compared with the past, but as
the economy is now at a transitional stage, a number of reforms are subject to
further refinements and readjustments. The Company is operating on the
assumption that, in the long term, such refinements and readjustments should in
most cases improve the overall investment and business environment that would be
advantageous. However, there is no guarantee that such reforms will benefit the
Company immediately, and it is difficult to determine whether such reforms may
have direct or indirect negative impacts on the business and operations in the
future.

**The Legal And Regulatory Framework Of The PRC Could Create Losses For The
Company Shareholders.** The National People's Congress, or its Standing
Committee, is responsible for the passing of new laws of the PRC and any
amendments thereto. The PRC legal system is based on written statutes. Court
judgments are therefore not legally binding - although judges in subsequent
cases will often make reference to them in forming their judgment. The
interpretation of the PRC laws may be subject to policy changes reflecting the
domestic, political and social developments at the time. Since 1979, to
facilitate foreign investments and to meet the needs of investors, the PRC
government has been developing and modifying its economic systems by
promulgating a series of economic related laws and regulations. As the legal
system of the PRC keeps evolving, the promulgation of new legislation, the
changes to existing laws and regulations and the precedence of national laws
over local regulations may have negative impacts on foreign investors. Although
throughout the past 19 years, the legal system of the PRC in general has been
evolving in favor of foreign investors, there is no guarantee that the changes
and modifications of laws and regulations in future will be advantageous to
foreign investors as in the past. Therefore uncertainty exists as to changes to
and/or development of any PRC laws and regulations and of the legal system
itself. There is no assurance that any change in and interpretation of the PRC
laws and regulations in future will not have any adverse effect on our business
and prospects.

RISK FACTORS RELATED TO OPERATING IN AN INTERNATIONAL ELECTRONICS AND
SEMICOUDUCTOR INDUSTRY ENVIRONMENT:

***Shareholders Might Encounter Loss Resulting From The Company's Business Is
Impacted By The Slowdown In Economies Worldwide.***The Company's business
is dependent on current and anticipated market demand for electronics, which has
been negatively impacted by the slowdown in the economies of the United States,

                                       25

Asia, and elsewhere that began in the second half of 2000. The uncertainty
regarding the growth rate of the worldwide economies has caused companies to
reduce capital investment. These cutbacks have been particularly severe in the
electronics and semiconductor industry that the Company serves. We cannot
predict if or when the growth rate of worldwide economies will rebound or
whether the growth rate of the Company's business will rebound when the
worldwide economies begin to grow. While the Company's diverse businesses may
allow the Company to perform better than some companies in periods of economic
decline, the effects of the economic decline are being felt across all
electronics business.

***The Company's Business Is Dependent On The Current And Anticipated Market For
Electronics And Shareholder Loss Could Result From A Bad Estimate Of The Market.****The volatility of this market creates a situation whereby the company cannot be
reliable in market estimates.* The Company's business and results of operations
depend in significant part upon capital expenditures of manufacturers of
semiconductors and other electronics, which in turn depend upon the current and
anticipated market demand for those products. The current and anticipated market
demand for electronics has been impacted by the economic slowdown that began in
the latter portions of 2000 and by the terrorist attacks of September 11, 2001.
Historically, the electronics and semiconductor industry has been highly
cyclical with recurring periods of over supply, which often has had a severe
negative effect on demand. The Company believes that the markets for newer
generations of electronic products such as those the Company brokers and markets
will also be subject to similar fluctuations. The Company is dependent on the
timing of customer orders and the deferral or cancellation of previous customer
orders. The Company cannot assure that any future increase in sales or bookings
for a calendar quarter will be sustained in subsequent quarters. In addition,
any factor adversely affecting the electronics industry or particular segments
within the electronics industry may adversely affect the Company's business,
financial condition and operating results.

***The Company Has Taken And Expects To Continue To Take Measures To Address The
Recent Slowdown In The Market For The Company's Future Products That Could Have
Long-Term Effects On The Company's Business.*** The Company has taken and expects
to continue to take measures to address the recent slowdown in the market for
its future products. In particular, the Company has frozen hiring, delayed
salary increases, deferred pay to officers, discontinued planned offerings of
some products, and delayed the Company's planned expenditures and expense
budgets. These measures will reduce the Company's expenses in the face of
decreased revenues due to potential decreased or cancelled future customer
orders. However, each of these measures and any additional measures taken in the
future to contain expenditures could have long-term effects on the Company's
business by reducing the Company's pool of technical talent, decreasing or
slowing improvements in product offerings, and making it more difficult for the
Company to respond to customers.

                                       26
***If The Company Fails To Acquire New Product Lines To Adapt To The Company's
Customers' Needs And If The Company's Customers Fail To Accept The Company's New
Products, It Will Adversely Affect The Company's Revenues.*** The Company believes
that the Company's marketing position depends primarily on the technical
competence and creative ability of the Company's suppliers. The supplier's
development of new technologies, commercialization of those technologies into
products, and market acceptance and customer demand for those products is
critical to the Company's success. Successful product development and
introduction depends upon a number of factors, including: - new product
selection; development of competitive products by competitors; - timely and
efficient completion of product design; and -supplier's timely and efficient
implementation of manufacturing and assembly processes and product performance
at customer locations.

***Intense Competition In The Company's Industry May Affect The Company's Revenues
And Shareholder May Suffer Loss.*** Since the company only markets and brokers
products produced by others, and does not manufacture its own products, it faces
substantial competition, throughout the world, in each of the Company's
operating segments. Some of these competitors also have substantial financial
and other resources to pursue engineering, manufacturing, marketing and
distribution of their products. The Company also faces competition from
international suppliers at several of the Company's customers. Some of the
Company's competitors have introduced or announced new products with certain
performance characteristics that may be considered equal or superior to those
the Company plans to offer. The Company expects competitors to continue to
improve the performance of their current products and to introduce new products
or new technologies that provide improved cost of ownership and performance
characteristics. New product introductions by competitors could cause a decline
in sales or loss of market acceptance of the Company's products. Moreover,
increased competitive pressure could lead to intensified price based
competition, which could materially adversely affect the Company's business,
financial condition and results of operations.

***The Company Is Subject To Risks Of Operating Internationally; Therefore
Shareholders Are Accepting A Global Business Risk.*** The Company expects to derive
a significant portion of the Company's total revenue from customers outside the
United States. The Company's international sales are subject to significant
risks and difficulties, including: - unexpected changes in legal and regulatory
requirements and in policy changes affecting the Company's markets; - changes in
tariffs and exchange rates; - political and economic instability and acts of
terrorism; - difficulties in accounts receivable collection; - difficulties in
staffing and managing international operations; and - potentially adverse tax
consequences, such as the World Trade Organization's dispute against the U.S.
Foreign Sales Credit.

***Reliance On The Suppliers And Manufacturers In The PRC And Other Countries In
Asia Could Result In Shareholder Loss.*** The Company is heavily reliant on
suppliers and manufacturers in the PRC and other Asian Countries to fulfill
specific requests and orders placed by customers. While the Company's directors,
management and officers do not limit sourcing activities in the PRC, it is
anticipated that the Company will carry out a substantial portion of such
sourcing activities in the PRC. Therefore, this aspect of ITEL's business is
subject to changes in economic, political and social conditions in the PRC.
There can be no assurance that such changes will not adversely affect the
execution of the contemplated business plan by the directors and officers and
management.

                                       27

ADDITIONAL RISK FACTORS:

***Shareholder Loss May Result From Poor Management of Potential Growth.***
The Company's ability to manage future potential growth, if any, will require a
continual process of implementation and improvement in our operational,
financial and management information systems and control; employment and
effective training of its new employees, including management, marketing and
technical personnel; and also proper motivation and management of our new
employees so as to allow our overall operations to flow effectively and to
integrate them into our corporate culture. Although the directors and officers
have previously contributed to the growth of other companies, there can be no
assurance that the management will be able to achieve similar or identical
results and performances successfully. If the Company fails to manage future
potential growth effectively or loses the services of one or more of its key
personnel, it would incur a material adverse effect on the results of operations
and the ability to execute the Company's business strategy.

***Shareholders Cannot Be Assured Of The Company's Ability to Attract and Retain
Qualified Personnel.*** The Company's ability to attract and retain qualified
personnel is critical to the implementation of its business plan. No assurances
can be given that the Company will be able to retain or attract such qualified
personnel or agents to implement its business plan successfully. If for any
reason, the Company were unable to attract and retain the qualified personnel
necessary, ability to implement the business plan would be adversely affected.

***Heavy Dependence on Service and Purchase Contracts for Current Revenues Could
Create Loss For Shareholders.*** During our start-up stage, the Company is heavily
dependent upon future service orders with suppliers and future sales orders with
customers. A large percentage of future revenue will be derived from the
commission received of the invoice value of goods purchased on behalf of
customers. Further, there may be service contracts whereby the customer is
obligated to pay a stipulated fee that is to be deducted if the commission
payable is higher than the retainer fee at the end of each quarter. In light of
the intense competition, there can be no assurances that there will be no
default on either party to or early termination of any future service agreements
in order to sustain and achieve future revenues.

Also, the Company may seek future customers for the sale, purchase, export and
delivery of merchandise from the PRC. A portion of revenue may be derived from
exporting such shipments of goods at reasonable and competitive costs. With the
slowing down of the economy in the foreseeable future, there can be no
assurances that the Company will able to obtain a continuous flow of contracts
to allow an accumulation of revenue.

                                       28
**ITEM 4. INFORMATION ON THE COMPANY

     A. History and Development**

     The International Technology Enterprises Ltd. (the "Company") was
incorporated under the laws of Belize on September 27, 2000. The Company was
incorporated for the original purpose of manufacturing and distributing
electronic products. "The Company was not founded to do business in the United
States. The Company does not, nor does it intend to, do business in the United
States." The original strategy was to purchase that capability. A letter of
intent was sent to Tech 2000 Corp., a contract manufacturer of integrated
circuit boards, 5 March 2001 and terminated 10 May 2001 (by telephone call). The
letter was rescinded and the transaction did not occur. There were no material
costs associated with this letter of intent to purchase. There is no other
documentation related to this matter exchanged between the parties. The letter
of intent was terminated because the Company strategy was to maintain its status
as a brokerage company manufacturing nothing and holding no inventory.

Since, the letter of intent was not discussed beyond the original presentation
to Tech 2000 Corp., no potential claims should arise from the termination of the
letter of intent to purchase. No covenants were exchanged and no acquisition
agreement was drafted nor executed. Mr. Phong Huy Dinh, President and
shareholder of Tech 2000 Corp., is the brother-in-law of Quan Van Nguyen, one of
the officers and directors of the Company. As a result the Company has decided
to limit its operation to acting as a **broker** of computer hardware and software.

     **B. Business Overview**

     The Company is in a start-up stage.  It has not generated any revenues and
there is no assurance that it will become operational. The disclosure contained
in this registration statement reflects the Company's plan of operation. Unless
the Company can raise capital through the sale of securities or loans, it will
not be able to implement its business plan and in all likelihood will have to
cease operations. The Company believes that it will need $2,000,000 in order to
commence operations.

