<Page>

     As filed with the Securities and Exchange Commission on April 1, 2002
                           REGISTRATION NO. _________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ITS NETWORKS INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         FLORIDA                                       52-2137517
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       EDIF. MARINA MARBELLA, SEVERO OCHOA, 28, 3-A, 29600 MARBELLA, SPAIN
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

             2002 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN
--------------------------------------------------------------------------------
                              (Full title of Plan)

                          STEPHEN A. ZRENDA, JR., ESQ.
                          STEPHEN A. ZRENDA, JR., P.C.
                               100 NORTH BROADWAY
                                   SUITE 2100
                          OKLAHOMA CITY, OKLAHOMA 73102

--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (405) 235-2111
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            Gustavo Gomez, President
                                ITS Networks Inc.
                              Edif. Marina Marbella
                              Severo Ochoa, 28, 3-A
                              29600 Marbella, Spain
                               011-34-656-842-899

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

<Table>
<Caption>
Title of Securities   Amount to be      Proposed Maximum             Proposed Maximum          Amount of
to be registered      Registered(1)     Offering Price per Share(2)  Aggregate Offering Price  Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                   <C>               <C>                          <C>                       <C>
Common Stock,
$.001 par value       2,000,000 shares  $0.70                        $1,400,000                $ 128.80

---------------------------------------------------------------------------------------------------------------
</Table>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be issued in connection
with share splits, share dividends or similar transactions relating to the
plans/consulting agreements described herein.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average of the
bid and asked prices of the Company's common stock as reported within five
business days prior to the date of this filing.

<Page>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1. PLAN INFORMATION.

         GENERAL. The Board of Directors adopted the 2002 Stock Option, SAR
and Stock Bonus Consultant Plan (the "Plan") which authorized the Company
through the Committee that administers the Plan (the "Committee") to grant
non-qualified stock options with or without stock appreciation rights, SAR's
and stock bonuses to consultants of the Company. There are 2,000,000 shares
of Common Stock of the Company available for grant to participants designated
by the Committee under the Plan. A description of the Plan appears below.
Directors, officers and employees of the Company are not eligible to
participate in this Plan

         DESCRIPTION OF THE PLAN. The Board of Directors has determined that
it is necessary to retain consultants and to provide compensation and
additional incentives for such consultants. The Plan permits the Committee
the right to grant non-qualified stock options ("Stock Options") with or
without stock appreciation rights ("SAR's"), SAR's and stock bonuses. The
Board believes that the best interest of the Company will be served by
combining the availability of both Stock Option s and SAR's in certain
instances

         THE COMMITTEE. The Plan provides for the granting by the Committee
of Options (with or without SAR's) and stock bonuses to consultants of the
Company. The shares subject to the Plan will be registered at the Company's
expense pursuant to the Securities Act of 1933, as amended (the "Act"), and
applicable state securities acts, or will be issued by the Company pursuant
to exemptions from the registration requirements of the Act and applicable
state securities acts. The Plan is administered by the Committee composed of
at least one member of the Board of Directors. The Committee administers and
interprets the Plan and has authority to grant Options and stock bonuses to
all eligible persons and determines at the time the Option is granted the
number of shares granted under and the type of each Option or bonus, the
purchase price, the option period and whether SAR's granted thereunder or at
the time of exercise of the Option. Mr. Gustavo Gomez has been appointed as
the initial sole member of the Committee.

         STOCK OPTIONS. The Plan provides for the issuance of non-qualified
Stock Options which may be with or without SAR's, to consultants of the
Company at any time prior to midnight March 26, 2007, for the purchase of
shares of the Company's Common Stock from the 2,000,000 shares which have
been set aside for such purpose. The Committee may grant Stock Options with
or without SAR's for such number of shares to eligible participants as the
Committee from time to time shall determine and designate. Shares involved in
the unexercised portion of any terminated or expired Option may again be
subjected to Options, provided that to the extent any Option in whole or in
part is surrendered as the result of the exercise of a SAR, the shares
subject to the surrendered portion of the Option will no longer be available
for use under the Plan.

