<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               NIMBUS GROUP, INC. f/k/a TAKE TO AUCTION.COM, INC.
               --------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              FLORIDA                                        65-092433
  -------------------------------                     ----------------------
  (STATE OR OTHER JURISDICTION OF                        (IRS EMPLOYER
   INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

                               5555 ANGLERS AVENUE
                                    SUITE 16
                            FORT LAUDERDALE, FL 33312
                            -------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

         TAKE TO AUCTION.COM, INC. 1999 NON-QUALIFIED STOCK OPTION PLAN
         --------------------------------------------------------------
                            (Full title of the Plan)

                                 ALBERT FRIEDMAN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            TAKE TO AUCTION.COM, INC.
                               5555 ANGLERS AVENUE
                                    SUITE 16
                            FORT LAUDERDALE, FL 33312
                            -------------------------
                     (Name and address of agent for service)

                                 (954) 987-0654
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Keith Wasserstrom, Esq.
                             HOGAN & HARTSON L.L.P.
                            Barclays Financial Center
                        1111 Brickell Avenue, Suite 1900
                                 Miami, FL 33131
                                  305-459-6500

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================
TITLE OF SECURITIES       AMOUNT TO BE       PROPOSED MAXIMUM            PROPOSED         AMOUNT OF
  TO BE REGISTERED         REGISTERED         OFFERING PRICE        MAXIMUM AGGREGATE     REGISTRATION
                                                PER SHARE           OFFERING PRICE(1)     FEE
------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                    <C>                   <C>
  COMMON STOCK,
  $.001 PAR VALUE.....     2,442,857              $8.00              $6,559,745.12        $1,639.94
======================================================================================================
</Table>

                                Page 1 of 6 Pages
                           Exhibit Index at Page II-6

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

(1)  Estimated solely for the purpose of calculating the registration fee, which
     was computed in accordance with Rule 457(h) on the basis of: (a) the
     exercise prices of currently outstanding options, including 10,000 shares
     at $ .40 per share; 123,383 shares at $ .50 per share; 1,225,000 shares at
     $1.01 per share; 157,755 shares at $1.23 per share; 14,500 shares at $4.125
     per share; 652,245 shares at $7.00 per share; and 21,750 shares at $8.00
     per share; and (b) the average of the high and low sale price of the Common
     Stock on October 11, 2001, as reported on the American Stock Exchange, with
     respect to the 238,224 shares of Common Stock subject to future grants of
     options.

<PAGE>

           PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I will be separately
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933 (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                      I-1
<PAGE>

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof as indicated:

                  (a)      the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2000, filed with the Commission
                  on April 2, 2001;

                  (b)      all other reports filed by the Registrant pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act") since the end of fiscal year
                  2000; and

                  (c)      the descriptions of the Registrant's Common Stock and
                  related matters included in the Registrant's Registration
                  Statement on Form 8-A (File No. 000-28245) filed under the
                  Exchange Act, as amended, which incorporates by reference the
                  information set forth under the captions "Description of
                  Capital Stock" and "Dividend Policy" in the Registrant's
                  Registration Statement on Form S-1 (File No. 33-91177) filed
                  under the Act, including any amendments to such descriptions
                  in such Registration Statement.

                  In addition, all documents subsequently filed by the
                  Registrant pursuant to Sections 13(a),13(c), 14 and 15(d) of
                  the Exchange Act, prior to the filing of a post-effective
                  amendment which indicates that all securities offered hereby
                  have been sold or which deregisters all securities then
                  remaining unsold, shall be deemed to be incorporated herein by
                  reference and to be a part hereof from the date of filing of
                  such documents. Any statement contained in a document
                  incorporated or deemed to be incorporated by reference herein
                  shall be deemed to be modified or superseded for purposes of
                  this Registration Statement to the extent that a statement
                  contained herein or in any other subsequently filed document
                  which also is or is deemed to be incorporated by reference
                  herein modifies or supercedes such statement. Any such
                  statement so modified or superseded shall not be deemed,
                  except as so modified or superseded, to constitute a part of
                  this Registration Statement.

                  To the extent that any proxy statement is incorporated by
                  reference herein, such incorporation shall not include any
                  information contained in such proxy statement which is not,
                  pursuant to the Commission's rules, deemed to be "filed" with
                  the Commission or subject to the liability of Section 18 of
                  the Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant has authority under the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
in such statute. The Registrant's Articles of Incorporation provide that the
Registrant shall indemnify its executive officers and directors to the fullest
extent permitted by law either now or hereafter. The Registrant has also entered
into an agreement with each of its directors and certain of its officers wherein
it has agreed to indemnify each of them to the fullest extent permitted by law.
In general, Florida law permits a Florida corporation to indemnify its
directors, officers, employees and agents, and persons serving at the
corporation's request in such capacities for another enterprise against
liabilities arising from conduct that such persons reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.


                                      II-2
<PAGE>

                  At present, there is no pending litigation or proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS

                  See "Exhibit Index" on page II-5 below.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Act;

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

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

                  (2)      That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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

         (c)      Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida on October 1, 2001.

