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Stockgroup Information Systems Inc · 10SB12G · On 1/30/98

Filed On 1/30/98 · SEC File 0-23687 · Accession Number 1000096-98-67

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 1/29/98  Stockgroup Information Syste..Inc 10SB12G     1/30/98    3:62                                     1000096

Registration of Securities of a Small-Business Issuer · Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10sb12b                                          24    102K 
 2: EX-2.1      Articles of Incorporation                             18     69K 
 3: EX-2.2      Bylaws                                                20    108K

10SB12G · Form 10sb12b
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Changes in and Disagreements with Accountants Description of Business Description of Exhibits Description of Property Description of Securities Directors, Executive Officers, Promoters and Control Persons Executive Compensation Indemnification of Directors and Officers Index to Exhibits Legal Proceedings Management's Discussion and Analysis or Plan of Operation Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters Recent Sales of Unregistered Securities Security Ownership of Certain Beneficial Owners and Management
1	1st Page
2	Item 1. Description of Business
"	Item 2. Management's Discussion and Analysis or Plan of Operation
4	Item 3. Description of Property
"	Item 4. Security Ownership of Certain Beneficial Owners and Management
5	Item 5. Directors, Executive Officers, Promoters and Control Persons
6	Item 6. Executive Compensation
7	Item 7. Certain Relationships and Related Transactions
"	Item 8. Description of Securities
8	Item 1. Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters
"	Item 2. Legal Proceedings
"	Item 3. Changes in and Disagreements with Accountants
"	Item 4. Recent Sales of Unregistered Securities
9	Item 5. Indemnification of Directors and Officers
23	Item 1. Index to Exhibits
"	Item 2. Description of Exhibits

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 Sponsored Ads...







 10SB12G
Form 10-SB

 U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS

 Under Section 12(b) or (g) of the Securities Exchange Act of 1934

 I-Tech Holdings Group, Inc.
 ---------------------------------------------
(Name of Small Business Issuer in its charter)

Colorado                                          84-1379282      
-----------------------------------      -------------------------------------- 
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)                                                  

1629 York Street                                              
Denver, Colorado                                  80206       
---------------------------------------                ------------             
(Address of principal executive offices)                (Zip Code)              

Issuer's telephone number, (303) 691-6163                                       

Securities to be registered under Section 12(b) of the Act:                     

 Title of each class              Name of each exchange on which
 to be so registered              Each class is to be registered

None                                    None    
 --------------------             ------------------------------

Securities to be registered under Section 12(g) of the Act:                     

Common Stock, no par value
 ---------------------------
(Title of class)

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PART I

Alternative 3                                                                   

Item 1.  Description of Business.                                               

(a) Business Development.                                             

     I-Tech Holdings Group, Inc. (hereinafter referred to as the "Company"), was
organized  under the laws of the State of  Colorado  on  December  6, 1994.  The
Company's  executive offices are presently located at 1629 York Street,  Denver,
Colorado 80206, and its telephone number is (303) 691-6163.                     

     On June 15, 1995, the Company issued 380,000 shares of its common stock for
services rendered to the Company valued at an aggregate of $380.000 or $.001 per
share. The shares were issued pursuant to an exemption to registration contained
in Regulation D, Rule 504 of the Securities act of 1933, as amended (the "Act"),
and an exemption to registration  under Section  11-51-308(1)(p) of the Colorado
Securities Act, as amended  (hereinafter  referred to as the "Colorado Act"). On
June 2, 1997, the Company  completed an offering of 20,000,000  shares of common
stock at a price of $10,000 or $.005 per share.  The offering  was  conducted by
the Company and the shares of common stock were sold pursuant to an exemption to
registration contained in Regulation D, Rule 504 of the Act, and an exemption to
registration under Section 11-51-308(1)(p) of the Colorado Act.                 

(b) Business of Issuer.                                               

     The Company was  incorporated  under the laws of the State of Colorado  for
the purpose of engaging in the  business of  environmental  technologies  of all
types and  manufacturing  products  related to environmental  technologies.  The
Company  may  also  engage  in any  lawful  activities  or  business  for  which
corporations  may be formed under Articles 101 to 117 of Title 7 of the Colorado
Revised Statues, as designated by the board of directors of the corporation.    

     In January 1997,  the Company  determined  that  engaging in  environmental
technologies  had not  emerged  as a profit  making  enterprise  and  adopted  a
resolution  to engage in the  business of business and  industry  consulting  in
disciplines  relating  to the  experience  and  professions  of its two  leading
directors  and  officers.  As a result,  the  Company  is  currently  engaged in
developing a business of designing and establishing websites on the Internet for
clients.                                                                        

Item 2. Management's Discussion and Analysis or Plan of Operation.              