     The Company intends to conduct the business of an international sales
broker of integrated circuit boards. The Company will establish contracts with
third party purchasers of integrated circuit boards and manufacturer sellers of
integrated circuit boards for a commission. The commission will be predicated
upon a percentage of the total purchase price of the circuit boards. Brokers
sell manufacturers' products without creating ongoing sales overhead for the
manufacturer. The manufacturer doesn't pay for the local sales office and pays
the broker from the proceeds of the broker's sales. The broker expands the
manufacturer's market without increasing the manufacturers overhead. Circuit
boards are computer hardware with related software. The object of a brokerage is
to minimize pricing by access to multiple offshore suppliers who offer products
at varying prices; thereby providing the lowest available price. Achieving the
lowest price is more probable because of the Company's global sales strategy and
its willingness to seek sources of supply in Asia, Eastern Europe, Latin America
and elsewhere. The Business is not seasonal. Management of the Company believes
that the Company can make money. There appears to be a sufficient spread in
production costs in the world to allow a manufacturer's broker to profit.

                                       29
**The Company is domiciled in Belize.**

     Belize International Business Corporation law, amended to year 2000,
provides the legal framework for the Company. The key features of the Belize act
are as follows: no income tax, stamp duty, estate taxes, capital gains or
withholding tax: having only one shareholder/subscriber permitted; share may be
held by corporations or trusts; a single director allowed which may be a
corporation or trust; non-disclosure of beneficial owners; bearer shares
permitted - shares may be issued without par value; IBC'S can be used for
financial management, investment holding, ship or property ownership, share
ownership of other companies, leasing of assets, copyrighting and/or licensing
as well as general commercial trading no exchange control; private label company
availability; low fees for setup and renewal; no statutory accounting or
auditing records need to be filed in Belize; no minimum capital requirements.
Minimal restrictions: cannot carry on business with residents of Belize; cannot
own real estate in Belize; cannot operate as a bank or an insurance company
unless an offshore banking license is granted; cannot provide Registered Office
Or Serve As Registered Agent; An IBC must maintain a Registered Agent and a
Registered Office in Belize. Also, governing law does not require that
shareholders elect all directors.

     In Belize, there is no established body of corporate law on which
shareholders can rely for clarifying and protecting their rights. These rights
differ materially from typical rights of investors in U.S. companies. For
example, (1) Shareholders do no have the right to approve mergers and sales of
substantially all of the company assets by a vote of the majority of common
shares outstanding, and (2) Appraisal rights do not exist by law. (In Belize,
there is not an established body of law upon which shareholders can rely for
clarifying and protecting their rights.) ITEL lacks offices in the United
States. Most of Company directors and officers reside outside the United States.
Therefore, it may be difficult to serve process upon them in the United States
or to collect upon a judgment obtained in the United States against them. There
is doubt as to the enforceability of liabilities predicated on U.S. federal
securities laws determined in original actions in Belize and judgments of U.S.
courts obtained in actions based upon the civil liability provisions of U.S.
federal securities laws are not enforceable in Belize. Moreover, no treaty
exists between the United States and Belize for the reciprocal enforcement of
foreign court judgments. Consequently, ITEL's American shareholders may be
effectively prevented from pursuing remedies under U.S. federal securities laws
against the company, its officers and directors.

     **Warranties**

     The Company will not warrant any of its  services or the products  which it
brokers.

     **Market and Marketing

     Global Markets: Industry Trends**
     Over the past 10 years, the Printed Circuit Board (PCB) market and its
dynamics have changed significantly. The Company can expect the rate of change
in the industry to accelerate as regional strongholds diminish, and global
sourcing accelerates. The business environment is becoming increasingly
competitive at all levels of the value chain, not least the PCB industry. Major
emphasis is being placed on cost elimination through technology and materials
R&D. This increases the entry cost of capital and investment and changes the
landscape and profile of PCB companies that can compete in this new environment.

                                       30

     Over the last decade, the printed circuit board (PCB) industry in general
has gone through tremendous change in structure and capability brought about by
significant changes in technology and industry drivers. Consumer needs have
changed with increased computer literacy and a more mobile lifestyle. Electronic
products have grown smaller, lighter, faster and more powerful. The ubiquitous
Internet, which was hardly heard of 5 years ago, has today pervaded every aspect
of our lives - from how we communicate, to how we do business, and to the way we
spend our leisure time.

     In 1999, global electronic equipment production was almost US$1.1 trillion
driven by an insatiable appetite for communications equipment. The convergence
of personal computers, communication devices, satellite entertainment and the
Internet is spinning off many new products that offer the consumer both greater
convenience and mobility. All this provides a platform for an exciting new
millennium, as several industry sectors are raising their demand for more
applications that translate into more business opportunities for PCB
manufacturers. In the new order, OEMs are focusing on their core competencies,
leaving the PCB business to specialist companies. To be successful in this
exciting new environment, the Company has to be customer focused, knowledge
driven and e-business enabled with a high access to supplier manufacturing
flexibility.

     The world PCB market is forecasted to grow from US$37.5 billion in 1999 to
US$49.9 billion in 2004, with a CAGR of 5.9%. By comparison, the CAGR in the
Asia Pacific region alone (excluding Japan) is much higher at 9.2%, with a
forecasted rise from US$9.3 billion in 1999 to US$14.5 billion in 2004. This
makes it the most dynamic region in the global PCB market, followed by Japan
(5.2%) and South America (5.0%).

     Additional information revising the above projections down to a more recent
level were discussed in: **Semiconductor Market Forecast Update**, Cahners In-Stat
Group, **Report Number:** SI01-14MF, **Publication Date:** November 2001, **Number of
Pages:** 35, **Report Price:** $2,495 USD:"The current economic conditions and
semiconductor industry overcapacity are expected to result in a 15% drop in
semiconductor revenues from 2000 to 2001. The year 2001 has been a bad year for
the semiconductor industry. As the economic slowdown spreads around the world we
have lowered our forecast for 2001 to $138.3 billion, 32.3% below 2000. Although
we expect quarter to quarter growth throughout 2002, the growth will be slow and
total revenue for the year is expected to be 5.7% below 2001." They project
continued growth to 2004.

     In the **Electronic Engineering Times** article, Valley entrepreneurs look
homeward to China, Posted : 17 Aug 2001 they write: "We are blessed by China,"
said Bo Wu, CEO at EnReach Technology Inc. (Alviso, Calif.), whose business
targets the emerging broadband market...Most analysts and Tsinghua graduates
agree that Internet demand in China is huge, despite some existing
infrastructure problems. AsiaTech's Liu acknowledged that the user experience in
China so far hasn't been good, "due to the slow bandwidth available on the
network, compounded by technology glitches." The PC penetration rate in China is
also extremely low--some estimate it has reached only several percent of the
total market. But that's not enough to put a drag on Internet uptake among the
Chinese. "Think about [the] 80 million people in China who are already
cell-phone users," said Liu. When even a fraction of them start using the phones
to connect to the Internet, the traffic that Internet data centers in China must
handle will soar, he said. The demand they speak of involves increases in the
electronic industry market and provides opportunities for "brokerage" of ICBs
and other electronics products. The registration statement has been amended
accordingly.

                                       31

     Competition for the consumer electronics industry comes from all directions
- even from once-unlikely segments such as industry suppliers. For ITEL to
survive in this environment and with its business plan, new strategies and
partnerships will need to be developed, as well as creation of an effective game
plan for future contingencies. Industry observers have watched as a steady
stream of nontraditional competitors continues to flow into an already crowded
consumer electronics marketplace. Signs of change are everywhere. Consider the
choice of keynote speakers at the 2001 Consumer Electronics Show, "As if bracing
for a competitive onslaught" is not enough, consumer electronics makers must
face another challenge affordable supply. Shortages inevitably occur. Which
manufacturing partners will suppliers favor; the traditional electronics
manufacturer, the conglomerate with a broad array of products and services, or
perhaps their very own product line? Where will loyalties lie? With significant
pressure mounting on both ends of the value chain, what will keep the Company
competitive as a consumer electronics company from being squeezed out of play?
ITEL believes that the something that will provide the competitive advantage
will be the "brokerage concept" of doing global electronics business.

     The Company intends to promote its services on a worldwide basis, initially
targeting Asia, then Europe and Latin America.

     Initially, the Company intends to promote its services through electronic
trade shows, in computer related magazines and through a web site it intends to
create.

     **Packaging and Transportation.**

Packaging of the products will be made by the seller. Transportation will be
negotiated by the Company on behalf of buyer.

     **Strategy**

     The Company's marketing strategy is to promote its ability to locate
computer hardware and software requested by a customer at the lowest available
cost and within the time constraints established by the customer.

     **Inventory**

     The Company will not carry an inventory of products.  All products will be
purchased by a customer from the supplier and drop shipped directly to the
Company's customers.

     **Employees**

     The Company currently employees no full-time employees and no part- time
employees other than its officers and directors who devote approximately 10% of
their time to the operation of The Company. The Company intends to employ these
additional employees on as needed basis. However, the Company does work with one
independent contractor to man the office in Belize and conduct operations on a
fulltime permanent basis as a resident of Belize. There is no written contract
with this individual. Additionally, the Company has agreed to services with a
resident agent, on a fulltime permanent basis, to interface Company operations
with the Belize Government. The resident office person is assisting with the
relocation of the office after the Hurricane. Aside from seeking to rebuild or
relocate the Punta Gorda office, there are no activities currently being
conducted in Belize. It's anticipated that the office problem will be resolved
in January 2002. Without an office, and with limited cash resources, it's
difficult to conduct business.

                                       32
**Competition**

     The Company competes with many other brokers and consulting firms who
broker computer hardware and software to third parties all of which the Company
believes have greater financial resources than The Company.

**C.   Organizational Structure**

Not Applicable.

**D.   Property, Plants and Equipment**

     Currently the Company does not own any property. The Company's executive
offices are located at 1st Floor East Wing, 65 Front Street, Punta Gorda,
Belize. Its telephone number is (501)(7) 22342. The offices are sublet from
International Technology Industries Corp on a month-to-month basis. The monthly
rental is US$900.00. The Company uses approximately 100 square feet of space.
The space consists of desks, telephone equipment, computer equipment and on-line
e-mail services. It is at this location, when in the future stock market trading
and subsequent operations commence, that (1) the brokerage contracts will be
entered into between the Company and customer and (2) the Company will locate
the computer equipment desired by the customer. Because the space is used on a
month-to-month basis, the Company can be asked to vacate at anytime without
advanced notice. If that should occur, the Company believes that it can find
adequate alternative office space without interruption of operations. Until the
arrival of Hurricane Iris, which devastated Belize in October of 2001, the 65
Front St. facilities disclosed were occupied on a regular basis--allowing for
travel schedules. Hurricane Iris has necessitated temporary arrangements and
repairs, which are now underway but yet to be completed, to the facility. The
facility in Punta Gorda suffered significant damage. Mr. Mahan is living in
California. He's coordinating the 20-F registration filing for the Company from
the U.S. because it is cost and time efficient. There are no Company facilities
in neither California, nor are there Company facilities in any other United
States locations.

