As filed with the Securities and Exchange Commission on June 12, 2002

                                                                File No. 0-14206

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 TRAVLANG, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                    13-3174562
-------------------------------              -----------------------------------
(State or other jurisdiction of              I.R. S. Employer Identification No.
incorporation or organization)

                 2 Hashiloach Street, Petach Tikva, Israel 49170
                ------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                           Legal Consulting Agreement
                           --------------------------
                            (Full title of the plan)

                       United States Corporation Company
                             2711 Centerville Road
                                   Suite 400
                           Wilmington, Delaware 19808
                     --------------------------------------
                     (Name and address of agent for service)

                                 (302) 998-0595
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                              CALCULATION OF REGISTRATION FEE
------------------------------ ------------------------- -------------------------- ------------------------- ---------------------

                                                         PROPOSED MAXIMUM           PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE      AMOUNT TO BE              OFFERING PRICE PER         AGGREGATE OFFERING        AMOUNT OF
REGISTERED                     REGISTERED(1)             SHARE(2)                   PRICE(2)                  REGISTRATION FEE
------------------------------ ------------------------- -------------------------- ------------------------- ---------------------
<S>                            <C>                       <C>                        <C>                       <C>
Common Stock, .08 par value    10,000,000                $.04                       $400,000                  $36.80
------------------------------ ------------------------- -------------------------- ------------------------- ---------------------
</TABLE>

<PAGE>

         (1) Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.

         (2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant's common stock on June 10, 2002.



<PAGE>


                                     PART I

ITEM 1.  PLAN INFORMATION

         The Registrant has agreements and/or arrangements with certain
officers/directors, employees and consultants which provide for the issuance of
shares of the Registrant's common stock for services to the Registrant in lieu
of cash compensation. In consideration for the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations, if ever, in order to pay cash
compensation to its officers/directors, employees and consultants, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance and registration of an aggregate of 10,000,000 shares to Ariav
Weinbaum, Adv., an attorney for the Registrant and Sec2Wireless, Inc., its
wholly-owned subsidiary of the Registrant, is being issued 10,000,000 shares
pursuant to a legal consulting agreement attached hereto as Exhibit 10.76.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not applicable.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference into this
Registration Statement:

1. The Registrant's Annual Report on Form 10-KSB for the
year ended July 31, 2001, as filed with the Securities and Exchange Commission
(the "Commission");

2. The Registrant's Quarterly Reports on Form 10-QSB for the
periods ended November 30, 2001 and February 28, 2002 as filed with the
Commission.

3. The Registrant's Current Report on Form 8-K dated March 13, 2002,
as amended, as filed with the Commission. 4. The description of the Registrant's
Common Stock contained in the Registrant's registration statement on Form 8-A
filed with the Commission.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents with the Commission.
Any statement contained in a document 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 a subsequently filed
document 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 part of this Registration
Statement.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under the Delaware General Corporation Law
to indemnify its directors and officers to the extent provided for in such law.
The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant may insure, shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent not prohibited by law. The
Registrant is also a party to indemnification agreements with each of its
directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         5.1      Opinion of Loeb & Loeb LLP

         10.76    Legal Consulting Agreement with Ariav Weinbaum, Adv.

         23.1     Consent of Loeb & Loeb LLP (contained in its opinion filed as
                  Exhibit 5.1 to this Registration Statement)

         23.2     Consent of SF Partnership, LLP

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

                  (b) 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



<PAGE>

Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and

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

                  PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) shall not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are incorporated
                  by reference in the Registration Statement.

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

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Petach Tikva, Israel on this 11th day of June 2002.

                                       TRAVLANG, INC.

                                       By: /s/ Lucien Geldzahler
                                           ------------------------------------
                                           Lucien Geldzahler, President


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

Signature                           Title                        Date

/s/ Lucien Geldzahler
------------------------------
Lucien Geldzahler                   President and Director       June 11, 2002


/s/ Shmuel Weiss
------------------------------
Shmuel Weiss                        Director                     June 11, 2002




<PAGE>



                                  EXHIBIT INDEX

EXHIBIT         DESCRIPTION

5.1             Opinion of Loeb & Loeb LLP

10.76           Legal Consulting Agreement with Ariav Weinbaum, Adv.

23.1            Consent of Loeb & Loeb LLP (contained in its opinion filed as
                Exhibit 5.1 to this Registration Statement)

