<PAGE>

As filed with the Securities and Exchange Commission on January 16, 2001
                                              Registration No. 333-
                                                                   ------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               VERTICALBUYER, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          98-0216911
         --------                                          ----------
(State or other jurisdiction                               (IRS Employer
of incorporation or organization)                          Identification No.)

                           235 West 56th Street, #17B
                            New York, New York 10019
                                 (646) 286-0516
                                 --------------
         (Address, Including Zip Code and Telephone Number, of Principal
                               Executive Offices)

                      Consulting Agreement with Daniel Ross
                       (Full Title of Plan)

                                             Copy to:
 Timothy Neil David Rosen,                   Adam S. Gottbetter, Esq.
 President and Chief Executive Officer       Kaplan Gottbetter & Levenson, LLP
 235 West 56th Street, #17B                  630 Third Avenue
 New York, New York 10019                    New York, New York 10017
 (646) 286-0516                              (212) 983-6900
 Name, Address and Telephone Number
 Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                   Proposed
  Title of Securities        Amount To Be          Proposed Maximum            Maximum Aggregate          Amount of
    To Be Registered          Registered       Offering Price Per Share         Offering Price        Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                         <C>                      <C>
Common Stock, par               50,000                  $1.00                       $50,000                  $13
value $.001 per share
-----------------------------------------------------------------------------------------------------------------------
TOTAL:                          50,000                                              $50,000                  $13
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.


<PAGE>



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

Item 1.       PLAN INFORMATION

         Pursuant to the Note to Part I of the Form S-8, the information
required by Part I is not filed with the Securities and Exchange Commission.

Item 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
              INFORMATION

         The Company will provide without charge to each person to whom a copy
of a Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
VerticalBuyer, Inc. 235 West 56th Street, #17B, New York, New York 10019, (646)
286-0516.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

         a)       The Company's Registration Statement on Form SB-2 filed by the
                  Registrant with the Commission on April 5, 2000 and all the
                  amendments thereto;

         b)       All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Form SB-2; and

         c)       The description of the common stock, $.001 par value per
                  shares (the "Common Stock") of the Registrant as contained in
                  the Registrant's Registration Statement on Form SB-2, file No.
                  333-34144.

           All documents filed by the Registrant pursuant to Section 13 (a), 13
(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document 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 subsequently filed supplement
to this Registration Statement or in any document that is subsequently
incorporated by reference

                                        2


<PAGE>



herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.       DESCRIPTION OF SECURITIES.

           Not applicable. See Item 3(c) above

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of common stock registered in this
Registration Statement has been passed upon for the Registrant by Kaplan
Gottbetter & Levenson, LLP, whose opinion is attached hereto as Exhibit 5.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law provides for the indemnification
of the officers, directors and corporate employees and agents of the Company
under certain circumstances as follows:

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
         AGENTS; INSURANCE.

                  (a) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he 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 reasonable cause
         to believe that his conduct was unlawful.

                  (b) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by

                                        3


<PAGE>



         reason of the fact that he is or was a director, officer, employee or
         agent of the corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against expenses (including attorneys' fees) actually and reasonably
         incurred by him in connection with the defense or settlement of such
         action or suit if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation and except that no indemnification shall be made in respect
         of any claim, issue or matter as to which such person shall have been
         adjudged to be liable to the corporation unless and only to the extent
         that the Court of Chancery or the court in which such action or suit
         was brought shall determine upon application that, despite the
         adjudication of liability but in view of all the circumstance of the
         case, such person is fairly and reasonably entitled to indemnity for
         such expenses which the Court of Chancery or such court shall deem
         proper.

                  (c) To the extent that a director, officer, employee or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this section, or in defense of any claim, issue or
         matter therein, he shall be indemnified against expenses (including
         attorney's fees) actually and reasonably incurred by him in connection
         therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section. Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum consisting of directors who were not parties to such
         action, suit or proceeding, or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested directors so directs,
         by independent legal counsel in a written opinion, or (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending
         any civil, criminal, administrative or investigative action, suit or
         proceeding may be paid by the corporation in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of such director to repay such amount if it
         shall ultimately be determined that he is not entitled to be
         indemnified by the corporation as authorized in this section. Such
         expenses including attorneys' fees incurred by other employees and
         agents may be so paid upon such terms and conditions, if any, as the
         board of directors deems appropriate.

