<PAGE>

                                   FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


For the Quarter Ended      December 31, 2000


Commission File Number     000-29425

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

          New Jersey
   (State of jurisdiction of                  (I.R.S. Employer
 incorporation or organization)               Identification Number)

   934 The East Mall, Etobicoke Ontario                 M9B 6J9
 (Address of principal executive offices)            (Zip Code)

                                 (416) 620-8330
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                       YES   X    NO
                                     -------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common Stock, $0.0001 Par
Value - 11,913,611 Shares as of October 31, 2000



                         The Exhibit Index is on Page 20
                        This document contains 21 pages.


<PAGE>


                             I-TRANSACTION.NET, INC.
                                AND SUBSIDIARIES
                                      INDEX

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

                                                                       PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheet for September 30, 2000 ...................3

         Consolidated Statement of Operations for the nine
          months ended September 30, 2000 and 1999............................4

         Consolidated Statement of Cash Flows for the nine
          months ended September 30, 2000 and 1999............................5

         Notes to Consolidated Financial Statements...........................8


Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations......................18


PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K....................................20

         SIGNATURES..........................................................21





<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2000
(UNAUDITED)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                      SEPTEMBER 30,         June 30,
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                <C>
ASSETS

CURRENT ASSETS:
   Cash                                                                               $     2,616        $      584
   Accounts receivable, net                                                                17,670             8,815
   Sundry assets                                                                            1,565                 -
-------------------------------------------------------------------------------------------------------------------
Total current assets                                                                       21,851             9,399

Equipment, net                                                                             30,448            32,780

Goodwill                                                                                  141,388                 -

Due from affiliates                                                                         9,592            13,825

Other assets                                                                                3,500             3,500
-------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                        $     206,779    $       59,504
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

LIABILITIES

CURRENT LIABILITIES:
   Notes payable                                                                    $     134,955    $       95,069
   Accounts payable and accrued liabilities                                             2,397,896         2,333,697
   Customer deposits                                                                       10,135            31,200
   Loans payable, related party                                                            33,056            32,033
-------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                               2,576,042         2,491,999
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIENCY

Common stock, $.001 par value, 200,000,000 shares
authorized; 11,928,353 shares issued and outstanding                                       11,929            11,914
Additional paid-in-capital                                                              2,905,669         2,804,333
Cumulative translation adjustment                                                          (5,410)           (5,410)
Deficit accumulated during development stage                                           (5,281,451)       (5,243,332)
-------------------------------------------------------------------------------------------------------------------
Total stockholders' deficiency                                                         (2,369,263)       (2,432,495)
-------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS AND STOCKHOLDERS' DEFICIENCY                                             $   206,779        $   59,504
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


<PAGE>

I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------

                                                                                                   FEBRUARY 28, 1997
                                          SEPTEMBER 30,        SEPTEMBER 30,        JUNE 30,  (DATE OF INCEPTION) TO
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>             <C>             <C>

Sales                                         $  37,206    $             -     $       67,239        $     104,445

Cost of sales                                     5,620                  -             51,516               57,136
--------------------------------------------------------------------------------------------------------------------

Gross profit                                     31,586                  -             15,723               47,309
--------------------------------------------------------------------------------------------------------------------

General, selling, and administration expense     15,005                  -            190,184              232,024

Interest                                         54,700                  -            250,000              304,700

Research and development                            -                    -             68,000               68,000

Consulting fees                                     -                246,500          493,615              493,615
--------------------------------------------------------------------------------------------------------------------
                                                 69,705              246,500        1,001,799            1,098,339
--------------------------------------------------------------------------------------------------------------------

Loss from continuing operations before
   extraordinary item                           (38,119)            (246,500)        (986,076)          (1,051,030)

EXTRAORDINARY ITEM:

Legal judgment, net of  $761,247 tax benefit        -                    -         (1,176,755)          (1,176,755)
--------------------------------------------------------------------------------------------------------------------

Loss before provision for income taxes          (38,119)            (246,500)      (2,162,831)          (2,227,785)

Provision for income taxes                          -                    -           (761,247)            (761,247)
--------------------------------------------------------------------------------------------------------------------

NET LOSS                                      $ (38,119)          $ (246,500)    $ (2,924,078)        $ (2,989,032)
--------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
OTHER COMPREHENSIVE LOSS:

Foreign currency translation, net                   -                    -             (5,410)              (5,410)