Plan of Operations                                                              
------------------                                                              

     With the emergence of the  popularity of the Internet,  many  companies are
now placing  information about their business on Internet sites.  Developing and
establishing  an Internet  location and the  techniques  necessary to design and

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complete the electronic  signals and  accompanying  graphics is a  sophisticated
process and needs the skills of a person  experienced in computers,  electronics
and graphics.  As a result,  those persons who have devoted their skills to this
new profession, are termed "webmasters."                                        

     The  principals  of the Company  have had years of  experience  in computer
programing  and in film and video  production  which  they  intend to use in the
expansion  of the  business of the Company.  (See Item 5, "Directors,  Executive
Officers,  Promoters and Control Persons"). The Company intends to engage in the
business of producing,  on a contract basis,  customized  Internet  websites and
pages for its clients. In furtherance of the business plan the principals of the
Company  intend to  develop a program  to attract  prospective  clients  through
advertising,  word of mouth, and using their respective business contacts in the
Denver, Colorado area.                                                          

     The Company has been able to raise only a small  amount of working  capital
and the purpose of registering  under the Securities  Exchange Act of 1934 is to
better  continue to raise working  capital from those investors who wish to have
their  investments in a company reporting its activities under the provisions of
the Securities Exchange Act of 1934.                                            

     The Company intends to attempt to raise  additional  working capital in one
or  more  of  various  means  including  but  not  necessarily  limited  to debt
instruments,  convertible  debentures,  equities and joint venture  enterprises.
However,  there is no assurance  whatsoever  that such  working  capital will be
available  to the Company in any of the above  various  forms,  and if available
that the provisions of the capital will be attractive to the Company.           

Financial Condition, Capital Resources and Liquidity                            
-----------------------------------------------------                           

     At  September  30,  1997,  the Company had assets  totaling  $8,883.00  and
$800.00 in liabilities.  Since the Company's inception,  it has received a total
of $13,000 in cash and $380 in services paid as  consideration  for the issuance
of Common and Preferred Stock.                                                  

     The  Company  may be  considered  a  start-up  enterprise  even  though the
corporation was established in 1994. At the date of this registration statement,
the Company has not yet engaged in any business, other than planning and capital
formation activities,  and has had no revenues. Future continuing activities may
depend  substantially  upon the experience and abilities of its two officers and
directors,  Messrs. Trumbule and Burch, until such time as other persons skilled
in the business of the Company are employed.                                    

     The  Company has not  projected  any  definitive  future  revenues  for the
Company   based  upon  its  proposed   business   activities  of  designing  and
establishing  Internet  sites for clients.  The  principals  of the Company have
determined that the Company will be able to charge approximately $1,000 per site
as a basis price plus $200 per page, excluding custom art and graphics, designed
and situated on the Internet.  The Company's  business is a highly  personal and
service oriented business.                                                      

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     The Company owns no computer  equipment  and will  necessarily  depend upon
utilization of equipment  owned by the principals of the Company who have agreed
to allow the use of such  computers at a modest  rental fee of $50 per month for
two  state-of-the-art  computers  capable of producing  programing  for Internet
websites.                                                                       

     In the event the Company is slow to acquire client  contracts to design and
produce  Internet  websites,  the  existing  capital of the  Company  may not be
sufficient to carry on the stated purpose of the Company,  or in the alternative
the development of the business will be delayed.                                

Item 3.  Description of Property.                                               

     The Company owns no real or personal  property and  maintains its executive
offices at business offices located at 1629 York Street, Denver, Colorado 80206.
Its  telephone  number is (303)  691-6163.  The Company  has agreed,  commencing
February 1, 1997, to pay a minimum of $100 per month in rent on a month-to-month
basis for this office-sharing  arrangement;  which arrangement is expected to be
adequate to meet the Company's foreseeable future needs.                        

Item 4.  Security Ownership of Certain Beneficial Owners and Management.        

     The following table sets forth certain  information as of October 30, 1997,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the  Company  to be the  beneficial  owner of more than five  percent  of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Each of the  shareholders  has sole voting and investment
power with respect to the shares of Common Stock beneficially owned.            

      Shares
Name and Address of                     Beneficially               Percent      
Beneficial Owner                        Owned                      of Class     
--------------------------------        ------------------         --------     

Gerald H. Trumbule*                         50,000                   2.5%       
1629 York Street                                                                
Denver, CO 80206                                                                

Clark Burch*                                50,000                   2.5%       
529 Cherokee Street                                                             
Denver, CO 80204                                                                

Mansfield Consultants Limited           18,300,000                    90%       
c/o David R. Reitsema, Esq.                                                     
4155 E. Jewell Avenue, Suite 909                                                
Denver, CO 80222                                                                

All Executive Officers and Directors       100,000                    5%        
as a Group (two persons)                                                        

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

 *Executive officer and member of the Board of Directors of the Company.