                  (f) The indemnification and advancement expenses provided by,
         or granted pursuant to, the other subsections of this section shall not
         be deemed

                                        4


<PAGE>



         exclusive of any other rights to which those seeking indemnification or
         advancement expenses may be entitled under any by-law, agreement, vote
         of stockholders or disinterested directors or otherwise, both as to
         action in his official capacity and as to action in another capacity
         while holding such office.

                  (g) A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him in any such capacity or arising out of his status as such, whether
         or not the corporation would have the power to indemnify him against
         such liability under this section.

                  (h) For purposes of this Section, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers and employees or agents so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent corporation as he would have with respect
         to such constituent corporation if its separate existence had
         continued. (i) For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to an employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer, employee, or agent
         with respect to an employee benefit plan, its participants, or
         beneficiaries; and a person who acted in good faith and in a manner he
         reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the corporation" as
         referred to in this section.

                  (j) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this section shall, unless otherwise
         provided when authorized or ratified, continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors, and administrators of such person.

                                        5


<PAGE>



         Articles Ninth and Tenth of the Company's certificate of incorporation
provide as follows:

                                      NINTH

                  The personal liability of the directors of the Corporation is
         hereby eliminated to the fullest extent permitted by the provisions of
         paragraph (7) of subsection (b) of Section 102 of the Delaware General
         Corporation Law, as the same may be amended and supplemented.

                                      TENTH

                  The Corporation shall, to the fullest extent permitted by the
         provisions of Section 145 of the Delaware General Corporation Law, as
         the same may be amended and supplemented, indemnify any and all persons
         whom it shall have power to indemnify under said section from and
         against any and all of the expenses, liabilities or other matters
         referred to in or covered by said section, and the indemnification
         provided for herein shall not be deemed exclusive of any other rights
         to which those indemnified may be entitled under any by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

         Article XII of the Registrant's by-laws provides as follows:

         ARTICLE XII--INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  1. Indemnification. The corporation shall indemnify any person
         who was or is a party or is threatened to be made a party to any
         proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the corporation) by reason
         of the fact that such person is or was a director, trustee, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, trustee, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by such person in connection with such action, suit or
         proceeding if such person acted in good faith and in a manner such
         person 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 such person's conduct
         was unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, by itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person reasonably

                                        6


<PAGE>



         believed to be in or not opposed to the best interest of the
         corporation, and with respect to any criminal action or proceeding, had
         reasonable cause to believe that such person's conduct was lawful.

                  2. Derivative Action. The corporation shall indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of
         the corporation to procure a judgment in the corporation's favor by
         reason of the fact that such person is or was a director, trustee,
         officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, trustee, officer,
         employee or agent of any other corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by such person in connection with such action, suit
         or proceeding if such person acted in good faith and in a manner such
         person reasonably believed to be in or not opposed to the best
         interests of the corporation; provided, however, that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable for gross
         negligence or willful misconduct in the performance of such person's
         duty to the corporation unless and only to the extent that the court in
         which such action or suit was brought shall determine upon application
         that, despite circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses as such court shall
         deem proper. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, by itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person reasonably believed to be in or not opposed to the
         best interest of the corporation.

                  3. Successful Defense. To the extent that a director, trustee,
         officer, employee or agent of the corporation has been successful, on
         the merits or otherwise, in whole or in part, in defense of any action,
         suit or proceeding referred to in paragraphs 1 and 2 above, or in
         defense of any claim, issue or matter therein, such person shall be
         indemnified against expenses (including attorneys' fees) actually and
         reasonably incurred by such person in connection therewith.

                  4. Authorization. Any indemnification under paragraph 1 and 2
         above (unless ordered by a court) shall be made by the corporation only
         as authorized in the specific case upon a determination that
         indemnification of the director, trustee, officer, employee or agent is
         proper in the circumstances because such person has met the applicable
         standard of conduct set forth in paragraph 1 and 2 above. Such
         determination shall be made (a) by the board of directors by a majority
         vote of a quorum consisting of directors who were not parties to such
         action, suit or proceeding, (b) by independent legal counsel (selected
         by one or more of the directors, whether or not a quorum and whether or
         not disinterested) in a written opinion, or (c) by the stockholders.
         Anyone making such a determination under

                                        7


<PAGE>



         this paragraph 4 may determine that a person has met the standards
         therein set forth as to some claims, issues or matters but not as to
         others, and may reasonably prorate amounts to be paid as
         indemnification.

