As filed with the Securities and Exchange Commission on March 18, 1999
                              File No. ___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                           I-TECH HOLDINGS GROUP, INC.
                 (Name of Small Business Issuer in its charter)

          Colorado                                             84-1379282
(State or other jurisdiction of                        (IRS Employer Ident. No.)
incorporation or organization)

               1000-789 W. Pender Street, Vancouver, B.C. V6C 1H2
              (Address of Principal Executive Offices and Zip code)

                    Issuer's telephone number: (604)331-0995

                              Consulting Agreement
                            (Full title of the plan)

                                ----------------

                                   Marcus New
                         c/o I-Tech Holdings Group, Inc.
                                1629 York Street
                             Denver, Colorado 80206
                     (Name and address of agent of service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                         Proposed          Proposed
                                          Maximum           Maximum
Title of                                 Offering          Aggregate         Amount of
Securities            Amount to be       Price Per         Offering        Registration
to be Registered       Registered          Share             Price            Fee(1)      
----------------------------------------------------------------------------------------
<S>                     <C>               <C>             <C>               <C>      
Common Stock            75,000            $6.21(1)        $465,750(1)        $129.48
(no par value)                                      
--------------                                      
Total                   75,000            $6.21           $465,750           $129.48
</TABLE>                                         

(1)  The closing price for the Registrant's Common Stock in the over-the-counter
     market on March 17, 1999 was $6.21 per share.  Pursuant  to Rule  457(h)(1)
     and (c), the registration fee was calculated on the basis of this figure.


<PAGE>

                           I-TECH HOLDINGS GROUP, INC.

                              CROSS REFERENCE SHEET
                              ---------------------

Form S-8 Number and Caption                   Caption in Prospectus

Forepart of Registration                      Facing page of Registration
Statement and Outside                         Statement and Cover Page
Cover Page                                    of Prospectus

Inside Front and Outside                      Inside Cover Page of
Back Cover Pages of                           Prospectus and Outside
Prospectus                                    Cover Page of Prospectus

Summary Information, Risk                     Not Applicable
Factors and Ratio of
Earnings to Fixed Charges

Use of Proceeds                               Not Applicable

Determination of Offering                     Not Applicable
Price

Dilution                                      Not Applicable

Selling Security Holders                      Sales by Selling Security Holder

Plan of Distribution                          Cover Page of Prospectus
                                              by Selling Security Holder

Description of Securities                     Description of Securities;
to be registered                              Professional Consulting Agreements

Interests of Named Experts                    Not Applicable
and Counsel

Material Changes                              Not Applicable

Incorporate of Certain                        Incorporation of Certain
Information by Reference                      Documents by Reference

Disclosure of Commission                      Indemnification
Position on Indemnification
of Securities Act Liabilities



<PAGE>

                                   PROSPECTUS

                           I-TECH HOLDINGS GROUP, INC.

                          75,000 Shares of Common Stock
                                 (No par value)

                     To be Issued Pursuant to the Company's
                              Consulting Agreement

     This Prospectus is part of a Registration  Statement which registers 75,000
shares of Common Stock, no par value ("Common  Stock") of I-Tech Holdings Group,
Inc. (the "Company")  which will be issued,  pursuant to a Consulting  Agreement
(the  "Agreement").  The Company  has been  advised by the  Consultant  that the
Consultant  may sell all or a portion of its shares of Common Stock from time to
time in the  over-the-counter  market in  negotiated  transactions,  directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices.

     No person has been  authorized by the Company to give any information or to
make any representation other than as contained in the Prospectus,  and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the  shares of Common  Stock  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company since the date hereof.

                                -----------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                -----------------

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

THE DATE OF THIS PROSPECTUS IS ________ __, 1999.



<PAGE>

                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports,  proxy  statements,  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission  at 450 Fifth Street,  NW.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal office at 450 Fifth Street, NW., Washington, D.C. 20549. The Company's
Common  Stock is traded the NASDAQ  Electronic  Bulletin  Board under the symbol
"IHGP".  The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the  Registration  Statement")  under the  Securities  Act of 1933, as
amended  (the  "Act"),  with respect to 75,000  shares of the  Company's  Common
Stock,  to be issued to a  Consultant  to the Company  pursuant to a  Consulting
Agreement. This Prospectus, which is Part I of the Registration Statement, omits
certain  information  contained  in  the  Registration  Statement.  For  further
information  with respect to the Company and the shares of Common Stock  offered
by this prospectus,  reference is made to the Registration Statement,  including
the exhibits  thereto.  Statements in this Prospectus as to any document are not
necessarily  complete,  and  where  any  such  document  is an  exhibit  to  the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

     The Company  incorporates by reference herein the following documents filed
with the Commission pursuant to the Exchange Act (the "34 Act"):

     1.   The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended September 30, 1998.

     2.   The Company's Annual Report on Form 10-KSB for the year ended December
          31, 1998.

     3.   Amendment No. 1 to the Company's Registration Statement on Form 10-SB,
          as amended, filed on June 29, 1998.