Item 5. Directors, Executive Officers, Promoters and Control Persons.           

     Set forth  below are the names,  ages and  positions  with the  Company and
business experience of the executive officers and directors of the Company.     

Name                             Age            Position(s) with Company        
------                           ---            --------------------------      
Gerald H. Trumbule*              56             President and Director          

Clark Burch*                     52             Secretary/Treasurer and Director

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

     *The  above-named  persons may be deemed to be "promoters" and "parents" of
the  Company,  as those  terms are  defined  under  the  Rules  and  Regulations
promulgated under the Securities Act of 1933, as amended.                       

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors.  It is anticipated that Messrs.
Trumbule  and Burch  will  devote  such time and effort as may be  necessary  to
participate in the day-to-day management of the affairs of the Company.         

Family Relationships                                                            

     No family  relationship exists between the executive officers and directors
of the Company.                                                                 

Business Experience                                                             

     Gerald H.  Trumbule,  Ph.D.  has been the  President  of the Company  since
January  2,  1997.  Since  1979,  Dr.  Trumbule  has been and  currently  is the
President of The Education Centers of Colorado, a private company which supplies
corporate  computer  training  and  support.  Dr.  Trumbule  was the founder and
director  of the  Western  States  Film  Institute  and  has  directed  over  50
commercials and  documentaries  in film and video. Dr. Trumbule was formerly the
founder  and  director  of  Sebastian  House,  Inc.,  a  non-profit  educational
corporation;  Assistant Professor of Psychology, University of Toronto, Ontario;
Fellow,  Institute of Neurological  Sciences,  University of  Pennsylvania;  and
Research  Assistant,  Walter  Reed Army  Institute  of  Research  and NASA Space
Research  Laboratory,  College Park,  MD. Dr.  Trumbule's  degrees  include B.S.
Psychology  -  University  of Maryland  1965,  M.S.  Experimental  Psychology  -
University of  Pennsylvania  1966, and Ph.D.  Physiological  Psychology  (ABD) -
University of Pennsylvania 1970.                                                

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     Clark Burch has been the  Secretary  and a Director  of the  Company  since
January 2, 1997,  and prior to that he was the  President  of the  Company  from
inception. He is a video producer-director of television productions.  Mr. Burch
has been, and currently is, the President of ArtsWorth,  Inc., a music and video
production  company.  Mr. Burch has produced and directed 110 half-hour programs
of "Comminatcha Live", a cable television series now in its third re-run. He has
produced the  following  video music  productions:  "Queen of the Night" - Julie
Young,  performer  1985; "The Big Thompson" - Chuck Pyle,  performer;  and "Life
Explodes" - The Live Explodes Band. Mr. Burch obtained a Bachelor of Arts Degree
from Mankato  State  University  in 1966.  He is a member of the Rocky  Mountain
Music Association,  Denver,  Colorado. From 1982 to 1985, Mr. Burch was actively
engaged as a licensed real estate agent.                                        

Item 6.  Executive Compensation.                                                

                                                        · Enlarge/Download Table


                                                 SUMMARY OF COMPENSATION TABLE                                                      

                                                                                  Long Term Compensation                            
                                    Annual Compensation                                   Awards               Payouts              
                           -------------------------------------------------------------------------------------------------------- 
(a)                (b)       (c)               (d)              (e)             (f)              (g)            (h)        (i)      
Name                                                          Other                            Securities                   All     
and                                                           Annual          Restricted       Underlying                   Other   
Principal                                                     Compen-         Stock            SAR's          LTIP         Compen   
Position          Year     Salary($)        Bonus($)          sation ($)      Awards ($)       (#)            Payouts ($)  sation($)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                                    
Gerald H.         1997     -0-              -0-               -0-             -0-              -0-            -0-            -0-    
Trumbule                                                                                                                            
President                                                                                                                           

Clark             1997     -0-              -0-               -0-             -0-              -0-            -0-            -0-    
Burch                                                                                                                               
Secretary                                                                                                                           

Proposed Remuneration                                                           
---------------------                                                           

     The Company  proposes to  compensate  its officers and  directors at a time
commencing  when the  revenues of the Company can  adequately  maintain  such an
expenditure without encumbering the on-going continuation of the Company and its
business goals.  The amount of such  compensation has not been determined at the
time of this registration statement.                                            

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Item 7. Certain Relationships and Related Transactions.                         

     The Company  maintains its executive  offices at business offices leased by
its  president  at 1629 York Street,  Denver,  Colorado  80206.  The Company has
agreed to pay,  commencing February 1, 1997, a minimum of $100 per month in rent
on a  month-to-month  basis for this  office-sharing  arrangement.  The  Company
believes that the terms of this  arrangement are more favorable than those which
could  have been  obtained  from an  unaffiliated  third  party  for  comparable
arrangements in the Denver, Colorado, area.                                     