COMPREHENSIVE LOSS                            $ (38,119)          $ (246,500)    $ (2,929,488)        $ (2,994,442)
--------------------------------------------------------------------------------------------------------------------
PER SHARE INFORMATION FOR THE PERIOD ENDED SEPTEMBER 30, 2000:

   Income per share from continuing operations            $ 0.001
--------------------------------------------------------------------------------------------------------------------

   Income per share from extraordinary items                0.001
--------------------------------------------------------------------------------------------------------------------

   Basic net income per share                               0.001
--------------------------------------------------------------------------------------------------------------------

   Weighted average number of
     Shares                                            11,408,953
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>




   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
(UNAUDITED)


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                 DEFICIT
                                                              ADDITIONAL     ACCUMULATED
                                                    COMMON     PAID-IN    DURING DEVELOP-
          ACTIVITY              SHARES               STOCK     CAPITAL        MENT STAGE           TOTAL
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>              <C>        <C>

BALANCE, FEBRUARY 27, 1997     132,755,304  $    1,342,086           -  $    (2,292,419)      $ (  950,333)

Reverse splits                (132,749,204)     (1,342,080)    1,342,080            -                    -

Issuance of shares relating
   to bankruptcy settlement          1,581               2       948,903            -              948,905

Shares issued for the
   acquisition of Forum Energy      50,000              50   278,018,977            -          278,019,027

Loss due to write off of
   Forum Energy                        -               -             -     (278,017,599)      (278,017,599)

Shares issued relating to
   bankruptcy settlement with
   creditors                       145,930             146        18,682              -             18,828

Net loss from operations
   at June 30, 1998                    -               -             -          (18,828)           (18,828)
-------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1998,            203,611               204 280,328,642   (280,328,846)                   -
    AS PREVIOUSLY REPORTED

Adjustment for the write-off of
  Forum Energy                         -               -    (278,017,599)   278,017,599                -
-------------------------------------------------------------------------------------------------------------------

RESTATED JUNE 30, 1998             203,611              204    2,311,043     (2,311,247)               -
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Issuance of shares relating
   to bankruptcy settlement          5,000               5           995            -                1,000

Shares issued for cash, net     10,000,000          10,000        65,000            -               75,000

Shares issued for services           5,000               5         3,995            -                4,000

Loss from operations for the
   year ended June 30, 1999            -               -             -           (8,007)            (8,007)
-------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 1999          10,213,611          10,214     2,381,033     (2,319,254)            71,993
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Issuance of 1,000,000 shares
   for acquisition of ITNI       1,000,000           1,000       249,000            -              250,000

Issuance of 700,000 shares
   for acquisition of Dynamic      700,000             700       174,300            -              175,000

Foreign currency translation           -               -            -               -               (5,410)

Loss from operations for the
   year ended June 30, 2000            -               -            -        (2,924,078)        (2,924,078)
-------------------------------------------------------------------------------------------------------------------

BALANCE, JUNE 30, 2000          11,913,611        $ 11,914     $ 2,804,333   (5,243,332)      $ (2,432,495)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Issuance of 14,742 shares for
   acquisition of Athon             14,742              15       101,337            -              101,352

Loss from operations for the
   three month period ended
   September 30, 2000                  -               -             -          (38,119)           (38,119)
-------------------------------------------------------------------------------------------------------------------

SEPTEMBER 30, 2000              11,928,353        $ 11,929    $2,905,670    $(5,281,451)      $  2,369,262)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                       THREE MONTH            THREE MONTH       YEAR ENDED        FEBRUARY 28, 1997
                                      PERIOD ENDED            PERIOD ENDED         JUNE 30,  (DATE OF INCEPTION) TO
                                  SEPTEMBER 30, 2000    SEPTEMBER 30, 1999            2000       SEPTEMBER 30, 2000
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                  <C>              <C>
NET LOSS                               $ (38,119)             $ (246,500)    $ (2,924,078)          $ (2,970,204)