                                      - 2 -

<PAGE>

     4.   In addition,  all documents subsequently filed by the Company pursuant
          to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act prior to
          the  termination  of the  offering  made by this  Prospectus  shall be
          deemed to be  incorporated  by  reference  into this  Prospectus.  Any
          statement  contained  in a  document  incorporated  or  deemed  to  be
          incorporated  by  reference in this  Prospectus  shall be deemed to be
          modified or superseded  for purposes of this  Prospectus to the extent
          that  a  statement  contained  in  this  Prospectus  or in  any  other
          subsequently  filed  document  which  also  is  or  is  deemed  to  be
          incorporated by reference in this Prospectus or in a supplement hereto
          modifies or supersedes  such  statement.  Any statement so modified or
          superseded  shall not be deemed,  except as so modified or superseded,
          to constitute a part of this Prospectus.

     5.   All reports and documents filed by the Company pursuant to Section 13,
          14,  or  15(d)  of  the  Exchange  Act,  prior  to  the  filing  of  a
          post-effective  amendment which indicates that all securities  offered
          hereby  have  been  sold or  which  deregisters  all  securities  then
          remaining  unsold,  shall be deemed to be  incorporated  by  reference
          herein and to be a part hereof from the  respective  date of filing of
          such documents.  Any statement  incorporated by reference herein shall
          be deemed to be modified or superseded for purposes of this Prospectus
          to the  extent  that a  statement  contained  herein  or in any  other
          subsequently  filed  document,  which  also  is  or  is  deemed  to be
          incorporated  by  reference   herein,   modifies  or  supersedes  such
          statement.  Any statement  modified or superseded shall not be deemed,
          except  as so  modified  or  superseded,  to  constitute  part of this
          Prospectus. The Company hereby undertakes to provide without charge to
          each person,  including any  beneficial  owner,  to whom a copy of the
          Prospectus  has been  delivered,  or the  written  request of any such
          person, a copy of any and all of the documents referred to above which
          have been or may be  incorporated  by  reference  in this  Prospectus,
          other than  exhibits  to such  documents.  Written  requests  for such
          copies  should be directed to  Corporate  Secretary,  I-Tech  Holdings
          Group,  Inc.,  1629 York Street,  Denver Co.  80206,  Telephone  (303)
          436-1847.

FEDERAL INCOME TAX EFFECTS

     A person who  receives  shares of the  Company  in  exchange  for  services
rendered will recognize  taxable income on the date of the receipt of the shares
based on the fair market value of the Common Stock.

RESTRICTIONS UNDER SECURITIES LAW

     The sale of any  shares of Common  Stock  must be made in  compliance  with
federal  and state  securities  laws.  Officers,  directors  and 10% or  greater
shareholders  of the Company,  as well as certain  other persons or parties whom
may be deemed  "affiliates"  of the Company under the Federal  Securities  Laws,
should be aware that shares acquired by affiliates are subject to certain

                                      - 3 -

<PAGE>

resale limitation  imposed by Rule 144.  Officers,  directors and 10% or greater
shareholders  are also subject to the "short  swing"  profit rule under  Section
16(b) of the Securities  Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if any officer,  director or 10% and greater shareholder
sold any Common  Stock of the Company  acquired  pursuant  to the  exercise of a
stock option, he would generally be required to pay any "profits" resulting from
the sale of the stock and receipt of the stock option. Section 16(b) exempts all
warrant exercises from being treated as purchases and, instead, treats a warrant
grant as a purchase  of an  underlying  security,  which  grant/purchase  may be
matched with the sale of the underlying  security  within six months of the date
of grant.

DESCRIPTION OF SECURITIES

     The Company is currently  authorized  to issue up to  50,000,000  shares of
common  stock no par value,  and  5,000,000  shares of preferred  stock,  no par
value.  As of February 15,  1998,  there were  3,120,000  shares of common stock
issued and  outstanding.  As of the same  date,  there  were  450,000  shares of
preferred  stock  outstanding.  Subject  to the  dividend  rights of  holders of
Preferred  Stock,  if any,  holders of shares of Common  Stock are  entitled  to
share,  on a ratable  basis,  such  dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon liquidation, dissolution
or  winding  up of the  Company,  after  payment  to  creditors  and  holders of
Preferred  Stock  that may be  outstanding,  the assets of the  Company  will be
divided pro rata on a per share basis among the holders of the Common Stock.

     Each  share of Common  Stock  entitles  the  holders  thereof  to one vote.
Holders of Common Stock do not have cumulative voting rights. The By-laws of the
Company  require  that only a majority of the issued and  outstanding  shares of
Common Stock of the Company need be  represented  to  constitute a quorum and to
transact  business  at  a  shareholder's   meeting.  The  Common  Stock  has  no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

PREFERRED STOCK

     The shares of preferred stock may be issued from time to time in series and
that the Board of Directors of the  Corporation  is  authorized to establish and
designate  series  and to fix the  number of  shares  and the  relative  voting,
dividend,  conversion,  liquidation,  redemption, and other rights, preferences,
and  limitations  as  between  series,  subject  to such  limitations  as may be
prescribed by law; that the proper officers of the corporation are by this means
authorized to make,  subscribe,  acknowledge,  execute, and file, or cause to be
filed, such certificate or certificates as may be required under the laws of the
state of Colorado and other  jurisdictions  to give effect to the  proposal,  as
presented in the proxy  statement,  or as may be required in connection with the
issuance  of shares of  preferred  stock in series from time to and things as in
its discretion may be necessary or advisable in connection with such proposal.



                                      - 4 -

<PAGE>

     The issued and outstanding Preferred Stock (a) is non-voting;  and (b) as a
group,  the holders  have the right to receive  pro rata,  upon  dissolution  or
winding up of the  Company,  10% of the assets of the Company  prior to division
and distribution of assets to the holders of the Company's Common Stock.

