U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB
                                   -----------


               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2003
                   -------------------------------------------

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 000-29138
                        ---------------------------------

                          INTELLECTUAL TECHNOLOGY, INC.
                          -----------------------------
           (Name of Small Business Issuer as specified in its charter)

           Delaware                                           84-1130227
           --------                                           ----------
(State or Other Jurisdiction of                       (I.R.S. Employer I.D. No.)
 Incorporation or Organization)


                      1040 Joshua Way, Vista, CA 92081-7807
                      -------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (760) 599-8080
                                 --------------
               Registrant's Telephone Number, Including Area Code

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $.00001 par value

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

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

The  Registrant's  revenues  for the fiscal  year ended  December  31, 2003 were
$6,620,733.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of March 19, 2004 was $476,000.  For purposes of this computation,
it has been assumed that the shares  beneficially held by directors and officers
of Registrant were "held by affiliates;"  this assumption is not to be deemed to
be an admission by such persons that they are affiliates of Registrant.

As of March 19, 2004, the Registrant had outstanding  9,842,680 shares of Common
Stock.

Documents  incorporated by reference:  Specified  exhibits listed in Part III of
this report are  incorporated  by  reference  to the  Registrant's  Registration
Statement No. 33-33092-D, effective April 17, 1990, or to Registrant's Report on
Form 8-K dated March 27, 1997.

Transitional Small Business Disclosure Format:   Yes       No  X
                                                    -----    -----



<PAGE>





                                TABLE OF CONTENTS
                                -----------------


                                                                           Page
                                                                           ----

PART I.......................................................................1
     ITEM 1.   DESCRIPTION OF BUSINESS.......................................1
     ITEM 2.   PROPERTIES....................................................4
     ITEM 3.   LEGAL PROCEEDINGS.............................................4
     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........4

PART II......................................................................5
     ITEM 5.   MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
               STOCKHOLDER MATTERS...........................................5
     ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS...........................5
     ITEM 7.   FINANCIAL STATEMENTS..........................................7
     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE...........................8
     ITEM 8A.  CONTROLS AND PROCEDURES.......................................8

PART III.....................................................................9
     ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
               PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....9
     ITEM 10.  EXECUTIVE COMPENSATION.......................................10
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT...................................................12
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............13
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.............................13
     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................15

INDEX TO FINANCIAL STATEMENTS...............................................16

SIGNATURES..................................................................17

























                                       (i)
<PAGE>






                                     PART I
                                     ------

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------

Historical Development.
-----------------------

     Image Technology, Inc., a Nevada corporation based in San Diego, California
("ITI Nevada") was formed on April 23, 1992 to engage in the design, manufacture
and sale of  systems  for the  automated  preparation  and  dispensing  of motor
vehicle  registration  forms and license  plate decals.  On March 12, 1997,  the
shareholders  of  ITI  Nevada,  in a  transaction  accounted  for  as a  reverse
acquisition,  exchanged  all of the  outstanding  common stock of ITI Nevada for
450,000,000  shares  of the  common  stock  of  Bridgestone  Corp.,  a  Delaware
corporation.  As a result of this transaction,  ITI Nevada shareholders acquired
collectively a 90% interest in Bridgestone Corp., and ITI Nevada became a wholly
owned subsidiary of Bridgestone  Corp.  Bridgestone  Corp.,  which was formed on
December  1,  1989,  for the  purpose of seeking  out and  acquiring  a business
opportunity,  had  completed a public  offering of common  stock and warrants in
1990.  In  April  1997,  Bridgestone  Corp.  changed  its  name to  Intellectual
Technology, Inc. and effected a 1 for 50 reverse stock split. References in this
report to the  Company and to ITI are  references  to  Intellectual  Technology,
Inc., a Delaware  corporation,  and its predecessor and wholly owned subsidiary,
ITI Nevada, on a consolidated basis.

Industry and Company Background
-------------------------------

     Vehicle  registration  services  are  operated by all 50 U.S.  states,  the
District of Columbia and many  foreign  jurisdictions.  Governments  use vehicle
registration as a means of collecting  revenues and to provide an orderly method
of regulating  the ownership and transfer of motor  vehicles.  Management of the
Company recognizes that traditional  methods of motor vehicle  registration have
resulted in delays experienced by members of the public,  significant  personnel
and  facility  costs,  the  waste  of  preprinted   materials  and  a  generally
inefficient  disbursement  process,  as well as significant losses occasioned by
fraud and theft.  Based upon  discussions  with law enforcement  officials,  ITI
believes  that losses  attributable  to these  problems  are in the  millions of
dollars.

     As early as 1987, ITI's founders  envisioned  streamlining the distribution
of  motor  vehicle  registrations  through  the  development  of  an  automated,
self-service  registration  printing and  dispensing  device.  From 1987 through
1991, the founders of ITI engaged in market research and product development. In
1992,  ITI was formed to continue  this process and  commercialize  the concepts
that had been developed.

The ITI Printing System and Related Print Media
-----------------------------------------------

     The ITI  printing  system  allows for the real time,  on-site  creation  of
vehicle  registration  forms and license  decals on blank stock,  including  the
imprinting of the vehicle  license plate number on the decal.  Materials used in
the  preparation  of vehicle  registration  or other  forms are  referred  to as
"media" (blank roll or sheet paper,  decal and printer  ribbon).  This on-demand
printing  capability  allows the Department of Motor Vehicles  ("DMV") to reduce
fraud and theft, increase revenue collection,  and reduce personnel,  inventory,
and  facility  costs as a result of  increased  efficiencies.  The ITI  printing
system is designed to operate both from  stand-alone  units in a printer  server
environment within a DMV office and from self-service terminals (SST's) that can
be placed in  locations  remote  from DMV  offices.  One of the ITI  stand-alone
printers was patented September 20, 1994. The self-service terminal was patented
on November 13, 1990. The Company purchased both of these patents on October 31,
1995.

     The Company  believes  that the ITI printing  system  resolves the problems
described  above in  "Industry  and  Company  Background,"  in that it  prints a
vehicle  registration with an applied decal on blank stock,  thereby eliminating
inventory and inventory management, as well as the need to dispose of preprinted
stock at year-end.  Additionally,  it satisfies  the security  demands of DMV in
that it applies the vehicle license plate number to the decal, causing the decal
to become  significantly  less valuable to thieves.  The ITI printing  system is
equipped with software that accounts for all  transactions  effected through the
printer,  significantly  reducing the likelihood of DMV employee fraud or theft.
Finally, when combined with automated teller technology,  the ITI printer system
is capable of acting as a self-service terminal for motor vehicle registrations,
which can be established either in DMV offices or in remote locations,  reducing
personnel and  facilities'  costs.  None of the  Company's  products or services



                                        1
<PAGE>






requires  government  approval.  The  Company  is not aware of any  existing  or
probable government regulations that would affect its business.

Other Printing Products and Technologies
----------------------------------------

     For some of the  Company's  contracts,  the Company  purchased  stand-alone
printers  from the  manufacturer.  The Company does not own the patents on these
printers.  ITI  furnishes  blank paper stock with a blank decal  affixed for the
printing process.

     Whether the ITI printing  system or other  printing  technology is employed
depends  upon  the  size of  registration,  the  number  of  decals  issued  per
transaction,  the  desired  speed of  printing,  and other  variables.  ITI also
provides the software to integrate the printing system with the State's computer
system.

Marketing and Sales
-------------------

     The primary market for the Company's printing systems and services consists
of the DMV in each of the 50 U.S. states, the District of Columbia and Canada.

     The Company  believes that its experience  working with State Motor Vehicle
administrators  and the limited  number of competitors in this market permit the
Company to approach the vehicle registration and renewal market with significant
efficiencies.  Consequently,  the Company  markets  its  products  and  services
through its in-house marketing and sales staff.

     The Company  solicits  interest in its products  primarily  through  direct
contact with DMV officials.

Contracts
---------

     In  August  1996,  ITI  entered  into  an  Equipment  Lease,   Support  and
Maintenance  Agreement (the "Indiana Contract") with the Indiana Bureau of Motor
Vehicles  Commission (the "BMVC") to implement ITI's printing system solution in
Indiana. This contract expires October 31, 2004.

     In the fourth quarter of 1998, ITI entered into a five-year  Agreement with
the State of South Dakota to implement ITI's printing system.  On April 1, 1999,
ITI supplied the equipment and media to process 100% of the annual registrations
in South Dakota. This contract expires on March 31, 2004.

