SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-KSB


(Mark One)

[X]    Annual report under Section 13 or 15(d) of the Securities Exchange
       Act of 1934

       For the fiscal year ended December 31, 1999

[  ]   Transition report under Section 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the transition period from ________ to _________

                        Commission File Number: 000-25947

                    STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                 ---------------------------------------------
                 (Name of Small Business Issuer in its Charter)
                   Formally Innovative Technology Systems, Inc.

             FLORIDA                             65-0386286
        ------------------                     -----------------
(State or Other Jurisdiction of                 (IRS Employer
Incorporation or Organization)                Identification No.)

        1025 S. Semoran Blvd., Ste. 1093, Winter Park, FL       32792-5524
        -------------------------------------------------       ----------
        (Address of Principal Executive Offices)                (Zip Code)

                                877-732-9162
                                ------------
                        (Issuer's Telephone Number)

        Securities registered under Section 12(b) of the Exchange Act:

Title of each Class: NONE                   Name of Each Exchange on
                                            Which Registered: NONE

        Securities registered under Section 12(g) of the Exchange Act:

                        Common Stock, no par value
                        --------------------------
                             (Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [   ]

The issuer is a developmental stage company, and as such has yet to
generate any revenues.

As of March 22, 2000, the issuer had 7,680,876 shares of common stock
outstanding.

Documents incorporated by reference: NONE

Transition Small Business Disclosure Format (check one): YES [ ]   NO [X]


                                        1


<PAGE>


                                INDEX

PART I.
														Page
No.
---
        Item 1.         Business..........................................1
        Item 2.         Properties........................................3
        Item 3.         Legal Proceedings.................................4
        Item 4.         Submission of Matters to a Vote of Security
                        Holders...........................................4

PART II.

	Item 5.		Market for Registrant's Common Equity and Related
                        Stockholders Matters..............................4
        Item 6.         Selected Financial Data...........................4
	Item 7.		Management's Discussion and Analysis of Financial
                        Condition and Results of Operations...............5
	Item 8.		Financial Statements and Supplementary
                        Data..............................................7
	Item 9.		Changes in Disagreements with Accountants on
                        Accounting and Financial Disclosure...............7

PART III.

	Item 10.	Directors and Executive Officers of the
                        Registrant........................................7
        Item 11.        Executive Compensation............................7
	Item 12.	Security Ownership of Certain Beneficial
                        Owners and Management.............................8
        Item 13.        Certain Relationships and Related Parties.........8

PART IV.

	Item 14.	Exhibits, Financial Statement Schedules
                        and Reports on Form 8-K...........................9

SIGNATURES

                                        2

<PAGE>


                                    PART I.
                                    -------

Item 1.		Business

        Stanfield Educational Alternatives, Inc.(formerly known as
Innovative Technology Systems, Inc.) (the "Company") is
presently a development stage company.  Recently the company was
successful in concluding the purchase of a business through an
exchange of capital stock which has resulted in the Company
entering into the education business.

        Prior to the purchase of the educational business by the
Company, on November 11, 1999, Larry Stanfield, the majority
shareholder of Stanfield Educational Alternatives, Inc. (which,
as a result of a name swap with Innovative, is now known as
Innovative Technology Systems, Inc.)1, entered into an agreement
with John Byslma, the majority shareholder of Innovative
Technologies, Inc. (which, as a result of a name swap, is now
know as Stanfield Educational Alternatives, Inc.)[1] , to acquire
his (Mr. Byslma's) 4,473,000 control shares of Innovative
Technologies Inc. As a result of this transaction, Mr. Stanfield
controls a majority of the shares of Innovative, as well as a
majority of the shares of Stanfield.

        On December 10, 1999, Innovative Technology Systems, Inc.
entered into an agreement with the majority shareholders of
Stanfield Educational Alternatives, Inc. to purchase one hundred
(100%) percent of the issued and outstanding shares in a tax-
free exchange of shares.  The share agreement allowed Stanfield
Educational Alternatives' shareholders to receive 1 share of
Innovative Technology Systems, Inc. common stock in exchange for
2 shares of Stanfield's common stock.  A copy of this agreement
has previously filed been filed with the Commission  on December
16, 1999 on Form 8-K.

        Thereafter, Innovative Technology Systems, Inc. and
Stanfield Educational Systems, Inc., on January 12, 2000
concluded a name swap.  Presently, Innovative is a wholly owned
subsidiary of Stanfield.

