<PAGE>

    As filed with the Securities and Exchange Commission on March 30, 2001
                                                   Registration No. 333 -

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           INTERNET LAW LIBRARY, INC.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                          82-0277987
   (State or Other Jurisdiction of            (I.R.S. Employer
    Incorporation or Organization)         Identification Number)

    4301 WINDFERN ROAD, SUITE 200                  77041
            HOUSTON, TEXAS                       (Zip Code)
        (Address of Principal
          Executive Offices)


              INTERNET LAW LIBRARY 2001 EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                               K. CHARLES PETERSON
                                 GENERAL COUNSEL
                          4301 WINDFERN ROAD, SUITE 200
                              HOUSTON, TEXAS 77041
                     (Name and Address of Agent for Service)

                                 (281) 600-6000
          (Telephone Number, Including Area Code, of Agent for Service)

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

                                   Copies to:
                              STEPHEN L. SAPP, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                            Proposed Maximum      Proposed Maximum      Amount of
Title of Securities to be                Amount to be        Offering Price      Aggregate Offering    Registration
Registered                                Registered         Per Share (1)(2)         Price (2)            Fee
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                  <C>                   <C>
Shares of Common Stock, par value
$0.001 per share                          7,000,000              $.3125              $2,187,500            $547
======================================================================================================================
</TABLE>
(1)      Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act
         of 1933 on the basis of the average of the high and low prices per
         share of common stock as quoted on the over-the-counter bulletin board
         on March 28, 2001.
(2)      Estimated solely for the purpose of determining the registration fee.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to the Note to Part I of Form S-8, the documents containing
the information required by Part I are not required to be and are not being
filed with the Securities and Exchange Commission. These documents will be sent
or given to participants in the 2001 Executive Stock Option Plan as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933.

         This Registration Statement contains a reoffer prospectus, which has
been prepared in accordance with the requirements of Part I of Form S-3 and
which, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of up to 7,000,000 shares of common stock, par value
$.001 per share, of Internet Law Library, Inc. to be acquired by "affiliates" of
Internet Law upon the exercise by such affiliates of options granted under the
2001 Executive Stock Option Plan.


<PAGE>


PROSPECTUS



                           INTERNET LAW LIBRARY, INC.
                        7,000,000 Shares of Common Stock


         The selling stockholders identified in this prospectus may offer and
resell up to 7,000,000 shares of our common stock under this prospectus. The
selling stockholders will acquire these shares by purchase pursuant to our
2001Executive Stock Option Plan.

         We will not receive any proceeds from the sales of shares by the
selling stockholders. The selling stockholders may sell their shares of common
stock through public or private transactions, in the over-the-counter market
with buyers, or otherwise. They may sell their shares at prevailing market
prices or at prices privately negotiated with buyers. The selling stockholders
will be responsible for any commissions or discounts due to brokers or dealers.
The amount of those commissions will be negotiated before the sales. We have
agreed to pay all other offering expenses.

         Our common stock is quoted on the over-the-counter bulletin board under
the symbol "ELAW.OB." The closing price of our common stock on March 28, 2001
was $.3125 per share. Our principal executive offices are located at 4301
Windfern, Suite 200, Houston, Texas 77041, and our telephone number is (281)
600-6000.

         AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS" STARTING ON
PAGE 1 OF THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.








                 The date of this prospectus is March 30, 2001.

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                    Page
                                                                    ----
<S>                                                                 <C>
RISK FACTORS...........................................................1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ...........10
THE COMPANY...........................................................11
USE OF PROCEEDS.......................................................13
SELLING STOCKHOLDERS..................................................13
PLAN OF DISTRIBUTION..................................................14
SEC POSITION ON INDEMNIFICATION.......................................14
EXPERTS...............................................................14
LEGAL MATTERS.........................................................15
WHERE YOU CAN FIND MORE INFORMATION...................................15
INCORPORATION OF DOCUMENTS BY REFERENCE...............................15
</TABLE>

<PAGE>

                                  RISK FACTORS

         This section discusses the most significant factors that make an
investment in our common stock risky or speculative. You should carefully
consider this information along with the other information contained or
incorporated by reference in this prospectus before making a decision to
invest in our common stock.

RISKS PARTICULAR TO INTERNET LAW

WE HAVE OPERATED AT A LOSS SINCE INCEPTION, WHICH HAS RESULTED IN A LARGE
ACCUMULATED DEFICIT, AND WE ANTICIPATE THAT LOSSES WILL CONTINUE.

         At September 30, 2000, we had an accumulated deficit of $8,066,316,
and we have incurred additional losses since that date. We had net losses of
$2,138,001 during the period from November 30, 1998, the date of our
inception, to December 31, 1999, the end of our fiscal year, and $5,022,065
for the nine months ended September 30, 2000. We expect net losses and
negative cash flows to continue for the foreseeable future as we continue to
incur significant operating expenses and make capital investments in our
business. We may never generate sufficient revenues to achieve profitability.
Even if we do become profitable, we may not be able to sustain or increase
profitability on a quarterly or annual basis.

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT.

         While Brief Reporter and ITIS have been in business for a number of
years, Internet Law only commenced revenue-producing operations in January
1999. Accordingly, in the aggregate, we have a limited operating history upon
which you can evaluate our business and prospects. You must consider the
risks, expenses and difficulties frequently encountered by early-stage
companies in new and rapidly evolving markets, including Web-based legal
information companies.

WE WILL REQUIRE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE
TO US.

            As shown in the most recently filed consolidated financial
statements, we have incurred significant losses from operations, maintained a
working capital deficit and used significant cash in operations. Accordingly,
we will require additional financing to fund our operations and execute our
business plan. The inability to obtain additional financing will
substantially impact our ability to continue as a going concern. There can be
no assurance that the current financing arrangements will be sufficient to
meet our cash needs and we may need to raise additional funds through public
or private debt or equity financing. If we raise additional funds by issuing
equity securities, you may suffer dilution in your holdings of our common
stock. Also, adequate funds may not be available to us when we need them, or
may not be available to us on favorable terms. In this case, we may not be
able to develop or enhance our products or services, take advantage of
business opportunities or respond to competitive pressures, any of which
could harm our business.

            Our future capital requirements will depend upon many factors,
including the following:

        o   our costs to develop and maintain our legal databases;

        o   our costs of marketing our products;

        o   the rate at which we expand our operations;

        o   the extent to which we develop and upgrade our technology;

        o   the occurrence, timing, size and success of acquisitions; and

        o   the response of competitors to our service offerings.

            We currently have an equity line for $25 million with Cootes Drive
LLC. As of March 30, 2001, we did not meet the conditions to draw down on the
equity line. Further, because of litigation with them, we believe that it

                                        1
<PAGE>

is unlikely that we will receive any cash from this equity line. We have been
informed by our auditors, Harper & Pearson Co. P.C., that if we do not
receive additional funding prior to the issuance of the December 31, 2000
financial statements, that their opinion on the December 31, 2000 financial
statements will include an explanatory fourth paragraph expressing their
uncertainty as to our ability to continue as a going concern.

THE COMPETITION IN OUR INDUSTRY IS INTENSE, WE HAVE SIGNIFICANTLY LESS
EXPERIENCE IN MARKETING OUR ONLINE CASE LAW AND STATUTES, OUR PRINCIPAL
COMPETITORS HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE DO, AND THIS
COMPETITION MAY CAUSE US TO LOSE CUSTOMERS AND PREVENT US FROM ATTRACTING NEW
CUSTOMERS.

            The market for electronic legal information is currently dominated
by West Group, a division of The Thomson Corporation, a Canadian corporation,
and LEXIS-NEXIS, which is owned by Reed-Elsevier, an Anglo-Dutch corporation.
These competitors are both large, well-established companies. They offer
databases that are similar to and larger than the databases that we offer. While
we have provided legal information for approximately 18 months, West has been in
operation for more than 100 years and LEXIS has been in operation for more than
25 years. Our competitors also have greater name recognition, larger customer
bases and significantly greater financial, technical and marketing resources
than we do. They can thus undertake more extensive marketing campaigns, respond
more quickly to new or emerging technologies and changes in customer
requirements and devote greater resources to the development, promotion and sale
of their products than we can. West and LEXIS have significant penetration in
the large law firm market, a market in which we intend to compete. Also, both
West and LEXIS maintain Websites that offer access to their legal databases.
Although all of our legal information is in hypertext mark-up language, which is
the standard format language used on the Internet, West and LEXIS are in the
process of converting their legal information into hypertext mark-up language,
which may enable them to better serve their customers.

            Substantially all of our revenues for our case law, statutory and
legal brief databases have been generated by sales of our products to
individuals and small law firms. Our business strategy calls for increased sales
to large law firms and legal departments of corporations. The large law firm
market for electronic legal information is dominated, and is likely to be
dominated for the near future, by West and LEXIS, our two principal competitors.
West and LEXIS offer comprehensive state law databases for all 50 states, while
we presently offer comprehensive state law databases for 23 states. This could
adversely affect our ability to penetrate the large law firm and corporate legal
department markets. Moreover, we have significantly less experience designing
products and serving the needs of large law firms, legal departments of
corporations or consumers. Our inability to successfully market our products to
large law firms, legal departments of corporations or consumers could impede our
growth.

         We also compete with other companies that offer fee-based access to
selected legal databases over the Internet. These companies may be more
successful than we may be in capturing market share.

IF WE DO NOT INCREASE AWARENESS OF OUR BRAND NAME, OUR ABILITY TO REACH NEW
CUSTOMERS WILL BE LIMITED.

         Our future success will depend, in part, on our ability to increase
awareness of our brand name and our Websites. To do so, we must succeed in our
marketing efforts, provide high-quality products and services and increase
traffic to our Website. If our marketing efforts are unsuccessful or if we
cannot increase our brand awareness, we may not be able to attract new customers
and increase our revenues.

AVAILABILITY OF FREE INFORMATION FROM INTERNET PORTAL COMPANIES MAY LESSEN THE
DEMAND FOR OUR PRODUCTS BECAUSE WE CHARGE SUBSCRIPTION FEES FOR OUR PRODUCTS.

         We offer access to databases that use our proprietary search engines.
While we are not a portal company, we compete with Internet portal companies
that offer free access to government-sponsored and advertiser-supported sites
that provide some of the same information that we provide. Substantial amounts
of free legal information are also available over the Internet and from other
sources, such as courts and other government agencies. This free information may
lessen the demand for our products.

                                        3
<PAGE>

IF WE DO NOT RESPOND TO RAPID TECHNOLOGICAL CHANGE AND EVOLVING INDUSTRY
STANDARDS IN THE WEB-BASED LEGAL INFORMATION MARKET, WE WILL BE AT A
COMPETITIVE DISADVANTAGE AND WE COULD LOSE POTENTIAL CUSTOMERS TO OUR
COMPETITORS.

         The market for Web-based products and services is characterized by
rapid technological developments, evolving industry standards, changing customer
demands and frequent introductions of new products, services and enhancements.
As a result, our success depends upon our ability to improve the performance,
content and reliability of our products in response to both evolving demands of
the legal community and competitive product offerings. We cannot assure you that
we will be able to do so successfully or that any enhancements or new products
that we introduce will gain acceptance in the marketplace. If we are not
successful or if our products are not accepted, we could lose potential
customers to our competitors.

THE LOSS OF BUSINESS RELATIONSHIPS WITH COURTS AND LEGISLATIVE BODIES COULD
ADVERSELY AFFECT OUR BUSINESS BY INCREASING THE TIME AND EXPENSE REQUIRED TO
CONVERT LEGAL INFORMATION.

         Some of the databases we maintain consist of federal and state court
decisions, statutes, regulations, acts, administrative decisions, pending
legislation, articles, forms and other legal information that has been provided
to us by various entities. We have formal agreements with some, but not all, of
these data providers. Our ability to maintain our business relationships with
courts, legislative bodies and our other data providers and to build new
relationships with additional data providers is critical to the success of that
aspect of our business. If any of our sources significantly increase their fees,
our costs of data acquisition could increase significantly. The loss of any
relationships with data providers, or any significant increase in data
acquisition costs, could materially increase our operating expenses.

OUR QUARTERLY RESULTS OF OPERATIONS FLUCTUATE, WHICH COULD RESULT IN A LOWER
PRICE FOR OUR COMMON STOCK.

         Our quarterly results may be affected by a variety of factors, some of
which are beyond our control, including without limitation the following:

         o  introduction of new products or pricing programs by our competitors;

         o  difficulties in managing growth;

         o  technical difficulties or system downtime affecting our Web-based
            products;

         o  variations in spending patterns by lawyers;

         o  other business interruptions;

         o  increases in selling and marketing expenses, as well as other
            operating expenses;

         o  the amount and timing of costs associated with the development
            and maintenance of new database products;

         o  costs associated with hiring, training and retaining key
            employees and personnel;

         o  economic conditions specific to the Internet or to the legal
            profession, as well as general economic conditions; and

         o  costs and risks associated with potential acquisitions.

In addition, a substantial portion of our expenses, including most product
development and selling and marketing expenses, must be incurred in advance
of revenue generation. If our actual revenue does not meet our expectations,
then our operating profit, if any, may fall short of our expectations, or our
operating loss may be greater than our expectations. Further, we may change
our pricing strategy for our products due to the rapidly evolving market for
electronic legal information, and this may affect our quarterly results. Any
one or more of these factors could affect

                                        3
<PAGE>

our business, financial condition and results of operations, and this makes
the prediction of results of operations on a quarterly basis unreliable. As a
result, period-to-period comparisons of our historical results of operations
may not be meaningful and you should not rely on them as an indication of our
future performance. Also, due to these and other factors, it is possible that
our quarterly results of operations may be below the expectations of public
market analysts and investors. This could adversely affect the price of our
common stock.

WE COULD BE EXPOSED TO LEGAL LIABILITY FOR INACCURACIES IN THE INFORMATION WE
PROVIDE BECAUSE LAWYERS RELY ON THE INTEGRITY OF OUR DATABASES WHEN CONDUCTING
THEIR LEGAL RESEARCH.

            It is not possible for us to achieve 100% accuracy in the quality of
the information we include in our legal databases. As a result, we may be
subject to claims by our customers based on negligence or other theories
relating to the legal information we distribute. These types of claims could be
time-consuming and expensive to defend and could result in the diversion of our
management's time and attention. While we maintain liability insurance and have
agreements with our customers regarding these issues, we may not be fully
protected against these types of claims.

