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


                                 FORM 10-KSB/A

                                AMENDMENT NO. 2

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

                 For the Fiscal Year Ended December 31, 2001

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

                       Commission File Number:  0-29138

                        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 92083
           (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.  [X]

The Registrant's revenues for the fiscal year ended December 31, 2001 were
$4,843,365.





The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 15, 2002 was $566,000.  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 April 15, 2002, 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




ITEM 1.     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 51 US & 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 discussion with law enforcement officials, the Company
believes that losses attributable to these problems are in the hundreds of
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.  This on-demand printing
capability allows Departments of Motor Vehicles to substantially 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 as a stand-alone unit in a printer server
environment within a Department of Motor Vehicles ("DMV") office and as self-
service terminals (SST's) which can be placed in locations remote from DMV
offices.  One of the ITI stand-alone printers was patented November 13, 1990.
The Company purchased this patent on October 31, 1995.  Other ITI stand-alone
printers have been purchased from an outside vendor.  The Company does not own
the patents on these printers. The self-service terminal was patented on
September 20, 1994.  The Company purchased this patent in September 1999.



The ITI Printing System and Related Print Media (continued)

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


Marketing and Sales

The primary market for the Company's printing systems and services consists of
the Department of Motor Vehicles 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 plans to market 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 and attendance at industry conferences.  The initial
marketing package consists of brochures and color photographs, which are
supplemented with an explanation of the product's evolution and a videotaped
demonstration of its performance.  References of DMV officials of states where
the Company has installed its products are supplied, along with an offer to
demonstrate the products.


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.  The term of the Indiana Contract was for a period of three years
with a one-year renewal option through October 2000 that was exercised.  In
May 2000, the Indiana contract was extended through October 31, 2002.

In the fourth quarter of 1998, the Company 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.

Effective January 1, 2001, the Company 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 in Louisiana. In September 2001, ITI supplied the equipment and
media to begin production of these registrations issued at the State's branch
locations. The installation of ITI's equipment and production of these
registrations at private tag agencies is currently in process.

For the year ended December 31, 2001, 98% of total revenues were derived from
the above contracts and agreements.

Manufacturing and Supply

The Company uses subcontractors to manufacture and supply most components and
subassemblies of ITI's printing system and to provide the required printing
media. 3M Corporation of St. Paul, Minnesota, produces the decal used by the
ITI printing system.  The paper materials on which the Indiana and South
Dakota registrations are printed are supplied by NCR and Moore North America
(see "Business - The ITI printing system and Related Print Media").  NCR
Corporation and Datamax Corporation supply thermal ribbon used in the printing
process.  The Company has identified alternative vendor sources for all
materials and assemblies used in its products. The Company believes the use of
outside vendors for its manufacturing process has allowed it to limit the size
of its fixed overhead and to respond quickly to the volatility of its market
which consists of a relatively small number of significant customers who order
products at irregular intervals.


Competition

The Company has identified the automation of vehicle registrations and
registration decal printing as its primary market.  Currently there are only
two major competitors targeting this niche market.  In some markets, however,
state agencies have decided to bundle the automation of the vehicle
registration process into an overall upgrade of state computer and information
systems projects.  In these situations, where the business targeted by the
Company is a component of a larger technology project, there are many
potential competitors, primarily large computer manufacturers and information
technology companies.  Several of these larger companies have approached the
Company seeking to partner on these opportunities.


Research & Development

For the years ended December 31, 2001 and 2000, the Company spent $96,000 and
$244,000, respectively on research and development activities.  None of these
costs were borne directly by customers.


Environmental laws

The Company's cost of compliance with environmental laws (federal, state,
local) is estimated to be insignificant.


Employees

The Company has eleven full-time employees and two part-time employees,
excluding directors, of which two are in executive or administrative
positions, four are in engineering, R&D or information technology, two are
marketing personnel and five are maintenance personnel, The Company also
retains three part-time marketing consultants and one business consultant.  A
union currently represents none of the Company's employees, and the Company
believes that its relations with its employees are good.


ITEM 2.     PROPERTIES

The Company occupies 5,948 square feet of office and light industrial space in
Vista, California at a monthly rental of $4,700, subject to cost of living
adjustments and maintenance expenses, through February 2007. The Company also
leases approximately 1,875 square feet of office/warehouse space in Carmel,
Indiana, through October 2002 at a monthly rental of $1,233 per month.  The
Company believes that these facilities are adequate to meet its anticipated
needs for the foreseeable future.