     International Technology Industries Corp. is engaged in the business of
acquisitions and mergers. The space not used or occupied by the Company is used
by International Technology Industries Corp. for its operations.

**ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS****Management's Discussion and Analysis of Financial Condition and Results of
Operations.**

     The Company has inadequate cash to maintain operations during the next
twelve months. In order to meet its cash requirements the Company will have to
raise additional capital through the sale of securities or loans. As of the date
hereof, the Company has not made sales of additional securities and there is no
assurance that it will be able to raise additional capital through the sale of
securities in the future. Further, the Company has not initiated any
negotiations for loans to the Company and there is no assurance that the Company
will be able to raise additional capital in the future through loans. In the
event that the Company is unable to raise additional capital, it may have to
suspend or cease operations.

                                       33

     The Company does not intend to conduct any research or development of its
products during the next twelve months other than as described herein.

     The Company does not intend to purchase a plant or significant equipment.

     The Company will hire additional employees on an as needed basis, however,
the Company does not expect any significant changes in the number of employees.

     The Company expects to earn revenues in the first quarter of 2002. There is
no assurance, however, that the Company will earn said revenues as planned.
Currently, the Company has US $3,400 in assets. The source of the assets in cash
is the purchase of stock by Equity Finance Holding Corporation.

     **Reconciliation to US GAAP**

     The Company's financial statements have been prepared in compliance with US
GAAP standards (GAAP)

     **Inflationary and Other Economic Pressures**

     The Company is not currently generating revenues from the sale of products.
Future revenues in this segment are governed primarily by Asian market prices
for the Company's services. No immediate effect in respect to inflation and
changes on prices is realized. However inflationary pressures affect the
Company's operation and development expenditure, which is primarily incurred in
Belize dollars that is the same as the U.S. dollar. The directors' estimation
of inflation is considered in regards to the general state of the world economy
of the United States in particular. This exposure to inflationary pressure is
dependent on the price of electronic products in an unregulated market. At this
stage the Company is unable to quantify the mix of inflationary pressures that
will affect the price of electronic products.

     **Government Policies**

     The Company has considered the issue of political risk in Belize regarding
the acquisition and resale of electronic products and will continue to do so as
a matter of normal business practice. Belize has no history of expropriation,
accordingly, the Company is comfortable with the governmental situation, as it
exists in Belize today.

     Activities conducted by residents and non-residents in Belize and the flow
of investment into Belize and the return of capital out of Belize are subject to
regulation. All of these controls and regulations are subject to change from
time to time. These factors, in addition to the usual risks and the economic and
political stability of Belize must be taken into account in relation to the
Company's operations.

     These policies or factors do not affect investments by United States
Nationals in Company's common stock.

                                       34
**ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR
          MANAGEMENT**

     The officers and directors of the Company are as follows:

-------------------- --------- ------------------------------------------------
Name                    Age      Position
-------------------- --------- ------------------------------------------------
Jack L Mahan, Jr.       59       Director/Secretary/CEO/Chief Financial Officer
-------------------- --------- ------------------------------------------------
Quan Van Nguyen         49       Director
-------------------- --------- ------------------------------------------------
Ian Ross                57       Director/Chairman/Vice President
-------------------- --------- ------------------------------------------------

     All directors hold office until the next annual meeting of shareholders and
until their successors have been elected and qualified with the exception of
Jack L. Mahan, Jr., who is appointed for a five year period as the
representative of Equity Finance Holding Corporation pursuant to Article IV of
The Company's bylaws. The five year term ends five years from the date the
company begins to trade. The Company's officers are elected by the Board of
Directors at the annual meeting after each annual meeting of The Company's
shareholders and hold office until their death, or until they resign or have
been removed from office.

     **Jack L. Mahan, Jr.**

     Dr. Jack L. Mahan, Jr., is a founder, Chief Executive Officer, Chief
Financial Officer and a member of The Company's Board of Directors. Since March
1998, Dr. Mahan has served as Chairman, Secretary of the Board of Directors, and
President for Equity Finance Holding Corporation, a foreign public corporation
registered with the U.S. Securities And Exchange Commission trading in the U.S.
on the Bulletin Board operated by the National Association of Securities Dealers
(the "Bulletin Board") with the trading symbol EFHLF. Dr. Mahan has been
employed by the State of California since 1989 as an economic development
specialist and he has served on the Planning Commission for the City of
Woodland, California since, 1997. Prior to that, Dr. Mahan owned several
businesses including Daveck International, an international trading company. Dr.
Mahan holds the degree of Doctor of Philosophy from the United States
International University, San Diego, California, from the School of Leadership
and Human Behavior. He received a MBA degree in International Business, Finance
and Marketing, in 1978 and an MBA degree in Real Estate Management In 1979. Both
of these degrees were received at National University in San Diego, California.
He also received a Master's Degree (in 1966) and a Bachelor's Degree (in 1964)
from San Diego State University, San Diego, California; both degrees were in
Experimental Psychology. In 1967, he studied at the International Graduate
School, University of Stockholm, Stockholm, Sweden.

     **Quan Van Nguyen**

     Mr. Van Nguyen, is a founder and a member of The  Company's Board of
Directors. Mr. Van Nguyen is a resident of Viet Nam and has experience in
managing companies in Viet Nam. From June 1990 to April 1995, Mr. Van Nguyen
owned and operated Rivers Transportation in Viet Nam. From May 1995 to present,
Mr. Van Nguyen owned and operated a construction company located in Viet Nam.
Since July, 1996, Mr. Van Nguyen owns and operates, a brick manufacturing
facilities in Viet Nam which produce from one million to 3.5 million bricks per
year and which employ 65 persons.

                                       35
**Ian D. Ross**

     Dr. Ian Ross is a founder, a Vice President and the Company's Chairman of
the Board of Directors. Since 1986, Dr. Ross has been Owner/Consultant for Ian
D. Ross & Associates, and Professional Management Services. Dr. Ross provides
consulting to the healthcare industry and business in general in sales and
marketing. His company is international in scope. From 1968 to the present, he
has operated as Dr. of Dentistry in a general dental practice. As, a dentist
with a background in healthcare management and marketing, he has been a board
member of a number of healthcare and other professional organizations. From 1984
to 1985 he was a Board Member and Director of Catholic Credit Union (Houston,
Texas, U.S.A.); a Credit Union serving the local community. Duties included
attending board meetings as well as conducting general business. He has served
on the Board of Directors for the Confederation Of Dental Employers (C.O.D.E.)
(UK),a professional organization of dental practice owners. From 1994 to 1996 he
was Secretary and Editor; for which duties included those as Company Secretary
and editor of the newsletter. He served on the Board of the Australian Society
For Advancement Of Anesthesia & Sedation In Dentistry (1972 TO 1978). His duties
included business manager of the journal "Dental Anesthesia and Sedation" and
course director teaching sedation and practice management. Dr. Ross is a
graduate of Sydney University Dental School, Australia (1968), and an Associate
Fellow of the Australian Institute of Management (1975-77). He is also a
graduate of Kingston University Business School, London, England (1996-97). As a
graduate of the Dale Carnegie Sales Course, he has taught sales and marketing
for healthcare professionals in the United States and in England. He has been a
contributing editor (1984-85) for McGraw Hill's "Long Term Care" and other
healthcare publications such as Dental Anesthesia and Sedation (1977). He has
also taught the Marketing of Medical and Healthcare Services for Business Week
Magazine (1985) and Productivity Training Corporation (1988 to 1994) as well as
other healthcare companies.

     **B. Compensation**

     The following description sets forth the compensation paid by the Company
from inception through December 31, 2000, for each officer and director of the
Company. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if
any.

     The Company currently does not disclose to its shareholders or otherwise
make public the information contained in this section.

     **Compensation of Officers**

     For the period ended December 31, 2000, there was no compensation paid by
the Company to its officers. No salaries will be paid or accrued through
December 31, 2000. The Company has recently developed a formal strategic policy
regarding the compensation of its executives and officers. This policy is
intended to ensure executives a total compensation package that is commensurate
with their skill and experience.

                                       36

     The Company anticipates paying the following salaries in 2001, subject to
the Company beginning profitable operations and generating sufficient revenues
to pay the same:

------------------------ ------------------- ---------------
                           Office             Amount
------------------------ ------------------- ---------------

Jack L. Mahan, Jr.         President/CEO      $ 50,000
Ian D. Ross                Vice President     $ -0-
------------------------ ------------------- ---------------

     The Company has not adopted any stock option plans, retirement, pension, or
profit sharing plans for the benefit of the Company's officers and directors
other than as described herein.

     Stock Option Plans and Long-Term Incentive Plan Awards.

     The Company does not have any stock option plans or long-term incentive
plans that provide compensation intended to serve as incentive for performance.

     **Compensation of Directors.**

     Directors do not receive any compensation for serving as members of the
Board of Directors. The Board has not implemented a plan to award options to any
Directors. There are no contractual arrangements with any member of the Board of
Directors.

     **C. Board Practices**

     The term of offices for the current Board of Directors will expire at the
next annual meeting of shareholders with the exception of one member of the
Board of Directors who will be selected for a five-year period. The Company has
not scheduled its next annual meeting.

     There are no director's service contracts with the Company. The Company has
no subsidiary corporations.

     The Company does not have an audit committee or remuneration committee.

     **D. Employees**

     Other than its officers, the Company has no employees.

     **E. Share Ownership**

     The following table sets forth the common share ownership of each director
and officer, individually and all officers and directors of the Company as a
group. Each person has sole voting and investment power with respect to the
shares of common stock shown, and all ownership is of record and beneficial.

                                       37

--------------------------- ------------------ ------------------------------ ------------------
Name and Address of Owner    Number of Shares   Position                       Percent of Class
--------------------------- ------------------ ------------------------------ ------------------
Jack L. Mahan, Jr.                  0           Secretary of Board/Chief              0%
1296 E. Gibson Road, #149                        Executive Officer/ President
Woodland, CA   95776
--------------------------- ------------------ ------------------------------ ------------------
Quan Van Nguyen                     0           Director                              0%
18/15 Ngo
Quyen City Rach Gia,
County Kiengiang
Viet Nam
--------------------------- ------------------ ----------------------------- -------------------
Ian D. Ross                         0           Chairman of the Board/ Vice           0%
24 Station Street                                President
Spalding, Lincolnshire
PE11 1EB
United Kingdom
--------------------------- ------------------ ----------------------------- -------------------

     There are no options to purchases shares of the Company's common stock by
anyone.

**ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**

     There are no additional interests of management in transactions involving
the Company except for those stated in Item 17 - Notes to the Financial
Statements.

     **A. Interests of Experts and Counsel**

     Not applicable.