                                      NIMBUS GROUP, INC.
                                      f/k/a TAKE TO AUCTION.COM, INC.


                                      By:     /s/  Albert Friedman
                                         --------------------------------------
                                          Albert Friedman
                                          President and Chief Executive Officer


                                      II-4
<PAGE>

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Albert Friedman and
Mitchell H. Morgan his or her true and lawful attorneys-in-fact, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents to be filed in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

               SIGNATURE                                        TITLE                               DATE
               ---------                                        -----                               ----
<S>                                            <C>                                              <C>
          /s/ Albert Friedman                  President and Chief                              October 1, 2001
---------------------------------------        Executive Officer
            Albert Friedman                    (principal executive officer)

          /s/ Ilia Lekach                      Chairman of the Board                            October 1, 2001
---------------------------------------
            Ilia Lekach


          /s/ Mitchell H. Morgan               Chief Financial Officer and                      October 1, 2001
---------------------------------------        Chief Operating Officer and Director
           Mitchell H. Morgan                  (principal financial officer
                                               and principal accounting officer)

          /s/ Horacio Grossman                 Director                                         October 1, 2001
---------------------------------------
            Horacio Grossman


          /s/ Jonathan Geller                  Director                                         October 1, 2001
---------------------------------------
           Jonathan Geller


          /s/ Hugo Calemczuk                   Director                                         October 1, 2001
---------------------------------------
            Hugo Calemczuk


          /s/ Miguel Cauvi                     Director                                         October 1, 2001
---------------------------------------
            Miguel Cauvi


          /s/ Alan Blaustein                   Director                                         October 1, 2001
---------------------------------------
           Alan Blaustein
</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                                           DESCRIPTION
      -------                                          -----------
      <S>                       <C>
        4.1                     Registrant's 1999 Stock Option Plan

        5.1                     Opinion of Hogan & Hartson L.L.P.

       23.1                     Consent of Deloitte & Touche LLP

       23.2                     Consent of Hogan &  Hartson  L.L.P. (contained in its opinion
                                filed as Exhibit 5.1 hereto)

       24.1                     Power of Attorney is included in the Signatures section of this
                                Registration Statement
</TABLE>

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



                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "g72182s-8.txt", "description": "NIMBUS GROUP, INC. F.K.A. TAKE TO AUCTION.COM", "secsgml_size_bytes": 17981}]
{"company-data": {"conformed-name": "NIMBUS GROUP  INC", "cik": "0001093837", "assigned-sic": "7389", "irs-number": "650924433", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71776", "film-number": "1761004"}, "business-address": {"street1": "5555 ANGLERS AVENUE", "street2": "SUITE 16", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33312", "phone": "954-987-0654"}, "mail-address": {"street1": "5555 ANGLERS AVENUE", "street2": "SUITE 16", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33312"}, "former-company": {"former-conformed-name": "TAKE TO AUCTION COM INC", "date-changed": "19990825"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               NIMBUS GROUP, INC. f/k/a TAKE TO AUCTION.COM, INC.
               --------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              FLORIDA                                        65-092433
  -------------------------------                     ----------------------
  (STATE OR OTHER JURISDICTION OF                        (IRS EMPLOYER
   INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

                               5555 ANGLERS AVENUE
                                    SUITE 16
                            FORT LAUDERDALE, FL 33312
                            -------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

         TAKE TO AUCTION.COM, INC. 1999 NON-QUALIFIED STOCK OPTION PLAN
         --------------------------------------------------------------
                            (Full title of the Plan)

                                 ALBERT FRIEDMAN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            TAKE TO AUCTION.COM, INC.
                               5555 ANGLERS AVENUE
                                    SUITE 16
                            FORT LAUDERDALE, FL 33312
                            -------------------------
                     (Name and address of agent for service)

                                 (954) 987-0654
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Keith Wasserstrom, Esq.
                             HOGAN & HARTSON L.L.P.
                            Barclays Financial Center
                        1111 Brickell Avenue, Suite 1900
                                 Miami, FL 33131
                                  305-459-6500

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
TITLE OF SECURITIES       AMOUNT TO BE       PROPOSED MAXIMUM            PROPOSED         AMOUNT OF
  TO BE REGISTERED         REGISTERED         OFFERING PRICE        MAXIMUM AGGREGATE     REGISTRATION
                                                PER SHARE           OFFERING PRICE(1)     FEE
------------------------------------------------------------------------------------------------------
COMMON STOCK,
  $.001 PAR VALUE.....     2,442,857              $8.00              $6,559,745.12        $1,639.94
======================================================================================================
Page 1 of 6 Pages
                           Exhibit Index at Page II-6