     Effective  January 1, 2001, the ITI entered into a Subcontractor  Agreement
with a contractor  for the State of Louisiana  Department  of Public  Safety and
Corrections  Office of Motor Vehicles.  In June 2001, ITI supplied the equipment
and media to begin production of 100% of the mail-in vehicle  registrations  and
in September 2001, branch installation began. In 2002, the installation of ITI's
equipment statewide was completed.  ITI expects this subcontractor  agreement to
be in effect at least through December 2004.

     In April 2002,  ITI signed a contract  with the State of Ohio to supply the
equipment  and  media  to  begin  production  of  100%  of the  mail-in  vehicle
registrations.  This  contract  expires June 30, 2004,  but is subject to annual
renewal by the State at the end of each contract year.

     In March 2002, ITI signed a contract, effective through June 30, 2007, with
the State of New  Hampshire to produce  "Safe Boating  Certificate  Cards".  The
State  reserves  the right to  terminate  the  contract for any reason by giving
thirty days written notice.

     In September  2003,  the ITI signed a contract  with the State of Nevada to
supply  the  equipment  and  media to begin  production  of 100% of the  mail-in
vehicle  registrations  and branch decals.  This contract expires  September 30,
2008.  The State  reserves the right to terminate the contract for any reason by
giving sixty days written notice.





                                        2
<PAGE>






     For the year ended  December 31,  2003,  96% of ITI's total  revenues  were
derived from the above contracts and agreements.  The failure to renew contracts
with certain states would adversely affect the financial position of ITI.

     Historically, ITI has generated over 83% if its revenues in the first three
quarters of the calendar year due to the registration  renewal  schedules of the
various  states.  Due to this  seasonality of revenue,  ITI has in the past four
years incurred operating losses in the fourth quarter.

Manufacturing and Supply
------------------------

     The  Company  has  used  subcontractors  to  manufacture  and  supply  most
components and subassemblies of ITI's printing system.

Competition
-----------

     The Company has  identified  the  automation of vehicle  registrations  and
registration  decal  printing as its  primary  market.  Currently  there are few
competitors targeting this niche market.

     In addition  to motor  vehicle  registrations,  the  Company  believes  its
technology is suitable for other types of  government  issued  registrations  or
certificates.  An example of this is the New Hampshire contract mentioned above.
The  successful  fulfillment  of existing  government  contracts  and  resulting
customer  satisfaction  may allow the Company a  competitive  advantage in these
areas.

Research & Development
----------------------

     For the  years  ended  December  31,  2003  and  2002,  the  Company  spent
approximately  $235,000 and $199,000,  respectively  on research and development
activities. None of these costs were borne directly by customers.

Environmental Laws
------------------

     ITI cost of compliance with environmental laws (federal,  state,  local) is
estimated to be insignificant.

Employees
---------

     ITI  has  thirteen  full-time  employees  and  three  part-time  employees,
excluding  directors,   of  which  three  are  in  executive  or  administrative
positions,  four are in  engineering,  R&D or  information  technology,  two are
marketing personnel and seven are maintenance  personnel,  ITI also retains four
marketing consultants and three technical consultants. Some of ITI's maintenance
services are outsourced to other  individuals or companies.  No union  currently
represents any of the ITI's employees,  and ITI believes that its relations with
its employees are good.

Reports to Security Holders
---------------------------

     ITI will send an annual report  consisting  of this Form 10-KSB  containing
the annual audited  financial  statements  with the notice of annual meeting and
proxy statements.

     ITI is a "reporting  company" as defined by the Securities Act of 1933. ITI
files quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

     The public may read and copy any  materials  filed by ITI with the Security
and Exchange  Commission ("SEC") at the SEC's Public Reference Room at 450 Fifth
Street, N.W.,  Washington,  D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. ITI
electronically  files its reports  with the SEC.  The SEC  maintains an Internet
site  that  contains  reports,  proxy  and  information  statements,  and  other
information regarding issuers that file electronically with the SEC. The address
of that site is http://www.sec.gov. ITI's web site is http://www.iti4dmv.com.



                                        3
<PAGE>






ITEM 2.  PROPERTIES
-------------------

     ITI  occupies  5,948  square feet of office and light  industrial  space in
Vista, California for administrative,  customer support, engineering,  equipment
maintenance  and  research and  development  activities.  The monthly  rental is
$4,850, subject to cost of living adjustments and maintenance expenses,  through
February   2007.   ITI  also   leases   approximately   1,875   square  feet  of
office/warehouse  space in Carmel, Indiana for maintenance and customer support.
The monthly  rental is $1,233 per month through  October 2004. ITI believes that
these facilities are adequate to meet its anticipated  needs for the foreseeable
future. In the opinion of management, ITI's properties are adequately covered by
insurance.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     There are no legal proceedings currently pending.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the calendar year ended December 31, 2003.






































                                        4
<PAGE>






                                     PART II
                                     -------


ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

     The  principal  market  for  ITI's  common  stock is the  Over the  Counter
Bulletin Board. The following table sets forth, for the periods  indicated,  the
range of high and low bid quotations for the Company's  common stock as reported
by finance.yahoo.com.

          Quarter Ended               High Bid       Low Bid
          -------------               --------       -------
          March 31, 2002               $0.09          $0.08
          June 30, 2002                $0.19          $0.09
          September 30, 2002           $0.25          $0.09
          December 31, 2002            $0.09          $0.09
          March 31, 2003               $0.09          $0.09
          June 30, 2003                $0.17          $0.08
          September 30, 2003           $0.35          $0.17
          December 31, 2003            $0.40          $0.23
          March 31, 2004               $1.01          $0.27

     The quotations,  which appear above, reflect  inter-dealer prices,  without
retail mark-up, markdown, or commission, and reflect all stock splits.

     The  Company  has not  paid  any  dividends  on its  common  stock to date.
However, on March 15, 2004, the Company's Board of Directors declared a dividend
of $.02 per share  payable  on April 15,  2004 to  stockholders  of record as of
March 18, 2004. The declaration and payment of dividends in the future, of which
there can be no assurance, will be determined by the Board of Directors in light
of  conditions  then  existing,  including  the  Company's  earnings,  financial
condition, capital requirements, and other factors.

     As of April 5, 2004,  the  Company had  approximately  67  shareholders  of
record,  which does not include  shareholders whose shares are held in street or
nominee names.

Equity Compensation Plan Information
------------------------------------

     See  "Item  11,  Security   Ownership  of  Certain  Beneficial  Owners  and
Management and Related Stockholder Matters -Equity Compensation Plan," below.


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

     Certain  statements   contained  in  this  report,   including   statements
concerning  the  Company's  future cash and  financing  requirements,  and other
statements contained herein regarding matters that are not historical facts, are
forward  looking  statements;  actual results may differ  materially  from those
anticipated.  For ease in  presenting  the  financial  data,  figures  have been
rounded to the nearest thousand.

Plan of Operation
-----------------

     In 2004, ITI expects to continue to respond to "Requests For Proposal" from
various government  agencies.  ITI anticipates that the capital  requirements of
any new  contracts  and  existing  debt service will be funded from present cash
balances,  future cash flows from operations or, if necessary, by borrowing from
lenders, with which, ITI has existing or past relationships. ITI does not expect
any significant  capital  requirements from existing  contracts in 2004. ITI has
committed additional resources in 2004 to complete the design and manufacture of
prototypes of a next generation  stand-alone printer and self-service  terminal.
ITI  will  continue  to  engage  in  research  and   development  of  additional
applications  of its products in related areas and new product  development  and




                                        5
<PAGE>






the testing of present products for potential new customers. ITI does not expect
to purchase any other significant plant or equipment or make significant changes
in the number of employees.

Liquidity and Capital Resources
-------------------------------

     During the last two  fiscal  years,  the ITI has been able to utilize  cash
flows from  operations  to repay debt and fund all new  investment  in  contract
costs and equipment.

     On May 15,  2002 ITI  utilized  a  $400,000  line-of-credit  with a bank to
prepay  the  remaining  balance  of  contract  cost  financing  in the amount of
$379,000.  This line of credit was  converted to a 36-month  term loan. In 2003,
ITI prepaid the remaining $308,000 balance of this term loan.

