UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 50549

                                   Form 10-KSB

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the transition period from _____ to ________

         Commission file number 333-63063

                          Integrated Technology Group
         (State or other jurisdiction of incorporation or organization)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   87-0583192
                       I.R.S. Employer identification No.

301 West Main, Suite 500 Ardmore, OK                         73401
(Address of principal executive offices)                     (Zip code)

Issuer's telephone number: (580) 226-0511

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

                               Title of each class

                                      None

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

      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.Yes X No__

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by referenced in Part III of this Form
10-KSB or any amendment to this Form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year:  $8,430,011

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of March
25, 2002. $1,588,179


State the number shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 11,243,353


<PAGE>

The Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Form 10-KSB contain forward-looking
information. The forward-looking information involves risks and uncertainties
that are based on current expectations, estimates, and projections about the
Company's business, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", and variations of such words and similar expressions are intended
to identify such forward-looking information. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking information due to numerous factors, including, but not limited
to, availability of financing for operations, successful performance of internal
operations, impact of competition and other risks detailed below as well as
those discussed elsewhere in this Form 10-KSB and from time to time in the
Company's Securities and Exchange Commission filings and reports. In addition,
general economic and market conditions and growth rates could affect such
statements.

                                     PART I

Item 1. Business

Background

      We were formed on May 8, 1998, as a Nevada Corporation and were originally
named The Living Card Corporation. The Living Card Corporation created,
developed and marketed educational and low-cost "garden" greeting cards. Upon
formation, we issued 6,000,000 shares of common stock to our founders, and at
the end of June 1999, The Living Card Corporation completed a public offering by
selling to the public 2,000,000 shares, of common stock for $0.10 per share,
receiving net proceeds of about $168,000 from the offering.

      In early 2000 the management of The Living Card Corporation determined to
end the greeting card business and acquire operating assets through the issuance
of common stock. In July 2000 the Living Card Corporation entered into an
agreement to acquire all of the issued and outstanding shares of Safe Tire
Disposal Corp., a Delaware corporation whose subsidiaries were engaged in the
tire recycling business in Texas and Okalahoma. That agreement reduced the
number of shares originally issued to the founders to 100,000, issued 9,000,000
common shares to the owners of the Delaware Corporation, and issued 25,000
shares to a finder for the transaction. In June 2000 we changed our name to
Integrated Technology Group.

      The original agreement required the acquisition of all of the capital
stock of the Delaware Corporation but omitted acquisition of the Delaware
Corporation's preferred stock. In May 2001 we amended our Articles of
Incorporation and exchanged, on a share for share basis, 9,535,000 shares of the
Delaware Corporation's preferred stock for the same number of shares of our
preferred stock. Our preferred stock and the preferred stock we acquired have
identical terms except that our preferred stock has a liquidation preference of
$1.10 per share compared to a liquidation preference of $1.00 per share of the
Delaware Corporation and our preferred stock is non-voting. Our preferred stock
is entitled to receive an annual cumulative dividend of $0.10 per share.

The Problem

      The Environmental Protection Agency estimates that approximately
280,000,000 scrap tires are produced in the United States annually. An estimated
25,000,000 of these scrap tires are produced annually in Texas and Oklahoma.
There are estimates that there are one billion scrap tires in various illegal
dumps throughout the United States.

      Tires are a complex composite of wire, fabric and numerous compounds. The
components are mixed, extruded and assembled into the tire that is cured. The
curing process, vulcanization, chemically combines the sulfur, small amounts of
natural rubber and petroleum based hydrocarbon compounds, a process that is
irreversible which prevents the recycling of large quantities of scrap tires
back into products for tire manufacturing.

      Tires have a high BTU, or British Thermal Unit, content. There are
estimates that scrap tires annually produced in the United States represent the

                                       1

<PAGE>

BTU equivalent of 15,000,000 barrels of oil with the annual equivalent global
BTU of 59,000,000 barrels of oil. Cement kilns and paper pulp mills use a
significant percentage of scrap tires as a fuel supplement. Cement kilns in
Texas, for example, consume approximately 24% of the whole scrap tires annually
generated.

      Whole scrap tires that are not recycled present a number of problems. They
do not compress well, creating void spaces in a pile. The pile of tires draws
heat, collects water and can act as an incubator for mosquito larva. There are
studies that indicate that mosquitoes will generate 4,000 times faster in a
whole tire pile than in a natural habitat. With the proliferation of mosquitoes
comes mosquito borne illnesses such as dengue fever, encephalitis and the White
Nile virus. Piles of scrap tires also attract rats, snakes and other vermin. If
a pile catches fire, the tire's high BTU content coupled with the thermal effect
of drawing air through the void spaces makes the fires extremely difficult to
extinguish.

      The tire's lack of compression also exacerbates using whole tires in
landfills. Organic waste in landfills decomposes into methane that becomes
trapped in the whole scrap tire and causes them to "float" through the landfill
and break through the landfill's surface.

      Shredding a tire to chips no larger than 2 1/2 inches a side reduces the
voids that occur in stacks of whole scrap tires. Insects and vermin are less
likely to breed, fires are less treacherous and shredded scrap tires can be used
as landfill as well as a fuel supplement to coal. Nonetheless, fires from
shredded scrap tires can also create difficult problems stemming from the high
BTU content of a scrap tire. The uses for shredded scrap tires are in civil
engineering projects, tire derived fuel and crumb rubber production. In civil
engineering projects shredded scrap tires are used for land fill or embankments
or material for retaining walls but compete with rock, sand and gravel,
materials that have a cost advantage over shredded scrap tires. Crumb rubber is
used to make a variety of mats and as an asphalt supplement, but converting
shredded tire chips to crumb rubber, a product in which all steel must be
removed, is expensive, making the products less competitive with other materials
that would be used in competitive applications. As a tire derived fuel, shredded
scrap tire's high BTU content and ease of handling make the product attractive,
but it is used primarily as a fuel supplement, costing more than coal used in
the cement, paper pulp and utility industries.

      With the ability to shred large volumes of tires and convert these large
volumes of shredded scrap tires into common useful products, we believe that our
gasification offers an economically workable solution to the recycling of scrap
tires.

Shredding Operations

      Presently, we derive most of our revenues from fees paid by the dealers in
Texas and by the State of Oklahoma. Both the Oklahoma and Texas operations began
under legislation designed to recycle used tires. These programs required
sellers of tires to collect a fee for the tire's disposal and remit the fee to
the state. The state used this fee to pay us. The Oklahoma program paid $37.50
per ton for transporting the tires and $53.48 per ton to shred the tires. The
Texas program ended in 1997 and now requires tire dealers to recycle the tires,
and since that time, our efforts in Texas have been directed to increase tire
collections directly from dealers.

