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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

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

                         ITEC ENVIRONMENTAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                                    31-1705310
   (State or other jurisdiction of                  (I.R.S. Employer ID. No.)
    incorporation or organization)

                 693 Hi Tech Parkway, Suite 3, Oakdale, CA 95361
                    (Address of Principal Executive Offices)

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

   ENGAGEMENT AGREEMENT BETWEEN BY AND BETWEEN ITEC ENVIRONMENTAL GROUP, INC.
                          AND THE OTTO LAW GROUP, PLLC
                              (Full Title of Plan)

                                  David M. Otto
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                                Seattle, WA 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

--------------------------------------------------------------------------------
<PAGE>

If any of the Securities  being registered on this Form S-8 are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ___

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- -------------------------- -------------------------- -----------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- -----------
<S>                      <C>                    <C>                         <C>                       <C>
Common Stock,            50,000,000             $.0055                      $275,000                  $34.94
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- -----------
</TABLE>

(1) The engagement  agreement (the "Engagement  Agreement") between The Otto Law
Group, PLLC ("OLG") and Itec Environmental  Group, Inc., a Delaware  corporation
(the "Company" or the "Registrant"),  provides for legal services to be rendered
by OLG to the Company on a periodic basis.  The Company has chosen to compensate
OLG for legal services  rendered,  in part, by issuing  50,000,000 shares of the
Company's  common  stock to David Otto  pursuant  to this Form S-8  registration
statement.  The general  nature and purpose of the  Engagement  Agreement  is to
provide for legal services for the Company and, at the same time, compensate OLG
for said  legal  services.  The  Engagement  Agreement  does not  provide  for a
specific  term,  but remains in effect until  terminated  by either  party.  The
Engagement Agreement qualifies as an Employee Benefit Plan as defined under Rule
405 of Regulation C.

         (2) Estimated  solely for the purposes of determining the  registration
fee  pursuant to Rule 457.  On August 24,  2004,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter Bulletin Board was $.0055 per share. On this basis, the maximum
aggregate offering price for the shares being registered  hereunder is $275,000,
and this is the basis for  computing  the  filing  fee in  accordance  with Rule
457(h) and at a rate of the aggregate offering price multiplied by .0001267.


                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents,  which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:

(a) the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 2003, and the Company's  registration  statement on Form S 18, File
No. 33-31067;

(b) the Company's  Quarterly  Reports on Form 10-QSB for the quarters ended June
30, 2004 and March 31, 2004, and report on Form 8-K filed August 16, 2004.

(c) The  holders of common  stock are  entitled to one (1) vote per share on all
matters to be voted upon by the shareholders. Subject to preferences that may be
applicable to any outstanding  preferred  stock, the holders of common stock are
entitled to receive  ratably such  dividends,  if any, that may be declared from
time to time by the Board of Directors out of funds legally available  therefor.
In the event of our  liquidation,  dissolution  or winding  up,  the  holders of
common stock are entitled to share ratably in all assets remaining after payment
of  liabilities,  subject to prior  distribution  rights of holders of preferred
stock, if any. The common stock has no preemptive or conversion  rights or other
subscription  rights.  There  are  no  redemption  or  sinking  fund  provisions
applicable to the common stock.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,  shall be deemed to
be  incorporated  by reference  in this  registration  statement  and to be part
hereof from the date of the filing of such documents.


                                       2
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who has prepared this Registration  Statement and the
opinion regarding the authorization,  issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters.  Subsequent to the issuance
of the securities issued pursuant to this registration  statement,  Mr. David M.
Otto, the principal of The Otto Law Group, PLLC, will be the beneficial owner of
approximately 50,000,000 shares of common stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The  Company,  as a Delaware  corporation,  is  empowered  by Section 145 of the
General  Corporation  Law of the State of Delaware (the "DGCL"),  subject to the
procedures  and  limitations  stated  therein,  to indemnify any person  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with any
threatened, pending or completed action, suit or proceeding in which such person
is made or threatened to be made a party by reason of his being or having been a
director,  officer,  employee  or agent of the  Company  or his  serving  at the
request of the  Company as a  director,  officer,  employee  or agent of another
company or other entity. The statute provides that  indemnification  pursuant to
its  provisions is not exclusive of other rights of  indemnification  to which a
person may be entitled  under any by-law,  agreement,  vote of  stockholders  or
disinterested  directors,  or otherwise.  The bylaws of the Company  provide for
indemnification  by the Company of its directors and officers to the full extent
authorized  by the DGCL.  Pursuant to Section  145 of the DGCL,  the Company has
purchased  insurance on behalf of its present and former  directors and officers
against  liabilities  asserted  against or incurred by them in such  capacity or
arising out of their status as such.