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 fiscal year ended December 31, 2001.


ITEM 5.     MARKET FOR THE COMPANY'S COMMON STOCK AND RELATEDSTOCKHOLDER
            MATTERS

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 FT
Interactive Data.

                    Quarter Ended       High  Bid      Low  Bid

               March 31, 2000     $     0.4375          $    0.1875
               June 30, 2000      $     0.375           $    0.1875
               September 2000     $     0.3125          $    0.22
               December 2000      $     0.3125          $    0.0625
               March 31, 2001     $     0.65            $    0.13
               June 30, 2001      $     0.51            $    0.21
               September 30, 2001 $     0.24            $    0.24
               December 31, 2001  $     0.40            $    0.20
               March 31, 2002     $     0.51            $    0.08

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, and the Board of
Directors of the Company presently intends to retain earnings, if any, for use
in the Company's operations and to finance expansion of its business.  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 13, 2002, the Company had approximately 67 shareholders of record,
which does not include shareholders whose shares are held in street or nominee
names.




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.

Liquidity and Capital Resources

During the last two fiscal years, the Company has been able to utilize cash
flows from operations to repay debt and fund a substantial portion of new
investments in contract costs and equipment. In 2001, the Company's lines of
credit were used to fund $215,000 of the investment in contract costs and
equipment.  In 2002, the Company expects to spend another $35,000 on contract
equipment for contracts in effect in 2001. The Company has $700,000 in
existing lines of credit of which $485,000 was available to borrow as of
December 31, 2001.  In June 2002, the Company expects to convert up to
$400,000 of credit line debt to a 36-month installment loan as permitted under
the existing borrowing agreement. The Company's remaining debt service
consists of contract financing with a monthly payment of $17,680 ($212,000 per
year) through April 2004 and a patent purchase payment of $5,000 per quarter
($20,000 per year) through March 2011.

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

                                      Year ended December 31,
                                    2001                      2000

Operating Activities         $     719,000     $     2,062,000
Investing Activities            (1,038,000)           (351,000)
Financing Activities                 9,000          (1,700,000)

Net effect on cash           $    (310,000)    $        11,000


Cash flows provided by operations decreased from $2,062,000 in 2000 to
$719,000, an decrease of $1,343,000 due to a combination of the following
factors: (1) investment in inventory and accounts receivable resulting from a
new subcontract- ($457,000); (2) decrease in gross profits before depreciation
and loss provisions- ($1,370,000); (3) decrease in interest expense-$116,000;
(4) utilization of deferred tax benefits-$142,000; (5) timing in the
collection of accounts receivable-$123,000; and (6) other working capital
changes netting to an increase in cash flows of $103,000.  Cash used in
investing activities increased from $351,000 to $1,038,000 primarily due to
the investment in the Louisiana subcontract. Cash used in financing activities
decreased from $1,700,000 in 2000, due to payoff of a significant portion of
the Company's equipment financing in December 2000.



Results of Operations

For the year ended December 31, 2001 contract revenues decreased from
$6,162,000 to $4,843,000, a decrease of $1,319,000.  This decrease in revenue
was primarily due to a price decrease on an existing contract  ($1,617,000)
which was partially offset by revenue from an additional contract ($292,000).

Gross profit decreased from $2,442,000 (39.6% of sales) to $2,144,000 (44.3%
of sales), a decrease of $298,000.  Due to a change in management's estimates,
$260,000 of a $310,000 contract loss provision accrued in 2000 was reversed in
2001. Considering the effect of the loss provision on a two- year comparison,
gross profit actually decreased by $868,000.  The was primarily due to effect
of the aforementioned contract price decrease which was, in part, offset by
lower depreciation ($613,000) and lower equipment and software maintenance
costs ($188,000).  The Company expects to maintain present profit margins.

Operating expenses decreased 16.9% from $1,612,000 in 2000 to $1,339,000 in
2001, a decrease of $273,000 of which $185,000 was attributable to patent
amortization.  Selling, general and administrative expenses increased from
$1,109,000 to $1,168,000, an increase of $59,000 or 5.3%.  Research and
development decreased from $244,000 (4% of sales) in 2000 to $96,000 (2% of
sales), a decrease of $148,000.  This decrease reflects the redirection of
efforts of existing employees from research and development to product
refinements and modifications of existing equipment and media. The Company
will continue to engage in research and development of additional applications
of its products in related areas and new product development.