     **Major Share Ownership**

     The following table sets forth the common share ownership of each person or
entity owning more than 5% of the Company's outstanding shares of common stock.

----------------------------------- -------------------- --------------- ----------------------
Name and Address of Owner            Number of Shares                     Percent of Class
----------------------------------- -------------------- --------------- ----------------------
International Technology Industries    4,634,100                                 90%
Corp.
Belize IBC
----------------------------------- -------------------- --------------- ----------------------
Totals                                 4,634,100                                 90%
----------------------------------- -------------------- --------------- ----------------------

**Relationship and Transactions with Equity Finance Holding Corporation
andInternational Technology Industries Corp.**

                                       38

     Relative to Item 4.C of Form 20-F, the relationships among the common
shareholders owning 10% or more of the related foreign corporations is listed in
the table below. Since each of the foreign corporations, except ITEL, involved
in these transactions is not a reporting company in the United States, it is not
possible to determine all shareholders because the information is not disclosed.
The table below discloses the major shareholders of the Company (those with
greater than 2% of the common stock). The "host country" is the United States.
The Company stock is owned by 733 public shareholders.. Currently, there are 722
host country shareholders of the Company's common shares. Non-"Host-Country"
(i.e., non-United States--the "host country") shareholders total 11 holders of
record as of March 19, 2001. They hold 99% or 5,139,382 shares of the 5,149,193
total shares outstanding as of March 19, 2001. Thus, non-host country, non-U.S.
resident shareholders, own 99% of the Company shares. There are 9,811 total (or
1% of total shares) "host-country" shares held by 722 United States Resident
Shareholders.

**Shareholders of International Technology Enterprise Ltd.**

--------------------------------------------- ----------------- --------------
**Registrant Name****Shares****Percentage**
--------------------------------------------- ----------------- --------------
International Technology Industries Corp.        4,634,100         89.99 %
--------------------------------------------- ----------------- --------------
Equity Finance International Corporation           158,842          3.08 %
--------------------------------------------- ----------------- --------------
Equity Finance Information Systems                 118,034          2.29 %
--------------------------------------------- ----------------- --------------
Augen Opticien GMBH of Honk Kong Ltd.              113,353          2.20 %
--------------------------------------------- ----------------- --------------
International Money School                         113,353          2.20 %
--------------------------------------------- ----------------- --------------

The following table discloses common shareholders owning common stock of
International Technology Enterprises Ltd. Since each of the foreign
corporations, except ITEL, involved in these transactions is not a reporting
company in the United States, it is not possible to determine all shareholders
because the information is not disclosed.

                                       39
**Common Shareholders/Individuals
For International Technology Enterprises Ltd.**
------------------------- --------------------------- ---------------------------- --------------------------
**Name of entity            Shareholders of 10%         Business                     Officers/Directors
                             or more**
------------------------- --------------------------- ---------------------------- --------------------------
**International**             International Technology    International Brokerage      J. Mahan,U.S.
**Technology Enterprises**    Industries Corp. (ITIC),                                 Officer, BOD Quan Van
**Ltd (ITEL)**                89.99%  International Money                              Viet Nam, BOD Ian D. Ross
                          School, 2.20% Augen Opticien                             Great Britain Officer, BOD
                          GMBH of Honk Kong Ltd.,                                  (Relative of Nguyen:
                          2.20 % Equity Finance                                    Phong Huy Dihn, U.S.
                          Information Systems, 2.29%                               President of Tech 2000
                          Equity Finance International                             Corp.)
                          Corporation 3.08%
------------------------- --------------------------- ---------------------------- --------------------------
**International**             Belize Shareholders*        Unavailable information      Unavailable information
**Technology Industries**                                  by Laws of Belize*           by Laws of Belize*
**Corp. (ITIC)**
------------------------- --------------------------- ---------------------------- --------------------------
**International**             Belize Shareholders*        Unavailable information      Unavailable information
**Money School**                                           by Laws of Belize*           by Laws of Belize*
**(IMS)**
------------------------- --------------------------- ---------------------------- --------------------------
**Augen Opticien GMBH of**    Belize Shareholders*        Unavailable information*     Unavailable information*
**Honk Kong Ltd. (AOG)**                                   by Laws of Belize*           by Laws of Belize*
------------------------- --------------------------- ---------------------------- --------------------------
**Equity Finance**            Belize Shareholders*        Unavailable information*     Unavailable information*
**Information Systems**                                    by Laws of Belize*           by Laws of Belize*
**(EFIS)**
------------------------- --------------------------- ---------------------------- --------------------------
**Equity Finance**            Belize Shareholders*        Unavailable information*     Unavailable information*
**International**                                          by Laws of Belize*           by Laws of Belize*
**Corporation****(EFIC)**
------------------------- --------------------------- ---------------------------- --------------------------
                           *Domiciled in Belize,
                           Central America.
                           Information is
                           unavailable by Laws of
                           Belize to the Belize
                           Government.
------------------------- --------------------------- ---------------------------- --------------------------

The Company (ITEL) strategy is to expand to global markets. Debt and Equity
Financing would be necessary for such expansion. The Company has contracted with
Equity Finance Holding Corporation to assist with this process. Equity Finance
Holding Corporation is a management consulting company which shares its
shareholder base with companies wishing to expand by becoming a company
reporting to the Securities and Exchange Commission (SEC) in the United States.
When EFHC distributed the 515,093 ITEL shares to the 733 EFHC shareholders,
International Technology Enterprises Ltd. was required to register with the SEC
because the Company maintained more than 500 United States Resident
shareholders. The Company's intent is to complete the registration and apply to
trade on the NASD Bulletin Board. At that point a United States market may
develop for the Company's stock, enabling the Company to access equity for the
global expansion.

                                       40

     Equity Finance Holding Corporation (EFHC) has a management consulting
services agreement (See Exhibits) with Tech 2000 Corp. which is located in
Phoenix, Arizona, United States. These services included assisting with
formation of the Company as a Belize entity and development of a funding stream
for the Company as a new international brokerage corporation that might
ultimately provide international brokerage services to Tech 2000 Corp. There are
no obligations between the Company and Tech 2000 Corp. at this time. EFHC is
assisting the Company with this registration and the application to NASD to list
the Company with the NASD OTCBB for trading in the United States. EFHC intends
to assist the Company list shares for trading in Europe as well. Once the
Company shares are listed in Europe, EFHC believes it may be able to develop the
contacts to develop European or Asian private placement funding for the Company.
EFHC will supply management consulting services to the Company over the
five-year period that this funding stream develops. EFHC purchased the 515,093
shares of Common Stock being registered hereunder with a view to subsequent
distribution of the stock to its shareholders. There is no underwriting
agreement between the Company and EFHC and EFHC is not entitled to any direct
compensation in any form from the Company for this registration. EFHC is not
required to register as an underwriter in the United States since shares are not
placed in the United States. Trading of the Company stock in the United States
will be accomplished through underwriters and market makers, registered as such
in the United States.

     The Company has no financial obligation to Equity Finance Holding
Corporation. Total payment from Tech 2000 Corp. to Equity Finance Holding
Corporation, for management consulting services related to the formation of the
Company, was an amount of US$145,000 with payments spread over 8 months. There
is no financial obligation to the Company after the company trades the NASD
OTCBB. EFHC's shareholders benefit by being paid a stock dividend of the
Company. Disclosure in Equity Finance Holding Company's Form 20-F for the year
ended 31 December 2000 indicated an amount of $2,575 due to the Company from
Equity Finance Holding Company, at 5% annual interest, principle and interest
due December 2005. Subsequent to the EFHC 20-F Annual Report filing, the amount
discussed in this disclosure was rescinded based upon payments of cash for the
Company's stock by EFHC. EFHC has established a relationship with the Company
that should result in future business in the form of referrals. EFHC has
survived several years being unprofitable and has every reason to believe that
it will continue to survive. However, there is a risk that EFHC will fail. In
that event, there is a significant risk to the Company that EFHC will not be
able to assist the Company find funding.

The EFHC agreement to pay a stock dividend to the EFHC shareholders and assist
ITEL register this stock dividend with the SEC generated the transaction. The
registration of the stock dividend and the subsequent listing of ITEL shares on
the OTCBB would extinguish the debt created by ITEL paying the costs in full
before the service was completed.

                                       41

     All stock transactions to date were offshore private placements issued at
corporate formation valuing the Company shares at par of US$.001 per share.
Subsequent to this registration statement and NASD OTCBB listing, valuation is
expected to be US$.01 per share at initiation of trading. Equity Finance Holding
Corporation recognizes that the company's shares lack a trading market. They
realize that the company may not be able to continue to exist. Thus, the Company
shares were valued at the lowest possible amount to reflect the fundamental
reality of the company at this state of its development. The valuation was an
arbitrary business decision based upon Equity Finance Holding Corporation's
understanding of the status of the Company.

     Mr. Phong Huy Dinh is President of Tech 2000 Corp. which is located in
Phoenix, Arizona, United States. Equity Finance Holding Corporation (EFHC) has a
management consulting services agreement with Tech 2000 Corp. These services
include assisting with formation of the Company and development of a funding
stream for the Company as a new international brokerage corporation that might
ultimately provide international brokerage services to Tech 2000 Corp. Mr. Phong
Huy Dinh is a potential candidate for the presidency of the Company, once
trading of stock is commenced. At this time, there are no negotiations for
acquisition of Tech 2000 Corp. by the Company.

**ITEM 8. FINANCIAL INFORMATION****A. Consolidated Statements and Other Information**

     See Item 18.

     **Legal Proceedings**

     No material legal proceedings to which the Company is a party are pending
nor are any known to be contemplated and the Company knows of no legal
proceedings pending or threatened, or judgments entered against, any Director or
Officer of the Company in his capacity as such.

     **Dividends**

     No dividend has been paid on the Common Shares since inception, and none is
contemplated in the foreseeable future.

     **B. SIGNIFICANT CHANGES**

     Not Applicable

**ITEM 9. THE OFFER AND LISTING (Items 9 A, B, D, E and F are not applicable).****Markets on which the Common Shares Trade**

     No market exists for the Company's securities and there is no assurance
that a regular trading market will develop, or if developed, that it will be
sustainable. A shareholder in all likelihood, therefore, will be unable to
resell the securities referred to herein should he or she desire to do so.
Furthermore, it is unlikely that a lending institution will accept the Company's
securities as pledged collateral for loans unless a regular trading market
develops.

                                       42

     Mr. William Cate is the Managing Director of Beowulf Investments. Beowulf
Investments is contracted (See Exhibits) with the Company to assist with
funding, in the event the Company is publicly traded. Mr. Cate is currently also
on the Board of Directors of Equity Finance Holding Corporation. On January 4,
1999, the NASD amended its rules regarding listing of securities for trading on
the Bulletin Board which it operates. Effective January 4, 1999, securities of
corporations will not be listed for trading on the Bulletin Board unless the
corporation files reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Accordingly, the Company's common stock will not be listed
for trading on the Bulletin Board until such time as this registration statement
is declared effective by operation of law and the Company has satisfied all
outstanding comments issued by the staff of the Securities and Exchange
Commission.