     The Company has available a $400,000  line-of-credit with a bank secured by
accounts receivable, equipment and general intangibles.  However, as of December
31, 2003 and the date of this filing, there was no outstanding balance. The line
bears  interest at Prime plus 1.25% (with a minimum  interest rate of 5.25%) and
is subject to renewal in December 2004.

     The  following  is a summary of the  Company's  cash flows from  operating,
investing, and financing activities:

                                            Year Ended December 31,
                                        -------------------------------
                                             2003             2002
                                        --------------   --------------
     Operating Activities               $     643,000    $     908,000
     Investing Activities                    (150,000)        (274,000)
     Financing Activities                    (339,000)        (322,000)

     Net effect on cash                 $     154,000    $     312,000
                                        ==============   ==============

     Cash flows  provided  by  operations  decreased  from  $908,000  in 2002 to
$643,000 in 2003, a decrease of $265,000.  Although there was an increase in net
income before  depreciation  and other non-cash  charges or credits of $181,000,
$500,000  in cash  was  used  for a bid bond  deposit.  Cash  used in  investing
activities  decreased  from  $274,000  to  $150,000,  a  decrease  of  $124,000.
Investment in contract costs and equipment decreased from $239,000 to $92,000, a
decrease  of $147,000  due to the capital  requirements  of new  contracts.  ITI
invested  $33,000 in 2002 and  $58,000  in 2203  primarily  to upgrade  computer
equipment  and replace  maintenance  vehicles  ($38,000  in 2003).  Cash used in
financing  activities in 2003 was $339,000 and $322,000 in 2002 as ITI used cash
from  operations  to  continue  to pay  down  long-term  debt in  excess  of new
borrowings.

Results of Operations
---------------------

     For the year ended December 31, 2003 revenues  increased from $6,317,000 to
$6,621,000,  an increase of $304,000. This increase in revenue was primarily due
to: (1) the  installation  phase of the Ohio contract in 2002 versus a full year
of  operations  in  2003-$414,000;   (2)  Additional  revenue  from  the  Nevada
contract-$107,000;  and (3)  reduced  by  lower  revenue  from  sale of  printer
equipment-$238,000.

     Gross  profit  increased  from  $2,327,000  (36.8% of sales) to  $2,857,000
(43.2% of revenue),  an increase of  $530,000.  The increase in the gross profit
percentage was due to lower  maintenance costs (17% of revenue in 2003 vs. 19.3%
in 2002),  lower  depreciation  (7.9% in 2003 vs.  9.7% in 2002) and lower media
costs  (30.2% in 2003 vs.  32.1% in 2002).  The Company  expects that 2004 gross
profit margins may decline due to higher anticipated media costs. Overall future
gross  margins are  dependent on the timing and  magnitude of new  contracts and
ITI's ability to control media and maintenance costs for existing contracts.  In
addition,  ITI may have to write off the remaining inventory  maintained for any
of the States that do not renew their contracts.

     Operating  expenses  increased 10% from $1,695,000 in 2002 to $1,858,000 in
2003,  an increase of $163,000.  Selling,  general and  administrative  expenses
increased from $1,444,000 to $1,588,000, an increase of $144,000 or 10%. This is
primarily  due to:  (1)  Increase  in  payroll  of  $100,000  due the  hiring of



                                        6
<PAGE>






additional  personnel and higher health insurance costs; (2) Consulting services
($57,000);  and (3)  Increased  marketing  expenses  for product  demonstration,
attending industry conferences and meeting with state  officials-$34,000.  Other
selling,  general and administrative expenses declined by $47,000.  Research and
development increased from $199,000 (3.2% of sales) in 2002 to $235,000 (3.5% of
sales), an increase of $36,000.  The Company committed  additional  resources in
2002  and  2003  to a  next  generation  stand-alone  printer  and  self-service
terminal.  The Company will  continue to engage in research and  development  of
additional  applications  of its  products  in  related  areas  and new  product
development  and is expected to at least  double its  research  and  development
expenses in 2004.

     The Company maintains on average,  at least a three months' supply of media
for each  contract.  The  failure  of a State to extend a  contract  or an early
contract  termination  could result in the  write-down of inventory left over at
the end of the  contract  period or the  write-off of the book value of contract
costs and equipment. The Company has no knowledge at this time that these events
will occur. If these events do occur,  the Company  believes that the transition
period of replacing  contractors  will allow  reduction of these  losses.  As of
December 31, 2003, the carrying cost of inventory for contracts expiring in 2004
that may not be extended is $873,000.  Since contract costs are depreciated over
the  contract  lives,  including  only known  extensions,  failure of a state to
extend a contract would not result in the premature  write off the book value of
the contract cost.

Effect of Inflation and Foreign Currency Exchange
-------------------------------------------------

     The Company has not experienced material unfavorable effects on its results
of  operations  as  a  result  of  foreign  currency  fluctuations  or  domestic
inflation.

Critical Accounting Policies
----------------------------

     Financial  Reporting  Release No. 60, which was recently issued by the SEC,
requests  companies to include a discussion of critical  accounting  policies or
methods used in the preparation of financial statements.  The SEC indicated that
a critical  accounting  policy is one that is both important to the portrayal of
the Company's  financial  condition and results and requires  management's  most
difficult,  subjective  or complex  judgments,  often as a result of the need to
make estimates  about the effect of matters that are inherently  uncertain.  Our
significant  accounting  policies  are  described  in Note 1 to the Notes to the
Financial  Statements  included in this Form  10-KSB.  Although not all of these
significant accounting policies require management to make difficult, subjective
or complex  judgments or estimates,  we have  identified  the policies  below as
critical  to  our  business  operations  and  understanding  of our  results  of
operations.  Note that the preparation of our 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.  There can be no assurance that actual results will
not differ from those estimates.

Property, Equipment and Depreciation
------------------------------------

     Contract  costs  and  equipment  have been  capitalized,  and  include  the
manufactured cost of the printers and other support equipment,  SST's, operating
software,  installation,  freight,  contract  startup  costs,  and  other  costs
incidental to making the equipment operational.

     All costs are  recovered  in the ratio  that  transactions  to date bear to
total estimated  transactions  over the contract terms including  renewals.  The
amount of cost  recovery  (depreciation)  charged to  operations  in the current
period is based on management's estimates of future transactions.


ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

     The financial  statements  required by this Item are set forth at the pages
indicated in Item 13(a) and are incorporated herein by reference.





                                        7
<PAGE>






ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

     The Company's principal  independent  auditors did not resign or decline to
stand for  reelection,  nor were they  dismissed  during the  Company's two most
recent fiscal years.


ITEM 8A.  CONTROLS AND PROCEDURES
---------------------------------

     Based on his  evaluation  as of a date within 90 days of the filing date of
this  Annual  Report on Form  10-KSB,  the  principal  financial  officer of the
Company has concluded that the Company's  disclosure controls and procedures (as
defined in Rules  13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of
1934) are effective to ensure that the  information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in SEC rules and forms.

     There have been no significant  changes in the Company's  internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their most recent evaluation.







































                                        8
<PAGE>






                                    PART III
                                    --------


ITEM 9.  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
--------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------

Identification of Directors, Executive Officers, and Significant Employees
--------------------------------------------------------------------------

     The directors and executive officers of the Company,  their ages, and their
positions held in the Company are as follows:

Name                   Age   Position
----                   ---   --------
Walter G. Fuller       62    Director, Chairman of the Board, Chief Executive
                             Officer
Nicholas Litchin       75    Director
Bradford A. Morrow     48    Director
Christopher M. Welch   34    Director
Craig Litchin          48    President, Chief Operating Officer, Treasurer,
                             Principal Financial Officer, Principal Accounting
                             Officer
George McGill          68    Vice President & Secretary
Keith Winn             43    Chief Technology Officer

Family Relationships
--------------------

     Craig  Litchin is the son of  Nicholas  Litchin.  Walter G. Fuller was once
married to the maternal aunt of Christopher M. Welch.  There are no other family
relationships between any directors or executive officers.

Business Experience
-------------------

     The following is a brief account of the business experience during at least
the past five years of each director and executive officer, including his or her
principal  occupation  and  employment  during  that  period,  and the  name and
principal  business of the  organization in which such occupation and employment
were carried out.