WE ARE CURRENTLY INVOLVED IN LITIGATION WITH A MAJOR INVESTOR THAT MAY ADVERSELY
AFFECT OUR FINANCIAL CONDITION.

            We have filed a lawsuit against Cootes Drive LLC, Southridge Capital
Management LLC, Thomson, Kernaghan & Co. Ltd, Steve Hicks, Dan Picket and
Christy Constabile for tort damages for stock manipulation, SEC violations,
civil RICO, fraud, violations of Texas securities laws and other Texas statutes,
and conspiracy. This suit also alleges misrepresentations by co-conspirators in
connection with certain funding transactions with Internet Law, including a
purchase agreement for $3 million in convertible preferred stock and a $25
million equity line agreement. Cootes Drive LLC has responded by filing a suit
alleging breach of the convertible preferred agreement and seeking monetary
damages of $10,000 per day.

            If the litigation results in enforcement of the current terms of the
convertible preferred agreement, we could continue to experience substantial
dilution of our common stock if Cootes Drive LLC continues to convert our
preferred shares into common stock. The suit is not sufficiently advanced to
evaluate a likelihood of an outcome. The end result of this lawsuit could be an
unfavorable outcome to Internet Law that would adversely affect future
operations and our financial condition, and could result in dilution of our
common stock.

RAPID GROWTH IN OUR BUSINESS DUE TO AN INCREASE IN THE NUMBER OF CUSTOMERS
SUBSCRIBING TO OUR WEB-BASED PRODUCTS COULD STRAIN OUR OPERATIONAL AND FINANCIAL
RESOURCES CAUSING US TO LOSE CUSTOMERS AND INCREASE OUR OPERATING EXPENSES.

         Since we began delivering our legal information databases over the
Internet, we have experienced rapid growth in our operations. This growth has
placed a strain on our financial resources. Increases in the volume of users of
our computer system could strain the capacity of our software or hardware, which
could lead to slower response times or system failures. Any future growth may
require us, among other things, to:

         o  expand and upgrade our hardware and software systems;

         o  expand and improve our operational and financial procedures, systems
            and controls;

         o  improve our financial and management information systems;

         o  expand, train and manage a larger workforce; and

         o  improve the coordination among our product development, sales and
            marketing, financial, accounting and management personnel.


                                        4
<PAGE>

            We cannot assure you that our personnel, systems and controls will
be adequate to support future growth. Our inability to manage growth effectively
or to maintain the quality of our products and services could cause us to lose
customers and could materially increase our operating expenses.

 RELIANCE ON INTERNALLY DEVELOPED SYSTEMS AND SYSTEM FAILURES COULD BE HARMFUL
TO OUR REPUTATION BY INTERRUPTING OUR ABILITY TO PROVIDE SERVICES THROUGH OUR
WEBSITE.

            We rely heavily on internally developed search engines and software
for operation of our Website. Our inability to add additional software and
hardware or to develop and upgrade further our existing technology,
transaction-processing systems or network infrastructure to accommodate
increased traffic on our Website may cause unanticipated system disruptions,
slower response times, degradation in levels of customer service, impaired
quality and delays. There can be no assurance that we will be able in a timely
manner to effectively upgrade and expand our existing systems. The continued and
uninterrupted performance of our computer system is critical to our success. Any
system failure that causes interruptions in our ability to deliver our products
to our customers, including failures that affect our ability to collect
information from our data providers, could reduce customer satisfaction and, if
sustained or repeated, would reduce the attractiveness of our services.

            We also face the risk of a security breach of our computer system,
which could disrupt the distribution of our legal information. In addition,
although we work to prevent unauthorized access to our data, it is impossible to
completely eliminate this risk. The number of visits to our Website has been
increasing, and further increases in traffic on our Website could strain our
systems and increase the likelihood of system failures.

            Our insurance may not cover any claims by dissatisfied subscribers
or may not be adequate to indemnify us for any liability we may incur if we are
sued. Any system failure, security breach or other damage could interrupt or
delay our operations, damage our reputation and cause us to lose customers. Our
ability to expand our product offerings depends upon the simultaneous expansion
of our legal databases. Any interruption or termination of our arrangements with
courts and other content providers could result in increased costs to us or a
slow down in our expansion and products introduction plans while we locate
alternative sources for the data conversion or increase our own conversion
capabilities.

UNANTICIPATED PROBLEMS COULD INTERRUPT OR DELAY ACCESS TO OUR WEB-BASED
PRODUCTS.

             Damage to our computer system could delay or prevent delivery of
our products and result in the loss of our customers. Our operations are
dependent on our ability to protect our computer system against damage from
computer viruses, fire, power loss, telecommunications failures, vandalism and
other malicious acts, and similar unexpected adverse events. In addition, a
failure of our telecommunication providers to provide the data communications
capacity in the time frame required by us for any reason could cause
interruptions in the delivery of our services. Our computer and communications
hardware is located at several facilities, and the loss of any of this hardware
or the data it contains could cause us not to be able to operate our business
for a substantial period of time. Our business, results of operations and
financial condition could be materially adversely affected by any event that
interrupts or delays our operations. We do not presently have redundant systems
or a formal disaster recovery plan and do not carry sufficient business
interruption insurance to compensate for losses that may occur. Despite the
implementation of network security measures, our servers are vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions, delays, loss of data or our inability to
accept and fulfill customer orders. Any system failure, security breach or other
damage could interrupt or delay our operations, damage our reputation and cause
us to lose customers.

WE DEPEND HEAVILY ON OUR MANAGEMENT TEAM, MOST OF WHICH HAS LITTLE EXPERIENCE
WORKING TOGETHER OR MANAGING A PUBLIC COMPANY.

         Our success depends, to a significant extent, upon the efforts and
abilities of Hunter M.A. Carr, our Chairman of the Board, President and Chief
Executive Officer. Loss of Mr. Carr's services could materially and adversely
affect our business, results of operations and financial condition. Also, our
management team has worked together for less than two years. The short period of
time that our senior officers have worked together, or their potential inability
to work successfully together, may adversely affect our ability to manage
growth. Moreover, our


                                        5
<PAGE>

officers generally have limited experience in managing a public company. The
ability of our management team to manage future growth, if any, or the
demands of successfully operating a public company is currently unproven.

THERE IS INTENSE COMPETITION FOR QUALIFIED COMPUTER TECHNICIANS, PROGRAMMERS AND
SALES AND MARKETING PERSONNEL, AND OUR FAILURE TO ATTRACT AND RETAIN THESE
PEOPLE COULD AFFECT OUR ABILITY TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND TO
INCREASE OUR SALES.

         Our future success also depends upon our ability to attract and retain
qualified computer programmers, other technical personnel and sales and
marketing personnel. Competition for talented personnel, particularly technical
personnel, is intense. This competition could increase the costs of hiring and
retaining personnel. We may not be able to attract, retain and adequately
motivate our personnel or to integrate new personnel into our operations
successfully.

IF OUR SOFTWARE BECOMES DEFECTIVE, IT COULD BE COSTLY FOR US TO CORRECT.

         Complex software such as the software we develop for our services may
contain errors or defects, especially when first implemented, that may be costly
to correct. Defects or errors also could result in downtime and our business
could suffer significantly from potential adverse customer reaction, negative
publicity and harm to our reputation.

WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING OUR SEARCH
AND RETRIEVAL SOFTWARE, AND WE MAY INFRINGE THE PROPRIETARY RIGHTS OF OTHERS.

         Our services are highly dependent upon proprietary technology,
including, for example, our proprietary search and retrieval software, which
allows us to mark some of the information contained in our databases to enable
users to search our databases. We rely on contracts, confidentiality agreements
and copyright, trademark and trade secrecy laws to protect our proprietary
rights in our technology. We have obtained and are obtaining trademark
registrations for our various product names. The protective steps we have taken
may not be adequate to deter misappropriation of our proprietary information. In
addition, some end-user license provisions protecting against unauthorized use,
copying, transfer and disclosure of the licensed program may be unenforceable
under the laws of certain jurisdictions and foreign countries. In addition, the
laws of some foreign countries do not protect proprietary rights to the same
extent as the laws of the United States. Failure to adequately protect our
intellectual property could harm our brand, devalue our proprietary content and
affect our ability to compete effectively. Furthermore, defending our
intellectual property rights could result in the expenditure of significant
financial and managerial resources, which could materially adversely affect our
business, results of operations and financial condition. Also, it is possible
that our competitors or others will adopt product or service brands similar to
ours, possibly leading to customer confusion.

         Many of our software programs, including our proprietary search and
retrieval software, interact with and perform numerous functions similar to
software available from third parties. Therefore, we could be subject to claims
that our technology infringes the proprietary rights of third parties. In
addition, we have agreed, and may agree in the future, to indemnify some of our
customers against claims that our products infringe upon the intellectual
property rights of others. Claims against us or these customers, even if without
merit, could subject us to costly litigation and could divert the time and
attention of our technical and management teams. A claim of infringement may
require us and our customers to obtain one or more licenses from third parties.
We cannot assure you that we or our customers will be able to obtain necessary
licenses from third parties at a reasonable cost or at all. Any failure to
obtain a required license could have a material adverse effect on our business,
results of operations and financial condition.

WE MAY BE UNABLE TO MAKE ATTRACTIVE ACQUISITIONS OR INTEGRATE ACQUIRED
COMPANIES, AND OUR INABILITY TO DO SO MAY DISRUPT OUR BUSINESS.

            Our recent growth is attributable in significant part to
acquisitions of other providers of legal research materials over the
Internet. We expect to continue to evaluate and, where appropriate, pursue
acquisition opportunities in legal and other areas on terms we consider
favorable. We cannot assure you that we will be able to identify attractive
acquisition opportunities. Even if we do identify attractive candidates, we
cannot assure you that we will be able to complete the acquisition of them on
commercially acceptable terms. If we acquire another

                                        6
<PAGE>

business, we could have difficulty integrating its operations, systems,
management and other personnel and technology with our own. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our results of
operations. Even if these difficulties could be overcome, we cannot assure
you that the anticipated benefits of any acquisition would be realized. In
addition, we may incur debt or issue equity securities to pay for any future
acquisitions. The issuance of equity securities could be dilutive to our
existing stockholders.

WE MAY BE UNABLE TO EFFECTIVELY EXPAND OPERATIONS BY DEVELOPING NEW WEBSITES AND
PROMOTING NEW OR COMPLEMENTARY PRODUCTS.

         We may choose to expand our operations by developing new Websites,
promoting new or complementary products or sales formats, expanding the breadth
and depth of products and services offered through internal development,
relationships with third parties or the acquisition of new or complementary
businesses, products or technologies. We have no current understandings,
commitments or agreements with respect to any material future acquisitions or
investments. We may be unable to effectively expand our efforts and operations
in a cost-effective or timely manner internally or through relationships with
third parties in the future and any such efforts to increase overall market
acceptance may be unsuccessful. Furthermore, any new business or Website
launched by Internet Law that was not favorably received by consumers could
damage our reputation. Expansion in this manner would also require significant
additional expenses and development, operations and editorial resources and
would strain our management, financial and operational resources. The lack of
market acceptance of such efforts or our inability to generate satisfactory
revenues from such expanded services or products to offset their cost could have
a material adverse effect on our business, prospects, financial condition and
results of operations


RISKS RELATED TO OUR INDUSTRY

THE MARKET FOR WEB-BASED LEGAL INFORMATION IS NEW AND RAPIDLY EVOLVING, AND WE
MAY NOT BE ABLE TO ACCURATELY PREDICT AND RESPOND TO MARKET DEVELOPMENTS, WHICH
COULD PREVENT OUR PRODUCTS FROM BEING ACCEPTED.

         The market for Web-based distribution of electronic legal information
has only recently begun to develop and it is rapidly evolving. This makes it
difficult to predict demand and market acceptance for our products as well as an
appropriate pricing strategy for our products. We cannot guarantee you that the
market for our products will grow, that our products will become widely accepted
or that our pricing strategy will be successful. If the market for our products
does not develop as quickly as we expect, if customers do not accept our
products or if our pricing strategy is not successful, our future revenues will
be adversely affected.

A DOWNTURN IN THE LEGAL INDUSTRY COULD CAUSE OUR REVENUES TO DECREASE.

         Most of our business depends on the continued demand for legal
information in electronic format. Therefore, any downturn in business for the
legal profession could cause our revenues to decrease, which will adversely
affect our results of operations.

THE FAILURE OF THE INTERNET TO GROW OR REMAIN A VIABLE COMMERCIAL MEDIUM COULD
HARM OUR GROWTH.

            Our success depends in large part on the maintenance of the Internet
infrastructure as a reliable network backbone that provides adequate speed, data
capacity and security. Our future revenues and any future profits are
substantially dependent upon the widespread acceptance and viability of the use
of the Internet and other online services as an effective medium. There can be
no assurance that acceptance, growth and use of online services will continue to
develop or that a sufficiently broad base of consumers will adopt, and continue
to use, the Internet and other online services as a medium of commerce and
communication.

            Our success also depends on the timely development of products, such
as high-speed modems, that enable reliable Internet access and services. The
Internet infrastructure may not be able to support the demands placed on it and
the performance or reliability of the Internet may be adversely affected by this
continued growth. In addition, the Internet could lose its commercial viability
if the number of people who use the Internet does not continue to grow. A number
of factors, including unreliable service, unavailability of cost-effective,
high-speed


                                        7
<PAGE>

access to the Internet or concerns about security, could impede this growth.
The infrastructure or complementary products and services necessary to
maintain the Internet as a viable commercial medium may not be developed, and
the Internet may not continue to be a viable commercial medium for us.

CONTENT PROVIDERS AND E-RETAILERS HAVE EXPERIENCED SIGNIFICANT PROBLEMS
OPERATING ON THE INTERNET.