Adjustment to reconcile net loss to
   net cash provided by (used in)
    operating activities:
   Depreciation expense                    3,737                     -             53,208                 56,945
   Interest expense                       54,700                     -            250,000                304,700
   Extraordinary item - legal judgement      -                       -          1,938,002              1,938,002
   Consulting fees                           -                   246,500          493,615                493,615
Changes in assets and liabilities:
   Increase in accounts receivable        (1,239)                    -             (8,815)               (10,054)
   Increase in sundry asset               (1,565)                    -                -                     (537)
   Decrease in note receivable               -                       -            100,000                100,000
   (Decrease) increase in accounts
    payable and accrued liabilities         (399)                    -             (6,208)                18,393
   Increase (decrease) in deposits       (21,065)                    -                -                  (21,065)
-------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)
   operating activities                   (3,950)                    -           (104,276)               (90,205)
-------------------------------------------------------------------------------------------------------------------
Investing activities:
   Increase (decrease) in promissory note    726                     -             95,069                 (4,205)
   Advances from (to) affiliates, net      4,233                     -             15,201                 19,434
-------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)
   investing activities                    4,959                     -            110,270                 15,229
-------------------------------------------------------------------------------------------------------------------
Financing activities:
   Issuance of stock                         -                       -                -                   80,000
   Loan payable to related party           1,023                     -                -                    3,007
-------------------------------------------------------------------------------------------------------------------
Net cash provided by financing
   activities                              1,023                     -              5,994                 83,007
-------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH PRIOR TO EFFECT
   OF EXCHANGE RATE ON CASH                2,032                     -              5,994                  8,031

EFFECT OF EXCHANGE RATE ON CASH              -                       -             (5,410)                (5,410)
-------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH                       2,032                     -                584                    -

CASH AT BEGINNING OF PERIOD                  584                     -                -                      -
-------------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD                 $    2,616             $       -      $         584          $       2,616
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>


SUPPLEMENTAL DISCLOSURES:

The Company had no cash equivalents at September 30, 2000 and 1999.

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

The Company acquired all the stock of i-Transaction.net, Inc. and Dynamic
Visions, Ltd. for stock as follows:

<TABLE>
<CAPTION>
                                              Total       Value of
   COMPANY ACQUIRED                   SHARES ISSUED    ACQUISITION
   ----------------                   -------------   ------------
<S>                                   <C>              <C>
   i-Transaction.net. Inc.            1,000,000       $ 250,000
   Dynamic Visions. Ltd.                700,000       $ 175,000
   Athon Graphics and Marketing Inc.     14,742       $ 141,388
</TABLE>



<PAGE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
-------------------------------------------------------------------------------




1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

     On October 26, 1999 Phoenix Summus Corp. changed its name to
     i-Transaction.net Inc. ("the Company"). In January of 1999, the Company was
     reincorporated in the State of New Jersey and re-established itself as a
     development stage company. The Company's primary business activities relate
     to developing, selling, and managing web-based database solutions software.
     The Company through its subsidiaries will assist in the development,
     marketing, and sales of its proposed acquisition of the e-commerce software
     currently owned by ePass Canada.com, Inc. (See Note 11).

     GOING CONCERN

     The accompanying consolidated financial statements have been presented in
     accordance with generally accepted accounting principles, which assume the
     continuity of the company as a going concern. However, during the year
     ended June 30, 2000 and the three month period ended September 30, 2000,
     the Company experienced, and continues to experience going concern and
     liquidity problems. The Company has incurred a net loss of $(2,924,078) and
     net income of ($38,119) for the year ended June 30, 2000 and three month
     period ended September 30, 2000, respectively. The loss for the year ended
     June 30, 2000 is primarily related to a judgment that was entered against
     Phoenix Summas Corporation, which was the corporate name prior to the name
     change that occurred October 1999 (see Note 7). The Company's consolidated
     financial position also reflects a working capital deficiency of
     $(2,554,191) and a stockholders' deficiency of $(2,369,263) as of September
     30, 2000.

     These conditions raise substantial doubt as to the ability of the Company
     to continue as a going concern.

     Management's plans with regard to these matters encompass the following
actions:

1.       The Company has retained legal counsel to vigorously defend the
         judgment entered against Phoenix Summas Corporation.

2.       The Company plans to raise equity from private placements of its common
         stock, and plans to sell additional shares of common stock in a
         proposed public offering. From the proceeds of these anticipated
         offerings the Company plans to pay outstanding liabilities, continue to
         spend on research and development of its proprietary software, and
         continue to explore acquiring potentially profitable technology related
         companies.

     BASIS OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
     and its wholly owned subsidiaries Dynamic Visions Ltd., i-Transaction.net
     Inc., a Bahamian Corporation and Athon Graphics and Marketing Inc. All
     inter-company balances and transactions have been eliminated on
     consolidation.