     Nicholas Litchin is a director of the Company. He was Chairman of the Board
     ----------------
of Directors  from July 1998 to April 1999.  He was Vice Chairman from March 12,
1997 to June 1998, and has been a director of the Company since the formation of
Image Technology,  Inc., a Nevada corporation and wholly owned subsidiary of the
Company,  ("Image  Technology")  in April 1992.  Mr.  Litchin has been a retired
investor since 1991.

     Walter G. Fuller has been a Director  of the  Company and Image  Technology
     ----------------
since  March  12,  1997  and  the   formation  of  Image   Technology  in  1992,
respectively. He was appointed Chairman of the Board and Chief Executive Officer
of the Company in August of 2001. He is the President of M&S Steel Co., Inc., an
Indiana  corporation  that is a supplier of structural steel to the construction
industry since 1971.

     Christopher M. Welch was elected  Director of the Company in February 1999.
     --------------------
Mr. Welch was an agent with New York Life from 1995-2000.  He attended  graduate
school  during 2001. He is now employed as a staff  accountant  with Sound Image
Inc., a private company in Escondido, CA.

     Bradford A. Morrow was elected  Director in December  2000. He has been the
     ------------------
Managing  Director of Paradigm Capital LLC since the Fall of 1997  ("Paradigm").
Paradigm  is  involved  in private  placements,  mergers  and  acquisitions  and
providing  consulting  services to emerging  companies,  primarily  software and
satellite based technologies.

     Craig  Litchin has been  President,  Chief  Operating  Officer,  Treasurer,
     --------------
Principal  Financial  Officer and  Principal  Accounting  Officer of the Company
since  November 30, 2000.  Mr.  Litchin  joined the Company as Vice President in



                                        9
<PAGE>






July  1997.  Prior to that,  he served for eight  years as Legal  Counsel to the
Bitove  Corporation  ("Bitove").  Bitove, a Canadian  company,  operated several
different businesses throughout Canada.

     George McGill was appointed  Vice-President and Secretary of the Company on
     -------------
August 30, 2000.  He is an attorney in private  practice in Cardiff,  California
and has advised the Company since its inception.  Mr. McGill has been practicing
law since 1961.

     Keith Winn is the Chief Technology Officer of the Company.  Mr. Winn joined
     ----------
the  Company  in June 2001.  Prior to joining  the  Company,  Mr.  Winn was Vice
President  Technology for EZCertify,  a software and Internet company located in
Crofton, Maryland.

Involvement in Certain Legal Proceedings
----------------------------------------

     No officer, director,  significant employee, promoter, or control person of
the Company has been involved in any event of the type  described in Item 401(d)
of Regulation SB during the past five years.

Audit Committee Financial Expert
--------------------------------

     The Board of Directors has  determined  that the Company does not currently
have someone who meets the definition of an audit  committee  financial  expert.
The  Company  is  evaluating  potential  candidates  for  Board  membership  and
obtaining  someone with the ability to qualify as an audit  committee  financial
expert is a primary goal of the Company.

     The members of the Audit Committee are Messrs. Morrow and Welch.

Code of Ethics
--------------

     The Company has adopted a Code of Ethics for  Principal  Executive  Officer
and Senior  Financial  Officers  that applies to the Company's  Chief  Executive
Officer  and Chief  Financial  Officer.  A copy is filed as an  exhibit  to this
Annual Report on Form 10-KSB.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

     To the  Company's  knowledge,  based  solely on its  review of  filings  by
directors, officers and beneficial owners of more than 10% of a registered class
of the  Company's  securities  under the  reporting  rules of Section 16(a) (the
"Reporting  Rules") of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),  furnished to the Company during 2003, there were no instances
of  failure  to  comply  with  Section   16(a)  during  2003,   except  for  the
unintentional  failure  of  Walter G.  Fuller  to timely  file two Form 4s which
occurred on February 24, 2004.  Mr.  Fuller's  failure to timely file the Form 4
was related to the fact that he attempted to submit such form as a paper filing,
which was not accepted, and had to file it electronically thereafter.


ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

Director Compensation
---------------------

     Until October 1, 2002, the Company had adopted a policy of paying directors
$250 per meeting plus directors  fees of $500 per month as employees.  Effective
October 1, 2002,  all directors  were treated as  independent  contractors,  but
received the same  remuneration.  Effective  December 1, 2003,  the directors no
longer  receive $250 per meeting,  but  Bradford A. Morrow  receives  $2,000 per
month and the other three directors receive $850 per month.

     In 2003, and in addition to directors'  fees,  Bradford A. Morrow  received
$57,000 in consulting fees.





                                       10
<PAGE>






Employment Arrangements
-----------------------

     Mr.  Keith Winn entered into an  employment  agreement  with the Company to
serve as its Chief  Technology  Officer.  This agreement became effective May 1,
2001 and had a term of one  year.  The  agreement  automatically  renews  for an
additional  year on each  anniversary  date.  The agreement  provides for annual
compensation of $150,000 and contains termination and severance clauses.

     The following table presents the aggregate  indicated  compensation paid by
the Company to the named  executive  officers  for the year ended  December  31,
2003:

<TABLE>
<CAPTION>
                                                        Annual Compensation
                                         -------------------------------------------------
     Name and Principal Position         Year  Salary ($)    Other Annual Compensation ($)
--------------------------------------   ----  ----------    -----------------------------
<S>                                      <C>      <C>                 <C>
Walter G. Fuller                         2003           -             7,600(1)
   CEO and Director                      2002           -             6,750(1)
                                         2001           -             7,250(1)

Craig Litchin                            2003     105,673                 -
   COO and Principal Financial Officer   2002      91,714                 -
                                         2001      91,714                 -

Keith Winn                               2003     154,040                 -
   Chief Technology Officer              2002     142,040                 -
                                         2001      86,094(2)              -
-----------------
<FN>
(1)  Amount reflects director fees.
(2)  Amount reflects pro-rated salary during 2001.
</FN>
</TABLE>

Stock Option Plan
-----------------

     The Board of  Directors  adopted  each of the 1999 Stock  Option Grant Plan
(the "1999  Plan") and the 2000 Stock Option Plan (the "2000 Plan," and together
with the 1999 Plan,  the "Plans").  There are 2,500,000  shares of commons stock
subject to issuance under the 2000 Plan. However,  this amount is reduced by the
shares issued upon the exercise of the options  issued under the 1999 Plan.  The
1999 Plan remains in full effect until no options awarded under such plan remain
outstanding.  As of December 31, 2003, 5,000 non-qualified  options issued under
the 1999 Plan remained outstanding.

Option Grants and Exercises
---------------------------

     No options  or stock  appreciation  rights  were  granted to the  executive
officers  during 2003.  No options  granted to the  executive  officers had been
exercised as of December 31, 2003.

     As of December 31, 2003,  there were total options  outstanding to purchase
5,000 and 1,712,500 shares of the Company's common stock under the 1999 Plan and
the 2000 Plan,  respectively.  The following table sets forth  information about
the unexercised options of executive officers for the fiscal year ended December
31, 2003.

<TABLE>
<CAPTION>
                AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

                         Number of Securities               Value of Unexercised
                        Underlying Unexercised              In-the-Money Options
                         Options at 12-31-03                  At 12-31-03 (1)
                   --------------------------------   --------------------------------
      Name           Exercisable     Unexercisable      Exercisable     Unexercisable
----------------   ---------------  ---------------   ---------------  ---------------
<S>                    <C>              <C>               <C>              <C>
Walter G. Fuller       315,000               0            $7,800               $0



                                       11
<PAGE>






Craig Litchin           85,000               0            $2,400               $0
Keith Winn             100,000          50,000            $5,000           $2,500
-----------------
<FN>
(1)  Based on a closing  stock price of $0.30 per share as of December 31, 2003.
     Securities Authorized For Issuance Under Equity Compensation Plans
</FN>
</TABLE>

     The following  table sets forth certain  information  concerning  aggregate
stock options authorized for issuance under each of the Plans as of December 31,
2003:

<TABLE>
<CAPTION>
                      EQUITY COMPENSATION PLAN INFORMATION
                              AT DECEMBER 31, 2003

           (a)                           (b)                                  (c)
           ---                           ---                                  ---
Number of Securities to be    Weighted-Average Exercise         Number of Securities Remaining
  Issued Upon Exercise of               Price                 Available for Future Issuance Under
   Outstanding Options,             of Outstanding          Plan (Excluding Securities Reflected in
   Warrants and Rights       Options, Warrants and Rights                 Column (a))
   -------------------       ----------------------------                 -----------
<S>     <C>                             <C>                                 <C>
        2,500,000                       $0.32                               782,500
</TABLE>

Termination of Employment and Change of Control Arrangements
------------------------------------------------------------

     The  Company  has  no  termination  of  employment  or  change  in  control
arrangements.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The table  below  sets  forth the total  number of shares of the  Company's
outstanding voting stock owned by beneficial owners owning more than 5% and each
director  and officer of the Company,  and by all  officers  and  directors as a
group.

