UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

                      Commission file number 000-25523

                               EBAIT, INC.

             (Exact name of registrant as specified in charter)


     California                                     33-0843633
     State of other jurisdiction of              I.R.S. Employer
     incorporation or organization               Identification Number

     2279 Segundo Ct. Suite 4
     Pleasonton, CA                                94588
     Address of Principal Executive Office      Zip Code

      Retainer Stock Plan for Non Employee Directors and Consultants
                          Full Title of the Plan

                               925 462 6280
            Registrants Telephone Number, Including Area Code

                          Brian Dvorak, Esq.
                          3360 W. Sahara Suite 230
                          Las Vegas, NV 89102
               Name and Address of Agent for Service


<TABLE>
Title of Securities to   Amount to    Proposed    Proposed      Amount of
be registered                be       maximum      maximum     registration
                         registered   Offering    aggregate        fee
                                     price per    offering
                                      share 2      price
<S>                         <C>          <C>         <C>            <C>
Common Stock (1)          600,000       $1.30      $900,000        $270
</TABLE>
1    Represents up to 600,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457 c using the average of the low
and high prices for the common stock on October 9, 2001.

<PAGE>

PROSPECTUS                   The date of this Prospectus is October 9, 2001


                                   EBAIT, INC.

                   Up to 600,000 Shares of Common Stock
         Received by Directors, Officers, Consultants and Employees


Selling  shareholders of EBAIT, INC. Company will offer  their  shares
through  the  over the counter market or through  NASDAQ,  if  the  Companys
common  stock is then included for quotation on NASDAQ. Selling shareholders,
if  control persons, are required to sell their shares in accordance with the
volume limitations of Rule 144 under the Securities Act of 1933, which limits
sales  by each selling shareholder in any one month period to the greater  of
1%  of  the  total outstanding common stock or approximately 160,600  shares
after the issuance of the shares herein or the average weekly trading volume
of  the  Companys  common stock during the four calendar  weeks  immediately
preceding  such  sale.  It  is expected that brokers  and  dealers  effecting
transactions  will  be paid the normal and customary commissions  for  market
transactions; however the Shares may be sold in a private transaction.

The  Companys Common Stock is currently quoted on the National  Associations
of  Securities  Dealers  NASD Over the Counter Bulletin  Board  OTCBB
under  the  symbol EBAI.  On October 9, 2001, the lowest bid  price of the
common  stock was $1.30 per share, the closing low and high prices of  shares
of  Common Stock of the Company were $1.30 and $1.30, respectively.  However,
the  Company considers its Common Stock to be thinly traded and, as a result,
any  reported  sales prices may not be a true market based valuation of the
Common Stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

No person has been authorized by the Company to give any information or to
make  any representation other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied upon  as
having  been  authorized  by  the  Company.  Neither the delivery  of  this
Prospectus  nor  any distribution of the shares of the Common Stock issuable
under  the  terms  of  the  Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.

This Prospectus does not constitute an offer to sell securities in any state
to any person to whom it is unlawful to make such offer in such state.
The securities offered hereby involve a high degree of risk. See Risk
Factors.

<PAGE>

                            SUMMARY OF PROSPECTUS

Item 1.

The Company

This  prospectus  accompanies reoffers by consultants and  employees  of  the
Company  of  shares of common stock received through the Companys Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant   to   the   S8
Registration, dated this same date, has registered 600,000 of the Companys
common  stock,  which  shares  are to be issued  pursuant  to  the  Company's
Consultant  and  Employee  Stock Compensation Plan. The  Companys  principal
offices  are  located  at 3360 W. Sahara Suite 230, Las Vegas, NV 89102,
telephone number 702 732 2253.

     This form S8 contains forward-looking statements within the meaning  of
the federal securities laws. These forward-looking statements are necessarily
based  on  certain  assumptions  and are subject  to  significant  risks  and
uncertainties.  These  forward looking statements are based  on  managements
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward looking statements as a result of factors set  forth  in  this
Form  S8  including those sections hereof incorporated  by  reference  from
other filings with the Securities and Exchange Commission

                          RISK FACTORS

The  purchase of the securities offered hereby is subject to risk.  Investors
should evaluate these risk factors carefully.

