<PAGE>   1


      As filed with the Securities and Exchange Commission on July 3, 2001

                                                    Registration No. ___________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        TeleServices Internet Group Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                            <C>
                         Florida                                                            59-2773602
-------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

100 Second Avenue South, Suite 1000, St. Petersburg, Florida                                  33701
-------------------------------------------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                                           (Zip Code)
</TABLE>


                          TeleServices 2001 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


         Paul W. Henry, Secretary, 100 Second Avenue South, Suite 1000,
                         St. Petersburg, Florida 33701
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (727) 897-4036
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           offering price       aggregate offering          Amount of
    to be registered           registered            per share (1)             price (1)        registration fee (1)
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                   <C>                   <C>
     Common Stock,
  $.0001 Par Value (2)         15,000,000                 $.10                $1,500,000               $375.00
----------------------------------------------------------------------------------------------------------------------
         TOTALS                15,000,000                                     $1,500,000               $375.00
======================================================================================================================
</TABLE>

(1)  Because the offering price of shares of Common Stock being registered under
     the TeleServices 2001 Stock Plan is not known at this time, the proposed
     maximum offering price per share, the proposed maximum aggregate offering
     price and the registration fee with respect to these shares have been
     calculated pursuant to Rule 457(h)(1) and Rule 457(c) of Regulation C under
     the Securities Act of 1933, as amended, which require that, solely for
     purposes of calculating the registration fee, these figures are based upon
     the average of the bid and asked price per share of the Registrant's common
     stock on a date within five (5) days prior to the date of filing of this
     Registration Statement, as reported on the National Association of
     Securities Dealers, Inc. OTC Bulletin Board.

(2)  To be issued, at the sole discretion of the Registrant, directly or
     pursuant to options under the TeleServices 2001 Stock Plan.


<PAGE>   2


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


         The document(s) containing the information concerning the TeleServices
2001 Stock Plan, effective as of July 2, 2001 (the "Plan"), required by Item 1
of Form S-8, and the statement of availability of registrant information and
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. TeleServices
Internet Group Inc., a Florida corporation (the "Company"), shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.



                                       1
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000; Quarterly Report on Form 10-QSB for the period ended March
31, 2001; Notification of Late Filing (of the Form 10-KSB) on Form 12b-25 filed
April 2, 2001; and Current Reports on Form 8-K filed March 8, 2001 and May 24,
2001. All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such copies shall be
directed to Shareholder Relations, TeleServices Internet Group Inc., 100 Second
Avenue South, Suite 1000, St. Petersburg, Florida 33701 (telephone:
727-897-4036).

ITEM 4. DESCRIPTION OF SECURITIES.

         COMMON STOCK.

         The authorized capital of the Company consists of 300,000,000 shares of
Common Stock, $.0001 par value per share. The holders of the shares of Common
Stock have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company and
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon the liquidation, dissolution or
winding-up of the affairs of the Company. Holders of Common Stock do not have
pre-emptive, subscription or conversion rights. There are no redemption
provisions in the Company's Articles of Incorporation. Holders of Common Stock
are entitled to one vote per share on all matters which shareholders are
entitled to vote upon at all meetings of the shareholders. All shares of Common
Stock to be issued in this offering, when paid for in accordance with the terms
hereof, will be validly issued, fully paid and non-assessable.

         The Company's Bylaws permit the holders of the minimum number of shares
necessary to take action at a meeting of shareholders (normally a majority of
the outstanding shares) to take action by written consent without a meeting,
provided notice is given within ten days to all other shareholders.

         The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding shares
can elect all of the directors of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Members of the law firm of Futro & Trauernicht, LLC, Attorneys and
Counselors at Law, counsel to the Company, and whose opinion as to the validity
of the issuance of shares of Common Stock hereunder is attached as an exhibit
hereto, may in the future be issued shares of Common Stock under the Plan or
granted options to purchase shares of Common Stock pursuant to the Plan.


                                       2
<PAGE>   4


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The General Corporation Law of Florida eliminates the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit Number             Description
         --------------             -----------
         <S>                        <C>
                4.10                The Company's Bylaws, as amended, which define the rights of holders of the
                                    equity securities being registered. (Incorporated by reference to Exhibit 3.6 of
                                    the Company's Registration Statement on Form SB-2 (file no. 333-78077) filed
                                    on May 7, 1999.)

                4.11                The Company's Articles of Incorporation, as amended, which define the rights of
                                    holders of the equity securities being registered. (Incorporated by reference to
                                    Exhibit 3.9 of the Company's Report on Form 8-K dated June 14, 2000 and filed
                                    June 15, 2000.)

                5.15                Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)

               10.35                TeleServices 2001 Stock Plan dated July 2, 2001. (Filed herewith.)

               23.34                Consent of Schumacher & Associates, Inc., Certified Public Accountants. (Filed
                                    herewith.)

               23.35                Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.15.)
</TABLE>


ITEM 9. UNDERTAKINGS.

         The undersigned Company 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 of 1933;

         (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;


                                       3
<PAGE>   5


         (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.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, 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.

