<PAGE>

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON JUNE 7, 2001

                                                       File No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             I-TRANSACTION.NET INC.
             (Exact name of registrant as specified in its charter)


        New Jersey
(State or other jurisdiction of                     (IRS Employer
 incorporation or organization)                   Identification No.)


 2077 Dundas St. E, Suite 103 ON Canada                   L4X 1M2
(Address of principal executive offices)                (Zip Code)


                    June 7, 2001 Utukuri Consulting Agreement
                   April 1, 2001 Broeders Consulting Agreement
                    June 7, 2001 Muskat Consulting Agreement
                  April 1, 2001 Lavereau Consulting Agreement
                            (Full title of the plan)

                           Jonathan D. Leinwand, Esq.
          2500 N. Federal Highway, Suite 100, Ft. Lauderdale, FL 33305
                     (Name and address of agent for service)

                                 (954) 563-1583
          (Telephone number, including area code, of agent for service)

                           Copies of Communications to

                           Jonathan D. Leinwand, Esq.
          2500 N. Federal Highway, Suite 100, Ft. Lauderdale, FL 33305
                       (954) 563-1583 Fax: (954) 252-4265


<TABLE>
<CAPTION>
=====================================================================================================================
Title of Securities        Amount to             Proposed maximum             Proposed maximum              Amount of
to be registered         be registered       offering price per share     aggregate offering price   registration fee
- -------------------------------------------------------------------------------------------------------------------
<S>                 <C>                         <C>                              <C>                       <C>
Common Stock
$.001 Par Value     6,175,818 Shares            $ 0.055(1)                       $ 339,670                 $ 85
=====================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee,
         based upon the average of the closing bid and ask price of the Common
         Stock on June 18, 2001.


                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                 COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933

<PAGE>

                                6,175,818 Shares

                             I-Transaction.net, INC.

                                  Common Stock


        This Prospectus relates to 6,175,818 shares of common stock, $.001 par
value (the "Common Stock"), of I-Transaction.net, Inc., a New Jersey corporation
(the "Company").

         The Company's common stock is currently traded on the Over-the-Counter
Bulletin Board under the symbol "ITNI".

              ----------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
              UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
              ----------------------------------------------------

                  The date of this Prospectus is June 18, 2001.

         You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any supplement is accurate as of any
date other than the date on the front of this Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

The Company is required to file annual, quarterly and special reports, and other
information with the Securities and Exchange Commission (the "SEC") as required
by the Securities Exchange Act of 1934, as amended (the "1934 Act"). You may
read and copy any reports, statements or other information we file at the SEC's
Public Reference Rooms at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov). Additional
information may also be obtained from the Company at 2077 Dundas St. East, Suite
103, Toronto, ON Canada L4X 1M2.


                             INCORPORATED DOCUMENTS

The SEC allows the Company to "incorporate by reference" information into this
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be made part of this
Prospectus, except for any information superseded by information in this
Prospectus.

The Company's Annual Report on Form 10-KSB, filed October 16, 2000, is
incorporated herein by reference. In addition, all documents filed or
subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, before the termination of this offering, are incorporated by
reference.

<PAGE>

                      DESCRIPTION OF CONSULTING AGREEMENTS

        The Company has entered into five Consulting Agreements (the
"Agreements") dated various dates, pursuant to which the Company has agreed to
issue an aggregate of 3,354,000 shares (the "Shares") of the Company's Common
Stock in payment for consulting services to the Company concerning the matters
further described below. Additionally, the Company has agreed to issue 2,821,818
to three attorneys for legal services already rendered. The consultants are:

Avinindra Utukuri.  Mr. Ukuturi provides technology  development services to the
Company.  In lieu of certain cash  compensation  owed under the  agreement,  Mr.
Ukuturi has agreed to accept 984,000 shares of common stock

Joanne Broeders. Ms. Broeders has acted as a director of the Company and has
provided other business services to the Company. In lieu of certain cash
compensation owed under the agreement, Ms. Broeders has agreed to accept 594,000
shares of common stock.

David Muskat. Mr. Muskat will sell and market the Company's products in the
United States. In lieu of certain cash compensation Mr. Muskat has agreed to
accept 1,182,000 shares of common stock.