     There is no trading market for these shares. However, the Company will seek
to list these common shares for trading on the Over-the-Counter Bulletin Board
(OTCBB) in the United States. The Company will qualify for listing on the Berlin
Stock Exchange OTC Market; The Hamburg OTC Market or the Third Tier of the
Frankfurt Stock Exchange subject to their being no outstanding comments with the
staff of the SEC. There can be no assurance that such listings will occur. If
the shares trade there can be no assurance that they will trade at any price.
Equity Finance Holding Corporation has arbitrarily valued the shares at two
Belize cents (B$0.02), which is one U.S. Cent (US $0.01). If the OTCBB and
European listings occur, the Company believes that the primary trading market
for its shares will be in Europe and Asia and not the United States. Equity
Finance Holding Corporation bought ten percent of the issued shares of
International Technology Enterprises Ltd. with the intent to issue the shares as
a non-cash dividend to Equity Finance Holding Corporation's registered
shareholders. The sale resulted in a ten percent reduction in the ownership of
International Technology Enterprises Ltd. by its Belize owner(s). No dividends
have been declared on the Company's stock. The Company does not foresee any
dividends being declared soon. 515,093 common shares were sold to Equity Finance
Holding Corporation. The Company was organized at the first meeting of the Board
of Directors on 30 September 2000. At that time, the Company increased the
issued common shares from 50,000 to 5,149,193 common shares. It increased the
authorized shares from 50,000 common shares to 100,000,000 common shares. As of
19 March 2001, the Company had 733 holders of record of its common shares.
Currently, there are 722 U.S. shareholders of the Company's common shares for a
total of 9,811 shares, 0.19% of the total outstanding shares.

**Underwriter**

     Equity Finance Holding Corporation purchased the Common Stock offered by
the Company hereunder with a view to subsequent distribution of the stock. EFHC
is therefore an "underwriter" as that term is defined in Section 2(11) of the
Securities Act. There is no underwriting agreement between the Company and the
Underwriter, and the Underwriter is not entitled to any direct compensation in
any form from the Company for acting as underwriters in this offering. The
Underwriter and any other person participating in the sale or distribution of
the stock will be subject to applicable provisions of the Exchange Act and the
rules and regulations there under, which provisions may limit the timing of
purchases and sales of any of the stock by the Underwriter or any other such
person. The foregoing may affect the marketability of the stock. Although a
portion of the Common Stock offered hereunder will be sold to an "Underwriter,"
as such term is defined in Section 2(11) of the Securities Act of 1933, as
amended ("Securities Act"), there is no Underwriter's over-allotment option nor
is an Underwriter's over-allotment option to be exercised. The Underwriter is
not a Seller of Company shares nor a Broker-Dealer as per Rule 3a4-1 an
associated person of an issuer of securities shall not be deemed to be a broker
solely by reason of his participation in the sale of the securities of such
issuer if the associated person meets certain requirements met by the Company.
The Company, or security holders, are not obligated for any expenses of the
registration, underwriting discounts, or commissions, generally including
registration fees, federal taxes, state taxes and fees, trustees' and transfer
agents' fees, costs of printing and engraving, legal, accounting, and
engineering fees and any listing fees.

**ITEM 10. ADDITIONAL INFORMATION****A. Share Capital**

     The Company sold 515,093 shares of its Common Stock to Equity Finance
Holding Corporation (*"EFHC"*) on 30 September 2000. EFHC is a Belize company,
publicly trading in the United States. Its trading symbol on the
Over-the-Counter-Bulletin-Board is EFHLF. EFHC common stock is traded on the
Bulletin Board (*"Bulletin Board"*) operated by the National Association of
Securities Dealers, Inc. (*"NASD"*). The shares were without restriction, except
for a stock pooling agreement, and were issued outside the United States by a
Belize corporation to a Belize corporation and accordingly, the securities laws
of the United States did not apply to the transaction. On 30 December 2000, EFHC
distributed the foregoing 515,093 to its shareholders as a stock dividend.

                                       43
**Common Shares**

     The authorized Common Shares of the Company consists of 100,000,000 B$0.001
per share par value Common Shares. All shares have equal voting rights and are
not assessable. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the Common Shares could, if they chose to do so, elect all of
the directors of the Company. As of 19 March 2001, 5,149,193 shares of Common
Stock were issued and outstanding. All issued and outstanding shares were fully
paid.

     Upon liquidation, dissolution or winding up of the Company, the assets of
the Company, after the payment of liabilities, will be distributed pro rata to
the holders of the Common Shares. The holders of the Common Shares do not have
preemptive rights to subscribe for any securities of the Company and have no
right to require the Company to redeem or purchase their shares.

     **Dividends**

     Holders of the Common Shares are entitled to share equally in dividends
when, as and if declared by the Board of Directors of the Company, out of funds
legally available therefore. No dividend has been paid on the Common Shares
since inception, and none is contemplated in the foreseeable future.

     **Transfer Agent**

     Transfer Online, Inc.
     227 South West Pine Street
     Suite 300
     Portland OR, 97204
     Phone: (503) 227-2950
     Fax: (503) 227-6874

     **B. Memorandum and Articles of Association**

     1.   The registor is

     Transfer Online, Inc.
     227 South West Pine Street
     Suite 300
     Portland OR, 97204
     Phone: (503) 227-2950
     Fax: (503) 227-6874

                                       44

     The Company's objects and purposes are to engage in any activity not
prohibited by law as set forth in Item 4 of the Company's Memorandum of
Association.

     2.   (a)  A director is entitled to vote on any proposal notwithstanding
               that he may be interest  therein,  provided before the proposal
               is put to a vote he shall disclose the nature of his interest.

          (b)  There is no prohibition which prevents directors, in the absence
               of an independent quorum, to vote compensation to themselves.

          (c)  Directors may borrow money.  There is no prohibition preventing
               the Company from loaning money to directors.

          (d)  There is no retirement or non-retirement age limitation with
               respect to directors.

          (e)  There is no requirement that directors own shares of the
               Company's common stock.

      3.  (a)  The Company may declare dividends.

          (b)  Each share is entitled to one vote. Directors do not stand for
               re-election at staggered intervals with the exception of the
               director from EFHC which is appointed for five years.  No
               cumulative voting is provided for.

          (c)  Shareholders are not entitled to share in the profits of the
               Company.

          (d)  Shareholders are entitled to share in any surplus in the event of
               liquidation, after all debts are paid and all securities having
               rights superior to common shares are paid.

          (e)  There are no redemptions provisions for the Company's securities.

          (f)  There are no sinking fund provisions for the Company's
               securities.

          (g)  The Company's shares of common stock are not subject to further
               capital calls by the Company.

          (h)  There are no provisions discriminating against any existing or
               prospective holder or such securities as a result of such
               shareholder owing a substantial number of shares.

     4.   The Company has the right to issue securities with superior rights to
          those of the common shares. The superior securities may be issued by
          the board of directors without notice to the shareholders of the
          common shares.

                                       45

     5.   The annual meeting of shareholders is held on December 1 of each year.
          Special meetings of shareholders may be called at any time by the
          chairman, the board of directors, or stockholders of 1/5th of the
          outstanding shares. Only shareholders of record are entitled to attend
          the shareholders meetings.

     6.   There are no limitations upon the right to own shares of the Company's
          common stock or the right of a shareholder to vote his shares.

     7.   There are not provisions in the Company's Memorandum of Association or
          bylaws that would have an effect of delaying, deferring or preventing
          a change in control of the Company.

     8.   There is no bylaw provision governing the ownership threshold above
          which shareholder ownership must be disclosed.

     9.   With respect to items 2 through 8 above, the law applicable to the
          Company is not different from that in the host country.

     10.  There are no conditions imposed by the Memorandum of Association
          governing changes in capital which are more stringent than is required
          by Belize law.

     Directors may refuse to transfer shares of common stock.  If the board of
directors takes such action, it shall, within two months, after the transfer is
lodged with the transfer agent, send to the transferee notice of the refusal.

     Registration of transfers may be suspended at such time and for such
periods as the directors may from time-to-time determine, but in no event shall
such period exceed thirty days in any year.

     The Company may from time-to-time, by resolution of directors, increase or
reduce the share capital. An action which increases the share capital could
prevent a third party from acquiring sufficient shares to take control of
theCompany. Provisions of our charter and by-laws and Belize law make a takeover
of our company more difficult. Our basic corporate documents, our stockholder
rights plan and Belize law contain provisions that could discourage, delay or
prevent a change in the control of our company, even if a change of control
would be beneficial to our stockholders. The Company's Board of Directors could
use its power to issue preferred shares or other rights superior to those of
ordinary shareholders. Such action could be taken to prevent an unfriendly
takeover of the company. The issuance of additional shares in whatever form or
for whatever reason might deny the public shareholders from realizing a premium
over the market value of their shares. Under Belize Law, there is no legal
recourse for such Board of Directors action available to minority shareholders.

**C. Material Contracts**

     The Company has entered into two material contracts included herewith as
Exhibits to this document. A BEOWULF FIRM COMMITMENT UNDERWRITING AGREEMENT,
with Beowulf Investments whereby Beowulf Investments agrees to purchase
3,000,000 warrants of International Technology Enterprises Ltd. A Management
Consulting Agreement with Equity Finance Holding Corporation to assist the
Company become a U.S. reporting public company and qualify to trade on the NASD
OTCBB.

                                       46
**D. Exchange Controls**

     There are no exchange controls or other limitations which effect security
holders other than shares of common stock issued by the Company to U.S.
residents. Shares of common stock issued to U.S. residents are deemed restricted
securities and must only be sold in compliance with Rule 144 of the Securities
Act of 1933 (the "Act").

     In general, under Reg. 144, an affiliate of the Company (officers,
directors, and owners of more than ten percent (10%) of the outstanding shares
of Common Stock are affiliates of the Company) may sell in ordinary market
transactions through a broker or with a market maker, within any three (3) month
period a number of shares which does not exceed the greater of one percent (1%)
of the number of outstanding shares of Common Stock or the average of the weekly
trading volume of the Common Stock during the four calendar weeks prior to such
sale. Sales under Reg. 144 require the filing of Form 144 with the Securities
and Exchange Commission. If the shares of Common Stock have been held for more
than two (2) years by a person who is not an affiliate, there is no limitation
on the manner of sale or the volume of shares that may be sold and no Form 144
is required. Sales under Reg. 144 may have a depressive effect on the market
price of the Company's Common Stock.