         The Committee is vested with discretion in determining the terms,
restrictions and conditions of each Option. The option price of the Common
Stock to be issued under the Plan will be determined by the Committee,
provided such price may not be less than 85% of the fair market value of the
shares on the date of grant. The fair market value of a share of the
Company's Common Stock will be determined to be the closing price for such
share on the date of grant in the over-the-counter market (NASD Electronic
Bulletin Board) or other market upon which the Common Stock of the Company
actively trades..

         Options granted under the Plan are exercisable in such amounts, at
such intervals and upon such terms as the Committee shall provide in such
Option. Upon the exercise of a Stock Option, the option price must be paid in
full, in cash or in Common Stock of the Company or a combination of cash and
Common Stock of the Company.

         Stock Options granted under the Plan may not be exercised until six
months after the date of the grant and rights under an SAR may not be
exercised until six months after SAR's are attached to an Option if not
attached at the time of the grant, except in the event of death or disability
of the participant. Options are exercisable only by participants while
actively employed as a consultant by the Company or a subsidiary except in
the case of death or disability. In the case of disability and to the extent
otherwise exercisable, Options may be exercised at any time within one year
after the occurrence of disability. The personal representative of a deceased
participant shall have one year from the date of death (but not beyond the
expiration date of the Option) to exercise the exercisable portion of such
Option to the extent that it has accrued on the date of death. If a
Participant's employment as a consultant by the Company or its subsidiary
terminates for any reason other than death or disability, any Option granted
to such participant shall immediately terminate. However, a disabled
participant or any other participant upon the occurrence of other special
circumstances may, with the consent of the Committee, exercise an Option if
the disability or other event causing termination of employment as consultant
occurred on or after the six-month period following the date of grant,
notwithstanding the fact that all installments with respect to such Option
had not accrued at such date. If a participant dies or terminates as a
consultant with the

<Page>

Company or its subsidiary by disability within the aforesaid six-month
waiting period, the Committee may permit the personal representative of such
deceased participant or the disabled participant to exercise any portion of
an Option previously granted to such deceased or disabled participant. No
Option may be exercisable after March 26, 2007. Subject to such conditions,
Options will become exercisable by the participants in such amounts and at
such times as shall be determined by the Committee in each individual grant.
Options are not transferable except by will or by the laws of descent and
distribution.

         STOCK APPRECIATION RIGHTS. Except in the case of death or
disability, a SAR may not be exercised until six months after the date of
grant but thereafter may be exercised and will terminate at such time as the
Committee determines. SAR's are exercisable only upon surrender of part or
all of the related Option to which they are attached. SAR's also terminate
upon termination of the related Option. They may be exercised only by
participants while employed as a consultant by the Company or its subsidiary,
under the same terms and conditions as the Stock Options and like such
Options, death or disability provide exceptions. See "Stock Options " above.
A participant who terminates employment as a consultant by reason of
disability or death within the six-month period following the date of grant
of a SAR will automatically lose the SAR as well as the related Stock Option.
However, a disabled participant, or any other participant upon the occurrence
of other special circumstances, may, with the consent of the Committee,
exercise a SAR if the disability or other event causing termination of
employment as a consultant occurred on or after the six-month period
following the date of grant notwithstanding the fact that all installments
with respect to such SAR had not accrued as of such date. If a participant
dies or becomes disabled which causes termination of employment as a
consultant within the aforesaid six-month waiting period, the Committee may
permit the personal representative of such deceased participant or the
disabled participant to exercise any portion of a SAR previously granted to
such deceased or disabled participant. Upon the exercise of a SAR, the holder
is entitled (subject to the Committee's approval) to receive the excess of
the fair market value of the shares for which the right is exercised over the
option price under the related Option.