Item 8. Description of Securities.                                              

     The Company is authorized to issue  50,000,000  shares of its Common Stock,
no par value, and 5,000,000 shares of its Preferred Stock, no par value.        

Description of Common Stock                                                     
---------------------------                                                     

     Each share of Common Stock is entitled to share pro rata in  dividends  and
distributions  with respect to the Common Stock when,  as and if declared by the
Board of  Directors  from funds  legally  available  therefor.  No holder of any
shares of Common Stock has any  pre-emptive  right to  subscribe  for any of the
Company's  securities.  Upon  dissolution,  liquidation  or  winding  up of  the
Company,  the assets will be divided pro rata on a  share-for-share  basis among
holders of the shares of Common  Stock after any  required  distribution  to the
holders of the preferred stock. All shares of Common Stock outstanding are fully
paid and nonassessable.                                                         

     Each  shareholder  of Common  Stock is  entitled to one vote per share with
respect to all matters that are required by law to be submitted to shareholders.
The  shareholders  are not  entitled  to  cumulative  voting in the  election of
directors.  Accordingly,  the holders of more than 50% of the shares  voting for
the election of directors will be able to elect all the directors if they choose
to do so.                                                                       

Description of Preferred Stock                                                  
------------------------------                                                  

     The Directors  have assigned the  following  preferences  to the issued and
outstanding  shares  of  Preferred  Stock:  (i) the  Preferred  Stock  shall  be
non-voting,  (ii) the holders of the Preferred Stock, as a group, shall 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 and  Registrar.  The Transfer  Agent and  Registrar for the
Company's Common and Preferred Stock is Corporate Stock Transfer, Inc., 370 17th
Street, Suite #2350, Denver, Colorado 80202.                                    

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 PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and     
Other Shareholder Matters.                                      

(a) Market Information.                                               

     There has been no  established  public  trading market for the Common Stock
since the Company's inception on December 6, 1994.                              

(b) Holders.                                                          

     As of October 30, 1997, the Company had 43  (forty-three)  shareholders  of
record of its 20,380,000  issued and outstanding  shares of Common Stock and one
(1) holder of 300,000 shares of Preferred Stock.                                

(c) Dividends.                                                        

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.        

Item 2. Legal Proceedings.                                                      

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.                  

Item 3. Changes in and Disagreements with Accountants.                          

     There has been no change in the  Company's  independent  accountant,  Kish,
Leake & Associates,  P.C., 7901 East Belleview  Avenue,  Suite #220,  Englewood,
Colorado 80111, during the Company's two most recent fiscal years ended December
31, 1995 and 1996 and the Period December 6, 1994 (Inception)  through September
30, 1997.                                                                       

Item 4. Recent Sales of Unregistered Securities.                                

     The Company,  in June 1997, sold and issued 300,000 shares of its Preferred
Stock in an aggregate  amount of $3,000.00  under the exemption to  registration
provided by Section 4(2) of the  Securities  Act of 1933,  as amended (the "1933
Act") and  11-51-308(1)(i)  of the  Colorado  Securities  Act,  as amended  (the
"Colorado  Act").  In June 1995 the Company  sold and issued  380,000  shares of
Common Stock, in an aggregate amount of $380.00, under the exemption provided by
Regulation D, Rule 504 of the 1933 Act and Section 11-51-308(p) of the Colorado 

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Act. Subsequently on June 2, 1997, the Company sold and issued 20,000,000 shares
of its Common Stock in an aggregate  amount of  $10,000.00  under the  exemption
provided by Regulation D, Rule 504 of the 1933 Act.                             

     The facts  relied  upon by the  Company  to make the  exemptions  available
include the following: (i) the aggregate offering price for the offerings of the
shares of Common Stock did not exceed  $1,000,000,  less the aggregate  offering
price for all  securities  sold within the twelve months before the start of and
during the  offering of the shares in reliance on any  exemption  under  Section
3(b) of, or in violation of Section 5(a) of, the Act;  (ii) the required  number
of  manually  executed  originals  and true  copies of Form D,  accompanied,  in
connection  with the Colorado  notification  of exemption,  with the appropriate
exemption fee, were duly and timely filed with the U.S.  Securities and Exchange
Commission  and  the  Colorado   Division  of   Securities;   (iii)  no  general
solicitation  or advertising was conducted by the Company in connection with the
offering of any of the  shares;  and (iv) the fact that the Company has not been
since its inception (a) subject to the reporting  requirements  of Section 13 or
15(d) of the  Securities  Exchange Act of 1934, as amended;  (b) an  "investment
company"  within the meaning of the Investment  Company Act of 1940, as amended;
or (c) a development  stage company that either has no specific business plan or
purpose  or has  indicated  that its  business  plan is to engage in a merger or
acquisition  with an  unidentified  company  or  companies,  or other  entity or
person.                                                                         

Item 5. Indemnification of Directors and Officers.                              