                  5. Advances. Expenses incurred in defending civil or criminal
         actions, suits or proceedings shall be paid by the corporation, at any
         time or from time to time in advance of the final disposition of such
         action, suit or proceeding as authorized in the manner provided in
         paragraph 4 above upon receipt of an undertaking by or on behalf of the
         director, trustee, officer, employee or agent to repay such amount
         unless it shall ultimately be determined by the corporation that the
         payment of expenses is authorized in this Section.

                  6. Nonexclusivity. The indemnification provided in this
         Section shall not be deemed exclusive of any other rights to which
         those indemnified may be entitled under any law, by-law, agreement,
         vote of stockholders or disinterested director or otherwise, both as to
         action in such person's official capacity and as to action in another
         capacity while holding such office, and shall continue as to a person
         who has ceased to be a director, trustee, officer, employee or agent
         and shall insure to the benefit of the heirs, executors, and
         administrators of such a person.

                  7. Insurance. The Corporation shall have the power to purchase
         and maintain insurance on behalf of any person who is or was a
         director, trustee, officer, employee or agent of the corporation, or is
         or was serving at the request of the corporation as a director,
         trustee, officer, employee or agent of any corporation, partnership,
         joint venture, trust or other enterprise, against any liability
         assessed against such person in any such capacity or arising out of
         such person's status as such, whether or not the corporation would have
         the power to indemnify such person against such liability.

                  8. "Corporation" Defined. For purpose of this action,
         references to the "corporation" shall include, in addition to the
         corporation, any constituent corporation (including any constituent of
         a constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had the power and
         authority to indemnify its directors, trustees, officers, employees or
         agents, so that any person who is or was a director, trustee, officer,
         employee or agent of such of constituent corporation will be considered
         as if such person was a director, trustee, officer, employee or agent
         of the corporation.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

Item 8.        EXHIBITS

                                        8


<PAGE>



<TABLE>
<CAPTION>
          Exhibits No.                  Description
          ------------                  -----------

<S>       <C>                  <C>
                   4.          Consulting Agreement dated January 12, 2001 between
                               Registrant and Daniel Ross.

                   5.          Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

                   23.1        Consent of Counsel (included in Exhibit 5 hereto)

                   23.2        Consent of Leslie Sufrin and Company, P.C., Independent
                               Auditors
</TABLE>

Item 9.        UNDERTAKINGS

         1. The Company hereby undertakes:

                  (a) 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 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
                                    formation 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)(i) and (a)(ii) above do
         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 Company pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         this registration statement.

                  (b) 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 at the time shall
         be deemed to be the initial bonafide offering thereof.

                                        9


<PAGE>



                  (c) 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.

         2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and, where applicable, each filing of any employee benefits plan's annual
report pursuant to 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 herein, and the offering of such
securities at that time shall be deemed to be in the initial bonafide offering
thereof.

         3. 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 any charter provision, by-law, contract,
arrangement, statute, 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 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.

                                       10


<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in New York, New York
on January 12, 2001.

                     VERTICALBUYER, INC.

                     By:                      /s/ TIM ROSEN
                           ---------------------------------------------------
                                                Tim Rosen
                                              President and
                                         Chief Executive Officer


                                             /s/ LESLIE KENT
                           ---------------------------------------------------
                                               Leslie Kent
                                         Chief Financial Officer

         In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.

<TABLE>
<CAPTION>
                    Signature                                     Title                              Dated
                    ---------                                     -----                              -----
<S>                                              <C>                                           <C>
                  /s/ TIM ROSEN                  President, Treasurer, Director                January 12, 2001
------------------------------------------------
                    Tim Rosen

                 /s/ LESLIE KENT                 Chief Financial Officer,                      January 12, 2001
------------------------------------------------ Secretary, Director
                   Leslie Kent

               /s/ JOSEPH DONAHUE                Director                                      January 12, 2001
------------------------------------------------
                 Joseph Donahue

             /s/ ALEXANDER LUPINETTI             Director                                      January 12, 2001
------------------------------------------------
               Alexander Lupinetti
</TABLE>

                                       11


<PAGE>



EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibits No.               Description
------------               -----------

<S>                        <C>
         4.                Consulting Agreement dated January 12, 2001 between Registrant and
                           Daniel Ross.