         The Committee has the authority to determine whether the value of
the SAR is paid in cash or shares of Common Stock or both and whether or not
the SAR may be exercised by the participant. The Committee may deny the
exercise of the SAR, if in the Committee's opinion, the performance by the
participant is unsatisfactory or the conduct of the participant has been
detrimental to the Company or one of its subsidiaries. The Committee has no
authority to deny the exercise of the underlying Stock Option pursuant to the
terms of the grant.

         The utilization of SAR's will require a charge to the Company's
operations for each year for the appreciation of the rights which are
anticipated will be exercised. The amount of a charge is dependent upon
whether and the extent to which such rights are granted, and the amount, if
any, by which the fair market value of the Company's Common Stock exceeds the
option price provided for in the related Stock Option. A similar charge will
be made for Stock Options without SAR's.

         ADJUSTMENTS. The total number of shares of the Company's Common
Stock which may be purchased through all classes of Options under the Plan
and the number of shares subject to outstanding Options and the related
option prices will be adjusted in the cases of changes in capital structure
resulting from a stock dividend, recapitalization, stock split,
consolidation, reorganization, combination, liquidation, stock dividend or
similar transaction, except a dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving or the
resulting corporation (except a reorganization which has the effect of
changing the Company's place of organization) will cause the Plan and any
Option or SAR granted thereunder to terminate upon the effective date of such
dissolution, liquidation, merger or consolidation.

         TERMINATION AND AMENDMENT. The Plan terminates as of midnight on
March 26, 2007, but prior thereto may be altered, changed, modified, amended
or terminated by written amendment approved by the Board of Directors.
Provided, that no action of the Committee may, without the approval of Board
of Directors, increase the total amount of Common Stock which may be
purchased under Options granted under the Plan; withdraw the administration
of the Plan from the Committee; amend or alter the option price of Common
Stock under the Plan; or change the manner of computing the spread payable by
the Company to a participant upon the exercise of a SAR. No amendment,
modification or termination of the Plan shall in any manner adversely affect
any Option theretofore granted under the Plan without the consent of the
optionee except as described under "Adjustments" above.

         FEDERAL INCOME TAX CONSEQUENCES FOR U.S. CITIZENS AND U.S.
RESIDENTS. A participant receiving a Stock Option under the Plan will not be
in receipt of U.S. income under the Code and the applicable Treasury
Regulations thereunder, upon the grant of the Option. However, he will
realize income at the time the Option is exercised in an amount equal to the
excess of the fair market value of the Common Stock acquired on the date of
exercise. The amount of income realized by a participant will be treated as
ordinary income, and the Company will be entitled to deduct that same amount.
The tax basis of any Common Stock received by a participant will be its fair
market value on the exercise date.

         The granting of Stock Options with SAR's will not produce income
under the Code and the applicable Treasury Regulations to the participant or
and will not result in a tax deduction to the Company. Upon exercise of such
rights, any cash a participant receives and the fair market value on the
exercise date of any Common Stock received will be taxable to the participant
as ordinary income. The amount of income recognized by a participant will be
deductible by the Company. The tax basis of any Common Stock received by a
participant will be its fair market value on the exercise date.

<Page>

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"). Such document(s) are
not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by the
Company with the Commission are hereby incorporated by reference into this
Registration Statement:

         (a)      The Company's Form 10-SB Registration Statement filed by the
                  Company (SEC File No. 0-30611) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission; and

         (b)      The Form 10-KSB annual report of the Company for its fiscal
                  year ended September 30, 2001, and the Form 10-QSB quarterly
                  reports of the Company filed subsequent thereto, and all
                  reports to be filed pursuant to Section 13(a) or 15(d) of the
                  Exchange Act thereafter.

         All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Form S-8 Registration Statement and to be
a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is
a part hereof (the "Prospectus") to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Form S-8 Registration Statement and the Prospectus.