<PAGE>



I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)


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


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Cont'd.)

     REVENUE RECOGNITION

     Revenue from the sale of products is recognized at the time of shipment.
     Revenue from consulting services is recognized when the services are
     rendered in accordance with the terms of the related agreements. Revenue
     from Orion Game System Shared Revenue Contracts is recognized when earned
     on an accrual basis.

     EQUIPMENT

     Equipment is recorded at cost and are being depreciated on the
     straight-line method over their estimated useful lives which approximates
     five years.

     FOREIGN CURRENCY TRANSLATION

     The accounts of the Company's Canadian subsidiary are translated in
     accordance with Statement of Financial Accounting Standard No. 52, which
     requires that foreign currency assets and liabilities be translated using
     the exchange rates in effect at the balance sheet date. Results of
     operations are translated using the average rates prevailing throughout the
     period. The effects of unrealized exchange rate fluctuations on translating
     foreign currency assets and liabilities into U.S. dollars are accumulated
     as the cumulative translation adjustment in shareholders' equity.

     ESTIMATES

     The preparation of financial statements in accordance with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amount of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amount of revenues and expenses
     during the reported period. Actual results could differ from these
     estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts of the Company's financial statements approximates
     fair value because of their short-term maturities. The Company does not
     hold or issue financial instruments for trading purposes nor does it hold
     or issue interest rate or leveraged derivative financial instruments.

     NET LOSS PER SHARE

     In February 1997, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 128, "Earnings Per Share." SFAS No. 128 supersedes and simplifies
     the existing computational guidelines under Accounting Principles Board
     ("APB") Opinion No. 15, "Earnings Per Share".


     The statement is effective for financial statements issued for periods
     ending after December 15, 1997. Among other changes, SFAS No. 128
     eliminates the presentation of primary earnings per share and replaces it
     with basic earnings per share for which common stock equivalents are not
     considered in the computation, it also revised the computation of diluted
     earnings per share. The Company has adopted SFAS No. 128 and there is no
     material impact to the Company's earnings per share, financial condition,
     or results of operations. The Company's earnings per share have been
     restated for all periods presented to be consistent with SFAS No. 128.


<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
-------------------------------------------------------------------------------


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Cont'd.)

     NET LOSS PER SHARE - (cont'd.)

     The basic loss per share is computed by dividing the net loss for the
     period by the weighted average number of common shares outstanding for the
     period. When present, common stock equivalents are excluded from the
     computation if their effect would be anti-dilutive. Shares issued at
     inception are considered to be outstanding for the entire period
     presented.

     RECENT PRONOUNCEMENTS

     SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for
     all items that are to be recognized under accounting standards as
     components of comprehensive income to be reported in the financial
     statements. This statement is effective for all periods beginning after
     December 15, 1997 and reclassification of financial statements for earlier
     periods will be required for comparative purposes. To date, the Company has
     not engaged in transactions which would result in any significant
     difference between its reported net loss and comprehensive net loss as
     defined in the statement.

     In June 1998, the Financial Accounting Standard Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
     for Derivative Instruments and Hedging Activities". In June 1999, the FASB
     issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
     Activities - Deferral of the effective date of FASB Statement No. 133",
     which deferred the required date of adoption of SFAS No. 133 for one year,
     to fiscal years beginning after June 15, 2000. This Standard is not
     applicable for the Company's year ended June 30, 2000.

2.   EQUIPMENT

     Equipment consists of the following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------

                                                                          Accumulated          Net Book
                                                          Cost           Depreciation             Value
------------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                  <C>

      Equipment (Dynamic Acquisition)                 $ 21,637               $ 15,642         $   5,995
      Orion Game Systems                                64,351                 39,898            24,453
------------------------------------------------------------------------------------------------------

                                                      $ 85,988               $ 55,540          $ 30,448
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
</TABLE>


3.   NOTES PAYABLE

a.            The operating loan is secured by a personal guarantee and a
              postponement and assignment of claim from one of the shareholders
              of the Company's parent.

b.            This loan is currently in default. The lender has released the
              personal guarantees of certain shareholders of the Company's
              parent in exchange for a cash payment from the shareholders. The
              shareholders have agreed not to seek repayment from the Company of
              the cash payment.