         5.                Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

         23.1              Consent of Counsel (included in Exhibit 5 hereto)

         23.2              Consent of Leslie Sufrin and Company, P.C., Independent Auditors
</TABLE>

                                       12
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 33884}]
{"company-data": {"conformed-name": "VERTICALBUYER INC", "cik": "0001109879", "assigned-sic": "7389", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53742", "film-number": "1509342"}, "business-address": {"street1": "40 LINNELL CIRCLE", "city": "BILLERICA", "state": "MA", "zip": "018213901", "phone": "9786637598"}, "mail-address": {"street1": "40 LINNELL CIRCLE", "city": "BILLERICA", "state": "MA", "zip": "018213901"}}
As filed with the Securities and Exchange Commission on January 16, 2001
                                              Registration No. 333-
                                                                   ------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               VERTICALBUYER, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          98-0216911
         --------                                          ----------
(State or other jurisdiction                               (IRS Employer
of incorporation or organization)                          Identification No.)

                           235 West 56th Street, #17B
                            New York, New York 10019
                                 (646) 286-0516
                                 --------------
         (Address, Including Zip Code and Telephone Number, of Principal
                               Executive Offices)

                      Consulting Agreement with Daniel Ross
                       (Full Title of Plan)

                                             Copy to:
 Timothy Neil David Rosen,                   Adam S. Gottbetter, Esq.
 President and Chief Executive Officer       Kaplan Gottbetter & Levenson, LLP
 235 West 56th Street, #17B                  630 Third Avenue
 New York, New York 10019                    New York, New York 10017
 (646) 286-0516                              (212) 983-6900
 Name, Address and Telephone Number
 Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
                                                                                   Proposed
  Title of Securities        Amount To Be          Proposed Maximum            Maximum Aggregate          Amount of
    To Be Registered          Registered       Offering Price Per Share         Offering Price        Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par               50,000                  $1.00                       $50,000                  $13
value $.001 per share
-----------------------------------------------------------------------------------------------------------------------
TOTAL:                          50,000                                              $50,000                  $13
-----------------------------------------------------------------------------------------------------------------------
1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       PLAN INFORMATION

         Pursuant to the Note to Part I of the Form S-8, the information
required by Part I is not filed with the Securities and Exchange Commission.

Item 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
              INFORMATION

         The Company will provide without charge to each person to whom a copy
of a Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
VerticalBuyer, Inc. 235 West 56th Street, #17B, New York, New York 10019, (646)
286-0516.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

         a)       The Company's Registration Statement on Form SB-2 filed by the
                  Registrant with the Commission on April 5, 2000 and all the
                  amendments thereto;

         b)       All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Form SB-2; and

         c)       The description of the common stock, $.001 par value per
                  shares (the "Common Stock") of the Registrant as contained in
                  the Registrant's Registration Statement on Form SB-2, file No.
                  333-34144.

           All documents filed by the Registrant pursuant to Section 13 (a), 13
(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document 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 subsequently filed supplement
to this Registration Statement or in any document that is subsequently
incorporated by reference

                                        2
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.       DESCRIPTION OF SECURITIES.

           Not applicable. See Item 3(c) above

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of common stock registered in this
Registration Statement has been passed upon for the Registrant by Kaplan
Gottbetter & Levenson, LLP, whose opinion is attached hereto as Exhibit 5.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law provides for the indemnification
of the officers, directors and corporate employees and agents of the Company
under certain circumstances as follows:

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
         AGENTS; INSURANCE.

                  (a) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he 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 reasonable cause
         to believe that his conduct was unlawful.

                  (b) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by

                                        3
reason of the fact that he is or was a director, officer, employee or
         agent of the corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against expenses (including attorneys' fees) actually and reasonably
         incurred by him in connection with the defense or settlement of such
         action or suit if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation and except that no indemnification shall be made in respect
         of any claim, issue or matter as to which such person shall have been
         adjudged to be liable to the corporation unless and only to the extent
         that the Court of Chancery or the court in which such action or suit
         was brought shall determine upon application that, despite the
         adjudication of liability but in view of all the circumstance of the
         case, such person is fairly and reasonably entitled to indemnity for
         such expenses which the Court of Chancery or such court shall deem
         proper.

                  (c) To the extent that a director, officer, employee or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this section, or in defense of any claim, issue or
         matter therein, he shall be indemnified against expenses (including
         attorney's fees) actually and reasonably incurred by him in connection
         therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section. Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum consisting of directors who were not parties to such
         action, suit or proceeding, or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested directors so directs,
         by independent legal counsel in a written opinion, or (3) by the
         stockholders.