Interest expense decreased from $201,000 in 2000 to $85,000 in 2001.  This
reflects the pay down of equipment financing.




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
Securities and Exchange Commission ("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 which 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 set forth in pages F-1 to F-12 of this report are
incorporated herein by reference.


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 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       60          Director, Chairman of the Board

Nicholas Litchin       74          Director

Bradford A. Morrow     47          Director

Christopher M. Welch   33          Director

Other Officers:

Craig Litchin          46          President, Chief Operating Officer,
                                   Treasurer, Principal Financial Officer,
                                   Principal Accounting Officer

George McGill          66          Vice President & Secretary

Robert Neece           54          Former Director, Former Chief Executive
                                   Officer, Former Chairman of the Board,
                                   Former Assistant Secretary


Family Relationships

Craig Litchin is the son of Nicholas Litchin.  Walter M. 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.

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
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.


Robert Neece was Chairman of the Board, Chief Executive Officer and Assistant
Secretary until August 23, 2001.  Mr. Neece resigned from the Board of
Directors on October 12, 2001.  Mr. Neece had been a Director of the Company
since July of 1998.  He has been engaged in the private practice of law in
Denver, Colorado since 1981.  Throughout that period of time, he has
concentrated his practice in the areas of corporation, commercial, and
securities law.  Since 1992, Mr. Neece has been Special Counsel with the
Denver law firm of Burns, Wall, Smith and Mueller, P.C.

Christopher M. Welch was elected a Director of the Company in February 1999.
Mr. Welch graduated with honors from San Diego State University in 1994 with a
degree in accountancy.  He is currently employed as an accountant with an
emphasis in computer applications at a private company in Escondido,
California.

George McGill was appointed Secretary of the Corporation in December 2000.  He
is an attorney in private practice in Cardiff, California and has advised the
Corporation since its inception.

Bradford A. Morrow was elected Director in December 2000.  He is Managing
Director of Paradigm Capital LLC involved in private placements, mergers and
acquisitions and consulting services to emerging companies, primarily software
and satellite based technologies.


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.




ITEM 10.	EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation paid to the
Company's Chief Executive Officer. No other executive officers of the Company
received in excess of $100,000 of salary and bonus from the Company during the
year ended December 31, 2001:

<table>
<c>               <c>     <c>       <c>       <c>          <c>     <c>    <c>
                  Annual Compensation         Long-term Compensation Awards
                                              Restricted   Options
                                              Stock        and     Other
Name and Position  Year   Salary    Bonus                  Awards  Sar's   Compensation

Walter Fuller       1999  $   7,250   $  -      -           -    $       -
CEO, Director       2000  $   1,750   $  -      -           -    $       -
                    2001  $       -   $  -      -           -    $       -


Robert Neece        1999  $     750   $  -      -           -    $       -
Former              2000  $   2,250   $  -      -           -    $       -
CEO, Director       2001  $  10,000   $  -      -           -    $       -
</table>


Compensation of Directors

The Company has adopted a policy of paying directors $250 per meeting plus
salary.  Effective December 1, 2000, all directors except Mr. Neece received
$500 per month salary.  Mr. Neece received $1,000 per month salary and $250
per meeting until his resignation in October 2001.


Employment Agreements

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 has a term of one year.  The agreement automatically renews annually
subject to termination and severance clauses.  The agreement provides for
annual compensation of $150,000.


Termination of Employment and Change of Control Arrangements

None.





ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT

As of April 15, 2002, other than certain of its officers and directors, no
person was known by the Company to own or control beneficially more than five
percent of its outstanding voting stock.  The table below sets forth the total
number of shares of the Company's outstanding voting stock owned by each
director and officer of the Company, and by all officers and directors as a
group.