Need  for  Additional Financing.  The Company has been financed through  the
sale  of  its  common  stock.  In order to succeed the  Company  may  require
additional  capital for working capital and for marketing. There  can  be  no
assurance that such financing will be available, when required, on acceptable
terms.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Companys
products  there  can be no assurance that markets for the Companys  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.

<PAGE>

                                   PART I

Item 2.

General

EBait, Inc. EBAIT is a California corporation whose purpose is to develop and
distribute innovative products.  It is a fast growing, world-wide food and
trading company, with distribution and access to resources and products around
the world. EBAITs core product line is soy and dairy based powdered milk
products. Currently EBAITs foremost product is Pride & Joy, an infant formula.
Other products that are in various stages of development, patenting, and
distribution are discussed in The Product portion of this Summary.

EBAITs core product line is soy and dairy based powdered milk products. EBAIT
management believes that customers want our products and will pay for the
convenience and higher digestibility of our nutritionally balanced formulas and
all natural substitute milk products.

The  Companys  principal  executive offices  are  located  at  3960 Howard
Hughes Parkway, Suite 500, Las Vegas, NV 89109, telephone 702 990 3623.
<TABLE>
Management
<S>                             <C>
Rendal Williams                 CEO
Darrel Holmes                   President
Don Chairez                     Secretary Treasurer



R. Williams CEO

Mr. Williams is an experienced senior management professional in the food and
beverage industry.  He has over 18 years experience in marketing and sales and
executive management positions with proven performance. To each company, he has
brought significant financial returns and advanced to top management positions.

In addition, Mr. Williams has spent much of the last two years in Central
America. He has been working to develop products that are uniquely suited for
the developing countries, along with setting up a pilot plant in Guatemala to
produce these products.

Mr. Williams current primary effort is to assemble the management team capable
of implementing the plans, goals and aspirations of EBAIT.  EBAIT is a startup
company that has set aggressive goals and, as CEO, Mr. Williams is building a
team that shares his vision and will work together to achieve them.  His
management style promotes vigorous interaction among team members, and
facilitates problem solving. He is working to coordinates the varied activities
of EBAIT and promoting a fast paced organization capable of responding quickly
to market opportunities.

Mr. Williams will evaluate business opportunities for EBAIT and determine the
best course for the company.  He is currently evaluating new products, joint
ventures, acquisitions and other collaborations that make sense for the company
and move the company quickly toward its goals.

In addition to strong senior management qualifications, Mr. Williams brings to
BFI demonstrated experience in business planning, and new products ideas that
will provide every opportunity for BFI to meet its aggressive goals and make
the company a success.

D. Holmes President

Darrel L. Holmes is an accomplished executive with over 22 years experience in
the medical diagnostics, biotech, environmental, and food and beverage
industries.  He has extensive experience in plant operations, product
development, regulatory interface primarily the FDA which also regulates
EBAIT and senior management.  Mr. Holmes has managed technical manufacturing
sites with over 100 people under his supervision and operations producing over
80 million dollars in annual sales.  Mr. Holmes has a degree in Biology with
numerous post graduate classes, seminars and certifications.  He is capable in
technical as well as regulatory and management areas.  He is a hand on manager
who continually seeks to make improvements, build teamwork within an
organization and produce high quality products, on schedule, for an acceptable
profit.

Mr. Holmes is an excellent problem solver whose innovative and resourceful
management style make him well suited to lead and motivate employees and manage
a company.

Mr. Holmes has held executive positions with companies all involved in
scientific endeavors.  He is a proven technical manager and has expanded the
sales and production efficiencies everywhere he has worked.  As part of his
technical capabilities, he has been directly responsible for operating and
managing all technical operations for diagnostics and biotech companies and he
will perform similar functions as Vice President of Operations and President
for BFI. He has been responsible for aseptic and sterile reagent manufacturing,
filling, labeling, packaging and distribution.

In past employment, Mr. Holmes has operated a large bottled water company,
setting up a cell biology division for a leading biotech company, and managing
an established medical diagnostics company with excellent success.  He
understands inventory management and computer controls. He works closely with
managers and supervisors to assure that adequate systems are in place to
monitor control and improve business and technical departments to assure the
operations continuity, profitability and success.