     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

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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.                                                  

     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.                                                                         

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     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.                                                                   

PART F/S

     The  Financial  Statements  of I-Tech  Holdings  Group,  Inc.,  required by
Regulation  S-X  commence  on page F-1  hereof in  response  to Part F/S of this
Registration  Statement  on Form  10-SB  and  are  incorporated  herein  by this
reference.                                                                      

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ITech Holdings Group, Inc.

 TABLE OF CONTENTS

                                                  Page
                                                  ----

Independent Auditors' Report                            1     

Financial Statements                                          

    Balance Sheet                                  2

    Statement of Operations                        3

    Statement of Cash Flows                        4

    Statement of Shareholder's Equity              5

     Notes to the Financial Statements             6-9

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ITech Holdings Group, Inc.

FINANCIAL STATEMENTS

with

Independent Auditors' Report

 For the Years Ended December 31, 1995, 1996 and
 the Unaudited Interim Period Ended May 31, 1997 and
the Unaudited Period December 6, 1994 (Inception) through May 31, 1997

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Kish - Leake & Associates, P.C. 
Certified Public Accountant 

J.D. Kish, C.P.A., M.B.A                       7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T.                           Englewood, Colorado 80111
---------------------------                             Telephone (303) 779-5006
Arleen R. Brogan, C.P.A.                                Facsimile (303) 779-5724

Independent Auditor's Report

We have audited the accompanying balance sheet of ITech Holdings Group, Inc. (a 
Developmental  Stage  Company),  at December  31,  1995,  1996,  and the related
statement of operations, shareholders' equity, and cash flows for the year ended
December 31, 1995, 1996. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.                                        

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles  used and the overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.                                                                        

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ITech Holdings Group, Inc. at 
December 31, 1995, 1996 and the results of its operations and its cash flows for
the years ended December 31, 1995,  1996, in conformity with generally  accepted
accounting principles.                                                          

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 4 to the  financial
statements,  the Company is in the development stage and has no operations as of
December  31,  1996.  The lack of  sufficient  working  capital to operate as of
December  31, 1996 raises  substantial  doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 4. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of these uncertainties.                                 

/s/  Kish, Leake & Associates, P.C.                                             
--------------------------------------                                          
Kish, Leake & Associates, P.C.                                                  
Certified Public Accountants                                                    
Englewood, Colorado                                                             
February 1, 1997                                                                

 1

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ITech Holdings Group, Inc.                                                      
(A Development Stage Company)                                                   
Balance Sheet                                                                   

--------------------------------------------------------------------------------
                                                        Unaudited    Audited
                                                NOTES    September    December
                                                -----    30, 1997     31, 1996
                                                         --------     --------

ASSETS                                                                          

Current Assets  Cash                                       $  8,883    $      0 
                                                          ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY                                            

LIABILITIES  Due To Related Entity For Rent                $    800    $      0 
                                                          --------    --------

SHAREHOLDERS' EQUITY                             1,2,5                          

Common Stock, No Par Value                                                      
Authorized 50,000,000 shares; Issued And                                      
Outstanding At May 31, 1997 (Unaudited)                                       
20,380,000 Shares At December 31, 1996                                        
380,000 Shares                                              10,480         480

Preferred Stock, No Par Value,                                                  
Non Voting, Authorized 5,000,000 shares;                                      
Issued And Outstanding 300,000 Shares                        3,000           0

Deficit Accumulated During                                                      
The Development Stage                                        (5,397)       (480)
                                                          --------    --------

TOTAL SHAREHOLDERS' EQUITY                                    8,083           0 
                                                          --------    --------

TOTAL LIABILITIES AND                                                           
SHAREHOLDERS' EQUITY                                       $  8,883    $      0 
                                                          ========    ========

 The Accompanying Notes Are An Integral Part Of These Financial Statements

 2

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ITech Holdings Group, Inc.                                                                                                          
(A Development Stage Company)                                                                                                       
Statement Of Operations                                                                                                             

----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                        Unaudited   
                                                                                                                        December    
                                                                                                 Unaudited               6,1994     
                                                                                                Nine Months            (Inception)  
                                                       Year Ended           Year Ended             Ended                 Through    
                                                        December             December            September              September   
                                      Notes             31, 1995             31, 1996             30, 1997               30, 1997   
                                      -----             --------             --------             --------               --------   

                                                                                                                                    
Revenue                                               $          0          $          0         $          0          $          0 
                                                      ------------          ------------         ------------          ------------ 

