SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
Commission File No. 000-30387
INVESTMENT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
88-0431927
(State or other jurisdiction
(IRS Employer Identification No.)
of Incorporation or Organization)




5235 Island Chain Road
Las Vegas, Nevada 89118
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (702) 248-1118
Securities registered pursuant to Section 12(b) of the Act:
Common Stock
Securities registered pursuant to Section 12(g) of the Act:
None
Common Stock, ($.001 par value)
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ___ No _X_
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, ot 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. [ ]
State issuer's revenue for its most recent fiscal year $0.00
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on December 31, 2001, based on the average bid and
asked prices of Common Stock in the over-the-counter market on that
date is estimated to have been $1,977,041.
41,188,352 shares of Registrant's Common Stock, $.001 par value were
outstanding on December 31, 2001, prior to the effectiveness of the latest
practicable date.



<TABLE>
<CAPTION>
CONTENTS
<S>		   <C>		<C>						            <C>
			Page
PART I

	Item 1.	BUSINESS	3

	Item 2.	PROPERTY	4

	Item 3.	LEGAL PROCEEDINGS	4

	Item 4.	SUBMISSION OF MATTERS TO A VOTE
		OF SECURITY HOLDERS	4

PART II

	Item 5.	MARKET FOR REGISTRANT'S COMMON

</TABLE>


<TABLE>
<CAPTION>


<S>												   <C>
EQUITY AND RELATED STOCKHOLDER MATTERS 						     4
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ONDITION AND RESULTS OF
OPERATIONS 						                          			                   5
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                           6
Item 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                        6

PART III

Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 			                    6

Item 10. EXECUTIVE COMPENSATION 							                   7

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT            7
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                    7

PART IV

Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                8
</TABLE>



PART I

Item 1. - BUSINESS
Investment Technology, Inc. is a Nevada corporation formed on July 2,
1999. The Company entered into a merger agreement on July 19, 1999 to
merge with Distance Learning Systems, Inc.
On December 15, 1997 Distance Learning Systems, Inc. issued 4,993,413
shares of restricted unregistered common stock in a merger agreement in
exchange for 100% of the issued and outstanding shares of Career
Opportunities International, Ltd.
On July 7, 1998 the Distance Learning Systems, Inc. issued 759,000
shares of restricted unregistered common stock to various individuals for
services rendered in conjunction with the reverse merger of Career
Opportunities International, Ltd. and USFG, Inc. This transaction was
valued at $7,590, which approximated the fair value of the Company's
stock issued and the fair value of the services rendered.
On July 19, 1999, Distance Learning Systems, Inc. changed it state of
incorporation from Oregon to Nevada by means of a merger with and into
a Nevada corporation formed on July 2, 1999 solely for the purpose of
effecting the reincorporation. The Certificate of Incorporation and Bylaws
of the Nevada corporation are the Certificate of Incorporation and Bylaws
of the surviving corporation. Such Certificate of Incorporation changed the
Company's name to Investment Technology, Inc. and modified the
Company's capital structure to allow for the issuance of 10,000,000 shares
of common stock with a par value of $0.01 per shares.
The Company entered into negotiations with Pharmedical Corporation in
early 2000 for either a purchase of that company or a merger.
Pharmedical Corporation is a privately held Nevada corporation engaged
in the business of manufacturing over the counter health, beauty and
wellness products.
Finally both parties determined that it would be best for the Company to
hold an exclusive license to market, distribute and promote the products of
Pharmedical Corporation. The parties entered into such an agreement on
May 12, 2000 for a period of 50 years. In exchange for the exclusive
distribution agreement the Company issued 4,995,000 shares of its
restricted common stock to Pharmedical Corporation.
The Company has not transacted any business under the exclusive
license agreement to this date, and has abandoned the project, but still
hopes to do so if the necessary funding becomes available.

On or about October 2001, the registrant entered into a share exchange
with International Gaming Technologies, S. A ., ("IGT") a Costa Rican
company for the acquisition of Casino El Duce.  The registrant exchanged
18,000,000 shares of its common stock for all of the outstanding shares of
I.G.T.  Casino El Duce is an online gaming portal offering the international
gaming consumer an online gaming experience.



Item 2. - PROPERTY
None

Item 3. - LEGAL PROCEEDINGS
The  Company  had  no  legal  proceedings  in  2001  and  none  are
pending.


Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.

PART II

Item 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the OTC Bulletin Board, with
the symbol INZS.
The OTC  Electronic  Bulletin  Board  is  sponsored  by  the National
Association of Securities  Dealers  (NASD).  The  Electronic  Bulletin
Board  is  a network of security  dealers  who  buy  and  sell  stocks.
The following table sets forth for the periods indicated the range of high
and low closing bid quotations per share as reported by the over-the-
counter market. These quotations represent inter-dealer prices, without
retail markups, markdowns or commissions and may not necessarily
represent actual transactions.




