<PAGE>

    As filed with the Securities and Exchange Commission on March 15, 2001
                                                                     Reg. No. 33

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    -----------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------
                                   I2CORP.COM
             (Exact name of registrant as specified in its charter)

           Nevada                                                 84-1423373
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               identification No.)

                   5392 S. Eastern Avenue, Building A - North
                            Las Vegas, Nevada, 89119
                                 (702) 597-3331
                    (Address of principal executive offices)
                ------------------------------------------------

                        ADVISORY AND CONSULTING AGREEMENT
                              (Full title of plan)
                        --------------------------------

                              Christopher P. Almida
                                    President
                   5392 S. Eastern Avenue, Building A - North
                            Las Vegas, Nevada, 89119
                     (Name and address of agent for service)

                                 (702) 597-3331
          (Telephone number, including area code of agent for service)

                                    Copy to:
                              Owen Naccarato, Esq.
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                      (818) 255-4996/(818) 255-4997 (fax)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                      Proposed maximum   Proposed maximum
Title of securities   Amount to be    offering price     aggregate offering   Amount of
to be registered      Registered      per share          price                registration fee
-------------------------------------------------------------------------------------------------
<S>                   <C>             <C>                <C>                  <C>
Common Stock
(par value .001)      2,500,000       $0.12              $300,000             $75.00

-------------------------------------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the exercise price of 2,500,000
options at $0.12 per share.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *Information required by Part 1 to be contained in the Section 10(a)
         prospectus is omitted from the registration statement in accordance
         with Rule 428 under the Securities Act of 1933.










                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The following documents filed by I2CORP.COM (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

         (a) the Company's annual report on Form 10-KSB for the fiscal year
ended March 31, 2000 (Commission File No. 0-27603):

         (b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since March 31, 2000 through the date hereof; and

         (c) the Registrant's Form 10SB12G filed on October 12, 1999 pursuant to
Section 12 of the Exchange Act, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common Stock; and

         (d) any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4. Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officer

Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our Articles of
Incorporation and bylaws provide for the indemnification of present and former
directors and officers and each person who serves at our request as our officer
or director. Indemnification for a director is mandatory and indemnification for
an officer, agent or employee is permissive. We will indemnify such individuals
against all costs, expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such individual is our
director or officer. Such individual

                                      II-1
<PAGE>

must have conducted himself in good faith and reasonably believed that his
conduct was in, or not opposed to, our best interest. In a criminal action he
must not have had a reasonable cause to believe his conduct was unlawful. This
right of indemnification shall not be exclusive of other rights the individual
is entitled to as a matter of law or otherwise.

     We will not indemnify an individual adjudged liable due to his negligence
or willful misconduct toward us, adjudged liable to us, or if he improperly
received personal benefit. Indemnification in a derivative action is limited to
reasonable expenses incurred in connection with the proceeding. Also, we are
authorized to purchase insurance on behalf of an individual for liabilities
incurred whether or not we would have the power or obligation to indemnify him
pursuant to our bylaws.

     Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if he
is judged not to have met the standard of conduct.

Commission Policy

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits to this registration statement are listed in the index to
Exhibits on page 7.

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 include any prospectus required by Section 10(a)(3) of
the Securities Act 1933:

                                      II-2
<PAGE>

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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:

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

         (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.

                  To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain unsold at
the termination of the offering.

                  The undersigned Company hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the above-described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 of 1933 and will be
governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a 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 Las Vegas, State of Nevada on March 13, 2001.

                                        I2CORP.COM

                                        BY  /s/ CHRISTOPHER P. ALMIDA
                                        --------------------------------
                                        Christopher P. Almida, President


Each person whose signature appears below hereby constitutes and appoints
Christopher P. Almida as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933. Pursuant to the requirements of the Securities Act of
1933, this registration statement was signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                         TITLE                           DATE
---------                         -----                           ----
<S>                               <C>                            <C>
/s/ CHRISTOPHER P. ALMIDA         President                      March 15, 2001
---------------------------       and Director
Christopher P. Almida

/s/ DEEDEE MOLNICK                Chief Executive Officer        March 15, 2001
---------------------------       and Director
deedee Molnick

/s/ H. YALE GUTNICK               Director                       March 15, 2001
---------------------------
H. Yale Gutnick

/s/  PHILIP J. ANDERSON           Director                       March 15, 2001
 --------------------------
/  Philip J. Anderson

/s/  SUZANNE MOLNICK              Director                       March 15, 2001
 --------------------------
/  Suzanne Molnick

/s/  JESSE MOLNICK                Director                       March 15, 2001
 --------------------------
/  Jesse Molnick
</TABLE>



                                      II-4
<PAGE>

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
        EXHIBIT
        NO.                                DESCRIPTION
        -------                            -----------
        <S>       <C>
         4.1      Advisory and Consulting Agreement

         5.1      Opinion of Counsel, regarding the legality of the securities registered hereunder.

         23.1     Consent of Independent Certified Public Accountants.

         23.2     Consent of Counsel (included as part of Exhibit 5.1)
</TABLE>
















                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "a2041617zs-8.txt", "description": "S-8", "secsgml_size_bytes": 14554}]
{"company-data": {"conformed-name": "I2CORP COM", "cik": "0001096025", "assigned-sic": "9995", "irs-number": "841423373", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57064", "film-number": "1569097"}, "business-address": {"street1": "5392 S EASTERN AVE", "street2": "BLDG A NORTH", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "8013232395"}, "mail-address": {"street1": "5392 S EASTERN AVE", "street2": "BLDG A NORTH", "city": "LAS VEGAS", "state": "NV", "zip": "89015"}, "former-company": {"former-conformed-name": "PCG MEDIA INC", "date-changed": "19990930"}}
As filed with the Securities and Exchange Commission on March 15, 2001
                                                                     Reg. No. 33

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    -----------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------
                                   I2CORP.COM
             (Exact name of registrant as specified in its charter)

           Nevada                                                 84-1423373
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               identification No.)