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

(1)  Estimated solely for the purpose of calculating the registration fee, which
     was computed in accordance with Rule 457(h) on the basis of: (a) the
     exercise prices of currently outstanding options, including 10,000 shares
     at $ .40 per share; 123,383 shares at $ .50 per share; 1,225,000 shares at
     $1.01 per share; 157,755 shares at $1.23 per share; 14,500 shares at $4.125
     per share; 652,245 shares at $7.00 per share; and 21,750 shares at $8.00
     per share; and (b) the average of the high and low sale price of the Common
     Stock on October 11, 2001, as reported on the American Stock Exchange, with
     respect to the 238,224 shares of Common Stock subject to future grants of
     options.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I will be separately
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933 (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                      I-1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby incorporates by reference into this
Registration Statement the following documents or portions thereof as indicated:

                  (a)      the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2000, filed with the Commission
                  on April 2, 2001;

                  (b)      all other reports filed by the Registrant pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act") since the end of fiscal year
                  2000; and

                  (c)      the descriptions of the Registrant's Common Stock and
                  related matters included in the Registrant's Registration
                  Statement on Form 8-A (File No. 000-28245) filed under the
                  Exchange Act, as amended, which incorporates by reference the
                  information set forth under the captions "Description of
                  Capital Stock" and "Dividend Policy" in the Registrant's
                  Registration Statement on Form S-1 (File No. 33-91177) filed
                  under the Act, including any amendments to such descriptions
                  in such Registration Statement.

                  In addition, all documents subsequently filed by the
                  Registrant pursuant to Sections 13(a),13(c), 14 and 15(d) of
                  the Exchange Act, prior to the filing of a post-effective
                  amendment which indicates that all securities offered hereby
                  have been sold or which deregisters all securities then
                  remaining unsold, shall be deemed to be incorporated herein by
                  reference and to be a part hereof from the date of filing of
                  such documents. Any statement contained in a document
                  incorporated or deemed to be incorporated by reference herein
                  shall be deemed to be modified or superseded for purposes of
                  this Registration Statement to the extent that a statement
                  contained herein or in any other subsequently filed document
                  which also is or is deemed to be incorporated by reference
                  herein modifies or supercedes such statement. Any such
                  statement so modified or superseded shall not be deemed,
                  except as so modified or superseded, to constitute a part of
                  this Registration Statement.

                  To the extent that any proxy statement is incorporated by
                  reference herein, such incorporation shall not include any
                  information contained in such proxy statement which is not,
                  pursuant to the Commission's rules, deemed to be "filed" with
                  the Commission or subject to the liability of Section 18 of
                  the Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant has authority under the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
in such statute. The Registrant's Articles of Incorporation provide that the
Registrant shall indemnify its executive officers and directors to the fullest
extent permitted by law either now or hereafter. The Registrant has also entered
into an agreement with each of its directors and certain of its officers wherein
it has agreed to indemnify each of them to the fullest extent permitted by law.
In general, Florida law permits a Florida corporation to indemnify its
directors, officers, employees and agents, and persons serving at the
corporation's request in such capacities for another enterprise against
liabilities arising from conduct that such persons reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.

                                      II-2
At present, there is no pending litigation or proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS

                  See "Exhibit Index" on page II-5 below.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Act;

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                           (iii)    To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

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

                  (2)      That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

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

         (c)      Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida on October 1, 2001.

                                      NIMBUS GROUP, INC.
                                      f/k/a TAKE TO AUCTION.COM, INC.

                                      By:     /s/  Albert Friedman
                                         --------------------------------------
                                          Albert Friedman
                                          President and Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Albert Friedman and
Mitchell H. Morgan his or her true and lawful attorneys-in-fact, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents to be filed in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                        TITLE                               DATE
               ---------                                        -----                               ----
/s/ Albert Friedman                  President and Chief                              October 1, 2001
---------------------------------------        Executive Officer
            Albert Friedman                    (principal executive officer)

          /s/ Ilia Lekach                      Chairman of the Board                            October 1, 2001
---------------------------------------
            Ilia Lekach

          /s/ Mitchell H. Morgan               Chief Financial Officer and                      October 1, 2001
---------------------------------------        Chief Operating Officer and Director
           Mitchell H. Morgan                  (principal financial officer
                                               and principal accounting officer)

          /s/ Horacio Grossman                 Director                                         October 1, 2001
---------------------------------------
            Horacio Grossman

          /s/ Jonathan Geller                  Director                                         October 1, 2001
---------------------------------------
           Jonathan Geller

          /s/ Hugo Calemczuk                   Director                                         October 1, 2001
---------------------------------------
            Hugo Calemczuk

          /s/ Miguel Cauvi                     Director                                         October 1, 2001
---------------------------------------
            Miguel Cauvi

          /s/ Alan Blaustein                   Director                                         October 1, 2001
---------------------------------------
           Alan Blaustein
II-5
EXHIBIT INDEX
EXHIBIT
      NUMBER                                           DESCRIPTION
      -------                                          -----------
4.1                     Registrant's 1999 Stock Option Plan

        5.1                     Opinion of Hogan & Hartson L.L.P.

       23.1                     Consent of Deloitte & Touche LLP

       23.2                     Consent of Hogan &  Hartson  L.L.P. (contained in its opinion
                                filed as Exhibit 5.1 hereto)

       24.1                     Power of Attorney is included in the Signatures section of this
                                Registration Statement
----------------------------

                                      II-6