**E. Taxation**

     This discussion does not deal with all possible tax consequences relating
to an investment in the Common Stock and does not purport to deal with the tax
consequences applicable to all categories of investors, some of which (such as
dealers in securities, insurance companies and tax-exempt entities) may be
subject to special rules.  Each prospective investor should consult its own tax
advisor regarding the particular tax consequences to it of an investment in the
Common Stock. The following discussion is based upon laws, regulations and
relevant interpretations thereof in effect as of the date of this disclosure,
all of which are subject to change, possibly retroactively. The following
discussion summarizes all material US federal and Belize tax consequences of the
ownership of Shares by a person (*"US Portfolio Stockholder"*) that: (i) is a
citizen or resident of the US, a US corporation or that otherwise will be
subject to US federal income tax on a net income basis in respect of the Shares;
(ii) is not deemed a resident of Belize; (iii) has not, within the preceding
five years, beneficially owned 10% of the issued capital or voting stock in the
Company; and, (iv) has not used the Shares in carrying on a trade or business,
wholly or partly through a permanent establishment in Belize.

     The statements regarding U.S. and Belize tax laws set forth herein are
based on those laws as in force on the date of this document that may affect the
tax consequence described herein (some of which may have retroactive effect).
This summary is not exhaustive of all possible tax consideration. Investors are
advised to satisfy themselves as to the overall tax consequences, including
specifically the consequences under US, state, local and other laws, of the
acquisition, ownership and disposition of Shares by consulting their own tax
advisers with respect to their individual circumstances.

**Taxation of Gains on Sale**

     A U.S. Portfolio Stockholder is not subject to Belize income tax on the
sale of its common shares in the Company.

                                       47
**Passive Foreign Investment Company Status**

     A foreign corporation is classified as a passive foreign investment company
(a *"PFIC"*) in any taxable year in which, after taking into account the income
and assets of certain subsidiaries pursuant to the applicable US Internal
Revenue Code "look-through" rules, either (i) at least 75% of its gross income
is passive income, or (ii) at least 50% of the average value of its assets is
attributable to assets that produce passive income from cash holdings and
profits from the sale of marketable securities, even if derived from an active
business.

     If the Company were a PFIC during any year in which a US Portfolio
Stockholder owned Shares, that US Portfolio Stockholder would be subject to
additional taxes on any gain realized from the sale or any other disposition of
the Shares, or any excess distribution received from the Company.

     A US Portfolio Stockholder will have an excess distribution to the extent
that distributions on Shares during a taxable year exceeded 125% of the average
amount received during the three preceding taxable years (or, if shorter, the US
Portfolio Stockholders' holding period for the Shares). To compute the tax on
gain or on an excess distribution, (i) the excess distribution or the gain is
allocated ratably over the US Portfolio Stockholder's holding period for the
Shares, (ii) the amount allocated to the current taxable year at the highest
applicable marginal rate in effect for each year and an interest charge is
imposed to recover the deemed benefit from the deferred payment of the tax
attributable to each year. The amount allocated to past years is taxed at the
highest applicable marginal rate in effect for each year and an interest charge
is imposed to recover the deemed benefit from the deferred payment of the tax
attributable to each year.

     If the Company is a PFIC, US persons that own an interest in another entity
that owns shares in the Company may be treated as indirect holders of their
proportionate share of that entity's Shares, and may be taxed on their
proportional share of any gain or excess distribution from that entity
attributable to the entity's in the Company. A US person that owns an interest
in the entity that is an actual holder of Shares will be treated as an indirect
holder if (i) the actual holder is itself a PFIC, (ii) the actual holder is a
foreign corporation other than a PFIC in which the US person who owns an
interest in the actual holder owns (directly or indirectly) at least 50% in
value of the actual holder's shares, or (iii) the actual holder is a
partnership, trust or estate in which the US Portfolio Stockholder is a partner
or beneficiary. An indirect holder must take into income its portion of any
excess distribution received by the actual holder or any gain recognized by the
actual holder on the Shares. An indirect holder also must treat an appropriate
portion of its gain on the sale or disproportion of its interest in the actual
holder as gain on the sale of the Shares. If the Company were a PFIC, a US
Portfolio Stockholder of Shares would generally be subject to similar rules with
respect to distribution by, and dispositions of the shares of, any direct or
indirect subsidiaries of the Company that were PFICs.

                                       48

     The Internal Revenue Code provides each US stockholder in an PFIC with an
election whereby the additional US tax burden imposed on gain on sale of PFIC
stock and receipt of excess distributions from a PFIC, as described above, can
be avoided. This election generally requires that the PFIC stockholder include
in its income, its pro-rata share of the PFIC's distributed and undistributed
income, as computed under US tax accounting principles, on an current basis. In
certain cases, a further election is available to an electing PFIC stockholder
to defer the tax payable with respect to the stockholder's pro-rata share of the
PFIC's undistributed income, although in this case interest applies on the
deferred tax. Thus, even if the first or both of these elections are made, a US
stockholder of a PFIC loses the tax benefit, which is available with respect to
investment in a non-PFIC corporation, of deferring and converting to capital
gain the investor's personal US tax liability with respect to the Company's
undistributed income. These elections also generally require that the PFIC
annually provide the electing PFIC shareholder, for inspecting by the Internal
Revenue Service, an analysis of the PFIC's income computed under US tax
accounting principals. The Company does not intend to furnish any US Portfolio
Stockholder with the information that it would need in order to avoid the PFIC
tax treatment described by electing to include its share of the Company's income
on a current basis. Therefore, this election will not be available to the
Company's US Portfolio Stockholders.

     There are other adverse US tax rules associated  with holding Shares in a
company that has been a PFIC during any part of a US Portfolio Stockholders
holding period. These include a denial of a step-up in a tax basis on the death
of a US individual stockholder, and burdensome reporting requirements.

     If the Company ceases to be a PFIC, a US Portfolio Stockholder may avoid
the contained application of the tax treatment described above by electing to be
treated as if it sold its Shares on the last day of the last taxable year in
which the Company was a PFIC. Any gain is recognized and subjected to tax under
the rules described above. Loss is not recognized. The US Portfolio
Stockholder's basis in the Shares is increased by the amount of gain recognized
on the deemed sale. This election is not available to a US Portfolio Stockholder
that previously elected to include its share of the Company's income on a
current basis. The US Congress recently has considered legislation that would
alter the PFIC rules substantially. Prospective investors should consult their
own tax advisors as to the potential application of the PFIC rules, as well as,
the impact of any proposed legislation that could affect them.

     The Company has not generated sufficient income and assets during 1999 and
2000 to be deemed a PFIC.

     **Taxation of Dividends**

     The Company does not expect to pay cash dividends for the foreseeable
future, but, rather, to retain earnings to finance expansion of the business.
Should the Company begin paying dividends, however, the Company's dividends to
its US Portfolio Stockholders would be exempt from Belize tax. The overall
limitation on non-US taxes eligible for US credit is calculated separately with
respect to specific classes, or "baskets" of income. For this purpose, dividends
distributed by the Company will generally constitute "passive income" or, in the
case of certain US Portfolio Stockholder, "financial service income." The US tax
credits allowable with respect to each income basket cannot exceed the US
federal income tax payable with respect to such income. The consequences of the
separate limitation calculation will depend on the nature and sources of each US
Portfolio Stockholder's income and the deductions allocable thereto.

                                       49

     Distributions on the Shares will constitute dividends for US Federal income
tax purposes to the extent paid out of current or accumulated earnings and
profits of the Company, as determined for US federal income tax purposes. If the
Company pays a dividend, such dividend would likely be paid in U.S. dollars. The
amount of dividend income for a US Portfolio Stockholder will be the US dollar
value of the dividend payment on the date of receipt, even if the dividend is
not converted into US dollars. Dividends paid by the Company will not be
eligible for the "inter-corporate dividends received" deduction allowed to US
corporations.

     Dividends on distributions are taxed as ordinary income in the United
States. Other countries may apply different requirements.

     **Estate and Gift Tax**

     Belize does not impose any estate, inheritance or gift taxes. Therefore, no
Belize estate tax, inheritance tax or gift tax will be imposed on the death or
upon a lifetime gift by, a US Portfolio Stockholder.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following is a discussion of United States Federal income tax
consequences, under current law, generally applicable to a U.S. Holder (as
defined below) of common stock of the Company who holds such shares as capital
assets. This discussion does not address all potentially relevant Federal income
tax matters and it does not address consequences peculiar to persons subject to
special provisions of Federal income tax law, such as those described below as
excluded from the definition of a U.S. Holder. In addition, this discussion does
not cover any state, local or foreign tax consequences (See "Certain Canadian
Federal Income Tax Considerations" above).

     The following discussion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, published Internal Revenue Service
("IRS") rulings, published administrative positions of the IRS and court
decisions that are currently applicable, any or all of which could be materially
and adversely changed, possibly on a retroactive basis, at any time. In
addition, this discussion does not consider the potential effects, both adverse
and beneficial, of any recently proposed legislation that, if enacted, could be
applied, possibly on a retroactive basis, at any time.

U.S. HOLDERS

     As used herein, a "U.S. Holder" includes a holder of common stock who is a
citizen or resident of the United States, a corporation created or organized in
or under the laws of the United States or of any political subdivision thereof,
any entity which is taxable as a corporation for U.S. tax purposes and any other
person or entity whose ownership of common stock of the Company is effectively
connected with the conduct of a trade or business in the United States. A U.S.
Holder does not include persons subject to special provisions of Federal income
tax law, such as tax-exempt organizations, qualified retirement plans, financial

                                       50

institutions, insurance companies, real estate investment trusts, regulated
investment companies, broker-dealers, nonresident alien individuals or foreign
corporations whose ownership of common stock is not effectively connected with
the conduct of a trade or business in the United States and shareholders who
acquired their stock through the exercise of employee stock options or otherwise
as compensation.

DIVIDEND DISTRIBUTIONS ON SHARES OF THE COMPANY

     Except as otherwise discussed below under "Passive Foreign Investment
Company Considerations," U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common stock are required to
include in gross income for United States Federal income tax purposes the gross
amount of such distributions to the extent that the Company has current or
accumulated earnings and profits, without reduction for any Canadian income tax
withheld from such distributions. Such Canadian tax withheld may be deducted or
may be credited against actual tax payable, subject to certain limitations,
against the U.S. Holder's United States Federal taxable income by those who
itemize deductions. See "Foreign Tax Credit." To the extent that distributions
exceed current or accumulated earnings and profits of the Company, they will be
treated first as a return of capital up to the U.S. Holder's adjusted basis in
the common stock and thereafter as a gain from the sale or exchange of the
common stock. Preferential tax rates for net capital gains are applicable to a
U.S. Holder that is an individual, estate or trust.

     In general, dividends paid on common stock will not be eligible for the
dividends received deduction provided to corporations receiving dividends from
certain United States corporations. A U.S. Holder which is a corporation may,
under certain circumstances, be entitled to a 70% deduction of the United States
source portion of dividends received from the Company (unless the Company is a
"foreign personal holding company" as defined in Code Section 552, or a "passive
foreign investment company" as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations that
are beyond the scope of this discussion.