                                          Number of Shares
Name and Address of                       Owned Beneficially  Percent of
Beneficial Owner       Title of Class     and of Record       Class (6)
------------------     --------------     ------------------  --------------
Sandra K. Leatherman     Common Stock     1,601,820 (8)          13.7%
3345 Fosca St.
Carlsbad, CA 92009

Walter G. Fuller          Common Stock     2,974,880(4)          25.4%
217 E. Railroad St.
P.O. Box 299
Garrett, IN  46738

Nicholas Litchin(2)       Common Stock     1,589,760(4)          13.6%
6401 Constitution Dr.
Ft. Wayne, IN  46804

Robert Neece               Common Stock      523,000(4)          4.5%
c/o 303 East 17th Ave.
Denver, Colorado 80202

Christopher M. Welch
920 Sycamore Avenue, #62
Vista, CA  92083          Common Stock     1,379,410(1)(9)     11.8%


Kelly Manoccio
1027 Orchard Lane
Broadview Heights, OH 44147 Common Stock   1,231,610 (9)       10.5%


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

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


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


All Officers and              Common Stock     9,955,400        85% (6)
Directors as a Group
(5 persons)

(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 1,882,500 shares issuable upon exercise of
outstanding stock options

(8)   Includes 1,651,820 shares held as trustee of the J&S Trust

(9)   Includes 465,020 shares held as beneficial owner of the Janice Welch Trust




ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From April 2000 through January 2001, the Company rented office space for
$650 a month from a company partly owned by Nicholas Litchin.  For the years
ended December 31, 2001 and 2000, the aggregate rent was $650 and $5,949.

As of September 1999, the Company entered into an agreement with American
Registration Systems, Inc., a company whose sole shareholder at the time was
the late Chief Executive Officer of the Company, for the purchase of a
patent for $130,000.  For the years ended December 31, 2001 and 2000,
installments of principal and interest of $20,000 and $25,000, respectively,
were paid, including interest of $9,384 and $10,087, respectively.  Future
payments are due in quarterly installments of $5,000, inclusive of interest
of 6.61%.

During 2000, the Company leased five (5) service vehicles from a company
owned by Kent Litchin, the son of Nicholas Litchin, an ITI Director.   In
2000, the Company paid $28,136 in operating lease payments.  During December
2000, the Company purchased the vehicles for $14,089.

During 1999, the Company advanced $28,285 to a trust of the late Chief
Executive Officer.  The amount due including $3,602 imputed interest is
estimated to be uncollectible and has been recorded as a "loss on
uncollectible advance to affiliate."  For the years ended December 31, 2001
and 2000, the Company recorded imputed interest income of $1,518 and $1,446,
respectively.



ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

(a)     Financial Statements

The following Financial Statements are filed as part of this report:

     Report of Independent Public Accountants

     Balance Sheet - December 31, 2001

     Statements of Operations for the years ended December 31, 2001 and
2000

     Statements of Stockholders' Equity for the years ended December
31, 2001 and 2000

     Statements of Cash Flows for the years ended December 31, 2001 and
2000

     Notes to Financial Statements

(b)     Reports on Form 8-K

None.


(c)     Exhibits

3.1(a)     Certificate of Incorporation  (1).

3.1(b)     Amendment to Certificate of Incorporation  (2).

3.2     Bylaws 4(i).  Specimen Stock Certificate  (1).

4.2     Specimen Class A Warrant Certificate  (1).

4.3     Specimen Class B Warrant Certificate  (1).

4.3     Unit Warrant Agreement  (1).

21.     Subsidiaries of Registrant.  (3).

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

     (2)     Incorporated by reference to Registrant's Registration on Form
8-A, filed April 10, 1997.

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





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 and Chief Operating Officer
Date:  September 19, 2002



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, Treasurer, Principal   September 19, 2002
Craig Litchin                Principal Financial Officer,
                             Principal Accounting Officer

By:/s/Nicholas Litchin       Director                        September 19, 2002

Nicholas Litchin

By:/s/George McGill          Vice President, Secretary       September 19, 2002

George McGill

By:/s/Walter G. Fuller       Chief Executive Officer,        September 19, 2002
                             Chairman of the Board,
Walter G. Fuller             Director

By:/s/Bradford Morrow        Director                        September 19, 2002

Bradford Morrow

By:/s/Christopher M. Welch   Director                         September 19, 2002

Christopher M. Welch






Index to Financial Statements

                                                                   Page


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

         Balance Sheet                                            F-2

         Statements of Operations                                 F-3

         Statement of Stockholder's Equity                        F-4

         Statements of Cash Flows                                 F-5

         Notes to Financial Statements                      F-6 through F-14



          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


We have audited the accompanying balance sheet of Intellectual
Technology, Inc. as of December 31, 2001, and the related statements
of operations, stockholders' equity, and cash flows for each of the
years ended December 31, 2001 and 2000.  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, 2001, and the results of its
operations, cash flows, and changes in stockholders' equity for
each of the years ended December 31, 2001 and 2000 in conformity with
accounting principles generally accepted in the United States of America.


