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, 2000

[ ]  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)
                  Formerly Innovative Technology Systems, Inc.

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

7785 Baymeadows Way, Suite 304, Jacksonville, FL      32256
-------------------------------------------------     --------------
(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
substantial revenues.

As of December 31, 2000, the issuer had 9,329,390 shares of Common Stock
outstanding.

Documents incorporated by reference: NONE

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


<PAGE>                           1




                               PART I
                               ------

Item 1.  Business

         Stanfield Educational Alternatives, Inc. (formerly known
as Innovative Technology Systems, Inc.("Innovative")) (the
"Company") is presently a development stage company.  In fiscal
year 1999 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.
("Stanfield") (which, as a result of a name swap with
Innovative, is now known as Innovative Technology Systems,
Inc.), entered into an agreement with John Byslma, the majority
shareholder of Innovative Technologies, Inc. (which, as a result
of a name swap, is now known as Stanfield Educational
Alternatives, Inc.), to acquire his (Mr. Byslma's) 4,473,000
control shares of Innovative Technologies Inc. As a result of
this transaction, Mr. Stanfield controlled a majority of the
shares, 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.

         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.

         On January 12, 2000, Stanfield Educational
Alternatives, Inc. and Innovative Technology Systems, Inc.
swapped names, as is reflected in the 8-K filed on December 16,
1999, which resulted in the registrant now being known as
"Stanfield Educational Alternatives, Inc."  Presently,
Innovative is a wholly owned subsidiary of Stanfield.

         On April 24, 2000 the Company opened its first
corporate Ed-vancement center, and had planed to open two
additional centers in the fall of 2000.  However, as of March
31, 2001 these plans have been abandoned.

         On January 22, 2001, by the holders of a majority of
the outstanding Common Stock of the Company and the Board of
Directors, the Company affected the following actions:

a)  A reverse stock split of its Common Stock took place on or
about February 22, 2001. The Company's Information Statement on
Schedule 14C was filed with the Securities and Exchange
Commission on February 5, 2001;



<PAGE>                           2



b)   The Articles of Incorporation were amended to authorize
15,000,000 shares Preferred Stock.  The preferences of the
Preferred Stock were set out by the Board;

c)   The issuance of Preferred Stock was authorized in three
different series as follows:

(i)  The Board of Directors designed 2,000,000 shares Preferred
Stock to be authorized and issued in a private placement
offering as "Series 2001 Convertible Preferred Stock."   In the
event of any voluntary or involuntary liquidation, dissolution,
or winding up of the corporation, the holders of shares of the
Series 2001 Convertible Preferred Stock then outstanding shall
be entitled to be paid, out of the assets of the corporation
available for distribution to its stockholders, whether from
capital, surplus or earnings, before any payment shall be made
in respect of the corporation's Common Stock. The shares of
Series 2001 Convertible Preferred Stock shall have no voting
rights with regard to the election of directors or as to other
matters except those affecting the class.  Each share of Series
2001 Convertible Preferred Stock may, at the option of the
holder, be converted into fully paid and nonassessable shares of
Common Stock of the corporation at any time after twelve (12)
months after the issuance of such shares.

(ii)  The Board of Directors designed 5,593,000 shares of
Preferred Stock to be authorized and issued in exchange for a
like number of Common Shares, to various shareholders in
consideration for the waiver of certain contractual conditions
between the company and such shareholders, as well as other
contractual agreements between various of the shareholders as
"Series 2001A Convertible Preferred Stock."  Each share of
Common Stock entitles the holder thereof to one vote, either in
person or by proxy, at meetings of shareholders, and such vote
shall be equal to the voting rights of the Common Stock
and shall be counted with the Common Stock toward the election
of directors or such other action as the class of Common Stock
shall be entitled.  The holders are not permitted to vote their
shares cumulatively. In the event that the Company shall at any
time combine the outstanding Common Stock into a smaller number
of shares, such action shall have no effect upon the conversion
ratio of the Series 2001A Convertible Preferred Stock, which
shall always be on a one share for one share basis. Each share
of Series 2001A Convertible Preferred Stock may, at the option
of the holder, be converted into fully paid and nonassessable
shares of Common Stock of the corporation, on a one for one
basis, at any time after February 1, 2002.