Statement of Corporate Positions
Mothers Milk:

EBAIT acknowledges that mothers natural milk is the best possible source of
nutrition for infants up to one year old.  The products sold are not intended
to undermine natural breast-feeding.  EBAITs products are intended provide
infant nourishment if the mother is unable or chooses not to provide breast
milk.  EBAIT will work with industry, national, local and global agencies to
ensure its products are produced and marketed in a manner to provide a safe
and nutritional alternative to mothers milk, if the mother chooses not to
breast-feed or the child is unable to accept mothers milk.

Projections and Forward Looking Statements:

This statement includes projections of future results and forward-looking
statements as that term is defined in Section 27A of the Securities Act of
1933 as amended the Securities Act, and Section 21E of the Securities Exchange
Act of 1934 as amended the Exchange Act.  All statements that are included in
this Registration Statement, other than statements of historical fact, are
forward looking statements.  Although Management believes that the expectations
reflected in these forward looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.  Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward looking statements contained in this Statement.


<PAGE>
There  are  no family relationships between any of the above persons.
Legal Proceedings

     The Company is not currently involved in any legal proceedings.

Properties.

      EBAIT maintains its administrative offices at 3960 Howard Hughes Pkwy,
Suite 500, Las Vegas, NV 89109.

<PAGE>

                            OFFERING SHAREHOLDERS

The  following  table lists the shares of Company common  stock  held  by John
E. Dhonau, Lawrence Bemis, Weston J. Coolidge, Brian Dvorak, Isabella Klauzova
and Igor Litovsky in  proposing to sell their shares, the percentage  held  by
each,  and the shares currently proposed to be reoffered by them pursuant  to
this Prospectus.
317:
                                                  Percent
                                                  Before       Percent of
                     Number of     New Shares    Offering     Total After
Shareholder          Shares  1      Offered         2         Offering
<S>                    <C>          <C>             <C>            <C>
John E. Dhonau          0           100,000          0%            .5%
Lawrence Bemis          0           100,000          0%            .5%
Weston J. Coolidge      0           100,000          0%            .5%
Brian Dvorak            0            25,000          0%          .125%
Isabella Klauzova       0           100,000          0%            .5%
Igor Litovsky           0           100,000          0%            .5%
       TOTAL                        525,000
</TABLE>
1   Includes  interest  held in other entities whereby  Shareholder  has  a
controlling interest.
2  Rounded to nearest percentage.

                                   PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Companys Form 10KSB, and its  latest
10QSB  Quarterly Reports filed subsequent thereto, for quarter  ending  March
30,  2001.  These Annual, Quarterly and Current Reports, as well as all other
reports  filed by the Company pursuant to Sections 13a, 13c, 14 or  15d
of  the Securities Exchange Act of 1934, are hereby incorporated by reference
in  this  prospectus and may be obtained upon the oral or written request  of
any person to the Company at 3960 Howard Hughes Pkwy, Suite 500, Las Vegas,
NV 89109 telephone number 702 990 3623.

Incorporation of Documents by Reference.

The  registrant  incorporates the following documents by  reference  in  this
Registration Statement:

a. The registrants Form 10SB12B filed February 2, 2001
b. The registrants Form 10SB12B/A filed 2/6/2001
c. The registrants Form 10SB12G/A filed 3/9/2001
d. The  registrants Quarterly Report on Form 10-QSB filed 5/3/2001
e  The  registrants Quarterly Report on Form 10-QSB filed 8/14/2001
f.The  registrants Current Report on 8 K filed 8/29/2001
g.The registrants Current Report on 8 K filed 8/31/2001

<PAGE>

Item 4. Description of Securities

General

Common Stock

     The  Companys  Articles  of Incorporation authorizes  the  issuance  of
25,000,000  shares  of common stock, $.001 par value per  share,  of  which
20,000,000 shares were outstanding as of the date of this filing. Holders  of
shares of common stock are entitled to one vote for each share on all matters
to  be  voted  on  by the stockholders and have no cumulative voting  rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if  any,  as may be declared, from time to time by the Board of Directors  in
its  discretion, from funds legally available therefore. In the  event  of  a
liquidation, dissolution or winding up of the Company, the holders of  shares
of  common  stock  are entitled to share pro rata all assets remaining  after
payment  in  full  of  all  liabilities. Holders  of  common  stock  have  no
preemptive  rights  to  purchase the Companys common  stock.  There  are  no
conversion  rights or redemption or sinking fund provisions with  respect  to
the  common stock. All of the outstanding shares of common stock are  validly
issued, fully paid and non assessable.

