PROSPECTUS
Investment Technology, Incorporated
12,000,000 Shares Of Common Stock
This prospectus relates to the offer
and sale by Investment Technology, Incorporated,
a Nevada corporation ("Investment Technology"),
of shares of its no par value per
share common stock to certain employees,
officers, directors and consultants
(the "consultants") pursuant to certain
consulting agreements and the 2002
Non-Qualified
Stock Compensation Plan (the "Stock Plan").
Pursuant to the Stock Plan consulting
agreements, in payment for services rendered,
 Investment Technology is registering
hereunder and then issuing, upon receipt of adequate
 consideration therefore, to the
consultants and persons covered by the Stock Plan,
 12,000,000 shares of common stock.
The common stock is not subject to any
restriction on transferability. Recipients of
shares other than persons who are "affiliates" of
 Investment Technology within the
meaning of the Securities Act of 1933
(the "Act") may sell all or part of the shares in
any way permitted by law, including sales
in the over-the-counter market at prices
prevailing at the time of such sale. Investment
 Technology is registering no shares hereunder
for affiliates of the company. An affiliate is
 summarily, any director, executive officer or
controlling shareholder of Investment Technology
 or anyone of its subsidiaries. An
"affiliate" of Investment Technology is subject
 to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
.. If a consultant who is
not now an "affiliate" becomes an "affiliate" of
 Investment Technology in the future,
he/she would then be subject to Section 16(b) of
 the Exchange Act. The common
stock is traded on the OTC Bulletin Board under
the symbol "INZS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is April 9, 20002

This prospectus is part of a registration
statement which was filed and became
effective under the Securities Act of 1933,
as amended (the "Securities Act"),
and does not contain all of the information
set forth in the registration statement,
certain portions of which have been omitted
pursuant to the rules and regulations
promulgated by the U.S. Securities and
Exchange Commission (the "Commission")
under the Securities Act. The statements
 in this prospectus as to the contents of
 any
contracts or other documents filed as
an exhibit to either the registration
statement
or other filings by Investment Technology
 with the Commission are qualified in their
entirety by the reference thereto.
A copy of any document or part thereof
incorporated by reference in this prospectus
but not delivered herewith will be furnished
 without charge upon written or oral request.
Requests should be addressed to: Investment
Technology, Incorporated, 5235 Island
Chain Road  Las Vegas, NV 89118.  Investment
 Technology's telephone number is
(702) 248-1118.
Investment Technology is subject to the reporting
 requirements of the Exchange
Act and in accordance therewith files reports and
other information with the Commission.
These reports, as well as the proxy statements,
 information statements and other
information filed by Investment Technology under
the Exchange Act may be inspected
and copied at the public reference facilities
maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information
or to make any representation,
other than those contained in this prospectus, and, if
given or made, such other information
or representation must not be relied upon as having
been authorized by Investment
Technology. This prospectus does not constitute an
offer or a solicitation by anyone in
any state in which such is not authorized or in which
the person making such is not qualified
or to any person to whom it is unlawful to make an
offer or solicitation.
Neither the delivery of this prospectus nor any sale
made hereunder shall, under any
circumstances, create any implication that there has
not been a change in the affairs
of Investment Technology since the date hereof.

TABLE OF CONTENTS


INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS..........................6

Item 1.  The Plan
Information.................................................6
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT............................7
Item 3.  Incorporation of Documents by Reference..............................7

Item 4.  Description of Securities............................................8

Item 5.  Interests of Named Experts and Counsel...............................8

Item 6.  Indemnification of Officers, Directors, Employees
           and Agents; Insurance..............................................8

Item 7.  Exemption from Registration Claimed..................................9

Item 8.  Exhibits.............................................................9

Item 9.  Undertakings.........................................................9

SIGNATURES...................................................................12
EXHIBIT INDEX................................................................13

PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
Investment Technology has its principal executive
offices at 5235 Island Chain Road
Las Vegas, NV 89118. Investment Technology's telephone
number is (702) 248-1118.
PURPOSE
Investment Technology will issue common stock to
certain consultants pursuant to consulting
 agreements entered into between these consultants and
Investment Technology, and the
 Stock Plan, which have been approved by the Board of
Directors of Investment Technology.
 The agreements and the Stock Plan are intended to
provide a method whereby Investment
 Technology may be stimulated by the personal
involvement of the consultants in Investment
 Technology' future prosperity, thereby advancing the
interests of Investment Technology, and
all of its shareholders. A copy of the Stock Plan has
been filed as an exhibit to this registration
 statement.
COMMON STOCK
The Board has authorized the issuance of up to
12,000,000 shares of the common stock to
the persons covered by the Stock Plan upon
effectiveness of this registration statement.
THE CONSULTANTS
The consultants have agreed to provide their expertise
and advice to Investment
Technology for the purposes set forth in the consulting
agreements.
NO RESTRICTIONS ON TRANSFER
The consultants will become the record and beneficial
owners of the shares of
common stock upon issuance and delivery and are
entitled to all of the rights of
ownership, including the right to vote any shares
awarded and to receive ordinary
cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a)
of the Internal Revenue
Code. The consultants, therefore, will be required for
federal income tax purposes
to recognize compensation during the taxable year of
issuance unless the shares are
subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual
provision to the contrary, the consultants will

receive compensation taxable at ordinary rates equal to
the fair market value
of the shares on the date of receipt since there will
be no substantial risk of
forfeiture or other restrictions on transfer. If,
however, the consultants receive
shares of common stock pursuant to the exercise of an
option or options at an
exercise price below the fair market value of the
shares on the date of exercise,
the difference between the exercise price and the
fair market value of the stock
on the date of exercise will be deemed compensation for
federal income tax purposes.
The consultants are urged to consult each of their tax
advisors on this matter. Further,
if any recipient is an "affiliate," Section 16(b)
of the Exchange Act is applicable and will
affect the issue of taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient
hereunder in accordance with the
foregoing discussion will be a tax deductible
expense by Investment Technology for
federal income tax purposes in the taxable year of
Investment Technology during
which the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of Investment Technology acquires shares of
common stock hereunder, the affiliate will be
subject to Section 16(b) of the
 Exchange Act. Further, in the event that
any affiliate acquiring shares hereunder
has sold or sells any shares of common stock
in the six months preceding or
following the receipt of shares hereunder, any so
called "profit," as computed
under Section 16(b) of the Exchange Act,
would be required to be disgorged
from the recipient to Investment Technology.
Services rendered have been
recognized as valid consideration for the "purchase"
of shares in connection
with the "profit" computation under Section
16(b) of the Exchange Act. Investment
Technology has agreed that for the purpose of any "profit"
computation under
16(b), the price paid for the common stock
issued to affiliates is equal to the value
of services rendered. Shares of common stock
acquired hereunder by persons other
than affiliates are not subject to Section
16(b) of the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Investment Technology, Incorporated, a Nevada
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Form 10-QSB filed with the Securities and Exchange
Commission on August 14, 2001
(b) The Company's Form 10-QSB/A filed with the Securities
and Exchange Commission on May 23, 2001
(c) All Reports filed with the Commission by the Company
pursuant to Section 13(a) or 15(d) of the Exchange act of 1934,
as amended (the "Exchange Act"), since the end of the
fiscal year ended December 31, 2000.
(d) The description of the Common Stock found in the Company's 10-KSB
Registration filed on October 05, 2001
under the Securities Act, including any
amendment or report filed for the purpose of updating such description.

(e) All other documents filed by the
Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
K.J. Davis, and Associates L.L.C. has rendered an opinion
on the validity of the securities being
registered. K.J. Davis, and Associates L.L.C. is not an
"affiliate" of Investment Technology.
The financial statements of Investment Technology are incorporated by
reference in this prospectus as of and for the year ended December 31, 2001
have been audited by Brad Beckstead,
Chartered Accountants, as set forth in
their report incorporated herein by reference,
and are incorporated herein in
reliance upon the authority of said firm as
experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Under Nevada law, Investment Technology may indemnify any
person, including officers and directors, who was acting at the
corporation's request, including certain securities
law violations. A true and correct copy of Sections
78.7502 and 78.751 of Nevada Revised Statutes
that addresses indemnification of officers,
directors, employees and agents is
attached hereto as Exhibit 99.1.
In addition, Investment Technology's Articles
of Incorporation and Bylaws provide
that a director of this corporation shall
not be personally liable to the corporation or
its stockholders for monetary damages due to
breach of fiduciary duty as a director
except for liability (a) for acts or omissions
not in good faith which involve intentional
misconduct, fraud or a knowing violation of law.
The effect of these provisions may be
to eliminate the rights of Investment
Technology and its stockholders (through
stockholders' derivative suit on
behalf of Investment Technology) to recover monetary damages against a
director for breach of fiduciary duty as a director
(including breaches resulting from negligent or grossly
negligent behavior) except in the situations described
in the preceding paragraph.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933
MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES

AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION
IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed
as part of this registration statement
pursuant to Item 601 of the Regulation S-K
and are specifically incorporated herein by this reference:
Exhibit No.  Title
     -----------  --------------------------------------------------------------

     5.1          Legal opinion of K.J. Davis, and Associates L.L.C.

     10.1         2002 Non-Qualified Stock Compensation Plan

     23.1         Consent of K.J. Davis, and Associates L.L.C.

     23.2         Consent of Brad Beckstead, Chartered Account

99.1 Nevada Law regarding Indemnification
		Sections 78.7502 & 78.751 N.R.S.


ITEM 9.           UNDERTAKINGS.

The undersigned registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made,
a post-effective
 amendment to this registration statement to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the information
set forth in the registration statement;
(iii) include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement
or any material change to such information
in this registration statement.

Provided, however, that paragraphs (1)(i)
and (1)(ii) shall not apply
if the information required to be included
in a post-effective amendment
by those paragraph is incorporated by
reference from periodic reports filed
by the registrant pursuant to section
13 or section 15(d) of the Securities
Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining
any liability pursuant to the Securities Act,
each such post-effective amendment
shall be deemed to be a new registration
statement relating to the securities
offered therein, and the offering of such
securities offered at that time
shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered
with the prospectus, to each person
to whom the prospectus is sent or given,
the latest annual report to security holders
that is incorporated by reference in the
prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial
information require to be presented by
Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the
prospectus is sent or given, the latest quarterly
report that is specifically incorporated
by reference in the prospectus to provide such
interim financial information.
(5) Insofar as indemnification for
liabilities arising under the Securities Act may
be permitted to directors, officers and
controlling persons of registrant pursuant
to the foregoing provisions, or otherwise,
registrant has been advised that in the
opinion of the Securities and Exchange Commission
such indemnification is against
public policy as expressed in the Securities
Act and is therefore, unenforceable. In
the event that a claim for indemnification
against such liabilities (other than the payment
by registrant of expenses incurred or
paid by a director, officer or controlling person
of registrant in the successful defense
of any action, suit or proceeding) is asserted by
such director, officer or controlling
person in connection with the securities being registered,
registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
The undersigned hereby undertakes that,
for purposes of determining any liability
under the Securities Act of 1933,
each filing of registrant's annual report pursuant
to Section 13(a) of the Securities
Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to


Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by
reference in the registration statement
shall be deemed to be a new registration
statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies
it has reasonable grounds to believe that it
meets all of the requirements for filing on
Form S-8 and has duly caused this registration
statement to be signed on its behalf
by the undersigned thereunto duly authorized
in the Las Vegas, State of Nevada, on April 9, 2002.
INVESTMENT TECHNOLOGY, INCORPORATED
(Registrant)
/s/ Thomas Vidmar
-----------------
Thomas Vidmar
President
Pursuant to the requirements of the Securities Act of 1933, this registration
 statement has been signed by the following persons
in the capacities and on the date indicated.
SIGNATURES                      TITLE                              DATE
--------------------------------------------------------------------------------

/s/ Thomas Vidmar         President, Chief Financial             April 9, 20002
-----------------         Officer, Secretary & Director
Thomas Vidmar


INDEX TO EXHIBITS
Exhibit No.  Title
-----------  -------------------------------------------------------------------

