<PAGE>



              To Become Effective Upon Filing Pursuant to Rule 462
     As filed with the Securities and Exchange Commission February 6, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ACTRADE FINANCIAL TECHNOLOGIES LTD.
                     (Formerly Actrade International, Ltd.)
             [Exact Name of Registrant as Specified in its Charter]
                        Commission File Number: 0-18711

              Delaware                           13-3437739
   [State of Incorporation]           [IRS Employer Identification No.]

                   7 Penn Plaza, Suite 422, New York NY 10001
                     [Address of Principal Executive Office]

                      ACTRADE FINANCIAL TECHNOLOGIES LTD.
                             2001 STOCK OPTION PLAN
                             [Full Name of The Plan]

      ELIZABETH MELNIK, SECRETARY OF ACTRADE FINANCIAL TECHNOLOGIES LTD.,
                  7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
                                 (212) 563-1036
            [Name, Address and Telephone Number of Agent for Service]
                       With Copy to: YVONNE REBATTA, ESQ.
                   7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
                               TEL: (212) 563-1036

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 TITLE OF             AMOUNT TO BE     PROPOSED      PROPOSED           AMOUNT OF
SECURITIES            REGISTERED(1)    MAXIMUM        MAXIMUM         REGISTRATION
  TO BE                                OFFERING      AGGREGATE             FEE
REGISTERED                             PRICE          OFFERING
                                       PER SHARE(2)    PRICE(2)
<S>                   <C>             <C>             <C>                <C>
Common Stock, par
value $0.0001         4,065,619       $13.94(a)       $56,674,729(a)     $14,169

Common Stock, par       934,381       $25.91(b)       $24,209,812(b)     $ 6,052
value $0.0001

Total Fee                                                                $20,221
--------------------------------------------------------------------------------
</TABLE>








<PAGE>





-----------------------------------------------------------------------------
(1)  This Registration Statement covers up to 5,000,000 shares (the "Shares") of
     Common Stock of Actrade Financial Technologies Ltd. (the "Company"), par
     value $.0001 per share, to be issued under the Actrade Technologies Ltd.
     2001 Stock Option Plan (the "Plan")
(2)  (a) Pursuant to Rule 457(h), estimated solely for the purpose of
     calculating the registration fee on the basis of the average of the
     exercise price of presently outstanding options and warrants not yet
     exercised.
(b)  Pursuant to Rule 457(c), estimated solely for the purpose of calculating
     the registration fee on the basis of the average of the bid and asked sale
     prices of the Registrant's Common Stock on the NASDAQ National Market on
     January 1, 2001.







2




<PAGE>




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

ITEM 1.     Plan Information.*

ITEM 2.     Registrant Information and Employee Plan Annual Information.*

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

PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are
incorporated by reference into the Registration Statement:

         (a) Registrant's latest Annual Report on Form 10-K filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, (the
         "Exchange Act") or the Company's latest prospectus filed pursuant to
         Rule 424(b) under the Act that contains audited financial statements
         for the Company's latest fiscal year for which such statements have
         been filed, which contains, either directly or by incorporation by
         reference, audited financial statements for the Company's latest fiscal
         year for which such statements have been filed;

         (b) All other documents listed below and any future filings the
         Registrant will make with the Commission under Section 13(a) or 15(d)
         of the Exchange Act or the registration statement referred to in (a)
         above:

         Registrant's Quarterly Report on Form 10-Q for the period ended
         December 31, 2000 and Current Reports on Form 8-K filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

         The description of the Registrant's common stock contained in its
         registration statement on Form 8-A, as filed in June, 1990 with the
         Commission; and

         All reports and other documents subsequently filed by the Registrant
         pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
         after 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
         de-register all securities then remaining unsold, shall be deemed to be
         incorporated by reference in this Registration Statement and to be part
         hereof from the date of filing of such reports and documents. Any
         statement contained in a document incorporated or deemed to be
         incorporated by reference herein shall be deemed to be modified or
         superseded for purposes of this Registration Statement to the extent
         that a statement contained herein or in any other subsequently filed





3




<PAGE>




         document which also is or is deemed to be incorporated by reference
         herein modifies or supersedes such statements. Any such statement so
         modified or superseded shall not be deemed, except as so modified or
         superseded, to constitute part of this Registration Statement.

ITEM 4.  Description of Securities.

The authorized capital stock of the Company consists of 100,000,000 Shares of
common stock, par value $.0001 per Share. The holders of common stock (i) have
equal and ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all of the assets of the Company available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto); and (iv) are entitled to one non-cumulative vote per share on all
matters which shareholders may vote at all meetings of shareholders.