            Despite the tremendous potential of the Internet, beginning earlier
this year, a large number of Internet companies, particularly consumer-oriented
content providers and e-commerce retailers, have announced layoffs or closures,
with further layoffs and closures expected to continue for at least the near
term. In addition, other cash-strapped Internet companies have sought
combination with their competitors or more traditional "old economy" companies
in an effort to survive. Many theories have been suggested for this phenomena
including an over supply of e-commerce securities offerings, a more selective
initial public offering market, a tightening financing market, increased
competition from traditional brick-and-mortar chains, and a return to a
traditional form of stock analysis. Many Internet companies were running deep
losses as they spent heavily on personnel and marketing, and had come to rely on
regular external cash infusions to fund operations. As these financing dollars
dried up, several of these companies had to either liquidate or enter into
unfavorable financing arrangements and/or initiate extensive cost saving
measures. As an e-commerce retailer, the current market and financial
environment for these types of companies could adversely affect our ability to
raise additional financing on commercially acceptable terms or at all.


GOVERNMENT ACTION COULD INCREASE THE COST OF OUR SERVICES.

         There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted that address issues such as pricing and the characteristics of products
and services. In addition, several telecommunications companies have petitioned
the Federal Communications Commission to regulate Internet and on-line service
providers in a manner similar to long-distance telephone carriers and to impose
access fees on them. This regulation, if imposed, could increase the cost of
transmitting data over the Internet. Moreover, it may take years to determine
the extent to which existing laws relating to issues such as intellectual
property ownership and infringement, libel, obscenity and personal privacy are
applicable to the Internet. Finally, state tax laws and regulations relating to
the provision of products and services over the Internet are still developing. A
few states have tried to impose taxes on products and services provided over the
Internet. If additional states try to do so, our operating costs may increase
and we may not be able to increase the price that we charge for our products to
cover these costs. Any new laws or regulations or new interpretations of
existing laws and regulations relating to the Internet could decrease the growth
in the use of the Internet, decrease the demand for our Website, increase our
operating expenses or otherwise adversely affect our business.

RISKS RELATED TO OUR COMMON STOCK

ANTI-TAKEOVER PROVISIONS COULD PREVENT OR DELAY A CHANGE IN CONTROL.

         Provisions of our certificate of incorporation and bylaws and Delaware
law may make it more difficult for a third party to acquire us, even if so doing
would be beneficial to you. These include the following:

         o  our board of directors is authorized to issue up to 50 million
            shares of preferred stock and to fix the rights, preferences,
            privileges and restrictions of those shares without any further
            vote or action by the stockholders, which may be used by the
            board to create voting impediments or otherwise delay or prevent
            a change in control or to modify the rights of holders of our
            common stock;

         o  our board of directors is divided into three classes of directors
            serving staggered three-year terms, which will result in at least
            two annual meetings of stockholders, instead of one, generally
            being required to change the majority of the board;

         o  a prohibition on cumulative voting in the election of directors,
            which would otherwise allow less than a majority of stockholders
            to elect directors;


                                        8
<PAGE>

         o  limitations on who may call annual and special meetings of
            stockholders;

         o  advance notice procedures with regard to stockholder proposals
            and the nominations, other than by or at the direction of the
            board, of candidates for election as directors;

         o  a requirement that vacancies on the board of directors,
            including newly created directorships, be filled only by a
            majority of directors then in office.

CONTROL BY OFFICERS AND DIRECTORS COULD HAVE AN ADVERSE EFFECT ON OUR
STOCKHOLDERS.

         As of March 30, 2001, our directors, executive officers and their
affiliates beneficially owned a total of approximately 55.6% of our outstanding
common stock. Hunter M.A. Carr, our Chairman of the Board, President and Chief
Executive Officer, beneficially owns approximately 45.8% of our outstanding
common stock. As a result, these stockholders, acting together, have the ability
to control substantially all matters submitted to our stockholders for approval,
including the election and removal of directors and any merger, consolidation,
takeover or other business combination involving us, and to control our
management and affairs. This may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which could
materially adversely affect the market price of our common stock.

THE VOLATILITY OF OUR STOCK PRICE COULD ADVERSELY AFFECT OUR STOCKHOLDERS.

         There currently is a public market for our common stock, but there is
no assurance that there will always be such a market. The trading price of our
common stock is highly volatile and could be subject to wide fluctuations in
response to factors such as:

         o  actual or anticipated variations in quarterly operating results;

         o  announcements of technological innovations;

         o  new sales formats, contracts, products or services by us or our
            competitors;

         o  changes in financial estimates by securities analysts;

         o  announcements of significant acquisitions, strategic
            partnerships, joint ventures or capital commitments;

         o  additions or departures of key personnel;

         o  sales of common stock; or

         o  other general economic or stock market conditions, many of which
            are beyond our control.

         In addition, the stock market in general, and the market for
Internet-related and technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of such companies. These broad market and industry
factors may materially and adversely affect the market price of our common
stock, regardless of our operating performance. Historically, following periods
of volatility in the market price of a company's securities, securities class
action litigation has often been instituted against that company. The
institution of similar litigation against us could result in substantial costs
and a diversion of management's attention and resources, which could have a
material adverse effect on our business, financial condition and results of
operations.

A LARGE NUMBER OF SHARES OF OUR COMMON STOCK ARE ELIGIBLE FOR FUTURE SALE, AND
THE SALE OF THESE SHARES MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DROP.

         As of March 30, 2001 we had outstanding 36,575,112 shares of common
stock. We believe that approximately 13,873,381 of our common shares that are
held by our non-affiliates are currently freely tradable


                                        9
<PAGE>

under Rule 144 (subject to legal opinions), or are registered under the
Securities Act of 1933. In addition, as of March 30, 2001, we believe
approximately 16,065,942 of our unregistered shares held by our affiliates
could be resold pursuant to, and within the volume limitations of, Rule 144.

         The market price of our common stock could drop due to sales of a large
number of shares of our common stock or the perception that they could occur.
These factors could also make it more difficult to raise funds through future
offerings of common stock.

YOU SHOULD NOT EXPECT TO RECEIVE DIVIDENDS FROM US.

         We have never declared or paid dividends to our stockholders. We
currently intend to retain any future earnings for funding growth and therefore
do not expect to pay any dividends in the foreseeable future.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

         We have made forward-looking statements in this prospectus and in the
documents incorporated by reference in this prospectus that are based upon the
beliefs and assumptions of, and on information available to, management, and are
subject to risks and uncertainties. Forward-looking statements include the
information concerning our possible or assumed future results of operations,
capital resources and portfolio performance, and those statements preceded by,
followed by or that include the words "may," "will," "could," "should,"
"believes," "expects," "plans," "seeks, "intends," "estimates," "anticipates" or
similar expressions, or by discussions of strategy, plans or intentions.

         You should not rely on forward-looking statements because they are
subject to known and unknown risks, uncertainties and other factors that may
cause our actual results to differ materially from those contemplated by the
forward-looking statements. These include the following:

         o  general economic and business conditions, both nationally and in
            our markets;

         o  assumed growth in usage of the Internet;

         o  assumed growth in the number of lawyers;

         o  our expectations and estimates concerning future financial
            performance, financing plans and the impact of competition;

         o  anticipated trends in our business;

         o  existing and future regulations affecting our business;

         o  our acquisition opportunities; and

         o  other risk factors set forth under "Risk Factors" on pages 1
            through 9 in this prospectus.

         You are cautioned not to rely on forward-looking statements, which
reflect management's analysis only as of the date of this prospectus. We assume
no obligation to update forward-looking statements.


                                        10
<PAGE>

                                   THE COMPANY

GENERAL

         Internet Law Library, Inc., formerly known as Planet Resources, Inc.,
is a Delaware corporation that provides electronic publishing services and
database content through CD-Rom media and Internet sites with subscription
access, licenses and transaction fees for databases through our subsidiaries,
National Law Library, Inc., GoverNet Affairs, Inc., Brief Reporter, LLC and
Compass Data Systems, Inc. We also provide safety training, information and
support with federal regulations through our wholly owned subsidiary, Venco
Compliance Inc., and database content, software, hardware and other support
through our subsidiary, ITIS, Inc. The content of the databases consists of
pending legislation, statutory law, rules and case law at the federal and state
levels. Legal briefs from certain important cases before federal and state
courts are also available, as are litigation forms. This material can be useful
to legislators, corporate regulatory personnel, lobbyists, individual lawyers,
judges, law firms, corporate legal departments, government agencies, and
businesses and individuals involved in legislative efforts, litigation and
corporate legal planning. Interfacing with these databases are retrieval engines
that are owned by us or our subsidiaries. We also market a CD-Rom product and a
Website that assists in medical billing. Customers using these Internet sites
pay subscription fees under monthly, quarterly or annual subscription agreements
or per-use licenses.

         Internet Law's common stock is traded on the over-the-counter Bulletin
Board under the symbol "ELAW.OB."

         The Board of Directors has approved a name change to "ITIS, Inc." to
better describe the products of Internet Law as being "information technology
and information services." The stockholders will be asked to approve the name
change at Internet Law's annual meeting, which is anticipated to be held on
September 11, 2001.

CORPORATE HISTORY

         Internet Law was originally incorporated as Allied Silver-Lead Company
in the State of Idaho in 1967 and, until 1992, operated as an exploratory mining
company. Between 1992 and our reverse acquisition by National Law in March of
1999, Internet Law had no operations; however, we maintained certain mining
properties which were to be indirectly distributed to those stockholders who
were stockholders of Internet Law prior to the reverse acquisition by National
Law. Effective March 27, 2001, the foregoing mineral rights were indirectly
distributed to the original stockholders of Internet Law pursuant to an Amended
and Restated Agreement and Plan of Distribution dated March 13, 2001, whereby
Planet Resources, Inc., one of Internet Law's wholly owned subsidiaries, was
spun-off from Internet Law and acquired the mining and related interests.
Internet Law no longer maintains any interest in these properties.

         National Law Library, Inc., a Texas corporation, was formed in November
1998 for the purpose of developing and marketing an Internet destination to be
used for legal research. Following its formation, National Law's then sole
stockholder, who is the current President, Chief Executive Officer and Chairman
of Internet Law, contributed to National Law all of his rights and interests in
the Litidex(R) search, retrieval and database software and database content
valued at $934,000 and $1,096,000, respectively, in exchange for 15,152,500
shares of common stock of National Law. Commercial operations began in January
1999, the same month in which National Law agreed in principle to be acquired by
Internet Law.

         Under the Agreement and Plan of Distribution, each share of National
Law common stock was exchanged for one share of the unregistered common stock of
Internet Law. In contemplation of this transaction, Internet Law's original
stockholders agreed to a one-for-two reverse stock split, which resulted in 2
million shares of Internet Law's common stock being outstanding immediately
prior to the merger. After giving effect to these transactions, former National
Law stockholders owned 18 million shares of unregistered common stock of
Internet Law and the original stockholders of Internet Law owned 2 million
shares of Internet Law common stock. Following the transaction, the stockholders
voted to change the name of Planet Resources, Inc. to "Internet Law Library,
Inc." Under the terms of an agreement and plan of reorganization, the majority
of our original board of directors resigned and were replaced with directors
elected by our new stockholders.


                                        11
<PAGE>

PRODUCTS AND SERVICES

         Brief Reporter offers more than 7,000 legal briefs on its Website
(WWW.BRIEFREPORTER.COM), making it one of the largest brief banks on the
Internet. Subscribers and transactional users can search among legal briefs from
actual cases. The Website offers featured briefs as well as notification of new
materials. Brief Reporter also earns some of its revenue from advertising.

         GoverNet Affairs offers subscribers a cost-effective legislative
information management service that uses the Internet to save time and money by
monitoring and reporting the progress of pending legislation in all 50 states
and the U.S. Congress. Using GoverNet Affairs' Website, subscribers may sign up
for the following services:

         o  customized daily, weekly or monthly reports showing the status
            of targeted legislation that may be summarized by topic or by
            legislator, and may be downloaded for internal use;

         o  e-mail alerts that can be sent when pending bills are revised;

         o  legislative tracking teams comprised of management, lobbyists and
            attorneys who may communicate with one another with password-
            protected privacy; and

         o  behind-the-scenes commentaries on pending bills that are
            available from a network of political consultants.

         GoverNet Affairs was built to be one of the most powerful online search
tools on the Internet for state and federal legislation. Using a multiple-matrix
database, nightly searches are conducted of every source of state and federal
legislation available on the Internet, and then this data is stored for
retrieval and processing. With this system, GoverNet Affairs performs text
comparisons and attaches information such as user notes and other user-specific
fields to any pending bill that is described over an Internet site. The system
is monitored to provide maximum coverage by jurisdiction and by topic. GoverNet
Affairs' legislative information is available at its Website, www.govaffs.com.

         ITIS hosts a Website at www.itisinc.com. With its predecessors, it has
been in business for 15 years, offering litigation support, data conversion and
other Internet-related services. At present, it is concentrating its efforts on
assisting National Law in content development.

         National Law provides a "virtual" law library that is designed for
performing legal research from offices, homes, or portable laptops. We believe
that National Law attracts people who need to conduct legal research, and prefer
to do so quickly, easily and inexpensively over the Internet. Built upon
Web-based architecture, National Law's virtual library enables users to access a
database providing core legal information at an attractive price. National Law
endeavors to grow by continuing to improve its search engine, publishing
accurate and current databases, adding to its forms and legal articles
libraries, maintaining its low cost, and developing Internet-oriented editorial
features, among other legal products.

         The Litidex(R) search engine used by National Law's subscribers
provides for high-speed data retrieval using Boolean, proximity and citation
search criteria. National Law's primary products are case law and statutory law
databases. National Law's legal information is available through its Website at
www.itislaw.com and can be searched, downloaded and printed.

         Compass Data Systems provides electronic information publishing
services in a completely searchable infobase to a wide variety of industries and
organizations. Compass Data Systems hosts an Internet site at
www.compassdata.com. Using Internet and CD technology, clients can search
through computer files that represent significant amounts of paper in seconds.
These infobases are quickly accessed through a hard drive, CD-Rom or the
Internet.

         Venco Compliance is in the business of selling compliance and safety
training and information such as OSHA regulations to businesses such as dry
cleaners and others that deal with hazardous chemicals, biomaterials and other
regulated substances.


                                        12
<PAGE>

         In addition to our existing products and services, Internet Law
expects to provide a number of additional services in the future, which may
include the following:

         o  database content and similar products for additional industries
            and business endeavors;

         o  database inquiry, retrieval, and review of all state and federal
            case law;

         o  database inquiry and retrieval of all state and federal statutes,
            codes, constitutions, and rules and regulations;

         o  fast and frequent updating of all data;

         o  linking statutes to proposed and pending legislation;

         o  extensive linking of citations among databases;

         o  linking cases and briefs;

         o  citation service;

         o  additional forms;

         o  topical classification of legal information; and

         o  other such related legal research tools as needed by customers.