     All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed to:

                             Gustavo Gomez, President
                                ITS Networks Inc.
                              Edif. Marina Marbella
                              Severo Ochoa, 28, 3-A
                              29600 Marbella, Spain
                               011-34-656-842-899

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is a Florida corporation. Section 607.0850 of the
Florida Business Corporation Act (the "FBC") provides authority for broad
indemnification of officers, directors, employees and agents of a
corporation, with certain specified exceptions.

         The Company's Articles of Incorporation provides that the Company
shall have the power to indemnify its directors, officers, employees and
agents to the fullest extent allowed by the FBC.

<Page>

         At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 607.0850(12) of the FBC,
nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to the
                           Registration Statement to: (i) include any prospectus
                           required by Section 10(a)(3) of the Securities Act;
                           (ii) reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement; and
                           notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be selected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration" table in the
                           effective registration statement; and (iii) 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 provisions (i) and (ii) of this
                           undertaking are inapplicable if the information to be
                           filed thereunder is contained in periodic reports
                           filed by the Company pursuant to the Exchange Act
                           that are incorporated by reference into the
                           Registration Statement;


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

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

         (b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and, is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than director, officer or
controlling person 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

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

<Page>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Marbella, Spain, on
March 27, 2002.

                                       ITS Networks Inc.


                                       By:     /s/ Gustavo Gomez, President
                                          -------------------------------------
                                             Gustavo Gomez, President

<Page>

                                ITS NETWORKS INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

<Table>
<Caption>
EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>               <C>
5.1               Opinion of Stephen A. Zrenda, Jr., P.C.

10.1              2002 Stock Option, SAR and Stock Bonus Consultant Plan

23.1              Consent of Stephen A. Zrenda, Jr., P.C.

23.2              Consent of Moore Stephens, C.P.A.

</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2075244zs-8.txt", "description": "S-8", "secsgml_size_bytes": 26548}]
{"company-data": {"conformed-name": "ITS NETWORKS INC", "cik": "0001101688", "assigned-sic": "7381", "irs-number": "522137517", "state-of-incorporation": "OK", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85292", "film-number": "02597114"}, "business-address": {"street1": "AVDA SEVERO OCHOA, 28 EDIF MARINA", "city": "MARBELLA", "state": "A1", "zip": "00000", "phone": "01134952772057"}, "mail-address": {"street1": "2 FIELD COURT", "city": "WRIGHTSTOWN", "state": "NJ", "zip": "08562"}, "former-company": {"former-conformed-name": "TECHNOLOGY SYSTEMS INTERNATIONAL INC /FL/", "date-changed": "19991222"}}
As filed with the Securities and Exchange Commission on April 1, 2002
                           REGISTRATION NO. _________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ITS NETWORKS INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         FLORIDA                                       52-2137517
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       EDIF. MARINA MARBELLA, SEVERO OCHOA, 28, 3-A, 29600 MARBELLA, SPAIN
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

             2002 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN
--------------------------------------------------------------------------------
                              (Full title of Plan)

                          STEPHEN A. ZRENDA, JR., ESQ.
                          STEPHEN A. ZRENDA, JR., P.C.
                               100 NORTH BROADWAY
                                   SUITE 2100
                          OKLAHOMA CITY, OKLAHOMA 73102

--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (405) 235-2111
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            Gustavo Gomez, President
                                ITS Networks Inc.
                              Edif. Marina Marbella
                              Severo Ochoa, 28, 3-A
                              29600 Marbella, Spain
                               011-34-656-842-899

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
Title of Securities   Amount to be      Proposed Maximum             Proposed Maximum          Amount of
to be registered      Registered(1)     Offering Price per Share(2)  Aggregate Offering Price  Registration Fee
---------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value       2,000,000 shares  $0.70                        $1,400,000                $ 128.80

