<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      March 31, 2001


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)

      2011 Dundas Street East suite 103, Mississagua, Ont     L4X 1M2
           (Address of principal executive offices)          (Zip Code)

                                 (905) 629-0934
              (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 May 15, 2001




                        This document contains 26 pages.


<PAGE>


                             i-TRANSACTION.NET, INC.
                                AND SUBSIDIARIES
                                      INDEX

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

                                                                       PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheet for March 31, 2001 .......................3

         Consolidated Statement of Operations for the six
          months ended march 31, 2001 and 2000................................4

         Consolidated Statement of Cash Flows for the nine
          months ended March  31, 2001 and 2000...............................5

         Notes to Consolidated Financial Statements...........................9


Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations......................19


PART II. OTHER INFORMATION

         SIGNATURES..........................................................22



<PAGE>


i-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2001
(UNAUDITED)
-------------------------------------------------------------------------------


ASSETS

CURRENT ASSETS:
   Cash                                                        $            440
   Accounts receivable, net                                              12,143
   Sundry assets                                                          8,338
-------------------------------------------------------------------------------

Total current assets                                                     20,921

Equipment, net                                                           21,574

Goodwill                                                                141,388

Other assets                                                              3,500
-------------------------------------------------------------------------------

TOTAL ASSETS                                                      $     187,383
-------------------------------------------------------------------------------

LIABILITIES

CURRENT LIABILITIES:
   Notes payable                                                  $     107,600
   Accounts payable and accrued liabilities                           2,486,049
   Customer deposits                                                      1,205
   Loans payable, related payable                                       127,819
-------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                             2,722,673
-------------------------------------------------------------------------------

STOCKHOLDERS' DEFICIENCY

Common stock, $.001 par value, 200,000,000 shares
  authorized; 11,928,353 shares issued and outstanding                   83,084
Additional paid-in-capital                                            2,905,669
Cumulative translation adjustment                                         6,806
Deficit accumulated during development stage                        (5,530,849)
-------------------------------------------------------------------------------

Total stockholders' deficiency                                      (2,535,290)
-------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    $     187,383
-------------------------------------------------------------------------------




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 NINE AND THREE MONTH PERIODS ENDED
MARCH 31, 2001
(UNAUDITED)

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

                                             NINE MONTH      NINE MONTH     THREE  MONTH    THREE MONTH      FEB. 28, 1997
                                            PERIOD ENDED    PERIOD ENDED    PERIOD ENDED   PERIOD ENDED  (DATE OF INCEPTION)
                                          MARCH 31, 2001   MARCH 31, 2000  SEPT. 30, 2000  SEPT. 30, 1999   TO DEC. 31, 2000
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>           <C>         <C>              <C>
Sales                                      $    94,146       29,934        $ 20,979    $    1,707       $     121,526

Cost of sales                                   24,333        4,649          19,103           836              71,467
---------------------------------------------------------------------------------------------------------------------------

Gross profit                                    69,813       25,285           1,876           871              50,059
---------------------------------------------------------------------------------------------------------------------------

General, selling, and administration expense   230,194      159,162         120,626        33,458             375,433

Interest                                       125,000        1,817          62,500         1,817             375,000

Research and development                           -                           -              -                68,000

Consulting fees                                    -                           -              -               493,615
---------------------------------------------------------------------------------------------------------------------------

                                               355,194      160,979         183,126        35,275           1,312,048
---------------------------------------------------------------------------------------------------------------------------

Loss from continuing operations before
   extraordinary item                         (285,381)    (135,694)       (181,250)      (34,404)         (1,261,989)

EXTRAORDINARY ITEM:

Legal judgment, net of  $761,247 tax benefit       -     (1,938,002)            -             -            (1,176,755)
--------------------------------------------------------------------------------------------------------------------------

Loss before provision for income taxes        (285,381)  (2,073,696)       (181,250)      (34,404)         (2,438,744)

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

NET LOSS                                    $ (285,381)  (2,073,696)     $ (181,250)    $ (34,404)       $ (3,199,991)
--------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

OTHER COMPREHENSIVE LOSS:

Foreign currency translation, net                2,136          -               -             -                (5,410)

COMPREHENSIVE LOSS                          $ (287,517)  (2,073,696)     $ (181,250)    $ (34,404)       $ (3,205,401)
--------------------------------------------------------------------------------------------------------------------------


PER SHARE INFORMATION FOR THE PERIOD ENDED MARCH 31, 2001:

   Income (loss) per share from continuing operations     $ (0.019)
--------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

   Basic net income (loss) per share                       (0.019)
--------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

   Weighted average number of
     Shares                                            14,780,953
---------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</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>                    <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

Shares issued for services         250,000          50,825              -                -              50,825


Shares issued for services         100,000          20,330              -                -              20,330

Shares issued "in trust" for
The acquisition of Epass        10,000,000               -              -                -                   -

Loss from operations for the
   Nine Month Period ended
   March 31, 2001                        -               -              -         (287,517)           (287,517)
-------------------------------------------------------------------------------------------------------------------

MARCH  31, 2001                 22,278,353        $ 83,084   $  2,905,670      $(5,530,849)      $  (2,547,505)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</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 NINE AND THREE MONTH PERIODS ENDED
MARCH 31, 2001
(UNAUDITED)

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

                                       NINE MONTH      NINE MONTH      THREE  MONTH    THREE MONTH      FEB. 28, 1997
                                     PERIOD ENDED    PERIOD ENDED      PERIOD ENDED   PERIOD ENDED (DATE OF INCEPTION)
                                    MARCH 31, 2001 MARCH 31, 2000    SEPT. 30, 2000 SEPT. 30, 1999   TO DEC. 31, 2000
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>                 <C>           <C>
NET LOSS                              $ (287,517)     (2,073,696)     $ (181,250)         (34,404)      $ (3,173,156)