Kristian Lavereau. Mr. Lavereau will act as director of business operations for
the Company. In lieu of certain cash compensation owed under the agreement, Mr.
Lavereau has agreed to accept 594,000 shares of common stock.

David Larmour. Mr. Larmour has provided legal services to the Company and has
agreed to accept 1,320,000 shares of common stock in lieu of certain cash
compensation owed to him.

Peter Tuovi. Mr. Tuovi has provided legal services to the Company and has agreed
to accept 1,320,000 shares of common stock in lieu of certain cash compensation
owed to him.

Jonathan Leinwand. Mr. Leinwand has provided legal services to the Company and
has agreed to accept 181,818 shares of common stock in lieu of certain cash
compensation owed to him. Also see Item 5, below.

The Agreements are separate and the Consultants will provide their services
separately.

REGISTRATION OF THE SHARES

        The Company has agreed to register the Shares on a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, in
connection with their original issuance to the consultants. This Prospectus
relates to a Registration Statement on Form S-8 which was filed with the
Securities and Exchange Commission on the date hereof and which became effective
as of such filing.

RESALE OF THE SHARES

        The Agreements do not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of


<PAGE>

the outstanding Common Stock as shown by the most recent published report of the
Company or (ii) the average weekly reported volume of trading in the Common
Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.

        Additional information regarding the Agreements not set forth in this
Prospectus may be obtained from the Company at 2077 Dundas Street West, Suite
103, Mississauga, Ontario, L4X 1M2.

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        At the time of issuance of the Shares, the consultant recognized
ordinary income for federal income tax purposes in an amount equal
to the then fair market value of the Shares received by such consultant.

        The consultant will recognize gain or loss on the subsequent sale of
the Shares in an amount equal to the difference between the amount realized and
the tax basis of such Shares, which will equal the amount included in the
consultant's income by reason of the issuance of the Shares. Provided such
Shares are held as a capital asset, such gain or loss will be long-term or
short-term capital gain or loss depending upon whether the Shares have been held
for more than one year.

        The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.

        This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax adviser
as to all of the federal and state income tax consequences relating to the
receipt or sale of the Shares.

                              CERTAIN INFORMATION

        The documents incorporated by reference in Item 3 of Part II of the Form
S-8, and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company,
without charge, upon written or oral request. Requests for documents should be
directed to the President of the Company. The documents incorporated by
reference in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.

<PAGE>

                             I-TRANSACTION.NET Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") by I-Transaction.net, Inc.
(the "Company" or the "Registrant"):

        (a) The Registrant's Annual Report on Form 10-KSB for the fiscal period
ended June 30, 2000;

        (b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended September 30, 2000 and December 31, 2000; and

        (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by the Registrant with the Commission since June 30, 2000.

        All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The Company is authorized to issue 200,000,000 shares of Common Stock,
par value $.001 per share (the "Common Stock"). Holders of the Common Stock have
one vote per share on each matter submitted to a vote of stockholders, the right
to receive such dividends, if any, as may be declared by the Board of Directors
out of assets legally available therefor and the right to receive net assets in
liquidation after payment of all amounts due to creditors and all preferential
amounts due to holders of any preferred stock. Holders of the Common Stock have
no conversion rights and are not entitled to any preemptive or subscription
rights. The Common Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in the election of
directors.

        The Common Stock is traded in the over-the-counter market (the "OTC
Bulletin Board") and quoted under the symbol "ITNI".


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jonathan Leinwand, counsel to the company and who has expressed an
opinion with regard to the issuance of the shares described herein is the
beneficial owner of 181,818 shares of stock that are to be issued pursuant to
this registration statement. The shares are being issued in partial payment of
legal services previously rendered to the company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 The Company's Certificate of Incorporation provides that to the fullest extent
permitted by the New Jersey Business Corporation Act (the

<PAGE>

"NJBCL"), a director shall not be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a Director. Under the NJBCL,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases and (iv) for any transaction from which the director
derives an improper personal benefit. The effect of the provisions of the
Company's Certificate of Incorporation is to eliminate the rights of the Company
and its shareholders (through shareholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any shareholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty or care.