Preferred Stock

The Company has no plans to issue Preferred Stock.

Item 5.  Interests of Named Experts and Counsel

     None prior to this Prospectus.
<PAGE>

Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors.  The State Of Nevada provides as
follows:

      Every person who was or is a party to, or is involved in any such action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by the reason of the fact that he or she with whom he or she is a legal
representative, is or was a director of the Corporation, or who is serving at
the request of the Corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss including attorneys fees, judgments,
fines, and amounts paid or to be paid in a settlement reasonably incurred or
suffered by him or her in connection therewith.  Such right of indemnification
shall be a contract right and which may be enforced in any manner desired by
such person.  The expenses of officers and directors incurred in defending a
civil suit or proceeding must be paid by the Corporation as incurred and in
advance of the final deposition of the action, suit, or proceeding must be paid
by the Corporation as incurred and in advance of the final disposition of the
action, suit, or proceeding, under receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation.  Such right of indemnification shall not be
exclusive of any other right of such directors, officers or representatives may
have or hereafter acquire, and without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article.

     Without limiting the application of the foregoing, the Board of Directors
may adopt By Laws from time to time without respect to indemnification, to
provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the Corporation to purchase or maintain
insurance on behalf of any person who is or was a director or officer.
Item 8. Exhibits.

3.1  Articles of Incorporation of registrant 1.
3.2  Bylaws 2.
5    Opinion of Brian Dvorak, Attorney at law, regarding legality of
     shares being issued 3.
10   Consultant Stock Compensation Plan Consultants Agreements 3.


Item 9. Undertakings.

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 10a3 of the
          Securities Act of 1933;
          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, including but not limited to any addition
          or election of a managing underwriter.

2  That,  for the purpose of determining any liability under the Securities
Act  of 1933, 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 offered 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.

<PAGE>

      The  undersigned  registrant hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each  filing  of
the  Companys  annual  report pursuant to Section  13a  or  15d  of  the
Securities  Exchange Act of 1934 and, where applicable, each  filing  of  an
employee  benefit  plans  annual report pursuant to  Section  15d  of  the
Securities  Exchange Act of 1934 that is incorporated by  reference  in  the
registration  statement  shall be deemed to be a new  registration  statement
referring  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.

      Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of  the  Company  pursuant  to the foregoing provisions,  or  otherwise,  the
Company  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
Company  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 Company will, unless in the opinion  of
its counsel that 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.

<PAGE>

                                 SIGNATURES

      Pursuant  to  the  requirements of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it  meets
all  of  the  requirements for filing on Form S8 and has  duly  caused  this
registration  statement  to  be  signed on its  behalf  by  the  undersigned,
thereunto  duly  authorized, in the City of Las Vegas, State of  Nevada,  on
this 8th day of October, 2001.

EBAIT, INC.

By :s Darrel Holmes
      Darrel Holmes, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed  by  the following  persons  in  the  capacities
indicated on October 8, 2001.

Signature              Title                                   Date

s   Darrel Holmes      President                       October 8, 2001
    Darrel Holmes

s   Rendal Williams    Director                        October 8, 2001
    Rendal Williams

<PAGE>

                                  EXHIBIT 5
                           Opinion and Consent of
                               Brian Dvorak

<PAGE>

ATTORNEY AT LAW
                                            Telephone 702 794 4992
                                            Facsimile 702 932 5214
BRIAN DVORAK



3360 W. Sahara Suite 230, Las Vegas, NV 89102
                                        October 9, 2001

Mr. Darrel Holmes
President
EBAIT, INC.
3960 Howard Hughes Pkwy Suite 500
Las Vegas, NV 89109

     RE: REGISTRATION STATEMENT ON FORM S8

Dear Mr. Holmes:

You have requested our opinion as to the legality of the registration by you,
EBAIT, INC. (the Corporation) of up to 600,000 shares of Common  Stock
the shares pursuant to a Registration Statement, dated August 3, 2001, on
Form S8 the Registration Statement to be filed on August 7, 2001:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  the
     Articles;

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.  The Consultant and Employee Stock Compensation Plan; and

6.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

<PAGE>

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  i will have been duly authorized, legally issued, fully paid  and
nonassessable, ii when issued will be a valid and binding obligation of the
corporation, and  iii do not require a permit from any governmental agency.
Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.