Denver, Colorado
February 28, 2002

                                                   /s/ Comiskey & Company
                                                   PROFESSIONAL CORPORATION



                            Intellectual Technology, Inc.
                                   BALANCE SHEET
                                December 31, 2001


   ASSETS
Current Assets
   Cash and cash equivalents                                    $  206,034
   Accounts receivable                                             417,175
   Inventory                                                       734,331
   Deferred income tax benefits                                     14,294
   Prepaid income taxes                                             68,404
   Prepaid expenses                                                110,176
                                                                ----------

      Total current assets                                       1,550,414

Property & Equipment
   Contract equipment                                            7,209,618
   Non-contract equipment - office, warehouse equipment,
     furniture and vehicles                                         75,011
                                                                ----------
                                                                 7,284,629
   Less: Accumulated depreciation                                5,912,288
                                                                ----------

                                                                 1,372,341

Other Assets
   Patents, trademark, and loan fee, net of accumulated
      amortization of $708,477                                      64,450
   Deferred income tax benefits, net of current portion             16,245
   Due from related party, net of allowance for doubtful
      account of $31,887                                                 -
   Deposits                                                          4,521
                                                                ----------

      Total assets                                              $3,007,971
                                                                ==========

   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                             $  392,580
   Accrued expenses and interest                                    50,144
   Income taxes payable                                              1,557
   Accrued loss reserve                                             22,000
   Notes payable                                                   174,795
   Lines of credit                                                 214,600
   Due to related party                                             11,335
                                                                ----------

      Total current liabilities                                    867,011

Other Liabilities
   Long-term debt, net of current portion                          263,078
   Accrued loss, net of current portion                             28,000
   Due to related party - long term                                123,947
                                                                ----------

                                                                   415,025
                                                                ----------

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,  9,842,680shares issued and outstanding               98
   Additional paid-in capital                                    1,154,452
   Accumulated deficit                                             571,385
                                                                ----------

                                                                 1,725,935
                                                                ----------

      Total liabilities and stockholders' equity                $3,007,971
                                                                ==========


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

<page>
                        Intellectual Technology, Inc.
                          STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2001 and 2000

                                                      2001         2000
                                              ------------   ------------
REVENUES
   Registration decals income                 $  4,695,304   $  5,995,799
   Other revenue                                   148,061        166,300
                                              ------------   ------------

      Total revenues                             4,843,365      6,162,099

COST OF REVENUES
   Depreciation and
      Amortization - contract costs                416,667        969,005
   Insurance                                        18,870         19,290
   Maintenance                                     935,359      1,089,729
   Materials                                     1,170,187      1,184,806
   Cost of other revenue                            98,435         64,782
   Other contract expenses                         193,408              -
   Impairment loss - equipment parts                92,699              -
   Provision (credit) for contract losses         (266,263)       390,233
   Property taxes                                   40,410          2,573
                                                  ----------   ----------

 Total cost of revenues                          2,699,782      3,720,418
                                                ----------     ----------

   Gross profit                                  2,143,583      2,441,681

OPERATING EXPENSES
   Depreciation                                     13,818         12,979
   Amortization of patent                           61,620        246,478
   Selling, general
    & administrative expenses                    1,167,886      1,109,239
   Research & development                           96,013        243,546
                                                  ----------   ----------

                                                 1,339,337      1,612,242
                                                  ----------   ----------

      Income from operations                       804,246        829,469

OTHER INCOME (EXPENSE)
   Interest income                                  20,282         44,165
   Loss on uncollectible advance to affiliate      (31,887)             -
   Interest expense                                (84,724)      (200,555)
                                                  ----------   ----------

      Income before income taxes                   707,917        673,049

   Income tax expense                              267,651        217,667
                                                  ----------   ----------

   NET INCOME                                   $  440,266     $  455,382
                                                  ==========   ==========


   Income per share: (Basic)                     $      0.04  $      0.05
                                                  ==========   ==========
   Income per share: (Diluted)                   $      0.04  $      0.05
                                                  ==========   ==========

      Weighted average number
        of shares outstanding (Basic)              9,842,680   10,000,000
                                                  ==========   ==========