(iii) The Board issued 5,643,175 shares of Series 2001B
Convertible Preferred Stock, which carries the following
preferences:  The shares of Series 2001B Convertible Preferred
Stock shall have no voting rights with regard to the election of
directors or as to other matters except those affecting the class.
In the event that the corporation shall at any time combine the
outstanding Common Stock into a smaller number of shares, such
action shall have no effect upon the conversion ratio of the
Series 2001B Convertible Preferred Stock, which shall always be
on a one share for one share basis. Each share of Series 2001B
Convertible Preferred Stock may, at the option of the holder, be
converted into fully paid and nonassessable shares of common
stock of the corporation, on a one for one basis, at any time
after twelve months from the date of execution of the agreement
between the Company and Coral Ridge, Inc.

         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



<PAGE>                           3



in various languages.  The Company 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.

         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 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
"Competition."

         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 plans to utilize 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.


<PAGE>                           4



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
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, 2000, the Company had one (1)
employee. This employee is considered full-time and is not
represented by a union.  The Company believes its relationship
with its employee 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 adverse effect on the business.



<PAGE>                           5



Item 2.  Properties

         The Company leases all its facilities for
administrative office space and Ed-vancement Centers.  The
Company currently has one (1) leased properties in the State of
Florida:  Jacksonville (site of the first Ed-vancement Center).


Item 3.  Legal Proceedings

         As of December 31, 2000, 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, other than on January 7, 2000, where the
shareholders voted to change the name of the Company from
Innovative Technology Systems, Inc. to Stanfield Educational
Systems, Inc.



                              PART II
                              -------

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

         The Company is listed on the NASD Over-the-Counter
Bulletin Board interdealer trading system.  The Company's
trading symbol is SEAI.  No dividends were declared on the
Company's Common Stock during the year ended December 31, 2000,
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 and 15,000,000 of Preferred 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.


Item 6.  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



<PAGE>                           6



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.

         The Company had planned within the year 2000 to have
at least three (3) learning centers open and operating.  In
addition, the Company had forecasted its revenues to increase
substantially.  However, at year end 2000, the Company had one
(1) learning center open and operating in Jacksonville, Florida.
The net sales for year ended December 31, 2000 was $36,740.  The
results of operations during the year 2000 fell substantially
short of management's expectations.

         Company's focus in the Year 2000 was to develop and
utilize the Company's 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.



<PAGE>                           7



         The Company has also begun to develop a program which it
will license the Stanfield Reading Program for use to students
of subcribing private schools.  This will include a yearly
licensing fee and the purchase of all training materials from
the corporation.


Item 7.  Financial Statements and Supplementary Data

                            PART F/S

         The Company's financial statements for the year ending
2000 have been examined to the extent indicated in their report
by Tedder, James, Worden and Associates, P.A., independent
certified public 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 8.  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 9.  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 has been the President of
The National Children's Reading Foundation (a not-for-profit
tutorial center) for the past six years.


Item 10. Executive Compensation

         The following table sets forth the compensation
received by officers.

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE
                                       --------------------------
                          Annual Compensation                           Long Term Compensation
                          -------------------                         ------------------------
                                                                         Awards     Payments
                                                                      -----------  -----------
                                                                      Restricted   Securities
Name of Individual                                   Other Annual     Stock        Underlying/     LTIP      All Other
and Principal Position  Year    Salary      Bonus    Compensation(1)  Award(s)     Options/SARs    Payouts   Compensation
----------------------  ----    --------    -----    ---------------  ----------   ------------    -------   ------------
<S>                     <C>     <C>         <C>      <C>              <C>          <C>             <C>       <C>
-------------------------------------------------------------------------------------------------------------------------
Lawrence W.           2000      $50,394     -0-      -0-              -0-         -0-              -0-       -0-
Stanfield, C.E.O.     1999      $66,000     -0-      -0-              -0-         -0-              -0-       -0-
(since 1/15/93)       1998      $-0-        -0-      -0-              -0-         -0-              -0-       -0-
Persons (1) (2)       1997      $-0-        -0-      -0-              -0-         -0-              -0-       -0-
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>                             8



         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.


Item 11. Security Ownership of Certain Beneficial Owners and Management


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

  (1)              (2)                       (3)                  (4)
                Name of                 Amount and Nature       Percent
Title of        Beneficial               of Beneficial            of
Class           Owner                      Ownership             Class
--------        ----------            --------------------    -----------

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



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

  (1)              (2)                       (3)                  (4)
                Name of                 Amount and Nature       Percent
Title of        Beneficial               of Beneficial            of
Class           Owner                      Ownership             Class
--------        ----------            --------------------    -----------

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


Item 12. 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, 2000, the Company entered into an
agreement with The National Children's Reading Foundation to
purchase intellectual properties and certain fixed assets at



<PAGE>                            9



fair market value.  Lawrence W. Stanfield, CEO and President of
the Company, is the sole shareholder of The National Children's
Reading Foundation.