        The Company is a unique, progressive educational
corporation and franchisor of the Company Ed-vancement Centers,
a network that provides a comprehensive range of educational and
tutorial services to individuals of all ages.  The Company also
develops and publishes a variety of specialized educational
programs including a computer global Internet educational campus
in various languages.  The Company's research and development
division develops a variety of educational programs for children
of all ages for both video and television production.

	The Company's principal and proprietary products include
the Easy Reader I System (for students in grades 1-3), the Easy
Reader II System (for students in grades 4-6) and the Sound
Factory System (a phonics program for grades 1-9).  In addition,
the Company will use a variety of commercially available
educational products and services to create full service
educational centers that can be utilized by clients from grade
school through adulthood.

____________________

[1] On January 12, 2000, Stanfield Educational Alternatives, Inc. and
Innovative Technology Systems, Inc. swapped names, as is reflected in
the 8-K filed simultaneously with this 10-KSB filing, which resulted in
the registrant now being known as "Stanfield Educational Alternatives, Inc."

                                        3

<PAGE>


	The Company's investment in intellectual properties extends
beyond programs, services and textbooks to the proprietary
characters that populate them.  Young students will enjoy the
adventures of Jumping Monkey, Blue Fish, Funny Airplane and a
host of other copyrighted and trademarked characters.

	The Company continually conducts research and development
of new products via its R&D Division.  This allows the Company
to offer new products as well as enhance current products.

	The K-12 education market, the primary (but by no means
exclusive) focus of the Company's efforts, is the largest
segment of the education industry with approximately $360
billion spent annually.  Despite that size, many analysts
recognize it as the most problematic for investors because there
are so few investment opportunities in this highly bureaucratic
and inefficient (less than $0.50 of every public school dollar
is spent in the classroom) sector.  Management believes
increased accountability and parental involvement will create
significant demand for the kind of supplemental tutoring for
kids that the Company was created to deliver.

	The Company, even though it is in development stage, is
based upon the two and half decades of research and development
of its founder, Lawrence W. Stanfield, and has patterned its
business model after the successful franchisers such as those
listed in the following paragraph entitled "Competitors."
Unlike those companies, which only deliver commercially
available courseware, the Company utilizes a unique,
"proprietary" learning system that is child friendly and
populated with copyrighted animated characters and an innovative
Internet based diagnostic tool.

	It is the Company's intent to compete at the franchise
level with superior products, innovative technology and an
initial tight marketing focus on learning disabilities.  The
Company also enjoys a proprietary product that is readily
adaptable to Internet delivery and is thus potentially scalable
to mass audience.  At the corporate level, the Company believes
it can compete successful in the sale of franchises due to the
enormous demand.


Marketing

	The Company utilizes a national and local marketing/advertising
public relations firm.  The Company has also developed its website that
can be accessed at www.helpingkids.com.


Competition

        The Company's competition is a fragmented landscape from "mom and pop
consultants to a handful of nationally known educational service companies.
The major players are: Huntington Learning Centers, Kaplan, Kumon USA and
Sylvan Learning Systems.


Government Regulation

	The sales of franchises are regulated by various state
authorities as well as the Federal Trade Commission (the "FTC").
The FTC requires that franchisors make extensive disclosure to

                                        4

<PAGE>


prospective franchisees but does not require registration.  A
number of states require registration and prior approval of the
franchise-offering document.  In addition, several states have
"franchise relationship laws" or "business opportunity laws"
that limit the ability of a franchisor to terminate franchise
agreements or to withhold consent to the renewal or transfer of
these agreements.  While the Company's believes its franchising
operations will not be materially adversely affected by such
existing regulation, the Company cannot predict the effect of
any future legislation or regulation.


Trademarks and Copyrights

	The Company has applied for federal trademark registration
for the following items:
                *       Stanfield Educational Alternatives, Inc.
                *       Stanfield Ed-vancement Centers
                *       Company logo with name
                *       Stanfield Interactive Database
                *       SID
                *       Easy Reader System I
                *       Easy Reader System II
                *       Sound Factory System
                *       Jumping Monkey
                *       Blue Fish
                *       Funny Airplane
                *       Bookworm

In addition, the Company has applied for copyright protection
for all 71 of its characters that are utilized throughout the
proprietary, educational materials.


Employees

	As of December 31, 1999, the Company had six employees.
All employees were considered full-time and none are represented
by a union.  The Company believes its relationship with its
employees to be good.