                                        Yours Very Truly,


                                        s Brian Dvorak

                                        Brian Dvorak
<PAGE>
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UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

                      Commission file number 000-25523

                               EBAIT, INC.

             (Exact name of registrant as specified in charter)

     California                                     33-0843633
     State of other jurisdiction of              I.R.S. Employer
     incorporation or organization               Identification Number

     2279 Segundo Ct. Suite 4
     Pleasonton, CA                                94588
     Address of Principal Executive Office      Zip Code

      Retainer Stock Plan for Non Employee Directors and Consultants
                          Full Title of the Plan

                               925 462 6280
            Registrants Telephone Number, Including Area Code

                          Brian Dvorak, Esq.
                          3360 W. Sahara Suite 230
                          Las Vegas, NV 89102
               Name and Address of Agent for Service

Title of Securities to   Amount to    Proposed    Proposed      Amount of
be registered                be       maximum      maximum     registration
                         registered   Offering    aggregate        fee
                                     price per    offering
                                      share 2      price
Common Stock (1)          600,000       $1.30      $900,000        $270
1    Represents up to 600,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457 c using the average of the low
and high prices for the common stock on October 9, 2001.
PROSPECTUS                   The date of this Prospectus is October 9, 2001

                                   EBAIT, INC.

                   Up to 600,000 Shares of Common Stock
         Received by Directors, Officers, Consultants and Employees

Selling  shareholders of EBAIT, INC. Company will offer  their  shares
through  the  over the counter market or through  NASDAQ,  if  the  Companys
common  stock is then included for quotation on NASDAQ. Selling shareholders,
if  control persons, are required to sell their shares in accordance with the
volume limitations of Rule 144 under the Securities Act of 1933, which limits
sales  by each selling shareholder in any one month period to the greater  of
1%  of  the  total outstanding common stock or approximately 160,600  shares
after the issuance of the shares herein or the average weekly trading volume
of  the  Companys  common stock during the four calendar  weeks  immediately
preceding  such  sale.  It  is expected that brokers  and  dealers  effecting
transactions  will  be paid the normal and customary commissions  for  market
transactions; however the Shares may be sold in a private transaction.

The  Companys Common Stock is currently quoted on the National  Associations
of  Securities  Dealers  NASD Over the Counter Bulletin  Board  OTCBB
under  the  symbol EBAI.  On October 9, 2001, the lowest bid  price of the
common  stock was $1.30 per share, the closing low and high prices of  shares
of  Common Stock of the Company were $1.30 and $1.30, respectively.  However,
the  Company considers its Common Stock to be thinly traded and, as a result,
any  reported  sales prices may not be a true market based valuation of the
Common Stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

No person has been authorized by the Company to give any information or to
make  any representation other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied upon  as
having  been  authorized  by  the  Company.  Neither the delivery  of  this
Prospectus  nor  any distribution of the shares of the Common Stock issuable
under  the  terms  of  the  Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.

This Prospectus does not constitute an offer to sell securities in any state
to any person to whom it is unlawful to make such offer in such state.
The securities offered hereby involve a high degree of risk. See Risk
Factors.
SUMMARY OF PROSPECTUS

Item 1.

The Company

This  prospectus  accompanies reoffers by consultants and  employees  of  the
Company  of  shares of common stock received through the Companys Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant   to   the   S8
Registration, dated this same date, has registered 600,000 of the Companys
common  stock,  which  shares  are to be issued  pursuant  to  the  Company's
Consultant  and  Employee  Stock Compensation Plan. The  Companys  principal
offices  are  located  at 3360 W. Sahara Suite 230, Las Vegas, NV 89102,
telephone number 702 732 2253.

     This form S8 contains forward-looking statements within the meaning  of
the federal securities laws. These forward-looking statements are necessarily
based  on  certain  assumptions  and are subject  to  significant  risks  and
uncertainties.  These  forward looking statements are based  on  managements
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward looking statements as a result of factors set  forth  in  this
Form  S8  including those sections hereof incorporated  by  reference  from
other filings with the Securities and Exchange Commission

                          RISK FACTORS

The  purchase of the securities offered hereby is subject to risk.  Investors
should evaluate these risk factors carefully.