         In addition, the Company's Certificate of Incorporation provides that
the Company shall indemnify its directors, officers, employees and agents
against losses incurred by any such person by reason of the fact that such
person was acting in such capacity.

         The Company intends to enter into indemnification agreements with each
of its directors containing provisions that may require the Company, among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

         The Company believes that such indemnification provisions and
agreements are necessary to attract and retain qualified persons as directors
and executive officers


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         4.1      Consulting Agreement dated June 7, 2001 between the Registrant
                  and Avinindra Utukuri

         4.2      Consulting Agreement dated April 1, 2001 between the
                  Registrant and Joanne Broeders

         4.3      Consulting Agreement dated April 1, 2001 between Kristian
                  Lavereau and the registrant.

         4.4      Consulting Agreement dated June 7, 2001 between the Registrant
                  and David Muskat.

         5.2      Opinion of Counsel


ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement

<PAGE>

(i) to provide any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act").

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

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in the registration statement; provided
however, that clauses (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

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

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 this 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.

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

<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, on October 31,
2000.

                                            I-Transaction.net, INC.


                                             By:  /s/ David Bruce
                                                  ---------------------------
                                                  David Bruce, President


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


<TABLE>
<CAPTION>
     Signature                          Title                            Date
     ---------                          -----                            ----
<S>                                 <C>                            <C>
By: /s/ David Bruce
    -------------------------
        David Bruce                 President/Director             June 17, 2001


By: /s/ Thomas Weisner
    -------------------------
        Thomas Weisner,             CEO, Director                  June 17, 2001


By: /s/ Stafford Greene
    -------------------------
       Stafford Greene              Chief Financial Officer        June 17, 2001
                                    Director

By: /s/ Joanne Broeders
    -------------------------
        Joanne Broeders,            Director                       June 17, 2001
</TABLE>


                                 EXHIBIT INDEX

         4.1      Consulting Agreement dated June 7, 2001 between the Registrant
                  and Avinindra Utukuri

         4.2      Consulting Agreement dated April 1, 2001 between the
                  Registrant and Joanne Broeders

         4.4      Consulting Agreement dated April 1, 2001 between Kristian
                  Lavereau and the registrant.

         4.4      Consulting Agreement dated June 7, 2001 between the Registrant
                  and David Muskat.

         5.2      Opinion of Counsel
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON JUNE 7, 2001

                                                       File No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             I-TRANSACTION.NET INC.
             (Exact name of registrant as specified in its charter)

        New Jersey
(State or other jurisdiction of                     (IRS Employer
 incorporation or organization)                   Identification No.)

 2077 Dundas St. E, Suite 103 ON Canada                   L4X 1M2
(Address of principal executive offices)                (Zip Code)

                    June 7, 2001 Utukuri Consulting Agreement
                   April 1, 2001 Broeders Consulting Agreement
                    June 7, 2001 Muskat Consulting Agreement
                  April 1, 2001 Lavereau Consulting Agreement
                            (Full title of the plan)

                           Jonathan D. Leinwand, Esq.
          2500 N. Federal Highway, Suite 100, Ft. Lauderdale, FL 33305
                     (Name and address of agent for service)

                                 (954) 563-1583
          (Telephone number, including area code, of agent for service)

                           Copies of Communications to

                           Jonathan D. Leinwand, Esq.
          2500 N. Federal Highway, Suite 100, Ft. Lauderdale, FL 33305
                       (954) 563-1583 Fax: (954) 252-4265
=====================================================================================================================
Title of Securities        Amount to             Proposed maximum             Proposed maximum              Amount of
to be registered         be registered       offering price per share     aggregate offering price   registration fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock
$.001 Par Value     6,175,818 Shares            $ 0.055(1)                       $ 339,670                 $ 85
=====================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee,
         based upon the average of the closing bid and ask price of the Common
         Stock on June 18, 2001.

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                 COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933
6,175,818 Shares

                             I-Transaction.net, INC.

                                  Common Stock

        This Prospectus relates to 6,175,818 shares of common stock, $.001 par
value (the "Common Stock"), of I-Transaction.net, Inc., a New Jersey corporation
(the "Company").