<TABLE>
<CAPTION>
                                                   Number of Shares
     Name and Address                           Owned Beneficially and   Percent of
    of Beneficial Owner       Title of Class          of Record           Class(6)
--------------------------- ------------------  ----------------------  ------------

Beneficial owners owning more than 5% other than management
-----------------------------------------------------------

<S>                            <C>                   <C>                    <C>
Sandra K. Leatherman           Common Stock          1,601,820 (7)          13.9%
3345 Fosca St.
Carlsbad, CA 92009

Kelly Manoccio                 Common Stock          1,231,610 (8)          10.7%
1027 Orchard Lane
Broadview Heights, OH 44147

Beneficial ownership of officers and directors
----------------------------------------------

Walter G. Fuller               Common Stock          2,974,880 (4)          25.7%
217 E. Railroad St.
P.O. Box 299
Garrett, IN 46738

Nicholas Litchin               Common Stock          1,589,760 (2)(4)       13.8%
6401 Constitution Dr.
Ft. Wayne, IN 46804




                                       12
<PAGE>






<CAPTION>
                                                   Number of Shares
     Name and Address                           Owned Beneficially and   Percent of
    of Beneficial Owner       Title of Class          of Record           Class(6)
--------------------------- ------------------  ----------------------  ------------

<S>                            <C>                   <C>                    <C>
Christopher M. Welch           Common Stock          1,379,410 (1)(9)       11.9%
920 Sycamore Avenue, #62
Vista, CA  92083

Craig Litchin                  Common Stock             85,000 (5)            .7%
c/o 1040 Joshua Way
Vista, CA 92083

George E. McGill               Common Stock            439,920 (4)           3.8%
120 Birmingham, #240
Cardiff, CA 92007

Bradford A. Morrow             Common Stock            130,000 (3)           1.1%
9025 E. Jenan Dr.
Scottsdale, AZ 85260

All Officers and               Common Stock          6,598,970              57.1% (6)
Directors as a Group
(6 persons)

-----------------
<FN>
(1)  Includes  options to purchase  195,000  common  shares under the  Company's
     stock option plan
(2)  Includes  214,920 shares held of record by L&R Realty,  an Indiana  general
     partnership,  of which Mr.  Litchin is a partner,  699,840  shares  held of
     record by the Litchin Family Partnership, of which Mr. Litchin is a general
     partner,  and 360,000 shares held of record by Mercer Beverage Co., an Ohio
     corporation,  of which  Mr.  Litchin  is the  President  and of which  Mrs.
     Litchin  is a  principal  shareholder.  Mr.  Litchin  disclaims  beneficial
     ownership of these shares.
(3)  Includes  options to purchase  130,000  common  shares under the  Company's
     stock option plan.
(4)  Includes  options to purchase  315,000  common  shares under the  Company's
     stock option plan.
(5)  Includes options to purchase 85,000 common shares under the Company's stock
     option plan.
(6)  Adjusted  for the effect of  1,717,500  shares  issuable  upon  exercise of
     outstanding stock options plus 9,842,680 shares  outstanding for a total of
     11,560,180 shares.
(7)  Includes 1,601,820 shares held as trustee of the J&S Trust.
(8)  Includes 465,020 shares held as beneficial owner of the Janice Welch Trust.
</FN>
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

     (a)  Exhibits

          (1)  Financial Statements

     The Company's  financial  statements are included  herein as required under
Item 7 of this Annual Report on Form 10-KSB.  See Index to Financial  Statements
on page [16].

          (2)  Financial Statement Schedules

     All financial  statement  schedules have been omitted since the information
is either not applicable or required, or is included in the financial statements
or notes thereof.




                                       13
<PAGE>






          (3)  Exhibits

               3.1(a)         Certificate  of  Incorporation   (Incorporated  by
                              reference to Registrant's  Registration  Statement
                              No. 33-33092-D, effective April 17, 1990.)

               3.1(b)         Amendment   to   Certificate   of    Incorporation
                              (Incorporated   by   reference   to   Registrant's
                              Registration on Form 8-A, filed April 10, 1997.)

               3.2            Bylaws  (Incorporated by reference to Registrant's
                              Registration  Statement No. 33-33092-D,  effective
                              April 17, 1990.)

               4.1            Specimen  Stock   Certificate   (Incorporated   by
                              reference to Registrant's  Registration  Statement
                              No. 33-33092-D, effective April 17, 1990.)

               14.1           Code of Ethics for Principal Executive Officer and
                              Senior Financial Officers

               21.1           Subsidiaries   of  Registrant   (Incorporated   by
                              reference to Registrant's Form 10-KSB for the year
                              ended December 31, 1996.)

               24.1           Power of Attorney  (incorporated  by  reference to
                              the  signature  page to this Annual Report on Form
                              10-KSB)

               31.1           Certification  of  the  Chief  Executive   Officer
                              pursuant to Section 302 of the  Sarbanes-Oxley Act
                              of 2002

               31.2           Certification  of  the  Chief  Financial   Officer
                              pursuant to Section 302 of the  Sarbanes-Oxley Act
                              of 2002

               32.1           Certification  of  the  Chief  Executive   Officer
                              pursuant  to 18 U.S.C.  Section  1350,  as adopted
                              pursuant to Section 906 of the  Sarbanes-Oxley Act
                              of 2002

               32.2           Certification  of  the  Chief  Financial   Officer
                              pursuant  to 18 U.S.C.  Section  1350,  as adopted
                              pursuant to Section 906 of the  Sarbanes-Oxley Act
                              of 2002

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed during the fourth quarter of 2003.







                                       14
<PAGE>






ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

Audit Fees
----------

     The  aggregate  fees  billed  for  each of the last two  fiscal  years  for
professional  services  rendered by the  principal  accountant  for the audit of
ITI's annual financial statement and review of financial  statements included in
ITI's  10-QSB  reports  and  services  normally  provided by the  accountant  in
connection with statutory and regulatory filings or engagements were $24,396 for
fiscal year ended 2003 and $34,481 for fiscal year ended 2002.

Audit-Related Fees
------------------

     There were no fees for other audit  related  services for fiscal years 2003
and 2002.

Tax Fees
--------

     There were no fees for tax compliance,  tax advice and tax planning for the
fiscal years 2003 and 2002.

All Other Fees
--------------

     There were no other  aggregate fees billed in either of the last two fiscal
years for products and services provided by the principal accountant, other than
the services reported above.

Audit committee and pre-approval policy
---------------------------------------

     Two of the members of our board of directors were assigned the duties of an
audit  committee.  Our  principal  financial  officer  evaluates and approves in
advance,  the scope and cost of the  engagement of an auditor before the auditor
renders audit and non-audit  services.  We do not rely on pre-approval  policies
and procedures.






























                                       15
<PAGE>






                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

                                                                      Page
                                                                      ----

Report of Comiskey & Company, P.C., Independent Public
Accountants                                                           F-1

FINANCIAL STATEMENTS

     Balance Sheet                                                    F-2
     Statements of Operations                                         F-3
     Statement Stockholders' Equity                                   F-4
     Statements of Cash Flows                                         F-5
     Notes to Financial Statements                              F-6 through F-13









































                                       16
<PAGE>






                                   SIGNATURES
                                   ----------

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

                                     INTELLECTUAL TECHNOLOGY, INC.


                                     By: /s/ Craig Litchin
                                         ---------------------------------------
                                         Craig Litchin, President, Chief
                                         Operating Officer and Principal
                                         Financial Officer

                                    Date:  April 14, 2004


                                POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE  PRESENTS,  that the person whose  signature  appears
below   constitutes   and   appoints   Craig   Litchin   his  true  and   lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
re-substitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-KSB,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that each of said  attorneys-in-fact  and agents or
their  substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

     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.