FOREIGN TAX CREDIT

     A U.S. Holder who pays (or who has had withheld from distributions)
Canadian income tax with respect to the ownership of common stock may be
entitled, at the election of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. This election is made on a
year-by-year basis and generally applies to all foreign income taxes paid by (or
withheld from) the U.S. Holder during that year. There are significant and
complex limitations that apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate share of the U.S.
Holder's United States income tax liability that the U.S. Holder's foreign
source income bears to his or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction
must be classified into foreign and domestic sources. Complex rules govern
income such as "passive income", "high withholding tax interest", "financial
services income", "shipping income" and certain other classifications of income.
The availability of the foreign tax credit and the application of the
limitations on the foreign tax credit are fact specific and holders and
prospective holders of common stock should consult their own tax advisors
regarding their individual circumstances.

                                       51

DISPOSITION OF COMMON SHARES

     Except as otherwise discussed below under "Passive Foreign Investment
Company Considerations," gain or loss realized on a sale of common stock will
generally be capital gain or loss, and will be long-term if the shareholder has
a holding period of more than one year. However, gain realized upon a sale of
common stock may under certain circumstances be treated as ordinary income, if
the Company were determined to be a "collapsible corporation" within the meaning
of Code Section 341 based on the facts in existence on the date of the sale. The
amount of gain or loss recognized by a selling U.S. Holder will be measured by
the difference between (i) the amount realized on the sale and (ii) his or its
tax basis in the common stock. Individual U.S. Holders may carryover unused
capital losses to offset capital gains realized in subsequent years. For U.S.
Holders that are corporations (other than corporations subject to Subchapter S
of the Code), any unused capital losses may only be carried back three and
forward five years from the year in which such losses are realized.

PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS

     If the Company is a "passive foreign investment company" as defined in Code
Section 1296 (a "PFIC"), U.S. Holders will be subject to U.S. federal income
taxation under one of two alternative tax regimes at the election of each such
U.S. Holder. Code Section 1296 defines a PFIC as a corporation that is not
formed in the United States and either (i) 75% or more of its gross income for
the taxable year is "passive income", which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the Company elects, adjusted tax basis), of its assets that produce or
are held for the production of "passive income" is 50% or more. The Company
currently qualifies as a PFIC because 75% or more of its gross income for the
taxable year is "passive income," and may have been a PFIC in prior years. The
rules applicable to a PFIC that is also a "controlled foreign corporation", as
defined in Code Section 957, are more complex and are beyond the scope of this
discussion.

     A U.S. Holder who elects in a timely manner to treat the Company as a
"qualified electing fund"(an "Electing U.S. Holder") will be subject to current
federal income tax under Code Section 1293 for any taxable year in which the
Company is a PFIC (or is treated as such with respect to the Electing U.S.
Holder) on his or its pro-rata share of the Company's (i) "net capital gain"
(the excess of net long-term capital gain over net short-term capital loss),
which will be taxed as long-term capital gain to the Electing U.S. Holder; and
(ii) "ordinary earnings" (the excess of earnings and profits over net capital
gain), which will be taxed as ordinary income to the Electing U.S. Holder, in
each case, for the shareholder's taxable year in which (or with which) the
Company's taxable year ends, regardless of whether such amounts are actually
distributed.

     The qualified electing fund ("QEF") election generally also allows the
Electing U.S. Holder to (i) treat any gain realized on the disposition of his or
its common stock (or deemed to be realized on the pledge of his or its common
stock) as capital gain; (ii) treat his share of the Company's net capital gain,
if any, as long-term capital gain instead of ordinary income; and (iii) either
avoid interest charges resulting from PFIC status altogether, or make an annual
election, subject to certain limitations, to defer payment of current taxes on
his share of the Company's annual realized net capital gain and ordinary
earnings subject, however, to an interest charge on such deferred taxes.

                                       52

     The procedure a U.S. Holder must comply with in making an effective QEF
election will depend upon whether the year of the election is the first year in
the U.S. Holder's holding period. If the U.S. Holder makes a QEF election in
such first year, then the U.S. Holder may make a QEF election by filing the
appropriate documents at the time the U.S. Holder files its tax return for such
first year.

     When a timely QEF election is made in the first year of the U.S. Holders'
holding period for which the Company qualifies as a PFIC, if the Company no
longer qualifies as a PFIC in the subsequent year, normal Code rules will apply.
It is unclear whether a new QEF election would be necessary if the Company
thereafter re-qualifies as a PFIC.

     If a U.S. Holder does not make a QEF election for the first year during
which he or it holds (or is deemed to have held) the common stock in question
and the Company is a PFIC (a "Non-electing U.S. Shareholder"), then special
taxation rules under Code Section 1291 will apply to (i) gains realized on the
disposition (or deemed to be realized by reason of a pledge) of his or its
common stock and (ii) certain "excess distributions", as specifically defined by
the Company.

     A non-electing U.S. shareholder generally will be required to pro-rate all
gains realized on the disposition of his or its common stock and all excess
distributions over the entire holding period of the common stock. All gains or
excess distributions allocated to prior years of the U.S. Holder (provided that
such years are not prior to the first day of the first taxable year of the
Company during such U.S. shareholder's holding period and beginning after
January 1, 1987 for which it was a PFIC) will be taxed at the highest tax rate
applicable to ordinary income for each such prior year. A non-electing U.S.
Holder also will be liable for interest on the foregoing tax liability for each
such prior year calculated as if such liability had been due with respect to
each such prior year. The balance of the gain or the excess distribution will be
treated as ordinary income in the year of the disposition or distribution, and
no interest charge will be incurred with respect to such balance.

     If the Company is a PFIC for any taxable year during which a non-electing
U.S. Holder holds common stock, then the Company will continue to be treated as
a PFIC with respect to such common stock, even if it is no longer definitionaly
a PFIC. A non-electing U.S. Holder may terminate this deemed PFIC status while
the Company is still a PFIC by filing a QEF election and electing to recognize a
gain (which will be taxed under the rules discussed above for non-electing U.S.
Holders) as if such common stock had been sold on the first day of the U.S.
Holder's taxable year for which the U.S. Holder files the QEF election. If the
Company is no longer a PFIC, a U.S. Holder may terminate the Company's deemed
PFIC status by electing to recognize gain as if the common stock had been sold
on the last day of the last taxable year for which the Company was a PFIC.

     Once a U.S. Holder has filed a QEF election, he or it will thereafter be
required to submit certain information regarding the Company to the Internal
Revenue Service each year. The Company intends to comply with such record
keeping, reporting, and other requirements as necessary to enable its U.S.
Holders to make a QEF election; provided, that if regulations are issued that
contain exceedingly onerous reporting and record-keeping requirements, the
Company may decide that compliance is impracticable and will so notify its U.S.
Holders.

                                       53

     Certain special, generally adverse, rules will apply with respect to the
common stock of the Company while the Company is a PFIC whether or not it is
treated as a QEF. For example under Code Section 1297(b)(6) a U.S. Holder who
uses PFIC stock as security for a loan (including a margin loan) will, except as
may be provided in regulations, be treated as having made a taxable disposition
of such stock. Moreover, under Code Section 1291(f) the Department of the
Treasury has authority to issue regulations, and has issued proposed
regulations, that would treat as taxable certain transfers that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death, although it is not clear that such
authority extends to transfers by Electing U.S. Holders.

     The foregoing discussion is based on existing provisions of the Code,
existing and proposed regulations thereunder, and current administrative rulings
and court decisions, all of which are subject to change. Any such changes could
affect the validity of the discussion. In addition, the implementation of
certain aspects of the PFIC rules requires the issuance of regulations which in
many instances have not yet been promulgated and which may have retroactive
effect. There can be no assurances that any of these proposals will be enacted
or promulgated, and if so, the form they will take or the effect that they may
have on this discussion. Accordingly, and due to the complexity of the PFIC
rules, U.S. persons who are shareholders or prospective shareholders of the
Company are strongly urged to consult their own tax advisors concerning the
impact of these rules on their investment in the Company.

                              DOCUMENTS ON DISPLAY

      Upon effectiveness of this registration statement, ITEL will become
subject to the information requirements of the U.S. Securities Exchange Act of
1934, as amended, and, in accordance therewith, will be required to file
reports, including annual reports on Form 20-F, and other information with the
U.S. Securities and Exchange Commission. These materials, including this
registration statement and the exhibits thereto, may be inspected and copied at
the Commission's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. As a foreign private issuer, we are
not required to make filings with the Commission by electronic means, although
we may do so. Any filings we make electronically will be available to the public
over the Internet at the Commission's web site at http://www.sec.gov.

**ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.**

     The principal market risks (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which the Company is exposed are:

--------- ---------------------------
*         interest rates on debt;
*         foreign exchange rates
--------- ---------------------------

     The following risk management discussion and the estimated amounts
generated from analytical techniques are forward-looking statements of market
risk assuming certain market conditions occur. The Company's actual results in
the future may differ materially form these projected results due to actual
developments in the global financial markets.

                                       54
**Interest Rates**

     Interest rates will fluctuate from time to time. The Company intends to
monitory such interest rates in order to take advantage of the fluctuations.

     **Foreign Exchange Rates**

     The Company has not generated any revenues to date. In the future the
Company intends to hedge transactions because of our exposure to foreign
exchange fluctuations.

     Operating in international markets involves exposure to movements in
currency exchange rates that typically affect economic growth, inflation,
interest rates, governmental actions and other factors.

     Our revenue streams and operating expenses are denominated in US dollars
only. Approximately 100% of the Company capital contributions and expenses were
generated in U.S. dollars. From the Company perspective, the currency movement
that would have the greatest impact upon operations is the US dollar.
Strengthening the U.S. dollar will have the affect of increasing the Company's
earnings.

     **Inflation**

     Inflation had no material impact on the Company operations during the years
ended December 31, 2000.

**ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**

     Not Applicable

                                    **PART II****ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES**

     None

**ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
           PROCEEDS**

     Not Applicable

**ITEM 15. RESERVED****ITEM 16. RESERVED****PART III****ITEM 17.   FINANCIAL STATEMENTS.**

     See Item 19.

**ITEM 18.   FINANCIAL STATEMENTS.**

     Not applicable. Consolidated financial statements are provided under Item
17.

                                       55
**ITEM 19.   EXHIBITS.****A. Financial Statements of Registrant.**

     The following financial statements, together with the reports of the
Company's independent accountants, are filed as part of this Registration
Statement.

                   **INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                              **FINANCIAL STATEMENTS**
                                DECEMBER 31, 2000

                                TABLE OF CONTENTS**PAGE #**

INDEPENDENT AUDITOR'S REPORT................................................. 1

BALANCE SHEET................................................................ 2

STATEMENT OF OPERATIONS...................................................... 3

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY................................. 4

STATEMENT OF CASH FLOWS...................................................... 5

NOTES TO FINANCIAL STATEMENTS.............................................. 6-9

**INDEPENDENT AUDITORS' REPORT**

To The Board of Directors
INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.
Punta Gorda, Belize, CA

     We have audited the accompanying Balance Sheets of INTERNATIONAL TECHNOLOGY
ENTERPRISES LTD. (A Development Stage Company), as of December 31, 2000, and the
related statements of operations, changes in stockholders' equity and cash flows
for the period September 27, 2000, (inception), to December 31, 2000. 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 U.S. 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 significant estimates made by
management, as well as evaluating 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 INTERNATIONAL TECHNOLOGY
ENTERPRISES LTD. (A Development Stage Company), as of December 31, 2000, and the
results of its operations and cash flows for the period from September 27, 2000,
(inception), to December 31, 2000, in conformity with U.S. generally accepted
accounting principles.