Environmental Laws

	The Company is in compliance with all environmental laws.
Future compliance with environmental laws is not expected to
have a material effect on the business.


Item 2.		Properties

	The Company leases all its facilities for administrative
office space and Ed-vancement Centers.  The Company currently
has three leased properties in the State of Florida:
Jacksonville (site of the first Ed-vancement Center), Orlando
(corporate offices) and Vero Beach (research and development
offices).

                                        5

<PAGE>


Item 3.  Legal Proceedings

         As of December 31, 1999, the Company is not aware of any
legal proceeding pending against it.


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

         During the year, no issues were submitted to a vote of
security holders.[2]



                                   PART II
                                   -------

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters

         The Company has submitted all required filings to the NASD
for listing of its securities on the NASD Over-the-Counter
Bulletin Board interdealer trading system.  The Company's
trading symbol will be IVYY.  No dividends were declared on the
Company's common stock during the year ended December 31, 1999,
and the Company does not anticipate paying dividends in the
future.

	The Company has authorized the issuance of 50,000,000
shares of common stock.  The Company entered into an agreement
with the majority shareholders of Stanfield Educational
Alternatives, Inc. (prior to the name change) to purchase all
issued and outstanding shares through a tax-free share exchange.
The Agreement provided for Stanfield Educational Alternatives,
Inc. shareholders to receive 1 share of Innovative Technology's
common stock in exchange for 2 shares of Stanfield Educational
common stock.  This resulted in an additional issuance of
755,000 shares of Innovative Technology Systems, Inc. common
stock.  As of December 31, 1999 there were 6,855,000 shares of
the Innovative Technology Systems, Inc. common stock outstanding
(as a result of the name change, as set forth herein, these
shares are now Stanfield Educational Alternatives, Inc. shares).


Item 6. Selected Financial Data

	The selected financial data for the year ended December 31,
1999, is derived from Innovative Technology Systems, Inc.
financial statements which have been audited by Tedder, James,
Worden and Associates, P.A.  The financial data should be read
in conjuncture with the historical Financial Statements and
Notes thereto.

____________________

[2]     As the result of a subsequent event, on January 7, 2000, the
shareholders voted to change the name of the Company from
Innovative Technology Systems, Inc. to Stanfield Educational
Systems, Inc.

                                        6

<PAGE>


Statement of Operations Data:
        Revenues                                        $        0
	Operating Expenses:
                Personnel Expenses                         131,822
		General and Administrative Costs
                                                            99,446
                                                        ----------
        Operating Loss                                  $  231,268

        Depreciation Expense                                 1,096
        Interest Expense                                     1,604
        Income Taxes                                             0
                                                        ----------
                Net Loss                                $  233,968

        Loss Per Diluted Share                          $    0.038
                                                        ----------

Balance Sheet Data (at period end):
        Cash and Cash Equivalents                       $   31,363
        Prepaid Expenses                                     1,673
        Property and Equipment (net)                        82,422
        Other Assets (net)                                 399,134
                                                        ----------
                Total Assets                            $  514,592
                                                        ----------

        Liabilities (current and long-term) (See 1)     $  505,526
        Stockholders' Equity                                 9,066
                                                        ----------
		Total Liabilities and
                 Stockholder's Equity                   $  514,592
                                                        ----------

(1)             This amount includes a note due to The National
        Children's Research Foundation in the amount of $443,600
        payable in the Company's shares.  This note was derived
        from the Company's purchase of The National Children's
        Reading Foundation's intellectual properties and certain
        fixed assets.


Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

                         FORWARD LOOKING STATEMENTS

         All statements contained herein that are not historical
facts, including but not limited to, statements regarding the
anticipated impact of future capital requirements and future
development plans are based on current expectations.  These
statements are forward looking in nature and involve a number of
risks and uncertainties.  Actual results may differ materially.
Among the factors that could cause actual results to differ
materially are the following: amount of revenues earned by the
Company's tutorial and teacher training operations; the
availability of sufficient capital to finance the Company's
business plan on terms of satisfactory to the Company; general
business and economic locations; and other risk factors
described in the Company's reports filed from time to time with
the Commission.  The Company wishes to caution readers not to
place undue reliance on any such forward looking statements,
which statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the
date made.

	During the past year, the Company's focus was to find a
suitable partner to effect a business combination.  This was
realized with the share exchange of Stanfield Educational
Alternatives, Inc. on December 10, 1999.  The Company's focus in
the Year 2000 will be to develop and utilize the Company's

                                        7

<PAGE>


proprietary products by opening corporate Ed-vancement Centers
and the sale of franchised Ed-vancement Centers.