Consulting                                                       0                     0                    0                   380 
Fees                                                             0                     0                  265                   265 
Legal & Accounting                                               0                     0                2,750                 2,750 
Office                                                           0                     0                  122                   122 
Rent                                                           100                     0                  800                   900 
Stock Transfer                                                   0                     0                  980                   980 
                                                      ------------          ------------         ------------          ------------ 
Total Expenses                                                 100                     0                4,917                 5,397 

Net (Loss)                                            $       (100)         $          0               (4,917)               (5,397)
                                                      ============          ============         ============          ============ 

Net (Loss) Per Common Share              1            $      (0.00)         $       0.00         $      (0.00)         $      (0.00)
                                                      ============          ============         ============          ============ 

Common Shares Outstanding                2                 380,000               380,000           20,380,000            20,380,000 
                                                      ============          ============         ============          ============ 

                           The Accompanying Notes Are An Integral Part Of These Financial Statements.                               

                                                             3                                                                      

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ITech Holdings Group, Inc.                                                                                                          
(A Development Stage Company)                                                                                                       
Statement Of Cash Flow                                                                                                              

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          Unaudited 
                                                                                                          Unaudited        6, 1994  
                                                                                                         Nine Months     (Inception)
                                                                     Year Ended        Year Ended           Ended          Through  
                                                                      December          December          September        September
                                                    Notes             31, 1995          31, 1996          30, 1997         30, 1997 
                                                    -----             --------          --------          --------         -------- 

                                                                                                                                    
Net (Loss)                                                            $   (100)         $      0         $ (4,917)         $ (5,397)
                                                                      --------          --------         --------          -------- 

Plus Items Not Affecting Cash Flow:                                          0                 0                0                 0 

Increase In Accounts Payable                                                 0                 0              800               800 

Net Cash Flows From Operations                                            (100)                0           (4,117)           (4,597)
                                                                      --------          --------         --------          -------- 

Cash Flows From Investing Activities:                                                                                               

Net Cash Flows From Investing:                                               0                 0                0                 0 
                                                                      --------          --------         --------          -------- 
Cash Flows From Financing Activities:                                                                                               

Common Stock Issued For Services                      2                                                                         380 
Common Stock Issued For Cash                                                                               10,000            10,000 
Contributed Capital                                   2                                                                         100 
Preferred Stock Issued For Cash                       2                      0                 0            3,000             3,000 
                                                                      --------          --------         --------          -------- 
Net Cash Flows From Financing:                                               0                 0           13,000            13,480 

Net Increase (Decrease) In Cash                                           (100)                0            8,883             8,883 
Cash At Beginning Of Period                                                100                 0                0                 0 
                                                                      --------          --------         --------          -------- 
Cash At End Of Period                                                 $      0          $      0         $  8,883          $  8,883 
                                                                      ========          ========         ========          ======== 

Summary Of NonCash Investing And Financing                                                                                          
 Activities:                                                          $      0          $      0         $      0          $      0 
                                                                      ========          ========         ========          ======== 

                            The Accompanying Notes Are An Integral Part Of These Financial Statements.                              

                                                            4                                                                       

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ITech Holdings Group, Inc.                                                                                                          
(A Development Stage Company)                                                                                                       
Unaudited Statement Of Shareholders' Equity                                                                                         

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Net (Loss)                
                                                                                                          Accumulated               
                                                   Number Of      Number Of                               During The                
                                                    Shares          Shares      Common       Preferred    Development               
                                          NOTES     Common        Preferred      Stock         Stock         Stage          Total   
                                          -----     ------        ---------      -----         -----         -----          -----   

                                                                                                                                    
Balance At December 6, 1994                 2             0              0    $         0   $         0   $         0    $        0 

June 15, 1995 issued                                                                                                                
 380,000 Shares Of No Par Value                                                                                                     
 Common Stock for services valued at                                                                                                
 $380 or $.001 per share                            380,000              0            380             0                         380 

Additional Capital Contribution                                                       100                                       100 

Net (Loss)                                                                                                       (380)         (380)
                                                -----------    -----------    -----------   -----------   -----------    ---------- 

Balance At December 31, 1995                        380,000              0            480             0          (380)          100 

Net (Loss)                                                                                                       (100)         (100)
                                                -----------    -----------    -----------   -----------   -----------    -----------

Balance At December 31, 1996                        380,000              0            480             0          (480)            0 

January 2, 1997 issued                                                                                                              
 300,000 Shares Of No Par Value                                                                                                     
 Preferred Stock for  $3,000 or                                                                                                     
 $.01 per share                                           0        300,000              0         3,000                       3,000 

March & May, 1997 issued                                                                                                            
 20,000,000 Shares Of No Par Value                                                                                                  
 Common Stock for  $10,000 or                                                                                                       
 $.0005 per share (Unaudited)                    20,000,000              0         10,000             0                      10,000 

Unaudited Net (Loss)                                                                                           (4,917)       (4,917)
                                                -----------    -----------    -----------   -----------   -----------    -----------

Unaudited Balance At September 30, 1997          20,380,000        300,000    $    10,480   $     3,000   $    (5,397)   $    8,083 
                                                ===========    ===========    ===========   ===========   ===========    ===========

                            The Accompanying Notes Are An Integral Part Of These Financial Statements.                              