      Weighted average number
        of shares outstanding (Diluted)            9,919,246   10,009,681
                                                  ==========   ==========

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

                              Intellectual Technology, Inc.
                           STATEMENT OF STOCKHOLDERS' EQUITY
                     For the years ended December 31, 2001 and 2000


                   Common Stock     Additional
               -----------------                   Retained earnings
              Number                paid-in        (Accumulated
              of shares   Amount    capital        deficit)       Totals
              ---------   -----   -----------   ------------    -------------

Balances as
  of January
  1, 2000    10,000,000  $ 100   $ 1,186,250   $   (324,263)     $  862,087

Net income          -      -             -          455,382         455,382
             ----------  -----   -----------   ------------    ------------

Balances as
  of December
  31, 2000   10,000,000    100     1,186,250        131,119       1,317,469

Stock redeemed
  for cash during
 year          (157,320)    (2)      (31,798)           -           (31,800)

Net income          -      -             -          440,266         440,266
             ----------  -----   -----------   ------------    ------------

Balances as
  of December
  31, 2001    9,842,680  $  98   $ 1,154,452   $    571,385    $  1,725,935
             ==========  =====   ===========   ============    =============

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

<page>

                               Intellectual Technology, Inc.
                                 STATEMENTS OF CASH FLOWS
                      For the years ended December 31, 2001 and 2000


                                                  2001            2000
                                               ------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                    $   440,266     $   455,382
Adjustments to reconcile net income to net
   cash flows from operating activities:
    Amortization of loan fees                      10,798          46,784
    Depreciation and amortization                 492,115       1,228,462
    Deferred income taxes                         142,461          10,000
    Increase (decrease) in loss reserves         (260,000)        310,000
    Impairment loss - equipment parts              92,699               -
    Contract equipment expensed as research,
     Development and demonstration                      -          42,500
    Loss on uncollectible advance to affiliate     31,887               -
    Other adjustments                               4,471             544
    Decrease (increase) in current assets
      Certificate of deposit                      128,677         (28,677)
      Accounts receivable                        (120,477)         60,652
      Accounts receivable - related party          13,802         (12,546)
      Inventory                                  (406,236)         23,304
      Prepaid expenses                                531         (15,869)
      Prepaid income taxes                        (44,704)        (23,700)
    Increase (decrease) in current liabilities
      Accounts payable                            199,766           4,395
      Income taxes payable                        (14,286)         15,843
      Accrued expenses and interest                 7,644         (55,357)
                                              -----------     -----------

      Net cash flows from
       operating activities                       719,414        2,061,717

CASH FLOWS FROM INVESTING ACTIVITIES
   Investment in trademark                         (1,040)              -
   Purchase of non-contract equipment              (9,241)        (26,509)
   Investment in contract costs
      and equipment                            (1,028,132)       (324,470)
                                              -----------      ----------

      Net cash flows from
        investing activities                   (1,038,413)       (350,979)

CASH FLOWS FROM FINANCING ACTIVITIES
   New borrowings                                 214,600               -
   Repayment by related party                       8,774               -
   Debt repayments                                168,218      (1,700,186)
   Redemption of common stock                      31,800               -
   Loan costs                                      14,600               -
                                              -----------      ----------

      Net cash flows from
        financing activities                        8,758      (1,700,186)
                                              -----------      ----------

NET INCREASE (DECREASE)
   IN CASH AND CASH EQUIVALENTS                  (310,241)         10,552

CASH AND CASH EQUIVALENTS, beginning of period    516,275         505,723
                                              -----------      ----------

CASH AND CASH EQUIVALENTS, end of period      $   206,034      $  516,275
                                              ===========      ==========


SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION:
   Cash paid during the year for interest     $    69,550      $  159,372
                                              ===========      ==========
   Cash paid during the year for income taxes $   192,096      $  241,640
                                              ===========      ==========


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

                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



1.    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, 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.

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.

Repairs and Maintenance
Maintenance costs are expensed as incurred.  All costs associated with
maintenance contracts are prorated over the period of the maintenance
contract.

Inventory
Inventory consists of media (paper products, 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.

Intangibles
Patent costs are capitalized, and are amortized over the remaining useful
lives of the patents, which originally had been 17 years from issue.
However, as of June 30, 2000, the lives of these patents were reduced to
16 months, which was the expected remaining useful life, as determined by
management.