      Our subsidiaries were formed to conduct tire recycling operations in
Oklahoma and Texas. The Oklahoma operations began in 1990, and the Texas
operations began in 1992. In both states, we gather scrap tires from throughout
each state and shred them into chips. We presently operate one tire shredding
plant in Oklahoma and three tire shredding plants in Texas. The Oklahoma
shredding facility is located in Choctaw, Oklahoma, near Oklahoma City. The
Texas shredding facilities are located in San Antonio, Odessa and Midlothian,
near Dallas/Fort Worth. We also have a gathering facility located in Cleveland,
Texas which is near Houston.

      Each of our scrap tire operations is capable of shredding 2,000 tires each
hour. The tires are passed through three shredders while being sprayed with
water which cleans the tires and acts as a lubricant. The first shredder breaks
the tires into long strips and chunks. Conveyors move the long strips and chunks
to the second shredder which reduces them to chunks anywhere from 3 inches to 8
inches in diameter. The third shredder than reduces these chunks further into
chunks that a two to four inches in diameter. After the third shredder is
finished, the chips are passed to a rotary trommel in which chips less than 2
1/2 inches in diameter drop through and are conveyed out of the facility for
storage. Larger chips are passed back through the third shredder until they are
reduced to 2 1/2 inches or smaller.

                                       2

<PAGE>

      These operations require a large capital investment. Each plant requires
the construction of a large system of conveyors and shredders. The shredders are
sophisticated metallurgically, required to shred tires with steel embedded in a
material designed not to decompose in a multitude of circumstances and
temperatures and in a variety of sizes. We also invest significant amounts in
trucks and trailers used to gather tires through Oklahoma and Texas. All of the
equipment requires extensive maintenance.

      We have been successful in marketing scrap tire chips held in inventory.
Since 1990 we have collected approximately 30.2 million tires at our Oklahoma
facility and have marketed to end users the equivalent of 24.9 million tires in
tire chips or 82% of the tires collected. In Texas, since our start up in 1992,
we have collected 66.8 million tires and have marketed the equivalent of 43.7
million tires in tire chips to end users or 65% of the tires collected. To
obtain payment from the State of Texas, the regulatory agency in Texas, the
Texas Natural Resource Conservation Commission (TNRCC), would pay provided the
chips were utilized in an approved use. From 1992 to 1994 we collected
approximately 26.2 million tires that were reduced to chips and held in
inventory. In the summer of 1995 the TNRCC began to approve various markets,
and, as a result of those approvals, during the period from 1995 to 2000, we
collected 33.6 million tires and marketed to end users the equivalent of 39.8
million tires in tire chips or 118% of the tires collected in that period. The
inventories of tire chips at the Texas facilities have been reduced during this
same time period by the equivalent of a 6.2 million tires. We will use the
remaining inventories at the Oklahoma and Texas facilities to support the
gasification projects planned for those sites.

      The most common uses for the tire chips we sell are as a fuel supplement
to cement kilns and as a leacheate for landfills. As a leachate, scrap tires
spread over the base soil and form a base for the land fill. The shredded scrap
tires are lighter and do not deteriorate as other landfill leachates such as
sand or gravel. Accordingly, landfills often prefer shredded scrap tires over
competitive products but shredded scrap tires cost more. We can sell shredded
scrap tires as a leachate for more than as a fuel supplement, but landfill
projects depend upon a lengthy bidding process with uneven revenues.

Gasification Process

      The purpose of our gasification process is to recover a tire's constituent
parts that have a market in a manner that causes minimal environmental
consequences. We have developed a process that extracts gas, oil, steel, carbon
and fiber, approximately 98% of the materials in a tire. We believe that our
process will convert a ton of shredded scrap tires into 2.5 barrels of oil, 500
pounds of carbon black and 300 pounds of steel. The process, if successful,
would increase revenues from the sale of shredded scrap tires six fold and
increase profit three fold when compared to selling the chips to kilns. We
believe that this process will cause negligible environmental consequences.

      The process is a variation on remediation technology in which an inert
contaminated product such as soil has oil and other contaminants removed. This
process heats the shredded scrap tires in an oxygen deprived vacuum and
condenses the resulting hydrocarbon vapors. Related processes have succeeded in
recovering similar products, but unlike our proprietary process, these processes
have not yielded oil and carbon black that are of a commercial grade. Many of
them have also lacked the ability to process large volumes of tire chips.

      We have built an engineering model of our process and have successfully
tested the products produced by it to determine the quality of those products,
the capacity of the system and the environmental consequences. Our engineering
model is essentially a modified version of soil remediation system. The
discharge of material into the air is significantly below any standard that
would require a permit for our system to operate.

      In October 2000 we submitted an application to the Oklahoma Department of
Environmental Quality to obtain a permit to construct a plant in Choctaw,
Oklahoma next to our tire shredding operation. In February 2001, that department
determined that the emissions from such a facility were sufficiently small so
that construction and operating permits would not be required. We have been
seeking to finance construction of that facility since that time.

      The Company is in the process of acquiring the gasification technology and
patents from affiliates of its principals without additional consideration.

                                       3

<PAGE>

Governmental Regulation

      We began operations in Oklahoma in 1990 under legislation that required
those generating scrap tires, essentially retail tire sellers, to collect a fee
for the disposal of scrap tires. The state then paid those shredding tires to
transport and shred them. Under this program, which remains in effect, we
receive $37.50 per ton for transportation and $53.48 per ton for shredding
tires.

      In 1992 we began operations in Texas under a similar program. This program
was ended in 1997, but we made up the short fall in revenue by contracting with
the state to clean up various illegal tire dumps. These contracts ended in 1999.
With the ending of the state program in 1997, Texas enacted legislation that
prohibits the storage of more than 500 tires and requires these tires to be
shredded, split or quartered when they are stored. These storage facilities must
obtain a permit from the State of Texas and those generating scrap tires,
essentially retail dealers, must maintain manifest records that establish the
proper disposal of tires. Accordingly, in Texas retailers typically charge a
disposal fee and various entities licensed to store tires compete to dispose of
the tires.

Joint Venture

      We have entered into a joint venture agreement with PT. Perkas Heavyndo
Engineering (Texmaco Group) to provide industrial equipment and machinery
manufacturing for heavy fabrication and machining in connection with our
gasification project. This entity will provide to us exclusively for a period of
ten years, subject to a three month cancellation, the equipment necessary for us
to produce equipment for the gasification project.