Need  for  Additional Financing.  The Company has been financed through  the
sale  of  its  common  stock.  In order to succeed the  Company  may  require
additional  capital for working capital and for marketing. There  can  be  no
assurance that such financing will be available, when required, on acceptable
terms.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Companys
products  there  can be no assurance that markets for the Companys  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.
PART I

Item 2.

General

EBait, Inc. EBAIT is a California corporation whose purpose is to develop and
distribute innovative products.  It is a fast growing, world-wide food and
trading company, with distribution and access to resources and products around
the world. EBAITs core product line is soy and dairy based powdered milk
products. Currently EBAITs foremost product is Pride & Joy, an infant formula.
Other products that are in various stages of development, patenting, and
distribution are discussed in The Product portion of this Summary.

EBAITs core product line is soy and dairy based powdered milk products. EBAIT
management believes that customers want our products and will pay for the
convenience and higher digestibility of our nutritionally balanced formulas and
all natural substitute milk products.

The  Companys  principal  executive offices  are  located  at  3960 Howard
Hughes Parkway, Suite 500, Las Vegas, NV 89109, telephone 702 990 3623.

Management
Rendal Williams                 CEO
Darrel Holmes                   President
Don Chairez                     Secretary Treasurer

R. Williams CEO

Mr. Williams is an experienced senior management professional in the food and
beverage industry.  He has over 18 years experience in marketing and sales and
executive management positions with proven performance. To each company, he has
brought significant financial returns and advanced to top management positions.

In addition, Mr. Williams has spent much of the last two years in Central
America. He has been working to develop products that are uniquely suited for
the developing countries, along with setting up a pilot plant in Guatemala to
produce these products.

Mr. Williams current primary effort is to assemble the management team capable
of implementing the plans, goals and aspirations of EBAIT.  EBAIT is a startup
company that has set aggressive goals and, as CEO, Mr. Williams is building a
team that shares his vision and will work together to achieve them.  His
management style promotes vigorous interaction among team members, and
facilitates problem solving. He is working to coordinates the varied activities
of EBAIT and promoting a fast paced organization capable of responding quickly
to market opportunities.

Mr. Williams will evaluate business opportunities for EBAIT and determine the
best course for the company.  He is currently evaluating new products, joint
ventures, acquisitions and other collaborations that make sense for the company
and move the company quickly toward its goals.

In addition to strong senior management qualifications, Mr. Williams brings to
BFI demonstrated experience in business planning, and new products ideas that
will provide every opportunity for BFI to meet its aggressive goals and make
the company a success.

D. Holmes President

Darrel L. Holmes is an accomplished executive with over 22 years experience in
the medical diagnostics, biotech, environmental, and food and beverage
industries.  He has extensive experience in plant operations, product
development, regulatory interface primarily the FDA which also regulates
EBAIT and senior management.  Mr. Holmes has managed technical manufacturing
sites with over 100 people under his supervision and operations producing over
80 million dollars in annual sales.  Mr. Holmes has a degree in Biology with
numerous post graduate classes, seminars and certifications.  He is capable in
technical as well as regulatory and management areas.  He is a hand on manager
who continually seeks to make improvements, build teamwork within an
organization and produce high quality products, on schedule, for an acceptable
profit.

Mr. Holmes is an excellent problem solver whose innovative and resourceful
management style make him well suited to lead and motivate employees and manage
a company.

Mr. Holmes has held executive positions with companies all involved in
scientific endeavors.  He is a proven technical manager and has expanded the
sales and production efficiencies everywhere he has worked.  As part of his
technical capabilities, he has been directly responsible for operating and
managing all technical operations for diagnostics and biotech companies and he
will perform similar functions as Vice President of Operations and President
for BFI. He has been responsible for aseptic and sterile reagent manufacturing,
filling, labeling, packaging and distribution.

In past employment, Mr. Holmes has operated a large bottled water company,
setting up a cell biology division for a leading biotech company, and managing
an established medical diagnostics company with excellent success.  He
understands inventory management and computer controls. He works closely with
managers and supervisors to assure that adequate systems are in place to
monitor control and improve business and technical departments to assure the
operations continuity, profitability and success.