Certain loan fees to obtain debt financing have been deferred and are
amortized over the length of the loan using the effective interest rate
method.

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes.  Actual results could differ
from these estimates.

                                   F-6

                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



1.    Summary of Significant Accounting Policies (continued)
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, 2001, one customer accounted for 82%, and
two other customers accounted for 16% of total revenues.

From time-to-time, the Company maintains cash balances in excess of FDIC
insured limits.  The amount of such excess at December 31, 2001 was
approximately $103,000.

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.

2.    Related Party Transactions
From April 2000 through January 2001, the Company rented office space for
$650 a month from a company whose significant ownership is also a related
party.  For the years ended December 31, 2001 and 2000, $650 and $5,949
was paid for rents and other reimbursable expenses.

The Company leased service vehicles from a company owned by a relative of
one of ITI's directors.  The lease called for monthly payments of $2,233.
During 2000, $28,136 in lease payments were made, and during December the
Company purchased the remainder of the leases for $14,089.

As of September 1999, the Company entered into an agreement with ARS, for
the purchase of a patent for $130,000 plus accrued interest.  For the
years ended December 31, 2001 and 2000, $10,616 and $14,913 of this
amount were repaid, and $9,384 and $10,087 were charged to interest
expense, respectively.  The remainder of the payable, $135,282 including
accrued interest, is due in quarterly installments of $5,000, inclusive
of interest of 6.61%.

During 1999, the Company advanced $28,285 to a related party.  The amount
due including $3,602 including imputed interest is estimated to be
uncollectible and has been recorded as a "loss on uncollectible advance
to affiliate."  For the years ended December 31, 2001 and 2000, the
Company recorded imputed interest income of $1,518 and $1,446,
respectively.

                                   F-7

                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



3.    Notes Payable and Long-term Debt
The Company is obligated under the following notes at December 31, 2001:

                                          Short-term           Long-term

10.4% Installment notes, secured by
certain contract equipment and the assignment
of certain accounts receivable.  Principal
and interest are payable in monthly
installments of $17,680.
Matures April 2004.                    $    174,795            $    263,078

Scheduled note maturities on debt over the next five years and in the
aggregate are as follows:

                                        For the year ended
                                           December 31,           Amount

                                            2002            $    174,795
                                            2003                 193,865
                                            2004                  69,213
                                        Thereafter                     -

Under the Company's current financing arrangement, receivables from one
contract have been assigned to the note holder.  The amount of monthly
billing from the contract is remitted directly to the note holder.

4.    Lines-of-Credit
The Company has available a $300,000 line-of-credit with a bank secured
by accounts receivable, equipment and general intangibles.  The line
bears interest at Prime plus two-percent (with a minimum interest rate of
7%) and Matures in December 2002.  The balance on this line at December
31, 2001 was $206,300.

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 two-percent (with a minimum interest rate of
7%).  This line-of-credit requires interest only payments through June
2002, at which time, any unpaid balance will convert to a three-year
installment loan.  The balance at December 31, 2001 was $8,300.

5.    Leases
As of December 31, 2001, the Company leases for its own use office space
under non-cancelable operating leases expiring in the years 2000 to 2002.
Effective March 2002, the Company entered into a new office lease
expiring in February 2007.

                                   F-8

                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



5.    Leases (continued)
Future minimum lease payments on non-cancelable operating leases over the
next five years are as follows:

                                    For the year ended
                                       December 31,               Amount

                                        2002                    $    65,763
                                        2003                         57,900
                                        2004                         59,700
                                        2005                         61,000
                                        2006                         63,200
                                    Thereafter                       10,600

Rent expense for the years ended December 31, 2001and 2000 was $82,076
and $75,481, respectively, net of sublease income of $6,710 for 2001 and
$25,474 for 2000.