Competition

      There has been a significant amount of effort expended in efforts to
recycle scrap tires, including a number of government initiatives. In Texas, 28
firms registered scrap tire processing facilities, but after the lapse of
legislation supporting scrap tire recycling, the number reduced to two. Despite
this effort, we are unaware of any program that successfully disposes of all
scrap tires.

      The Company competes with others engaged in the business of shredding
tires in Texas and Oklahoma. The program in Oklahoma requires that entities
receiving fees from the State of Oklahoma gather tires from throughout the
state. This requirement places a significant financial burden on those gathering
tires in the State of Oklahoma to have the financial resources to conduct
statewide operations. At the present time, the Company is the only state wide
processor in Oklahoma.

      The program changes in Texas have placed significant burdens on those
previously conducting tire shredding in that state. Operators in that state have
had to shift to negotiating for disposal fees rather than obtaining fees from
the state. In addition, the amount of the fee received for disposal is subject
in Texas to negotiation with various entities, principally retailers.

      While the Company presently generates its revenues by receiving
essentially a tipping fee for disposing of tires, increasingly the issue for
tire disposal is the complete recycling of tires into useful, environmentally
benign products on an economic basis. Management of the Company believes that
its gasification process is such a solution. This process will allow the Company
the means to recycle large volumes of tires with an extremely large market for
the end product. The Company's growth potential is, accordingly, large,
particularly since the Company will have its own market for products derived
from the tires the Company processes, unlike competitors that must rely on third
parties for end uses of their products. Competitors growth is limited because a
competitor can only collect the volume of scrap tires that can ultimately be
recycled and marketed.

      By having the ability to consume large quantities of recycled tires in an
environmentally friendly manner and process these tires into a product or
products that are in demand, management of the Company believes that its growth
potential is quite large.

Employees

      On March 15, 2002 the Company employed 101 people. Of these people, 86
were engaged in tire gathering and shredding operations. The others were engaged
in management and administrative positions.

                                       4
<PAGE>


Item 2. Description of Property

Texas Properties

         Midlothian, Texas - Approximately twenty-six acres, which contains a
processing plant of 11,000 square feet, a shop building of 1,500 square feet and
an office building of 1,150 square feet.

         San Antonio, Texas - Approximately thirty-seven acres, which contains a
processing plant of 11,000 square feet and an office building of 1,150 square
feet.

         Odessa, Texas - Approximately twenty acres, which contains a processing
plant of 11,000 square feet and an office building of 1,150 square feet.

         Cleveland, Texas - Approximately twenty-six acres, which contains a
processing plant of 11,000 square feet, a shop building of 800 square feet and
an office building of 1,150 square feet.

         There is a mortgage, which carries a lien on all properties above.

Oklahoma Property

         Choctaw, Oklahoma - Approximately fifteen acres, which contains a
processing plant of 10,000 square feet, a shop building of 9,200 square feet and
an office building of 2,000 square feet. The land lease agreement provides for
five successive five-year renewal options, each with increased annual lease
payments, and options to purchase the leased land.

         There is a mortgage, which carries a lien on the building in Choctaw.

Item 3. Legal Proceedings.

         From time to time, we are involved in various legal proceedings
relating to claims arising in the ordinary course of business. We are not a
party to any such legal proceedings, the adverse outcome of which, individually
or taken together with all other legal proceedings, is expected to have a
material adverse effect on our prospects, financial condition or result of
operations.

Item 4. Submission of Matters to Vote of Security Holders

None

                                       5

<PAGE>

                                                       PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

      The Company completed its initial public offering in June 1999. The
Company's stock did not commence trading. Although some trading occurred in the
March of 2000, there was no active market in the Company's Common Stock until
June 2000. On June 16, 2000 the Company's Common Stock began to be traded on OTC
Bulletin Board.

      The following table set forth the high and low bid and cash prices of the
Company's Common Stock for each calendar quarter in 2000 as reported by the
National Association of Securities Dealers composite feed or other qualified
interdealer quotation medium. These quotations do not represent actual
transactions but represent prices between dealers and do not include retail
markup, markdown or commission.

2000                               Ask                            Bid
                          High           Low             High          Low

First Quarter             0.10         0.10             -             -
Second Quarter            4.875        0.10             6.875         5.03125
Third Quarter             5.875        2.625            6.00          3.00
Fourth Quarter            4.00         5.3125           4.375         0.625

2001                               Ask                            Bid
                          High           Low             High          Low

First Quarter             2.50         0.52             2.5625        0.65625
Second Quarter            1.38         0.65             1.50          0.90
Third Quarter             1.42         0.59             1.50          0.68
Fourth Quarter            1.08         0.55             1.15          0.65



      As of December 31, 2001, there were approximately 50 holders of record of
the Company's common stock, according to the records provided by the transfer
agent.

      In July 2000, the Company agreed to issue 9,000,000 shares of Common Stock
to two affiliates of principals of Safe Tire Disposal Corporation and an
additional 25,000 shares to the registrant's counsel. The issuance of these
shares were exempt from registration under Section 5 of the Securities Act of
1933 pursuant to the exemption provided in Section 4(2) of that act.

      In January 2001, the Company issued 100,000 shares of Common Stock to an
advisor to the Company. The issuance of these shares were exempt from
registration under Section 5 of the Securities Act of 1933 pursuant to the
exemption provided in Section 4(2) of that act.

      In May 2001, the Company issued 9,535,000 shares of Preferred Stock to
Holden Energy Corporation. The issuance of these shares were exempt from
registration under Section 5 of the Securities Act of 1933 pursuant to the
exemption provided in Section 4(2) of that act.

      In January 2002, the Company issued 18,353 shares of Common Stock to a
consultant. In May 2001 the Company issued 9,535,000 shares of Preferred Stock
to Holden Energy Corporation. The issuance of these shares were exempt from
registration under Section 5 of the Securities Act of 1933 pursuant to the
exemption provided in Section 4(2) of that act.

      The Company has not paid dividends in the past and does not anticipate
doing so in the foreseeable future.

                                       6

<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation.

Results of Operations

Fiscal Year Ended December 31, 2000, compared to Fiscal Year Ended December 31,
1999

         In fiscal 2000 the Company incurred a loss before income taxes of
$2,361,690 compared to a profit before income taxes of $1,511,114 in fiscal
1999. The loss principally reflects a decline in tire processing revenues in
fiscal 2000 to $7,323,492 from $10,969,565 in fiscal 1999. Tire processing
revenues are essentially tipping fees paid to the Company to dispose of tires.
The decline occurred because the State of Texas, while keeping an obligation to
charge a disposal fee by tire retailers for the disposal of tires, place the
obligation to dispose of tires on sellers of those tires. Previously, the State
of Texas collected the fee and paid the Company. The Company thereupon commenced
in fiscal 2000 to begin to contract with tire retailers to dispose of the tires
and be paid directly for the a tire's disposition.