                  (e) Expenses incurred by an officer or director in defending
         any civil, criminal, administrative or investigative action, suit or
         proceeding may be paid by the corporation in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of such director to repay such amount if it
         shall ultimately be determined that he is not entitled to be
         indemnified by the corporation as authorized in this section. Such
         expenses including attorneys' fees incurred by other employees and
         agents may be so paid upon such terms and conditions, if any, as the
         board of directors deems appropriate.

                  (f) The indemnification and advancement expenses provided by,
         or granted pursuant to, the other subsections of this section shall not
         be deemed

                                        4
exclusive of any other rights to which those seeking indemnification or
         advancement expenses may be entitled under any by-law, agreement, vote
         of stockholders or disinterested directors or otherwise, both as to
         action in his official capacity and as to action in another capacity
         while holding such office.

                  (g) A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him in any such capacity or arising out of his status as such, whether
         or not the corporation would have the power to indemnify him against
         such liability under this section.

                  (h) For purposes of this Section, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers and employees or agents so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent corporation as he would have with respect
         to such constituent corporation if its separate existence had
         continued. (i) For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to an employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer, employee, or agent
         with respect to an employee benefit plan, its participants, or
         beneficiaries; and a person who acted in good faith and in a manner he
         reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the corporation" as
         referred to in this section.

                  (j) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this section shall, unless otherwise
         provided when authorized or ratified, continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors, and administrators of such person.

                                        5
Articles Ninth and Tenth of the Company's certificate of incorporation
provide as follows:

                                      NINTH

                  The personal liability of the directors of the Corporation is
         hereby eliminated to the fullest extent permitted by the provisions of
         paragraph (7) of subsection (b) of Section 102 of the Delaware General
         Corporation Law, as the same may be amended and supplemented.

                                      TENTH

                  The Corporation shall, to the fullest extent permitted by the
         provisions of Section 145 of the Delaware General Corporation Law, as
         the same may be amended and supplemented, indemnify any and all persons
         whom it shall have power to indemnify under said section from and
         against any and all of the expenses, liabilities or other matters
         referred to in or covered by said section, and the indemnification
         provided for herein shall not be deemed exclusive of any other rights
         to which those indemnified may be entitled under any by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

         Article XII of the Registrant's by-laws provides as follows:

         ARTICLE XII--INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  1. Indemnification. The corporation shall indemnify any person
         who was or is a party or is threatened to be made a party to any
         proceeding, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the corporation) by reason
         of the fact that such person is or was a director, trustee, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, trustee, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by such person in connection with such action, suit or
         proceeding if such person acted in good faith and in a manner such
         person 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 such person's conduct
         was unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, by itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person reasonably

                                        6
believed to be in or not opposed to the best interest of the
         corporation, and with respect to any criminal action or proceeding, had
         reasonable cause to believe that such person's conduct was lawful.

                  2. Derivative Action. The corporation shall indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of
         the corporation to procure a judgment in the corporation's favor by
         reason of the fact that such person is or was a director, trustee,
         officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, trustee, officer,
         employee or agent of any other corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by such person in connection with such action, suit
         or proceeding if such person acted in good faith and in a manner such
         person reasonably believed to be in or not opposed to the best
         interests of the corporation; provided, however, that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable for gross
         negligence or willful misconduct in the performance of such person's
         duty to the corporation unless and only to the extent that the court in
         which such action or suit was brought shall determine upon application
         that, despite circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses as such court shall
         deem proper. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, by itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person reasonably believed to be in or not opposed to the
         best interest of the corporation.

                  3. Successful Defense. To the extent that a director, trustee,
         officer, employee or agent of the corporation has been successful, on
         the merits or otherwise, in whole or in part, in defense of any action,
         suit or proceeding referred to in paragraphs 1 and 2 above, or in
         defense of any claim, issue or matter therein, such person shall be
         indemnified against expenses (including attorneys' fees) actually and
         reasonably incurred by such person in connection therewith.

                  4. Authorization. Any indemnification under paragraph 1 and 2
         above (unless ordered by a court) shall be made by the corporation only
         as authorized in the specific case upon a determination that
         indemnification of the director, trustee, officer, employee or agent is
         proper in the circumstances because such person has met the applicable
         standard of conduct set forth in paragraph 1 and 2 above. Such
         determination shall be made (a) by the board of directors by a majority
         vote of a quorum consisting of directors who were not parties to such
         action, suit or proceeding, (b) by independent legal counsel (selected
         by one or more of the directors, whether or not a quorum and whether or
         not disinterested) in a written opinion, or (c) by the stockholders.
         Anyone making such a determination under

                                        7
this paragraph 4 may determine that a person has met the standards
         therein set forth as to some claims, issues or matters but not as to
         others, and may reasonably prorate amounts to be paid as
         indemnification.