<TABLE>
<CAPTION>

		Price per Share
		----------------------
		High		Low

<S>		   			  <C>		       <C>
 Fiscal year 2001
	Second Quarter (April 1, 2001	$0.20 		$0.03
	through June 30, 2000)

	Third Quarter (July 1, 2001	$0.41 		$0.07
	through September 30, 2001)

	Fourth Quarter (October 1, 2001
	through December 31, 2001)	$0.40 		$0.05
</TABLE>


The Company's Board of Directors determines any payment of
dividends.  The Board of  Directors  does not expect to authorize the
payment of cash dividends in the foreseeable  future.  Any  future
decision with respect to dividends will depend on  future  earnings,
operations,  capital  requirements  and  availability,   restrictions  in
future financing agreements, and other business and financial
considerations.

There are and estimated 308 holders of record of the common stock of
the Company. There have never been any dividends, cash or
otherwise, paid on the common shares of the Company.


Item 6. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND   RESULTS OF OPERATIONS


Plan of Operation

On or about September 5, 2001 the Company acquired all of the
outstanding  ownership interest in International Gaming Technology, S.
A., ("IGT") a Costa Rican company for 18,000,000 common shares of
the Company.  IGT was the owner of online gaming  technology and
was the developer of Casino Elduce. Casino El Dice is an online
gaming portal enabling the gaming consumer to access a diverse
collection of online waging opportunities.  The management is of the
opinion that the online gaming market segment will allow the Company
to increase its sales and achieve profitability in the near term.

Operating cashflow during the 2001 fiscal year was minimum due to
management's inability to raise capital to develop the Company's
business plan.

The Company will face considerable risk in each of its business plan
steps, such as difficulty of hiring competent personnel within its budget
and a lack of funding due to the Company's inability to raise capital in
the Equity Securities Market. If no funding is received during the next
twelve months,  the Company will be forced to rely on its existing cash
in the bank and funds loaned to the Company. In such a restricted cash
flow scenario, the Company would be unable to complete its business
plan steps and would instead delay all cash intensive activities.

Significant losses in 2001 were primarily due to management's decision
to utilize  funds to advance the Company's business plan of opening an
online gaming portal.  Management believes it will meet its revenue and
profit goals in 2002 through potential acquisitions and increased cash
flow resulting from sales.

The Company  wrote down the value of the acquired technology of
Casino ElDuce to $18,000.  The conservative valuation of Casino
ElDuce was the result of management's opinion of the value of the
technology.





YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED
DECEMBER 31, 2000.
The Company had no revenue in either 2000 or 2001.
The General Administrative Expenses were $2,480 in 2000 compared
to $5,013 in 2001. There were related party consulting services of
$3,657,513 and related party officer compensation of $480,000 in the
year ended on December 31, 2001 compared to $641,600 and
$360,000 respectively for the year ended December 31, 2000. There
was a loss from continuing operations of $1,004,080 in 2000, and a loss
from continuing operations of $6,634,426 in 2001.
The result was that there was a net loss of $6,634,426 in 2001,
compared to a net loss of $2,003,080 in 2000. The net loss per share in
2001 was $.33 compared to a net loss per share of $.23 in 2000.

LIQUIDITY AND CAPITAL RESOURCES
Investment Technologies, Inc. has historically had more expenses than
income in each year of its operations. The accumulated deficit to
December 31, 2001 was $8,819,355. It has been able to maintain a
positive cash position solely through financing activities. As a result of
this, and the fact that the Company's current liabilities exceed its
current assets, the independent auditor has issued a going concern
opinion.
There are no known trends, events or uncertainties that are likely to
have a material impact on the short or long term liquidity. The primary
source of liquidity in the future will be increased sales. The Company
may have to seek additional funds through equity sales or debt.
Additional equity sales could have a dilutive effect. The debt financing,
if any, would most likely be convertible to common stock, which would
also have a dilutive effect. There are no material commitments for
capital expenditures. There are no known trends, events or
uncertainties reasonably expected to have a material impact on the net
sales or revenues or income from continuing operations. There are no
significant elements of income or loss that do not arise from continuing
operations. There are no seasonal aspects to the business of
Investment Technology, Inc.



Item 7. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are attached following Item 14.




Item 8. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
The former independent accountant, S. W. Hatfield resigned. He had
some disagreements with management of the Company in regard to
financial disclosures and accounting practices. The disagreements will
be fully disclosed on a Form 8-k, current report that will be filed in the
near future.
PART III

Item 9. - DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
The executive officers and directors of the Company, with a brief
description, are as follows:
Thomas Vidmar, 55- Mr. Vidmar is the President, CEO and a Director of
the Company. Mr. Vidmar has been an independent financial consultant
for more than the last 6 years.
Stephan Herold,58- Mr. Herold is a Director. Mr. Herold has been a
consultant for more than the past 6 years.
Walter Crutchfield,75- Mr. Crutchfield is a Director. Mr. Crutchfield is the
President of Pharmedical Corporation.
The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified.
The officers serve at the pleasure of the Board of Directors.

Item 10. - EXECUTIVE COMPENSATION.
There are no officers or directors that received compensation in excess
of $60,000 or more during the last year. There are no fringe benefits,
stock option plans of any other compensation for officers and directors.
Please also see Item 13, Certain Relationships and Related
Transactions. The Company accrued $936,000 in executive
compensation and the above consultants were issued 1,350,000 shares
of common stock in settlement of the executive compensation.
Item 11. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
There are presently an estimated 41,188,352 shares of the Company's
common shares outstanding. The following table sets forth the
information as to the ownership of each person who, as of December
31, 2001, owns of record, or is known by the Company to own
beneficially, more than five per cent of the Company's common stock,
and the officers and directors of the Company.




