SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------

Investment Technology,Inc.
(Exact name of registrant as specified in its charter)


Nevada                              88-0431927
------                               ----------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification No.)


5235 Island Chain Road Las Vegas, NV 89118
------------------------------------------------------------------
----
(Address of principal executive offices)

Legal Services Plan
(FULL TITLE OF THE PLAN)
Rosenfeld, Goldman & Ware, Inc.
101 Marietta St.
Suite 1070
Atlanta, GA 30303
------------------------------------------------------------------
----
(Full title of the plan)


Thomas Ware, 101 Marietta St., Suite 1070, Atlanta, GA 30303
------------------------------------------------------------------
----
(Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (404)
522-1202
--------------






















                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of each class    Proposed maximum    	Proposed maximum
of securities to be    Amount to be    		offering price per
registered 		   offering      		Share
			   Registered (1)          share (2)   	price (2)    	Registration Fee
(2)(3)
    			    --------        ------------       -----------   ----------------

<S>			   >C>                   <C>        <C>                 <C>

Common stock,
no par value		   4,000,000             $ 0.02     $ 80,000           $12.60


Bona Fide estimate of maximum offering price solely for calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, based on the book value of the
registrant's common stock as of September 30, 2001, the date of the most recent financial
statements of the registrant.

</TABLE>











   		 2001 Legal Services Plan of Investment Technology,Inc
                  Cross-Reference Sheet Pursuant to Rule 404(a)


Cross-reference between items of Part I of Form S-8 and the
Section 10(a)Prospectus that will be delivered to each employee,
consultant, or director who participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus
Heading

1.       Plan Information                              Section
10(a) Prospectus



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Investment Technologies,
Incorporated, a Nevada corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference:

         1.       The Company's Form 10-QSB filed with the
Securities and Exchange Commission on August 14, 2001.

         2.       The Company's Form 10-QSB/A filed with the
Securities and Exchange Commission on May 23, 2001.

         3.       All reports filed by the Company with the
Commission pursuant 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.

         4.       The description of the Common Stock contained in
the Company's Form 10-SB Registration Statement filed on November
19, 1996 under the Securities Act, including any amendment  or
report filed for the purpose of updating such description.

Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration
Statement have been sold or that de-registers all such securities
then remaining unsold, all reports and other  documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by  reference herein and to be a part hereof from the
date of the filing of such
reports and documents.





Item 4.  Description of Securities

The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered
under Section 12 of the Exchange Act. A description of such
securities is contained in the Company's initial Form 10-SB
Registration Statement filed with the Commission on November 19,
1996, and any amendment or report filed for the purpose of
updating such description. Said description is incorporated herein
by reference. (See "Item 3. Incorporation of Documents by
Reference.")

Item 5. Interests of Named Experts and Counsel

Thomas Ware, an attorney licensed to practice law in the States of
Georgia, is named herein as having rendered an opinion on the
validity of the securities being registered herein and with
respect to legal matters concerning the registration and offering
of the securities referred to herein.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to members of the board of directors, officers,
employees, or persons controlling the Company pursuant to the
immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.

The Company's Bylaws and section 78.751 of the Nevada Revised
Statutes provide for indemnification of the Company's officers and
directors in certain situations where they might otherwise
personally incur liability, judgments, penalties, fines and
expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the
Company.

Indemnification: The Company shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the
State of Nevada, any person made, or threatened to be made, a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he
is or was a director or officer of the Company, or served any
other enterprise as director, officer or employee at the request
of the Company. The Board of Directors, in its discretion, shall
have the power on behalf of the Company to indemnify any person,
other than a director or officer, made a party to any action, suit
or proceeding by reason of the fact that he/she is or was an
employee of the Company.

Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action,
suit or proceedings) is asserted by such director, officer, or
controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issues.







The foregoing discussion of indemnification merely summarizes
certain aspects of indemnification provisions and is limited by
reference to the Sections of the Nevada Revised Statutes,
provisions of the Company's Bylaws and the Company's Articles of
Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

No restricted securities are being reoffered or resold pursuant to
this registration statement.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in
the Exhibit Index, which is found on page 6.

Item 9.  Undertakings

(a)      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 include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement.

         (2)      To treat, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment as 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.

