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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                  FORM 20-F/A-2

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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 12(g) 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.
[ ] 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**
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**PART  I**
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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 ................................   13
Item 5.       Operating and Financial Review ............................   16
Item 6.       Directors, Senior Management and Employees ................   17
Item 7.       Major Shareholders and Related Party Transactions .........   20
Item 8.       Financial Information .....................................   24
Item 9.       The Listing ...............................................   24
Item 10.      Additional Information ....................................   26
Item 11.      Quantitative and Qualitative Disclosures about Market Risk.   32
Item 12.      Description of Securities Other than Equity Securities ....   32
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**PART II**
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Item 13.      Defaults, Dividend Arrearages and Delinquencies ...........   32
Item 14.      Material Modifications to the Rights of Security Holders
                and Use of Proceeds .....................................   33
Item 15.      [Reserved] ................................................   33
Item 16.      [Reserved] ................................................   33
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**PART III**
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Item 17.      Financial Statements ......................................   33
Item 18.      Financial Statements ......................................   33
Item 19.      Exhibits ..................................................   33
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                                       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 December 31,
2000.

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.

                                       3
**Statement of Loss and Accumulate Deficit Date:

         Financial Information per US  GAAP

               December 31, 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**

         Not  Applicable.

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

         Not  Applicable.

**D.   Risk Factors*****1. 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.

     ***2. 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.

     ***3. Liquidity; Need for Additional Financing.*** 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.

                                       4
***4. 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.

     ***5.  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.

     ***6. Reliance upon Directors and Officers who will be devoting limited time
to the operations of the Company.*** 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.

     ***7.  Because the Company's officers and directors are engaged in other
businesses, they may be subject to conflicts of interest between the Company and
their other business interests.*** Because the Company's officers and directors are
engaged in other business activities, they may be subject to conflicts of
interest between the Company and their other business interests should a
business opportunity become available to the Company as well as the other
business interests. The Company has not formulated a policy for the resolution
of such conflicts and accordingly the Company may not be able to participate in
the new interest as a result of the conflicts.

                                       5
***8. The Company and its officers and directors will be liable for false
advertising or misrepresented claims.*** 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 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 major shareholder of ITIC (International
Technology Industries Corp.) The press release was issued without authorization
by the company. Equity Finance Holding Corporation included the following
statement of liability on the press release: "Note: Statements regarding
financial matters in this press release other than historical facts are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that
term is defined in the Private Securities Litigation Reform Act of 1995. The
company intends that such statements about the company's future expectations,
including future revenues and earnings, and all other forward-looking
statements, be subject to the safe harbors created thereby. Since these
statements (future operational results and sales) involve risks and
uncertainties and are subject to change at any time, the company's actual
results may differ materially from expected results." Given the safe harbors
disclaimer at the end of the press release, and that 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.

                                       6
***9.  Issuance of Additional Shares.***  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.

     ***10. 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 rights 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.

     ***11.  Because the Company's Articles of Association provide that the
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 investors inability to sell or transfer his
securities.

     ***12. Because the Company's Articles of Association 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 investors inability
to sell or transfer his securities.

     ***13.  Indemnification of Officers and Directors for Securities Liabilities.***
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.

                                       7
***14. 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.

     ***15.  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.

     ***16. Because the Company is organized under the laws of Belize, 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.

     ***17. 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.

     ***18. 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
additional shares are issued by the Company 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.

     ***19. No Dividends Anticipated.***  At the present time the Company does not
anticipate paying dividends, cash or otherwise, on its Common Stock in the
foreseeable future. Future dividends will depend on earnings, if any, of the
Company, its financial requirements and other factors.

                                       8
***20. 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 a 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.

     ***21.  The International Business Company legislation enacted in 1990 by
Belize, Central America, the company's domicile, may impact investor's holdings.***
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.

     ***22. 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.) 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.

     ***23. Company operations may suffer loss relative currency fluctuations and
foreign exchange controls.*** 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 which 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.

                                       9
***24.  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.

     ***25.  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
effect 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, 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.

     ***26. 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.

     ***27.  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.

     ***28.  Events in the industry in which the Company participates may cause
fluctuations creating loss for the Company and the investors.******29.  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.

                                       10
***30. 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 among 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.

     ***31.  If the Company is judged a Foreign Passive Investment Company,
investors may suffer a loss from tax consequences to the investor.*** The Company
does not believe that it is, for United States federal tax purposes, a passive
foreign investment company (a "PFIC"), and expects to continue its operations in
such a manner that it will not be a PFIC. If, however, the Company is or does
become a PFIC, U.S. shareholders could be subject to additional federal income
taxes on certain distributions or gains with respect to Common Stock, plus an
interest charge on certain taxes treated as having been deferred by the U.S.
shareholder, under the PFIC rules. For United States federal income tax
purposes, a U.S. Holder will recognize taxable gain or loss on any sale or
exchange of a Common Stock in an amount equal to the difference between the
amount realized for the Common Stock and the U.S. Holder's basis in the Common
Stock. Such gain or loss will be capital gain or loss and will be long-term
capital gain or loss if the Common Stock has been held for more than one year on
the date of the sale or exchange. Long-term capital gains of individuals are
eligible for reduced rates of taxation, with additional rate reductions
applicable to gains from capital assets held for more than 18 months. Any gain
recognized by a U.S. Holder will generally be treated as United States source
income. It is presently unclear whether any loss realized by a U.S. Holder will
be treated as from sources within the United States or outside the United
States. The losses may be treated as from sources without the United States.
Prospective investors should consult their own tax advisors with respect to the
treatment of capital gains and losses. U.S. persons who are shareholders in a
controlled foreign corporation, foreign personal holding company or foreign
passive investment company are required to file form 5471. See "Taxation"
Foreign Passive Investment Company below.