<TABLE>
<CAPTION>
<S>						<C>				<C>
Shares of			Percent of
Name						Common Stock		Ownership
Thomas Vidmar				1,879,268			      4.6%
Stephen Herold				1,500,000			      3.6%
Walter Crutchfeld				1,100,000			      2.7%
O.K. Lucas					1,045,226			      2.5%
Bryan R Escimilla				18,000,000			       44%

Directors, Officers and
Control Persons as a group			23,524,494			        57%
</TABLE>


Item 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has entered into consulting agreements with Stephan Herold,
Thomas Vidmar, Walter Crutchfield and O. K. Lucas, all of them directors and
officers. Each agreement provides that the consultant shall be paid an amount
of not less than $12,000 per month for services. In the event the Company
does not have cash to pay these agreements they may be converted into
stock of the Company at the rate of $.10 per share.  As of December 31. 2001
the Company has accrued $936,000 in executive compensation.  The
Company subsequently pursuant to a board resolution canceled the consulting
contracts of Stephen Herold,  Thomas Vidmar, Walter Crutchfield, and O.K.
Lucas and issued them 1,350,000 shares as settlement in full.




PART IV
Item 13. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
None
 (c) There are no exhibits.






AUDITORS' REPORT                                			13
FINANCIAL STATEMENTS
Consolidated balance sheets                          		 17
Consolidated statements of operations                 		 18
Statement of Changes in Shareholders' Equity		 19-20
Consolidated statements of cash flows                		 20-21



NOTES TO THE FINANCIAL STATEMENTS         		  22-33









G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.257.1984
702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT

May 15, 2002

Board of Directors
Investment Technology, Inc.
Las Vegas, NV

I have audited the Balance Sheets of Investment Technology, Inc. (the
"Company") (a development stage company), as of December 31, 2001
and 2000 and the related Statements of Operations, Stockholders'
Equity, and Cash Flows for the years then ended.  These financial
statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements
based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards in the United States of America.  Those standards require
that I 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 statement presentation.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Investment Technology,
Inc. (a development stage company) as of December 31, 2001 and
2000 and the results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles
in the United States of America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 4
to the financial statements, the Company has had limited operations
and have not commenced planned principal operations.  This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in
Note 4.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/ G. Brad Beckstead, CPA
_______________________________
G. Brad Beckstead, CPA
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.257.1984
702.362.0540 (fax)







May 15, 2002


To Whom It May Concern:

The firm of G. Brad Beckstead, CPA, consents to the inclusion of my
report of May 15, 2002, on the Financial Statements of Investment
Technology, Inc. for the years ended December 31, 2001 and 2000 in
its Form 10KSB to be filed with the US Securities and Exchange
Commission.

Signed,


/s/ G. Brad Beckstead, CPA
__________________________________
G. Brad Beckstead, CPA










Item 14

<TABLE>
<CAPTION>


Investment Technology, Inc.
(formerly Distance Learning Systems, Inc.)
Balance Sheet

							          December 31,		December 31,
<S>							                   2001	        2000
Assets					 <C>			 <C>

Current assets:
	Cash and equivalents			$	                   0 		$	                13
		Total current assets				                   0 			                13

Acquired technology
	(net of reserve for impairment of $2,664,000)				           18,000 			                  0

							$	           18,000 		$	                13

Liabilities and Stockholders' (Deficit)

Current liabilities:
	Accrued executive compensation			$	         936,000 		$	        360,000
	Loan from shareholder				           10,875 			            5,875
		Total current liabilities				         946,875 			        365,875


Stockholders' equity (deficit):
	Common stock, $0.001 par value, 50,000,000 shares
	authorized; 41,188,352 and 12,831,351 shares issued
	and outstanding at 12/31/01 and 12/31/00, respectively	                  41,188 			           12,831
	Additional paid-in capital				        7,849,292 			      1,806,236
	Accumulated (deficit)				      (8,819,355)			    (2,184,929)
								         (928,875)			       (365,862)

							$	             18,000 		$	                  13

</TABLE>






<TABLE>
<CAPTION>

Investment Technology, Inc.
(formerly Distance Learning Systems, Inc.)
Statements of Operations

											Year ending
											December 31,                                       December 31
											 	2001 		 	2000

Revenue					$          0 			                     $     0
<S>										      <C>		     <C>
Expenses:
	General administrative expenses								          5,013 			          2,480
	Reserve for loss on impairment of long-lived assets	           2,664,000 			                 0
	Consulting services								      655,893 			                 0
	Management services - related party								   2,603,520 			      641,600
	Officer enticements								      130,000 			                 0
	Officer compensation - related party							 	      576,000 		 	       360,000
		Total expenses							 	   6,634,426 		 	    1,004,080

(Loss) from continuing operations							 	  (6,634,426)		 	   (1,004,080)

	(Loss) on disposition, net of income taxes
	of $-0- and ($182,663), respectively								                0 			      (999,000)