         (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.

(b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange 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 this
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.

(c)      Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
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, the
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
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.






                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that 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 Las
Vegas, Nevada on March 7, 2002.

                    Investment Technology, Inc.


                    By:    /s/ Thomas D. Vidmar
                        ----------------------------------------
                        Thomas D. Vidmar President/CEO & Director


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.



Signature                 Title                    Date



/s/ Thomas D. Vidmar    Director                 March 7, 2002
--------------------
Thomas D. Vidmar























                                INDEX TO EXHIBITS

Sequentially
Exhibits     SEC Ref. No.  	Description of Exhibit		Numbered Pages
--------     ------------  		---------                     -
   A	    		4.1	   	Consulting Contract of
					Rosenfeld, Goldman & Ware, Inc.		7



   B          5, 23(b)    	Opinion and consent of Counsel
                          	with respect to the legality of    		11
                          	the issuance of securities being issued

   C           23(a)       	Consent of Accountant           		12











Exhibit A

Rosenfeld, Goldman & Ware,
Inc.
 Attorneys and Investment Bankers
101 Marietta St.
Suite 1070
Atlanta, GA 30303
404-522-1202
404-522-1447 fax
rgwinc@mindspring.com
investmentbanker2001@hotmail.com

                    March 7, 2002



Investment Technology, Inc.
5235 Island Chain Road
Las Vegas, NV 89118


Engagement Letter for Professional Services for Investment Technology Inc


Gentlemen:
Enclosed you will find an engagement letter for all
services to be rendered to Investment Technology
hereinafter, (The Company)on your behalf by
Rosenfeld, Goldman & Ware, Inc., hereinafter, (the
Firm).  It is the Firm's understanding that Investment
Technology is in the Gaming industry. Pursuant to this
understanding, the services to be rendered to
Investment Technology by the Firm shall be indicative
of this business focus.  The Firm is an investment
banking company specializing in financial restructuring
and assisting various size firms in their financial
structure and assisting our client companies in the
capital formation industry.

The Firm understands that Investment Technology will
need assistance in realizing the true inherent value in
its investments.  Subsequent to this understanding, the
Firm shall perform the following services on behalf of
Investment Technology in pursuant of its business
agenda.

1. The Firm shall cause to be prepared through Jackson,
Shanklin & Sonia, LLC, a registered broker/dealer a
research report and analyst coverage for INZS for
the period of twelve (12) months from inception of
this agreement.  The research coverage shall be
comprehensive in its evaluation, shall be
distributed via a national press release service,
and shall be distributed through MW Financial
Services.
2. The Firm shall provide any and all SEC Legal Counsel
to Investment Technology on a negotiated basis.
3. Capital raising assignment shall be made on a best
efforts basis dependent upon market conditions.

4. The Firm has relations with an SEC Auditor
specializing in SEC matters for micro cap companies
that can facilitate any transaction undertaken by
INZS.

In addition to the above the firm shall provide
investment-banking services to INZS. on a negotiated
basis for assisting the company in raising funds for
operation, long-term capital structure, mergers and
acquisitions and business consulting.

The parties to this agreement Investment Technology and
the Firm shall enter into a client firm agreement this
______ day of January 2002 pursuant to the terms and
conditions listed below.




Terms of Engagement

The terms of this engagement shall be according to the
following stipulations:

1. The management of Investment Technology has
engaged the Firm to provide professional services
on its behalf in reference to financial and
legal services to Investment
Technology for which the Firm shall be compensated
in the amount of 4,000,000 free trading shares of
INZS registered on form S-8 as an initial
retainer, the firm shall cause the shares to be
registered on Form S-8 at its own expense.