                                                             5                                                                      

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ITech Holdings Group, Inc.                                                      
(A Development Stage Company)                                                   
Notes to Financial Statements                                                   
At December 31, 1995, 1996                                                      

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

Note 1 Organization and Summary of Significant Accounting Policies              
------------------------------------------------------------------              

Organization:                                                                   
-------------                                                                   

On  December  6,  1994,   ITech  Holdings  Group,   Inc.  ("the  Company")  was 
incorporated  under  the  laws  of  Colorado,  to  engage  in  the  business  of
environmental  technologies of all types and  manufacturing  products related to
environmental technologies. The Company may also engage in any business which is
permitted by the Colorado  Business  Corporation Act, as designated by the board
of directors of the Company.  In January 1997, the Company will  investigate the
advantages  of engaging in the business of  consulting  services to business and
industry management.                                                            

Developmental Stage:                                                            

The  Company is  currently  in the  developmental  stage and has no  significant
operations to date.                                                             

Statement of Cash Flows:                                                        

For  purposes of the  statement  of cash flows,  the  Company  considers  demand
deposits and highly liquiddebt  instruments  purchased with a maturity of three 
months or less to be cash equivalents.                                          

Cash paid for interest and taxes in the period ended December 31, 1995, 1996 was
$0. Net (Loss) Per Common Share:                                                

The net (loss) per common  share is computed by dividing  the net (Loss) for the
period by the  weighted  average  number of shares  outstanding  at December 31,
1995, 1996.                                                                     

Note 2 Capital Stock                                                            
--------------------                                                            

Common Stock:                                                                   

The Company initially authorized 50,000,000 shares of no par value common stock.
On June 15, 1995 380,000  shares of no par common stock were issued for services
valued at $380 or $.001 per share.                                              

 6

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ITech Holdings Group, Inc.                                                      
(A Development Stage Company)                                                   
Notes to Financial Statements                                                   
At December 31, 1995, 1996                                                      

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

Note 2 Capital Stock (Continued)                                                
--------------------------------                                                

Preferred Stock                                                                 

The Company initially  authorized  5,000,000 shares of no par value,  non-voting
preferred stock.                                                                

On January 22,  1997,  the  Company  issued  300,000  shares of its no par value
preferred  stock for $3,000 or $.01 per share.  The Directors  have assigned the
following  preferences to the issued and outstanding  shares of Preferred Stock:
(I) the Preferred Stock shall be nonvoting,  (ii) the holders of the stock as a 
group have the right to receive,  prorata, 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.                            

The Company has declared no dividends through December 31, 1996.                

Note 3 Income Taxes                                                             
-------------------                                                             

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related  primarily to differences  between the recorded book basis and tax basis
of assets and liabilities  for financial and income tax reporting.  The deferred
tax assets and liabilities represent the future tax return consequences of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  Deferred  taxes are also  recognized for
operating  losses that are  available to offset  future  taxable  income and tax
credits that are available to offset federal income taxes.  Due to the Company's
net operating loss there are no income taxes currently due. Also,  there were no
material  differences  between recorded book basis and tax basis at December 31,
1996.                                                                           

The Company  follows  Financial  Accounting  Standards  Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109),  which requires,  among other things,
an asset and liability  approach to  calculating  deferred  income taxes.  As of
December 31, 1996, the Company has a deferred tax asset of $20 primarily for its
net  operating  loss  carry  forward  which has been  fully  reserved  through a
valuation allowance. The change in the valuation allowance for December 31, 1996
is $0.                                                                          

Note 4 Related Party Events                                                     
---------------------------                                                     

The Company presently  maintains its principal offices at an address provided by
a related  party at a monthly  rental of $100 per month,  plus any  expenses  of
telephone,  fax, and  secretarial  services,  commencing  February 1, 1997.  The
office is located at 1629 York Street, Denver, Colorado 80206.                  