                              PART IV
                              -------

Item 13. 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 [1]

3(ii)                     Bylaws [1]

-----------------------
[1]   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.


(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 information 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.



<PAGE>                            10



                               SIGNATURES
                               ----------



Stanfield Educational Alternatives, Inc.


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



Date:   April 13, 2000


<PAGE>                           11



                  STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                        (A Development Stage Company)


                             Table of Contents





Independent Auditors' Report....................................F-1

Financial Statements:

                Balance Sheets..................................F-2

                Statements of Operations........................F-3

                Statements of Stockholders' Equity..............F-4

                Statements of Cash Flows........................F-5

Notes to Financial Statements...................................F-8



<PAGE>                           12



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

To the Stockholders and Board of Directors of
	Stanfield Educational Alternatives, Inc.:


We have audited the accompanying balance sheets of Stanfield
Educational Alternatives, Inc. (a development stage company)
(the "Company") as of December 31, 2000 and 1999 and the related
statements of operations, stockholders' equity, and cash flows
for the year ended December 31, 2000, the period from May 23,
1999 (inception) to December 31, 1999, and for the period March
23, 1999 (inception) to December 31, 2000. These financial
statements are the responsibility of  Company management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits 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 audits 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 Stanfield Educational Alternatives, Inc. as of December 31,
2000 and 1999 and the results of its operations and cash flows
for the year ended December 31, 2000, the period from May 23,
1999 (inception) to December 31, 1999, and the period from March
23, 1999 (inception) to December 31, 2000, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared
assuming that Stanfield Educational Alternatives, Inc. (a
development stage company) will continue as a going concern.  As
discussed in Notes 1 and 9 to the 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 financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


April 12, 2001
Orlando, Florida




<PAGE>                               F-1

<TABLE>
<CAPTION>
                   STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                       (A Development Stage Company)
                        Consolidated Balance Sheets
                        December 31, 2000 and 1999

                         Assets                                  2000             1999
                         ------                               -----------     -----------
<S>                                                           <C>             <C>
Current assets:
    Cash                                                      $         -          31,363
    Accounts receivable (net of allowance
     for doubtful accounts of $12,728 in 2000)                      5,105               -
                                                              -----------     -----------
    Prepaid expenses                                                    -           1,673

                 Total current assets                               5,105          33,036


Property and equipment, net                                       218,412          82,422

Other assets                                                      365,895         399,134
                                                              -----------     -----------
                 Total assets                                 $   589,412         514,592
                                                              ===========     ===========
         Liabilities and Stockholders' Equity
         ------------------------------------

Current liabilities:

    Accounts payable                                          $   128,834          22,000
    Bank overdraft                                                 11,166               -
    Accrued expenses                                               17,159          26,228
    Due to related parties                                         41,330         443,600
    Notes payable                                                 345,611          13,698
                                                              -----------     -----------
                 Total current liabilities                        544,100         505,526

Stockholders' equity:

    Common stock                                                2,701,579         243,034
    Accumulated deficit                                        (2,656,267)       (233,968)
                                                              -----------     -----------
                 Total stockholders' equity                        45,312           9,066
                                                              -----------     -----------
                 Total liabilities and stockholders' equity   $   589,412         514,592
                                                              ===========     ===========
</TABLE>


                            See Accompanying Notes



<PAGE>                               F-2


                     STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
          Year ended December 31, 2000 and the period from May 23, 1999
                      (inception) to December 31, 1999
<TABLE>
<CAPTION>
                                                           Period from May      Cumulative for
                                                              23, 1999          the period from
                                           Year ended       (inception) to       March 23, 1999
                                         December 31,       December 31,        (inception) to
                                              2000               1999          December 31, 2000
                                       ----------------    ---------------     -----------------
<S>                                    <C>                 <C>                 <C>

Net sales                              $         36,740                  -     $         36,740
Cost of sales                                       264                  -                  264
                                       ----------------    ---------------     ----------------
    Net revenue                                  36,476                  -               36,476

Operating expenses                            2,444,055            232,364            2,676,419

Other expenses:
    Interest expense                             14,720              1,604               16,324
                                       ----------------    ---------------     ----------------