     ***32. If Equity Finance Holding Corporation fails, the Company may fail.***
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$175,000 with payments spread over 8 months. There is no financial
obligation after the company trades the NASD OTCBB. EFHC's shareholders benefit
by being paid a stock dividend of the Company. 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, the majority of its audited
debt reflects compliance with SEC rule SAB Topic 1 (B). The EFHC management,
like that of the Company, does not expect payment of salaries until the company
turns a profit. 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.

                                       11
***33.  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 which
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.
There is no prohibition which 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 Company may declare dividends. 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. Shareholders are not 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 owing a substantial number of shares.

     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. 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. 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. 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. There is no bylaw
provision governing the ownership threshold above which\ shareholder ownership
must be disclosed. There are no conditions imposed by the Memorandum of
Association governing changes in capital which are more stringent than is
required by 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 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 the Company.

     ***34.  Investors may suffer loss caused by a Policy of No Dividends and
Limitation of Share Transferability through a Stock Pooling agreement:*** Present
Company policy is to pay no cash dividends, however if any were paid, they would
be paid on a pro rata basis based on the number of shares held. Additionally,
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 90
percent of the outstanding shares of the Company. 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.

                                       12
**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 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.

     **Warranties**

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

                                       13
**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.

     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 which 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%).

     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.

                                       14
**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.

     **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 that (1) the brokerage contracts are
entered into between the Company and customer and (2) the Company locates 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 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.

                                       15
**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.

     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. The 515,093
shares of Common Stock being registered hereunder were purchased with a view to
subsequent distribution of the stock to its shareholders.

     **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 which 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.

                                       16
**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.

**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.

                                       17
**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.

     **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.

                                       18
**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.

     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.

                                       19
**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.

--------------------------- ------------------ ------------------------------ ------------------
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%
----------------------------------- -------------------- --------------- ----------------------

                                       20
**Relationship and Transactions with Equity Finance Holding Corporation and
International Technology Industries Corp.**

     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 Company stock is owned by
737 public shareholders. Currently, there are 726 host country shareholders of
the Company's common shares.

**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.

                                       21
**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.
------------------------- --------------------------- ---------------------------- --------------------------

                                       22

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.

     Equity Finance Holding Corporation (EFHC) has a management consulting
services agreement 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.

     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 negations for
acquisition of Tech 2000 Corp. by the Company.

                                       23
**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.

     Mr. William Cate is the Managing Director of Beowulf Investments.  Beowulf
Investments is contracted 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.

                                       24

     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 in the United States or Europe, 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 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 September 28, 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
March 19, 2001, the Company had 733 holders of record of its common shares.
Currently, there are 726 U.S. shareholders of the Company's common 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.

                                       25
**ITEM 10.   ADDITIONAL INFORMATION****A. Share Capital**

     The Company sold 515,093 shares of its Common Stock to Equity Finance
Holding Corporation (*"EFHC"*) on December 15, 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 December 30,
2000, EFHC distributed the foregoing 515,093 to its shareholders as a stock
dividend.

     **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 March 19, 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

                                       26

     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.

     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.

                                       27

     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 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 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 the
Company.

**C.   Material Contracts**
     None.

**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.

                                       28
**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. In particular, the discussion does not address the tax
consequences under United States, state, provincial, local and other national
tax laws. Accordingly, 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.

     **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.

                                       29

     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.

     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.

                                       30

     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.

     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 my 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.

                                       31
**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.

     **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

                                       32
**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.

**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.

                                       33
**INTERNATIONAL TECHNOLOGY ENTERPRISES LTD.**
                          (A Development Stage Company)

                              **FINANCIAL STATEMENTS**
                                DECEMBER 31, 2000

                                TABLE OF CONTENTSPAGE #

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

                    **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**

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

*  Filed within
** Prevously 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.

                                       34
**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 31st day of October, 2001.

                   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                 October 31, 2001
    Ian D. Ross             and Vice President

/s/Jack L. Mahan, Jr.    President, Chief Executive Officer,   October 31, 2001
    Jack L. Mahan, Jr.      Chief Financial Officer and
                            Secretary of the Board

/s/Quan Van Nguyen       Member of the Board of Directors      October 31, 2001
    Quan Van Nguyen

                                       35
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