<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
-------------------------------------------------------------------------------



4.        LOANS PAYABLE, RELATED PARTY

          The loans payable related party, consisting of advances for working
          capital, are non-interest bearing and contain no fixed terms of
          repayment.

5.        ACQUISITIONS

      a. On September 29, 1999 the Company acquired 100% of the outstanding
         common stock of i-Transaction.net Inc., a Bahamian Corporation, from a
         related party, by issuing 1,000,000 shares of common stock which were
         issued and subject to Rule 144 of Securities and Exchange Act of 1933.
         The acquisition was accounted for under the purchase method of
         accounting, and accordingly, the results of operations will be included
         in the results of operations for the Company from the date of
         acquisition.

         In determining the value of the purchase of ITNI, it is appropriate to
         use the quoted market price of the shares of the Company at the time of
         acquisition if the shares reflected the fair value of the Company. As
         the Company was a development stage Company at the time of acquisition,
         the fair value of the Company was nominal and thus the market value of
         the shares of the Company were discounted in determining the purchase
         price. Accordingly, the shares were valued at $.25 per share and the
         excess over the net assets acquired, approximating $246,500, were
         charged to consulting fees, as the value of the intangible assets,
         primarily consisting of a tradename, contact base, and the business
         location could not be determined at this time.

      b. On November 15, 1999 the Company acquired 100% of Dynamic Visions, Ltd.
         ("Dynamic"), an Ontario, Canada corporation for 700,000 shares of
         common stock of the Company which were issued subject to Rule 144 of
         the Securities and Exchange Act of 1933. The acquisition was accounted
         for under the purchase method of accounting, and accordingly, the
         results of operations will be included in the results of operations for
         the Company from the date of acquisition.

         In determining the value of the purchase of Dynamic, it is appropriate
         to use the quoted market price of the shares of the Company at the time
         of acquisition if the shares reflected the fair value of the Company.
         As the Company was a "shell Company" at the time of acquisition, the
         fair value of the Company was nominal and thus the market value of the
         shares of the Company were discounted in determining the purchase
         price. Accordingly, the shares were valued at $.25 per share and the
         excess over the net assets acquired, approximating $247,115, were
         charged to consulting fees, as the value of the intangible assets,
         primarily consisting of propriety software and personnel, could not be
         determined at this time.





<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
-------------------------------------------------------------------------------


5.      ACQUISITIONS - (Cont'd.)

     c. Phoenix Summas Corporation (prior name of Company) filed for
        bankruptcy protection in the Dominion of Melchizekek under Chapter 11
        of the Karitane Bankruptcy Code. Karitane and the entire Dominion of
        Melchizedek adopted the entirety of the United States Federal
        Bankruptcy laws in 1991. As a result of the reorganization, the
        Company emerged with its sole asset being 13,500,000 shares of Sky
        Scientific, Inc. preferred stock, which has no value and was written
        off and not reflected in the accompanying financial statements. As
        part of the plan, the Company executed a 110:1 share reverse split,
        with no shareholder to receive fewer than 20 shares after the split.
        Creditors (other than the former transfer agents' debt, which the
        Company assumed to pay in the future and satisfied) received 1,581
        shares of common stock in 1997, 145,930 shares of common stock in
        1998 and 5,000 shares of common stock in 1999 on a post-consolidated
        basis.

     d. On March 1, 1999 the Company's Board of Directors approved a 200:1 share
        reverse split, with no shareholder to receive fewer than 50 shares after
        the split. All share and per share data included in these financial
        statements were restated to reflect the effect of the stock split.

     e. On May 20, 1999 the Company issued 10,000,000 shares at $0.01 share
        under a Rule 504 offering which was satisfied by the issuance of
        promissory notes, totalling $100,000, by the recipients of the stock.
        The notes bear interest at 5% per annum and were due May 1, 2000. These
        notes have been paid in full.

        On September 18, 2000, the Company acquired 100% of Athon Graphics and
        Marketing Inc. for $101,351 by issuing 14,742 shares and assuming net
        liabilities of $40,037. The acquisition will be accounted for under the
        purchase method of accounting, and accordingly the results of operations
        will be included in the operating results of the Company from the date
        of acquisition. The Company expects that the entire purchase price will
        be allocated to goodwill.