Engagement Parameters

1. The Firm shall undertake to assists Investment
Technology in facilitating the long and short term
capital requirements of INZS
2. All information provides to the Firm by INZS shall
be certified by the management of INZS as
truthful, accurate and correct;
3. In the event information provided by INZS to the
Firm shall be deemed to be inaccurate, untrue or
incorrect, then the Firm reserves the option and
right to withdraw from further representation of
INZS and INZS shall indemnify and hold harmless
the Firm from any liability the Firm shall incur
as a result of acting on said information;




Compensation Structure

The Firm shall be compensated by Investment Technology
for all services rendered on its behalf according to
the following parameters:

1. Investment Technology shall reimburse the Firm for
all expenses associated with performing financial
services on its behalf including but not limited
to travel, long distance phone charges, copies,
faxing, printing, courier service, overnight
mailings, and other directly related expenses;

Client Communications

1. The Firm shall provide the management of INZS with
written reports of all activities undertaken on
its behalf on a timely basis;
2. All verbal communication directives between INZS
and the Firm shall be followed up within 24 hours
with a written document of the verbal directive
provided to the management of both firms;
acceptable forms of written communication shall be
email, fax or memo form directed to the management
contact at the receiving firm;

Miscellaneous Additions


1. Any issue not directly addressed by this agreement
shall be negotiated by Investment Technology and
the Firm prior to or during the terms of the
engagement;
2. Either party has the option to terminate any
engagement by providing the other party written
notice within 30 days prior to the termination of
services.  Upon the termination of this agreement
for cause, a full accounting shall be rendered and
all outstanding balances must be paid in full
within thirty (30) days from the date of the
accounting.
3. The laws of the State of Georgia shall govern this
agreement and if there is a dispute concerning a
material term of this agreement that dispute shall
be submitted to binding arbitration according to
the procedures of the American Arbitration
Association.







For: Rosenfeld, Goldman & Ware, Inc.
101 Marietta St., Ste. 1070
Atlanta, GA 30303

Thomas Ware, Managing Partner

By:  ________________________
		Thomas Ware

For: Investment Technology

By: _________________________




 Exhibit B

Rosenfeld, Goldman & Ware, Inc.
Attorneys at Law
101 Marietta St.
Suite 1070
Atlanta, GA




                                March 7, 2002

Board of Directors
Investment Technologies, Incorporated
C/O Thomas D. Vidmar, President
5235 Island Chain Road, Las Vegas NV 89118

To the Board of Directors of Investment Technologies, Incorporated


Investment Technologies, Incorporated, a Nevada corporation (the
"Company"), has informed me of its intention to file with the
Securities and Exchange Commission ("SEC"), on or about March 7,
 2002, a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"),
concerning the registration 4,000,000 shares (the "Shares") of the
Company's common stock, $0.001 par value ("Common Stock"),issued
pursuant to an employee benefit plan (the "Plan"). In connection
with the filing of the Registration Statement, you have requested
my opinion regarding the validity of the issuance of such Shares.

This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the
"Accord") of the ABA Section of Business Law (1991). As a
consequence, it is subject to a number of qualifications,
limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

You have represented to me that the Company is current in its
filings with the SEC, that the Company's board of directors has
authorized the filing of a Form S-8 and that the quantity of
shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares
actually issued and outstanding. Based on these representations
and to the best of my knowledge, I am of the opinion that the Form
S-8 is an available form of registration and that the Shares
issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan,
will be validly issued, fully paid and non-assessable by the
Company. This Opinion is conditioned upon the above requirements
being met.

The opinion set forth above is predicated upon and limited to the
correctness of the assumptions set forth herein and in the Accord,
and is further subject to qualifications, exceptions, and
limitations set forth below:

         A.    I expressly except from the opinion set forth
herein any opinion  or position as to whether or to what extent a
Nevada court or any other court would apply Nevada law, or the law
of any other state or jurisdiction, to any particular aspect of
the facts, circumstances and transactions that are the subject of
the opinion herein contained.




         B.    In expressing the opinion set forth herein, I have
assumed the authenticity and completeness of all corporate
documents, records and instruments provided to me by the Company
and its representatives. I have assumed the accuracy of all
statements of fact contained therein. I have assumed that all
information and representations made or provided to me by the
Company or its authorized representatives is correct and that
there are shares available to be issued pursuant to the Plan. I
have further assumed the genuineness of signatures (both manual
and conformed), the authenticity of documents submitted as
originals, the conformity to originals of all copies or faxed
copies and the correctness of all such documents.

         C.    In rendering the opinion that the shares of Common
Stock to be registered pursuant to Form S-8 and issued under the
Plan will be validly issued, fully paid and non-assessable, I
assumed that:
               (1) the Company's board of directors has exercised
good faith in establishing the value paid for the Shares; (2) all
issuances and cancellation of the Capital Stock of the Company
will be fully and accurately reflected in the Company's Stock
Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's board of directors,
to be received in exchange for each issuance of Common Stock of
the Company will have been paid in full and actually received by
the Company when the Shares are actually issued.