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered a loss from operations and has no
established source of revenue or cash flow. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Braverman & Company, P.C.
Prescott, Arizona
June 13, 2001
520-771-1122

                                      F-1
**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                                 **BALANCE SHEET**DECEMBER 31, 2000**ASSETS**

CURRENT ASSETS-Cash                                                 $   3,400
                                                                    -----------

                                                                    $   3,400
                                                                    ===========

               **LIABILITIES AND STOCKHOLDERS' EQUITY**

CURRENT LIABILITIES                                                 $       0
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, par value $0.001;
      authorized 100,000,000 shares;
      issued 1,440,400                                                  1,440
   Paid-in capital                                                      2,060
   Contributed capital                                                 15,500
   Common stock subscribed                                              3,709
   Subscriptions receivable                                            (3,709)
     (Deficit) accumulated during
       the Development stage                                          (15,600)
                                                                     ----------

TOTAL STOCKHOLDERS' EQUITY                                          $   3,400
                                                                     ----------

                                                                    $   3,400
                                                                     ==========

    The accompanying notes are an integral part of these financial statements

                                     - 2 -

**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                             **STATEMENT OF OPERATIONS**
               September 27, 2000(inception), to December 31, 2000
                    and (Deficit) Accumulated Since Inception

REVENUES                                                            $       0
                                                                    -----------
EXPENSES
     General and
     Administrative                                                 $  (15,600)
                                                                    -----------
TOTAL EXPENSES                                                      $  (15,600)
                                                                    -----------
NET (LOSS)                                                          $  (15,600)
                                                                    ===========
Net (loss) per share-Basic                                          $     (.01)
                                                                    ===========
Weighted average
Number of common
shares outstanding                                                   1,440,400
                                                                    ===========

    The accompanying notes are an integral part of these financial statements

                                     - 3 -

**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                 **STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY**
              September 27, 2000 (inception), to December 31, 2000

                                                                                              ACCUM-
                        COMMON STOCK      PAID-IN    CONTRIBUTED     STOCK SUBSCRIBTIONS      ULATED
                      SHARES     AMOUNT   CAPITAL      CAPTIAL      AMOUNT      RECEIVABLE   (DEFICIT)    TOTAL
                     ------------------------------------------------------------------------------------------
At inception                -    $  -      $   -       $  -        $  -         $  -         $   -       $   -
   September 28, 2000
   Proceeds @ $.001    925,500     925                                                                       925
   Proceeds @ $.005    515,093     515      2,060                                                          2,575
Contributed capital                                    15,500                                             15,500
Common stock                                                                                                 -
   subscriptions for
   3,708,600 shares                                                 3,708       (3,708)                      -
Net (loss) for the period                                                                     (15,600)   (15,600)
                         ----------------------------------------------------------------------------------------
Balances,                                                                                                    -
   December 31, 2000 1,440,400    1,440    $2,060     $15,500      $3,708      $(3,708)     $ (15,600)   $ 3,400
   ----------------- -------------------------------------------------------------------------------------------

    The accompanying notes are an integral part of these financial statements

                                      - 4 -

**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                             **STATEMENT OF CASH FLOWS**
              September 27, 2000 (inception), to December 31, 2000
                    and (Deficit) Accumulated Since Inception

Cash Flows from
Operating Activities
     Net (loss)                                                     $  (15,600)
     Contributed capital                                                15,500
                                                                    -----------
Net cash used in
Operating activities                                                $     (100)

Cash Flows from
Financing Activities
 Proceeds from sale of common stock                                      3,500
                                                                    -----------

Net cash Increase                                                    $   3,400
Cash,
Beginning of period                                                          0
                                                                    -----------
Cash, End of Period                                                 $    3,400
                                                                    ===========
Non-cash transactions:

Common stock subscriptions                                          $    3,708
Subscriptions receivable                                            $   (3,708)

    The accompanying notes are an integral part of these financial statements

                                     - 5 -
**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                         **NOTES TO FINANCIAL STATEMENTS**
                                December 31, 2000

**NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY**

International Technology Enterprises, Ltd. (the Company) was incorporated on
September 27, 2000, in Belize, Central America, Certificate #16,272. It has no
business or earned revenues and in accordance with SFAS #7, is considered a
development stage company. The Company has selected December 31st as its
year-end.

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES****Estimates**

The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.

        **Cash and equivalents**

The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. There are no cash
equivalents as of December 31, 2000.)

        **Foreign Currency Conversion**

The Company maintains its books and records in United States dollars, using
accounting principles generally accepted in the United States of America.

        **Income Taxes**

The Company's primary tax reporting country is Belize. Under Belize laws,
foreign earned income is taxable only on remittances to Belize. Income from
operations in the United States is taxable by the United States and applicable
state governments. Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting Standards No.
109 (SFAS #109) "Accounting for Income Taxes". A deferred tax asset or
liability will be recorded, net of a valuation allowance, for all material
temporary differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities. No amounts incurred to date are tax deductible until operations
commence, accordingly there is no deferred tax at December 31, 2000.

                                       -6-
**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                         **NOTES TO FINANCIAL STATEMENTS**
                                DECEMBER 31, 2000

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)****Reporting on Costs of Start-Up Activities**

Statement of Position 98-5 *("SOP 98-5"), "Reporting on the Costs of
Start-Up Activities"* requires organizational and start-up activities to
be expensed as incurred.

        **Loss Per Share**

Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) *"Earnings Per Share"*. Basic loss
per share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period.

**NOTE 3 - INCOME TAXES**

        There is no income tax provision applicable for the period ended
        December 31, 2000.

**NOTE 4 - STOCKHOLDERS' EQUITY**

On September 28, 2000, the Company restated its Articles of Incorporation, which
increased its capitalization from 50,000 common shares to 100,000,000 and
changed its par value from US $1.00 to US $.001

**NOTE 5 - GOING CONCERN**

The Company's financial statements are prepared using U.S. generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. To date the Company has suffered losses and has minimal working
capital and equity. It has neither an established source of revenues or cash
flows sufficient to cover its operating costs and to allow it to continue as a
going concern. Management's plan is to have the majority
stockholders/officers sustain all required cash flows of the Company in the near
term.

                                       -7-
**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                          **NOTES TO FINANCIAL STATEMENTS**
                                DECEMBER 31, 2000

**NOTE 6 - RELATED PARTY TRANSACTIONS****Contributed Capital**

The Company neither owns nor leases any real or personal property. Services and
costs provided by management/shareholders have been included in the accompanying
financial statements as contributed capital as follows:

         Incorporation costs              $3,700
         Management compensation           4,500
         Rent and utilities                1,800
         Agent fees                          800
         Office supplies                     600
         Telephone                           600
         Transfer agent fees               2,500
         Audit fees                        1,000
                                           -----

         Total                          $ 15,500
                                        ========

The officers and directors of the Company are involved in other business activities
and may in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.

        **Ownership and Control**

As of December 31, 2000 the Company was a subsidiary of International Technology
Industries, Corp. (ITIC), a recently formed international business corporation,
a Belize corporation.

ITIC and EFHC have subscribed to a total of 3,708,600 shares of the Company's
common stock at $.001 per share for a total of $3,708 as of December 31, 2000.
Substantially all of the shares owned and subscribed to by ITIC are subject to a
5 year " Stock Pooling Agreement" whereby such shares, which comprise
the majority of the outstanding and subscribed shares, are restricted on
transferability, and may not be pledged or encumbered in order to provide
stability to the capital structure of the Company. The Stock Pooling agreement
is among shareholders owning greater than 3 percent of the Company (See Item 7
for list of companies with more than 3% ownership of the Company). The 4,634,100
shares of common stock held by these "Insider Shareholders" constitute
90% of the issued and outstanding securities of the Company. In order to provide
stability to the capital structure of the Company, the Insider Shareholders have
agreed to restrict the transfer of their shares of the Company common stock
("Shares"), and to subject the certificates representing ownership of
their Shares ("Share Certificates") to a pooling arrangement as
described in the Stock Pooling agreement. No Shareholder shall transfer, pledge
or encumber any of the Shares held by that Shareholder or any ownership interest
therein, during the 5-year term of this agreement. The agreement may be set
aside by unanimous vote of the Insider Shareholders at any time.

                                      - 8 -
**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                         **NOTES TO FINANCIAL STATEMENTS**
                                DECEMBER 31, 2000

**NOTE 7 REGISTRATION OF SECURITIES**

The Company is in the process of voluntarily filing on Form 20F under the
Securities Exchange Act of 1934, a registration statement with the Securities
and Exchange Commission, which will, upon its effective date, require the
Company to render annual, audited financial statements of the Company.

                                       -9-

**B. Exhibits.**
-------- ------------------------------------------------

   1.1     Articles of Association.**
   1.2     Bylaws.**
   1.3     Share Certificate - Common Stock**

  10.1    Management Consulting Agreement between Equity Finance Holding
          Corporation and International Technology Enterprise Ltd. dated
          20 September 2000*
  10.2    Agreement Between International Technology Enterprise Ltd. And
          Beowulf Investments dated 15 December 2000.*

   23      Consent of BRAVERMAN & COMPANY, P.C.*
-------- ------------------------------------------------

*  Filed within
** Previously filed in 20FR12G on 4/20/2001

        All other schedules and exhibits are omitted, as the required
information is not applicable or is not present in amount sufficient to require
submission of the schedule or because the information required is included in
the financial statements and notes hereto.

                                       56
**SIGNATURES**

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

     Dated this 18th day of January, 2002.

                   BY:
                              INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.

                   BY:        /s/*Jack L. Mahan, Jr.*
                                  Jack L. Mahan, Jr., President, Chief Executive
                                                      Officer, Chief Financial
                                                      Officer and Secretary of
                                                      Board

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Jack L. Mahan, as true and lawful attorney-in-
fact and agent, with full power of substitution, for his and in his name, place
and stead, in any and all capacities, to sign any and all amendment (including
post-effective amendments) to this registration statement, and to file the same,
therewith, with the Securities and Exchange Commission, and to make any and all
state securities law or blue-sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying the
confirming all that said attorney-in-fact and agent, or any substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 20-F Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

**Signature                Title                                 Date**/s/ Ian D. Ross          Chairman of the Board                 18 January 2002
    Ian D. Ross             and Vice President

/s/ Jack L. Mahan, Jr.   President, Chief Executive Officer,   18 January 2002
    Jack L. Mahan, Jr.      Chief Financial Officer and
                            Secretary of the Board

/s/ Quan Van Nguyen      Member of the Board of Directors      18 January 2002
    Quan Van Nguyen

                                       57
```