         Our ability to provide additional services and expand its market
depends upon a number of factors, many of which are beyond our control. These
factors include the rates of and costs associated with new customer acquisition,
customer retention, capital expenditures and other costs relating to the
expansion of operations, the timing of new product and service announcements,
changes in our pricing policies and those of our competitors, market acceptance
of our services, changes in operating expenses, strategy and personnel,
increased competition, and general economic factors. There can be no assurance
that we will be successful in selling our services or achieving or maintaining
profitability or positive cash flow in the future.

                                 USE OF PROCEEDS

         The shares of common stock offered by this reoffer prospectus are being
registered for the account of the selling stockholders, and we will not receive
any proceeds from the sale of common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

         The common stock offered by this prospectus will be acquired by the
selling stockholders pursuant to the 2001 Executive Stock Option Plan. Each
selling stockholder will receive all of the net proceeds from the sale of his or
her respective shares of common stock.

         The following table sets forth information with respect to each of the
selling stockholders owning 1,000 or more of our common shares issued under the
2001 Executive Stock Option Plan regarding the number of shares of our common
stock beneficially owned by each selling stockholder as of March 30, 2001, the
nature of any position, office or other material relationship which the selling
stockholder has had within the past three years with us or our predecessors or
affiliates, and the number of shares that are being offered under this
prospectus. Since the selling stockholders may sell all, some or none of their
shares, no estimate can be made of the total number of shares that are to be
offered by the selling stockholders under this prospectus or that will be owned
by each selling stockholder upon the completion of the offering to which this
prospectus relates.


                                        13
<PAGE>
<TABLE>
<CAPTION>
                                                  Number of Shares of         Maximum Number of
                                                         Common Stock    Shares of Common Stock
                  Name                             Beneficially Owned            Offered Hereby
                  ----                             ------------------            --------------
<S>                                               <C>                    <C>
                  David P. Harriman(1)               1,305,280                        1,000,000
                  Kelley V. Kirker(2)                1,351,500                        1,000,000
                  Joanna Hoover(3)                     790,000                          750,000
                  Kara A. Kirker(4)                  1,100,000                          750,000
                  Carol Ann Wilson(5)                  778,480                          750,000
                  K. Charles Peterson(6)               760,666                          750,000
                  Charles F. Dunbar                    515,000                          500,000
                  Michael Hluchanek                    844,000                          500,000
                  Others *                           1,000,000                        1,000,000
                                                     ---------                        ---------
                  Total                              8,444,926                       7,000,000`
                                                     =========                       ==========
</TABLE>
(1)      Director and President of National Law
(2)      Director and Chief Operations Officer of Internet Law
(3)      Chief Financial Officer of Internet Law
(4)      Treasurer, and Chief Financial Officer and Treasurer of National Law
         Library
(5)      Corporate Secretary of Internet Law
(6)      General Counsel of Internet Law

*Names of additional selling stockholders and amounts of securities to be
determined and disclosed after the filing of this registration statement.

                              PLAN OF DISTRIBUTION

         The shares of common stock offered hereby may be sold from time to time
by the selling stockholders, or by their pledgees, donees, transferees or other
successors in interest, by them or through agents, underwriters or dealers.
Their shares of common stock may be sold at market prices prevailing at the time
of sale or at privately negotiated prices. Brokers and dealers may receive
commissions or discounts from the selling stockholders in amounts to be
negotiated in the future.

         The common shares covered by this prospectus may also be sold pursuant
to Rule 144 or pursuant to another available exemption from registration under
the Securities Act of 1933.

         Any broker, dealer or underwriter to be utilized by a selling
stockholder will be selected by such selling stockholder. Any compensation
payable to such persons by a selling stockholder will be negotiated in the
future. The selling stockholders and any underwriter, dealer or agent that
participates in a distribution of our common stock may be deemed to be an
underwriter, and any profit on sale of the shares by the selling stockholders
and any discounts, commissions or concessions received by any underwriter,
dealer or agent may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933.

                         SEC POSITION ON INDEMNIFICATION

         Our directors and officers are indemnified against certain causes of
action. In so far as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, we have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

                                     EXPERTS

         Effective February 19, 2001, Arthur Andersen LLP was dismissed as the
independent auditors for Internet Law, and Harper & Pearson Company was
appointed as Internet Law's new independent accountants.


                                        14
<PAGE>

For the period July 1 to December 31, 1999, Arthur Andersen's report did not
contain any adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles. Further,
during the period July 1 to December 31, 1999, and the subsequent interim
period through February 19, 2001, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if
not resolved to the satisfaction of Arthur Andersen LLP, would have caused
them to make reference to the subject matter of the disagreement in
connection with their report on the financial statements of Internet Law for
such period.

                                  LEGAL MATTERS

         The legality of the shares of common stock offered hereby will be
passed upon for us by Locke Liddell & Sapp LLP, Dallas, Texas.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed a registration statement with the SEC of which this
prospectus forms a part. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about us. The
rules and regulations of the SEC allow us to omit some of the information
included in the registration statement from this prospectus. You may inspect or
obtain a copy of the registration statement, including the exhibits and
schedules, as described below.

         In addition, we have filed reports and other information with the SEC
under the Securities Exchange Act of 1934. You may read and copy any of this
information at the following locations of the SEC:
<TABLE>
<S>                                            <C>                                 <C>
         Public Reference Room                 New York Regional Office              Chicago Regional Office
        450 Fifth Street, N.W.                   7 World Trade Center                    Citicorp Center
               Room 1024                              Suite 1300                     500 West Madison Street
        Washington, D.C. 20549                 New York, New York 10048                     Suite 1400
                                                                                   Chicago, Illinois 60661-2511
</TABLE>

         You may obtain information on the operation of the SEC's Public
Reference Room by calling the SEC at 1-800-SEC-0330.

         The SEC also maintains an Internet Website site that contains reports,
proxy statements and other information regarding issuers, like us, that file
information electronically with the SEC. The address of that site is
HTTP://WWW.SEC.GOV. The SEC file number for our documents filed under the
Securities Exchange Act of 1934 is 1-07149.

         Our Website site address is HTTP://WWW.ITISLAW.COM. Our common stock is
quoted on the over-the-counter bulletin board under the symbol "ELAW.OB."

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" certain information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and the information we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the following documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the date of this prospectus and prior to the
termination of this offering of shares of our common stock. The documents we are
incorporating by reference are:

        (a)   Our Annual Report on Form 10-K for the six months ended December
              31, 1999, as filed on May 11, 2000, as amended by Form 10-K/As
              filed on May 19 and May 24, 2000, respectively
        (b)   Our Current Report on Form 8-K/A as filed on January 31, 2000;
        (c)   Our Current Report on Form 8-K as filed on February 8, 2000;
        (d)   Our Current Report on Form 8-K/A as filed on February 18, 2000;


                                        15
<PAGE>


        (e) Our Current Report on Form 8-K as filed on March 3, 2000, as
            amended by Form 8-K/A filed on April 5, 2000;
        (f) Our Current Report on Form 8-K as filed on May 15, 2000, as
            amended by Form 8-K/A filed on July 14, 2000;
        (g) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            2000 as filed on May 22, 2000, as amended by Form 10-Q/A filed on
            May 24, 2000;
        (h) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
            2000, as filed August 14, 2000;
        (i) Our Current Report on Form 8-K as filed on October 16, 2000, as
            amended by Form 8-K/As filed on October 18, 2000 and December 12,
            2000, respectively;
        (j) Our Quarterly Report on Form 10-Q for the quarter ended September
            30, 2000, as filed on November 14, 2000;
        (k) Our Current Report on Form 8-K as filed on February 23, 2001; and
        (l) Description of our Common Stock as described in the section
            "Description of Capital Stock" contained in the Form S-1 as
            filed on December 22, 2000 (File No. 333-52564).

         You may request a copy of these filings at no cost by writing or
telephoning Carol A. Wilson at:

                             Internet Law Library, Inc.
                             4301 Windfern Road, Suite 200
                             Houston, Texas 77041
                             Telephone Number: (281) 600-6000 Ext. 611


                                        16

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission:

        (a) The Registrant's Annual Report on Form 10-K for the six months
            ended December 31, 1999, as filed on May 11, 2000, as amended by
            Form 10-K/As filed on May 19 and May 24, 2000, respectively
        (b) The Registrant's Current Report on Form 8-K/A as filed on January
            31, 2000;
        (c) The Registrant's Current Report on Form 8-K as filed on February
            8, 2000;
        (d) The Registrant's Current Report on Form 8-K/A as filed on
            February 18, 2000;
        (e) The Registrant's Current Report on Form 8-K as filed on March 3,
            2000, as amended by Form 8-K/A filed on April 5, 2000;
        (f) The Registrant's Current Report on Form 8-K as filed on May 15,
            2000, as amended by Form 8-K/A filed on July 14, 2000;
        (g) The Registrant's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 2000 as filed on May 22, 2000, as amended by
            Form 10-Q/A filed on May 24, 2000;
        (h) The Registrant's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 2000, as filed August 14, 2000;
        (i) The Registrant's Current Report on Form 8-K as filed on October
            16, 2000, as amended by Form 8-K/As filed on October 18, 2000 and
            December 12, 2000, respectively
        (j) The Registrant's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2000, as filed on November 14, 2000;
        (k) The Registrant's Current Report on Form 8-K as filed on February
            23, 2001; and
        (l) Description of our Common Stock as described in the section
            "Description of Capital Stock" contained in the Form S-1 as filed
            on December 22, 2000 (File No. 333-52564).

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall also be deemed to be incorporated by reference herein 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action,

                                        II-23
<PAGE>

suit or proceeding if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against such
expenses actually and reasonably incurred by him or her in connection with
the defense or settlement of such action or suit if he or she acted under
similar standards, except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the court
shall deem proper.

         Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to,
among other things, the bylaws or indemnification agreements. Article XIV of
our Certificate of Incorporation provides for the indemnification of our
officers and directors to substantially the same extent permitted by the DGCL.

         Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, but excludes specifically
liability for any (i) breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions,
or (iv) transactions from which the director derived an improper personal
benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director's fiduciary duty of care.

         The Registrant's Certificate of Incorporation contains a provision
eliminating the personal liability of a director from breaches of fiduciary
duty, subject to the exceptions described above.

         (b) The Registrant has entered into Indemnity Agreements with
certain of its directors and officers that establish contract rights to
indemnification substantially similar to the rights to indemnification
provided for in its Certificate of Incorporation.
<TABLE>
<CAPTION>
ITEM 8.           EXHIBITS.
<S>      <C>
4.1      Amended and Restated Certificate of Incorporation of the Registrant
         (incorporated by reference to the Annex A of the Registrant's
         Definitive Proxy Statement on Schedule 14A filed on January 31, 2000)
4.2      Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
         3.2 to the Registrant's Form 10-K filed on October 13, 1999) 4.3.1 Certificate
         of Designation for the Registrant's 5% Series A Convertible Preferred Stock
         (incorporated by reference to Exhibit 3.3 to the Registrant's Form 10-KA
         filed on May 24, 2000)
*4.4     2001 Executive Stock Option Plan
*5       Opinion of Locke Liddell & Sapp LLP
*23.1    Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as Exhibit 5 hereto)
*23.2    Consent of Arthur Andersen LLP
*23.3    Consent of Harper & Pearson Company
*24      Power of Attorney (included on signature page)
</TABLE>
----------------
* Filed herewith.


                                        II-24
<PAGE>

ITEM 9.           UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes as follows:

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

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.       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 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 registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.


                                        II-25
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on March 30, 2001.

                                        INTERNET LAW LIBRARY, INC.



                                        By:      /S/ HUNTER M.A. CARR
                                                 ------------------------------
                                                 Hunter M. A. Carr
                                                 Chairman of the Board,
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Hunter M. A. Carr and Joanna
Hoover and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him, and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

         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.
<TABLE>
<CAPTION>
              Signature                                        Title                                  Date
              ---------                                        -----                                  ----
<S>                                     <C>                                                 <C>
                                        Chairman of the Board of Directors, President and
          /S/ HUNTER M.A. CARR          Chief Executive Officer (Principal Executive        March 30, 2001
          --------------------          Officer)
          Hunter M.A. Carr

                                        Director                                            March 30, 2001
         -------------------
          Eugene A. Cernan

         /S/KELLEY V. KIRKER            Director, Chief Operating Officer of Internet Law   March 30, 2001
         -------------------            Library
          Kelley V. Kirker

        /S/DONALD W. SAPAUGH            Director                                            March 30, 2001
        --------------------
          Donald W. Sapaugh

        /S/GEORGE A. ROBERTS            Director                                            March 30, 2001
        --------------------
          George A. Roberts


                                        II-26

<PAGE>

        /S/W. PAUL THAYER              Director                                            March 30, 2001
        -----------------
        W. Paul Thayer


        /S/DAVID P. HARRIMAN           Director, President of National Law Library         March 30, 2001
        --------------------
        David P. Harriman

        /S/ W. ALLYN HOAGLUND          Director                                            March 30, 2001
        ---------------------
        W. Allyn Hoaglund

        /S/ JOANNA HOOVER              Chief Financial Officer (Principal Financial and    March 30, 2001
        ----------------------         Accounting Officer)
        Joanna Hoover
</TABLE>


                                        II-27
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
---------         -----------
<S>      <C>
4.1      Amended and Restated Certificate of Incorporation of the Registrant
         (incorporated by reference to the Annex A of the Registrant's
         Definitive Proxy Statement on Schedule 14A filed on January 31, 2000)
4.2      Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
         3.2 to the Registrant's Form 10-K filed on October 13, 1999) 4.3 Certificate of
         Designation for the Registrant's 5% Series A Convertible Preferred Stock
         (incorporated by reference to Exhibit 3.3 to the Registrant's Form 10-KA filed
         on May 24, 2000)
*4.4     2001 Executive Stock Option Plan
*5       Opinion of Locke Liddell & Sapp LLP
*23.1    Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as Exhibit 5 hereto)
*23.2    Consent of Arthur Andersen LLP
*23.3    Consent of Harper & Pearson Company
*24      Power of Attorney (included on signature page)
</TABLE>
----------------
* Filed herewith.