Net (loss)							$	   (6,634,426)		$	   (2,003,080)

Weighted average number of
	common shares outstanding	  					   20,155,307 		 	    8,635,683
- basic and fully diluted
Net (loss) per share from continuing operations					$                 (0.33)		$	           (0.12)
Net (loss) per share from discontinued operations			                          0   		 	           (0.12)
Net (loss) per share - basic and fully diluted					 $ 	          (0.33)		 $ 	           (0.23)


</TABLE>






<TABLE>
<CAPTION>

Investment Technology, Inc.
(formerly Distance Learning Systems, Inc.)
Statements of Changes in Stockholders' Equity

																Total
											 Additional 		 Accumulated 		 Stockholders'
						 Common Stock 		 Paid-in 		 Earnings/ 		 Equity/
						 Shares 		 Amount 		 Capital 		 (Deficit) 		 (Deficit)
<S>					<C>		<C>			<C>		    <C>	 <C>
Balance, December 31, 1997		  5,674,333 		$	     5,674 		$	     132,303 		$	     781,941 		$   919,918

	Effect of 1-for-4 reverse stock
	in August 1999		 (4,255,732)			    (4,256)			        4,256 						                0

July 7, 1998
	Shares issued for services		     189,750 			       190 			        7,400 						          7,590

Net income for the year ended
	December 31, 1998		 		 	 		 	 		 	     102,416 		        102,416

Balance, December 31, 1998		  1,608,351 			     1,608 			     143,959 			     884,357 			    1,029,924

August 13, 1999
	Shares issued for services		  2,900,000 			     2,900 									          2,900

Net (loss) for the year ended
	December 31, 1999		 		 	 		 	 		 	 (1,066,206)		    (1,066,206)

Balance, December 31, 1999		  4,508,351 			     4,508 			     143,959 			    (181,849)			        (33,382)

May 12, 2000
	Shares issued		  4,995,000 			     4,995 			     994,005 						       999,000
for license agreement

May 15, 2000
	Shares issued	  3,208,000 			     3,208 			     638,392 						       641,600
for services - related party
September 15, 2000
	Shares issued pursuant to
	Regulation D, Rule 504 offering		     120,000 			       120 			       29,880 						         30,000

Net (loss) for the year ended
	December 31, 2000		 		 	 		 	 		 	 (2,003,080)		    (2,003,080)

Balance, December 31, 2000		 12,831,351 			   12,831 			  1,806,236 			 (2,184,929)			      (365,862)

January 12, 2001
	Shares issued		  1,000,000 			     1,000 			     129,000 						       130,000
as officer enticement


October 1, 2001
	Shares issued		  1,577,001 			     1,577 			     643,416 						       644,993
for consulting services

October 9, 2001
	Shares issued for		  7,680,000 			     7,680 			  2,595,840 						    2,603,520
management services related party

October 22, 2001
	Shares issued		 18,000,000 			   18,000 			  2,664,000 						    2,682,000
to acquire technology
November 29, 2001
	Shares issued		     100,000 			       100 			       10,800 						         10,900
for consulting services
Net (loss) for the year ended
	December 31, 2001		 		 	 		 	 (6,634,426)				 	   (6,634,426)

Balance, December 31, 2001		 41,188,352 		$	    41,188 		$	    7,849,292 		$	(8,819,355)		$    (928,875)

</TABLE>



<TABLE>
<CAPTION>
Investment Technology, Inc.
(formerly Distance Learning Systems, Inc.)
Statements of Cash Flow

									Year ending
									December 31,
									2001		2000
Cash flows from operating activities
<S>					   <C>			<C>
Net (loss)					$	   (6,634,426)		$	   (2,003,080)
Loss on disposition of assets						                0 			        999,000
Reserve for loss on impairment of long-lived assets						    2,664,000 		                          0
Shares issued for management services - related party					    2,603,520 			        641,600
Shares issued for consulting services						       655,893 			                 0
Shares issued for officer enticements						       130,000 			                 0
Adjustments to reconcile net (loss) to
	net cash (used) by operations
	Increase (decrease) in accounts payable						                0 			         (14,491)
	Change in net assets and liabilities
	of discontinued operations					                0			         (28,348)
	Increase in accrued officer compensation					 	       576,000 		 	         360,000
Net cash (used) by operating activities					 	         (5,013)		 	         (45,319)

Cash flows from investing activities
Net cash (used) by investing activities					 	                0 		 	                 0

Cash flows from financing activities
	Loans from shareholders						          5,000 			           5,875
	Issuance of common stock					 	                0 		 	          30,000
Net cash provided by financing activities					 	          5,000 		 	          35,875
Net increase (decrease) in cash						             (13)			          (9,444)
Cash - beginning					 	              13 		 	           9,457
Cash - ending					$	                0 		$	                13

Supplemental disclosures:
	Interest paid					$	                0 		$	                 0
	Income taxes paid					$	                0 		$	                 0
	Non-cash transactions:
		Shares issued for management services					    2,603,520 		$	        641,600
		- related party
Number of shares issued for		 	    7,680,000 		 	     3,208,000
management services - related party
Shares issued for consulting services					$	      655,893 		$	                 0

		Number of shares issued for					 	    1,577,001 		 	                 0
		consulting services
		Shares issued for officer enticements					$	      130,000 		$	                 0

		Number of shares issued for officer enticements	    	    1,000,000 		 	                 0
		Shares issued to acquire technology					$	    2,682,000 		$	                 0
		Number of shares issued to acquire technology	  		  18,000,000 		 	                 0


</TABLE>







The accompanying notes are an integral part of these financial
statements.