---------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be issued in connection
with share splits, share dividends or similar transactions relating to the
plans/consulting agreements described herein.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average of the
bid and asked prices of the Company's common stock as reported within five
business days prior to the date of this filing.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         GENERAL. The Board of Directors adopted the 2002 Stock Option, SAR
and Stock Bonus Consultant Plan (the "Plan") which authorized the Company
through the Committee that administers the Plan (the "Committee") to grant
non-qualified stock options with or without stock appreciation rights, SAR's
and stock bonuses to consultants of the Company. There are 2,000,000 shares
of Common Stock of the Company available for grant to participants designated
by the Committee under the Plan. A description of the Plan appears below.
Directors, officers and employees of the Company are not eligible to
participate in this Plan

         DESCRIPTION OF THE PLAN. The Board of Directors has determined that
it is necessary to retain consultants and to provide compensation and
additional incentives for such consultants. The Plan permits the Committee
the right to grant non-qualified stock options ("Stock Options") with or
without stock appreciation rights ("SAR's"), SAR's and stock bonuses. The
Board believes that the best interest of the Company will be served by
combining the availability of both Stock Option s and SAR's in certain
instances

         THE COMMITTEE. The Plan provides for the granting by the Committee
of Options (with or without SAR's) and stock bonuses to consultants of the
Company. The shares subject to the Plan will be registered at the Company's
expense pursuant to the Securities Act of 1933, as amended (the "Act"), and
applicable state securities acts, or will be issued by the Company pursuant
to exemptions from the registration requirements of the Act and applicable
state securities acts. The Plan is administered by the Committee composed of
at least one member of the Board of Directors. The Committee administers and
interprets the Plan and has authority to grant Options and stock bonuses to
all eligible persons and determines at the time the Option is granted the
number of shares granted under and the type of each Option or bonus, the
purchase price, the option period and whether SAR's granted thereunder or at
the time of exercise of the Option. Mr. Gustavo Gomez has been appointed as
the initial sole member of the Committee.

         STOCK OPTIONS. The Plan provides for the issuance of non-qualified
Stock Options which may be with or without SAR's, to consultants of the
Company at any time prior to midnight March 26, 2007, for the purchase of
shares of the Company's Common Stock from the 2,000,000 shares which have
been set aside for such purpose. The Committee may grant Stock Options with
or without SAR's for such number of shares to eligible participants as the
Committee from time to time shall determine and designate. Shares involved in
the unexercised portion of any terminated or expired Option may again be
subjected to Options, provided that to the extent any Option in whole or in
part is surrendered as the result of the exercise of a SAR, the shares
subject to the surrendered portion of the Option will no longer be available
for use under the Plan.

         The Committee is vested with discretion in determining the terms,
restrictions and conditions of each Option. The option price of the Common
Stock to be issued under the Plan will be determined by the Committee,
provided such price may not be less than 85% of the fair market value of the
shares on the date of grant. The fair market value of a share of the
Company's Common Stock will be determined to be the closing price for such
share on the date of grant in the over-the-counter market (NASD Electronic
Bulletin Board) or other market upon which the Common Stock of the Company
actively trades..

         Options granted under the Plan are exercisable in such amounts, at
such intervals and upon such terms as the Committee shall provide in such
Option. Upon the exercise of a Stock Option, the option price must be paid in
full, in cash or in Common Stock of the Company or a combination of cash and
Common Stock of the Company.

         Stock Options granted under the Plan may not be exercised until six
months after the date of the grant and rights under an SAR may not be
exercised until six months after SAR's are attached to an Option if not
attached at the time of the grant, except in the event of death or disability
of the participant. Options are exercisable only by participants while
actively employed as a consultant by the Company or a subsidiary except in
the case of death or disability. In the case of disability and to the extent
otherwise exercisable, Options may be exercised at any time within one year
after the occurrence of disability. The personal representative of a deceased
participant shall have one year from the date of death (but not beyond the
expiration date of the Option) to exercise the exercisable portion of such
Option to the extent that it has accrued on the date of death. If a
Participant's employment as a consultant by the Company or its subsidiary
terminates for any reason other than death or disability, any Option granted
to such participant shall immediately terminate. However, a disabled
participant or any other participant upon the occurrence of other special
circumstances may, with the consent of the Committee, exercise an Option if
the disability or other event causing termination of employment as consultant
occurred on or after the six-month period following the date of grant,
notwithstanding the fact that all installments with respect to such Option
had not accrued at such date. If a participant dies or terminates as a
consultant with the
Company or its subsidiary by disability within the aforesaid six-month
waiting period, the Committee may permit the personal representative of such
deceased participant or the disabled participant to exercise any portion of
an Option previously granted to such deceased or disabled participant. No
Option may be exercisable after March 26, 2007. Subject to such conditions,
Options will become exercisable by the participants in such amounts and at
such times as shall be determined by the Committee in each individual grant.
Options are not transferable except by will or by the laws of descent and
distribution.