         The Company's common stock is currently traded on the Over-the-Counter
Bulletin Board under the symbol "ITNI".

              ----------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
              UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
              ----------------------------------------------------

                  The date of this Prospectus is June 18, 2001.

         You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any supplement is accurate as of any
date other than the date on the front of this Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

The Company is required to file annual, quarterly and special reports, and other
information with the Securities and Exchange Commission (the "SEC") as required
by the Securities Exchange Act of 1934, as amended (the "1934 Act"). You may
read and copy any reports, statements or other information we file at the SEC's
Public Reference Rooms at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov). Additional
information may also be obtained from the Company at 2077 Dundas St. East, Suite
103, Toronto, ON Canada L4X 1M2.

                             INCORPORATED DOCUMENTS

The SEC allows the Company to "incorporate by reference" information into this
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be made part of this
Prospectus, except for any information superseded by information in this
Prospectus.

The Company's Annual Report on Form 10-KSB, filed October 16, 2000, is
incorporated herein by reference. In addition, all documents filed or
subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, before the termination of this offering, are incorporated by
reference.
DESCRIPTION OF CONSULTING AGREEMENTS

        The Company has entered into five Consulting Agreements (the
"Agreements") dated various dates, pursuant to which the Company has agreed to
issue an aggregate of 3,354,000 shares (the "Shares") of the Company's Common
Stock in payment for consulting services to the Company concerning the matters
further described below. Additionally, the Company has agreed to issue 2,821,818
to three attorneys for legal services already rendered. The consultants are:

Avinindra Utukuri.  Mr. Ukuturi provides technology  development services to the
Company.  In lieu of certain cash  compensation  owed under the  agreement,  Mr.
Ukuturi has agreed to accept 984,000 shares of common stock

Joanne Broeders. Ms. Broeders has acted as a director of the Company and has
provided other business services to the Company. In lieu of certain cash
compensation owed under the agreement, Ms. Broeders has agreed to accept 594,000
shares of common stock.

David Muskat. Mr. Muskat will sell and market the Company's products in the
United States. In lieu of certain cash compensation Mr. Muskat has agreed to
accept 1,182,000 shares of common stock.

Kristian Lavereau. Mr. Lavereau will act as director of business operations for
the Company. In lieu of certain cash compensation owed under the agreement, Mr.
Lavereau has agreed to accept 594,000 shares of common stock.

David Larmour. Mr. Larmour has provided legal services to the Company and has
agreed to accept 1,320,000 shares of common stock in lieu of certain cash
compensation owed to him.

Peter Tuovi. Mr. Tuovi has provided legal services to the Company and has agreed
to accept 1,320,000 shares of common stock in lieu of certain cash compensation
owed to him.

Jonathan Leinwand. Mr. Leinwand has provided legal services to the Company and
has agreed to accept 181,818 shares of common stock in lieu of certain cash
compensation owed to him. Also see Item 5, below.

The Agreements are separate and the Consultants will provide their services
separately.

REGISTRATION OF THE SHARES

        The Company has agreed to register the Shares on a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, in
connection with their original issuance to the consultants. This Prospectus
relates to a Registration Statement on Form S-8 which was filed with the
Securities and Exchange Commission on the date hereof and which became effective
as of such filing.

RESALE OF THE SHARES

        The Agreements do not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of
the outstanding Common Stock as shown by the most recent published report of the
Company or (ii) the average weekly reported volume of trading in the Common
Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.

        Additional information regarding the Agreements not set forth in this
Prospectus may be obtained from the Company at 2077 Dundas Street West, Suite
103, Mississauga, Ontario, L4X 1M2.

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        At the time of issuance of the Shares, the consultant recognized
ordinary income for federal income tax purposes in an amount equal
to the then fair market value of the Shares received by such consultant.

        The consultant will recognize gain or loss on the subsequent sale of
the Shares in an amount equal to the difference between the amount realized and
the tax basis of such Shares, which will equal the amount included in the
consultant's income by reason of the issuance of the Shares. Provided such
Shares are held as a capital asset, such gain or loss will be long-term or
short-term capital gain or loss depending upon whether the Shares have been held
for more than one year.

        The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.

        This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax adviser
as to all of the federal and state income tax consequences relating to the
receipt or sale of the Shares.