Statement of Corporate Positions
Mothers Milk:

EBAIT acknowledges that mothers natural milk is the best possible source of
nutrition for infants up to one year old.  The products sold are not intended
to undermine natural breast-feeding.  EBAITs products are intended provide
infant nourishment if the mother is unable or chooses not to provide breast
milk.  EBAIT will work with industry, national, local and global agencies to
ensure its products are produced and marketed in a manner to provide a safe
and nutritional alternative to mothers milk, if the mother chooses not to
breast-feed or the child is unable to accept mothers milk.

Projections and Forward Looking Statements:

This statement includes projections of future results and forward-looking
statements as that term is defined in Section 27A of the Securities Act of
1933 as amended the Securities Act, and Section 21E of the Securities Exchange
Act of 1934 as amended the Exchange Act.  All statements that are included in
this Registration Statement, other than statements of historical fact, are
forward looking statements.  Although Management believes that the expectations
reflected in these forward looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.  Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward looking statements contained in this Statement.
There  are  no family relationships between any of the above persons.
Legal Proceedings

     The Company is not currently involved in any legal proceedings.

Properties.

      EBAIT maintains its administrative offices at 3960 Howard Hughes Pkwy,
Suite 500, Las Vegas, NV 89109.
OFFERING SHAREHOLDERS

The  following  table lists the shares of Company common  stock  held  by John
E. Dhonau, Lawrence Bemis, Weston J. Coolidge, Brian Dvorak, Isabella Klauzova
and Igor Litovsky in  proposing to sell their shares, the percentage  held  by
each,  and the shares currently proposed to be reoffered by them pursuant  to
this Prospectus.
317:
                                                  Percent
                                                  Before       Percent of
                     Number of     New Shares    Offering     Total After
Shareholder          Shares  1      Offered         2         Offering
John E. Dhonau          0           100,000          0%            .5%
Lawrence Bemis          0           100,000          0%            .5%
Weston J. Coolidge      0           100,000          0%            .5%
Brian Dvorak            0            25,000          0%          .125%
Isabella Klauzova       0           100,000          0%            .5%
Igor Litovsky           0           100,000          0%            .5%
       TOTAL                        525,000
1   Includes  interest  held in other entities whereby  Shareholder  has  a
controlling interest.
2  Rounded to nearest percentage.

                                   PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Companys Form 10KSB, and its  latest
10QSB  Quarterly Reports filed subsequent thereto, for quarter  ending  March
30,  2001.  These Annual, Quarterly and Current Reports, as well as all other
reports  filed by the Company pursuant to Sections 13a, 13c, 14 or  15d
of  the Securities Exchange Act of 1934, are hereby incorporated by reference
in  this  prospectus and may be obtained upon the oral or written request  of
any person to the Company at 3960 Howard Hughes Pkwy, Suite 500, Las Vegas,
NV 89109 telephone number 702 990 3623.

Incorporation of Documents by Reference.

The  registrant  incorporates the following documents by  reference  in  this
Registration Statement:

a. The registrants Form 10SB12B filed February 2, 2001
b. The registrants Form 10SB12B/A filed 2/6/2001
c. The registrants Form 10SB12G/A filed 3/9/2001
d. The  registrants Quarterly Report on Form 10-QSB filed 5/3/2001
e  The  registrants Quarterly Report on Form 10-QSB filed 8/14/2001
f.The  registrants Current Report on 8 K filed 8/29/2001
g.The registrants Current Report on 8 K filed 8/31/2001
Item 4. Description of Securities

General

Common Stock

     The  Companys  Articles  of Incorporation authorizes  the  issuance  of
25,000,000  shares  of common stock, $.001 par value per  share,  of  which
20,000,000 shares were outstanding as of the date of this filing. Holders  of
shares of common stock are entitled to one vote for each share on all matters
to  be  voted  on  by the stockholders and have no cumulative voting  rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if  any,  as may be declared, from time to time by the Board of Directors  in
its  discretion, from funds legally available therefore. In the  event  of  a
liquidation, dissolution or winding up of the Company, the holders of  shares
of  common  stock  are entitled to share pro rata all assets remaining  after
payment  in  full  of  all  liabilities. Holders  of  common  stock  have  no
preemptive  rights  to  purchase the Companys common  stock.  There  are  no
conversion  rights or redemption or sinking fund provisions with  respect  to
the  common stock. All of the outstanding shares of common stock are  validly
issued, fully paid and non assessable.