Since its inception, the Company has not paid any cash dividend on its Common
Stock and does anticipate that it will pay cash dividends in the foreseeable
future.

Registrant is registering hereunder 5,000,000 shares of its authorized but
unissued common stock which are intended to be issued upon the exercise of the
5,000,000 options and warrants pursuant to the Plan. All shares of common stock
now outstanding are fully paid for and non-assessable and all shares of common
stock which are the subject of this Registration Statement, when issued, will
also be fully paid and non-assessable.

ITEM 5. Interests of Named Experts and Counsel.

            Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

The Registrant has purchased and maintains a Directors, Officers and Corporate
Liability Insurance Policy with National Union Fire Insurance Company of
Pittsburgh, PA. on behalf of any person who is a director or officer of the
Registrant against any liability asserted against him and incurred by him in any
such capacity or arising out of his capacity as such.

Pursuant to Delaware General Corporation Law Section 145, Registrant may
indemnify its directors, officers, employees or agents against liabilities which
they may incur in their capacity as such. Section 145 contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). The by-laws of
the Company state that the indemnification provisions of Section 145 of the
Delaware General Corporation Law shall be utilized to the fullest extent
permitted thereby.





4




<PAGE>




ITEM 7.  Exemption From Registration Claimed.

                  Not Applicable.

ITEM 8.  EXHIBITS.

The following exhibits are filed as part of the Registration Statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:

<TABLE>
<CAPTION>
EXHIBIT NO.                DESCRIPTION

<S>      <C>
4.1      Form of Common Stock certificate (incorporated by reference to
         Copy of Certificate of Common Stock, filed previously as
         Exhibit 4 to Registrants S-18 Registration Statement,
         amendments and post-effective amendments thereto, under SEC
         file No. 33-15950-NY.

4.2      Actrade Financial Technologies Ltd. 2001 Stock Option Plan.

4.3      Form of Stock Option Agreement in connection with Actrade Financial
         Technologies Ltd. 2001 Stock Option Plan.

5.0      Opinion of Legal Counsel as to the legality of the securities being
         registered.

5.1      Consent of Legal Counsel (included in Exhibit 5.0 hereto)

23.1     Consent of Independent Auditors.

24       Powers of Attorney from the members of the Board of Directors
         or the Registrant (contained on the signature page).

</TABLE>


ITEM 9.     UNDERTAKINGS.

         Registrant hereby undertakes:

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

             (i)      To include any prospectus required by Section 10(a)(3) of
                      the 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 hereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      Registration Statement. Notwithstanding the foregoing,
                      any increase or decrease in volume of securities offered
                      (if the total dollar value of securities offered would
                      not exceed that which was registered) and any deviation
                      from the low or high amounts of the estimated maximum




5






<PAGE>




                      offering range may be reflected in the form of prospectus
                      filed with the Commission pursuant to Rule 124(b) if, in
                      the aggregate, the changes in volume and price represent
                      no more than a 20% change in the maximum offering price
                      set forth in the "Calculation of Registration Fee" table
                      in the effective 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 Paragraph 9(1)(i) and 9(1)(ii) 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 Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.

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

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 the initial bona fide offering
thereof.

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





6




<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Registration Statement Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of New York, State of New York on the 5th
day of February, 2001.

                                  ACTRADE FINANCIAL TECHNOLOGIES LTD.
                                  (REGISTRANT)

                                  BY: /s/ AMOS AHARONI
                                     ------------------------------------------
                                     AMOS AHARONI, CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Alexander C. Stonkus, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all the said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.


<TABLE>
<CAPTION>

         SIGNATURES                      TITLE                       DATE


<S>                               <C>                                      <C>
/s/ Amos Aharoni                  Chairman of the Board                    February 5, 2001
-------------------------
Amos Aharoni

/s/ Alexander C. Stonkus          President and Chief Executive            February 5, 2001
-------------------------         Officer and Director
Alexander C. Stonkus

/s/ Joseph D'Alessandris          Chief Financial Officer                  February 5, 2001
-------------------------
Joseph D'Alessandris

/s/ Elizabeth Melnik              Secretary/Treasurer                      February 5, 2001
-------------------------         and Director
Elizabeth Melnik

/s/ John Woerner                  Vice President and Director              February 5, 2001
-------------------------
John Woerner
</TABLE>




7




<PAGE>





<TABLE>
<S>                               <C>                                      <C>
/s/ Harry Friedman                Director                                 February 5, 2001
-------------------------
Harry Friedman

/s/ Robert Furstner               Director                                 February 5, 2001
-------------------------
Robert Furstner