TRANSFER AGENT

     The  Transfer  Agent  for the  shares of Common  Stock is  Corporate  Stock
Transfer, Inc., 370 17th Street, Denver, CO 80202.

LEGAL MATTERS

     Certain  legal  matters in  connection  with the  securities  being offered
hereby will be passed upon for the Company by Sierchio & Albert, P.C.

EXPERTS

     The financial  statements of the Company appearing in Company's Form 10-KSB
for the period  ended  December 31,  1998,  have been  audited by Kish,  Leake &
Associates,  P.C.,  independent  certified public  accountants,  as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial  statements  are, and audited  financial  statements to be included in
subsequently filed documents will be,  incorporated  herein in reliance upon the
reports  of  Kish,  Leake  &  Associates,  P.C.  pertaining  to  such  financial
statements  (to the extent  covered by consents  filed with the  Securities  and
Exchange  Commission)  given  upon the  authority  of such  firm as  experts  in
accounting and auditing.

INDEMNIFICATION

     Article XIII of the Company's Articles of Incorporation contains provisions
providing  for the  indemnification  of directors and officers of the Company as
follows:

     The Board of Directors of the Corporation shall have the power to:

     A. Indemnify any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonable  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed to be in the best  interests of the  Corporation  and, with
respect  to any  criminal  action or  proceedings,  had no  reasonable  cause to
believe his conduct

                                      - 5 -


<PAGE>

was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction  or  upon a plea of  nolo  contendere  or its
equivalent  shall not of itself create a presumption that the person did not act
in good faith and in a manner  which he  reasonably  believed  to be in the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe the action was unlawful.

     B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director,  officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of the Corporation, partnership, joint venture, trust or other or agent
of the  Corporation,  partnership,  joint  venture,  trust or  other  enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought  determines upon application that,  despite the adjudication of
liability,  but in view of all  circumstances of the case, such person is fairly
and reasonably  entitled to  indemnification  for such expenses which such court
deems proper.

     C. Indemnify a Director,  officer,  employee or agent of the Corporation to
the extent that such person has been  successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim,  issue, or matter therein,  against expenses (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     D.  Authorize  indemnification  under  Subparagraph  A or B of this Article
(unless  ordered  by a court) in the  specific  case upon a  determination  that
indemnification  of the  Director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Subparagraph  A or B.  Such  determination  shall be made by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or,  if  such a  quorum  is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.

     E. Authorize  payment of expenses  (including  attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action,  suit or proceeding as authorized in  Subparagraph D
of this Article upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee  or  agent to  repay  such  amount  unless  it is  ultimately
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.

                                      - 6 -


<PAGE>

     F. Purchase and maintain  insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability under the provision
of this Article.

     The indemnification  provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these  Articles  of  Incorporation,  and  the  Bylaws,  agreement,  vote  of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing,  both as to action in his official  capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  Director,  officer,  employee  or agent and
shall  inure to the benefit of heirs,  executors  and  administrators  of such a
person.

     The  Company  has no  agreements  with any of its  directors  or  executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director  or  executive  officer of the Company as to which  indemnification  is
being sought.


                                      - 7 -


<PAGE>

                           I-TECH HOLDINGS GROUP, INC.

                                     PART II

               INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT


ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The documents listed in (1) through (3) below are incorporated by reference
in the Registration  Statement.  All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
form the date of filing such documents.

     (1) The Company's  latest annual report filed  pursuant to Section 13(a) or
15(d) of the Exchange Act, or, in the case of the Company, either (1) the latest
prospectus  filed  pursuant to Rule 424(b) under the  Securities Act of 1933, as
amended  (the  "Act"),  that  contains  audited  financial  statements  for  the
Company's  latest  fiscal  year for which  statement  have been filed or (2) the
Company's effective  registration statement on Form 10-SB or 30F filed under the
Exchange Act containing  audited  financial  statements for the Company's latest
fiscal year.

     (2) All reports  and  documents  filed by the  Company  pursuant to Section
13(a), 14, or 15(d) of the Exchange Act. Written requests for such copies should
be directed to Corporate  Secretary,  I-Tech  Holdings  Group,  Inc.,  1629 York
Street, Denver Co. 80206, Telephone (303) 436-1847.

     (3) The  description  of the Common Stock of the Company which is contained
in a  Registration  Statement  filed  under  the  Exchange  Act,  including  any
amendment or report filed for the purpose of updating such description.

ITEM 4 - DESCRIPTION OF SECURITIES

     The class of  securities to be offered  hereby is registered  under Section
12(g) of the Securities  Exchange Act of 1934, as amended.  A description of the
Company's  securities is set forth in the Registration  Statement filed pursuant
to Form 10-SB: the Company  registered  common stock which is entitled to share,
on a ratable basis,  such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Each share of common stock entitles the
holders  thereof  to one vote.  Holders of common  stock do not have  cumulative
voting  rights  or does  the  common  stock  have  preemptive,  subscription  or
conversion rights and is not redeemable by the Registrant.


                                      - 8 -

<PAGE>

     The issued and outstanding Preferred Stock (a) is non-voting;  and (b) as a
group,  the holders  have the right to receive  pro rata,  upon  dissolution  or
winding up of the  Company,  10% of the assets of the Company  prior to division
and distribution of assets to the holders of the Company's Common Stock.


ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL

     NOT APPLICABLE

ITEM 6 - INDEMNIFICATION

     Article XIII of the Company's Articles of Incorporation contains provisions
providing  for the  indemnification  of directors and officers of the Company as
follows:

     The Board of Directors of the Corporation shall have the power to:

     A. Indemnify any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonable  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed to be in the best  interests of the  Corporation  and, with
respect  to any  criminal  action or  proceedings,  had no  reasonable  cause to
believe  his conduct  was  unlawful.  The  termination  of any  action,  suit or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its equivalent  shall not of itself create a presumption  that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best  interests of the  Corporation  and, with respect to any criminal
action or proceeding, had reasonable cause to believe the action was unlawful.

     B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director,  officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of the Corporation, partnership, joint venture, trust or other or agent
of the  Corporation,  partnership,  joint  venture,  trust or  other  enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable for

                                      - 9 -


<PAGE>

negligence  or  misconduct  in the  performance  of his duty to the  Corporation
unless  and only to the extent  that the court in which such  action or suit was
brought determines upon application that, despite the adjudication of liability,
but in  view of all  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnification for such expenses which such court deems
proper.

     C. Indemnify a Director,  officer,  employee or agent of the Corporation to
the extent that such person has been  successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim,  issue, or matter therein,  against expenses (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     D.  Authorize  indemnification  under  Subparagraph  A or B of this Article
(unless  ordered  by a court) in the  specific  case upon a  determination  that
indemnification  of the  Director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Subparagraph  A or B.  Such  determination  shall be made by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or,  if  such a  quorum  is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.

     E. Authorize  payment of expenses  (including  attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action,  suit or proceeding as authorized in  Subparagraph D
of this Article upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee  or  agent to  repay  such  amount  unless  it is  ultimately
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.

     F. Purchase and maintain  insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability under the provision
of this Article.

     The indemnification  provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these  Articles  of  Incorporation,  and  the  Bylaws,  agreement,  vote  of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing,  both as to action in his official  capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  Director,  officer,  employee  or agent and
shall  inure to the benefit of heirs,  executors  and  administrators  of such a
person.


                                     - 10 -

<PAGE>

     The  Company  has no  agreements  with any of its  directors  or  executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director  or  executive  officer of the Company as to which  indemnification  is
being sought.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8 - EXHIBITS

(A)  EXHIBITS

     EXHIBIT DESCRIPTION

     4.1  Articles of  Incorporation  (Colorado)-Incorporated  by  reference  to
          Exhibit 2.1 of the Company's Form 10-SB filed January 29, 1998.

     4.2  By-Laws -  Incorporated  by reference to Exhibit 2.2 of the  Company's
          Form 10-SB, filed January 29, 1998.

     5.0  Legal opinion of Sierchio & Albert, P.C.

    10.01 Consulting Agreement with Olympic Capital Group, Inc.

    24.1  Consent of Sierchio & Albert,  P.C.,  included in the opinion filed as
          Exhibit 5 hereto.

    24.2  Consent of Independent Certified Public Accountants.


(B)  REPORTS ON FORM 8-K

     None

ITEM 9 - UNDERTAKINGS

     (1)  The undersigned Registrant hereby undertakes:

          (a) To file,  during any period in which  offerings or sales are being
     made, a post-effective  amendment to this Registration Statement to include
     any material information with

                                     - 11 -


<PAGE>

     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     Registration  Statement or any material  change to such  information in the
     Registration Statement;

          (b) That, for the purposes of determining any liability under the Act,
     each such post-effective amendment shall be deemed to be a new Registration
     Statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof; and,

          (c) 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.

     (2) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona fide offering thereof.

     (3)  Insofar  as  indemnification  for  liabilities  under  the  Act 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 payment by the Registration 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.



                                     - 12 -


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Denver and the State of Colorado, on the 15th day of
March, 1999.

     I-TECH HOLDINGS GROUP, INC.


By:  s/Marcus New                               
   -----------------------------------
     Marcus New, President

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



 s/Marcus New                                              Dated: March 15, 1999
---------------------------------------
Marcus New, Director and President



 s/John Dawe                                               Dated: March 15, 1999
---------------------------------------
John Dawe, Treasurer



 s/Clark Burch                                             Dated: March 15, 1999
---------------------------------------
Clark Burch, Director



 s/Craig Faulkner                                          Dated: March 15, 1999
---------------------------------------
Craig Faulkner, Director



 s/Gerald Trumbule                                         Dated: March 15, 1999
---------------------------------------
Gerald Trumbule, Ph.D., Director



                                     - 13 -

<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT  DESCRIPTION


4.1     Articles  of  Incorporation   (Colorado)-Incorporated  by  reference  to
        Exhibit 2.1 of the Company's Form 10-SB filed January 29, 1998.