         Other revenues, however, partially offset this decline by increasing in
fiscal 2000, to $1,624,388 from $1,160,738. These other revenues are derived
from sales of tire chips that are used for a material in civil engineering
purposes and as a fuel in cement plants and paper pulp plants. Despite the
increase in other revenues, total revenues declined approximately 25%, to
$8,947,880 in fiscal 2000 from $12,130,303 in fiscal 1999.

         Operating expense in fiscal 2000 increased approximately 6% in fiscal
2000 compared to fiscal 1999, to $8,322,374 from $7,845,821. The largest
increase came in transportation expenses which increased approximately 13% to
$4,237,013 from $3,754,909. This increase related to the Company's commitment to
retailers of tires to pick up tires throughout the State of Texas. Further,
increases in fuel costs also contributed to the Company's increase in
transportation expenses.

Fiscal Year Ended December 31, 2001, compared to Fiscal Year Ended December 31,
2000

         The Company's pre-tax losses in fiscal 2001 and fiscal 2000 were
essentially identical, $2,347,932 compared to $2,361,690, respectively. After
tax losses in the respective periods were $2,485,159 and $353,261 with the
fiscal 2000 period reflecting a deferred tax benefit of approximately
$2,000,000.

         Revenues declined in 2001 about 6% from the previous year, largely
because of declining revenues from the sale of chip. This decline is attributed
to the fact that we reduced sales of scrap tire chips until late in the fourth
quarter when we entered into a contract for a landfill. Our revenues from tire
processing were unchanged between the years, $7,362,177 in fiscal 2001 compared
to $7,323,492 in fiscal 2000. Although we made an increased effort to increase
revenues throughout fiscal 2001, an effort that produced some results in the
earlier part of the year, revenues slowed after the events of September 11.

         Operating expenses decreased in 2001 when compared to 2000 reflecting
management's commitment to control costs with declining revenues as well as
declining transportation costs, principally due to favorable fuel prices
throughout fiscal 2001. General and administrative costs declined about 20%, to
approximately 2,000,000 from 2,500,000 and this decline included an expense of
about $150,000 incurred in the first quarter of 2001 relating to the issuance of
100,000 shares of stock.

Liquidity and Capital Resources

         The Company's operations have traditionally been funded from operations
and borrowings from related parties. Investment Bankers, representatives of
which have served on as directors of the Corporation, have also loaned the
Company capital.

         By the end of fiscal 1998, Holden Energy Corporation, which is owned by
Harold H. Holden, had loaned to the Company an aggregate of approximately
$9,500,000. At the end of that year, the Safe Tire Disposal Corporation
converted that debt to a voting Preferred Stock which cumulated dividends at a
10% annual rate. In May 2001, but effective upon acquisition of Safe Tire
Disposal Corp. by the Company, this Preferred Stock was converted into 9,535,000
shares of the Company's Preferred Stock. This Preferred Stock is not voting but
has a $0.10 per share cumulative dividend right and contains a liquidation
preference that is equal to $1.10 per share plus accumulated but unpaid
dividends.

                                       7

<PAGE>

      The Company has accrued $2,515,145 as current maturities for long-term
debt as part of a note that matured April, 1998 and for which the Company
initially obtained a forbearance which extended through April 2001. The Company
is presently negotiating with the holder of that note for another forbearance.

      On February 27, 2002, the Company entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Brighton Opportunity Fund, L.P. ("Brighton"), in
connection with a private equity line financing transaction pursuant to which
the Company shall offer and sell to Brighton up to $10,000,000 of the Company's
Common Stock over a period of up to two years (the "Financing"). As a condition
to Brighton's obligation to make purchases under the Purchase Agreement, the
Common Stock to be offered and sold to Brighton must be registered in an
effective registration statement with the Securities and Exchange Commission.

      Pursuant to the Purchase Agreement, the Company has the right to require
Brighton to purchase a minimum of $50,000 and a maximum of $250,000 our Common
Stock, during any 22 trading days, subject to our right to terminate the
Purchase Agreement at any time. Notwithstanding the foregoing Brighton is not
obligated to purchase more than 10% of the total dollar trading volume in any
month.

      Under the Purchase Agreement, the purchase price per share is equal to 90%
of the lowest bid price of the Company's Common Stock for the ten days
immediately prior to the date the Company notifies Brighton to purchase shares
of the Company's Common Stock. Notwithstanding the foregoing Brighton shall not
be obligated to purchase our Common Stock if they would own more than 4.9% for
Common Stock.

      Simultaneously with the execution of the Purchase Agreement, we borrowed
$300,000 from Brighton pursuant to a convertible note agreement. This note was
secured by 1,300,000 shares of Common Stock pledged by one of our principal
stockholders. We also paid a commitment fee of $100,000 for the equity line of
credit.

      The purpose of the equity line of credit is to fund the construction of
the Company's gasification project.

Item 7. Financial Statements.

      The response to this item is submitted as a separate section of this Form
10-K. See "Item 13. Exhibits, Financial Statements and Reports on Form 8-K."

Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.

      Not Applicable

                                       8

<PAGE>

                                                       PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

      The following table sets forth certain information regarding the Company's
directors and executive officers.

      Name           Age    Position

H. Scott Holden      45     Director, President and Chief Executive Officer

C. Sue Rushing       41     Director, Secretary/Treasurer and Comptroller

Harold H. Holden     67     Director

      Each of the above was appointed as a director and officer of the Company
on July 29, 2000. H. Scott Holden is the son of Harold H. Holden

H. Scott Holden, President and Chief Executive Officer, age 45. Mr. Holden is
primarily responsible for all strategic and financial decisions affecting all
phases of Safe Tire's business. Additionally, he oversees regulatory,
governmental and legislative affairs. Mr. Holden designed and oversaw
construction of the Oklahoma and Texas facilities and is singularly responsible
for originating many of the design improvements. On a daily basis, he oversees
operations of the Company ranging from tire collection, processing and end use
marketing activities to preparation of internal financial information and
regulatory compliance.

C. Sue Rushing, Comptroller, age 41. Ms. Rushing is responsible for all internal
financial reporting functions. Prior to joining the Company in February 1990,
Ms. Rushing was the Financial Manager and Comptroller of the Dornick Hills Golf
and Country Club, Ardmore, Oklahoma. Ms. Rushing has a Bachelor of Science
Degree in Accounting from Southeastern Oklahoma State University, Durant,
Oklahoma.