6.   INCOME TAXES

     Deferred income taxes may arise from temporary differences resulting from
     income and expense items reported for financial accounting and tax purposes
     in different periods. Deferred taxes are classified as current or
     non-current depending on the periods in which the temporary differences are
     expected to reverse. The deferred tax asset related to the operating loss
     carry forward has been fully reserved, due to the inability at this time to
     predict whether the company will have future income to offset against these
     loss carry forwards. On September 30, 2000, the Company had approximately
     $3,400,000 of net loss carry forwards which are available through the year
     2015.

7.   LEGAL PROCEEDINGS

     During 1999, a judgment was entered against Phoenix Summas Corporation
     (See Note 1) in the Fresno County Superior Court for the State of
     California. Sue B. Jones, an unrelated third party, against Harold Blethen,
     a former director of Phoenix Summas Corporation, brought the case. The
     lawsuit stemmed from an alleged real estate transaction involving the
     former director and the plaintiff. The Company has alleged that it was not
     a party to this transaction. In November 1999, based on the judgment
     entered against Phoenix Summas Corporation, the Company recorded a pretax
     charge of $1,938,000 to reserve for this judgment and at year-end recorded
     an additional $304,700 for accrued interest and other related costs. This
     charge has been reflected as an extraordinary item in the accompanying
     consolidated statement of operations and as a current liability in the
     accompanying consolidated balance sheet for the year ended September 30,
     2000.


<PAGE>

I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)





7.       LEGAL PROCEEDINGS - (Cont'd.)

         The Company has retained legal counsel and is currently vigorously
         defending this judgement. Legal counsel is currently attempting to set
         aside the entry of default and default judgement. The Company believes
         that the judgement may be reversed, but at this time the probability
         of reversal cannot be determined.


8.       SEGMENT INFORMATION

         The Company currently operates its business in one segment that of
         producing and servicing 3-D arcade games. This segment accounts for
         100% of the revenues for the year ended June 30, 2000.


9.       RELATED PARTY TRANSACTIONS

      a. The Company has an agreement to market and distribute products
         developed or constructed by Dynamic Visions Development Corporation, a
         private corporation. The shareholders (including several key employees)
         of Dynamic Visions Development Corporation are also shareholders of
         i-Transaction.net Inc., the parent company of Dynamic Visions Ltd.
         Certain of the employees/shareholders of Dynamic Visions Development
         Corporation have provided administrative and sales support services to
         Dynamic Visions Ltd. without charge during the period. The cost of
         these services have not been accrued in the accompanying financial
         statements.

      b. The Company is in the process of acquiring the E-Pass software from a
         related party for $2,200,000 (See Note 11).

10.      PRIOR PERIOD ADJUSTMENT

         The Company acquired 100% of Forum Energy, Inc. ("Forum") from Pilares
         Oil and Gas Inc. ("Pilares") on March 13, 1997 for 50,000
         post-consolidated shares of common stock, (10,000,000 pre-consolidated
         shares of common stock) valued at $278,028,827 and par value of
         $10,000. On February 9, 1998 the Company returned the Oil and Gas
         properties owned by Forum to Pilares as per terms of an agreement. In
         return, the Company was to receive 45,000 post-consolidated shares of
         common stock (9,000,000 pre-consolidated shares of common stock). The
         Company has not received the shares and does not intend on pursuing the
         matter. Paid-in-capital as of June 30, 1998 has been restated to
         reflect the write-off of this investment.



<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
-------------------------------------------------------------------------------



11.  COMMITMENTS

     On February 23, 2000 the Company acquired, subject to certain
     contingencies in the acquisition agreement, 100% of the issued and
     outstanding common shares of ePass Canada.com Inc. ("ePass") from a related
     party for $2,200,000. The acquisition will be accounted for under the
     purchase method of accounting and accordingly the results of operations
     will be included in the results of the Company from the date of
     acquisition. ePass owns the software product ePass which is an integrated
     data and knowledge product. The purchase is not reflected in the
     accompanying financial statements until such time as the contingency clause
     is satisfied. The closing of this transaction and the satisfaction of the
     promissory note will occur upon 1.) the valuation of ePass Canada.com,
     Inc., 2.) a valuation of the ePass software, and/or 3.) completion of a
     successful financing that would allow full payment for the purchase price
     of the shares of the corporation.





<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Dynamic Visions Sales

For the period ended September 30, 2000 Dynamic had sales of $37,206. These
sales consisted of revenues from three gaming systems that have been placed in
use at a Dave & Busters location in Toronto, Ontario and from several
development contracts that Dynamic has been awarded, including contracts to
develop simulation software that will be used to train Canadian military
personnel in the use of certain weapons systems.