 7

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ITech Holdings Group, Inc.                                                      
(A Development Stage Company)                                                   
Notes to Financial Statements                                                   
At December 31, 1995, 1996                                                      

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

Note 5 Basis Of Presentation                                                    
----------------------------                                                    

In  the  course  of  its  development  activities,  the  Company  has  sustained
continuing losses and expects such losses to continue in the foreseeable future.
The Company plans to continue  financing its operations  with stock sales and in
the longer term, revenues from its operations. The Company's ability to continue
as a going concern is dependent upon the  successful  completion of its offering
of common stock, additional financing and, ultimately, upon achieving profitable
operations.                                                                     

Note 6 New Accounting Pronouncements                                            
------------------------------------                                            

SFAS No. 123, "Accounting for StockBased Compensation" (SFAS 123) issued by the 
FASB is effective  for  specific  transactions  entered into after  December 15,
1995,  while the  disclosure  requirements  of SFAS  No.123  are  effective  for
financial statements for fiscal years beginning no later than December 15, 1995.
The new standard  established a fair value method of accounting for  stockbased 
compensation  plans  for  transactions  in which an  entity  acquires  goods and
services from nonemployees in exchange for equity instruments. The Company will 
not adopt this accounting  policy for stock based  compensation but will provide
the required financial statement disclosures.  At this time there are no options
outstanding that would cause an impact on the Company's  financial  position and
results of operations.                                                          

Note 7 Subsequent Events                                                        
------------------------                                                        

The Company plans to offer for sale up to 4,000 units (the "Units") at $2.50 per
Unit, or $.0005 per share,  based on a best efforts basis to Colorado  residents
and nonUnited  States  citizens only. Each Unit is comprised of 5,000 shares of 
no par value common stock.  The minimum purchase is 5 Units for a total offering
of $10,000.  The shares of common stock  contained in the Units are to be issued
pursuant to an exemption from registration  under Section 3(b) and Regulation D,
Rule 504, of the  Securities  Act of 1933,  as amended,  and to an  exemption to
registration  provided by Section  1151  308(l)(p) of the Colorado  Securities  
Act.                                                                            

Note 8 Unaudited Interim Financial Information                                  
----------------------------------------------                                  

The  information  furnished  herein was taken from the books and  records of the
Company  without  audit.  The Company  believes,  however,  that it has made all
adjustments  necessary  to reflect  properly the results of  operations  for the
interim period ended September 30, 1997. The adjustments  consist only of normal
reoccurring  accruals.  The results of operations  for the interim  period ended
September 30, 1997 are not necessarily  indicative of the results to be expected
for the fiscal year ended December 31, 1997.                                    

 8

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ITech Holdings Group, Inc.                                                      
(A Development Stage Company)                                                   
Notes to Financial Statements                                                   
At December 31, 1995, 1996                                                      

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

Note 8 Unaudited Financial Information (Continued)                              
--------------------------------------------------                              

On June 2, 1997,  the Company  completed its offering of no par common stock and
sold and  issued  20,000,000  shares  for an  aggregate  of $10,000 or $.005 per
share. In August 1997 the Company  determined to change its business  purpose to
that of  designing  and  producing  internet  websites for business and industry
clients on a contract basis.                                                    

 9

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PART III

Item 1. Index to Exhibits                                                       

Item                                                                            
Number                     Description                                          
----------           --------------------------------------------------------   

2.1*                 Articles of Incorporation of I-Tech Holdings Group, Inc.,  
filed ________________.               

2.2*                 Bylaws of I-Tech Holdings Group, Inc.                      

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

*Filed herewith.                                                      

Item 2. Description of Exhibits                                                 

     The documents  required to be filed as Exhibit Number 2 in Part III of Form
1-A filed as part of this  Registration  Statement  on Form  10-SB are listed in
Item 1 of this Part III above.  No documents are required to be filed as Exhibit
Numbers 3, 5, 6 or 7 in Part III of Form 1-A, and the  reference to such Exhibit
Numbers is therefore omitted. No additional exhibits are filed hereto.          

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SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
registrant caused this Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.                                         

                                   I-TECH HOLDINGS GROUP, INC.
                    (Registrant)

Date: _________________             By: /s/                                     
                                            ------------------------------------
                                     Gerald H. Trumbule, President

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10SB12G Filing	Date	First	Last	Other Filings

	12/6/94	2	19
	6/15/95	2	18
	12/15/95	21
	12/31/95	8	22
	12/31/96	8	22
	1/2/97	5	18
	1/22/97	20
	2/1/97	4	20
	5/31/97	13	15
	6/2/97	2	22
	9/30/97	3	21
	10/30/97	4	8
	12/31/97	21
Filed As Of	1/29/98
Filed On	1/30/98

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Stockgroup Information Systems Inc · 10SB12G · On 1/30/98

Filed On 1/30/98 · SEC File 0-23687 · Accession Number 1000096-98-67

Registration of Securities of a Small-Business Issuer · Form 10-SBFiling Table of Contents

10SB12G · Form 10sb12bDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

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