Adjustment to reconcile net loss to
   net cash provided by (used in)
    operating activities:
   Depreciation expense                   10,984           6,452           3,768            4,632             59,272
   Interest expense                      125,000                          62,500              -              375,000
   Extraordinary item - legal judgement      -                               -                -            1,938,002
   Consulting fees                           -                               -                -              493,615
Changes in assets and liabilities:
   Changes in non-cash working capital   (41,908)      1,960,853          48,659           47,727            112,032
--------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in)
   operating activities                 (193,441)       (106,391)        (66,323)          17,955           (195,235)
--------------------------------------------------------------------------------------------------------------------

Investing activities:
   Increase (decrease) in promissory note 12,531        (100,000)            -            100,000             29,216
    Capital expenditures                       -          47,981               -                -                  -
   Goodwill                                    -          72,815             -                  -                  -
Advances from (to) affiliates, net        13,825               -           9,592          (16,912)            29,026
--------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in)
   investing activities                   26,356         (20,796)          9,592           83,088             58,242
--------------------------------------------------------------------------------------------------------------------

Financing activities:
   Notes payable                               -               -          (5,739)             -                  -
   Bank loan                                   -         107,231               -              -                  -
   Bank indebtedness                           -          20,270               -              -                  -
   Issuance of stock                      71,155           4,200              -               -               80,000
   Loan payable to related party          95,786          95,103          59,854              -               62,403
--------------------------------------------------------------------------------------------------------------------

Net cash provided by financing
   activities                            166,941         226,804          54,115              -              142,403
--------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH PRIOR TO EFFECT
   OF EXCHANGE RATE ON CASH                 (144)         99,617          (2,616)         101,043              5,410

EFFECT OF EXCHANGE RATE ON CASH              -                 -             -                -               (5,410)
--------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                        (144)         99,917          (2,616)         101,043                -

CASH AT BEGINNING OF PERIOD                  584               -           2,616              -                  -
--------------------------------------------------------------------------------------------------------------------

CASH AT END OF PERIOD               $        440    $     99,917 $           -          $ 101,043   $             -
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>


SUPPLEMENTAL DISCLOSURES:

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:

                                       Total       Value of
   COMPANY ACQUIRED            SHARES ISSUED    ACQUISITION

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

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


<PAGE>


i-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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 nine month period ended March 31, 2001 and the six month
         period ended December 31, 2000, the Company experienced, and continues
         to experience going concern and liquidity problems. The Company has
         incurred a net loss of $(287,517) and net loss of ($249,078) for the
         nine month period ended March 31, 2001 and Six Month Period ended
         December 31, 2000, respectively. The Company's consolidated financial
         position also reflects a stockholders' deficiency of $(2,618,660) as of
         March 31, 2001. The stockholder's deficiency is the result of a
         judgement that was entered against Phoenix Summas Corporation, which
         was the corporate name prior to the name change that occurred October
         1999. (See note 7).

         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 E-Pass Digital
         Communications Inc. (formerly 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
MARCH 31, 2001
(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 hare 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
MARCH 31, 2001
(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:

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

                                                  Accumulated          Net Book
                                  Cost           Depreciation             Value
         -----------------------------------------------------------------------

         Equipment            $ 22,155               $ 14,478         $   8,166
          Orion Game Systems    60,420                 46,523            13,897
         ----------------------------------------------------------------------

                              $ 82,575               $ 61,001          $ 21,574
         ----------------------------------------------------------------------
         ----------------------------------------------------------------------


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. The 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
MARCH 31, 2001
(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
MARCH 31, 2001
(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 E-Pass Digital
            Design Inc. (formerly 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 March 31, 2001,
         the Company had approximately $3,700,000 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 $375,000 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.


<PAGE>


i-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(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 March 31,2001.


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
MARCH 31, 2001
(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. On January 12, 2001 the Company issued 10,000,000
         restricted shares "in trust" in anticipation of the closing this
         transaction.



<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

DYNAMIC VISIONS SALES

For the nine month period ended March 31, 2001 Dynamic had sales of $94,146 as
compared to $29,934 in the same period in 2000. These sales consisted of
revenues from three gaming systems that have been placed in use at a Dave &
Busters location in Toronto, Ontario, royalties payable to DVL and from several
development contracts that Dynamic has been awarded.

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.


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.

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 nine months ended March 31, 2001 the Company's cost of sales was
$24,333. 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 $230,194 for
the nine months ended March 31, 2001 as compared to SG&A expenses of $159,162 in
the year ago period. The increase was due to the addition of new programmers and
sales personnel in anticipation of the completion of the acquisition of ePass
Canada.


INTEREST EXPENSE

The Company accrued interest in the amount of $125,000. 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 March 31, 2001.


RESEARCH AND DEVELOPMENT

The company had no research and development costs for the fiscal period.


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

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


<TABLE>
<CAPTION>

                                                            Nine Months Ended                      Nine Months Ended
                                                               March 31, 2001                         March 31, 2000
<S>                                                          <C>                                   <C>
Net Cash Provided (required) by                                     $(193,441)                             $(106,391)
operating activities
Net Cash Provided (used) by investing                                  $26,356                              $(20,796)
activities
Net cash provided (used) by financing                                 $166,941                                226,804
activities
Net increase (decrease) in cash                                         $(144)                                $99,617
</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.

PLAN OF OPERATION

The Company intends to complete its acquisition of ePass Canada in the fourth
fiscal quarter and concentrate on continued development of the ePass Operating
System and the roll-out of its Tourism web site application.


<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

(b) The Company did not file any reports on Form 8-K during the quarter.


<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
following 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