	The classic "big investment opportunity" is a company that
has a solution to a problem.  The more significant the problem,
the larger the investment potential and this is an enormous
problem as of today.  The United States currently spends $740
billion per year on education, more than we spend on national
defense, yet:
        *       43% of our forth graders cannot pass a basic reading
                test;
        *       Nearly half of all high school graduates have not
                mastered seventh grade arithmetic;
        *       Approximately 50% of all students entering the
                California State University system are not ready for
                college level English and math; and
        *       42 million adults in this nation are functionally
                illiterate.
In the U.S. knowledge-based economy, there is no bigger problem
than the need for a better-educated populace, yet surprisingly,
there are few vehicles for investors to participate in this
potential.  Against this backdrop is a new work culture of a
lifetime of learning, representing a huge secular trend of
workers perusing what are in effect forty-year degrees rather
than four-year degrees of their parents.  Education remains a
fragmented landscape with lots of vendors and no dominant
players, which in turn creates opportunities for branding,
consolidation and economies of scale.

	The Company was formed to commercially provide an
alternative learning environment utilizing pioneering work in
the field of educating children and adults, especially those
with learning disabilities, by Lawrence W. Stanfield, MS.  Using
proprietary courseware and an innovative Internet based
diagnostic system called "SID," the Company has developed a
uniform tutoring model that can be used anywhere in the world.
More importantly, it is a model that has raised the reading
comprehension of seventy-five percent of students by two grade
levels in thirty-six hours of instruction and it is a model that
can be adapted to emerging distance learning technologies such
as the Internet.

	The Company is in the business of providing educational
services using a combination of proprietary and commercially
available materials to offer the widest possible range of
tutorial services.  The Company has elected to build corporate
owned centers in the State of Florida and franchise centers
elsewhere, as the fastest, most cost effective method of growing
the business.  The Company is scheduled to open its first
corporate Ed-vancement Center on April 24, 2000 in Jacksonville,
Florida with two additional corporate Centers to be opened by
the end of the Year 2000.  In addition, the Company plans to
sell 25 franchises by the end of Year 2000.
	Revenue generators for the Company include:
        *       Operating income from corporate owned Ed-vancement
                centers (includes revenue generated from tutorial,
                computer, test preparation such as SAT or GMAT,
                HomeWorkshop and "one-to-one" counseling fees);
        *       Franchise fees from the sale of franchises;
        *       Royalty fees of nine percent of gross revenues
                generated from franchised Centers;
        *       Transaction fees for accessing Internet diagnostic
                tool and CBT courses;
        *        Merchandising of proprietary characters; and
        *       Video and books sales derived from proprietary
                characters and information.

                                        8

<PAGE>


Item 8.		Financial Statements and Supplementary Data

                                  PART F/S

        The Company's financial statements for the year ending 1999
has been examined to the extent indicated in their reports by
Tedder, James, Worden and Associates, P.A., independent
certified accountants, and have been prepared in accordance with
generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein.  The financial statements
follow this Form 10-KSB, and are included as Exhibits, hereto.

Item 9.  Changes in Disagreements with Accountants on
Accounting and Financial Disclosure

	The Company has no disagreements with the accountants
pertaining to any accounting or financial disclosures.



PART III

Item 10. Directors and Executive Officers of the Registrant

         Chief Executive Officer - Lawrence W. Stanfield, MS (54)

         Lawrence W. Stanfield, MS, is the Company's founder and
creator of the instructional materials and methodologies that
are the heart of the Company.  Mr. Stanfield has been a leader
in the educational industry for over three decades.  Prior to
his current position, Mr. Stanfield was the President of The
National Children's Reading Foundation (a not-for-profit
tutorial center) for the past five years.

Item 11. Executive Compensation

         The following table sets forth the compensation received by officers.