5.1          Legal opinion of K.J. Davis, and Associates L.L.C.

10.1         2001 Non-Qualified Stock Compensation Plan

23.1         Consent of K.J. Davis, and Associates L.L.C.

23.2         Consent of Brad Beckstead, Chartered Accountants

99.1 	Nevada Law regarding Indemnification Sections
		78.7502 & 78.751 N.R.S.
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PROSPECTUS
Investment Technology, Incorporated
12,000,000 Shares Of Common Stock
This prospectus relates to the offer
and sale by Investment Technology, Incorporated,
a Nevada corporation ("Investment Technology"),
of shares of its no par value per
share common stock to certain employees,
officers, directors and consultants
(the "consultants") pursuant to certain
consulting agreements and the 2002
Non-Qualified
Stock Compensation Plan (the "Stock Plan").
Pursuant to the Stock Plan consulting
agreements, in payment for services rendered,
 Investment Technology is registering
hereunder and then issuing, upon receipt of adequate
 consideration therefore, to the
consultants and persons covered by the Stock Plan,
 12,000,000 shares of common stock.
The common stock is not subject to any
restriction on transferability. Recipients of
shares other than persons who are "affiliates" of
 Investment Technology within the
meaning of the Securities Act of 1933
(the "Act") may sell all or part of the shares in
any way permitted by law, including sales
in the over-the-counter market at prices
prevailing at the time of such sale. Investment
 Technology is registering no shares hereunder
for affiliates of the company. An affiliate is
 summarily, any director, executive officer or
controlling shareholder of Investment Technology
 or anyone of its subsidiaries. An
"affiliate" of Investment Technology is subject
 to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
.. If a consultant who is
not now an "affiliate" becomes an "affiliate" of
 Investment Technology in the future,
he/she would then be subject to Section 16(b) of
 the Exchange Act. The common
stock is traded on the OTC Bulletin Board under
the symbol "INZS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is April 9, 20002

This prospectus is part of a registration
statement which was filed and became
effective under the Securities Act of 1933,
as amended (the "Securities Act"),
and does not contain all of the information
set forth in the registration statement,
certain portions of which have been omitted
pursuant to the rules and regulations
promulgated by the U.S. Securities and
Exchange Commission (the "Commission")
under the Securities Act. The statements
 in this prospectus as to the contents of
 any
contracts or other documents filed as
an exhibit to either the registration
statement
or other filings by Investment Technology
 with the Commission are qualified in their
entirety by the reference thereto.
A copy of any document or part thereof
incorporated by reference in this prospectus
but not delivered herewith will be furnished
 without charge upon written or oral request.
Requests should be addressed to: Investment
Technology, Incorporated, 5235 Island
Chain Road  Las Vegas, NV 89118.  Investment
 Technology's telephone number is
(702) 248-1118.
Investment Technology is subject to the reporting
 requirements of the Exchange
Act and in accordance therewith files reports and
other information with the Commission.
These reports, as well as the proxy statements,
 information statements and other
information filed by Investment Technology under
the Exchange Act may be inspected
and copied at the public reference facilities
maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information
or to make any representation,
other than those contained in this prospectus, and, if
given or made, such other information
or representation must not be relied upon as having
been authorized by Investment
Technology. This prospectus does not constitute an
offer or a solicitation by anyone in
any state in which such is not authorized or in which
the person making such is not qualified
or to any person to whom it is unlawful to make an
offer or solicitation.
Neither the delivery of this prospectus nor any sale
made hereunder shall, under any
circumstances, create any implication that there has
not been a change in the affairs
of Investment Technology since the date hereof.

TABLE OF CONTENTS

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS..........................6

Item 1.  The Plan
Information.................................................6
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT............................7
Item 3.  Incorporation of Documents by Reference..............................7

Item 4.  Description of Securities............................................8

Item 5.  Interests of Named Experts and Counsel...............................8

Item 6.  Indemnification of Officers, Directors, Employees
           and Agents; Insurance..............................................8

Item 7.  Exemption from Registration Claimed..................................9

Item 8.  Exhibits.............................................................9

Item 9.  Undertakings.........................................................9

SIGNATURES...................................................................12
EXHIBIT INDEX................................................................13

PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
Investment Technology has its principal executive
offices at 5235 Island Chain Road
Las Vegas, NV 89118. Investment Technology's telephone
number is (702) 248-1118.
PURPOSE
Investment Technology will issue common stock to
certain consultants pursuant to consulting
 agreements entered into between these consultants and
Investment Technology, and the
 Stock Plan, which have been approved by the Board of
Directors of Investment Technology.
 The agreements and the Stock Plan are intended to
provide a method whereby Investment
 Technology may be stimulated by the personal
involvement of the consultants in Investment
 Technology' future prosperity, thereby advancing the
interests of Investment Technology, and
all of its shareholders. A copy of the Stock Plan has
been filed as an exhibit to this registration
 statement.
COMMON STOCK
The Board has authorized the issuance of up to
12,000,000 shares of the common stock to
the persons covered by the Stock Plan upon
effectiveness of this registration statement.
THE CONSULTANTS
The consultants have agreed to provide their expertise
and advice to Investment
Technology for the purposes set forth in the consulting
agreements.
NO RESTRICTIONS ON TRANSFER
The consultants will become the record and beneficial
owners of the shares of
common stock upon issuance and delivery and are
entitled to all of the rights of
ownership, including the right to vote any shares
awarded and to receive ordinary
cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a)
of the Internal Revenue
Code. The consultants, therefore, will be required for
federal income tax purposes
to recognize compensation during the taxable year of
issuance unless the shares are
subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual
provision to the contrary, the consultants will

receive compensation taxable at ordinary rates equal to
the fair market value
of the shares on the date of receipt since there will
be no substantial risk of
forfeiture or other restrictions on transfer. If,
however, the consultants receive
shares of common stock pursuant to the exercise of an
option or options at an
exercise price below the fair market value of the
shares on the date of exercise,
the difference between the exercise price and the
fair market value of the stock
on the date of exercise will be deemed compensation for
federal income tax purposes.
The consultants are urged to consult each of their tax
advisors on this matter. Further,
if any recipient is an "affiliate," Section 16(b)
of the Exchange Act is applicable and will
affect the issue of taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient
hereunder in accordance with the
foregoing discussion will be a tax deductible
expense by Investment Technology for
federal income tax purposes in the taxable year of
Investment Technology during
which the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of Investment Technology acquires shares of
common stock hereunder, the affiliate will be
subject to Section 16(b) of the
 Exchange Act. Further, in the event that
any affiliate acquiring shares hereunder
has sold or sells any shares of common stock
in the six months preceding or
following the receipt of shares hereunder, any so
called "profit," as computed
under Section 16(b) of the Exchange Act,
would be required to be disgorged
from the recipient to Investment Technology.
Services rendered have been
recognized as valid consideration for the "purchase"
of shares in connection
with the "profit" computation under Section
16(b) of the Exchange Act. Investment
Technology has agreed that for the purpose of any "profit"
computation under
16(b), the price paid for the common stock
issued to affiliates is equal to the value
of services rendered. Shares of common stock
acquired hereunder by persons other
than affiliates are not subject to Section
16(b) of the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Investment Technology, Incorporated, a Nevada
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Form 10-QSB filed with the Securities and Exchange
Commission on August 14, 2001
(b) The Company's Form 10-QSB/A filed with the Securities
and Exchange Commission on May 23, 2001
(c) All Reports filed with the Commission by the Company
pursuant to Section 13(a) or 15(d) of the Exchange act of 1934,
as amended (the "Exchange Act"), since the end of the
fiscal year ended December 31, 2000.
(d) The description of the Common Stock found in the Company's 10-KSB
Registration filed on October 05, 2001
under the Securities Act, including any
amendment or report filed for the purpose of updating such description.

(e) All other documents filed by the
Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
K.J. Davis, and Associates L.L.C. has rendered an opinion
on the validity of the securities being
registered. K.J. Davis, and Associates L.L.C. is not an
"affiliate" of Investment Technology.
The financial statements of Investment Technology are incorporated by
reference in this prospectus as of and for the year ended December 31, 2001
have been audited by Brad Beckstead,
Chartered Accountants, as set forth in
their report incorporated herein by reference,
and are incorporated herein in
reliance upon the authority of said firm as
experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Under Nevada law, Investment Technology may indemnify any
person, including officers and directors, who was acting at the
corporation's request, including certain securities
law violations. A true and correct copy of Sections
78.7502 and 78.751 of Nevada Revised Statutes
that addresses indemnification of officers,
directors, employees and agents is
attached hereto as Exhibit 99.1.
In addition, Investment Technology's Articles
of Incorporation and Bylaws provide
that a director of this corporation shall
not be personally liable to the corporation or
its stockholders for monetary damages due to
breach of fiduciary duty as a director
except for liability (a) for acts or omissions
not in good faith which involve intentional
misconduct, fraud or a knowing violation of law.
The effect of these provisions may be
to eliminate the rights of Investment
Technology and its stockholders (through
stockholders' derivative suit on
behalf of Investment Technology) to recover monetary damages against a
director for breach of fiduciary duty as a director
(including breaches resulting from negligent or grossly
negligent behavior) except in the situations described
in the preceding paragraph.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933
MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES

AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION
IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed
as part of this registration statement
pursuant to Item 601 of the Regulation S-K
and are specifically incorporated herein by this reference:
Exhibit No.  Title
     -----------  --------------------------------------------------------------

     5.1          Legal opinion of K.J. Davis, and Associates L.L.C.

     10.1         2002 Non-Qualified Stock Compensation Plan

     23.1         Consent of K.J. Davis, and Associates L.L.C.

     23.2         Consent of Brad Beckstead, Chartered Account

99.1 Nevada Law regarding Indemnification
		Sections 78.7502 & 78.751 N.R.S.

ITEM 9.           UNDERTAKINGS.

The undersigned registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made,
a post-effective
 amendment to this registration statement to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the information
set forth in the registration statement;
(iii) include any material information
with respect to the plan of distribution not previously
disclosed in this registration statement
or any material change to such information
in this registration statement.

Provided, however, that paragraphs (1)(i)
and (1)(ii) shall not apply
if the information required to be included
in a post-effective amendment
by those paragraph is incorporated by
reference from periodic reports filed
by the registrant pursuant to section
13 or section 15(d) of the Securities
Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining
any liability pursuant to the Securities Act,
each such post-effective amendment
shall be deemed to be a new registration
statement relating to the securities
offered therein, and the offering of such
securities offered at that time
shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered
with the prospectus, to each person
to whom the prospectus is sent or given,
the latest annual report to security holders
that is incorporated by reference in the
prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial
information require to be presented by
Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the
prospectus is sent or given, the latest quarterly
report that is specifically incorporated
by reference in the prospectus to provide such
interim financial information.
(5) Insofar as indemnification for
liabilities arising under the Securities Act may
be permitted to directors, officers and
controlling persons of registrant pursuant
to the foregoing provisions, or otherwise,
registrant has been advised that in the
opinion of the Securities and Exchange Commission
such indemnification is against
public policy as expressed in the Securities
Act and is therefore, unenforceable. In
the event that a claim for indemnification
against such liabilities (other than the payment
by registrant of expenses incurred or
paid by a director, officer or controlling person
of registrant in the successful defense
of any action, suit or proceeding) is asserted by
such director, officer or controlling
person in connection with the securities being registered,
registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
The undersigned hereby undertakes that,
for purposes of determining any liability
under the Securities Act of 1933,
each filing of registrant's annual report pursuant
to Section 13(a) of the Securities
Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to

Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by
reference in the registration statement
shall be deemed to be a new registration
statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies
it has reasonable grounds to believe that it
meets all of the requirements for filing on
Form S-8 and has duly caused this registration
statement to be signed on its behalf
by the undersigned thereunto duly authorized
in the Las Vegas, State of Nevada, on April 9, 2002.
INVESTMENT TECHNOLOGY, INCORPORATED
(Registrant)
/s/ Thomas Vidmar
-----------------
Thomas Vidmar
President
Pursuant to the requirements of the Securities Act of 1933, this registration
 statement has been signed by the following persons
in the capacities and on the date indicated.
SIGNATURES                      TITLE                              DATE
--------------------------------------------------------------------------------

/s/ Thomas Vidmar         President, Chief Financial             April 9, 20002
-----------------         Officer, Secretary & Director
Thomas Vidmar

INDEX TO EXHIBITS
Exhibit No.  Title
-----------  -------------------------------------------------------------------

5.1          Legal opinion of K.J. Davis, and Associates L.L.C.

10.1         2001 Non-Qualified Stock Compensation Plan

23.1         Consent of K.J. Davis, and Associates L.L.C.

23.2         Consent of Brad Beckstead, Chartered Accountants

99.1 	Nevada Law regarding Indemnification Sections
		78.7502 & 78.751 N.R.S.