Pursuant to specific authority granted by Section 102 of the DGCL, the Company's
Certificate of Incorporation  permits  indemnification of directors and officers
to the fullest extent permitted by law.

ITEM 8.  EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed in the attached Index to Exhibits.

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:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.


                                       3
<PAGE>

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  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,  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 that time shall be deemed to be the initial bona
fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities 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 Securities 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  of 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.

Items 4 and 7 are inapplicable and have been omitted.



                                       4
<PAGE>

                                   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 Oakdale, CA, on this 25th day of August, 2004.


                                              ITEC ENVIRONMENTAL GROUP, INC.
                                              (Name of Registrant)



Date: August 26, 2004                         By:
                                                  --------------------------
                                              Name: Gary De Laurentiis
                                              Its: C.E.O.




                                       5
<PAGE>

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 date indicated.

------------------------------- ------------------------------------- ----------
NAME                            TITLE                                 DATE
------------------------------- ------------------------------------- ----------


---------------------------     Chief Executive Officer, Principal    8.26.04
Gary De Laurentiis              Financial Officer and Director
------------------------------- ------------------------------------- ----------


---------------------------     Director                              8. 26.04
Andrea Videtta
------------------------------- ------------------------------------- ----------


---------------------------     Director                              8. 26.04
Geroge Kanakis
------------------------------- ------------------------------------- ----------


---------------------------     Director                              8. 26.04
Jeff Chartier
------------------------------- ------------------------------------- ----------


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  Number                         Description                                 Location
  ------                         -----------                                 --------

<S>         <C>                                                              <C>
    4.1     Engagement Agreement by and between Itec Environmental Group,    Attached
            Inc., and The Otto Law Group, PLLC

    4.2     Amendment No. 1 to Engagement  Agreement by and between Itec     Attached
            Environmental Group, Inc., and The Otto Law Group, PLLC

     5      Opinion of The Otto Law Group PLLC                               Attached

   23.1     Consent of The Otto Law Group, PLLC (contained in exhibit 5)     Attached

   23.2     Consent of PMB & Company, LLP                                    Attached
</TABLE>



                                       6
[{"type": "S-8", "sequence": "1", "filename": "v06285_s8.txt", "secsgml_size_bytes": 15920}]
{"company-data": {"conformed-name": "ITEC ENVIRONMENTAL GROUP INC", "cik": "0000855372", "assigned-sic": "4955", "irs-number": "311705310", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118635", "film-number": "041003245"}, "business-address": {"street1": "693 HI TECH PARKWAY", "street2": "SUITE 3", "city": "OAKDALE", "state": "CA", "zip": "95361", "phone": "2098483900"}, "mail-address": {"street1": "693 HI TECH PARKWAY", "street2": "SUITE 3", "city": "OAKDALE", "state": "CA", "zip": "95361"}, "former-company": [{"former-conformed-name": "BEECHPORT CAPITAL CORP", "date-changed": "19960911"}, {"former-conformed-name": "COALMONT INC", "date-changed": "19920703"}]}
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

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

                         ITEC ENVIRONMENTAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                    31-1705310
   (State or other jurisdiction of                  (I.R.S. Employer ID. No.)
    incorporation or organization)

                 693 Hi Tech Parkway, Suite 3, Oakdale, CA 95361
                    (Address of Principal Executive Offices)

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

   ENGAGEMENT AGREEMENT BETWEEN BY AND BETWEEN ITEC ENVIRONMENTAL GROUP, INC.
                          AND THE OTTO LAW GROUP, PLLC
                              (Full Title of Plan)

                                  David M. Otto
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                                Seattle, WA 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

--------------------------------------------------------------------------------
If any of the Securities  being registered on this Form S-8 are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ___
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- -------------------------- -------------------------- -----------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- -----------
Common Stock,            50,000,000             $.0055                      $275,000                  $34.94
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- -----------
(1) The engagement  agreement (the "Engagement  Agreement") between The Otto Law
Group, PLLC ("OLG") and Itec Environmental  Group, Inc., a Delaware  corporation
(the "Company" or the "Registrant"),  provides for legal services to be rendered
by OLG to the Company on a periodic basis.  The Company has chosen to compensate
OLG for legal services  rendered,  in part, by issuing  50,000,000 shares of the
Company's  common  stock to David Otto  pursuant  to this Form S-8  registration
statement.  The general  nature and purpose of the  Engagement  Agreement  is to
provide for legal services for the Company and, at the same time, compensate OLG
for said  legal  services.  The  Engagement  Agreement  does not  provide  for a
specific  term,  but remains in effect until  terminated  by either  party.  The
Engagement Agreement qualifies as an Employee Benefit Plan as defined under Rule
405 of Regulation C.