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                   SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------
                                    Annual Compensation                     Long-Term Compensation
                               ---------------------------------------    --------------------------
                               Annual Compensation                           Awards         Payouts
                               -------------------                           ----------------------
  (a)                 (b)       (c)          (d)         (e)               (f)          (g)     (h)      (i)
Name and                                                Other           Restricted  Securities             All
Principal                                               Annual          Stock       Underlying  LTIP       Other
Position              Year     Salary       Bonus(2)    Compensation    Awards      Options     Payouts    Compensation
------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>          <C>         <C>             <C>         <C>         <C>        <C>

Lawrence W.           1999     $ 66,000     -0-         -0-             -0-         -0-         -0-        -0-
Stanfield, C.E.O.     1998     $ -0-        -0-         -0-             -0-         -0-         -0-        -0-
(since 1/15/93)       1997     $ -0-        -0-         -0-             -0-         -0-         -0-        -0-
Persons (1)(2)
------------------------------------------------------------------------------------------------------------------

</TABLE>

                                        9

<PAGE>


        The Company plans to form a Compensation Committee, which
will be responsible for compiling suitable compensation for
current and future officers that will be employed by the
Company.

	On January 1, 2000, the Company hired William K. Price (36)
as Executive Vice President and Chief Operating Officer.  Mr.
Price brings expertise in operations that include planning and
execution of investor/consumer campaigns designed to build a
stable and broad base for publicly traded companies.  Mr. Price
was formally President of Rainbow Communications, a subsidiary
of a publicly held national PR/investor relations company.  Mr.
Price had been serving this role as a consultant prior to
accepting this position as an employee of the Company.  Mr.
Price's annual compensation is $66,000.

Item 12. Security Ownership of Certain Beneficial Owners and Management


Table 1. Security Ownership of Certain Beneficial Owners
         -----------------------------------------------

<TABLE>
<CAPTION>

   (1)            (2)                       (3)           (4)
                 Name of             Amount and Nature   Percent
Title of       Beneficial              of Beneficial       of
 Class           Owner                   Ownership       Class(1)
--------       ----------            -----------------   --------
<S>            <C>                   <C>                 <C>
Common Stock   None                  None                None


</TABLE>


Table 2.  Security Ownership of Management
          --------------------------------

<TABLE>
<CAPTION>

                 Name of              Amount and Nature   Percent
Title of       Beneficial                of Beneficial      of
 Class           Owner                     Ownership       Class(1)
--------       ----------              -----------------   --------
<S>            <C>                     <C>                 <C>

Common Stock   Lawrence W. Stanfield   3,870,000           50%


</TABLE>


Item 13. Certain Relations and Related Parties

         The President and principal stockholder and certain
employees have made advances to the Company.  The advances are
non-interest bearing and were made principally for working
capital purposes.  These advances are included in due to related
parties in the accompanying balance sheet stated set forth under
Item 8 herein.

         On December 30, 1999, the Company entered into an agreement
with The National Children's Reading Foundation to purchase
intellectual properties and certain fixed assets at fair market
value.  Lawrence W. Stanfield, CEO and President of the Company,
is the sole shareholder of The National Children's Reading
Foundation.

                                        10

<PAGE>


                                PART IV
                                -------


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K


ITEMS 1 AND 2.	INDEX TO AND DESCRIPTION OF EXHIBITS

(a)  EXHIBIT No.              EXHIBIT NAME
----------------              ------------
3(i)                          Certificate of Incorporation [3]

3(ii)                         Bylaws [3]

(b)  Reports on Form 8-K
------------------------

         The Company, on December 16, 1999 filed on form 8-K information,
pursuant to Item 1, "Changes in Control of Registrant" and Item 2, "Acquisition
or Disposition of Assets" supplying the required information pursuant to the
Act.  These Changes have been reflected in this Form 10-KSB filing.

        The Company on January 24, 2000 filed on form 8-K information,
pursuant to Item 5., "Other Events" supplying the required inforamtion
regarding the Company's name change and adoption of amended and restated
articles of incorporation.  In addition, the Company filed information,
pursuant to Item 7., "Financial Statements and Exhibits" relating to the
Share Exchange between the Registrant and Stanfield Educational Alternatives,
Inc. wherein the Registrant acquired all of the outstanding shares of
Stanfield Educational Alternatives, Inc.  These changes have been reflected
in this Form 10-KSB filing.



Index to Financial Statements

Independent Auditors' Report ..........................................1
1999 Balance Sheets....................................................2
1999 Statements of Operations..........................................3
1999 Statements of Stockholder's Equity................................4
1999 Statement of Cash Flows...........................................5
Notes to Financial Statements..........................................6




                                 SIGNATURES
                                 ----------

            Innovative Technology Systems, Inc.

            By /s/  Lawrence W. Stanfield
                    - - - - - - - - - - - - - - - - - - - - - - -
                    Lawrence W. Stanfield, Chief Executive Officer

            Date:   April 12, 2000


____________________

[3]    Previously filed as an exhibit to our registration statement of
Form 10-SB, (the "Registration Statement") which was originally
filed on May 3, 1999, and incorporated herein by reference.


