<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 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)

                         TECHNICAL 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
------------------------------- ------------------------- -------------------------- ------------------------- --------------------

TITLE OF                                                  PROPOSED MAXIMUM           PROPOSED MAXIMUM
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     5,500,000                 $.006                      $33,000                   $3.04
------------------------------- ------------------------- -------------------------- ------------------------- --------------------

</TABLE>
__________________________
(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  December  27,  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 5,500,000 shares to Stefan Semo, an
engineer  for the Registrant and Sec2Wireless, Inc., its wholly-owned subsidiary
of  the  Registrant,  is  being  issued 5,500,000 shares pursuant to a technical
consulting  agreement  attached  hereto  as  Exhibit  10.77.

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
period  ended  September  30,  2002, June 30, 2002 and January 31, 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.

                                        2
<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

             10.77  Technical  Consulting  Agreement  with  Stefan  Semo

             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

                                        3
<PAGE>

               (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.

                                        4
<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 27th day of December 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  December  27,  2002

/s/  Shmuel  Weiss
------------------
Shmuel  Weiss                        Director                December  27,  2002

                                        5
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT     DESCRIPTION

5.1         Opinion  of  Loeb  &  Loeb  LLP

10.77       Technical  Consulting  Agreement  with  Stefan  Semo

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

                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 13887}]
{"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": "333-102253", "film-number": "02871689"}, "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": "DALTEX MEDICAL SCIENCES INC", "date-changed": "19920703"}, {"former-conformed-name": "II GROUP INC", "date-changed": "20000124"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 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)

                         TECHNICAL 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
------------------------------- ------------------------- -------------------------- ------------------------- --------------------

TITLE OF                                                  PROPOSED MAXIMUM           PROPOSED MAXIMUM
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     5,500,000                 $.006                      $33,000                   $3.04
------------------------------- ------------------------- -------------------------- ------------------------- --------------------
__________________________
(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  December  27,  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 5,500,000 shares to Stefan Semo, an
engineer  for the Registrant and Sec2Wireless, Inc., its wholly-owned subsidiary
of  the  Registrant,  is  being  issued 5,500,000 shares pursuant to a technical
consulting  agreement  attached  hereto  as  Exhibit  10.77.

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
period  ended  September  30,  2002, June 30, 2002 and January 31, 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.

                                        2
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

             10.77  Technical  Consulting  Agreement  with  Stefan  Semo

             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

                                        3
(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.

                                        4
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 27th day of December 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  December  27,  2002

/s/  Shmuel  Weiss
------------------
Shmuel  Weiss                        Director                December  27,  2002

                                        5
EXHIBIT INDEX

EXHIBIT     DESCRIPTION

5.1         Opinion  of  Loeb  &  Loeb  LLP

10.77       Technical  Consulting  Agreement  with  Stefan  Semo

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

                                        6