Harold H. Holden, Advisor to the Board, age 67. He currently serves as Chairman
of the Board, President, and Chief Executive Officer of Holden Energy
Corporation, an independent oil and gas company. HEC was established in 1977 and
presently operates in the Mid-Continent area of the United States. HEC has
developed significant reserves and has an established record in the energy
exploration field. HEC also has 100% owned trucking, transporting, and supply
company subsidiaries. Mr. Holden serves in an advisory and consultant capacity
to the Company. He is a graduate of Texas A&M-Kingsville, Kingsville, Texas.

Section 16(a) Beneficial Ownership Reporting Compliance.

      In connection with the acquisition of Safe Tire Disposal Corporation in
June 2000, the Company appointed new directors and officers, none of which have
filed as of the date hereof the filings required pursuant to Section 16 of the
Securities Exchange Act. These are anticipated to be filed in May, 2002.

Item 10. Executive Compensation.

      The following table sets forth the compensation paid to the Company's
Executive Officers. For services rendered to the Company in all capacities for
the fiscal years ended December 31, 2001.

Summary Compensation Table

      Name and                Fiscal Year        Annual Compensation   All Other
Principal Position            Compensation    Salary       Bonus

H. Scott Holden, President    2001            $349,920     -           -
                              2000             373,640     -           -
                              1999             466,800     -           -

Item 11. Security Ownership of Certain Beneficial Owners and Management.

      The following table sets forth certain information regarding the
beneficial ownership as of March 15, 2002, of the Common stock by (a) each
person known by the Company to be a beneficial owner of more than 5% of the
outstanding shares of Common Stock and by each Selling Shareholder, (b) each
director of the Company, (c) each Named Executive Officer, and (d) as directors

                                       9

<PAGE>

and executive officers of the Company as a group. Unless otherwise noted, each
beneficial owner named below has sole investment and voting power with respect
to the Common Stock shown below as beneficially owned by him.

Name of                               Number of                        Percent
Beneficial Owner                      Shares Owned                     Owned

H. Scott Holden, 1993 Trust           4,400,000                         39.1%

Harold H. Holden, 1985 Trust          4,400,000                         39.1%

Officers and Directors as a Group     9,000,000                         78.3%

The address of H. Scott Holden, 1993 Trust and the Harold H. Holden, 1985 Trust
is 301 West Main, Suite 600, Ardmore, OK 73401

Item 12. Certain Relationships and Related Transactions.

      The Company has funded research and development efforts principally
relating to using expended tires for a variety of uses. This research and
development has been done through related entities that are not owned by Safe
Tire Disposal Corp., the Company's wholly owned subsidiary, nor by the Company.

      At December 31, 1999, the Company advanced Rubber Recycling Resources
$343,060 for working capital purposes and an additional $59,540 in fiscal 2000
for the same purposes. Rubber Recycling Resources conducts research and
development activities involving civil engineering applications of tire chips
such as telephone poles and railroad cross arms. At December 31, 2001, Rubber
Recycling Resources owed the Company $413,083.

      In fiscal years 2000 and 2001, the Company advanced $54,800 $33,000,
respectively, to Recycled Energy, L.L.C. for working capital purposes. At
December 31, 2001, Recycled Energy, L.L.C. owed the Company $87,000. Recycled
Energy, L.L.C. owns the rights to the tire gasification process. See "Item 1. -
Business."

      In fiscal years 2000 and 2001, the Company advanced $65,375 and $49,000,
respectively to Safe Tire Recycling relating to costs to develop joint ventures
in Europe for various projects using recycled tires. At the end of fiscal 2001,
Safe Tire Recycling owed the Company $215,207.

      H. Scott Holden and Harold H. Holden, or their affiliates, own each of
these entities, Recycled Energy Power Corporation, Rubber Recycling Resources,
Recycled Energy L.L.C. and Safe Tire Recycling. The Company does not have an
equity interest in these entities. The Holdens have, however, committed to
transfer the rights to the technology of the gasification process to the Company
without additional consideration.

      The Holdens have advanced to the Company working capital at various times.
At December 31, 2001, the Company owed the Holdens or their affiliates a total
of $980,200.

      In addition, in fiscal 2000 Amerifirst Financial advanced $475,000 to the
Company. Amerifirst Financial is an affiliate of one of the Company's directors
who resigned in 2001.

      By the end of fiscal 1998, Holden Energy Corporation, which is owned by
Harold H. Holden, had loaned to the Company an aggregate of approximately
$9,500,000. At the end of that year, the Safe Tire Disposal Corporation
converted that debt to a voting Preferred Stock which cumulated dividends at a
10% annual rate. In May 2001, but effective upon acquisition of Safe Tire
Disposal Corp. by the Company, this Preferred Stock was converted into 9,535,000
shares of the Company's Preferred Stock. This Preferred Stock is not voting but
has a $0.10 per share cumulative dividend right and contains a liquidation
preference that is equal to $1.10 per share plus accumulated but unpaid
dividends.

                                       10

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON  FORM 8-K


Exhibits, financial statements and reports

Copies of the following documents are included as exhibits to this report
pursuant to Item 601 of Regulation S-B.

Exhibit No.  SEC Ref.  Title of Document Page.

2.01 *   2        Articles of Incorporation, as amended
2.02 *   2        By-Laws

      * Previously filed with the Securities and Exchange Commission on
September 8, 1998, as part of the Company's initial filing on Form SB-1


Reports on Form 8-K:

None

                                       11
<PAGE>



                           INTEGRATED TECHNOLOGY GROUP
                                AND SUBSIDIARIES



                                    CONTENTS


                                                                      Page

INDEPENDENT AUDITOR'S REPORT                                          F-1

CONSOLIDATED FINANCIAL STATEMENTS

   CONSOLIDATED BALANCE SHEET                                         F-2

   CONSOLIDATED STATEMENTS OF OPERATIONS                              F-3

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                    F-4

   CONSOLIDATED STATEMENTS OF CASH FLOWS                              F-5

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     F-6 - F-10




<PAGE>

Independent Auditor's Report


The Board of Directors and Stockholders
Integrated Technology Group (Successor to Safe Tire Disposal Corp.)

We have audited the accompanying consolidated balance sheet of Integrated
Technology Group and subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the two years in the period ended December 31, 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Integrated
Technology Group and subsidiaries as of December 31, 2001, and the results of
their operations and their cash flows for each of the two years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.