                                        11

<PAGE>




                                          Financial Statements
                             (With Independendent Auditors' Report Thereon)


                                        INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                                           (A Development Stage Company)


                                                        December 31, 1999

<PAGE>


                      INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                        (A Development Stage Company)


                                Table of Contents





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

Financial Statements:

                Balance Sheet...........................................2

                Statement of Operations.................................3

                Statement of Stockholders' Equity.......................4

                Statement of Cash Flows.................................5

Notes to Financial Statements...........................................6


<PAGE>


                        Independent Auditors' Report
                        ----------------------------


The Stockholders and Board of Directors
Innovative Technology Systems, Inc.:

We have audited the accompanying balance sheet of Innovative Technology
Systems, Inc. (a development stage company) as of December 31, 1999 and the
related statement of operations, stockholders' equity and cash flows for the
period March 23, 1999 (inception) to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Innovative Technology
Systems, Inc. as of December 31, 1999 and the results of its operations and its
cash flows for the period March 23, 1999 (inception) to December 31, 1999, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Innovative Technology Systems, Inc. will continue as a going concern.  As
discussed in notes 1 and 9 to the consolidated financial statements, the
Company's net loss during the development period and the need to obtain
substantial additional funding to complete its development, raises substantial
doubt about the entity's ability to continue as a going concern.  Management's
plans and intentions with regard to these matters are discussed in note 9.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/Tedder, James, Worden & Associates, P.A.


January 26, 2000
Orlando, Florida


<PAGE>


                     INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                       (A Development Stage Company)

                                Balance Sheet

                              December 31, 1999


                                    Assets
                                    ------
Current assets:
   Cash                                            $  31,363
   Prepaid expenses                                    1,673
                                                   ---------

        Total current assets                       $  33,036

Property and equipment, net                           82,422


Other assets                                         399,134
                                                   ---------

        Total assets                               $ 514,592
                                                   =========

                  Liabilities and Stockholders' Equity
                  ------------------------------------

Current liabilities:
   Accounts payable                                $  22,000
   Accrued expenses                                   26,228
   Due to related parties                            443,600
   Notes payable                                      13,698
                                                   ---------

        Total current liabilities                  $ 505,526
                                                   =========

Stockholders' equity:
   Common stock                                    $ 243,034
   Accumulated deficit                              (233,968)
                                                   ---------

        Total stockholders' equity                 $   9,066
                                                   ---------

        Total liabilities and stockholders' equity $ 514,592
                                                   =========

 See accompanying notes to financial statements.


 <PAGE>                                 2


                     INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                       (A Development Stage Company)

                         Statement of Operations

      For the period March 23, 1999 (inception) to December 31, 1999



Operating expenses                              $       232,364

Other expenses:
        Interest expenses                                 1,604
                                                ---------------
                Total expenses                          233,968
                                                ---------------
                Net loss                        $       233,968
                                                ===============

Basic EPS:
        Net loss per common share               $         0.038
                                                ===============

See accompanying notes to financial statements.


<PAGE>                                  3



                     INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                       (A Development Stage Company)

                     Statement of Stockholders' Equity



       For the period March 23, 1999 (inception) to December 31, 1999


<TABLE>
<CAPTION>
                                                  Common stock             Additional         Accumulated
                                                ---------------
                                               Shares         Amount       Paid in Capital     deficit       Total
                                           ------------    -----------     -----------------   ---------    ----------
<S>                                        <C>             <C>             <C>                 <C>          <C>

Balance, March 23, 1999 (inception)                   -    $        -                  -              -             -

Issuance of stock                             1,510,000         1,510            241,524              -        243,034

Shares issued to reflect recapitalization
of reverse acquisition                        5,345,000       241,524           (241,524)             -             -

Net loss                                              -             -                  -       (233,968)     (233,968)
                                           ------------    -----------     -----------------   ---------    ----------

Balances, at December 31, 1999                6,855,000    $  243,034                  -       (233,968)        9,066
                                           ============    ===========     =================   =========    ==========

</TABLE>


See accompanying notes to financial statements.


