<PAGE>   1
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            INTERACTIVE TELESIS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    33-649915
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                   Identification Number)

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

                             535 ENCINITAS BOULEVARD
                           ENCINITAS, CALIFORNIA 92024
                                 (760) 632-1700
    (Address of principal executive offices, Zip Code, and telephone number)

                               1996 STOCK PLAN OF
                            INTERACTIVE TELESIS INC.
                            (Full title of the plan)

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

          DONALD E. CAMERON                             Copies to:
    PRESIDENT AND CHIEF EXECUTIVE                 BRUCE J. RUSHALL, ESQ.
               OFFICER                              RUSHALL & McGEEVER
       535 ENCINITAS BOULEVARD                 1903 WRIGHT PLACE, SUITE 250
     ENCINITAS, CALIFORNIA 92024                CARLSBAD, CALIFORNIA 92008
           (760) 632-1700                             (760) 438-6855
 (Name, address including zip code,
  and telephone number, including
  area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 TITLE OF EACH CLASS OF       AMOUNT BEING        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    SECURITIES TO BE          REGISTERED(1)      OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
       REGISTERED                                       SHARE                  PRICE(2)          REGISTRATION FEE
-------------------------- ------------------- ------------------------ ----------------------- ------------------
<S>                            <C>                    <C>                   <C>                   <C>
Common Stock, $0.001 par        3,145,000                (2)                  $2,547,770            $673
value
</TABLE>

(1)   A maximum of 602,000 shares of common stock were reserved for issuance
      under the Interactive Telesis 1996 Stock Plan of Interactive Telesis, Inc.
      (the"1996 Plan"). All shares reserved for issuance under the 1996 Plan are
      being registered hereunder.

(2)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee, and is determined according to the
      following offering price information: (i) under the 1996 Plan, 105,000
      shares of common stock are subject to outstanding options with an exercise
      price of $0.25 per share, 1,506,000 shares of common stock are subject to
      outstanding options with an exercise price of $0.35 per share, 757,000
      shares of common stock are subject to outstanding options with an exercise
      price of $0.40 per share, 40,000 Shares of common stock are subject to
      outstanding options with an exercise price of $2.25 per share, 20,000
      shares of common stock are subject to outstanding options with an exercise
      price of $2.47 per share, 115,000 shares of common stock are subject to
      outstanding options with an exercise price of $3.00 per share and the
      remaining


<PAGE>   2

      602,000 shares of common stock are reserved for issuance upon exercise of
      options to be granted in the future. Pursuant to Rule 457(h), for all
      shares of common stock being registered hereunder with an exercise price
      which cannot be presently determined (602,000 shares of common stock under
      the 1996 Plan), the Proposed Maximum Offering Price of $2.81 per share of
      common stock, which is based on the average of the bid and ask prices for
      the Company's common stock as reported on the NASD Bulletin Board on April
      27, 2000 (a date within 5 days of the filing date of this Registration
      Statement).



                                      -2-
<PAGE>   3

                                     PART I


Item 1.     PLAN INFORMATION

            Not required to be filed with this Registration Statement.

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            Not required to be filed with this Registration Statement.


                                     PART II

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents are hereby incorporated by reference in this
            Registration Statement:

(a)               The Current Report of Registrant (or the "Company") on Form
            8-K filed on March 30, 2000 (Accession No. 0000936392-00-000177);

(a)               The Company's Quarterly Report on Form 10-QSB/A for the
            quarter ended January 31, 2000 (Accession No.
            00001095811-00-000534);

(a)               The Company's Registration Statement on Form 10-SB filed on
            November 19, 1999 (File No. 0-28 215 and Accession No.
            0000936392-99-001374) by the Company pursuant to the Exchange Act,
            as amended by Form 10-SB/A filed by the Company on April 21, 2000
            (Accession No. 0000936392-00-000215), including any amendment or
            report filed for the purpose of updating such Form 10-SB (together
            herein referred to as the "Form 10-SB Registration Statement, as
            amended").

(a)               All other reports filed pursuant to Section 13(a) or 15(d) of
            the Securities and Exchange Act of 1934, as amended (the "Exchange
            Act") since filing of the Annual Report on Form 10-KSB; and

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date this Registration Statement is filed
with the Securities and Exchange Commission (the "Commission") 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 a part of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.



                                      -3-
<PAGE>   4

Item 4.    DESCRIPTION OF SECURITIES

           The description of the Company's common stock, par value $.001 per
           share, contained in the Company's Form 10-SB Registration
           Statement, as amended, is incorporated by reference. See Item 3,
           subsection (c) above.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The description of the Indemnification of Directors and officers
           contain in Part II, Item 5 of the Company's Form 10-SB
           Registration Statement, as amended, is incorporated by reference.
           See Item 3, subsection (c) above.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable. No resales of outstanding securities are to be
            registered by this Registration Statement.

