<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)

21 Four Seasons Place, Suite 520, Toronto 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

-------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     PAGE  NO.
<S>      <C>                                                            <C>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheet for December 31, 2000 ...............3

         Consolidated Statement of Operations for the six
          months ended December 31, 2000 and 1999........................4

         Consolidated Statement of Cash Flows for the six
          months ended December 31, 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
</TABLE>





<PAGE>






I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

FOR THE SIX MONTH PERIOD ENDED
DECEMBER 31, 2000













<PAGE>




                             I-TRANSACTION.NET INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                   (UNAUDITED)

                                    CONTENTS



<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                              <C>
CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheet                                                           2

         Statements of Operations                                                3

         Statements of Stockholders' Equity                                      4

         Statements of Cash Flows                                                5

Notes to Consolidated Financial Statements                                       6-12
</TABLE>








<PAGE>


I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2000
(UNAUDITED)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                      DECEMBER 31,          June 30,
----------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>
ASSETS

CURRENT ASSETS:
   Cash                                                                          -      $       584
   Accounts receivable, net                                                 27,589            8,815
   Sundry assets                                                             7,716                -
----------------------------------------------------------------------------------------------------
Total current assets                                                        35,305            9,399
Equipment, net                                                              26,716           32,780
Goodwill                                                                   141,388                -
Due from affiliates                                                              -           13,825
Other assets                                                                 3,500            3,500
----------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                           $   206,909      $    59,504
----------------------------------------------------------------------------------------------------
LIABILITIES

CURRENT LIABILITIES:
   Notes payable                                                       $   129,216       $   95,069
   Accounts payable and accrued liabilities                              2,554,870        2,333,697
   Customer deposits                                                        10,135           31,200
   Loans payable, related party                                             92,910           32,033
----------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                2,787,131        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                            (5,492,410)      (5,243,332)
----------------------------------------------------------------------------------------------------
Total stockholders' deficiency                                          (2,580,222)      (2,432,495)
----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         $   206,909       $   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 SIX MONTH PERIOD ENDED
DECEMBER 31, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                             FEBRUARY 28, 1997
                                                      DECEMBER 31,     DECEMBER 31,         JUNE 30,    (DATE OF INCEPTION) TO
                                                              2000             1999             2000         DECEMBER 31, 2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>              <C>                       <C>
Sales                                                  $    53,927      $     1,707      $    67,239               $   137,887
Cost of sales                                               19,951              836           51,516                    71,467
------------------------------------------------------------------------------------------------------------------------------
Gross profit                                                34,336              871           15,723                    50,059
------------------------------------------------------------------------------------------------------------------------------
General, selling, and administration expense               158,414           43,717          190,184                   375,433
Interest                                                   125,000            1,817          250,000                   375,000
Research and development                                        --               --           68,000                    68,000
Consulting fees                                                 --               --          493,615                   493,615
------------------------------------------------------------------------------------------------------------------------------
                                                           283,414           45,534        1,001,799                 1,312,048
------------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations before
   extraordinary item                                     (249,078)         (44,663)        (986,076)               (1,261,989)
EXTRAORDINARY ITEM:
Legal judgment, net of  $761,247 tax benefit                    --               --       (1,176,755)               (1,176,755)
------------------------------------------------------------------------------------------------------------------------------
Loss before provision for income taxes                    (249,078)         (44,663)      (2,162,831)               (2,438,744)
Provision for income taxes                                      --               --         (761,247)                 (761,247)
------------------------------------------------------------------------------------------------------------------------------
NET LOSS                                               $  (249,078)     $   (44,663)     $(2,924,078)              $(3,199,991)
------------------------------------------------------------------------------------------------------------------------------
OTHER COMPREHENSIVE LOSS:
Foreign currency translation, net                               --               --           (5,410)                   (5,410)
COMPREHENSIVE LOSS                                     $  (249,078)     $   (44,663)     $(2,929,488)              $(3,205,401)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


PER SHARE INFORMATION FOR THE PERIOD ENDED DECEMBER 31, 2000:
<TABLE>
<CAPTION>
<S>                                                    <C>
   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>                  <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
   Six Month Period ended
   December 31, 2000                                     -             -                -       (249,078)          (249,078)
----------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 2000                               11,928,353      $ 11,929       $2,905,670    $(5,492,410)       $(2,580,221)
----------------------------------------------------------------------------------------------------------------------------
</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 SIX MONTH PERIOD ENDED
DECEMBER 31, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                 SIX MONTH           SIX MONTH         YEAR ENDED      FEBRUARY 28, 1997
                                              PERIOD ENDED        PERIOD ENDED           JUNE 30,  (DATE OF INCEPTION) TO
                                         DECEMBER 31, 2000   DECEMBER 31, 1999               2000     DECEMBER 31, 2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>               <C>                   <C>
NET LOSS                                        $ (249,078)        $ (44,663)        $ (2,924,078)         $ (3,173,156)