                                        II-28
[{"type": "S-8", "sequence": "1", "filename": "a2044017zs-8.txt", "description": "S-8", "secsgml_size_bytes": 90294}]
{"company-data": {"conformed-name": "INTERNET LAW LIBRARY INC", "cik": "0000003959", "assigned-sic": "2731", "irs-number": "820277987", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58050", "film-number": "1588416"}, "business-address": {"street1": "4301 WINDFERN RD", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77041", "phone": "2816006000"}, "mail-address": {"street1": "C/O HUNTER M A CARR", "street2": "4301 WINDFERN SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77041"}, "former-company": {"former-conformed-name": "PLANET RESOURCES INC", "date-changed": "19960514"}}
As filed with the Securities and Exchange Commission on March 30, 2001
                                                   Registration No. 333 -

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           INTERNET LAW LIBRARY, INC.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                          82-0277987
   (State or Other Jurisdiction of            (I.R.S. Employer
    Incorporation or Organization)         Identification Number)

    4301 WINDFERN ROAD, SUITE 200                  77041
            HOUSTON, TEXAS                       (Zip Code)
        (Address of Principal
          Executive Offices)

              INTERNET LAW LIBRARY 2001 EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                               K. CHARLES PETERSON
                                 GENERAL COUNSEL
                          4301 WINDFERN ROAD, SUITE 200
                              HOUSTON, TEXAS 77041
                     (Name and Address of Agent for Service)

                                 (281) 600-6000
          (Telephone Number, Including Area Code, of Agent for Service)

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

                                   Copies to:
                              STEPHEN L. SAPP, ESQ.
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                            Proposed Maximum      Proposed Maximum      Amount of
Title of Securities to be                Amount to be        Offering Price      Aggregate Offering    Registration
Registered                                Registered         Per Share (1)(2)         Price (2)            Fee
----------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, par value
$0.001 per share                          7,000,000              $.3125              $2,187,500            $547
======================================================================================================================
(1)      Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act
         of 1933 on the basis of the average of the high and low prices per
         share of common stock as quoted on the over-the-counter bulletin board
         on March 28, 2001.
(2)      Estimated solely for the purpose of determining the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Pursuant to the Note to Part I of Form S-8, the documents containing
the information required by Part I are not required to be and are not being
filed with the Securities and Exchange Commission. These documents will be sent
or given to participants in the 2001 Executive Stock Option Plan as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933.

         This Registration Statement contains a reoffer prospectus, which has
been prepared in accordance with the requirements of Part I of Form S-3 and
which, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of up to 7,000,000 shares of common stock, par value
$.001 per share, of Internet Law Library, Inc. to be acquired by "affiliates" of
Internet Law upon the exercise by such affiliates of options granted under the
2001 Executive Stock Option Plan.
PROSPECTUS

                           INTERNET LAW LIBRARY, INC.
                        7,000,000 Shares of Common Stock

         The selling stockholders identified in this prospectus may offer and
resell up to 7,000,000 shares of our common stock under this prospectus. The
selling stockholders will acquire these shares by purchase pursuant to our
2001Executive Stock Option Plan.

         We will not receive any proceeds from the sales of shares by the
selling stockholders. The selling stockholders may sell their shares of common
stock through public or private transactions, in the over-the-counter market
with buyers, or otherwise. They may sell their shares at prevailing market
prices or at prices privately negotiated with buyers. The selling stockholders
will be responsible for any commissions or discounts due to brokers or dealers.
The amount of those commissions will be negotiated before the sales. We have
agreed to pay all other offering expenses.

         Our common stock is quoted on the over-the-counter bulletin board under
the symbol "ELAW.OB." The closing price of our common stock on March 28, 2001
was $.3125 per share. Our principal executive offices are located at 4301
Windfern, Suite 200, Houston, Texas 77041, and our telephone number is (281)
600-6000.

         AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS" STARTING ON
PAGE 1 OF THIS PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is March 30, 2001.
TABLE OF CONTENTS
                                                                    Page
                                                                    ----
RISK FACTORS...........................................................1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ...........10
THE COMPANY...........................................................11
USE OF PROCEEDS.......................................................13
SELLING STOCKHOLDERS..................................................13
PLAN OF DISTRIBUTION..................................................14
SEC POSITION ON INDEMNIFICATION.......................................14
EXPERTS...............................................................14
LEGAL MATTERS.........................................................15
WHERE YOU CAN FIND MORE INFORMATION...................................15
INCORPORATION OF DOCUMENTS BY REFERENCE...............................15
RISK FACTORS

         This section discusses the most significant factors that make an
investment in our common stock risky or speculative. You should carefully
consider this information along with the other information contained or
incorporated by reference in this prospectus before making a decision to
invest in our common stock.

RISKS PARTICULAR TO INTERNET LAW

WE HAVE OPERATED AT A LOSS SINCE INCEPTION, WHICH HAS RESULTED IN A LARGE
ACCUMULATED DEFICIT, AND WE ANTICIPATE THAT LOSSES WILL CONTINUE.

         At September 30, 2000, we had an accumulated deficit of $8,066,316,
and we have incurred additional losses since that date. We had net losses of
$2,138,001 during the period from November 30, 1998, the date of our
inception, to December 31, 1999, the end of our fiscal year, and $5,022,065
for the nine months ended September 30, 2000. We expect net losses and
negative cash flows to continue for the foreseeable future as we continue to
incur significant operating expenses and make capital investments in our
business. We may never generate sufficient revenues to achieve profitability.
Even if we do become profitable, we may not be able to sustain or increase
profitability on a quarterly or annual basis.

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT.

         While Brief Reporter and ITIS have been in business for a number of
years, Internet Law only commenced revenue-producing operations in January
1999. Accordingly, in the aggregate, we have a limited operating history upon
which you can evaluate our business and prospects. You must consider the
risks, expenses and difficulties frequently encountered by early-stage
companies in new and rapidly evolving markets, including Web-based legal
information companies.

WE WILL REQUIRE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE
TO US.

            As shown in the most recently filed consolidated financial
statements, we have incurred significant losses from operations, maintained a
working capital deficit and used significant cash in operations. Accordingly,
we will require additional financing to fund our operations and execute our
business plan. The inability to obtain additional financing will
substantially impact our ability to continue as a going concern. There can be
no assurance that the current financing arrangements will be sufficient to
meet our cash needs and we may need to raise additional funds through public
or private debt or equity financing. If we raise additional funds by issuing
equity securities, you may suffer dilution in your holdings of our common
stock. Also, adequate funds may not be available to us when we need them, or
may not be available to us on favorable terms. In this case, we may not be
able to develop or enhance our products or services, take advantage of
business opportunities or respond to competitive pressures, any of which
could harm our business.

            Our future capital requirements will depend upon many factors,
including the following:

        o   our costs to develop and maintain our legal databases;

        o   our costs of marketing our products;

        o   the rate at which we expand our operations;

        o   the extent to which we develop and upgrade our technology;

        o   the occurrence, timing, size and success of acquisitions; and

        o   the response of competitors to our service offerings.

            We currently have an equity line for $25 million with Cootes Drive
LLC. As of March 30, 2001, we did not meet the conditions to draw down on the
equity line. Further, because of litigation with them, we believe that it

                                        1
is unlikely that we will receive any cash from this equity line. We have been
informed by our auditors, Harper & Pearson Co. P.C., that if we do not
receive additional funding prior to the issuance of the December 31, 2000
financial statements, that their opinion on the December 31, 2000 financial
statements will include an explanatory fourth paragraph expressing their
uncertainty as to our ability to continue as a going concern.

THE COMPETITION IN OUR INDUSTRY IS INTENSE, WE HAVE SIGNIFICANTLY LESS
EXPERIENCE IN MARKETING OUR ONLINE CASE LAW AND STATUTES, OUR PRINCIPAL
COMPETITORS HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE DO, AND THIS
COMPETITION MAY CAUSE US TO LOSE CUSTOMERS AND PREVENT US FROM ATTRACTING NEW
CUSTOMERS.

            The market for electronic legal information is currently dominated
by West Group, a division of The Thomson Corporation, a Canadian corporation,
and LEXIS-NEXIS, which is owned by Reed-Elsevier, an Anglo-Dutch corporation.
These competitors are both large, well-established companies. They offer
databases that are similar to and larger than the databases that we offer. While
we have provided legal information for approximately 18 months, West has been in
operation for more than 100 years and LEXIS has been in operation for more than
25 years. Our competitors also have greater name recognition, larger customer
bases and significantly greater financial, technical and marketing resources
than we do. They can thus undertake more extensive marketing campaigns, respond
more quickly to new or emerging technologies and changes in customer
requirements and devote greater resources to the development, promotion and sale
of their products than we can. West and LEXIS have significant penetration in
the large law firm market, a market in which we intend to compete. Also, both
West and LEXIS maintain Websites that offer access to their legal databases.
Although all of our legal information is in hypertext mark-up language, which is
the standard format language used on the Internet, West and LEXIS are in the
process of converting their legal information into hypertext mark-up language,
which may enable them to better serve their customers.

            Substantially all of our revenues for our case law, statutory and
legal brief databases have been generated by sales of our products to
individuals and small law firms. Our business strategy calls for increased sales
to large law firms and legal departments of corporations. The large law firm
market for electronic legal information is dominated, and is likely to be
dominated for the near future, by West and LEXIS, our two principal competitors.
West and LEXIS offer comprehensive state law databases for all 50 states, while
we presently offer comprehensive state law databases for 23 states. This could
adversely affect our ability to penetrate the large law firm and corporate legal
department markets. Moreover, we have significantly less experience designing
products and serving the needs of large law firms, legal departments of
corporations or consumers. Our inability to successfully market our products to
large law firms, legal departments of corporations or consumers could impede our
growth.

         We also compete with other companies that offer fee-based access to
selected legal databases over the Internet. These companies may be more
successful than we may be in capturing market share.

IF WE DO NOT INCREASE AWARENESS OF OUR BRAND NAME, OUR ABILITY TO REACH NEW
CUSTOMERS WILL BE LIMITED.

         Our future success will depend, in part, on our ability to increase
awareness of our brand name and our Websites. To do so, we must succeed in our
marketing efforts, provide high-quality products and services and increase
traffic to our Website. If our marketing efforts are unsuccessful or if we
cannot increase our brand awareness, we may not be able to attract new customers
and increase our revenues.

AVAILABILITY OF FREE INFORMATION FROM INTERNET PORTAL COMPANIES MAY LESSEN THE
DEMAND FOR OUR PRODUCTS BECAUSE WE CHARGE SUBSCRIPTION FEES FOR OUR PRODUCTS.

         We offer access to databases that use our proprietary search engines.
While we are not a portal company, we compete with Internet portal companies
that offer free access to government-sponsored and advertiser-supported sites
that provide some of the same information that we provide. Substantial amounts
of free legal information are also available over the Internet and from other
sources, such as courts and other government agencies. This free information may
lessen the demand for our products.

                                        3
IF WE DO NOT RESPOND TO RAPID TECHNOLOGICAL CHANGE AND EVOLVING INDUSTRY
STANDARDS IN THE WEB-BASED LEGAL INFORMATION MARKET, WE WILL BE AT A
COMPETITIVE DISADVANTAGE AND WE COULD LOSE POTENTIAL CUSTOMERS TO OUR
COMPETITORS.

         The market for Web-based products and services is characterized by
rapid technological developments, evolving industry standards, changing customer
demands and frequent introductions of new products, services and enhancements.
As a result, our success depends upon our ability to improve the performance,
content and reliability of our products in response to both evolving demands of
the legal community and competitive product offerings. We cannot assure you that
we will be able to do so successfully or that any enhancements or new products
that we introduce will gain acceptance in the marketplace. If we are not
successful or if our products are not accepted, we could lose potential
customers to our competitors.

THE LOSS OF BUSINESS RELATIONSHIPS WITH COURTS AND LEGISLATIVE BODIES COULD
ADVERSELY AFFECT OUR BUSINESS BY INCREASING THE TIME AND EXPENSE REQUIRED TO
CONVERT LEGAL INFORMATION.

         Some of the databases we maintain consist of federal and state court
decisions, statutes, regulations, acts, administrative decisions, pending
legislation, articles, forms and other legal information that has been provided
to us by various entities. We have formal agreements with some, but not all, of
these data providers. Our ability to maintain our business relationships with
courts, legislative bodies and our other data providers and to build new
relationships with additional data providers is critical to the success of that
aspect of our business. If any of our sources significantly increase their fees,
our costs of data acquisition could increase significantly. The loss of any
relationships with data providers, or any significant increase in data
acquisition costs, could materially increase our operating expenses.

OUR QUARTERLY RESULTS OF OPERATIONS FLUCTUATE, WHICH COULD RESULT IN A LOWER
PRICE FOR OUR COMMON STOCK.

         Our quarterly results may be affected by a variety of factors, some of
which are beyond our control, including without limitation the following:

         o  introduction of new products or pricing programs by our competitors;

         o  difficulties in managing growth;

         o  technical difficulties or system downtime affecting our Web-based
            products;

         o  variations in spending patterns by lawyers;

         o  other business interruptions;

         o  increases in selling and marketing expenses, as well as other
            operating expenses;

         o  the amount and timing of costs associated with the development
            and maintenance of new database products;

         o  costs associated with hiring, training and retaining key
            employees and personnel;

         o  economic conditions specific to the Internet or to the legal
            profession, as well as general economic conditions; and

         o  costs and risks associated with potential acquisitions.

In addition, a substantial portion of our expenses, including most product
development and selling and marketing expenses, must be incurred in advance
of revenue generation. If our actual revenue does not meet our expectations,
then our operating profit, if any, may fall short of our expectations, or our
operating loss may be greater than our expectations. Further, we may change
our pricing strategy for our products due to the rapidly evolving market for
electronic legal information, and this may affect our quarterly results. Any
one or more of these factors could affect

                                        3
our business, financial condition and results of operations, and this makes
the prediction of results of operations on a quarterly basis unreliable. As a
result, period-to-period comparisons of our historical results of operations
may not be meaningful and you should not rely on them as an indication of our
future performance. Also, due to these and other factors, it is possible that
our quarterly results of operations may be below the expectations of public
market analysts and investors. This could adversely affect the price of our
common stock.