4.2     By-Laws - Incorporated by reference to Exhibit 2.2 of the Company's Form
        10-SB, filed January 29, 1998.

5.      Legal opinion of Sierchio & Albert, P.C.

10.01   Consulting Agreement with Olympic Capital Group, Inc.

24.1    Consent of Sierchio & Albert,  P.C.,  included  in the opinion  filed as
        Exhibit 5 hereto.

24.2    Consent of Independent Certified Public Accountants.






                                     - 14 -
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 39905}]
{"company-data": {"conformed-name": "I TECH HOLDINGS INC", "cik": "0001054097", "assigned-sic": "8742", "irs-number": "841379282", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74653", "film-number": "99568228"}, "business-address": {"street1": "1622 YORK STREET", "city": "DENVER", "state": "CO", "zip": "80206", "phone": "3034361847"}, "mail-address": {"street1": "1622 YORK ST", "city": "DENVER", "state": "CO", "zip": "80206"}}
As filed with the Securities and Exchange Commission on March 18, 1999
                              File No. ___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                           I-TECH HOLDINGS GROUP, INC.
                 (Name of Small Business Issuer in its charter)

          Colorado                                             84-1379282
(State or other jurisdiction of                        (IRS Employer Ident. No.)
incorporation or organization)

               1000-789 W. Pender Street, Vancouver, B.C. V6C 1H2
              (Address of Principal Executive Offices and Zip code)

                    Issuer's telephone number: (604)331-0995

                              Consulting Agreement
                            (Full title of the plan)

                                ----------------

                                   Marcus New
                         c/o I-Tech Holdings Group, Inc.
                                1629 York Street
                             Denver, Colorado 80206
                     (Name and address of agent of service)

                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                          Maximum           Maximum
Title of                                 Offering          Aggregate         Amount of
Securities            Amount to be       Price Per         Offering        Registration
to be Registered       Registered          Share             Price            Fee(1)      
----------------------------------------------------------------------------------------
Common Stock            75,000            $6.21(1)        $465,750(1)        $129.48
(no par value)                                      
--------------                                      
Total                   75,000            $6.21           $465,750           $129.48
(1)  The closing price for the Registrant's Common Stock in the over-the-counter
     market on March 17, 1999 was $6.21 per share.  Pursuant  to Rule  457(h)(1)
     and (c), the registration fee was calculated on the basis of this figure.
I-TECH HOLDINGS GROUP, INC.

                              CROSS REFERENCE SHEET
                              ---------------------

Form S-8 Number and Caption                   Caption in Prospectus

Forepart of Registration                      Facing page of Registration
Statement and Outside                         Statement and Cover Page
Cover Page                                    of Prospectus

Inside Front and Outside                      Inside Cover Page of
Back Cover Pages of                           Prospectus and Outside
Prospectus                                    Cover Page of Prospectus

Summary Information, Risk                     Not Applicable
Factors and Ratio of
Earnings to Fixed Charges

Use of Proceeds                               Not Applicable

Determination of Offering                     Not Applicable
Price

Dilution                                      Not Applicable

Selling Security Holders                      Sales by Selling Security Holder

Plan of Distribution                          Cover Page of Prospectus
                                              by Selling Security Holder

Description of Securities                     Description of Securities;
to be registered                              Professional Consulting Agreements

Interests of Named Experts                    Not Applicable
and Counsel

Material Changes                              Not Applicable

Incorporate of Certain                        Incorporation of Certain
Information by Reference                      Documents by Reference

Disclosure of Commission                      Indemnification
Position on Indemnification
of Securities Act Liabilities
PROSPECTUS

                           I-TECH HOLDINGS GROUP, INC.

                          75,000 Shares of Common Stock
                                 (No par value)

                     To be Issued Pursuant to the Company's
                              Consulting Agreement

     This Prospectus is part of a Registration  Statement which registers 75,000
shares of Common Stock, no par value ("Common  Stock") of I-Tech Holdings Group,
Inc. (the "Company")  which will be issued,  pursuant to a Consulting  Agreement
(the  "Agreement").  The Company  has been  advised by the  Consultant  that the
Consultant  may sell all or a portion of its shares of Common Stock from time to
time in the  over-the-counter  market in  negotiated  transactions,  directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices.

     No person has been  authorized by the Company to give any information or to
make any representation other than as contained in the Prospectus,  and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the  shares of Common  Stock  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company since the date hereof.

                                -----------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                -----------------

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

THE DATE OF THIS PROSPECTUS IS ________ __, 1999.
AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files reports,  proxy  statements,  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission  at 450 Fifth Street,  NW.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal office at 450 Fifth Street, NW., Washington, D.C. 20549. The Company's
Common  Stock is traded the NASDAQ  Electronic  Bulletin  Board under the symbol
"IHGP".  The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the  Registration  Statement")  under the  Securities  Act of 1933, as
amended  (the  "Act"),  with respect to 75,000  shares of the  Company's  Common
Stock,  to be issued to a  Consultant  to the Company  pursuant to a  Consulting
Agreement. This Prospectus, which is Part I of the Registration Statement, omits
certain  information  contained  in  the  Registration  Statement.  For  further
information  with respect to the Company and the shares of Common Stock  offered
by this prospectus,  reference is made to the Registration Statement,  including
the exhibits  thereto.  Statements in this Prospectus as to any document are not
necessarily  complete,  and  where  any  such  document  is an  exhibit  to  the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

     The Company  incorporates by reference herein the following documents filed
with the Commission pursuant to the Exchange Act (the "34 Act"):

     1.   The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended September 30, 1998.

     2.   The Company's Annual Report on Form 10-KSB for the year ended December
          31, 1998.

     3.   Amendment No. 1 to the Company's Registration Statement on Form 10-SB,
          as amended, filed on June 29, 1998.