Note 1  Significant accounting policies and procedures

Organization
Investment Technology, Inc.  (Company) was originally incorporated as
Career Opportunities, Inc. in 1983 under the laws of the State of Oregon.
The Company changed its corporate name to Career Opportunities (Int'l),
Ltd. in May 1997.

On December 15, 1997, the Company merged with and into USFC, Inc.
(USFC) (a then dormant publicly-owned Washington corporation) with
the exchange of approximately 4,993,413 shares of USFC for 100% of
the issued and outstanding shares of the Company. For accounting
purposes, this transaction was treated as a reverse merger whereby the
Company was the acquiring entity for accounting purposes while USFC
was the acquiring company for legal purposes. The historical financial
statements of the Company became the restated historical financial
statements of the continuing entity.  Concurrent with the merger, the
resulting entity was reincorporated in the State of Oregon and changed
its corporate name to Distance Learning Systems, Inc. (DLS).

USFC, Inc. was originally incorporated in 1968 under the laws of the
State of Washington.  USFC successfully completed a public offering
pursuant to a registration exemption under Regulation A of the U. S.
Securities and Exchange Commission in January 1970.

On July 19, 1999, the Company changed its state of incorporation from
Oregon to Nevada by means of a merger with and into a Nevada
corporation formed on July 2, 1999 solely for the purpose of effecting the
reincorporation. The Certificate of Incorporation and Bylaws of the
Nevada corporation are the Certificate of Incorporation and Bylaws of the
surviving corporation.  Such Certificate of Incorporation changed the
Company's name to Investment Technology, Inc. (ITI) and modified the
Company's capital structure to allow for the issuance of 50,000,000
shares of common stock with a par value of $0.001 per share.

For the period from 1983 through June 30, 1999, the Company was in
the business of providing educational research and analysis services to
write and publish specialized study guides for adult learners; specifically
tutorial assistance to nurses and other related persons who aspire to
higher education credentials and who can qualify for and pass
examinations administered from the Regents College program located in
the State of New York.

In June 1999, DLS transferred 100% of its assets to a group of then-
controlling shareholders in exchange for the assumption of all
outstanding and contingent liabilities.  As of June 30, 1999, the Company
had no assets, liabilities or operations.

During December 1999, the Company attempted to acquire an entity
engaged in providing Internet site hosting and development services.
This attempted acquisition was not successful and all efforts towards this
acquisition were abandoned  as of  December  31,  1999.  There were no
significant revenues or expenses related to this endeavor.

With the disposition of all operations, the Company became fully
dependent upon the support of its controlling shareholders for the
maintenance of its corporate status and to provide all working capital
support for the Company's behalf.  The controlling shareholders intend to
continue the funding of necessary expenses to sustain the corporate
entity.

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.

Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.  For the
purpose of the statements of cash flows, all highly liquid investments with
an original maturity of three months or less are considered to be cash
equivalents.

Revenue recognition
The Company recognizes revenue on an accrual basis as it invoices for
services.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-
Up Activities," which provides guidance on the financial reporting of start-
up costs and organizational costs, requires most costs of start-up
activities and organizational costs to be expensed as incurred.  SOP 98-
5 is effective for fiscal years beginning after December 15, 1998.  With
the adoption of SOP 98-5, there has been little or no effect on the
Company's financial statements.

Loss per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share".
Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares
outstanding during the period.  The Company had no dilutive common
stock equivalents, such as stock options or warrants as of December 31,
2001.

Advertising Costs
The Company expenses all costs of advertising as incurred.  There were
no advertising costs included in selling, general and administrative
expenses for the period ended December 31, 2001.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
December 31, 2001.  The respective carrying value of certain on-
balance-sheet financial instruments approximated their fair values.
These financial instruments include cash and accounts payable. Fair
values were assumed to approximate carrying values for cash and
payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.

Impairment of long lived assets
Long lived assets held and used by the Company are reviewed for
possible impairment whenever events or circumstances indicate the
carrying amount of an asset may not be recoverable or is impaired.

Subsequent to the year ended December 31, 2000, the Company
abandoned its licensing agreement with Pharmedical valued at $999,000
(see Note 6 below).  As of December 31, 2000, the amount was written
off as "Loss on Disposition of Assets".

On September 5, 2001, the Company acquired online gaming technology
(see Note 5 below).  In accordance with FAS 121, the Company has
assessed its risk of impairment and has adjusted the value of the
technology accordingly.  The acquisition of the technology was valued at
$2,682,000, which is the fair market value of the 18,000,000 shares of
stock on the date of issuance.  As of December 31, 2001, management
determined that the technology does not support the valuation, and has
recorded a "Reserve for Loss on Impairment of Long-lived Assets" of
$2,664,000, with a resulting asset value of $18,000 (the par value of the
underlying shares).