WE COULD BE EXPOSED TO LEGAL LIABILITY FOR INACCURACIES IN THE INFORMATION WE
PROVIDE BECAUSE LAWYERS RELY ON THE INTEGRITY OF OUR DATABASES WHEN CONDUCTING
THEIR LEGAL RESEARCH.

            It is not possible for us to achieve 100% accuracy in the quality of
the information we include in our legal databases. As a result, we may be
subject to claims by our customers based on negligence or other theories
relating to the legal information we distribute. These types of claims could be
time-consuming and expensive to defend and could result in the diversion of our
management's time and attention. While we maintain liability insurance and have
agreements with our customers regarding these issues, we may not be fully
protected against these types of claims.

WE ARE CURRENTLY INVOLVED IN LITIGATION WITH A MAJOR INVESTOR THAT MAY ADVERSELY
AFFECT OUR FINANCIAL CONDITION.

            We have filed a lawsuit against Cootes Drive LLC, Southridge Capital
Management LLC, Thomson, Kernaghan & Co. Ltd, Steve Hicks, Dan Picket and
Christy Constabile for tort damages for stock manipulation, SEC violations,
civil RICO, fraud, violations of Texas securities laws and other Texas statutes,
and conspiracy. This suit also alleges misrepresentations by co-conspirators in
connection with certain funding transactions with Internet Law, including a
purchase agreement for $3 million in convertible preferred stock and a $25
million equity line agreement. Cootes Drive LLC has responded by filing a suit
alleging breach of the convertible preferred agreement and seeking monetary
damages of $10,000 per day.

            If the litigation results in enforcement of the current terms of the
convertible preferred agreement, we could continue to experience substantial
dilution of our common stock if Cootes Drive LLC continues to convert our
preferred shares into common stock. The suit is not sufficiently advanced to
evaluate a likelihood of an outcome. The end result of this lawsuit could be an
unfavorable outcome to Internet Law that would adversely affect future
operations and our financial condition, and could result in dilution of our
common stock.

RAPID GROWTH IN OUR BUSINESS DUE TO AN INCREASE IN THE NUMBER OF CUSTOMERS
SUBSCRIBING TO OUR WEB-BASED PRODUCTS COULD STRAIN OUR OPERATIONAL AND FINANCIAL
RESOURCES CAUSING US TO LOSE CUSTOMERS AND INCREASE OUR OPERATING EXPENSES.

         Since we began delivering our legal information databases over the
Internet, we have experienced rapid growth in our operations. This growth has
placed a strain on our financial resources. Increases in the volume of users of
our computer system could strain the capacity of our software or hardware, which
could lead to slower response times or system failures. Any future growth may
require us, among other things, to:

         o  expand and upgrade our hardware and software systems;

         o  expand and improve our operational and financial procedures, systems
            and controls;

         o  improve our financial and management information systems;

         o  expand, train and manage a larger workforce; and

         o  improve the coordination among our product development, sales and
            marketing, financial, accounting and management personnel.

                                        4
We cannot assure you that our personnel, systems and controls will
be adequate to support future growth. Our inability to manage growth effectively
or to maintain the quality of our products and services could cause us to lose
customers and could materially increase our operating expenses.

 RELIANCE ON INTERNALLY DEVELOPED SYSTEMS AND SYSTEM FAILURES COULD BE HARMFUL
TO OUR REPUTATION BY INTERRUPTING OUR ABILITY TO PROVIDE SERVICES THROUGH OUR
WEBSITE.

            We rely heavily on internally developed search engines and software
for operation of our Website. Our inability to add additional software and
hardware or to develop and upgrade further our existing technology,
transaction-processing systems or network infrastructure to accommodate
increased traffic on our Website may cause unanticipated system disruptions,
slower response times, degradation in levels of customer service, impaired
quality and delays. There can be no assurance that we will be able in a timely
manner to effectively upgrade and expand our existing systems. The continued and
uninterrupted performance of our computer system is critical to our success. Any
system failure that causes interruptions in our ability to deliver our products
to our customers, including failures that affect our ability to collect
information from our data providers, could reduce customer satisfaction and, if
sustained or repeated, would reduce the attractiveness of our services.

            We also face the risk of a security breach of our computer system,
which could disrupt the distribution of our legal information. In addition,
although we work to prevent unauthorized access to our data, it is impossible to
completely eliminate this risk. The number of visits to our Website has been
increasing, and further increases in traffic on our Website could strain our
systems and increase the likelihood of system failures.

            Our insurance may not cover any claims by dissatisfied subscribers
or may not be adequate to indemnify us for any liability we may incur if we are
sued. Any system failure, security breach or other damage could interrupt or
delay our operations, damage our reputation and cause us to lose customers. Our
ability to expand our product offerings depends upon the simultaneous expansion
of our legal databases. Any interruption or termination of our arrangements with
courts and other content providers could result in increased costs to us or a
slow down in our expansion and products introduction plans while we locate
alternative sources for the data conversion or increase our own conversion
capabilities.

UNANTICIPATED PROBLEMS COULD INTERRUPT OR DELAY ACCESS TO OUR WEB-BASED
PRODUCTS.

             Damage to our computer system could delay or prevent delivery of
our products and result in the loss of our customers. Our operations are
dependent on our ability to protect our computer system against damage from
computer viruses, fire, power loss, telecommunications failures, vandalism and
other malicious acts, and similar unexpected adverse events. In addition, a
failure of our telecommunication providers to provide the data communications
capacity in the time frame required by us for any reason could cause
interruptions in the delivery of our services. Our computer and communications
hardware is located at several facilities, and the loss of any of this hardware
or the data it contains could cause us not to be able to operate our business
for a substantial period of time. Our business, results of operations and
financial condition could be materially adversely affected by any event that
interrupts or delays our operations. We do not presently have redundant systems
or a formal disaster recovery plan and do not carry sufficient business
interruption insurance to compensate for losses that may occur. Despite the
implementation of network security measures, our servers are vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions, delays, loss of data or our inability to
accept and fulfill customer orders. Any system failure, security breach or other
damage could interrupt or delay our operations, damage our reputation and cause
us to lose customers.

WE DEPEND HEAVILY ON OUR MANAGEMENT TEAM, MOST OF WHICH HAS LITTLE EXPERIENCE
WORKING TOGETHER OR MANAGING A PUBLIC COMPANY.

         Our success depends, to a significant extent, upon the efforts and
abilities of Hunter M.A. Carr, our Chairman of the Board, President and Chief
Executive Officer. Loss of Mr. Carr's services could materially and adversely
affect our business, results of operations and financial condition. Also, our
management team has worked together for less than two years. The short period of
time that our senior officers have worked together, or their potential inability
to work successfully together, may adversely affect our ability to manage
growth. Moreover, our

                                        5
officers generally have limited experience in managing a public company. The
ability of our management team to manage future growth, if any, or the
demands of successfully operating a public company is currently unproven.

THERE IS INTENSE COMPETITION FOR QUALIFIED COMPUTER TECHNICIANS, PROGRAMMERS AND
SALES AND MARKETING PERSONNEL, AND OUR FAILURE TO ATTRACT AND RETAIN THESE
PEOPLE COULD AFFECT OUR ABILITY TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND TO
INCREASE OUR SALES.

         Our future success also depends upon our ability to attract and retain
qualified computer programmers, other technical personnel and sales and
marketing personnel. Competition for talented personnel, particularly technical
personnel, is intense. This competition could increase the costs of hiring and
retaining personnel. We may not be able to attract, retain and adequately
motivate our personnel or to integrate new personnel into our operations
successfully.

IF OUR SOFTWARE BECOMES DEFECTIVE, IT COULD BE COSTLY FOR US TO CORRECT.

         Complex software such as the software we develop for our services may
contain errors or defects, especially when first implemented, that may be costly
to correct. Defects or errors also could result in downtime and our business
could suffer significantly from potential adverse customer reaction, negative
publicity and harm to our reputation.

WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING OUR SEARCH
AND RETRIEVAL SOFTWARE, AND WE MAY INFRINGE THE PROPRIETARY RIGHTS OF OTHERS.

         Our services are highly dependent upon proprietary technology,
including, for example, our proprietary search and retrieval software, which
allows us to mark some of the information contained in our databases to enable
users to search our databases. We rely on contracts, confidentiality agreements
and copyright, trademark and trade secrecy laws to protect our proprietary
rights in our technology. We have obtained and are obtaining trademark
registrations for our various product names. The protective steps we have taken
may not be adequate to deter misappropriation of our proprietary information. In
addition, some end-user license provisions protecting against unauthorized use,
copying, transfer and disclosure of the licensed program may be unenforceable
under the laws of certain jurisdictions and foreign countries. In addition, the
laws of some foreign countries do not protect proprietary rights to the same
extent as the laws of the United States. Failure to adequately protect our
intellectual property could harm our brand, devalue our proprietary content and
affect our ability to compete effectively. Furthermore, defending our
intellectual property rights could result in the expenditure of significant
financial and managerial resources, which could materially adversely affect our
business, results of operations and financial condition. Also, it is possible
that our competitors or others will adopt product or service brands similar to
ours, possibly leading to customer confusion.

         Many of our software programs, including our proprietary search and
retrieval software, interact with and perform numerous functions similar to
software available from third parties. Therefore, we could be subject to claims
that our technology infringes the proprietary rights of third parties. In
addition, we have agreed, and may agree in the future, to indemnify some of our
customers against claims that our products infringe upon the intellectual
property rights of others. Claims against us or these customers, even if without
merit, could subject us to costly litigation and could divert the time and
attention of our technical and management teams. A claim of infringement may
require us and our customers to obtain one or more licenses from third parties.
We cannot assure you that we or our customers will be able to obtain necessary
licenses from third parties at a reasonable cost or at all. Any failure to
obtain a required license could have a material adverse effect on our business,
results of operations and financial condition.

WE MAY BE UNABLE TO MAKE ATTRACTIVE ACQUISITIONS OR INTEGRATE ACQUIRED
COMPANIES, AND OUR INABILITY TO DO SO MAY DISRUPT OUR BUSINESS.

            Our recent growth is attributable in significant part to
acquisitions of other providers of legal research materials over the
Internet. We expect to continue to evaluate and, where appropriate, pursue
acquisition opportunities in legal and other areas on terms we consider
favorable. We cannot assure you that we will be able to identify attractive
acquisition opportunities. Even if we do identify attractive candidates, we
cannot assure you that we will be able to complete the acquisition of them on
commercially acceptable terms. If we acquire another

                                        6
business, we could have difficulty integrating its operations, systems,
management and other personnel and technology with our own. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our results of
operations. Even if these difficulties could be overcome, we cannot assure
you that the anticipated benefits of any acquisition would be realized. In
addition, we may incur debt or issue equity securities to pay for any future
acquisitions. The issuance of equity securities could be dilutive to our
existing stockholders.

WE MAY BE UNABLE TO EFFECTIVELY EXPAND OPERATIONS BY DEVELOPING NEW WEBSITES AND
PROMOTING NEW OR COMPLEMENTARY PRODUCTS.

         We may choose to expand our operations by developing new Websites,
promoting new or complementary products or sales formats, expanding the breadth
and depth of products and services offered through internal development,
relationships with third parties or the acquisition of new or complementary
businesses, products or technologies. We have no current understandings,
commitments or agreements with respect to any material future acquisitions or
investments. We may be unable to effectively expand our efforts and operations
in a cost-effective or timely manner internally or through relationships with
third parties in the future and any such efforts to increase overall market
acceptance may be unsuccessful. Furthermore, any new business or Website
launched by Internet Law that was not favorably received by consumers could
damage our reputation. Expansion in this manner would also require significant
additional expenses and development, operations and editorial resources and
would strain our management, financial and operational resources. The lack of
market acceptance of such efforts or our inability to generate satisfactory
revenues from such expanded services or products to offset their cost could have
a material adverse effect on our business, prospects, financial condition and
results of operations

RISKS RELATED TO OUR INDUSTRY

THE MARKET FOR WEB-BASED LEGAL INFORMATION IS NEW AND RAPIDLY EVOLVING, AND WE
MAY NOT BE ABLE TO ACCURATELY PREDICT AND RESPOND TO MARKET DEVELOPMENTS, WHICH
COULD PREVENT OUR PRODUCTS FROM BEING ACCEPTED.

         The market for Web-based distribution of electronic legal information
has only recently begun to develop and it is rapidly evolving. This makes it
difficult to predict demand and market acceptance for our products as well as an
appropriate pricing strategy for our products. We cannot guarantee you that the
market for our products will grow, that our products will become widely accepted
or that our pricing strategy will be successful. If the market for our products
does not develop as quickly as we expect, if customers do not accept our
products or if our pricing strategy is not successful, our future revenues will
be adversely affected.

A DOWNTURN IN THE LEGAL INDUSTRY COULD CAUSE OUR REVENUES TO DECREASE.

         Most of our business depends on the continued demand for legal
information in electronic format. Therefore, any downturn in business for the
legal profession could cause our revenues to decrease, which will adversely
affect our results of operations.

THE FAILURE OF THE INTERNET TO GROW OR REMAIN A VIABLE COMMERCIAL MEDIUM COULD
HARM OUR GROWTH.

            Our success depends in large part on the maintenance of the Internet
infrastructure as a reliable network backbone that provides adequate speed, data
capacity and security. Our future revenues and any future profits are
substantially dependent upon the widespread acceptance and viability of the use
of the Internet and other online services as an effective medium. There can be
no assurance that acceptance, growth and use of online services will continue to
develop or that a sufficiently broad base of consumers will adopt, and continue
to use, the Internet and other online services as a medium of commerce and
communication.

            Our success also depends on the timely development of products, such
as high-speed modems, that enable reliable Internet access and services. The
Internet infrastructure may not be able to support the demands placed on it and
the performance or reliability of the Internet may be adversely affected by this
continued growth. In addition, the Internet could lose its commercial viability
if the number of people who use the Internet does not continue to grow. A number
of factors, including unreliable service, unavailability of cost-effective,
high-speed

                                        7
access to the Internet or concerns about security, could impede this growth.
The infrastructure or complementary products and services necessary to
maintain the Internet as a viable commercial medium may not be developed, and
the Internet may not continue to be a viable commercial medium for us.

CONTENT PROVIDERS AND E-RETAILERS HAVE EXPERIENCED SIGNIFICANT PROBLEMS
OPERATING ON THE INTERNET.