         (2) Estimated  solely for the purposes of determining the  registration
fee  pursuant to Rule 457.  On August 24,  2004,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter Bulletin Board was $.0055 per share. On this basis, the maximum
aggregate offering price for the shares being registered  hereunder is $275,000,
and this is the basis for  computing  the  filing  fee in  accordance  with Rule
457(h) and at a rate of the aggregate offering price multiplied by .0001267.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents,  which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:

(a) the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 2003, and the Company's  registration  statement on Form S 18, File
No. 33-31067;

(b) the Company's  Quarterly  Reports on Form 10-QSB for the quarters ended June
30, 2004 and March 31, 2004, and report on Form 8-K filed August 16, 2004.

(c) The  holders of common  stock are  entitled to one (1) vote per share on all
matters to be voted upon by the shareholders. Subject to preferences that may be
applicable to any outstanding  preferred  stock, the holders of common stock are
entitled to receive  ratably such  dividends,  if any, that may be declared from
time to time by the Board of Directors out of funds legally available  therefor.
In the event of our  liquidation,  dissolution  or winding  up,  the  holders of
common stock are entitled to share ratably in all assets remaining after payment
of  liabilities,  subject to prior  distribution  rights of holders of preferred
stock, if any. The common stock has no preemptive or conversion  rights or other
subscription  rights.  There  are  no  redemption  or  sinking  fund  provisions
applicable to the common stock.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,  shall be deemed to
be  incorporated  by reference  in this  registration  statement  and to be part
hereof from the date of the filing of such documents.

                                       2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who has prepared this Registration  Statement and the
opinion regarding the authorization,  issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters.  Subsequent to the issuance
of the securities issued pursuant to this registration  statement,  Mr. David M.
Otto, the principal of The Otto Law Group, PLLC, will be the beneficial owner of
approximately 50,000,000 shares of common stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The  Company,  as a Delaware  corporation,  is  empowered  by Section 145 of the
General  Corporation  Law of the State of Delaware (the "DGCL"),  subject to the
procedures  and  limitations  stated  therein,  to indemnify any person  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with any
threatened, pending or completed action, suit or proceeding in which such person
is made or threatened to be made a party by reason of his being or having been a
director,  officer,  employee  or agent of the  Company  or his  serving  at the
request of the  Company as a  director,  officer,  employee  or agent of another
company or other entity. The statute provides that  indemnification  pursuant to
its  provisions is not exclusive of other rights of  indemnification  to which a
person may be entitled  under any by-law,  agreement,  vote of  stockholders  or
disinterested  directors,  or otherwise.  The bylaws of the Company  provide for
indemnification  by the Company of its directors and officers to the full extent
authorized  by the DGCL.  Pursuant to Section  145 of the DGCL,  the Company has
purchased  insurance on behalf of its present and former  directors and officers
against  liabilities  asserted  against or incurred by them in such  capacity or
arising out of their status as such.

Pursuant to specific authority granted by Section 102 of the DGCL, the Company's
Certificate of Incorporation  permits  indemnification of directors and officers
to the fullest extent permitted by law.

ITEM 8.  EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed in the attached Index to Exhibits.

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:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

                                       3
(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  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,  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 that time shall be deemed to be the initial bona
fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities 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 Securities 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  of 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.

Items 4 and 7 are inapplicable and have been omitted.

                                       4
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 Oakdale, CA, on this 25th day of August, 2004.

                                              ITEC ENVIRONMENTAL GROUP, INC.
                                              (Name of Registrant)

Date: August 26, 2004                         By:
                                                  --------------------------
                                              Name: Gary De Laurentiis
                                              Its: C.E.O.

                                       5
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 date indicated.

------------------------------- ------------------------------------- ----------
NAME                            TITLE                                 DATE
------------------------------- ------------------------------------- ----------

---------------------------     Chief Executive Officer, Principal    8.26.04
Gary De Laurentiis              Financial Officer and Director
------------------------------- ------------------------------------- ----------

---------------------------     Director                              8. 26.04
Andrea Videtta
------------------------------- ------------------------------------- ----------

---------------------------     Director                              8. 26.04
Geroge Kanakis
------------------------------- ------------------------------------- ----------

---------------------------     Director                              8. 26.04
Jeff Chartier
------------------------------- ------------------------------------- ----------

                                INDEX TO EXHIBITS
Number                         Description                                 Location
  ------                         -----------                                 --------
4.1     Engagement Agreement by and between Itec Environmental Group,    Attached
            Inc., and The Otto Law Group, PLLC

    4.2     Amendment No. 1 to Engagement  Agreement by and between Itec     Attached
            Environmental Group, Inc., and The Otto Law Group, PLLC

     5      Opinion of The Otto Law Group PLLC                               Attached

   23.1     Consent of The Otto Law Group, PLLC (contained in exhibit 5)     Attached

   23.2     Consent of PMB & Company, LLP                                    Attached
6