         STOCK APPRECIATION RIGHTS. Except in the case of death or
disability, a SAR may not be exercised until six months after the date of
grant but thereafter may be exercised and will terminate at such time as the
Committee determines. SAR's are exercisable only upon surrender of part or
all of the related Option to which they are attached. SAR's also terminate
upon termination of the related Option. They may be exercised only by
participants while employed as a consultant by the Company or its subsidiary,
under the same terms and conditions as the Stock Options and like such
Options, death or disability provide exceptions. See "Stock Options " above.
A participant who terminates employment as a consultant by reason of
disability or death within the six-month period following the date of grant
of a SAR will automatically lose the SAR as well as the related Stock Option.
However, a disabled participant, or any other participant upon the occurrence
of other special circumstances, may, with the consent of the Committee,
exercise a SAR if the disability or other event causing termination of
employment as a consultant occurred on or after the six-month period
following the date of grant notwithstanding the fact that all installments
with respect to such SAR had not accrued as of such date. If a participant
dies or becomes disabled which causes termination of employment as a
consultant within the aforesaid six-month waiting period, the Committee may
permit the personal representative of such deceased participant or the
disabled participant to exercise any portion of a SAR previously granted to
such deceased or disabled participant. Upon the exercise of a SAR, the holder
is entitled (subject to the Committee's approval) to receive the excess of
the fair market value of the shares for which the right is exercised over the
option price under the related Option.

         The Committee has the authority to determine whether the value of
the SAR is paid in cash or shares of Common Stock or both and whether or not
the SAR may be exercised by the participant. The Committee may deny the
exercise of the SAR, if in the Committee's opinion, the performance by the
participant is unsatisfactory or the conduct of the participant has been
detrimental to the Company or one of its subsidiaries. The Committee has no
authority to deny the exercise of the underlying Stock Option pursuant to the
terms of the grant.

         The utilization of SAR's will require a charge to the Company's
operations for each year for the appreciation of the rights which are
anticipated will be exercised. The amount of a charge is dependent upon
whether and the extent to which such rights are granted, and the amount, if
any, by which the fair market value of the Company's Common Stock exceeds the
option price provided for in the related Stock Option. A similar charge will
be made for Stock Options without SAR's.

         ADJUSTMENTS. The total number of shares of the Company's Common
Stock which may be purchased through all classes of Options under the Plan
and the number of shares subject to outstanding Options and the related
option prices will be adjusted in the cases of changes in capital structure
resulting from a stock dividend, recapitalization, stock split,
consolidation, reorganization, combination, liquidation, stock dividend or
similar transaction, except a dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving or the
resulting corporation (except a reorganization which has the effect of
changing the Company's place of organization) will cause the Plan and any
Option or SAR granted thereunder to terminate upon the effective date of such
dissolution, liquidation, merger or consolidation.