<PAGE>                                  4


                     INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                       (A Development Stage Company)

                          Statement of Cash Flow

       For the period March 23, 1999 (inception) to December 31, 1999

Cash flows from operating activities:
   Net loss                                                $  (233,968)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
         Depreciation & amortization                             1,096
         Cash provided by changes in:
            Prepaid expenses                                    (1,673)
            Accounts payable                                    22,000
            Accrued expenses                                    26,228
            Due to related parties                              44,247
                                                           -----------

               Net cash used by operating activities       $  (142,070)

Cash flows from investing activities:
   Acquisitions of property and equipment                  $   (83,299)

Cash flows from financing activities:
   Proceeds from the issuance of capital stock             $   243,034
   Proceeds from the issuance of notes payable                  13,698
                                                           -----------

      Net increase in financing activities                 $   256,732
                                                           ===========

      Net increase in cash and cash
         equivalents                                            31,363
Cash and cash equivalents - beginning of period                      -
                                                           -----------

Cash and cash equivalents - end of period                  $    31,363
                                                           ===========
Supplemental disclosure of cash flow information:
   Cash paid for interest                                  $       590
                                                           ===========

Non-cash activity:
   Purchase of other assets from related parties           $   399,353
                                                           ===========


See accompanying notes to financial statments.


<PAGE>                                  5




                      INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                        (A Development Stage Company)

                        Notes to Financial Statements

                              December 31, 1999



(1) Summary of Significant Business and Accounting Policies

    (a) Organization

        In December 1999, Innovative Technology Systems, Inc. (the "Company")
        authorized and entered into an agreement effecting a tax-free exchange
        in a reorganization pursuant to IRS Code 368(a)(1)(A).  Pursuant to the
        agreement, the Company exchanged one share of its previously authorized
        but unissued shares of no par common stock in exchange for two shares
        of Stanfield Educational Alternatives, Inc. ("Stanfield") common stock.
        In accordance with the agreement, the Company acquired all of the
        issued and outstanding shares of Stanfield in exchange for shares of
        the Company.  For accounting purposes, the acquisition has been treated
        as an acquisition of Innovative Technology Systems, Inc. by Stanfield
        and as a recapitilization ("Reverse Acquisition") of Stanfield.  The
        financial statements are those of Stanfield.  Pro forma information
        is not presented, since the combination is a recapitilization rather
        than a business combination.

        The Company is a unique, progressive educational corporation and
        franchiser of the Stanfield Ed-vancement centers, a network that
        provides a comprehensive range of educational and tutorial services
        to individuals of all ages.  The Company also develops and publishes
        a variety of specialized educational programs including a computer
        global internet educational campus in various languages.  The
        Company's research and development division develops a variety of
        educational programs for children of all ages for both video and
        television production.

        The Company is in its development stage and needs substantial
        additional capital to complete its development and to reach an
        operating stage.  The accompanying financial statements have been
        prepared assuming that the Company will continue as a going concern,
        and therefore, will recover the reported amount of its assts and
        satisfy its liabilities on a timely basis in the normal course of
        its operations.  See note 9 to the financial statements for a
        discussion of management's plans and intentions.

    (b) Property and Equipment

        Property and equipment are stated at cost.  Depreciation for financial
        statement purposes is computed using the straight-line method over the
        estimated useful lives of the individual assets, which range from 3 to
        5 years.

        The Company has reviewed its long-lived assets and intangibles for
        impairment and has determined that no adjustment to the carrying value
        of long-lived assets is required.


<PAGE>                                  6



                      INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                        (A Development Stage Company)

                        Notes to Financial Statements

                              December 31, 1999


(1) Summary of Significant Business and Accounting Policies, Continued

    (c) Cash and Cash Equivalents

        The Company considers all highly liquid investments with an original
        maturity of three months or less to be cash equivalents.

    (d) Use of Estimates

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates
        and assumptions that affect the reported 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.

    (e) Income Taxes

        The Company uses the asset and liability method of accounting for
        income taxes.  Under the asset and liability method, deferred tax
        assets and liabilities are recognized for the future tax consequences
        attributable to differences between the financial statements
        carrying amounts of existing assets and liabilities and their
        respective tax bases.  Deferred tax assets and liabilities are
        measured using enacted tax rates expected to apply to taxable income
        in the years in which those temporary differences are expected to be
        recovered or settled.  The effect on deferred tax assets and
        liabilities of a change in tax rates is recognized in income in the
        period that includes the enactment date.  Deferred tax assets
        resulting principally from operating losses have not been recognized.

    (f) Loss Per Share

        Loss per share amounts are based on the weighted average shares
        outstanding of 6,143,438 for the period ended December 31, 1999.