Adjustment to reconcile net loss to
   net cash provided by (used in)
    operating activities:
   Depreciation expense                              6,064             4,632               53,208               59,272
   Interest expense                                125,000                 -              250,000               375,000
   Extraordinary item - legal judgement                  -                 -            1,938,002             1,938,002
   Consulting fees                                       -                 -              493,615               493,615
Changes in assets and liabilities:
   Changes in non-cash working capital               8,581            52,359               84,977               112,032
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)
   operating activities                           (109,433)           12,328             (104,276)             (195,235)
--------------------------------------------------------------------------------------------------------------------------
Investing activities:
   Increase (decrease) in promissory note           34,147           100,000               95,069                29,216
   Advances from (to) affiliates, net               13,825           (11,825)              15,201                29,026
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)
   investing activities                             47,972            88,715              110,270                58,242
--------------------------------------------------------------------------------------------------------------------------
Financing activities:
   Issuance of stock                                     -                 -                    -                80,000
   Loan payable to related party                    60,877                 -                    -                62,403
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing
   activities                                       60,877                 -                5,994               142,403
--------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH PRIOR TO EFFECT
   OF EXCHANGE RATE ON CASH                           (584)                -                5,994                 5,410
EFFECT OF EXCHANGE RATE ON CASH                          -                 -               (5,410)               (5,410)
--------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH                                  (584)          101,043                  584                     -
CASH AT BEGINNING OF PERIOD                            584                 -                    -                     -
--------------------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD                              $     -       $   101,043           $      584            $        -
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

SUPPLEMENTAL DISCLOSURES:

The Company had no cash equivalents at December 31, 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>

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 year
     ended June 30, 2000 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 $(2,924,078) and
     net loss of ($249,078) for the year ended June 30, 2000 and Six Month
     Period ended December 31, 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
     $(2,751,826) and a stockholders' deficiency of $(2,580,222) as of December
     31, 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 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
DECEMBER 31, 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 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
DECEMBER 31, 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         20,721
----------------------------------------------------------------------------------------
                                                  $ 85,988       $ 55,540       $ 26,716
----------------------------------------------------------------------------------------
</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
DECEMBER 31, 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
DECEMBER 31, 2000
(UNAUDITED)
--------------------------------------------------------------------------------

5.   ACQUISITIONS - (Cont'd.)

     c.   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 December 31, 2000, the Company had approximately
     $3,700,000 of net loss carry forwards which are available through the year
     2015.

7.   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 has retained legal counsel to have the claim set aside.



<PAGE>

I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
(UNAUDITED)
--------------------------------------------------------------------------------


7.   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 December 31, 2000.


8.   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).








<PAGE>

I-TRANSACTION.NET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
(UNAUDITED)
--------------------------------------------------------------------------------


9.   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 six month period ended December 31, 2000 Dynamic had sales of $53,927 as
compared to $1,707 in the same period in 1999. 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
December 31, 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 six months ended December 31, 2000 the Company had revenues of $53,927
and the cost of sales was $19,951. 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 $158,414 for
the six months ended December 31, 2000 as compared to SG&A expenses of $43,717
in the year ago period.


Interest Expense


<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 has retained legal counsel to have the claim set aside.

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

<TABLE>
<CAPTION>
Exhibit
  No.     Description.
<S>       <C>
  27      Financial Data Schedule
</TABLE>

(b) The Company filed a Form 8-K on September 27, 2000 disclosing a change in
auditors. There was no dispute with the prior auditors.




<PAGE>


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 December 31,
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>
-------------------------------------------------------------------------------------------------
                                         Six Months Ended                        Six Months Ended
                                         December 31, 2000                      December 31, 1999
-------------------------------------------------------------------------------------------------
<S>                                             <C>                                       <C>
Net Cash Provided (required)                    $(109,433)                                $12,328
by operating activities
-------------------------------------------------------------------------------------------------
Net Cash Provided (used) by                        $47,972                                $88,715
investing activities
-------------------------------------------------------------------------------------------------
Net cash provided (used) by                        $60,877                                     --
financing activities
-------------------------------------------------------------------------------------------------
Net increase (decrease) in                          $(584)                               $101,043
cash
-------------------------------------------------------------------------------------------------
</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>


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