                                      - 2 -
4.   In addition,  all documents subsequently filed by the Company pursuant
          to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act prior to
          the  termination  of the  offering  made by this  Prospectus  shall be
          deemed to be  incorporated  by  reference  into this  Prospectus.  Any
          statement  contained  in a  document  incorporated  or  deemed  to  be
          incorporated  by  reference in this  Prospectus  shall be deemed to be
          modified or superseded  for purposes of this  Prospectus to the extent
          that  a  statement  contained  in  this  Prospectus  or in  any  other
          subsequently  filed  document  which  also  is  or  is  deemed  to  be
          incorporated by reference in this Prospectus or in a supplement hereto
          modifies or supersedes  such  statement.  Any statement so modified or
          superseded  shall not be deemed,  except as so modified or superseded,
          to constitute a part of this Prospectus.

     5.   All reports and documents filed by the Company pursuant to Section 13,
          14,  or  15(d)  of  the  Exchange  Act,  prior  to  the  filing  of  a
          post-effective  amendment which indicates that all securities  offered
          hereby  have  been  sold or  which  deregisters  all  securities  then
          remaining  unsold,  shall be deemed to be  incorporated  by  reference
          herein and to be a part hereof from the  respective  date of filing of
          such documents.  Any statement  incorporated by reference herein shall
          be deemed to be modified or superseded for purposes of this Prospectus
          to the  extent  that a  statement  contained  herein  or in any  other
          subsequently  filed  document,  which  also  is  or  is  deemed  to be
          incorporated  by  reference   herein,   modifies  or  supersedes  such
          statement.  Any statement  modified or superseded shall not be deemed,
          except  as so  modified  or  superseded,  to  constitute  part of this
          Prospectus. The Company hereby undertakes to provide without charge to
          each person,  including any  beneficial  owner,  to whom a copy of the
          Prospectus  has been  delivered,  or the  written  request of any such
          person, a copy of any and all of the documents referred to above which
          have been or may be  incorporated  by  reference  in this  Prospectus,
          other than  exhibits  to such  documents.  Written  requests  for such
          copies  should be directed to  Corporate  Secretary,  I-Tech  Holdings
          Group,  Inc.,  1629 York Street,  Denver Co.  80206,  Telephone  (303)
          436-1847.

FEDERAL INCOME TAX EFFECTS

     A person who  receives  shares of the  Company  in  exchange  for  services
rendered will recognize  taxable income on the date of the receipt of the shares
based on the fair market value of the Common Stock.

RESTRICTIONS UNDER SECURITIES LAW

     The sale of any  shares of Common  Stock  must be made in  compliance  with
federal  and state  securities  laws.  Officers,  directors  and 10% or  greater
shareholders  of the Company,  as well as certain  other persons or parties whom
may be deemed  "affiliates"  of the Company under the Federal  Securities  Laws,
should be aware that shares acquired by affiliates are subject to certain

                                      - 3 -
resale limitation  imposed by Rule 144.  Officers,  directors and 10% or greater
shareholders  are also subject to the "short  swing"  profit rule under  Section
16(b) of the Securities  Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if any officer,  director or 10% and greater shareholder
sold any Common  Stock of the Company  acquired  pursuant  to the  exercise of a
stock option, he would generally be required to pay any "profits" resulting from
the sale of the stock and receipt of the stock option. Section 16(b) exempts all
warrant exercises from being treated as purchases and, instead, treats a warrant
grant as a purchase  of an  underlying  security,  which  grant/purchase  may be
matched with the sale of the underlying  security  within six months of the date
of grant.

DESCRIPTION OF SECURITIES

     The Company is currently  authorized  to issue up to  50,000,000  shares of
common  stock no par value,  and  5,000,000  shares of preferred  stock,  no par
value.  As of February 15,  1998,  there were  3,120,000  shares of common stock
issued and  outstanding.  As of the same  date,  there  were  450,000  shares of
preferred  stock  outstanding.  Subject  to the  dividend  rights of  holders of
Preferred  Stock,  if any,  holders of shares of Common  Stock are  entitled  to
share,  on a ratable  basis,  such  dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon liquidation, dissolution
or  winding  up of the  Company,  after  payment  to  creditors  and  holders of
Preferred  Stock  that may be  outstanding,  the assets of the  Company  will be
divided pro rata on a per share basis among the holders of the Common Stock.

     Each  share of Common  Stock  entitles  the  holders  thereof  to one vote.
Holders of Common Stock do not have cumulative voting rights. The By-laws of the
Company  require  that only a majority of the issued and  outstanding  shares of
Common Stock of the Company need be  represented  to  constitute a quorum and to
transact  business  at  a  shareholder's   meeting.  The  Common  Stock  has  no
preemptive,  subscription  or  conversion  rights and is not  redeemable  by the
Company.

PREFERRED STOCK

     The shares of preferred stock may be issued from time to time in series and
that the Board of Directors of the  Corporation  is  authorized to establish and
designate  series  and to fix the  number of  shares  and the  relative  voting,
dividend,  conversion,  liquidation,  redemption, and other rights, preferences,
and  limitations  as  between  series,  subject  to such  limitations  as may be
prescribed by law; that the proper officers of the corporation are by this means
authorized to make,  subscribe,  acknowledge,  execute, and file, or cause to be
filed, such certificate or certificates as may be required under the laws of the
state of Colorado and other  jurisdictions  to give effect to the  proposal,  as
presented in the proxy  statement,  or as may be required in connection with the
issuance  of shares of  preferred  stock in series from time to and things as in
its discretion may be necessary or advisable in connection with such proposal.