(4)      The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in 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.

(5)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers, and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other that the payment by the Company of expenses incurred or paid by
         a director, officer, or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person of the Company in the
         successful defense of that action suit, or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Company 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.






                                       4
<PAGE>   6


                                   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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, State of Massachusetts, on the 3rd day
of July, 2001.


                                      TELESERVICES INTERNET GROUP INC.


                                      By: /s/ Paul W. Henry
                                         ---------------------------------------
                                         Paul W. Henry, Chief Executive Officer,
                                         Chief Financial and Accounting Officer



         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.


                                      By: /s/ Paul W. Henry
                                         ---------------------------------------
                                         Paul W. Henry, Chief Executive Officer,
                                         Chief Financial and Accounting Officer,
                                         Director


                                      Dated:  July 3, 2001



                                      By: /s/ J.R. LeShufy
                                         ---------------------------------------
                                         J.R. LeShufy, Director

                                      Dated:  July 3, 2001



                                       5
<PAGE>   7


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
         Exhibit Number             Description
         --------------             -----------
         <S>                        <C>
                4.10                The Company's Bylaws, as amended, which define the rights of holders of the
                                    equity securities being registered. (Incorporated by reference to Exhibit 3.6 of
                                    the Company's Registration Statement on Form SB-2 (file no. 333-78077) filed
                                    on May 7, 1999.)

                4.11                The Company's Articles of Incorporation, as amended, which define the rights of
                                    holders of the equity securities being registered. (Incorporated by reference to
                                    Exhibit 3.9 of the Company's Report on Form 8-K dated June 14, 2000 and filed
                                    June 15, 2000.)

                5.15                Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)

               10.35                TeleServices 2001 Stock Plan dated July 2, 2001. (Filed herewith.)

               23.34                Consent of Schumacher & Associates, Inc., Certified Public Accountants. (Filed
                                    herewith.)

               23.35                Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.15.)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d88871s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19352}]
{"company-data": {"conformed-name": "TELESERVICES INTERNET GROUP INC", "cik": "0000808713", "assigned-sic": "7389", "irs-number": "592773602", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64586", "film-number": "1674957"}, "business-address": {"street1": "100 SECOND AVE SOUTH", "street2": "STE 1000", "city": "ST PETERSBURG", "state": "FL", "zip": "33701", "phone": "7278954410"}, "mail-address": {"street1": "100 SECOND AVE SOUTH", "street2": "STE 1000", "city": "ST PETERSBURG", "state": "FL", "zip": "33701"}, "former-company": [{"former-conformed-name": "TELESERVICES INTERNATIONAL GROUP INC", "date-changed": "19970312"}, {"former-conformed-name": "VISITORS SERVICES INTERNATIONAL CORP", "date-changed": "19961023"}, {"former-conformed-name": "DYNASTY CAPITAL CORP", "date-changed": "19941026"}]}
1

      As filed with the Securities and Exchange Commission on July 3, 2001

                                                    Registration No. ___________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        TeleServices Internet Group Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
Florida                                                            59-2773602
-------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

100 Second Avenue South, Suite 1000, St. Petersburg, Florida                                  33701
-------------------------------------------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                                           (Zip Code)
TeleServices 2001 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

         Paul W. Henry, Secretary, 100 Second Avenue South, Suite 1000,
                         St. Petersburg, Florida 33701
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (727) 897-4036
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           offering price       aggregate offering          Amount of
    to be registered           registered            per share (1)             price (1)        registration fee (1)
----------------------------------------------------------------------------------------------------------------------
Common Stock,
  $.0001 Par Value (2)         15,000,000                 $.10                $1,500,000               $375.00
----------------------------------------------------------------------------------------------------------------------
         TOTALS                15,000,000                                     $1,500,000               $375.00
======================================================================================================================
(1)  Because the offering price of shares of Common Stock being registered under
     the TeleServices 2001 Stock Plan is not known at this time, the proposed
     maximum offering price per share, the proposed maximum aggregate offering
     price and the registration fee with respect to these shares have been
     calculated pursuant to Rule 457(h)(1) and Rule 457(c) of Regulation C under
     the Securities Act of 1933, as amended, which require that, solely for
     purposes of calculating the registration fee, these figures are based upon
     the average of the bid and asked price per share of the Registrant's common
     stock on a date within five (5) days prior to the date of filing of this
     Registration Statement, as reported on the National Association of
     Securities Dealers, Inc. OTC Bulletin Board.

(2)  To be issued, at the sole discretion of the Registrant, directly or
     pursuant to options under the TeleServices 2001 Stock Plan.
2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         The document(s) containing the information concerning the TeleServices
2001 Stock Plan, effective as of July 2, 2001 (the "Plan"), required by Item 1
of Form S-8, and the statement of availability of registrant information and
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. TeleServices
Internet Group Inc., a Florida corporation (the "Company"), shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

                                       1
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000; Quarterly Report on Form 10-QSB for the period ended March
31, 2001; Notification of Late Filing (of the Form 10-KSB) on Form 12b-25 filed
April 2, 2001; and Current Reports on Form 8-K filed March 8, 2001 and May 24,
2001. All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such copies shall be
directed to Shareholder Relations, TeleServices Internet Group Inc., 100 Second
Avenue South, Suite 1000, St. Petersburg, Florida 33701 (telephone:
727-897-4036).