                   5392 S. Eastern Avenue, Building A - North
                            Las Vegas, Nevada, 89119
                                 (702) 597-3331
                    (Address of principal executive offices)
                ------------------------------------------------

                        ADVISORY AND CONSULTING AGREEMENT
                              (Full title of plan)
                        --------------------------------

                              Christopher P. Almida
                                    President
                   5392 S. Eastern Avenue, Building A - North
                            Las Vegas, Nevada, 89119
                     (Name and address of agent for service)

                                 (702) 597-3331
          (Telephone number, including area code of agent for service)

                                    Copy to:
                              Owen Naccarato, Esq.
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                      (818) 255-4996/(818) 255-4997 (fax)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                      Proposed maximum   Proposed maximum
Title of securities   Amount to be    offering price     aggregate offering   Amount of
to be registered      Registered      per share          price                registration fee
-------------------------------------------------------------------------------------------------
Common Stock
(par value .001)      2,500,000       $0.12              $300,000             $75.00

-------------------------------------------------------------------------------------------------
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the exercise price of 2,500,000
options at $0.12 per share.
PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *Information required by Part 1 to be contained in the Section 10(a)
         prospectus is omitted from the registration statement in accordance
         with Rule 428 under the Securities Act of 1933.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The following documents filed by I2CORP.COM (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

         (a) the Company's annual report on Form 10-KSB for the fiscal year
ended March 31, 2000 (Commission File No. 0-27603):

         (b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since March 31, 2000 through the date hereof; and

         (c) the Registrant's Form 10SB12G filed on October 12, 1999 pursuant to
Section 12 of the Exchange Act, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common Stock; and

         (d) any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4. Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officer

Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our Articles of
Incorporation and bylaws provide for the indemnification of present and former
directors and officers and each person who serves at our request as our officer
or director. Indemnification for a director is mandatory and indemnification for
an officer, agent or employee is permissive. We will indemnify such individuals
against all costs, expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such individual is our
director or officer. Such individual

                                      II-1
must have conducted himself in good faith and reasonably believed that his
conduct was in, or not opposed to, our best interest. In a criminal action he
must not have had a reasonable cause to believe his conduct was unlawful. This
right of indemnification shall not be exclusive of other rights the individual
is entitled to as a matter of law or otherwise.

     We will not indemnify an individual adjudged liable due to his negligence
or willful misconduct toward us, adjudged liable to us, or if he improperly
received personal benefit. Indemnification in a derivative action is limited to
reasonable expenses incurred in connection with the proceeding. Also, we are
authorized to purchase insurance on behalf of an individual for liabilities
incurred whether or not we would have the power or obligation to indemnify him
pursuant to our bylaws.

     Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if he
is judged not to have met the standard of conduct.

Commission Policy

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits to this registration statement are listed in the index to
Exhibits on page 7.

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 include any prospectus required by Section 10(a)(3) of
the Securities Act 1933:

                                      II-2
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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:

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

         (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.

                  To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain unsold at
the termination of the offering.

                  The undersigned Company hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the above-described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 of 1933 and will be
governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a 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 Las Vegas, State of Nevada on March 13, 2001.

                                        I2CORP.COM

                                        BY  /s/ CHRISTOPHER P. ALMIDA
                                        --------------------------------
                                        Christopher P. Almida, President

Each person whose signature appears below hereby constitutes and appoints
Christopher P. Almida as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933. Pursuant to the requirements of the Securities Act of
1933, this registration statement was signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                         TITLE                           DATE
---------                         -----                           ----
/s/ CHRISTOPHER P. ALMIDA         President                      March 15, 2001
---------------------------       and Director
Christopher P. Almida

/s/ DEEDEE MOLNICK                Chief Executive Officer        March 15, 2001
---------------------------       and Director
deedee Molnick

/s/ H. YALE GUTNICK               Director                       March 15, 2001
---------------------------
H. Yale Gutnick

/s/  PHILIP J. ANDERSON           Director                       March 15, 2001
 --------------------------
/  Philip J. Anderson

/s/  SUZANNE MOLNICK              Director                       March 15, 2001
 --------------------------
/  Suzanne Molnick

/s/  JESSE MOLNICK                Director                       March 15, 2001
 --------------------------
/  Jesse Molnick
II-4
INDEX TO EXHIBITS
EXHIBIT
        NO.                                DESCRIPTION
        -------                            -----------
4.1      Advisory and Consulting Agreement

         5.1      Opinion of Counsel, regarding the legality of the securities registered hereunder.

         23.1     Consent of Independent Certified Public Accountants.

         23.2     Consent of Counsel (included as part of Exhibit 5.1)
II-5