Lane Gorman Trubitt, L.L.P.


Dallas, Texas
January 25, 2002





                                      F-1

<PAGE>

                  Integrated Technology Group and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001

                                     ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS
<S>                                                                             <C>
   Cash and cash equivalents                                                    $          18,905
   Accounts receivable, net of allowance of $40,219                                       636,460
   Prepaid expenses                                                                        77,864
   Deposits                                                                                38,500
   Deferred taxes                                                                          16,690
                                                                                -----------------
     Total current assets                                                                 788,419
                                                                                -----------------
PROPERTY, PLANT AND EQUIPMENT
   Land                                                                                   467,040
   Buildings and improvements                                                           2,562,146
   Transportation equipment                                                             7,744,122
   Plant equipment                                                                     12,953,496
                                                                                -----------------
                                                                                       23,726,804
   Less accumulated depreciation                                                      (19,752,063)
                                                                                -----------------
     Net property, plant and equipment                                                  3,974,741
                                                                                -----------------
OTHER ASSETS
   Long-term advances - related party                                                     716,090
   Deferred taxes                                                                       4,477,736
                                                                                -----------------
                                                                                        5,193,826
                                                                                -----------------
                                                                                $       9,956,986
                                                                                =================
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current maturities of long-term debt                                         $       2,519,408
   Accounts payable - related party                                                     1,455,200
   Accounts payable                                                                       944,293
   Accrued interest                                                                       463,030
   Other current liabilities and accrued expenses                                         167,426
                                                                                -----------------
     Total current liabilities                                                          5,549,357
                                                                                -----------------
LONG-TERM DEBT, less current maturities                                                    10,515

CONTINGENCIES                                                                                 -

STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value; 20,000,000 shares authorized,
     11,225,000 issued and outstanding                                                     11,225
   Preferred, $0.10 cumulative dividend, $.01 par value; 10,000,000
     shares authorized, 9,535,000 issued and outstanding                                   95,350
   Additional paid-in capital                                                          15,506,271
   Accumulated deficit                                                                (11,215,732)
                                                                                -----------------
     Total stockholders' equity                                                         4,397,114
                                                                                -----------------
                                                                                $       9,956,986
                                                                                =================
</TABLE>



The accompanying notes are an integral part of these statements.
                                      F-2

<PAGE>

                  Integrated Technology Group and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            Years ended December 31,
<TABLE>
<CAPTION>
                                                                              2001                      2000
Revenues
<S>                                                                    <C>                       <C>
   Tire processing revenue                                             $   7,362,177             $   7,323,492
   Other revenue                                                           1,067,834                 1,624,388
                                                                       -------------             -------------
     Total revenues                                                        8,430,011                 8,947,880
                                                                       -------------             -------------
Operating expenses
   Facility and processing                                                 2,884,644                 2,804,786
   Transportation                                                          3,945,021                 4,237,013
   General and administrative                                              2,035,900                 2,535,477
   Depreciation and amortization                                           1,402,591                 1,280,575
                                                                       -------------             -------------
     Total operating expenses                                             10,268,156                10,857,851
                                                                       -------------             -------------
     Operating loss                                                       (1,838,145)               (1,909,971)

Other income (expenses)
   Interest expense                                                         (510,535)                 (468,084)
   Interest income                                                               748                     1,365
   Gain on sale of assets                                                         -                     15,000
     Loss before income taxes                                             (2,347,932)               (2,361,690)

Deferred tax (expense) benefit                                              (137,227)                2,008,429

     Net loss                                                          $  (2,485,159)            $    (353,261)
                                                                       =============             =============
Basic loss per common share                                            $       (0.31)            $       (0.13)
                                                                       =============             =============
Weighted average shares                                                   11,216,667                10,054,167
                                                                       =============             =============
</TABLE>



















The accompanying notes are an integral part of these statements.
                                      F-3

<PAGE>

                  Integrated Technology Group and Subsidiaries
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                 Additional                      Total
                                      Common Stock            Preferred Stock     Paid-in       Accumulated    Stockholders'
                                   Shares     Amount         Shares   Amount      Capital       Deficit        Equity
                                  ------------------         ----------------   -----------     ------------   ------------


<S>                               <C>         <C>        <C>        <C>        <C>             <C>             <C>
Balance, December 31, 1999             1,000  $ 1,000    9,535,000  $95,350    $15,372,796     $(8,377,312)    $7,091,834

Safe Tire Corporation Merger
11,124,000 shares                 11,124,000   10,125           -        -         (10,125)             -              -

Net loss                                  -        -            -        -              -         (353,261)      (353,261)
                                  ----------  -------    ---------  -------    -----------     -----------     ----------
Balance, December 31, 2000        11,125,000   11,125    9,535,000   95,350     15,362,671      (8,730,573)     6,738,573

Shares issued for services
100,000 shares                       100,000      100           -        -         143,600              -         143,700

Net loss                                  -        -            -        -              -       (2,485,159)    (2,485,159)
                                  ----------  -------    ---------  -------    ----------     ------------     ----------
Balance, December 31, 2001        11,225,000  $11,225    9,535,000  $95,350    $15,506,271    $(11,215,732)    $4,397,114
                                  ==========  =======    =========  =======    ===========    ============     ==========
</TABLE>






















The accompanying notes are an integral part of these statements.

                                      F-4

<PAGE>

                  Integrated Technology Group and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years ended December 31,
<TABLE>
<CAPTION>

                                                                                      2001                2000
                                                                                      ----                ----
Cash flows from operating activities:
<S>                                                                               <C>                <C>
   Net loss                                                                       $  (2,485,159)     $     (353,261)
   Adjustments to reconcile net loss to net cash used by operating activities
     Common stock issued for services                                                   143,700                  -
     Depreciation and amortization                                                    1,402,591           1,280,575
     Gain on sale of assets                                                                  -              (15,000)
     Deferred income taxes                                                              137,227          (2,008,429)
     Change in assets and liabilities
       Accounts and other receivables                                                   251,969            (176,775)
       Prepaid expenses, deposits and other assets                                      (22,682)            239,840
       Accounts payable                                                                 (52,498)            630,318
       Other liabilities and accrued expenses                                           226,129             (31,804)
                                                                                  -------------      --------------
         Net cash used by operating activities                                         (398,723)           (434,536)
                                                                                  -------------      --------------
Cash flows from investing activities:
   Purchases of plant and equipment                                                    (245,446)           (280,167)
   Proceeds on sales of assets                                                               -               15,000
   Advances to related parties                                                          (92,482)                 -
                                                                                  -------------      --------------
         Net cash used by investing activities                                         (337,928)           (265,167)
                                                                                  -------------      --------------
Cash flows from financing activities:
   Advances from related parties                                                        728,500             726,700
   Repayment of advances from related parties                                                -             (179,715)
   Repayment of long-term debt                                                           (3,897)           (171,998)
                                                                                  -------------      --------------
         Net cash provided by financing activities                                      724,603             374,987
                                                                                  -------------      --------------
Net decrease in cash and cash equivalents                                               (12,048)           (324,716)

Cash and cash equivalents at beginning of year                                           30,953             355,669
                                                                                  -------------      --------------
Cash and cash equivalents at end of year                                          $      18,905      $       30,953
                                                                                  =============      ==============
Supplemental cash flow information:
   Cash paid for interest                                                         $     205,755      $      362,576
                                                                                  =============      ==============
</TABLE>











The accompanying notes are an integral part of these statements.