         D.    I expressly except from the opinion set forth
herein any opinion concerning the need for compliance by any
party, and in particular by the Company, with the provisions of
the securities laws, regulations, and/or rules of the United
States of America, the State of Nevada or any other jurisdiction
with regard to any other issue not expressly addressed herein,
which exclusion shall apply, but not be limited to, the subsequent
tradeability of the Shares on either state or Federal level.

         E.    In rendering the opinion that Form S-8 is
available, I have assumed that the Company is satisfying the
various substantive requirements of Form S-8 and I expressly
disclaim any opinion regarding the Company's compliance with such
requirements, whether they be of federal or state origin.

         F.    The opinion contained in this letter is rendered as
of the date hereof, and I undertake no and disclaim any,
obligation to advise you of any changes in or any new developments
which might affect any matters or opinions set forth herein.

This Opinion is valid only as of the signature date and may be
relied upon by you only in connection with filing of the S-8
Registration Statement. I hereby consent to its use as an exhibit
to the Registration Statement. However, this opinion may not be
used or relied upon by you or any other person for any purpose
whatsoever, except to the extent authorized in the Accord,
without, in each instance, my prior written consent. In the event
that any of the facts are different from those which have been
furnished to me and upon which I have relied, the conclusions as
set forth above cannot be relied upon.






                                   Very truly yours,


/s/ Rosenfeld, Goldman & Ware,
Rosenfeld, Goldman & Ware, Inc.
















Exhibit C

 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS






Investment Technologies, Incorporated
5235 Island Chain Road, Las Vegas 89118



Brad Beckstead
Chartered Accountants
Las Vegas NV




We do hereby consent to the use of our audit report as of and for
the years ended December 31, 2001 in the Form S-8 Registration
Statement of Investment Technologies, Incorporated Dated March 7, 2002.



/s/ Brad Beckstead "
__________________________________
BRAD BECKSTEAD"

Chartered Accountants Las Vegas, Nevada
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------

Investment Technology,Inc.
(Exact name of registrant as specified in its charter)

Nevada                              88-0431927
------                               ----------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification No.)

5235 Island Chain Road Las Vegas, NV 89118
------------------------------------------------------------------
----
(Address of principal executive offices)

Legal Services Plan
(FULL TITLE OF THE PLAN)
Rosenfeld, Goldman & Ware, Inc.
101 Marietta St.
Suite 1070
Atlanta, GA 30303
------------------------------------------------------------------
----
(Full title of the plan)

Thomas Ware, 101 Marietta St., Suite 1070, Atlanta, GA 30303
------------------------------------------------------------------
----
(Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (404)
522-1202
--------------

                        CALCULATION OF REGISTRATION FEE
Title of each class    Proposed maximum    	Proposed maximum
of securities to be    Amount to be    		offering price per
registered 		   offering      		Share
			   Registered (1)          share (2)   	price (2)    	Registration Fee
(2)(3)
    			    --------        ------------       -----------   ----------------
>C>
Common stock,
no par value		   4,000,000             $ 0.02     $ 80,000           $12.60

Bona Fide estimate of maximum offering price solely for calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, based on the book value of the
registrant's common stock as of September 30, 2001, the date of the most recent financial
statements of the registrant.
2001 Legal Services Plan of Investment Technology,Inc
                  Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the
Section 10(a)Prospectus that will be delivered to each employee,
consultant, or director who participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus
Heading

1.       Plan Information                              Section
10(a) Prospectus

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Investment Technologies,
Incorporated, a Nevada corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference:

         1.       The Company's Form 10-QSB filed with the
Securities and Exchange Commission on August 14, 2001.

         2.       The Company's Form 10-QSB/A filed with the
Securities and Exchange Commission on May 23, 2001.

         3.       All reports filed by the Company with the
Commission pursuant 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.

         4.       The description of the Common Stock contained in
the Company's Form 10-SB Registration Statement filed on November
19, 1996 under the Securities Act, including any amendment  or
report filed for the purpose of updating such description.

Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration
Statement have been sold or that de-registers all such securities
then remaining unsold, all reports and other  documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by  reference herein and to be a part hereof from the
date of the filing of such
reports and documents.

Item 4.  Description of Securities

The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered
under Section 12 of the Exchange Act. A description of such
securities is contained in the Company's initial Form 10-SB
Registration Statement filed with the Commission on November 19,
1996, and any amendment or report filed for the purpose of
updating such description. Said description is incorporated herein
by reference. (See "Item 3. Incorporation of Documents by
Reference.")

Item 5. Interests of Named Experts and Counsel

Thomas Ware, an attorney licensed to practice law in the States of
Georgia, is named herein as having rendered an opinion on the
validity of the securities being registered herein and with
respect to legal matters concerning the registration and offering
of the securities referred to herein.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to members of the board of directors, officers,
employees, or persons controlling the Company pursuant to the
immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.

The Company's Bylaws and section 78.751 of the Nevada Revised
Statutes provide for indemnification of the Company's officers and
directors in certain situations where they might otherwise
personally incur liability, judgments, penalties, fines and
expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the
Company.

Indemnification: The Company shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the
State of Nevada, any person made, or threatened to be made, a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he
is or was a director or officer of the Company, or served any
other enterprise as director, officer or employee at the request
of the Company. The Board of Directors, in its discretion, shall
have the power on behalf of the Company to indemnify any person,
other than a director or officer, made a party to any action, suit
or proceeding by reason of the fact that he/she is or was an
employee of the Company.

Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action,
suit or proceedings) is asserted by such director, officer, or
controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issues.

The foregoing discussion of indemnification merely summarizes
certain aspects of indemnification provisions and is limited by
reference to the Sections of the Nevada Revised Statutes,
provisions of the Company's Bylaws and the Company's Articles of
Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

No restricted securities are being reoffered or resold pursuant to
this registration statement.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in
the Exhibit Index, which is found on page 6.

Item 9.  Undertakings

(a)      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 include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement.

         (2)      To treat, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment as 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.

         (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.

(b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange 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 this
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.

(c)      Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
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, the
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
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that 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 Las
Vegas, Nevada on March 7, 2002.

                    Investment Technology, Inc.

                    By:    /s/ Thomas D. Vidmar
                        ----------------------------------------
                        Thomas D. Vidmar President/CEO & Director

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.

Signature                 Title                    Date

/s/ Thomas D. Vidmar    Director                 March 7, 2002
--------------------
Thomas D. Vidmar

                                INDEX TO EXHIBITS

Sequentially
Exhibits     SEC Ref. No.  	Description of Exhibit		Numbered Pages
--------     ------------  		---------                     -
   A	    		4.1	   	Consulting Contract of
					Rosenfeld, Goldman & Ware, Inc.		7

   B          5, 23(b)    	Opinion and consent of Counsel
                          	with respect to the legality of    		11
                          	the issuance of securities being issued

   C           23(a)       	Consent of Accountant           		12

Exhibit A

Rosenfeld, Goldman & Ware,
Inc.
 Attorneys and Investment Bankers
101 Marietta St.
Suite 1070
Atlanta, GA 30303
404-522-1202
404-522-1447 fax
rgwinc@mindspring.com
investmentbanker2001@hotmail.com

                    March 7, 2002

Investment Technology, Inc.
5235 Island Chain Road
Las Vegas, NV 89118

Engagement Letter for Professional Services for Investment Technology Inc

Gentlemen:
Enclosed you will find an engagement letter for all
services to be rendered to Investment Technology
hereinafter, (The Company)on your behalf by
Rosenfeld, Goldman & Ware, Inc., hereinafter, (the
Firm).  It is the Firm's understanding that Investment
Technology is in the Gaming industry. Pursuant to this
understanding, the services to be rendered to
Investment Technology by the Firm shall be indicative
of this business focus.  The Firm is an investment
banking company specializing in financial restructuring
and assisting various size firms in their financial
structure and assisting our client companies in the
capital formation industry.

The Firm understands that Investment Technology will
need assistance in realizing the true inherent value in
its investments.  Subsequent to this understanding, the
Firm shall perform the following services on behalf of
Investment Technology in pursuant of its business
agenda.