ITEM 4. DESCRIPTION OF SECURITIES.

         COMMON STOCK.

         The authorized capital of the Company consists of 300,000,000 shares of
Common Stock, $.0001 par value per share. The holders of the shares of Common
Stock have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company and
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon the liquidation, dissolution or
winding-up of the affairs of the Company. Holders of Common Stock do not have
pre-emptive, subscription or conversion rights. There are no redemption
provisions in the Company's Articles of Incorporation. Holders of Common Stock
are entitled to one vote per share on all matters which shareholders are
entitled to vote upon at all meetings of the shareholders. All shares of Common
Stock to be issued in this offering, when paid for in accordance with the terms
hereof, will be validly issued, fully paid and non-assessable.

         The Company's Bylaws permit the holders of the minimum number of shares
necessary to take action at a meeting of shareholders (normally a majority of
the outstanding shares) to take action by written consent without a meeting,
provided notice is given within ten days to all other shareholders.

         The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding shares
can elect all of the directors of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Members of the law firm of Futro & Trauernicht, LLC, Attorneys and
Counselors at Law, counsel to the Company, and whose opinion as to the validity
of the issuance of shares of Common Stock hereunder is attached as an exhibit
hereto, may in the future be issued shares of Common Stock under the Plan or
granted options to purchase shares of Common Stock pursuant to the Plan.

                                       2
4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The General Corporation Law of Florida eliminates the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and (b)
the directors breach of, or failure to perform, those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his conduct was
unlawful; (ii) a transaction from which the director derived an improper person
benefit, either directly or indirectly; (iii) a circumstance under which a
director votes for or assents to an unlawful distribution; (iv) in a proceeding
by or in the right of the Company to procure a judgment in its favor or in the
right of a shareholder, conscious disregard for the best interests of the
Company, or willful misconduct; or (v) in a proceeding by or in the right of
someone other than the Company or a shareholder with, recklessness or an act of
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
Exhibit Number             Description
         --------------             -----------
4.10                The Company's Bylaws, as amended, which define the rights of holders of the
                                    equity securities being registered. (Incorporated by reference to Exhibit 3.6 of
                                    the Company's Registration Statement on Form SB-2 (file no. 333-78077) filed
                                    on May 7, 1999.)

                4.11                The Company's Articles of Incorporation, as amended, which define the rights of
                                    holders of the equity securities being registered. (Incorporated by reference to
                                    Exhibit 3.9 of the Company's Report on Form 8-K dated June 14, 2000 and filed
                                    June 15, 2000.)

                5.15                Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)

               10.35                TeleServices 2001 Stock Plan dated July 2, 2001. (Filed herewith.)

               23.34                Consent of Schumacher & Associates, Inc., Certified Public Accountants. (Filed
                                    herewith.)

               23.35                Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.15.)
ITEM 9. UNDERTAKINGS.

         The undersigned Company 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 of 1933;

         (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;

                                       3
5

         (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.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, 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.

(4)      The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in 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.

(5)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers, and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other that the payment by the Company of expenses incurred or paid by
         a director, officer, or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person of the Company in the
         successful defense of that action suit, or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Company 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.

                                       4
6

                                   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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, State of Massachusetts, on the 3rd day
of July, 2001.

                                      TELESERVICES INTERNET GROUP INC.

                                      By: /s/ Paul W. Henry
                                         ---------------------------------------
                                         Paul W. Henry, Chief Executive Officer,
                                         Chief Financial and Accounting Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

                                      By: /s/ Paul W. Henry
                                         ---------------------------------------
                                         Paul W. Henry, Chief Executive Officer,
                                         Chief Financial and Accounting Officer,
                                         Director

                                      Dated:  July 3, 2001

                                      By: /s/ J.R. LeShufy
                                         ---------------------------------------
                                         J.R. LeShufy, Director

                                      Dated:  July 3, 2001

                                       5
7

                                  EXHIBIT INDEX
Exhibit Number             Description
         --------------             -----------
4.10                The Company's Bylaws, as amended, which define the rights of holders of the
                                    equity securities being registered. (Incorporated by reference to Exhibit 3.6 of
                                    the Company's Registration Statement on Form SB-2 (file no. 333-78077) filed
                                    on May 7, 1999.)

                4.11                The Company's Articles of Incorporation, as amended, which define the rights of
                                    holders of the equity securities being registered. (Incorporated by reference to
                                    Exhibit 3.9 of the Company's Report on Form 8-K dated June 14, 2000 and filed
                                    June 15, 2000.)

                5.15                Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)

               10.35                TeleServices 2001 Stock Plan dated July 2, 2001. (Filed herewith.)

               23.34                Consent of Schumacher & Associates, Inc., Certified Public Accountants. (Filed
                                    herewith.)

               23.35                Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.15.)