                                      F-5

<PAGE>


                  Integrated Technology Group and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       NATURE OF OPERATIONS

Integrated Technology Group and subsidiaries (the "Company") collect and dispose
of waste tires. The process involves converting the whole waste tire into
shredded chips available for sale as a by-product. The Company owns and operates
one processing plant in the state of Oklahoma and four processing plants in the
state of Texas. The Company's significant sources of revenues are from the
states of Oklahoma and Texas for the collecting and shredding of waste tires.
The Company's operations and revenues are impacted by laws and regulations of
the states of Oklahoma and Texas.

The Company sells tire chips to buyers. The Company is actively exploring new
markets for the shredded chips which could increase the sales of the shredded
chips in future years.

Merger

On July 10, 2000, Integrated Technology Group, Inc. purchased all the assets of
Safe Tire Disposal Corp. and Subsidiaries (STDC) by issuing 9,000,000 shares of
its $0.001 par value common stock to the shareholders of STDC in exchange for
all the outstanding shares of STDC. The merger was accounted for as a purchase
in accordance with Accounting Principles Board Opinion No. 16. Prior to this
merger, Integrated Technology Group, Inc. (formerly Living Card Company, Inc.)
was a dormant publicly traded shell company with no material financial activity.
The consolidated financial statements of the Company include the results of
operations and cash flows of STDC for the period January 1, 2000 to July 10,
2000, the effective date of the merger. The financial position and results of
operations of the predecessor company are immaterial and have not been included
in the consolidation.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the financial
statements of the Company and its subsidiaries. Intercompany balances and
transactions between the Company and its subsidiaries have been eliminated in
consolidation.

Use of Estimates in Preparation of Financial Statements

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 revenues and expenses during the reporting period.
Actual amounts could differ from those estimates.

Fair Values of Financial Instruments

Fair values of financial instruments are estimated to approximate the related
book value, unless otherwise indicated, based on market information available to
the Company.

Recent Accounting Pronouncements

The Financial Accounting Standards Board has released FAS 141, "Business
Combinations," FAS 142, "Goodwill and Other Intangible Assets," FAS 143,
"Accounting for Asset Retirement Obligations," and FAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." The Company believes that the
impact of these new standards will not have a material effect on the Company's
consolidated financial position, results of operations or disclosures.

Revenue Recognition

The Company recognizes revenue at the time of waste tire collection or at the
time shredded tire chips are sold.

                                      F-6

<PAGE>

                  Integrated Technology Group and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid short-term
investments in money market accounts.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated
depreciation. All material property, plant, and equipment additions are
capitalized and depreciated on a straight-line basis over the estimated useful
lives of the assets. Estimated useful lives range from 5 to 30 years. As assets
are disposed of, cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is included in operations.

Long-lived assets are periodically reviewed for impairment based on an
assessment of future operations. The Company records impairment losses on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Measurement of an impairment loss is
based on the fair market value of the asset.

Income Taxes

The Company provides for income taxes under the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement 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 recorded 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 income taxes and liabilities arise principally from the temporary
differences between financial statement and income tax recognition of
depreciation and amortization, bad debts and net operating losses.

Chip Inventory

The Company has approximately 218,000 and 228,000 tons of tire chips on hand at
December 31, 2001 and 2000, respectively. As noted above, the Company receives a
fee for collecting, transporting, and shredding waste tires for the states of
Oklahoma and Texas. In order to make the tire chips marketable to end users, the
Company processes waste tires to a size smaller than required by the states. The
Company is currently unable to accurately measure the incremental costs of
processing waste tires below the size required by the states. Therefore, the
Company does not record the tire chips as inventory on its consolidated balance
sheet.

Advertising and Marketing

Advertising and marketing costs are expenses as incurred. Advertising expense
totaled $11,375 and $8,081 for the years ended December 31, 2001 and 2000,
respectively.

Per Share Information

Per share information is based on the weighted average number of common stock
and common stock equivalent shares outstanding. Only basic earnings per share
are shown, as there are no dilutive items.




                                      F-7
<PAGE>


                  Integrated Technology Group and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.       LONG-TERM DEBT
<TABLE>
<CAPTION>

Long-term debt of the Company consists of the following at December 31, 2001:

       Note payable to bank purchased by an investment company and is
         due on demand.  Note matured April 1, 1998.  Interest rate
         is prime rate plus 5% (9.75% at December 31, 2001).  The note is
<S>                                                                                              <C>
         collateralized by the assets of the Company.                                            $         2,515,145

       Borrowing under financing agreement for property acquisition, payable
         in monthly installments of $453, including interest of 9%, through
         February 1, 2005.  The borrowing is secured by a deed of trust.                                      14,778
                                                                                                 -------------------
                                                                                                           2,529,923
       Less current installments of long-term debt                                                        (2,519,408)
                                                                                                 -------------------
                                                                                                 $            10,515
                                                                                         ===================
</TABLE>

The aggregate maturities of long-term debt for each of the five years subsequent
to December 31, 2001 are as follows: 2002, $2,519,408; 2003, $4,662; 2004,
$4,958; 2005, $895 and 2006, $0.

4.       INCOME TAXES
<TABLE>
<CAPTION>

The components of the deferred tax assets and liabilities at December 31, 2001, are as follows:

         Deferred tax assets - tax effect of:
<S>                                                                                              <C>
              Allowance for doubtful accounts                                                    $            14,881
              Charitable contributions carryforward                                                            1,809
              Net operating loss carryforward                                                              5,794,904
                                                                                                 -------------------
                  Total gross deferred tax assets                                                          5,811,594
              Less valuation allowance                                                                      (990,409)
                                                                                                 -------------------
                  Net deferred tax assets                                                                  4,821,185
         Deferred tax liabilities - tax effect of:
              Property, plant, and equipment                                                                (326,757)
                                                                                                 -------------------
                  Total deferred tax liabilities                                                            (326,757)
                                                                                                 -------------------
                  Net deferred tax asset/liability                                               $         4,494,426
                                                                                                 ===================
</TABLE>

The net change in the total valuation allowance for deferred tax assets as of
December 31, 2001 was $990,409. There was no change in the valuation allowance
for the year ended December 31, 2000. In assessing the recoverability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment.