1. The Firm shall cause to be prepared through Jackson,
Shanklin & Sonia, LLC, a registered broker/dealer a
research report and analyst coverage for INZS for
the period of twelve (12) months from inception of
this agreement.  The research coverage shall be
comprehensive in its evaluation, shall be
distributed via a national press release service,
and shall be distributed through MW Financial
Services.
2. The Firm shall provide any and all SEC Legal Counsel
to Investment Technology on a negotiated basis.
3. Capital raising assignment shall be made on a best
efforts basis dependent upon market conditions.

4. The Firm has relations with an SEC Auditor
specializing in SEC matters for micro cap companies
that can facilitate any transaction undertaken by
INZS.

In addition to the above the firm shall provide
investment-banking services to INZS. on a negotiated
basis for assisting the company in raising funds for
operation, long-term capital structure, mergers and
acquisitions and business consulting.

The parties to this agreement Investment Technology and
the Firm shall enter into a client firm agreement this
______ day of January 2002 pursuant to the terms and
conditions listed below.

Terms of Engagement

The terms of this engagement shall be according to the
following stipulations:

1. The management of Investment Technology has
engaged the Firm to provide professional services
on its behalf in reference to financial and
legal services to Investment
Technology for which the Firm shall be compensated
in the amount of 4,000,000 free trading shares of
INZS registered on form S-8 as an initial
retainer, the firm shall cause the shares to be
registered on Form S-8 at its own expense.

Engagement Parameters

1. The Firm shall undertake to assists Investment
Technology in facilitating the long and short term
capital requirements of INZS
2. All information provides to the Firm by INZS shall
be certified by the management of INZS as
truthful, accurate and correct;
3. In the event information provided by INZS to the
Firm shall be deemed to be inaccurate, untrue or
incorrect, then the Firm reserves the option and
right to withdraw from further representation of
INZS and INZS shall indemnify and hold harmless
the Firm from any liability the Firm shall incur
as a result of acting on said information;

Compensation Structure

The Firm shall be compensated by Investment Technology
for all services rendered on its behalf according to
the following parameters:

1. Investment Technology shall reimburse the Firm for
all expenses associated with performing financial
services on its behalf including but not limited
to travel, long distance phone charges, copies,
faxing, printing, courier service, overnight
mailings, and other directly related expenses;

Client Communications

1. The Firm shall provide the management of INZS with
written reports of all activities undertaken on
its behalf on a timely basis;
2. All verbal communication directives between INZS
and the Firm shall be followed up within 24 hours
with a written document of the verbal directive
provided to the management of both firms;
acceptable forms of written communication shall be
email, fax or memo form directed to the management
contact at the receiving firm;

Miscellaneous Additions

1. Any issue not directly addressed by this agreement
shall be negotiated by Investment Technology and
the Firm prior to or during the terms of the
engagement;
2. Either party has the option to terminate any
engagement by providing the other party written
notice within 30 days prior to the termination of
services.  Upon the termination of this agreement
for cause, a full accounting shall be rendered and
all outstanding balances must be paid in full
within thirty (30) days from the date of the
accounting.
3. The laws of the State of Georgia shall govern this
agreement and if there is a dispute concerning a
material term of this agreement that dispute shall
be submitted to binding arbitration according to
the procedures of the American Arbitration
Association.

For: Rosenfeld, Goldman & Ware, Inc.
101 Marietta St., Ste. 1070
Atlanta, GA 30303

Thomas Ware, Managing Partner

By:  ________________________
		Thomas Ware

For: Investment Technology

By: _________________________

 Exhibit B

Rosenfeld, Goldman & Ware, Inc.
Attorneys at Law
101 Marietta St.
Suite 1070
Atlanta, GA

                                March 7, 2002

Board of Directors
Investment Technologies, Incorporated
C/O Thomas D. Vidmar, President
5235 Island Chain Road, Las Vegas NV 89118

To the Board of Directors of Investment Technologies, Incorporated

Investment Technologies, Incorporated, a Nevada corporation (the
"Company"), has informed me of its intention to file with the
Securities and Exchange Commission ("SEC"), on or about March 7,
 2002, a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"),
concerning the registration 4,000,000 shares (the "Shares") of the
Company's common stock, $0.001 par value ("Common Stock"),issued
pursuant to an employee benefit plan (the "Plan"). In connection
with the filing of the Registration Statement, you have requested
my opinion regarding the validity of the issuance of such Shares.