         TERMINATION AND AMENDMENT. The Plan terminates as of midnight on
March 26, 2007, but prior thereto may be altered, changed, modified, amended
or terminated by written amendment approved by the Board of Directors.
Provided, that no action of the Committee may, without the approval of Board
of Directors, increase the total amount of Common Stock which may be
purchased under Options granted under the Plan; withdraw the administration
of the Plan from the Committee; amend or alter the option price of Common
Stock under the Plan; or change the manner of computing the spread payable by
the Company to a participant upon the exercise of a SAR. No amendment,
modification or termination of the Plan shall in any manner adversely affect
any Option theretofore granted under the Plan without the consent of the
optionee except as described under "Adjustments" above.

         FEDERAL INCOME TAX CONSEQUENCES FOR U.S. CITIZENS AND U.S.
RESIDENTS. A participant receiving a Stock Option under the Plan will not be
in receipt of U.S. income under the Code and the applicable Treasury
Regulations thereunder, upon the grant of the Option. However, he will
realize income at the time the Option is exercised in an amount equal to the
excess of the fair market value of the Common Stock acquired on the date of
exercise. The amount of income realized by a participant will be treated as
ordinary income, and the Company will be entitled to deduct that same amount.
The tax basis of any Common Stock received by a participant will be its fair
market value on the exercise date.

         The granting of Stock Options with SAR's will not produce income
under the Code and the applicable Treasury Regulations to the participant or
and will not result in a tax deduction to the Company. Upon exercise of such
rights, any cash a participant receives and the fair market value on the
exercise date of any Common Stock received will be taxable to the participant
as ordinary income. The amount of income recognized by a participant will be
deductible by the Company. The tax basis of any Common Stock received by a
participant will be its fair market value on the exercise date.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"). Such document(s) are
not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by the
Company with the Commission are hereby incorporated by reference into this
Registration Statement:

         (a)      The Company's Form 10-SB Registration Statement filed by the
                  Company (SEC File No. 0-30611) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission; and

         (b)      The Form 10-KSB annual report of the Company for its fiscal
                  year ended September 30, 2001, and the Form 10-QSB quarterly
                  reports of the Company filed subsequent thereto, and all
                  reports to be filed pursuant to Section 13(a) or 15(d) of the
                  Exchange Act thereafter.

         All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Form S-8 Registration Statement and to be
a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is
a part hereof (the "Prospectus") to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Form S-8 Registration Statement and the Prospectus.

     All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed to:

                             Gustavo Gomez, President
                                ITS Networks Inc.
                              Edif. Marina Marbella
                              Severo Ochoa, 28, 3-A
                              29600 Marbella, Spain
                               011-34-656-842-899

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company is a Florida corporation. Section 607.0850 of the
Florida Business Corporation Act (the "FBC") provides authority for broad
indemnification of officers, directors, employees and agents of a
corporation, with certain specified exceptions.

         The Company's Articles of Incorporation provides that the Company
shall have the power to indemnify its directors, officers, employees and
agents to the fullest extent allowed by the FBC.
At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 607.0850(12) of the FBC,
nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to the
                           Registration Statement to: (i) include any prospectus
                           required by Section 10(a)(3) of the Securities Act;
                           (ii) reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement; and
                           notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be selected in the form of a
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration" table in the
                           effective registration statement; and (iii) 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 provisions (i) and (ii) of this
                           undertaking are inapplicable if the information to be
                           filed thereunder is contained in periodic reports
                           filed by the Company pursuant to the Exchange Act
                           that are incorporated by reference into the
                           Registration Statement;

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

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

         (b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and, is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than director, officer or
controlling person 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

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

          Pursuant to the requirements of the Securities Act, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Marbella, Spain, on
March 27, 2002.

                                       ITS Networks Inc.

                                       By:     /s/ Gustavo Gomez, President
                                          -------------------------------------
                                             Gustavo Gomez, President
ITS NETWORKS INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO.       DESCRIPTION
-----------       -----------
5.1               Opinion of Stephen A. Zrenda, Jr., P.C.

10.1              2002 Stock Option, SAR and Stock Bonus Consultant Plan

23.1              Consent of Stephen A. Zrenda, Jr., P.C.

23.2              Consent of Moore Stephens, C.P.A.