        Total expense                         2,458,775            233,968            2,692,743
                                       ----------------    ---------------     ----------------

        Net loss                       $      2,422,299            233,968            2,656,267
                                       ================    ===============     ================

        Basic loss per common share    $           0.28              0.038
                                       ================    ===============

        Weighted average common
            shares outstanding                8,621,730          6,143,438
                                       ================    ===============
</TABLE>


                           See Accompanying Notes



<PAGE>                               F-3



                   STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                        (A Development Stage Company)
             Consolidated Statements of Shareholders' Equity
        Year ended December 31, 2000 and the period from May 23, 1999
                      (inception) to December 31, 1999

<TABLE>
<CAPTION>
                                                        Additional
                                Common stock             Paid in        Accumulated
                            Shares          Amount       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
    re-capitalization of
    reverse acquisition     5,345,000        241,524       (241,524)               -               -

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

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

Issuance of common stock      405,140        403,140              -                -         403,140

Issuance of common stock
    for services            2,069,250      2,055,405              -                -       2,055,405

Net loss                            -              -              -       (2,422,299)     (2,422,299)
                          -----------    -----------    -----------    -------------      ----------
Balances, at
    December 31, 2000       9,329,390    $ 2,701,579              -       (2,656,267)         45,312
                          ===========    ===========    ===========    =============      ==========
</TABLE>


                           See Accompanying Notes



<PAGE>                               F-4




                   STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                         (A Development Stage Company)
                     Consolidated Statements of Cash Flow
         Year ended December 31, 2000 and the period from May 23, 1999
                       (inception) to December 31, 1999
<TABLE>
<CAPTION>
                                                           Period from May      Cumulative for
                                                              23, 1999          the period from
                                           Year ended       (inception) to       March 23, 1999
                                         December 31,       December 31,        (inception) to
                                              2000               1999          December 31, 2000
                                       ----------------    ---------------     -----------------
<S>                                    <C>                 <C>                 <C>

Cash flows from operating activities:
  Net loss                             $     (2,422,299)          (233,968)           (2,656,267)
    Adjustments to reconcile net loss
      to net cash used by operating
      activities:
        Depreciation and amortization           135,035              1,096               136,131
        Common stock issued for
          services                            2,055,405                  -             2,055,405
        Cash provided by changes in:
          Accounts receivable                    (5,105)                 -                (5,105)
          Prepaid expenses                        1,673             (1,673)                    -
          Other assets                          (46,632)                 -               (46,632)
          Accounts payable                      106,834             22,000               128,834
          Bank overdraft                         11,166                  -                11,166
          Accrued expenses                       (9,069)            26,228                17,159
                                       ----------------    ---------------     -----------------

            Net cash used by
            operating activities               (172,992)          (186,317)             (359,309)

Cash flows from investing activities:
  Acquisitions of property and
    equipment                                  (191,154)           (83,299)             (274,453)

Cash flows from financing activities:
  Due to related parties                       (402,270)            44,247              (358,023)
  Proceeds from the issuance of
    capital stock                               403,140            243,034               646,174
  Proceeds from the issuance of
    notes payable                               331,913             13,698               345,611
                                       ----------------    ---------------     -----------------
            Net increase in
            financing activities                332,783            300,979               633,762
                                       ----------------    ---------------     -----------------
            Net increase in cash
            and cash equivalents                (31,363)            31,363                     -
                                       ----------------    ---------------     -----------------
</TABLE>



                           See Accompanying Notes




<PAGE>                               F-5



                   STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                        (A Development Stage Company)
             Consolidated Statements of Cash Flow (continued)
       Year ended December 31, 2000 and the period from May 23, 1999
                      (inception) to December 31, 1999

<TABLE>
<CAPTION>

<S>                                    <C>                 <C>                 <C>

Cash and cash equivalents -
        beginning of period                      31,363                  -                     -
                                       ----------------    ---------------     -----------------
Cash and cash equivalents -
        end of period                  $              -             31,363                     -
                                       ================    ===============     =================

</TABLE>



                            See Accompanying Notes



<PAGE>                               F-6




                  STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                      (A Development Stage Company)
            Consolidated Statements of Cash Flow (continued)
    Year ended December 31, 2000 and the period from May 23, 1999
                    (inception) to December 31, 1999

<TABLE>
<CAPTION>
                                                           Period from May      Cummulative for
                                                              23, 1999          the period from
                                           Year ended       (inception) to       March 23, 1999
                                         December 31,       December 31,        (inception) to
                                              2000               1999          December 31, 2000
                                       ----------------    ---------------     -----------------
<S>                                    <C>                 <C>                 <C>