                              CERTAIN INFORMATION

        The documents incorporated by reference in Item 3 of Part II of the Form
S-8, and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company,
without charge, upon written or oral request. Requests for documents should be
directed to the President of the Company. The documents incorporated by
reference in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
I-TRANSACTION.NET Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") by I-Transaction.net, Inc.
(the "Company" or the "Registrant"):

        (a) The Registrant's Annual Report on Form 10-KSB for the fiscal period
ended June 30, 2000;

        (b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended September 30, 2000 and December 31, 2000; and

        (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by the Registrant with the Commission since June 30, 2000.

        All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        The Company is authorized to issue 200,000,000 shares of Common Stock,
par value $.001 per share (the "Common Stock"). Holders of the Common Stock have
one vote per share on each matter submitted to a vote of stockholders, the right
to receive such dividends, if any, as may be declared by the Board of Directors
out of assets legally available therefor and the right to receive net assets in
liquidation after payment of all amounts due to creditors and all preferential
amounts due to holders of any preferred stock. Holders of the Common Stock have
no conversion rights and are not entitled to any preemptive or subscription
rights. The Common Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in the election of
directors.

        The Common Stock is traded in the over-the-counter market (the "OTC
Bulletin Board") and quoted under the symbol "ITNI".

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jonathan Leinwand, counsel to the company and who has expressed an
opinion with regard to the issuance of the shares described herein is the
beneficial owner of 181,818 shares of stock that are to be issued pursuant to
this registration statement. The shares are being issued in partial payment of
legal services previously rendered to the company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 The Company's Certificate of Incorporation provides that to the fullest extent
permitted by the New Jersey Business Corporation Act (the
"NJBCL"), a director shall not be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a Director. Under the NJBCL,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases and (iv) for any transaction from which the director
derives an improper personal benefit. The effect of the provisions of the
Company's Certificate of Incorporation is to eliminate the rights of the Company
and its shareholders (through shareholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any shareholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty or care.

         In addition, the Company's Certificate of Incorporation provides that
the Company shall indemnify its directors, officers, employees and agents
against losses incurred by any such person by reason of the fact that such
person was acting in such capacity.

         The Company intends to enter into indemnification agreements with each
of its directors containing provisions that may require the Company, among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

         The Company believes that such indemnification provisions and
agreements are necessary to attract and retain qualified persons as directors
and executive officers

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         4.1      Consulting Agreement dated June 7, 2001 between the Registrant
                  and Avinindra Utukuri

         4.2      Consulting Agreement dated April 1, 2001 between the
                  Registrant and Joanne Broeders

         4.3      Consulting Agreement dated April 1, 2001 between Kristian
                  Lavereau and the registrant.

         4.4      Consulting Agreement dated June 7, 2001 between the Registrant
                  and David Muskat.

         5.2      Opinion of Counsel

ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(i) to provide any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act").

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

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in the registration statement; provided
however, that clauses (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

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

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 this 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.

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

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, on October 31,
2000.

                                            I-Transaction.net, INC.

                                             By:  /s/ David Bruce
                                                  ---------------------------
                                                  David Bruce, President

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                          Title                            Date
     ---------                          -----                            ----
By: /s/ David Bruce
    -------------------------
        David Bruce                 President/Director             June 17, 2001

By: /s/ Thomas Weisner
    -------------------------
        Thomas Weisner,             CEO, Director                  June 17, 2001

By: /s/ Stafford Greene
    -------------------------
       Stafford Greene              Chief Financial Officer        June 17, 2001
                                    Director

By: /s/ Joanne Broeders
    -------------------------
        Joanne Broeders,            Director                       June 17, 2001
EXHIBIT INDEX

         4.1      Consulting Agreement dated June 7, 2001 between the Registrant
                  and Avinindra Utukuri

         4.2      Consulting Agreement dated April 1, 2001 between the
                  Registrant and Joanne Broeders

         4.4      Consulting Agreement dated April 1, 2001 between Kristian
                  Lavereau and the registrant.

         4.4      Consulting Agreement dated June 7, 2001 between the Registrant
                  and David Muskat.

         5.2      Opinion of Counsel