Signature                    Title                                     Date
---------                    -----                                     ----

By: /s/ Craig Litchin        President, Chief Operating Officer,  April 14, 2004
   ------------------------- Treasurer, Principal Financing
   Craig Litchin             Officer, Principal Accounting
                             Officer

By: /s/ Nicholas Litchin     Director                             April 14, 2004
   -------------------------
   Nicholas Litchin

By: /s/ George McGill        Vice President, Secretary            April 14, 2004
   -------------------------
   George McGill

By: /s/ Walter G. Fuller     Chief Executive Officer, Chairman    April 14, 2004
   ------------------------- of the Board, Director
   Walter G. Fuller

By: /s/ Bradford Morrow      Director                             April 14, 2004
   -------------------------
   Bradford Morrow

By: /s/ Christopher M. Welch Director                             April 14, 2004
   -------------------------
   Christopher M. Welch









                                       17
<PAGE>










                          Index to Financial Statements



                          INTELLECTUAL TECHNOLOGY, INC.
                          -----------------------------




                                                                     Page

Report of Comiskey & Company, P.C.
Independent Public Accountants                                       F-1


Balance Sheet                                                        F-2


Statements of Operations                                             F-3


Statement of Stockholders' Equity                                    F-4


Statements of Cash Flows                                             F-5


Notes to Financial Statements                                   F-6 through F-12


















                                       F-i
<PAGE>






                          Intellectual Technology, Inc.

                              FINANCIAL STATEMENTS

                                December 31, 2003








































                                      F-ii
<PAGE>












                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------



We have audited the accompanying balance sheet of Intellectual Technology,  Inc.
as of December 31, 2003, and the related statements of operations, stockholders'
equity,  and cash flows for each of the years ended  December 31, 2003 and 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our 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 audits 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.  We believe  our  audits  provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Intellectual  Technology,  Inc.
as of December  31, 2003,  and the results of its  operations,  cash flows,  and
changes in  stockholders'  equity for each of the years ended  December 31, 2003
and 2002 in conformity  with  accounting  principles  generally  accepted in the
United States of America.


Denver, Colorado
February 27, 2004
except for Note 10, which is March 16, 2004


                                                        PROFESSIONAL CORPORATION










                                       F-1
<PAGE>



<TABLE>
<CAPTION>
                          Intellectual Technology Inc.
                                  BALANCE SHEET
                                December 31, 2003



<S>                                                                                <C>
 ASSETS
Current Assets
  Cash and cash equivalents                                                        $       672,399
  Accounts receivable                                                                      591,180
  Bid bond deposit                                                                         500,000
  Inventory                                                                              1,105,232
  Prepaid income taxes                                                                      11,341
  Prepaid expenses                                                                          78,160
                                                                                   ----------------

    Total current assets                                                                 2,958,312

Property and Equipment
  Contract equipment                                                                     7,425,331
  Non-contract equipment - office, warehouse equipment, furniture and vehicles             147,956
                                                                                   ----------------
                                                                                         7,573,287
  Less: accumulated depreciation                                                         7,037,026
                                                                                   ----------------
                                                                                           536,261

Other Assets
  Patents and trademark, net of accumulated amortization of $724,923                        10,647
  Deposits                                                                                   6,865
                                                                                   ----------------

    Total assets                                                                   $     3,512,085
                                                                                   ================

 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                                 $       485,346
  Accrued expenses and interest                                                             76,148
  Income taxes payable                                                                      98,958
  Deferred income tax liabilities                                                            8,000
  Due to related party                                                                      27,930
                                                                                   ----------------

    Total current liabilities                                                              696,382

Long-term Liabilities
  Deferred income tax liabilities, net of current portion                                   16,000
  Due to related party, net of current portion                                              98,921
                                                                                   ----------------
                                                                                           114,921
                                                                                   ----------------

Stockholders' Equity
  Preferred stock, $0.00001 par value, 1,000,000 shares authorized,
    no shares issued or outstanding                                                              -
  Common stock, $0.00001 par value, 20,000,000 shares authorized,
    9,842,680 shares issued and outstanding                                                     98
  Additional paid-in capital                                                             1,154,452
  Retained earnings                                                                      1,546,232
                                                                                   ----------------

                                                                                         2,700,782
                                                                                   ----------------

    Total liabilities and stockholders' equity                                     $     3,512,085
                                                                                   ================
</TABLE>







    The accompanying notes are an integral part of the financial statements.
                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                          Intellectual Technology Inc.
                            STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2003 and 2002



                                                                   2003                2002
                                                             ----------------    ----------------
<S>                                                          <C>                 <C>
REVENUES
  Transaction fees                                           $     6,529,055     $     5,930,859
  Other revenue                                                       91,678             386,098
                                                             ----------------    ----------------

    Total revenues                                                 6,620,733           6,316,957

COST OF REVENUES
  Depreciation and amortization  - contract costs                    526,070             611,426
  Insurance                                                           26,188              18,387
  Maintenance                                                      1,125,025           1,221,204
  Materials                                                        1,925,476           1,758,587
  Costs of other revenue                                              72,557             270,330
  Other contract expenses                                             18,312              49,009
  Impairment loss - equipment parts                                   52,788              22,212
  Reduction in provision for contract losses                         (27,788)            (22,212)
  Property taxes                                                      45,479              60,536
                                                             ----------------    ----------------

    Total cost of revenues                                         3,764,107           3,989,479
                                                             ----------------    ----------------

    Gross profit                                                   2,856,626           2,327,478

OPERATING EXPENSES
  Depreciation                                                        25,799              16,347
  Amortization of patent                                               9,176              35,214
  Selling, general and administrative expenses                     1,588,249           1,444,148
  Research and development                                           235,322             199,254
                                                             ----------------    ----------------

                                                                   1,858,546           1,694,963
                                                             ----------------    ----------------

     Income from operations                                          998,080             632,515

OTHER INCOME (EXPENSE)
  Interest income                                                      7,327               7,077
  Loss on sale of property and equipment                              (2,242)                  -
  Interest expense                                                   (26,780)            (82,218)
                                                             ----------------    ----------------

    Income before income taxes                                       976,385             557,374

  Income tax expense                                                 360,915             197,997
                                                             ----------------    ----------------

NET INCOME                                                   $       615,470     $       359,377
                                                             ================    ================

Income per share: (Basic)                                    $          0.06     $          0.04
                                                             ================    ================

Income per share: (Diluted)                                  $          0.06     $          0.04
                                                             ================    ================

  Weighted average number of shares outstanding - basic            9,842,680           9,842,680
                                                             ================    ================

  Weighted average number of shares outstanding - diluted          9,913,372           9,842,680
                                                             ================    ================
</TABLE>










    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                          Intellectual Technology Inc.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 For the years ended December 31, 2003 and 2002



                                   Common Stock
                          -------------------------------     Additional
                              Number                           paid-in          Retained
                            of shares          Amount          capital          earnings          Totals
                          --------------   --------------   --------------   --------------   --------------

<S>                           <C>          <C>              <C>              <C>              <C>
Balances as of
  January 1, 2002             9,842,680    $          98    $   1,154,452    $     571,385    $   1,725,935

Net income                            -                -                -          359,377          359,377
                          --------------   --------------   --------------   --------------   --------------

Balances as of
  December 31, 2002           9,842,680               98        1,154,452          930,762        2,085,312

Net income                            -                -                -          615,470          615,470
                          --------------   --------------   --------------   --------------   --------------

Balances as of
  December 31, 2003           9,842,680    $          98    $   1,154,452    $   1,546,232    $   2,700,782
                          ==============   ==============   ==============   ==============   ==============
</TABLE>

































    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>



<TABLE>
<CAPTION>
                          Intellectual Technology Inc.
                            STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 2003 and 2002



                                                            2003                2002
                                                      ----------------    ----------------
<S>                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                          $       615,470     $       359,377
  Adjustments to reconcile net income to net cash
   flows from operating activities
    Amortization of loan fees                                       -              12,056
    Depreciation and amortization                             561,045             662,987
    Deferred income taxes                                      51,283               3,256
    Decrease in loss reserves                                 (27,788)            (22,212)
    Impairment loss - equipment parts                          52,788              22,212
    Loss on disposal of property                                2,242                   -
    Other adjustments                                               -              (1,826)
    Decrease (increase) in assets
      Accounts receivable                                    (133,955)            (40,050)
      Bid bond deposit                                       (500,000)                  -
      Prepaid expenses and other current assets                 5,601              26,414
      Prepaid income taxes                                     (6,660)             63,723
      Inventory                                              (381,584)             10,683
      Deposits                                                   (518)                  -
    Increase (decrease) in liabilities
      Accounts payable                                        304,392            (211,626)
      Accrued expenses and interest                             8,943              17,061
      Income taxes payable                                     91,804               5,597
                                                      ----------------    ----------------