Supplemental disclosure of cash
   flow information:

     Cash paid for interest            $           -                590                   590
                                       ================    ===============     =================

Non-cash activity:

   Purchase of other assets from
     related parties                   $           -            399,353               399,353
                                       ================    ===============     =================

</TABLE>



                           See Accompanying Notes



<PAGE>                            F-7



               STANFIELD EDUCATIONAL ALTERNATIVES, INC.
                 (A Development Stage Company)

(1) Summary of Significant Business and Accounting Policies

(a) Organization

    In December 1999, Innovative Technology Systems, Inc. (the
    "Innovative") 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, Innovative
    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.'s (the "Company")
    common stock.  In accordance with the agreement, Innovative
    acquired all of the issued and outstanding shares of the
    Company in exchange for shares of Innovative.  For accounting
    purposes, the acquisition has been treated as an acquisition
    of Innovative Technology Systems, Inc. by the Company and as a
    re-capitalization ("Reverse Acquisition") of the Company.  The
    financial statements are those of the Company.  Pro forma
    information is not presented, since the combination is a re-
    capitalization rather than a business combination.

    During 2000 Innovative Technology Systems, Inc. changed its
    name to Stanfield Educational Alternatives, Inc. and
    simultaneously the former Stanfield Educational Alternatives,
    Inc. changed its name to Innovative Technology Systems, Inc.

    The Company is an 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 accompanyin financial statements have
    been prepared assuming that the Company will continue as a
    going concern, and therefore, will recover the reported amount
    of its assets 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.



<PAGE>                            F-8


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

(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.

(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 8,621,730 and 6,143,438 for the years
    ended December 31, 2000 and 1999, respectively.



<PAGE>                            F-9


(2) Leases

    During 2000 the Company entered into various leases for office and
    storage space under non-cancelable operating leases with original
    lease terms of five years.  The lease payments total $6,840 per
    month and increase on a yearly basis.  Total lease payments for the
    year ended December 31, 2000 totaled $61,557.  Future minimum lease
    payments under non-cancelable operating leases as of December 31,
    2000 are as follows:

       Year ended December 31,            Operating leases
       ------------------------           ----------------

          2001                            $        83,923
          2002                                     86,457
          2003                                     89,052
          2004                                     91,696
          2005                                     23,090
                                          ---------------
Total minimum lease payments              $       374,218



(3) Property and Equipment

   At December 31, 2000 and 1999, property and equipment consist of
   the following:


                                                   2000          1999
                                                 ---------    ---------
          Computer software                      $  44,107       34,905
          Computer equipment                        64,912       16,082
          Furniture and fixtures                    99,526       12,658
          Equipment                                 65,908       19,654
                                                 ---------    ---------

                                                   274,453       83,299
          Less accumulated depreciation            (56,041)        (877)
                                                 ---------    ---------
           Total property and equipment, net     $ 218,412       82,422
                                                 =========    =========




<PAGE>                               F-10


(4) Other Assets

   At December 31, 2000 and 1999, other assets consist of the following:

                                                 2000         1999
                                              ----------   ---------
            Writer's Consent                  $      245         245
            Literary properties                   15,000      15,000
            Intellectual Properties              384,108     384,108
            Deposits                              46,632           -
                                              ----------   ---------
                                                 445,985     399,353
                                                 (80,090)       (219)
                                              ----------   ---------
                                              $  365,895     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.
   Management reviews its intangible assets for impairment whenever
   events or changes in  circumstances indicate that the carrying
   amount of an asset may not be recoverable. In the opinion of
   management, no such impairment has occurred.

(5) Notes Payable

   Notes payable at December 31, 2000 and 1999 consist of note
   agreements with various individuals bearing interest at rates
   varying from 10% to 12%.  A number of these notes are in default
   and the total outstanding balance of $345,611 at December 31, 2000
   and $13,698 at December 31, 1999 have been classified as  current
   liabilities.

(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 the former
   Stanfield in exchange for shares of the Company.  For accounting
   purposes the transaction was treated as a recapitalization
   ("Reverse Acquisition").

(7) Income Tax

   The Company has no provision for taxes as they have a net
   operating loss of approximately $2,000,000 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.



<PAGE>                            F-11



(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.
   However, as of December 31, 2000, 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.



<PAGE>                            F-12