                                      - 4 -
The issued and outstanding Preferred Stock (a) is non-voting;  and (b) as a
group,  the holders  have the right to receive  pro rata,  upon  dissolution  or
winding up of the  Company,  10% of the assets of the Company  prior to division
and distribution of assets to the holders of the Company's Common Stock.

TRANSFER AGENT

     The  Transfer  Agent  for the  shares of Common  Stock is  Corporate  Stock
Transfer, Inc., 370 17th Street, Denver, CO 80202.

LEGAL MATTERS

     Certain  legal  matters in  connection  with the  securities  being offered
hereby will be passed upon for the Company by Sierchio & Albert, P.C.

EXPERTS

     The financial  statements of the Company appearing in Company's Form 10-KSB
for the period  ended  December 31,  1998,  have been  audited by Kish,  Leake &
Associates,  P.C.,  independent  certified public  accountants,  as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial  statements  are, and audited  financial  statements to be included in
subsequently filed documents will be,  incorporated  herein in reliance upon the
reports  of  Kish,  Leake  &  Associates,  P.C.  pertaining  to  such  financial
statements  (to the extent  covered by consents  filed with the  Securities  and
Exchange  Commission)  given  upon the  authority  of such  firm as  experts  in
accounting and auditing.

INDEMNIFICATION

     Article XIII of the Company's Articles of Incorporation contains provisions
providing  for the  indemnification  of directors and officers of the Company as
follows:

     The Board of Directors of the Corporation shall have the power to:

     A. Indemnify any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonable  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed to be in the best  interests of the  Corporation  and, with
respect  to any  criminal  action or  proceedings,  had no  reasonable  cause to
believe his conduct

                                      - 5 -
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction  or  upon a plea of  nolo  contendere  or its
equivalent  shall not of itself create a presumption that the person did not act
in good faith and in a manner  which he  reasonably  believed  to be in the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe the action was unlawful.

     B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director,  officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of the Corporation, partnership, joint venture, trust or other or agent
of the  Corporation,  partnership,  joint  venture,  trust or  other  enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought  determines upon application that,  despite the adjudication of
liability,  but in view of all  circumstances of the case, such person is fairly
and reasonably  entitled to  indemnification  for such expenses which such court
deems proper.

     C. Indemnify a Director,  officer,  employee or agent of the Corporation to
the extent that such person has been  successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim,  issue, or matter therein,  against expenses (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     D.  Authorize  indemnification  under  Subparagraph  A or B of this Article
(unless  ordered  by a court) in the  specific  case upon a  determination  that
indemnification  of the  Director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Subparagraph  A or B.  Such  determination  shall be made by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or,  if  such a  quorum  is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.

     E. Authorize  payment of expenses  (including  attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action,  suit or proceeding as authorized in  Subparagraph D
of this Article upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee  or  agent to  repay  such  amount  unless  it is  ultimately
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.

                                      - 6 -
F. Purchase and maintain  insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability under the provision
of this Article.

     The indemnification  provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these  Articles  of  Incorporation,  and  the  Bylaws,  agreement,  vote  of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing,  both as to action in his official  capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  Director,  officer,  employee  or agent and
shall  inure to the benefit of heirs,  executors  and  administrators  of such a
person.

     The  Company  has no  agreements  with any of its  directors  or  executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director  or  executive  officer of the Company as to which  indemnification  is
being sought.

                                      - 7 -
I-TECH HOLDINGS GROUP, INC.

                                     PART II

               INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT

ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The documents listed in (1) through (3) below are incorporated by reference
in the Registration  Statement.  All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
form the date of filing such documents.

     (1) The Company's  latest annual report filed  pursuant to Section 13(a) or
15(d) of the Exchange Act, or, in the case of the Company, either (1) the latest
prospectus  filed  pursuant to Rule 424(b) under the  Securities Act of 1933, as
amended  (the  "Act"),  that  contains  audited  financial  statements  for  the
Company's  latest  fiscal  year for which  statement  have been filed or (2) the
Company's effective  registration statement on Form 10-SB or 30F filed under the
Exchange Act containing  audited  financial  statements for the Company's latest
fiscal year.

     (2) All reports  and  documents  filed by the  Company  pursuant to Section
13(a), 14, or 15(d) of the Exchange Act. Written requests for such copies should
be directed to Corporate  Secretary,  I-Tech  Holdings  Group,  Inc.,  1629 York
Street, Denver Co. 80206, Telephone (303) 436-1847.

     (3) The  description  of the Common Stock of the Company which is contained
in a  Registration  Statement  filed  under  the  Exchange  Act,  including  any
amendment or report filed for the purpose of updating such description.

ITEM 4 - DESCRIPTION OF SECURITIES

     The class of  securities to be offered  hereby is registered  under Section
12(g) of the Securities  Exchange Act of 1934, as amended.  A description of the
Company's  securities is set forth in the Registration  Statement filed pursuant
to Form 10-SB: the Company  registered  common stock which is entitled to share,
on a ratable basis,  such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Each share of common stock entitles the
holders  thereof  to one vote.  Holders of common  stock do not have  cumulative
voting  rights  or does  the  common  stock  have  preemptive,  subscription  or
conversion rights and is not redeemable by the Registrant.

                                      - 8 -
The issued and outstanding Preferred Stock (a) is non-voting;  and (b) as a
group,  the holders  have the right to receive  pro rata,  upon  dissolution  or
winding up of the  Company,  10% of the assets of the Company  prior to division
and distribution of assets to the holders of the Company's Common Stock.

ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL

     NOT APPLICABLE

ITEM 6 - INDEMNIFICATION

     Article XIII of the Company's Articles of Incorporation contains provisions
providing  for the  indemnification  of directors and officers of the Company as
follows:

     The Board of Directors of the Corporation shall have the power to:

     A. Indemnify any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonable  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed to be in the best  interests of the  Corporation  and, with
respect  to any  criminal  action or  proceedings,  had no  reasonable  cause to
believe  his conduct  was  unlawful.  The  termination  of any  action,  suit or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its equivalent  shall not of itself create a presumption  that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best  interests of the  Corporation  and, with respect to any criminal
action or proceeding, had reasonable cause to believe the action was unlawful.

     B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director,  officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of the Corporation, partnership, joint venture, trust or other or agent
of the  Corporation,  partnership,  joint  venture,  trust or  other  enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable for

                                      - 9 -
negligence  or  misconduct  in the  performance  of his duty to the  Corporation
unless  and only to the extent  that the court in which such  action or suit was
brought determines upon application that, despite the adjudication of liability,
but in  view of all  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnification for such expenses which such court deems
proper.

     C. Indemnify a Director,  officer,  employee or agent of the Corporation to
the extent that such person has been  successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim,  issue, or matter therein,  against expenses (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     D.  Authorize  indemnification  under  Subparagraph  A or B of this Article
(unless  ordered  by a court) in the  specific  case upon a  determination  that
indemnification  of the  Director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Subparagraph  A or B.  Such  determination  shall be made by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or,  if  such a  quorum  is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.

     E. Authorize  payment of expenses  (including  attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action,  suit or proceeding as authorized in  Subparagraph D
of this Article upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee  or  agent to  repay  such  amount  unless  it is  ultimately
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.

     F. Purchase and maintain  insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability under the provision
of this Article.

     The indemnification  provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these  Articles  of  Incorporation,  and  the  Bylaws,  agreement,  vote  of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing,  both as to action in his official  capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  Director,  officer,  employee  or agent and
shall  inure to the benefit of heirs,  executors  and  administrators  of such a
person.

                                     - 10 -
The  Company  has no  agreements  with any of its  directors  or  executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director  or  executive  officer of the Company as to which  indemnification  is
being sought.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8 - EXHIBITS

(A)  EXHIBITS

     EXHIBIT DESCRIPTION

     4.1  Articles of  Incorporation  (Colorado)-Incorporated  by  reference  to
          Exhibit 2.1 of the Company's Form 10-SB filed January 29, 1998.

     4.2  By-Laws -  Incorporated  by reference to Exhibit 2.2 of the  Company's
          Form 10-SB, filed January 29, 1998.

     5.0  Legal opinion of Sierchio & Albert, P.C.

    10.01 Consulting Agreement with Olympic Capital Group, Inc.

    24.1  Consent of Sierchio & Albert,  P.C.,  included in the opinion filed as
          Exhibit 5 hereto.

    24.2  Consent of Independent Certified Public Accountants.

(B)  REPORTS ON FORM 8-K

     None

ITEM 9 - UNDERTAKINGS

     (1)  The undersigned Registrant hereby undertakes:

          (a) To file,  during any period in which  offerings or sales are being
     made, a post-effective  amendment to this Registration Statement to include
     any material information with

                                     - 11 -
respect  to the  plan  of  distribution  not  previously  disclosed  in the
     Registration  Statement or any material  change to such  information in the
     Registration Statement;

          (b) That, for the purposes of determining any liability under the Act,
     each such post-effective amendment shall be deemed to be a new Registration
     Statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof; and,

          (c) 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.

     (2) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona fide offering thereof.

     (3)  Insofar  as  indemnification  for  liabilities  under  the  Act 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 payment by the Registration 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.

                                     - 12 -
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Denver and the State of Colorado, on the 15th day of
March, 1999.

     I-TECH HOLDINGS GROUP, INC.

By:  s/Marcus New                               
   -----------------------------------
     Marcus New, President

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

 s/Marcus New                                              Dated: March 15, 1999
---------------------------------------
Marcus New, Director and President

 s/John Dawe                                               Dated: March 15, 1999
---------------------------------------
John Dawe, Treasurer

 s/Clark Burch                                             Dated: March 15, 1999
---------------------------------------
Clark Burch, Director

 s/Craig Faulkner                                          Dated: March 15, 1999
---------------------------------------
Craig Faulkner, Director

 s/Gerald Trumbule                                         Dated: March 15, 1999
---------------------------------------
Gerald Trumbule, Ph.D., Director

                                     - 13 -
INDEX TO EXHIBITS

EXHIBIT  DESCRIPTION

4.1     Articles  of  Incorporation   (Colorado)-Incorporated  by  reference  to
        Exhibit 2.1 of the Company's Form 10-SB filed January 29, 1998.

4.2     By-Laws - Incorporated by reference to Exhibit 2.2 of the Company's Form
        10-SB, filed January 29, 1998.

5.      Legal opinion of Sierchio & Albert, P.C.

10.01   Consulting Agreement with Olympic Capital Group, Inc.

24.1    Consent of Sierchio & Albert,  P.C.,  included  in the opinion  filed as
        Exhibit 5 hereto.

24.2    Consent of Independent Certified Public Accountants.

                                     - 14 -