At December 31, 2001, the Company has net operating loss carryforwards for
federal income tax purposes of approximately $15,700,000, which are available to
offset future federal taxable income generated, if any. The carryforwards expire
as follows: $227,000 in 2008; $1,755,000 in 2009, $3,644,000 in 2010, $3,425,000
in 2011, $1,572,000 in 2017, $1,502,000 in 2018, $2,038,000 in 2020 and
$1,537,000 in 2021.


                                      F-8

<PAGE>


                  Integrated Technology Group and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       DEFINED CONTRIBUTION PLAN

Employees of the Company participate in a group defined contribution 401(k) plan
sponsored by STDC. All full-time employees are eligible to participate on the
first plan entry date after six months of service with the Company and attaining
21 years of age. The Company may make contributions from its pre-tax profits.
There were no Company contributions for the years ended December 31, 2001 and
2000.

6.       PREFERRED STOCK

The Company has 9,535,000 shares of non-voting, cumulative preferred stock with
a 10% dividend rate issued and outstanding at December 31, 2001. Upon voluntary
or involuntary dissolution of the Company, the assets of the Company available
for dissolution are distributed first to preferred shareholders in an amount
equal to all unpaid declared, accumulated dividends, if any, without interest,
then to preferred shareholders in an amount equal to $1.10 per share.
Thereafter, the remaining assets of the Company available for distribution are
distributed among and paid to common shareholders. Preferred stock may be
redeemed in whole or in part at the option of the Company at $1.10 per share
plus any accrued and unpaid dividends, whether or not declared. Dividends in
arrears at December 31, 2001 total $2,860,500.

7.       RELATED PARTY TRANSACTIONS

Included in other assets, long-term receivables at December 31, 2001 are
advances to the following companies who are related through common ownership by
officers of the Company. The advances are interest free and have no associated
repayment schedule. No repayments have been made as of December 31, 2001.

       Rubber Recycling Resources                   $       413,083
       Safe Tire Recycling                                  215,207
       Recycled Energy, L.L.C.                               87,800
                                                    ---------------
                                                    $       716,090
                                                    ===============

Included in accounts payable - related parties at December 31, 2001 are advances
from various stockholders of the Company totaling $1,429,200 and advances from
Southstar, Inc., related through common ownership by officers of the Company,
totaling $26,000.

8.       LEASE COMMITMENTS

The Company leases land and transportation equipment under operating leases. The
land lease agreement provides for five successive five-year renewal options,
each with increased annual lease payments, and options to purchase the leased
land. Transportation equipment leases are cancelable at any time. Rental expense
for all operating leases approximated $628,000 and $469,500 for the years ended
December 31, 2001 and 2000, respectively.

Future minimum lease payments under noncancellable operating leases (with
initial or remaining lease terms in excess of one year) as of December 31, 2001,
are:

           Year ending December 31:

                   2002                             $         2,000
                   2003                                       2,000
                   2004                                       4,000
                   2005                                       4,000
                   2006                                       4,000
                                                    ---------------

          Total minimum lease payments              $        16,000
                                                    ===============


                                      F-9
<PAGE>

                  Integrated Technology Group and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.       LETTERS OF CREDIT

As of December 31, 2001, the Company was contingently liable for outstanding
letters of credit totaling approximately $245,000. The letters of credit expire
during 2002.

10.      LOSS PER SHARE
<TABLE>
<CAPTION>
Loss per share information contained in the consolidated statement of operations
is calculated as follows for the years ended December 31,:
                                                                                       2001                  2000
                                                                                ----------------        -------------
<S>                                                                             <C>                     <C>
Net loss                                                                        $    (2,485,159)        $    (353,261)
Undeclared dividends on preferred stock                                                (953,500)             (953,500)
                                                                                ---------------         -------------
Net loss available to common stockholders                                       $    (3,438,659)        $  (1,306,761)
                                                                                ===============         =============
Basic loss per common share                                                     $          (.31)        $       (0.13)
                                                                                ===============         =============
Weighted average shares                                                              11,216,667            10,054,167
</TABLE>

11.      CONTINGENT LIABILITIES

In the normal course of business, various actions and claims have been brought
or asserted against the Company. Management does not consider these legal
actions to be material to the Company's financial position, liquidity, or
results of operations.

12.      SUBSEQUENT EVENT

In January 2002, the Company entered into a joint venture agreement with a firm
based in Indonesia specializing in the production of industrial equipment and
machinery to produce a recycling plant that will produce marketable oil, gas,
steel and carbon black. The joint venture has a life of 10 years, unless both
parties agree to an extension.

On February 27, 2002, the Company entered into a Stock Purchase Agreement (the
"Purchase Agreement") with an investment fund ("the Fund"), in connection with a
private equity line financing transaction pursuant to which the Company shall
offer and sell to the Fund up to $10,000,000 of the Company's Common Stock over
a period of up to two years.

The Company borrowed $300,000 from the Fund pursuant to a convertible note
agreement, which is secured by 1,300,000 shares of Common Stock pledged by one
of the Company's principal stockholders. The Company also paid a commitment fee
of $100,000 for the equity line of credit.

13.      LITIGATION

The Company is currently seeking to recover $5,000,000 from an investment
company. This amount represents the proceeds the Company should have received
from the sale of its stock by the investment company. The related shares of
common stock have not been issued. The outcome of these proceedings cannot be
reasonably estimated at this time, and as a result, no gain is recorded on the
Company's books at December 31, 2001.



                                      F-10

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, the Registrant has caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

                                     REGISTRANT:


                                     INTEGRATED TECHNOLOGY GROUP

Dated April 1, 2002

                                     /s/ H. Scott Holden
                                     H. Scott Holden
                                     President and Chief Executive Officer



                                     /s/ C. Sue Rushing
                                     C. Sue Rushing, Principal Financial and
                                     Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





/s/ H. Scott Holden                 Director                  April 1, 2002
H. Scott Holden



/s/C. Sue Rushing                   Director                  April 1, 2002
C. Sue Rushing



/s/ Harold H. Holden                Director                  April 1, 2002
Harold H. Holden