<PAGE>                                  7


                      INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                        (A Development Stage Company)

                        Notes to Financial Statements

                              December 31, 1999


(1) Summary of Significant Business and Accounting Policies, Continued

    (g) Comprehensive Income

        In June 1997, the Financial Accounting Standards board 9FASB) issued
        Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
        Comprehensive Income, effective for fiscal years beginning after
        December 15, 1997.  SFAS No. 130 establishes standards for reporting
        and display of comprehensive income and its components in a full
        set of general-purpose financial statements.  Comprehensive income
        includes all changes in equity during a period except those resulting
        from investments by owners and distributions to owners.  The Company
        adopted SFAS No. 130 in the current year; however, there were no changes
        in equity during the period exclusive of contributed capital in
        conjunction with the recapitilization and net loss.  As such,
        comprehensive income for the period ended December 31, 1999, is the
        amount shown on the statement of operations and retained earnings
        as net loss.


(2) Leases

    The Company leases office and storage space under various
    non-cancelable operating leases with the original lease term of one
    year.  The lease payments total $1,949 per month and total lease
    payments from March 23, 1999 to December 31, 1999 totaled $13,967.
    The leases generally provide for renewal provisions following the
    initial one-year term.


(3) Property and Equipment

    At December 31, 1999, property and equipment consist of the following:


                        Computer software               $     34,905
                        Computer equipment                    16,082
                        Furniture and fixtures                12,658
                        Equipment                             19,654
                                                        ------------

                                                              83,299
                        Less accumulated depreciation           (877)
                                                        ------------

                                                        $     82,422
                                                        ============

<PAGE>                                  8


                      INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                        (A Development Stage Company)

                        Notes to Financial Statements

                              December 31, 1999


(4) Other Assets

    At December 31, 1999, other assets consist of the following:

                        Writer's consent                $          245
                        Literary properties                     15,000
                        Intellectual properties                384,108
                                                        --------------

                                                               399,353
                        Less accumulated amortization             (219)
                                                        --------------

                                                        $      399,134
                                                        --------------

    These assets were purchased from the National Children's Reading
    Foundation on December 30, 1999.  The National Children's Reading
    Foundation is a not-for-profit company whose shares are held by
    Lawrence Stanfield, who is a substantial shareholder of Stanfield
    Educational Alternatives, Inc.  These assets will be amortized
    utilizing the straight-line method over a five-year life.


(5) Notes Payable

    Notes payable consist of the following at December 31, 1999:

      Note payable of $10,424 bearing interest at 10%, in default     10,424


      Other various notes                                              3,274
                                                                   ---------

                                                                   $  13,698
                                                                   ---------

(6) Capitalization

    The Company has authorized the issuance of 50,000,000 shares of common
    stock, having  no par value.  In accordance with the agreement and plan
    of share exchange the Company acquired all issued and outstanding shares
    of common stock of Stanfield in exchange for shares of the Company.  For
    accounting purposes the transaction was treated as a recapitalization
    ("Reverse Acquisition").  At December 31, 1998, the Company had issued
    6,855,000 shares of common stock.


<PAGE>                                  9


                      INNOVATIVE TECHNOLOGY SYSTEMS, INC.
                        (A Development Stage Company)

                        Notes to Financial Statements

                              December 31, 1999


(7) Income Tax

    The Company has no provision for taxes as they have a net operating loss
    of $ 233,968 that expires in varying times through the year 2015.  No
    deferred asset has been recorded, as the possibility of benefiting from
    the net operating loss is dependent on the Company achieving profitable
    operations.


(8) Related Party Transactions

    The president and principal stockholder and certain employees have made
    advances to the Company.  The advances are non-interest bearing and were
    made principally for working capital purposes.  These advances are
    included in due to related parties in the accompanying balance sheet.


(9) Management Plans and Intentions (Unaudited)

    Management anticipates, through a combination of additional debt but
    primarily equity financing, that the Company will successfully complete
    the remaining research and development of its technology and determine
    and implement its overall marketing strategy.

    The Company is scheduled to open its first corporate Ed-vancement center
    on April 24th, 2000, with two additional centers projected to open in the
    fall of 2000.  However, as of December 31, 1999, the success of achieving
    the objectives discussed above, as well as the ultimate profitability of
    the Company's operations once the development stage has ended, cannot be
    determined.

(10)Subsequent Events

    Subsequent to December 31, 1999, Innovative Technology Systems, Inc.
    changed its name to Stanfield Educational Alternatives, Inc.


<PAGE>                                  10