Stock-Based Compensation:
The Company accounts for stock-based awards to employees in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations
and has adopted the disclosure-only alternative of FAS No. 123,
"Accounting for Stock-Based Compensation." Options granted to
consultants, independent representatives and other non-employees are
accounted for using the fair value method as prescribed by FAS No. 123.

Segment reporting
The Company follows Statement of Financial Accounting Standards No.
130, "Disclosures About Segments of an Enterprise and Related
Information". The Company operates as a single segment and will
evaluate additional segment disclosure requirements as it expands its
operations.

Dividends
The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since inception.

Income taxes
The Company follows Statement of Financial Accounting Standard No.
109, "Accounting for Income Taxes" ("SFAS No. 109") for recording the
provision for income taxes.  Deferred tax assets and liabilities are
computed based upon the difference between the financial statement
and income tax basis of assets and liabilities using the enacted marginal
tax rate applicable when the related asset or liability is expected to be
realized or settled.  Deferred income tax expenses or benefits are based
on the changes in the asset or liability each period.  If available evidence
suggests that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is required
to reduce the deferred tax assets to the amount that is more likely than
not to be realized.  Future changes in such valuation allowance are
included in the provision for deferred income taxes in the period of
change.

Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and tax
purposes in different periods.  Deferred taxes are classified as current or
non-current, depending on the classification of assets and liabilities to
which they relate.  Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences are
expected to reverse.

Recent pronouncements
In June 2001, SFAS No. 141, "Business Combinations," and SFAS No.
142, "Goodwill and Other Intangible Assets," were issued.  SFAS No.
141 requires that all business combinations initiated after June 30, 2001
be accounted for using the purchase method of accounting, and that
identifiable intangible assets acquired in a business combination be
recognized as an asset apart from goodwill, if they meet certain criteria.
The impact of the adoption of SFAS No. 141 on our reported operating
results, financial position and existing financial statement disclosure is
not expected to be material.

SFAS No. 142 applies to all goodwill and identified intangible assets
acquired in a business combination.  Under the new standard, all
goodwill and indefinite-lived intangible assets, including that acquired
before initial application of the standard, will not be amortized but will be
tested for impairment at least annually.  The new standard is effective for
fiscal years beginning after December 15, 2001.  Adoption of SFAS No.
142 effective January 1, 2002, will result in the elimination of
approximately $82,000 of annual amortization.  The Company does not
expect to recognize any impaired goodwill as of January 1, 2002.

In July 2001, SFAS No. 143, "Accounting for Asset Retirement
Obligations," was issued which requires the recognition of a liability for
an asset retirement obligation in the period in which it is incurred.  When
the liability is initially recorded, the carrying amount of the related long-
lived asset is correspondingly increased.  Over time, the liability is
accreted to its present value and the related capitalized charge is
depreciated over the useful life of the asset. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002.  The impact of the
adoption of SFAS No. 143 on the Company's reported operating results,
financial position and existing financial statement disclosure is not
expected to be material.

In August 2001, SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," was issued.  This statement addresses
the financial accounting and reporting for the impairment or disposal of
long-lived assets and broadens the definition of what constitutes a
discontinued operation and how results of a discontinued operation are
to be measured and presented.  The provisions of SFAS No. 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001.  The impact of the adoption of SFAS No. 144 on our
reported operating results, financial position and existing financial
statement disclosure is not expected to be material.
Note 2  Income taxes

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes"  ("SFAS
No. 109"), which requires use of the liability method.   SFAS No.  109
provides that deferred tax assets and liabilities are recorded based on
the differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes, referred to as
temporary differences.  Deferred tax assets and liabilities at the end of
each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by
applying the statutory federal income tax rate to income before provision
for income taxes.  The sources and tax effects of the differences are as
follows:

  U.S federal statutory rate      (34.0%)
  			  Valuation reserve                    34.0%

  Total                                            -%

As of December 31, 2001, the Company has a net operating loss
carryforward of approximately $6,340,000 for tax purposes, which will be
available to offset future taxable income.  If not used, this carryforward
will expire 2019 through 2021. The deferred tax asset relating to the
operating loss carryforward has been fully reserved at December 31,
2001.

Note 3  Stockholder's equity

The Company is authorized to issue 50,000,000 shares of its $0.001 par
value common stock.

On July 7, 1998, the Company issued approximately 189,750 shares of
its $0.001 par value common stock to various individuals for services
rendered in conjunction with the reverse merger combination of Career
Opportunities   (Int'l), Ltd. and USFC, Inc.  This transaction was valued at
approximately  $7,590, which approximated the fair value of the
Company's stock issued and the fair value of the services rendered.

On August 13, 1999, the Company issued approximately 2,900,000
shares of its $0.001 par value common stock to various individuals
involved in providing consulting services related to the July 1999 change
in control of the Company and a proposed merger transaction.  This
transaction was valued at approximately $2,900, which approximated the
fair value of the Company's stock issued and the fair value of the
services rendered.

On May 12, 2000, the Company issued a total of 4,995,000 shares of its
$0.001 par value common stock for the exclusive license agreement
previously discussed.