Preferred Stock

The Company has no plans to issue Preferred Stock.

Item 5.  Interests of Named Experts and Counsel

     None prior to this Prospectus.
Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors.  The State Of Nevada provides as
follows:

      Every person who was or is a party to, or is involved in any such action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by the reason of the fact that he or she with whom he or she is a legal
representative, is or was a director of the Corporation, or who is serving at
the request of the Corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss including attorneys fees, judgments,
fines, and amounts paid or to be paid in a settlement reasonably incurred or
suffered by him or her in connection therewith.  Such right of indemnification
shall be a contract right and which may be enforced in any manner desired by
such person.  The expenses of officers and directors incurred in defending a
civil suit or proceeding must be paid by the Corporation as incurred and in
advance of the final deposition of the action, suit, or proceeding must be paid
by the Corporation as incurred and in advance of the final disposition of the
action, suit, or proceeding, under receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation.  Such right of indemnification shall not be
exclusive of any other right of such directors, officers or representatives may
have or hereafter acquire, and without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article.

     Without limiting the application of the foregoing, the Board of Directors
may adopt By Laws from time to time without respect to indemnification, to
provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the Corporation to purchase or maintain
insurance on behalf of any person who is or was a director or officer.
Item 8. Exhibits.

3.1  Articles of Incorporation of registrant 1.
3.2  Bylaws 2.
5    Opinion of Brian Dvorak, Attorney at law, regarding legality of
     shares being issued 3.
10   Consultant Stock Compensation Plan Consultants Agreements 3.

Item 9. Undertakings.

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 10a3 of the
          Securities Act of 1933;
          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, including but not limited to any addition
          or election of a managing underwriter.

2  That,  for the purpose of determining any liability under the Securities
Act  of 1933, 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 offered 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.
The  undersigned  registrant hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each  filing  of
the  Companys  annual  report pursuant to Section  13a  or  15d  of  the
Securities  Exchange Act of 1934 and, where applicable, each  filing  of  an
employee  benefit  plans  annual report pursuant to  Section  15d  of  the
Securities  Exchange Act of 1934 that is incorporated by  reference  in  the
registration  statement  shall be deemed to be a new  registration  statement
referring  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.

      Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of  the  Company  pursuant  to the foregoing provisions,  or  otherwise,  the
Company  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
Company  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 Company will, unless in the opinion  of
its counsel that 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.
SIGNATURES

      Pursuant  to  the  requirements of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it  meets
all  of  the  requirements for filing on Form S8 and has  duly  caused  this
registration  statement  to  be  signed on its  behalf  by  the  undersigned,
thereunto  duly  authorized, in the City of Las Vegas, State of  Nevada,  on
this 8th day of October, 2001.

EBAIT, INC.

By :s Darrel Holmes
      Darrel Holmes, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed  by  the following  persons  in  the  capacities
indicated on October 8, 2001.

Signature              Title                                   Date

s   Darrel Holmes      President                       October 8, 2001
    Darrel Holmes

s   Rendal Williams    Director                        October 8, 2001
    Rendal Williams
EXHIBIT 5
                           Opinion and Consent of
                               Brian Dvorak
ATTORNEY AT LAW
                                            Telephone 702 794 4992
                                            Facsimile 702 932 5214
BRIAN DVORAK

3360 W. Sahara Suite 230, Las Vegas, NV 89102
                                        October 9, 2001

Mr. Darrel Holmes
President
EBAIT, INC.
3960 Howard Hughes Pkwy Suite 500
Las Vegas, NV 89109

     RE: REGISTRATION STATEMENT ON FORM S8

Dear Mr. Holmes:

You have requested our opinion as to the legality of the registration by you,
EBAIT, INC. (the Corporation) of up to 600,000 shares of Common  Stock
the shares pursuant to a Registration Statement, dated August 3, 2001, on
Form S8 the Registration Statement to be filed on August 7, 2001:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  the
     Articles;

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.  The Consultant and Employee Stock Compensation Plan; and

6.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.
In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  i will have been duly authorized, legally issued, fully paid  and
nonassessable, ii when issued will be a valid and binding obligation of the
corporation, and  iii do not require a permit from any governmental agency.
Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.

                                        Yours Very Truly,

                                        s Brian Dvorak

                                        Brian Dvorak