      Net cash flows from operating activities                643,063             907,652

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from disposal of property and equipment                500                   -
  Investment in trademark                                        (489)             (2,153)
  Purchases of non-contract equipment                         (57,834)            (32,721)
  Investment in contract costs and equipment                  (91,861)           (238,888)
                                                      ----------------    ----------------

      Net cash flows from investing activities               (149,684)           (273,762)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings                                                    -             400,000
  Debt repayments                                            (339,200)           (721,704)
                                                      ----------------    ----------------

      Net cash flows from financing activities               (339,200)           (321,704)
                                                      ----------------    ----------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                     154,179             312,186

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                518,220             206,034
                                                      ----------------    ----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD              $       672,399     $       518,220
                                                      ================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the year for interest              $         8,650     $        60,896
                                                      ================    ================

  Cash paid during the year for income taxes          $       225,340     $       137,311
                                                      ================    ================
</TABLE>





    The accompanying notes are an integral part of the financial statements.
                                       F-5
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




1.   Description of Business and Summary of Significant Accounting Policies
     ----------------------------------------------------------------------
     Description of Business
     -----------------------
     Intellectual   Technology,   Inc.   ("ITI,"  "the  Company"),   a  Delaware
     corporation,  is engaged in the design,  manufacture,  and sale or lease of
     printer  systems  and media for the  automated  printing  of motor  vehicle
     registration forms and license plate decals. The Company's printing systems
     are currently installed in the states of Indiana, Louisiana,  Nevada, Ohio,
     and South Dakota.  These printing  systems are designed both as stand-alone
     units which are used in individual motor vehicle  registration  offices and
     mailrooms,  and have been incorporated  into self-service  terminal ("SST")
     machines.  ITI provides equipment,  software,  media, training, and support
     for the operation of all installed systems.

     Principles of Consolidation
     ---------------------------
     The accompanying financial statements include Intellectual Technology, Inc.
     and  its  wholly  owned  subsidiary,   Image  Technology,  Inc.,  a  Nevada
     corporation.  There are no inter-company transactions due to the inactivity
     of Image Technology, Inc.

     Property, Equipment and Depreciation
     ------------------------------------
     Contract  costs  and  equipment  have been  capitalized,  and  include  the
     manufactured  cost of the  printers  and other  support  equipment,  SST's,
     operating  software,  installation,  freight,  contract  startup costs, and
     other costs incidental to making the equipment operational.

     All costs are  recovered  in the ratio  that  transactions  to date bear to
     total estimated  transactions  over the contract terms including  renewals.
     The amount of cost  recovery  (depreciation)  charged to  operations in the
     current period is based on management's  estimates of future  transactions.
     Differences in actual transactions from those estimated by management could
     materially change the rate of cost recovery charged to operations.

     Repairs and Maintenance
     -----------------------
     Maintenance  costs are  expensed as  incurred.  All costs  associated  with
     maintenance contracts are expensed as incurred.

     Inventory
     ---------
     Inventory consists of media (paper, ribbon, and decals) used to produce the
     motor  vehicle  registration  forms and decals.  Inventory is stated at the
     lower of cost or market on a first-in, first-out basis.

     Non-contract Equipment
     ----------------------
     Cost  of  equipment  used  in  operations  has  been   capitalized  and  is
     depreciated  using the declining balance method over useful lives of 3 to 7
     years.













                                       F-6
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




1.   Description  of Business  and Summary of  Significant  Accounting  Policies
     ---------------------------------------------------------------------------
     (continued)
     -----------
     Intangibles
     -----------
     Patent costs are  capitalized,  and are amortized over the remaining useful
     lives of the patents.  As of June 30,  2002,  the  amortization  periods of
     these  patents  were  extended  to  October  31,  2004,  as  determined  by
     management, due to the extension of a related contract.

     Certain costs to obtain debt financing have been deferred and are amortized
     over the length of the loan using the straight-line method.

     Research and Development
     ------------------------
     Research and development costs are expensed as incurred.

     Cash and Equivalents
     --------------------
     For purposes of the  statements  of cash flows,  the Company  considers all
     highly liquid debt  instruments  purchased  with an initial period of three
     months or less to be cash equivalents.

     Significant Concentrations
     --------------------------
     For the year  ended  December  31,  2003,  revenues  from  three  contracts
     accounted for 87% of total revenues.  For the year ended December 31, 2002,
     revenues from three contracts accounted for 91% of total revenues.

     As of December 31, 2003,  accounts receivable from four customers accounted
     for approximately 91% of accounts receivable.

     From  time-to-time,  the Company  maintains cash balances in excess of FDIC
     insured  limits.  The  amount  of such  excess  at  December  31,  2003 was
     approximately $762,000.

     Earnings per Share
     ------------------
     Basic earnings per share are computed using the weighted  average number of
     shares outstanding. Fully diluted earnings per share are computed using the
     treasury stock method as to potential dilutive securities.

     Fair Value of Financial Instruments
     -----------------------------------
     Unless  otherwise  indicated,  the fair  value of all  reported  assets and
     liabilities which represent  financial  instruments (none of which are held
     for trading purposes) approximate the carrying values of such instruments.















                                       F-7
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




1.   Description  of Business  and Summary of  Significant  Accounting  Policies
     ---------------------------------------------------------------------------
     (continued)
     -----------
     Stock Based Compensation
     ------------------------
     The Company  applies  Accounting  Principles  Board No. 25,  Accounting for
     Stock Issued to Employees,  and related  interpretations  in accounting for
     its plan.  Accordingly,  no  compensation  costs were  recorded for options
     issued  at  prices  which  reflect  no  intrinsic  value  at the  grant  or
     modification  date.  The  Company  considered  the  effects of  recognizing
     compensation  cost  pursuant to the  provisions  of  Statement of Financial
     Accounting  Standards No. 123,  Accounting  for  Stock-Based  Compensation,
     (SFAS No. 123). Using the Black-Scholes  option pricing model,  which takes
     into account the  exercise  price of the options,  expected  life,  current
     price of the underlying stock, its expected  volatility and dividends,  and
     the risk-free  interest  rate,  net income would have been decreased to the
     pro forma amounts as follows for the years ending December 31:


                                2003                            2002
                     ----------------------------   ----------------------------
                     As             Pro             As             Pro
                     Reported       Forma           Reported       Forma
                     -------------  -------------   -------------- -------------

     Net income      $     615,470  $     603,970   $      359,377 $     347,877
                     =============  =============   ============== =============

     Net income
        per share    $       0.06   $       0.06    $       0.04   $       0.04
                     ============   ============    ============   ============

     There were no options  granted or modified in the years ended  December 31,
     2003 and 2002.  However,  certain  options  granted during fiscal year 2001
     vested in the years  ended  December  31, 2003 and 2002.  The average  fair
     value of options  granted  during fiscal 2001 was $0.23.  The fair value of
     options  is  estimated  on  the  date  of  grant  using  the  Black-Scholes
     option-pricing  model  with the  following  weighted  average  assumptions:
     risk-free  interest  rate of 7.0  percent;  expected  life of  1,825  days;
     dividend yield percentage of 0%; and volatility of 333%.

2.   Working Capital
     ---------------
     At December 31, 2003, the working capital of the Company was $2,261,930 and
     the current ratio was 4.25 to 1.

3.   Related Party Transactions
     --------------------------
     As of September  1999, the Company entered into an agreement with a related
     party, for the purchase of a patent for $130,000 plus accrued interest. For
     the years ended  December  31, 2003 and 2002,  $0 and $8,431 of this amount
     were  repaid,  and $7,897  and $8,665  were  charged to  interest  expense,
     respectively.  The remainder of the payable, $126,851 plus accrued interest
     of  $9,993,  is due in  quarterly  installments  of  $5,000,  inclusive  of
     interest  at 6.61%.  The Company has made no payments on the note since the
     third quarter of 2002.