In May 2000, the Company issued a total of 3,208,000 shares of its
$0.001 par value common stock to individuals for various financial and
business consulting services.  These transactions were valued at
$641,600, which approximates the "fair value" of the shares issued
based on the closing market price on the respective date of each
transaction.

In May and September 2000, the Company sold a total of 120,000
shares of its $0.001 par value common stock for gross proceeds of
$30,000.  The offering was issued under a private placement letter
utilizing the exemption from registration provisions of Rule 504,
Regulation D of the Securities and Exchange Commission Act of 1933.

On January 12, 2001, the Company issued 1,000,000 shares of its
$0.001 par value common stock to its president as enticement for
management services.  The transaction was valued at $130,000, which
approximates the "fair value" of the shares issued based on the closing
market price on the date of the transaction.

During February 2001, the Company issued 1,577,001 shares of its
$0.001 par value common stock to individuals related to the Company for
various financial and business consulting services.  These transactions
were valued at $1,053,993, which approximates the "fair value" of the
shares issued based on the closing market price on the date of the
transaction.

On October 9, 2001, the Company issued 7,680,000 shares of its $0.001
par value common stock to individuals related to the Company for
management services.  These transactions were valued at $2,603,520,
which approximates the "fair value" of the shares issued based on the
closing market price on the date of the transaction.

On October 22, 2001, the Company issued 18,000,000 shares of its
$0.001 par value common stock to I.G.T. Corporation, SA pursuant to
the Technology Purchase Agreement discussed in Note 5 below.  The
Acquired Technology is valued at $2,682,000, which approximates the
"fair value" of the shares issued based on the closing market price on the
date of the transaction.  On December 31, 2001, the Company recorded
a "Reserve for Loss on Impairment of Long-lived Assets" in the amount
of $2,664,000, for a net asset value of $18,000 (the par value of the
underlying shares).

On November 29, 2001, the Company issued 100,000 shares of its
$0.001 par value common stock to an unrelated individual for consulting
services.  The transaction was valued at $10,900, which approximates
the "fair value" of the shares issued based on the closing market price on
the date of the transaction.

There have been no other issuances of common stock.

Note 4  Going concern

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern which contemplates
the recoverability of assets and the satisfaction of liabilities in the normal
course of business. As noted above, the Company is in the development
stage and, accordingly, has not yet generated revenues from operations.
Since its inception, the Company has been engaged substantially in
financing activities and developing its product line, incurring substantial
costs and expenses. As a result, the Company incurred net losses of
$6,634,426 during the year ended December 31, 2001, and $2,003,080
during the year ended December 31, 2000. In addition, the Company's
development activities since inception have been financially sustained by
debt and capital contributions from its affiliates and others.

The ability of the Company to continue as a going concern is dependent
upon its ability to raise additional capital from the sale of common stock
and, ultimately, the achievement of significant operating revenues. The
accompanying financial statements do not include any adjustments that
might be required should the Company be unable to recover the value of
its assets or satisfy its liabilities.

Note 5  Acquired technology and impairment loss

On September 5, 2001, the Company entered into a Technology
Purchase Agreement (the "Agreement") with I.G.T. Corporation, SA
("IGT"), an unrelated Costa Rica corporation, whereby the Company
agreed to exchange 18,000,000 restricted shares of its $0.001 par value
common stock for online gaming technology developed by IGT and
operated by a third party.

As of December 31, 2001, the Company did not conduct operations
utilizing the technology, and consequently had no financial results for the
year ending December 31, 2001.

In accordance with FAS 121, the Company has assessed its risk of
impairment and has adjusted the value of the technology accordingly.
The acquisition of the technology was valued at $2,682,000, which is the
fair market value of the 18,000,000 shares of stock on the date of
issuance.  As of December 31, 2001, management determined that the
technology does not support the valuation, and has recorded a "Reserve
for Loss on Impairment of Long-lived Assets" of $2,664,000, with a
resulting asset value of $18,000 (the par value of the underlying shares).


Note 6  Licensing agreement

During the first quarter of 2000, the Company entered into negotiations
with Pharmedical Corporation, a privately- owned Nevada corporation for
either the purchase of Pharmedical by the Company or a merger of the
two companies. Pharmedical is involved in the business of
manufacturing and distribution of over-the-counter health, beauty and
wellness products for the consumer market.

During the second quarter of 2000, both parties determined that it would
be more advantageous to all  concerned  that the Company hold an
exclusive  license to market,  distribute  and  otherwise  promote  the
product  line of  Pharmedical. Accordingly on May 12, 2000, both parties
executed an exclusive marketing and distribution agreement for a period
of 50 years. In exchange for this exclusive license agreement, the
Company issued 4,995,000 shares of its restricted, unregistered
common stock.  This transaction was valued at approximately $999,000,
which approximates the "fair value" of the shares issued based on the
discounted closing market price on May 12, 2000.

As of December 31, 2000, the Company had not pursued or transacted
any business under the exclusive license agreement.  During the year
ended December 31, 2001, management of the Company abandoned
any and all intent to transact business under the agreement.  The fair
market value of the transaction booked at $999,000 has been written off
as "Disposition of Assets".