The Company intends to continue its efforts to sell Orion Game Systems to family
entertainment centers and arcade venues. The Company is enhancing the game play
and is developing new virtual reality input devices.

The Company also will seek development contracts from private entities and the
Canadian military. The Company already develops simulation software for the
Canadian military.

ePass Canada Sales

In March 2000, the Company entered into an agreement to purchase ePass Canada
and began enhancing the ePass software that company had developed. The Company
has not completed that transaction as it is contingent upon an independent
valuation of ePass Canada and the ePass software and/or financing to satisfy the
purchase price. ePass Canada derives its revenue from licensing its software and
sharing in revenue generated by ePass enabled sites. During the quarter ended
September 30, 2000 the Company sold no ePass licenses and derived no revenue
from the ePass software.

The Company will use sales staff in both Canada and the United States to seek
licensees for the software. Licensees will be customer service oriented
companies who will purchase a license for ePass software. The Company will also
customize the software to meet customer needs.


COSTS AND EXPENSES

Costs of Sales

For the quarter ended September 30, 2000 the Company had revenues of $37,206 and
the cost of sales was $5,620. The Company did not have any sales in fiscal 1999
or in the year ago quarter. All the Company's sales were derived from its
Dynamic Visions subsidiary. Likewise, all the costs of sales are attributable to
Dynamic Visions.

Selling, General and Administrative

The company had selling, general and administrative expenses of $15,005 for
the quarter needed September 30, 2000 as compared to SG&A expenses of $8,007 in
the previous fiscal year. There were no SGA expenses in the year ago quarter.
The increase in SG&A expense is due to the acquisition of Dynamic Visions and
expansion in anticipation of the closing of the ePass acquisition.


Interest Expense


<PAGE>

The Company accrued interest in the amount of $54,700. This represents accrued
interest on the judgment against the Company in the amount of $1.93 million, and
other related costs.

Capital Expenditures and Depreciation

The Company had no capital expenditures during the quarter ended September 30,
2000.


Research and Development

The company had no research and development costs for the fiscal
period. In the prior fiscal year there were research and development costs of
$68,000. There were no funds expended for research and development in the
year-ago quarter.

Liquidity and Capital Resources

The following table presents a summary of the Registrants cash flows for the
last two fiscal years:



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                              Quarter Ended September 30, 2000       Quarter Ended September 30, 1999
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
Net Cash Provided (required) by                                         $3,950                                     --
operating activities
----------------------------------------------------------------------------------------------------------------------
Net Cash Provided (used) by investing                                   $4,959                                     --
activities
----------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing                                   $1,023                                     --
activities
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                                         $2,032                                     --
----------------------------------------------------------------------------------------------------------------------
</TABLE>



The Company has relied on loans from shareholders to meet its cash needs and
plans to raise additional funds through placement of the Company's common stock.



<PAGE>


                                     PART II

Item 1.           Legal Proceedings

                  In March 2000 the company became aware of a judgment entered
against a Phoenix Summas Corp., which would appear to be a similar name to the
former name of the company, Phoenix Summus Corp. that was filed in California in
1999. The judgment in the amount of $1,938,002 was the result of a default being
entered against the Company in the case of Sue B. Jones v. Harold Blethen, ET
AL. Case No. 5634126, Fresno County Superior Court (California). The Company was
not aware that any lawsuit had been initiated against it and disavows any claim
made by the Plaintiff in that case. The Company is vigorously defending against
this claim.

Item 2.  Change in Securities and Use of Proceeds

         None.

Item 3.  Default Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      EXHIBIT INDEX

Exhibit
  No.    Description.

  27     Financial Data Schedule

(b) No reports on Form 8-K have been filed for the period ended September 30,
2000.


<PAGE>



SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

         i-transaction.net, inc.




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

In accordance with the Exchange Act, this report has been signed below by the
folowing persons on behalf of the registrant and in the capacities and on the
dates indicated.

By: /s/ DAVID BRUCE
    -----------------------------------
        David Bruce, President/Director

By: /s/ THOMAS WEISNER
    -------------------------
        Thomas Weisner, CEO

By: /s/ STAFFORD GREENE
    -------------------------
        Stafford Greene, CFO

By: /s/ JOANNE BROEDERS
    -----------------------------
        Joanne Broeders, Director