Item 8.     EXHIBITS

            5.1   Opinion of Rushall & McGeever.

            10.1  Interactive Telesis 1996 Stock Plan incorporated by reference
                     to Exhibit 10.1 to the Company's Registration Statement on
                     Form 10-SB).

            23.1  Consent of Pannel Kerr Forster, Certified Public Accountants,
                     A Professional Corporation.

            23.2  Consent of Rushall & McGeever (included in Exhibit 5.1).

            24.1  Power of Attorney (included on the signature page hereto).

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 of 1933, as amended (the "Securities Act");

(i)               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.



                                      -4-
<PAGE>   5

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

(i)               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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 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, 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.

(2)         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.

(a)         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

(b)

(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.



                                      -5-
<PAGE>   6

                                   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 Encinitas, state of California, on May 2, 2000.

                                          INTERACTIVE TELESIS, INC.



                                          By: /s/ Donald E. Cameron
                                             ----------------------------------
                                                  Donald E. Cameron
                                                  Chief Executive Officer


                                POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below authorizes Donald E.
Cameron and William R. Adams, and either of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact, for him
in any and all capacities, to sign any amendments (including post-effective
amendments or supplements) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.

<TABLE>
<CAPTION>

SIGNATURE                        TITLE                                     DATE
---------                        -----                                     ----
<S>                           <C>                                       <C>
/s/  Donald E. Cameron        Chairman of the Board, Chief Executive    May 2, 2000
--------------------------    Officer, and President (Principal
     Donald E. Cameron        Executive Officer)


/s/  Marc Goyette             Director                                  May 2, 2000
--------------------------
     Marc Goyette


/s/  Robert Wilson            Director                                  May 2, 2000
--------------------------
     Robert Wilson


/s/  William R. Adams         Chief Financial Officer (Principal        May 2, 2000
--------------------------    Financial and Accounting Officer)
     William R. Adams
</TABLE>



                                      -6-
<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>         <C>
  5.1       Opinion of Rushall & McGeever.

  10.1      Interactive Telesis 1996 Stock Plan (incorporated by reference to
            Exhibit 10.1 to the Company's Registration Statement on Form 10-SB).

  23.1      Consent of Pannel, Kerr, Forster, Certified Public Accountants, A
            Professional Corporation.

  23.2      Consent of Rushall & McGeever (included in Exhibit 5.1).

  24.1      Power of Attorney (included on the signature page hereto).
</TABLE>

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



                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16230}]
{"company-data": {"conformed-name": "INTERACTIVE TELESIS INC", "cik": "0001027377", "assigned-sic": "7371", "irs-number": "330649915", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36158", "film-number": "617486"}, "business-address": {"street1": "535 ENCINITAS BLVD", "street2": "SUITE 116", "city": "ENCINITAS", "state": "CA", "zip": "92024", "phone": "7606321700"}, "mail-address": {"street1": "535 ENCINITAS BLVD", "street2": "SUITE 116", "city": "ENCINITAS", "state": "CA", "zip": "92056"}}
1
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            INTERACTIVE TELESIS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    33-649915
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                   Identification Number)

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

                             535 ENCINITAS BOULEVARD
                           ENCINITAS, CALIFORNIA 92024
                                 (760) 632-1700
    (Address of principal executive offices, Zip Code, and telephone number)

                               1996 STOCK PLAN OF
                            INTERACTIVE TELESIS INC.
                            (Full title of the plan)

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

          DONALD E. CAMERON                             Copies to:
    PRESIDENT AND CHIEF EXECUTIVE                 BRUCE J. RUSHALL, ESQ.
               OFFICER                              RUSHALL & McGEEVER
       535 ENCINITAS BOULEVARD                 1903 WRIGHT PLACE, SUITE 250
     ENCINITAS, CALIFORNIA 92024                CARLSBAD, CALIFORNIA 92008
           (760) 632-1700                             (760) 438-6855
 (Name, address including zip code,
  and telephone number, including
  area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF       AMOUNT BEING        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    SECURITIES TO BE          REGISTERED(1)      OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
       REGISTERED                                       SHARE                  PRICE(2)          REGISTRATION FEE
-------------------------- ------------------- ------------------------ ----------------------- ------------------
Common Stock, $0.001 par        3,145,000                (2)                  $2,547,770            $673
value
(1)   A maximum of 602,000 shares of common stock were reserved for issuance
      under the Interactive Telesis 1996 Stock Plan of Interactive Telesis, Inc.
      (the"1996 Plan"). All shares reserved for issuance under the 1996 Plan are
      being registered hereunder.