23.2            Consent of SF Partnership, LLP
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{"company-data": {"conformed-name": "TRAVLANG INC", "cik": "0000742686", "assigned-sic": "7389", "irs-number": "133174562", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90310", "film-number": "02677040"}, "business-address": {"street1": "7000 W PALMETTO PARK RD", "street2": "SUITE 501", "city": "BOCA RATON", "state": "FL", "zip": "33433", "phone": "5616209202"}, "mail-address": {"street1": "7000 W PALMETTO PARK RD", "street2": "SUITE 501", "city": "BOCA RATON", "state": "FL", "zip": "33433"}, "former-company": [{"former-conformed-name": "II GROUP INC", "date-changed": "20000124"}, {"former-conformed-name": "DALTEX MEDICAL SCIENCES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on June 12, 2002

                                                                File No. 0-14206

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 TRAVLANG, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                    13-3174562
-------------------------------              -----------------------------------
(State or other jurisdiction of              I.R. S. Employer Identification No.
incorporation or organization)

                 2 Hashiloach Street, Petach Tikva, Israel 49170
                ------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                           Legal Consulting Agreement
                           --------------------------
                            (Full title of the plan)

                       United States Corporation Company
                             2711 Centerville Road
                                   Suite 400
                           Wilmington, Delaware 19808
                     --------------------------------------
                     (Name and address of agent for service)

                                 (302) 998-0595
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------ ------------------------- -------------------------- ------------------------- ---------------------

                                                         PROPOSED MAXIMUM           PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE      AMOUNT TO BE              OFFERING PRICE PER         AGGREGATE OFFERING        AMOUNT OF
REGISTERED                     REGISTERED(1)             SHARE(2)                   PRICE(2)                  REGISTRATION FEE
------------------------------ ------------------------- -------------------------- ------------------------- ---------------------
Common Stock, .08 par value    10,000,000                $.04                       $400,000                  $36.80
------------------------------ ------------------------- -------------------------- ------------------------- ---------------------
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.

         (2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant's common stock on June 10, 2002.
PART I

ITEM 1.  PLAN INFORMATION

         The Registrant has agreements and/or arrangements with certain
officers/directors, employees and consultants which provide for the issuance of
shares of the Registrant's common stock for services to the Registrant in lieu
of cash compensation. In consideration for the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations, if ever, in order to pay cash
compensation to its officers/directors, employees and consultants, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance and registration of an aggregate of 10,000,000 shares to Ariav
Weinbaum, Adv., an attorney for the Registrant and Sec2Wireless, Inc., its
wholly-owned subsidiary of the Registrant, is being issued 10,000,000 shares
pursuant to a legal consulting agreement attached hereto as Exhibit 10.76.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not applicable.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference into this
Registration Statement:

1. The Registrant's Annual Report on Form 10-KSB for the
year ended July 31, 2001, as filed with the Securities and Exchange Commission
(the "Commission");

2. The Registrant's Quarterly Reports on Form 10-QSB for the
periods ended November 30, 2001 and February 28, 2002 as filed with the
Commission.

3. The Registrant's Current Report on Form 8-K dated March 13, 2002,
as amended, as filed with the Commission. 4. The description of the Registrant's
Common Stock contained in the Registrant's registration statement on Form 8-A
filed with the Commission.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents with the Commission.
Any statement contained in a document 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 a subsequently filed
document 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 part of this Registration
Statement.
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under the Delaware General Corporation Law
to indemnify its directors and officers to the extent provided for in such law.
The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant may insure, shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent not prohibited by law. The
Registrant is also a party to indemnification agreements with each of its
directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         5.1      Opinion of Loeb & Loeb LLP

         10.76    Legal Consulting Agreement with Ariav Weinbaum, Adv.

         23.1     Consent of Loeb & Loeb LLP (contained in its opinion filed as
                  Exhibit 5.1 to this Registration Statement)

         23.2     Consent of SF Partnership, LLP

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

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

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

                  PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) shall not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are incorporated
                  by reference in the Registration Statement.

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

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Petach Tikva, Israel on this 11th day of June 2002.

                                       TRAVLANG, INC.

                                       By: /s/ Lucien Geldzahler
                                           ------------------------------------
                                           Lucien Geldzahler, President

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

Signature                           Title                        Date

/s/ Lucien Geldzahler
------------------------------
Lucien Geldzahler                   President and Director       June 11, 2002

/s/ Shmuel Weiss
------------------------------
Shmuel Weiss                        Director                     June 11, 2002
EXHIBIT INDEX

EXHIBIT         DESCRIPTION

5.1             Opinion of Loeb & Loeb LLP

10.76           Legal Consulting Agreement with Ariav Weinbaum, Adv.

23.1            Consent of Loeb & Loeb LLP (contained in its opinion filed as
                Exhibit 5.1 to this Registration Statement)

23.2            Consent of SF Partnership, LLP