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

                                                  2001              2000

    Current federal income tax expense    $    116,154        $    155,000
    State and local income taxes currently
        paid or payable                         25,298              52,667
    Flow through credits and other             (12,279)                  -
    Deferred tax increase                      138,478              10,000


            Income tax expense             $    267,651       $    217,667

The Company has $115,000 in unamortized startup costs deductible for
income tax purposes in 2001 and $50,000 of projected contract losses
deductible for income tax purposes in 2002, 2003, and 2004.  The Company
also has approximately $43,000 in California Credits for Increasing
Research Activities available to offset future California taxable income
and related tax.  The following are the components of the Company's
deferred tax assets and liabilities:

                                                  2001              2000

    Unamortized startup costs                 $       -        $    43,000
    Projected losses, depreciation
        allowances and miscellaneous             18,539            118,000
    Research and development credits             43,000             39,000
    Valuation allowance                         (31,000)           (27,000)

    Total deferred tax assets                  $ 30,539        $   173,000

    Deferred tax liabilities                   $      -        $         -

                                   F-9


                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



6.    Income Taxes (continued)
Reconciliation between statutory federal income tax rate and the
effective income tax rates based on income before income taxes and
extraordinary items:

                                                  2001              2000

  Statutory federal income tax rate                34.0%             34.0%
  Federal income tax credits and
      other adjustments                             0.9%            (9.5)%

  State income taxes, net of federal tax benefit    2.9%             7.8%

        Effective income tax rates                  37.8%            32.3%

7.    Stockholders' Equity
Preferred Stock
At December 31, 2001, 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, 2001, a total of 20,000,000 shares of $0.00001 par value
common stock were authorized, and 9,842,680 were issued and outstanding.

Warrants
The Company has outstanding warrants to purchase common shares as
follows:

           Number            Type           Exercise        Expiration
        of Warrants        of Warrant        Price             Date

         200,000            Class A         $12.50/share      4/17/02
         200,000            Class B         $12.50/share      4/17/02

The warrants are callable at $0.0001 by the Board of Directors with 30
days written notice.  The warrants may only be exercised with a current
registration statement in effect.

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
operations of Image Technology, Inc. prior to the acquisition and the
operations of Intellectual Technology, Inc. and Image Technology, Inc. on
a consolidated basis subsequent to the transaction.

Stock Options
In a transaction more fully described in Note 9, the Company issued
1,567,500 stock options to purchase shares of stock in the Company at
$0.38 and $0.18 per share.

                                   F-10


                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



7.    Stockholder' Equity (continued)
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, 2001, the Company's financial statements
do not contain any changes in equity that are required to be reported
separately in comprehensive income.

8.    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 incentive stock options and non-statutory stock
options.  This pool of share 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,
2001, 5,000 non-qualified options issued under the 1999 Plan remain
outstanding, 170,000 incentive stock options were forfeited and the
remaining 1,350,000 incentive stock options outstanding as of December
31, 1999 have been voluntarily relinquished and reissued with
substantially the same exercise features under the 2000 Plan.

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

                                    Weighted                        Weighted
                    Shares           Average                        Average
                    Under           Exercise        Options         Exercise
                    Option            Price       Exercisable        Price

December 31, 1999  1,525,000        $    0.38        600,000        $  0.38

Options granted      527,500             0.18              -           0.18
Previous options vesting   -             0.38        377,500           0.38
Options forfeited   (170,000)            0.38              -           0.38
Options exercised          -                -              -              -

Options outstanding as of
December 31, 2000  1,882,500        $    0.32        977,500        $  0.38

Options granted            -                -              -              -
Previous options vesting   -             0.38        442,500           0.38
Options forfeited          -             0.34              -           0.38
Options exercised          -                -              -              -

Options outstanding as of
 December 31, 2001  1,882,500       $    0.32       1,420,000       $  0.38

Options have exercise prices of $0.38 and $0.18 per share.

                                   F-11

                        Intellectual Technology, Inc.
                        NOTES TO FINANCIAL STATEMENTS
                             December 31, 2001



8.    Stock Option Plan (continued)
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, 2001

        1,420,000            Immediately        1,420,000
          462,500              1 year                -
                -              2 years               -

        1,882,500                               1,420,000

Pro Forma Disclosure
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:

                             2001                      2000
                    As            Pro             As          Pro
                Reported         Forma         Reported       Forma

Net income    $  440,266     $  440,266        $  455,389  $  400,506

Net income
   per share  $    0.04      $    0.04        $    0.05    $    0.04

The average fair value of options granted during fiscal 2000 was $0.0558,
no options were granted or modified in 2001.  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 for fiscal 2000; expected life of 602 days
for the year ended December 31, 2000; dividend yield percentage of 0%;
and volatility of 279% for the year ended December 31, 2000.

9.    Reclassification of Prior Year Amounts
Certain items on the statements of operations, and statements of cash
flows have been reclassified to conform to current year classification.
This reclassification has no effect on previously reported income.

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