(2)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee, and is determined according to the
      following offering price information: (i) under the 1996 Plan, 105,000
      shares of common stock are subject to outstanding options with an exercise
      price of $0.25 per share, 1,506,000 shares of common stock are subject to
      outstanding options with an exercise price of $0.35 per share, 757,000
      shares of common stock are subject to outstanding options with an exercise
      price of $0.40 per share, 40,000 Shares of common stock are subject to
      outstanding options with an exercise price of $2.25 per share, 20,000
      shares of common stock are subject to outstanding options with an exercise
      price of $2.47 per share, 115,000 shares of common stock are subject to
      outstanding options with an exercise price of $3.00 per share and the
      remaining
2

      602,000 shares of common stock are reserved for issuance upon exercise of
      options to be granted in the future. Pursuant to Rule 457(h), for all
      shares of common stock being registered hereunder with an exercise price
      which cannot be presently determined (602,000 shares of common stock under
      the 1996 Plan), the Proposed Maximum Offering Price of $2.81 per share of
      common stock, which is based on the average of the bid and ask prices for
      the Company's common stock as reported on the NASD Bulletin Board on April
      27, 2000 (a date within 5 days of the filing date of this Registration
      Statement).

                                      -2-
3

                                     PART I

Item 1.     PLAN INFORMATION

            Not required to be filed with this Registration Statement.

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            Not required to be filed with this Registration Statement.

                                     PART II

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents are hereby incorporated by reference in this
            Registration Statement:

(a)               The Current Report of Registrant (or the "Company") on Form
            8-K filed on March 30, 2000 (Accession No. 0000936392-00-000177);

(a)               The Company's Quarterly Report on Form 10-QSB/A for the
            quarter ended January 31, 2000 (Accession No.
            00001095811-00-000534);

(a)               The Company's Registration Statement on Form 10-SB filed on
            November 19, 1999 (File No. 0-28 215 and Accession No.
            0000936392-99-001374) by the Company pursuant to the Exchange Act,
            as amended by Form 10-SB/A filed by the Company on April 21, 2000
            (Accession No. 0000936392-00-000215), including any amendment or
            report filed for the purpose of updating such Form 10-SB (together
            herein referred to as the "Form 10-SB Registration Statement, as
            amended").

(a)               All other reports filed pursuant to Section 13(a) or 15(d) of
            the Securities and Exchange Act of 1934, as amended (the "Exchange
            Act") since filing of the Annual Report on Form 10-KSB; and

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date this Registration Statement is filed
with the Securities and Exchange Commission (the "Commission") 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 a part of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      -3-
4

Item 4.    DESCRIPTION OF SECURITIES

           The description of the Company's common stock, par value $.001 per
           share, contained in the Company's Form 10-SB Registration
           Statement, as amended, is incorporated by reference. See Item 3,
           subsection (c) above.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The description of the Indemnification of Directors and officers
           contain in Part II, Item 5 of the Company's Form 10-SB
           Registration Statement, as amended, is incorporated by reference.
           See Item 3, subsection (c) above.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable. No resales of outstanding securities are to be
            registered by this Registration Statement.

Item 8.     EXHIBITS

            5.1   Opinion of Rushall & McGeever.

            10.1  Interactive Telesis 1996 Stock Plan incorporated by reference
                     to Exhibit 10.1 to the Company's Registration Statement on
                     Form 10-SB).

            23.1  Consent of Pannel Kerr Forster, Certified Public Accountants,
                     A Professional Corporation.

            23.2  Consent of Rushall & McGeever (included in Exhibit 5.1).

            24.1  Power of Attorney (included on the signature page hereto).

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 of 1933, as amended (the "Securities Act");

(i)               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.

                                      -4-
5

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

(i)               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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 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, 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.

(2)         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.

(a)         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

(b)

(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.

                                      -5-
6

                                   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 Encinitas, state of California, on May 2, 2000.

                                          INTERACTIVE TELESIS, INC.

                                          By: /s/ Donald E. Cameron
                                             ----------------------------------
                                                  Donald E. Cameron
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below authorizes Donald E.
Cameron and William R. Adams, and either of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact, for him
in any and all capacities, to sign any amendments (including post-effective
amendments or supplements) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
SIGNATURE                        TITLE                                     DATE
---------                        -----                                     ----
/s/  Donald E. Cameron        Chairman of the Board, Chief Executive    May 2, 2000
--------------------------    Officer, and President (Principal
     Donald E. Cameron        Executive Officer)

/s/  Marc Goyette             Director                                  May 2, 2000
--------------------------
     Marc Goyette

/s/  Robert Wilson            Director                                  May 2, 2000
--------------------------
     Robert Wilson

/s/  William R. Adams         Chief Financial Officer (Principal        May 2, 2000
--------------------------    Financial and Accounting Officer)
     William R. Adams
-6-
7

                                  EXHIBIT INDEX
5.1       Opinion of Rushall & McGeever.

  10.1      Interactive Telesis 1996 Stock Plan (incorporated by reference to
            Exhibit 10.1 to the Company's Registration Statement on Form 10-SB).

  23.1      Consent of Pannel, Kerr, Forster, Certified Public Accountants, A
            Professional Corporation.

  23.2      Consent of Rushall & McGeever (included in Exhibit 5.1).

  24.1      Power of Attorney (included on the signature page hereto).
--------------

                                      -7-