     For the year ended  December  31,  2002,  the Company  has a related  party
     receivable totaling $31,887,  including interest of $3,602. This amount had
     been fully  offset by an allowance  for  doubtful  account in a prior year.
     During 2003, the Company determined that the receivable was not collectible
     as the entity no longer  exists and has  removed  both the  receivable  and
     allowance from its records.



                                       F-8
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




4.   Notes Payable and Long-term Debt
     --------------------------------
     The Company paid in full an  installment  note with a principal  balance of
     $339,200, accruing interest at 7%, in advance of its maturity. For the year
     ended December 31, 2003, $13,054 was charged to interest expense, including
     $5,804 of loan fees.

5.   Line-of-Credit
     --------------
     The Company has available a $400,000  line-of-credit with a bank secured by
     accounts  receivable,  equipment  and general  intangibles.  The line bears
     interest at Prime plus 1.25% with a minimum  interest  rate of 5.25% (5.25%
     at  December  31,  2003)  and  matures  in  December  2004.  There  was  no
     outstanding  balance on this line at December 31, 2003.  For the year ended
     December 31,  2003,  $5,829 was charged to interest  expense,  all of which
     were loan fees.

6.   Leases
     ------
     As of December  31, 2003,  the Company  leases for its own use office space
     and office equipment under non-cancelable  operating leases expiring in the
     years 2004 to 2007.

     Future minimum lease payments on  non-cancelable  operating leases over the
     next five years are as follows:

               For the year ended
                  December 31,                       Amount
                  ------------                       ------

                      2004                       $     83,033
                      2005                             63,900
                      2006                             62,650
                      2007                              9,400
                                                 ------------
                                                 $    218,983
                                                 ============

     Rent expense for the year ended December 31, 2003 was $84,275. Rent expense
     is net of $8,500  received  in  settlement  of a  lawsuit  against a former
     sublease  tenant.  Rent  expense for the year ended  December  31, 2002 was
     $88,229.

7.   Income Taxes
     ------------
     The components of the provision for income taxes are as follows:

                                                           2003         2002
                                                           ----         ----

               Current federal income tax expense       $  269,696   $  171,418

               State and local income taxes currently
                   paid or payable                          59,895       39,898
               Flow-through credits and other expenses     (19,959)     (16,575)
               Increase in deferred tax                     51,283        3,256
                                                        ----------   ----------


                   Income tax expense                   $  360,915   $  197,997
                                                        ==========   ==========



                                       F-9
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




7.   Income Taxes (continued)
     ------------------------
     The  Company  also has  approximately  $55,000 in  California  Credits  for
     Increasing Research Activities available to offset future California tax.

     The deferred tax asset and deferred tax  liability  comprised the following
     at December 31, 2003:

               Deferred tax assets
                   Deductible temporary differences            $      2,685
                   Research and development credits                  55,000
                   Valuation allowance - Research and
                        development credits                         (43,000)
                                                               ------------

                            Total deferred tax assets                14,685
                                                               ------------

               Deferred tax liabilities
                   Accelerated depreciation of assets                38,685
                                                               ------------

                            Total deferred tax liabilities           38,685
                                                               ------------

                            Net deferred tax liabilities       $     24,000
                                                               ============

     Reconciliation  between statutory federal income tax rate and the effective
     income tax rates  based on income  before  income  taxes and  extraordinary
     items:

                                                                  2003     2002
                                                                  ----     ----

               Statutory federal income tax rate                 34.0%    34.0%
               Federal income tax credits and other adjustments  (1.1%)   (2.7%)
               State income taxes, net of federal tax benefit     4.1%     4.2%
                                                                 -----    -----

               Effective income tax rates                        37.0%    35.5%
                                                                 =====    =====

8.   Stockholders' Equity
     --------------------
     Preferred Stock
     ---------------
     At December  31,  2003,  the Company has  authorized  a total of  1,000,000
     preferred  shares to be issued in series with rights and  privileges  to be
     determined by the Board of Directors.  No preferred shares are outstanding,
     nor have any series of preferred shares been designated.

     Common Stock
     ------------
     At December 31, 2003,  a total of  20,000,000  shares of $0.00001 par value
     common stock were authorized, and 9,842,680 were issued and outstanding.






                                      F-10
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




8.   Stockholders' Equity (continued)
     --------------------------------
     Stock Transfer and Exchange with Image Technology, Inc.
     -------------------------------------------------------
     On March 12, 1997,  the Company  entered into a stock transfer and exchange
     agreement with Image Technology,  Inc. As a result of the transaction,  the
     shareholders of Image Technology, Inc. acquired collectively a 90% interest
     in the reporting company,  with the remaining 10% ownership retained by the
     original  shareholders.  The  transaction  has  been  accounted  for  as  a
     recapitalization  of  the  private  company,  Image  Technology,  Inc.  The
     accompanying   financial  statements  include  the  cumulative  results  of
     operations  of Image  Technology,  Inc.  prior to the  acquisition  and the
     cumulative and current  results of operations of  Intellectual  Technology,
     Inc. and Image Technology,  Inc. on a consolidated  basis subsequent to the
     transaction.

     Stockholders Equity and Comprehensive Income
     --------------------------------------------
     SFAS 130 requires  companies to present  comprehensive  income  (consisting
     primarily of net income items plus other direct equity changes and credits)
     and its components as part of the basic financial statements.  For the year
     ended December 31, 2003, the Company's financial  statements do not contain
     any  changes in equity  that are  required  to be  reported  separately  in
     comprehensive income.

9.   Stock Option Plan
     -----------------
     On December 8, 2000, the directors of Intellectual Technology,  Inc. issued
     options under the 2000 Stock Option Plan ("2000 Plan") consisting of a pool
     of  2,500,000  stock  options.  This pool of options will be reduced by the
     shares issued upon the exercise of the options  issued under the 1999 Stock
     Option Grant Plan ("1999  Plan").  The 1999 Plan will remain in full effect
     until no options awarded under this plan remain outstanding. As of December
     31, 2003,  5,000  non-qualified  options  issued under the 1999 Plan remain
     outstanding.

     A summary of option  activity is as follows (all values  restated for stock
     splits):

<TABLE>
<CAPTION>
                                                 Weighted                       Weighted
                                  Shares         Average                        Average
                                  Under          Exercise       Options         Exercise
                                  Option         Price          Exercisable     Price
                                  -----------    -----------    ------------    ------------

<S>                                <C>           <C>              <C>           <C>
     December 31, 2001             2,032,500     $     0.32       1,420,000     $      0.38

     Options granted                       -              -               -               -
     Previous options vesting              -              -         447,500            0.19
     Options forfeited              (315,000)          0.34        (250,000)           0.38
     Options exercised                     -              -               -               -
                                  -----------    -----------    ------------    ------------

     Options outstanding as of
       December 31, 2002           1,717,500     $     0.32       1,617,500     $      0.33

     Options granted                       -              -               -               -
     Previous options vesting              -              -          50,000            0.25
     Options forfeited                     -              -               -               -
     Options exercised                     -              -               -               -
                                  -----------    -----------    ------------    ------------

     Options outstanding as of
       December 31, 2003           1,717,500     $     0.32       1,667,500     $      0.32
                                  ===========    ===========    ============    ============
</TABLE>

                                      F-11
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003





     Options have exercise prices of $0.38, $0.25, and $0.18.

     All of the options  granted  expire at various  times over a period of five
     years from the date of grant in the case of  significant  shareholders  and
     five  years  from the date of vest for all  others  and have the  following
     vesting characteristics:

     Number of options         Vesting period        Vested at December 31, 2003
     -----------------         --------------        ---------------------------

        1,170,000               Immediately                   1,170,000
          397,500                  1 year                       397,500
          150,000      one-third over each of 3 years           100,000
        ---------                                             ---------

        1,717,500                                             1,667,500
        =========                                             =========







































                                      F-12
<PAGE>



                          Intellectual Technology, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003




10.  Subsequent Events
     -----------------
     On March 16,  2004,  the  Company  declared a  dividend  of $0.02 per share
     payable to all common shareholders of record as of March 18, 2004.

     On March 16, 2004,  the Board of  Directors  approved  the  termination  of
     registration  of the  Company's  Common  Stock under  Section  12(g) of the
     Securities  Exchange Act of 1934. No timetable has been  determined for the
     termination.







































                                      F-13