</TABLE>



8
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{"company-data": {"conformed-name": "ACTRADE FINANCIAL TECHNOLOGIES LTD", "cik": "0000819255", "assigned-sic": "6153", "irs-number": "133437739", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55050", "film-number": "1526082"}, "business-address": {"street1": "7 PENN PLZ STE 422", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2125631036"}, "mail-address": {"street1": "7 PENN PLAZA STE 422", "street2": "7 PENN PLAZA STE 422", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": [{"former-conformed-name": "ACTRADE INTERNATIONAL LTD", "date-changed": "19930518"}, {"former-conformed-name": "ACQUISITION CAPABILITY INC", "date-changed": "19920703"}]}
To Become Effective Upon Filing Pursuant to Rule 462
     As filed with the Securities and Exchange Commission February 6, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ACTRADE FINANCIAL TECHNOLOGIES LTD.
                     (Formerly Actrade International, Ltd.)
             [Exact Name of Registrant as Specified in its Charter]
                        Commission File Number: 0-18711

              Delaware                           13-3437739
   [State of Incorporation]           [IRS Employer Identification No.]

                   7 Penn Plaza, Suite 422, New York NY 10001
                     [Address of Principal Executive Office]

                      ACTRADE FINANCIAL TECHNOLOGIES LTD.
                             2001 STOCK OPTION PLAN
                             [Full Name of The Plan]

      ELIZABETH MELNIK, SECRETARY OF ACTRADE FINANCIAL TECHNOLOGIES LTD.,
                  7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
                                 (212) 563-1036
            [Name, Address and Telephone Number of Agent for Service]
                       With Copy to: YVONNE REBATTA, ESQ.
                   7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
                               TEL: (212) 563-1036

                        CALCULATION OF REGISTRATION FEE
TITLE OF             AMOUNT TO BE     PROPOSED      PROPOSED           AMOUNT OF
SECURITIES            REGISTERED(1)    MAXIMUM        MAXIMUM         REGISTRATION
  TO BE                                OFFERING      AGGREGATE             FEE
REGISTERED                             PRICE          OFFERING
                                       PER SHARE(2)    PRICE(2)
Common Stock, par
value $0.0001         4,065,619       $13.94(a)       $56,674,729(a)     $14,169

Common Stock, par       934,381       $25.91(b)       $24,209,812(b)     $ 6,052
value $0.0001

Total Fee                                                                $20,221
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------
(1)  This Registration Statement covers up to 5,000,000 shares (the "Shares") of
     Common Stock of Actrade Financial Technologies Ltd. (the "Company"), par
     value $.0001 per share, to be issued under the Actrade Technologies Ltd.
     2001 Stock Option Plan (the "Plan")
(2)  (a) Pursuant to Rule 457(h), estimated solely for the purpose of
     calculating the registration fee on the basis of the average of the
     exercise price of presently outstanding options and warrants not yet
     exercised.
(b)  Pursuant to Rule 457(c), estimated solely for the purpose of calculating
     the registration fee on the basis of the average of the bid and asked sale
     prices of the Registrant's Common Stock on the NASDAQ National Market on
     January 1, 2001.

2
PART I.     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     Plan Information.*

ITEM 2.     Registrant Information and Employee Plan Annual Information.*

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

PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are
incorporated by reference into the Registration Statement:

         (a) Registrant's latest Annual Report on Form 10-K filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, (the
         "Exchange Act") or the Company's latest prospectus filed pursuant to
         Rule 424(b) under the Act that contains audited financial statements
         for the Company's latest fiscal year for which such statements have
         been filed, which contains, either directly or by incorporation by
         reference, audited financial statements for the Company's latest fiscal
         year for which such statements have been filed;

         (b) All other documents listed below and any future filings the
         Registrant will make with the Commission under Section 13(a) or 15(d)
         of the Exchange Act or the registration statement referred to in (a)
         above:

         Registrant's Quarterly Report on Form 10-Q for the period ended
         December 31, 2000 and Current Reports on Form 8-K filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

         The description of the Registrant's common stock contained in its
         registration statement on Form 8-A, as filed in June, 1990 with the
         Commission; and

         All reports and other documents subsequently filed by the Registrant
         pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
         after 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
         de-register all securities then remaining unsold, shall be deemed to be
         incorporated by reference in this Registration Statement and to be part
         hereof from the date of filing of such reports and documents. Any
         statement contained in a document incorporated or deemed to be
         incorporated by reference herein shall be deemed to be modified or
         superseded for purposes of this Registration Statement to the extent
         that a statement contained herein or in any other subsequently filed

3
document which also is or is deemed to be incorporated by reference
         herein modifies or supersedes such statements. Any such statement so
         modified or superseded shall not be deemed, except as so modified or
         superseded, to constitute part of this Registration Statement.