            Despite the tremendous potential of the Internet, beginning earlier
this year, a large number of Internet companies, particularly consumer-oriented
content providers and e-commerce retailers, have announced layoffs or closures,
with further layoffs and closures expected to continue for at least the near
term. In addition, other cash-strapped Internet companies have sought
combination with their competitors or more traditional "old economy" companies
in an effort to survive. Many theories have been suggested for this phenomena
including an over supply of e-commerce securities offerings, a more selective
initial public offering market, a tightening financing market, increased
competition from traditional brick-and-mortar chains, and a return to a
traditional form of stock analysis. Many Internet companies were running deep
losses as they spent heavily on personnel and marketing, and had come to rely on
regular external cash infusions to fund operations. As these financing dollars
dried up, several of these companies had to either liquidate or enter into
unfavorable financing arrangements and/or initiate extensive cost saving
measures. As an e-commerce retailer, the current market and financial
environment for these types of companies could adversely affect our ability to
raise additional financing on commercially acceptable terms or at all.

GOVERNMENT ACTION COULD INCREASE THE COST OF OUR SERVICES.

         There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted that address issues such as pricing and the characteristics of products
and services. In addition, several telecommunications companies have petitioned
the Federal Communications Commission to regulate Internet and on-line service
providers in a manner similar to long-distance telephone carriers and to impose
access fees on them. This regulation, if imposed, could increase the cost of
transmitting data over the Internet. Moreover, it may take years to determine
the extent to which existing laws relating to issues such as intellectual
property ownership and infringement, libel, obscenity and personal privacy are
applicable to the Internet. Finally, state tax laws and regulations relating to
the provision of products and services over the Internet are still developing. A
few states have tried to impose taxes on products and services provided over the
Internet. If additional states try to do so, our operating costs may increase
and we may not be able to increase the price that we charge for our products to
cover these costs. Any new laws or regulations or new interpretations of
existing laws and regulations relating to the Internet could decrease the growth
in the use of the Internet, decrease the demand for our Website, increase our
operating expenses or otherwise adversely affect our business.

RISKS RELATED TO OUR COMMON STOCK

ANTI-TAKEOVER PROVISIONS COULD PREVENT OR DELAY A CHANGE IN CONTROL.

         Provisions of our certificate of incorporation and bylaws and Delaware
law may make it more difficult for a third party to acquire us, even if so doing
would be beneficial to you. These include the following:

         o  our board of directors is authorized to issue up to 50 million
            shares of preferred stock and to fix the rights, preferences,
            privileges and restrictions of those shares without any further
            vote or action by the stockholders, which may be used by the
            board to create voting impediments or otherwise delay or prevent
            a change in control or to modify the rights of holders of our
            common stock;

         o  our board of directors is divided into three classes of directors
            serving staggered three-year terms, which will result in at least
            two annual meetings of stockholders, instead of one, generally
            being required to change the majority of the board;

         o  a prohibition on cumulative voting in the election of directors,
            which would otherwise allow less than a majority of stockholders
            to elect directors;

                                        8
o  limitations on who may call annual and special meetings of
            stockholders;

         o  advance notice procedures with regard to stockholder proposals
            and the nominations, other than by or at the direction of the
            board, of candidates for election as directors;

         o  a requirement that vacancies on the board of directors,
            including newly created directorships, be filled only by a
            majority of directors then in office.

CONTROL BY OFFICERS AND DIRECTORS COULD HAVE AN ADVERSE EFFECT ON OUR
STOCKHOLDERS.

         As of March 30, 2001, our directors, executive officers and their
affiliates beneficially owned a total of approximately 55.6% of our outstanding
common stock. Hunter M.A. Carr, our Chairman of the Board, President and Chief
Executive Officer, beneficially owns approximately 45.8% of our outstanding
common stock. As a result, these stockholders, acting together, have the ability
to control substantially all matters submitted to our stockholders for approval,
including the election and removal of directors and any merger, consolidation,
takeover or other business combination involving us, and to control our
management and affairs. This may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which could
materially adversely affect the market price of our common stock.

THE VOLATILITY OF OUR STOCK PRICE COULD ADVERSELY AFFECT OUR STOCKHOLDERS.

         There currently is a public market for our common stock, but there is
no assurance that there will always be such a market. The trading price of our
common stock is highly volatile and could be subject to wide fluctuations in
response to factors such as:

         o  actual or anticipated variations in quarterly operating results;

         o  announcements of technological innovations;

         o  new sales formats, contracts, products or services by us or our
            competitors;

         o  changes in financial estimates by securities analysts;

         o  announcements of significant acquisitions, strategic
            partnerships, joint ventures or capital commitments;

         o  additions or departures of key personnel;

         o  sales of common stock; or

         o  other general economic or stock market conditions, many of which
            are beyond our control.

         In addition, the stock market in general, and the market for
Internet-related and technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of such companies. These broad market and industry
factors may materially and adversely affect the market price of our common
stock, regardless of our operating performance. Historically, following periods
of volatility in the market price of a company's securities, securities class
action litigation has often been instituted against that company. The
institution of similar litigation against us could result in substantial costs
and a diversion of management's attention and resources, which could have a
material adverse effect on our business, financial condition and results of
operations.

A LARGE NUMBER OF SHARES OF OUR COMMON STOCK ARE ELIGIBLE FOR FUTURE SALE, AND
THE SALE OF THESE SHARES MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DROP.

         As of March 30, 2001 we had outstanding 36,575,112 shares of common
stock. We believe that approximately 13,873,381 of our common shares that are
held by our non-affiliates are currently freely tradable

                                        9
under Rule 144 (subject to legal opinions), or are registered under the
Securities Act of 1933. In addition, as of March 30, 2001, we believe
approximately 16,065,942 of our unregistered shares held by our affiliates
could be resold pursuant to, and within the volume limitations of, Rule 144.

         The market price of our common stock could drop due to sales of a large
number of shares of our common stock or the perception that they could occur.
These factors could also make it more difficult to raise funds through future
offerings of common stock.

YOU SHOULD NOT EXPECT TO RECEIVE DIVIDENDS FROM US.

         We have never declared or paid dividends to our stockholders. We
currently intend to retain any future earnings for funding growth and therefore
do not expect to pay any dividends in the foreseeable future.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

         We have made forward-looking statements in this prospectus and in the
documents incorporated by reference in this prospectus that are based upon the
beliefs and assumptions of, and on information available to, management, and are
subject to risks and uncertainties. Forward-looking statements include the
information concerning our possible or assumed future results of operations,
capital resources and portfolio performance, and those statements preceded by,
followed by or that include the words "may," "will," "could," "should,"
"believes," "expects," "plans," "seeks, "intends," "estimates," "anticipates" or
similar expressions, or by discussions of strategy, plans or intentions.

         You should not rely on forward-looking statements because they are
subject to known and unknown risks, uncertainties and other factors that may
cause our actual results to differ materially from those contemplated by the
forward-looking statements. These include the following:

         o  general economic and business conditions, both nationally and in
            our markets;

         o  assumed growth in usage of the Internet;

         o  assumed growth in the number of lawyers;

         o  our expectations and estimates concerning future financial
            performance, financing plans and the impact of competition;

         o  anticipated trends in our business;

         o  existing and future regulations affecting our business;

         o  our acquisition opportunities; and

         o  other risk factors set forth under "Risk Factors" on pages 1
            through 9 in this prospectus.

         You are cautioned not to rely on forward-looking statements, which
reflect management's analysis only as of the date of this prospectus. We assume
no obligation to update forward-looking statements.

                                        10
THE COMPANY

GENERAL

         Internet Law Library, Inc., formerly known as Planet Resources, Inc.,
is a Delaware corporation that provides electronic publishing services and
database content through CD-Rom media and Internet sites with subscription
access, licenses and transaction fees for databases through our subsidiaries,
National Law Library, Inc., GoverNet Affairs, Inc., Brief Reporter, LLC and
Compass Data Systems, Inc. We also provide safety training, information and
support with federal regulations through our wholly owned subsidiary, Venco
Compliance Inc., and database content, software, hardware and other support
through our subsidiary, ITIS, Inc. The content of the databases consists of
pending legislation, statutory law, rules and case law at the federal and state
levels. Legal briefs from certain important cases before federal and state
courts are also available, as are litigation forms. This material can be useful
to legislators, corporate regulatory personnel, lobbyists, individual lawyers,
judges, law firms, corporate legal departments, government agencies, and
businesses and individuals involved in legislative efforts, litigation and
corporate legal planning. Interfacing with these databases are retrieval engines
that are owned by us or our subsidiaries. We also market a CD-Rom product and a
Website that assists in medical billing. Customers using these Internet sites
pay subscription fees under monthly, quarterly or annual subscription agreements
or per-use licenses.

         Internet Law's common stock is traded on the over-the-counter Bulletin
Board under the symbol "ELAW.OB."

         The Board of Directors has approved a name change to "ITIS, Inc." to
better describe the products of Internet Law as being "information technology
and information services." The stockholders will be asked to approve the name
change at Internet Law's annual meeting, which is anticipated to be held on
September 11, 2001.

CORPORATE HISTORY

         Internet Law was originally incorporated as Allied Silver-Lead Company
in the State of Idaho in 1967 and, until 1992, operated as an exploratory mining
company. Between 1992 and our reverse acquisition by National Law in March of
1999, Internet Law had no operations; however, we maintained certain mining
properties which were to be indirectly distributed to those stockholders who
were stockholders of Internet Law prior to the reverse acquisition by National
Law. Effective March 27, 2001, the foregoing mineral rights were indirectly
distributed to the original stockholders of Internet Law pursuant to an Amended
and Restated Agreement and Plan of Distribution dated March 13, 2001, whereby
Planet Resources, Inc., one of Internet Law's wholly owned subsidiaries, was
spun-off from Internet Law and acquired the mining and related interests.
Internet Law no longer maintains any interest in these properties.

         National Law Library, Inc., a Texas corporation, was formed in November
1998 for the purpose of developing and marketing an Internet destination to be
used for legal research. Following its formation, National Law's then sole
stockholder, who is the current President, Chief Executive Officer and Chairman
of Internet Law, contributed to National Law all of his rights and interests in
the Litidex(R) search, retrieval and database software and database content
valued at $934,000 and $1,096,000, respectively, in exchange for 15,152,500
shares of common stock of National Law. Commercial operations began in January
1999, the same month in which National Law agreed in principle to be acquired by
Internet Law.

         Under the Agreement and Plan of Distribution, each share of National
Law common stock was exchanged for one share of the unregistered common stock of
Internet Law. In contemplation of this transaction, Internet Law's original
stockholders agreed to a one-for-two reverse stock split, which resulted in 2
million shares of Internet Law's common stock being outstanding immediately
prior to the merger. After giving effect to these transactions, former National
Law stockholders owned 18 million shares of unregistered common stock of
Internet Law and the original stockholders of Internet Law owned 2 million
shares of Internet Law common stock. Following the transaction, the stockholders
voted to change the name of Planet Resources, Inc. to "Internet Law Library,
Inc." Under the terms of an agreement and plan of reorganization, the majority
of our original board of directors resigned and were replaced with directors
elected by our new stockholders.

                                        11
PRODUCTS AND SERVICES

         Brief Reporter offers more than 7,000 legal briefs on its Website
(WWW.BRIEFREPORTER.COM), making it one of the largest brief banks on the
Internet. Subscribers and transactional users can search among legal briefs from
actual cases. The Website offers featured briefs as well as notification of new
materials. Brief Reporter also earns some of its revenue from advertising.

         GoverNet Affairs offers subscribers a cost-effective legislative
information management service that uses the Internet to save time and money by
monitoring and reporting the progress of pending legislation in all 50 states
and the U.S. Congress. Using GoverNet Affairs' Website, subscribers may sign up
for the following services:

         o  customized daily, weekly or monthly reports showing the status
            of targeted legislation that may be summarized by topic or by
            legislator, and may be downloaded for internal use;

         o  e-mail alerts that can be sent when pending bills are revised;

         o  legislative tracking teams comprised of management, lobbyists and
            attorneys who may communicate with one another with password-
            protected privacy; and

         o  behind-the-scenes commentaries on pending bills that are
            available from a network of political consultants.

         GoverNet Affairs was built to be one of the most powerful online search
tools on the Internet for state and federal legislation. Using a multiple-matrix
database, nightly searches are conducted of every source of state and federal
legislation available on the Internet, and then this data is stored for
retrieval and processing. With this system, GoverNet Affairs performs text
comparisons and attaches information such as user notes and other user-specific
fields to any pending bill that is described over an Internet site. The system
is monitored to provide maximum coverage by jurisdiction and by topic. GoverNet
Affairs' legislative information is available at its Website, www.govaffs.com.

         ITIS hosts a Website at www.itisinc.com. With its predecessors, it has
been in business for 15 years, offering litigation support, data conversion and
other Internet-related services. At present, it is concentrating its efforts on
assisting National Law in content development.

         National Law provides a "virtual" law library that is designed for
performing legal research from offices, homes, or portable laptops. We believe
that National Law attracts people who need to conduct legal research, and prefer
to do so quickly, easily and inexpensively over the Internet. Built upon
Web-based architecture, National Law's virtual library enables users to access a
database providing core legal information at an attractive price. National Law
endeavors to grow by continuing to improve its search engine, publishing
accurate and current databases, adding to its forms and legal articles
libraries, maintaining its low cost, and developing Internet-oriented editorial
features, among other legal products.

         The Litidex(R) search engine used by National Law's subscribers
provides for high-speed data retrieval using Boolean, proximity and citation
search criteria. National Law's primary products are case law and statutory law
databases. National Law's legal information is available through its Website at
www.itislaw.com and can be searched, downloaded and printed.

         Compass Data Systems provides electronic information publishing
services in a completely searchable infobase to a wide variety of industries and
organizations. Compass Data Systems hosts an Internet site at
www.compassdata.com. Using Internet and CD technology, clients can search
through computer files that represent significant amounts of paper in seconds.
These infobases are quickly accessed through a hard drive, CD-Rom or the
Internet.

         Venco Compliance is in the business of selling compliance and safety
training and information such as OSHA regulations to businesses such as dry
cleaners and others that deal with hazardous chemicals, biomaterials and other
regulated substances.