                  5. Advances. Expenses incurred in defending civil or criminal
         actions, suits or proceedings shall be paid by the corporation, at any
         time or from time to time in advance of the final disposition of such
         action, suit or proceeding as authorized in the manner provided in
         paragraph 4 above upon receipt of an undertaking by or on behalf of the
         director, trustee, officer, employee or agent to repay such amount
         unless it shall ultimately be determined by the corporation that the
         payment of expenses is authorized in this Section.

                  6. Nonexclusivity. The indemnification provided in this
         Section shall not be deemed exclusive of any other rights to which
         those indemnified may be entitled under any law, by-law, agreement,
         vote of stockholders or disinterested director or otherwise, both as to
         action in such person's official capacity and as to action in another
         capacity while holding such office, and shall continue as to a person
         who has ceased to be a director, trustee, officer, employee or agent
         and shall insure to the benefit of the heirs, executors, and
         administrators of such a person.

                  7. Insurance. The Corporation shall have the power to purchase
         and maintain insurance on behalf of any person who is or was a
         director, trustee, officer, employee or agent of the corporation, or is
         or was serving at the request of the corporation as a director,
         trustee, officer, employee or agent of any corporation, partnership,
         joint venture, trust or other enterprise, against any liability
         assessed against such person in any such capacity or arising out of
         such person's status as such, whether or not the corporation would have
         the power to indemnify such person against such liability.

                  8. "Corporation" Defined. For purpose of this action,
         references to the "corporation" shall include, in addition to the
         corporation, any constituent corporation (including any constituent of
         a constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had the power and
         authority to indemnify its directors, trustees, officers, employees or
         agents, so that any person who is or was a director, trustee, officer,
         employee or agent of such of constituent corporation will be considered
         as if such person was a director, trustee, officer, employee or agent
         of the corporation.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

Item 8.        EXHIBITS

                                        8
Exhibits No.                  Description
          ------------                  -----------
4.          Consulting Agreement dated January 12, 2001 between
                               Registrant and Daniel Ross.

                   5.          Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

                   23.1        Consent of Counsel (included in Exhibit 5 hereto)

                   23.2        Consent of Leslie Sufrin and Company, P.C., Independent
                               Auditors
Item 9.        UNDERTAKINGS

         1. The Company hereby undertakes:

                  (a) 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 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
                                    formation 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)(i) and (a)(ii) above do
         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 Company pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         this registration statement.

                  (b) 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 at the time shall
         be deemed to be the initial bonafide offering thereof.

                                        9
(c) 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.

         2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and, where applicable, each filing of any employee benefits plan's annual
report pursuant to 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 herein, and the offering of such
securities at that time shall be deemed to be in the initial bonafide offering
thereof.

         3. 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 any charter provision, by-law, contract,
arrangement, statute, 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 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.

                                       10
SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in New York, New York
on January 12, 2001.

                     VERTICALBUYER, INC.

                     By:                      /s/ TIM ROSEN
                           ---------------------------------------------------
                                                Tim Rosen
                                              President and
                                         Chief Executive Officer

                                             /s/ LESLIE KENT
                           ---------------------------------------------------
                                               Leslie Kent
                                         Chief Financial Officer

         In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature                                     Title                              Dated
                    ---------                                     -----                              -----
/s/ TIM ROSEN                  President, Treasurer, Director                January 12, 2001
------------------------------------------------
                    Tim Rosen

                 /s/ LESLIE KENT                 Chief Financial Officer,                      January 12, 2001
------------------------------------------------ Secretary, Director
                   Leslie Kent

               /s/ JOSEPH DONAHUE                Director                                      January 12, 2001
------------------------------------------------
                 Joseph Donahue

             /s/ ALEXANDER LUPINETTI             Director                                      January 12, 2001
------------------------------------------------
               Alexander Lupinetti
11
EXHIBIT INDEX
Exhibits No.               Description
------------               -----------
4.                Consulting Agreement dated January 12, 2001 between Registrant and
                           Daniel Ross.

         5.                Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

         23.1              Consent of Counsel (included in Exhibit 5 hereto)

         23.2              Consent of Leslie Sufrin and Company, P.C., Independent Auditors
12