Note 7  Commitments

On January 1, 2001, the Company entered into a consulting agreement
with Orla K. Lucas, a shareholder of the Company, to retain Mr. Lucas
for a period of ten years commencing February 12, 2000, and renewable
each year based on performance.  As consideration for the agreement,
the Company agreed to pay Mr. Lucas an amount of no less than
$12,000 per month.  Should the Company fail to pay Mr. Lucas, the
Company has the option to convert the balance due to shares of the
Company's $0.001 par value common stock at the rate of $0.10 per
share.  $144,000 has been accrued and expensed as executive
compensation for the year ended December 31, 2001.

On February 12, 2000, the Company entered into a consulting
agreement with Stephan G. Herold to retain Mr. Herold for a period of ten
years commencing February 12, 2000, and renewable each year based
on performance.  As consideration for the agreement, the Company
agreed to pay Mr. Herold an amount of no less than $12, 000 per month.
Should the Company fail to pay Mr. Herold, the Company has the option
to convert the balance due to shares of the Company's $0.001 par value
common stock at the rate of $0.10 per share.  $144,000 has been
accrued and expensed as executive compensation for the year ended
December 31, 2001.

On February 12, 2000, the Company entered into a consulting
agreement with Thomas D. Vidmar to retain Mr. Vidmar for a period of
ten years commencing February 12, 2000, and renewable each year
based on performance.  As consideration for the agreement, the
Company agreed to pay Mr. Vidmar an amount of no less than $12, 000
per month.  Should the Company fail to pay Mr. Vidmar, the Company
has the option to convert the balance due to shares of the Company's
$0.001 par value common stock at the rate of $0.10 per share.  $144,000
has been accrued and expensed as executive compensation for the year
ended December 31, 2001.

On February 12, 2000, the Company entered into a consulting
agreement with Walter H. Crutchfield to retain Mr. Crutchfield for a period
of ten years commencing February 12, 2000, and renewable each year
based on performance.  As consideration for the agreement, the
Company agreed to pay Mr. Crutchfield an amount of no less than
$12,000 per month.  Should the Company fail to pay Mr. Crutchfield, the
Company has the option to convert the balance due to shares of the
Company's $0.001 par value common stock at the rate of $0.10 per
share.  $144,000 has been accrued and expensed as executive
compensation for the year ended December 31, 2001.

Note 8  Related party transactions

The Company has entered into consulting agreements (see Note 7
above) and subsequently issued shares of its $0.001 par value common
stock to certain individuals who may be deemed as related parties to the
Company.

During January 2001, the Company's board of directors authorized the
issuance of 1,000,000 shares of its $0.001 par value common stock as
executive enticement to Mr. Lucas as newly-appointed president of the
Company.  The shares were issued to Mr. Lucas on January 12, 2001.

Office space and services are provided without charge by a director and
shareholder.  Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein.

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

Note 9  Warrants and options

There are no warrants or options outstanding to acquire any additional
shares of common stock.

Note 10  Contingencies

The Company has been notified by the Securities and Exchange
Commission of an unasserted possible claim or assessment that is
probable of assertion in various matters relative to the issuance of
18,000,000 shares of common stock pursuant to the Technology
Acquisition Agreement with I.G.T. Corporation, SA, as a result of the
Company's failure to file a statement registering the shares as "free-
trading" with the Securities and Exchange Commission.  The amount of
claim or assessment is not determinable, and the Company's
management believes the issue can be resolved in a manor favorable to
the Company.

The Company has been notified by the Securities and Exchange
Commission of an unasserted possible claim or assessment that is
probable of assertion in various matters relative to the issuance of
20,000,000 shares of common stock to various individuals and entities
as a result of the Company's failure to properly file a statement
registering the shares as "free-trading" with the Securities and Exchange
Commission.  The amount of claim or assessment is not determinable,
and the Company's management believes the issue can be resolved in a
manor favorable to the Company.

Note 11  Subsequent events

On January 17, 2002, the Company's board of directors approved a
resolution to issue the law firm Rosenfeld, Goldman & Ware, Inc.
3,500,000 shares of its $0.001 par value common stock at $0.05 per
share for legal services valued at $154,000 pursuant to an Engagement
Letter for Professional Services.

On March 7, 2002, the Company's board of directors approved a
resolution to issue the law firm Rosenfeld, Goldman & Ware, Inc.
4,000,000 shares of its $0.001 par value common stock at $0.02 per
share for legal services valued at $80,000 pursuant to an Engagement
Letter for Professional Services.

On March 19, 2002, the Company's board of directors approved a
resolution to amend the Articles of Incorporation increasing the number
of authorized shares from 50,000,000 shares to 100,000,000 shares.

On March 25, 2002, the Company's board of directors approved a
resolution to issue 1,350,000 shares of its $0.001 par value common
stock to its executives in full satisfaction of $936,000 in accrued
executive compensation payable as of December 31, 2002 and for the
cancellation of the Employment Agreements discussed in Note 7 above.






SIGNATURES





Pursuant to the requirements of Section 13 and 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Investment Technology, Inc.

/s/ Thomas D. Vidmar, Chief Executive Officer
____________________________________________
	Thomas D. Vidmar, CEO.




2

36