                                        12
In addition to our existing products and services, Internet Law
expects to provide a number of additional services in the future, which may
include the following:

         o  database content and similar products for additional industries
            and business endeavors;

         o  database inquiry, retrieval, and review of all state and federal
            case law;

         o  database inquiry and retrieval of all state and federal statutes,
            codes, constitutions, and rules and regulations;

         o  fast and frequent updating of all data;

         o  linking statutes to proposed and pending legislation;

         o  extensive linking of citations among databases;

         o  linking cases and briefs;

         o  citation service;

         o  additional forms;

         o  topical classification of legal information; and

         o  other such related legal research tools as needed by customers.

         Our ability to provide additional services and expand its market
depends upon a number of factors, many of which are beyond our control. These
factors include the rates of and costs associated with new customer acquisition,
customer retention, capital expenditures and other costs relating to the
expansion of operations, the timing of new product and service announcements,
changes in our pricing policies and those of our competitors, market acceptance
of our services, changes in operating expenses, strategy and personnel,
increased competition, and general economic factors. There can be no assurance
that we will be successful in selling our services or achieving or maintaining
profitability or positive cash flow in the future.

                                 USE OF PROCEEDS

         The shares of common stock offered by this reoffer prospectus are being
registered for the account of the selling stockholders, and we will not receive
any proceeds from the sale of common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

         The common stock offered by this prospectus will be acquired by the
selling stockholders pursuant to the 2001 Executive Stock Option Plan. Each
selling stockholder will receive all of the net proceeds from the sale of his or
her respective shares of common stock.

         The following table sets forth information with respect to each of the
selling stockholders owning 1,000 or more of our common shares issued under the
2001 Executive Stock Option Plan regarding the number of shares of our common
stock beneficially owned by each selling stockholder as of March 30, 2001, the
nature of any position, office or other material relationship which the selling
stockholder has had within the past three years with us or our predecessors or
affiliates, and the number of shares that are being offered under this
prospectus. Since the selling stockholders may sell all, some or none of their
shares, no estimate can be made of the total number of shares that are to be
offered by the selling stockholders under this prospectus or that will be owned
by each selling stockholder upon the completion of the offering to which this
prospectus relates.

                                        13
Number of Shares of         Maximum Number of
                                                         Common Stock    Shares of Common Stock
                  Name                             Beneficially Owned            Offered Hereby
                  ----                             ------------------            --------------
David P. Harriman(1)               1,305,280                        1,000,000
                  Kelley V. Kirker(2)                1,351,500                        1,000,000
                  Joanna Hoover(3)                     790,000                          750,000
                  Kara A. Kirker(4)                  1,100,000                          750,000
                  Carol Ann Wilson(5)                  778,480                          750,000
                  K. Charles Peterson(6)               760,666                          750,000
                  Charles F. Dunbar                    515,000                          500,000
                  Michael Hluchanek                    844,000                          500,000
                  Others *                           1,000,000                        1,000,000
                                                     ---------                        ---------
                  Total                              8,444,926                       7,000,000`
                                                     =========                       ==========
(1)      Director and President of National Law
(2)      Director and Chief Operations Officer of Internet Law
(3)      Chief Financial Officer of Internet Law
(4)      Treasurer, and Chief Financial Officer and Treasurer of National Law
         Library
(5)      Corporate Secretary of Internet Law
(6)      General Counsel of Internet Law

*Names of additional selling stockholders and amounts of securities to be
determined and disclosed after the filing of this registration statement.

                              PLAN OF DISTRIBUTION

         The shares of common stock offered hereby may be sold from time to time
by the selling stockholders, or by their pledgees, donees, transferees or other
successors in interest, by them or through agents, underwriters or dealers.
Their shares of common stock may be sold at market prices prevailing at the time
of sale or at privately negotiated prices. Brokers and dealers may receive
commissions or discounts from the selling stockholders in amounts to be
negotiated in the future.

         The common shares covered by this prospectus may also be sold pursuant
to Rule 144 or pursuant to another available exemption from registration under
the Securities Act of 1933.

         Any broker, dealer or underwriter to be utilized by a selling
stockholder will be selected by such selling stockholder. Any compensation
payable to such persons by a selling stockholder will be negotiated in the
future. The selling stockholders and any underwriter, dealer or agent that
participates in a distribution of our common stock may be deemed to be an
underwriter, and any profit on sale of the shares by the selling stockholders
and any discounts, commissions or concessions received by any underwriter,
dealer or agent may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933.

                         SEC POSITION ON INDEMNIFICATION

         Our directors and officers are indemnified against certain causes of
action. In so far as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, we have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

                                     EXPERTS

         Effective February 19, 2001, Arthur Andersen LLP was dismissed as the
independent auditors for Internet Law, and Harper & Pearson Company was
appointed as Internet Law's new independent accountants.

                                        14
For the period July 1 to December 31, 1999, Arthur Andersen's report did not
contain any adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles. Further,
during the period July 1 to December 31, 1999, and the subsequent interim
period through February 19, 2001, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if
not resolved to the satisfaction of Arthur Andersen LLP, would have caused
them to make reference to the subject matter of the disagreement in
connection with their report on the financial statements of Internet Law for
such period.

                                  LEGAL MATTERS

         The legality of the shares of common stock offered hereby will be
passed upon for us by Locke Liddell & Sapp LLP, Dallas, Texas.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed a registration statement with the SEC of which this
prospectus forms a part. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about us. The
rules and regulations of the SEC allow us to omit some of the information
included in the registration statement from this prospectus. You may inspect or
obtain a copy of the registration statement, including the exhibits and
schedules, as described below.

         In addition, we have filed reports and other information with the SEC
under the Securities Exchange Act of 1934. You may read and copy any of this
information at the following locations of the SEC:
Public Reference Room                 New York Regional Office              Chicago Regional Office
        450 Fifth Street, N.W.                   7 World Trade Center                    Citicorp Center
               Room 1024                              Suite 1300                     500 West Madison Street
        Washington, D.C. 20549                 New York, New York 10048                     Suite 1400
                                                                                   Chicago, Illinois 60661-2511
You may obtain information on the operation of the SEC's Public
Reference Room by calling the SEC at 1-800-SEC-0330.

         The SEC also maintains an Internet Website site that contains reports,
proxy statements and other information regarding issuers, like us, that file
information electronically with the SEC. The address of that site is
HTTP://WWW.SEC.GOV. The SEC file number for our documents filed under the
Securities Exchange Act of 1934 is 1-07149.

         Our Website site address is HTTP://WWW.ITISLAW.COM. Our common stock is
quoted on the over-the-counter bulletin board under the symbol "ELAW.OB."

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" certain information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and the information we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the following documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the date of this prospectus and prior to the
termination of this offering of shares of our common stock. The documents we are
incorporating by reference are:

        (a)   Our Annual Report on Form 10-K for the six months ended December
              31, 1999, as filed on May 11, 2000, as amended by Form 10-K/As
              filed on May 19 and May 24, 2000, respectively
        (b)   Our Current Report on Form 8-K/A as filed on January 31, 2000;
        (c)   Our Current Report on Form 8-K as filed on February 8, 2000;
        (d)   Our Current Report on Form 8-K/A as filed on February 18, 2000;

                                        15
(e) Our Current Report on Form 8-K as filed on March 3, 2000, as
            amended by Form 8-K/A filed on April 5, 2000;
        (f) Our Current Report on Form 8-K as filed on May 15, 2000, as
            amended by Form 8-K/A filed on July 14, 2000;
        (g) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            2000 as filed on May 22, 2000, as amended by Form 10-Q/A filed on
            May 24, 2000;
        (h) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
            2000, as filed August 14, 2000;
        (i) Our Current Report on Form 8-K as filed on October 16, 2000, as
            amended by Form 8-K/As filed on October 18, 2000 and December 12,
            2000, respectively;
        (j) Our Quarterly Report on Form 10-Q for the quarter ended September
            30, 2000, as filed on November 14, 2000;
        (k) Our Current Report on Form 8-K as filed on February 23, 2001; and
        (l) Description of our Common Stock as described in the section
            "Description of Capital Stock" contained in the Form S-1 as
            filed on December 22, 2000 (File No. 333-52564).

         You may request a copy of these filings at no cost by writing or
telephoning Carol A. Wilson at:

                             Internet Law Library, Inc.
                             4301 Windfern Road, Suite 200
                             Houston, Texas 77041
                             Telephone Number: (281) 600-6000 Ext. 611

                                        16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission:

        (a) The Registrant's Annual Report on Form 10-K for the six months
            ended December 31, 1999, as filed on May 11, 2000, as amended by
            Form 10-K/As filed on May 19 and May 24, 2000, respectively
        (b) The Registrant's Current Report on Form 8-K/A as filed on January
            31, 2000;
        (c) The Registrant's Current Report on Form 8-K as filed on February
            8, 2000;
        (d) The Registrant's Current Report on Form 8-K/A as filed on
            February 18, 2000;
        (e) The Registrant's Current Report on Form 8-K as filed on March 3,
            2000, as amended by Form 8-K/A filed on April 5, 2000;
        (f) The Registrant's Current Report on Form 8-K as filed on May 15,
            2000, as amended by Form 8-K/A filed on July 14, 2000;
        (g) The Registrant's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 2000 as filed on May 22, 2000, as amended by
            Form 10-Q/A filed on May 24, 2000;
        (h) The Registrant's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 2000, as filed August 14, 2000;
        (i) The Registrant's Current Report on Form 8-K as filed on October
            16, 2000, as amended by Form 8-K/As filed on October 18, 2000 and
            December 12, 2000, respectively
        (j) The Registrant's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2000, as filed on November 14, 2000;
        (k) The Registrant's Current Report on Form 8-K as filed on February
            23, 2001; and
        (l) Description of our Common Stock as described in the section
            "Description of Capital Stock" contained in the Form S-1 as filed
            on December 22, 2000 (File No. 333-52564).

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall also be deemed to be incorporated by reference herein 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action,

                                        II-23
suit or proceeding if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against such
expenses actually and reasonably incurred by him or her in connection with
the defense or settlement of such action or suit if he or she acted under
similar standards, except that no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the court
shall deem proper.

         Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to,
among other things, the bylaws or indemnification agreements. Article XIV of
our Certificate of Incorporation provides for the indemnification of our
officers and directors to substantially the same extent permitted by the DGCL.

         Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, but excludes specifically
liability for any (i) breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions,
or (iv) transactions from which the director derived an improper personal
benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director's fiduciary duty of care.

         The Registrant's Certificate of Incorporation contains a provision
eliminating the personal liability of a director from breaches of fiduciary
duty, subject to the exceptions described above.

         (b) The Registrant has entered into Indemnity Agreements with
certain of its directors and officers that establish contract rights to
indemnification substantially similar to the rights to indemnification
provided for in its Certificate of Incorporation.
ITEM 8.           EXHIBITS.
4.1      Amended and Restated Certificate of Incorporation of the Registrant
         (incorporated by reference to the Annex A of the Registrant's
         Definitive Proxy Statement on Schedule 14A filed on January 31, 2000)
4.2      Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
         3.2 to the Registrant's Form 10-K filed on October 13, 1999) 4.3.1 Certificate
         of Designation for the Registrant's 5% Series A Convertible Preferred Stock
         (incorporated by reference to Exhibit 3.3 to the Registrant's Form 10-KA
         filed on May 24, 2000)
*4.4     2001 Executive Stock Option Plan
*5       Opinion of Locke Liddell & Sapp LLP
*23.1    Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as Exhibit 5 hereto)
*23.2    Consent of Arthur Andersen LLP
*23.3    Consent of Harper & Pearson Company
*24      Power of Attorney (included on signature page)
----------------
* Filed herewith.

                                        II-24
ITEM 9.           UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes as follows:

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

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.       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 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 registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.

                                        II-25
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on March 30, 2001.

                                        INTERNET LAW LIBRARY, INC.

                                        By:      /S/ HUNTER M.A. CARR
                                                 ------------------------------
                                                 Hunter M. A. Carr
                                                 Chairman of the Board,
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Hunter M. A. Carr and Joanna
Hoover and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him, and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

         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
              ---------                                        -----                                  ----
Chairman of the Board of Directors, President and
          /S/ HUNTER M.A. CARR          Chief Executive Officer (Principal Executive        March 30, 2001
          --------------------          Officer)
          Hunter M.A. Carr

                                        Director                                            March 30, 2001
         -------------------
          Eugene A. Cernan

         /S/KELLEY V. KIRKER            Director, Chief Operating Officer of Internet Law   March 30, 2001
         -------------------            Library
          Kelley V. Kirker

        /S/DONALD W. SAPAUGH            Director                                            March 30, 2001
        --------------------
          Donald W. Sapaugh

        /S/GEORGE A. ROBERTS            Director                                            March 30, 2001
        --------------------
          George A. Roberts

                                        II-26
/S/W. PAUL THAYER              Director                                            March 30, 2001
        -----------------
        W. Paul Thayer

        /S/DAVID P. HARRIMAN           Director, President of National Law Library         March 30, 2001
        --------------------
        David P. Harriman

        /S/ W. ALLYN HOAGLUND          Director                                            March 30, 2001
        ---------------------
        W. Allyn Hoaglund

        /S/ JOANNA HOOVER              Chief Financial Officer (Principal Financial and    March 30, 2001
        ----------------------         Accounting Officer)
        Joanna Hoover
II-27
EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
---------         -----------
4.1      Amended and Restated Certificate of Incorporation of the Registrant
         (incorporated by reference to the Annex A of the Registrant's
         Definitive Proxy Statement on Schedule 14A filed on January 31, 2000)
4.2      Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
         3.2 to the Registrant's Form 10-K filed on October 13, 1999) 4.3 Certificate of
         Designation for the Registrant's 5% Series A Convertible Preferred Stock
         (incorporated by reference to Exhibit 3.3 to the Registrant's Form 10-KA filed
         on May 24, 2000)
*4.4     2001 Executive Stock Option Plan
*5       Opinion of Locke Liddell & Sapp LLP
*23.1    Consent of Locke Liddell & Sapp LLP (contained in the opinion filed as Exhibit 5 hereto)
*23.2    Consent of Arthur Andersen LLP
*23.3    Consent of Harper & Pearson Company
*24      Power of Attorney (included on signature page)
----------------
* Filed herewith.

                                        II-28