This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the
"Accord") of the ABA Section of Business Law (1991). As a
consequence, it is subject to a number of qualifications,
limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

You have represented to me that the Company is current in its
filings with the SEC, that the Company's board of directors has
authorized the filing of a Form S-8 and that the quantity of
shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares
actually issued and outstanding. Based on these representations
and to the best of my knowledge, I am of the opinion that the Form
S-8 is an available form of registration and that the Shares
issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan,
will be validly issued, fully paid and non-assessable by the
Company. This Opinion is conditioned upon the above requirements
being met.

The opinion set forth above is predicated upon and limited to the
correctness of the assumptions set forth herein and in the Accord,
and is further subject to qualifications, exceptions, and
limitations set forth below:

         A.    I expressly except from the opinion set forth
herein any opinion  or position as to whether or to what extent a
Nevada court or any other court would apply Nevada law, or the law
of any other state or jurisdiction, to any particular aspect of
the facts, circumstances and transactions that are the subject of
the opinion herein contained.

         B.    In expressing the opinion set forth herein, I have
assumed the authenticity and completeness of all corporate
documents, records and instruments provided to me by the Company
and its representatives. I have assumed the accuracy of all
statements of fact contained therein. I have assumed that all
information and representations made or provided to me by the
Company or its authorized representatives is correct and that
there are shares available to be issued pursuant to the Plan. I
have further assumed the genuineness of signatures (both manual
and conformed), the authenticity of documents submitted as
originals, the conformity to originals of all copies or faxed
copies and the correctness of all such documents.

         C.    In rendering the opinion that the shares of Common
Stock to be registered pursuant to Form S-8 and issued under the
Plan will be validly issued, fully paid and non-assessable, I
assumed that:
               (1) the Company's board of directors has exercised
good faith in establishing the value paid for the Shares; (2) all
issuances and cancellation of the Capital Stock of the Company
will be fully and accurately reflected in the Company's Stock
Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's board of directors,
to be received in exchange for each issuance of Common Stock of
the Company will have been paid in full and actually received by
the Company when the Shares are actually issued.

         D.    I expressly except from the opinion set forth
herein any opinion concerning the need for compliance by any
party, and in particular by the Company, with the provisions of
the securities laws, regulations, and/or rules of the United
States of America, the State of Nevada or any other jurisdiction
with regard to any other issue not expressly addressed herein,
which exclusion shall apply, but not be limited to, the subsequent
tradeability of the Shares on either state or Federal level.

         E.    In rendering the opinion that Form S-8 is
available, I have assumed that the Company is satisfying the
various substantive requirements of Form S-8 and I expressly
disclaim any opinion regarding the Company's compliance with such
requirements, whether they be of federal or state origin.

         F.    The opinion contained in this letter is rendered as
of the date hereof, and I undertake no and disclaim any,
obligation to advise you of any changes in or any new developments
which might affect any matters or opinions set forth herein.

This Opinion is valid only as of the signature date and may be
relied upon by you only in connection with filing of the S-8
Registration Statement. I hereby consent to its use as an exhibit
to the Registration Statement. However, this opinion may not be
used or relied upon by you or any other person for any purpose
whatsoever, except to the extent authorized in the Accord,
without, in each instance, my prior written consent. In the event
that any of the facts are different from those which have been
furnished to me and upon which I have relied, the conclusions as
set forth above cannot be relied upon.

                                   Very truly yours,

/s/ Rosenfeld, Goldman & Ware,
Rosenfeld, Goldman & Ware, Inc.

Exhibit C

 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Investment Technologies, Incorporated
5235 Island Chain Road, Las Vegas 89118

Brad Beckstead
Chartered Accountants
Las Vegas NV

We do hereby consent to the use of our audit report as of and for
the years ended December 31, 2001 in the Form S-8 Registration
Statement of Investment Technologies, Incorporated Dated March 7, 2002.

/s/ Brad Beckstead "
__________________________________
BRAD BECKSTEAD"

Chartered Accountants Las Vegas, Nevada