ITEM 4.  Description of Securities.

The authorized capital stock of the Company consists of 100,000,000 Shares of
common stock, par value $.0001 per Share. The holders of common stock (i) have
equal and ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all of the assets of the Company available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto); and (iv) are entitled to one non-cumulative vote per share on all
matters which shareholders may vote at all meetings of shareholders.

Since its inception, the Company has not paid any cash dividend on its Common
Stock and does anticipate that it will pay cash dividends in the foreseeable
future.

Registrant is registering hereunder 5,000,000 shares of its authorized but
unissued common stock which are intended to be issued upon the exercise of the
5,000,000 options and warrants pursuant to the Plan. All shares of common stock
now outstanding are fully paid for and non-assessable and all shares of common
stock which are the subject of this Registration Statement, when issued, will
also be fully paid and non-assessable.

ITEM 5. Interests of Named Experts and Counsel.

            Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

The Registrant has purchased and maintains a Directors, Officers and Corporate
Liability Insurance Policy with National Union Fire Insurance Company of
Pittsburgh, PA. on behalf of any person who is a director or officer of the
Registrant against any liability asserted against him and incurred by him in any
such capacity or arising out of his capacity as such.

Pursuant to Delaware General Corporation Law Section 145, Registrant may
indemnify its directors, officers, employees or agents against liabilities which
they may incur in their capacity as such. Section 145 contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). The by-laws of
the Company state that the indemnification provisions of Section 145 of the
Delaware General Corporation Law shall be utilized to the fullest extent
permitted thereby.

4
ITEM 7.  Exemption From Registration Claimed.

                  Not Applicable.

ITEM 8.  EXHIBITS.

The following exhibits are filed as part of the Registration Statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:
EXHIBIT NO.                DESCRIPTION
4.1      Form of Common Stock certificate (incorporated by reference to
         Copy of Certificate of Common Stock, filed previously as
         Exhibit 4 to Registrants S-18 Registration Statement,
         amendments and post-effective amendments thereto, under SEC
         file No. 33-15950-NY.

4.2      Actrade Financial Technologies Ltd. 2001 Stock Option Plan.

4.3      Form of Stock Option Agreement in connection with Actrade Financial
         Technologies Ltd. 2001 Stock Option Plan.

5.0      Opinion of Legal Counsel as to the legality of the securities being
         registered.

5.1      Consent of Legal Counsel (included in Exhibit 5.0 hereto)

23.1     Consent of Independent Auditors.

24       Powers of Attorney from the members of the Board of Directors
         or the Registrant (contained on the signature page).
ITEM 9.     UNDERTAKINGS.

         Registrant hereby undertakes:

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

             (i)      To include any prospectus required by Section 10(a)(3) of
                      the 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 hereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      Registration Statement. Notwithstanding the foregoing,
                      any increase or decrease in volume of securities offered
                      (if the total dollar value of securities offered would
                      not exceed that which was registered) and any deviation
                      from the low or high amounts of the estimated maximum

5
offering range may be reflected in the form of prospectus
                      filed with the Commission pursuant to Rule 124(b) if, in
                      the aggregate, the changes in volume and price represent
                      no more than a 20% change in the maximum offering price
                      set forth in the "Calculation of Registration Fee" table
                      in the effective 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 Paragraph 9(1)(i) and 9(1)(ii) 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 Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.

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

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 the initial bona fide offering
thereof.

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

6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Registration Statement Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of New York, State of New York on the 5th
day of February, 2001.

                                  ACTRADE FINANCIAL TECHNOLOGIES LTD.
                                  (REGISTRANT)

                                  BY: /s/ AMOS AHARONI
                                     ------------------------------------------
                                     AMOS AHARONI, CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Alexander C. Stonkus, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all the said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES                      TITLE                       DATE
/s/ Amos Aharoni                  Chairman of the Board                    February 5, 2001
-------------------------
Amos Aharoni

/s/ Alexander C. Stonkus          President and Chief Executive            February 5, 2001
-------------------------         Officer and Director
Alexander C. Stonkus

/s/ Joseph D'Alessandris          Chief Financial Officer                  February 5, 2001
-------------------------
Joseph D'Alessandris

/s/ Elizabeth Melnik              Secretary/Treasurer                      February 5, 2001
-------------------------         and Director
Elizabeth Melnik

/s/ John Woerner                  Vice President and Director              February 5, 2001
-------------------------
John Woerner
7
/s/ Harry Friedman                Director                                 February 5, 2001
-------------------------
Harry Friedman

/s/ Robert Furstner               Director                                 February 5, 2001
-------------------------
Robert Furstner
8