As filed with the Securities and
Exchange Commission on August __, 1999                     Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                UBARTER.COM INC.
             (Exact name of Registrant as specified in its charter)

           Nevada                                        91-1739746
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                      21400 International Blvd., Suite 207
                            Seattle, Washington 98198
                                 (206) 870-9290
                     Address of Principal Executive Offices

                    Stock Option Grant to Astra Ventures, LLC
                      Stock Option Grant to Kevin Andersen
                             1998 Stock Option Plan
                           (Full titles of the plans)

                                  Steven White
                              c/o Ubarter.com Inc.
                      21400 International Blvd., Suite 207
                            Seattle, Washington 98198
                     (Name and address of agent for service)

                                 (206) 870-9290
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of               Amount to         Proposed Maximum Offering       Proposed Maximum Aggregate       Amount of
Securities to be Registered(1)     be Registered            Price Per Share                  Offering Price         Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>                             <C>                        <C>
Common Shares subject to           630,000 shares             $11.11(2)                       $7,000,000                 $1,946
outstanding options under the
Astra Ventures, LLC Grant
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to            40,000 shares             $0.8125                         $   32,500                 $   10
outstanding options under the
Kevin Andersen Grant
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to           528,000 shares             $2.25(3)                        $1,188,000                 $  330
outstanding options under the
Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to       627,040 shares             $3.22(4)                        $2,019,069                 $  562
outstanding options under the
Plan
------------------------------------------------------------------------------------------------------------------------------------
Total                             1,825,040 shares                                            $10,239,569                 $2,848
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Shares, with a par value of $0.001 per share, offered by the Company
     pursuant to the Plans described herein.

(2)  Based on the  average  exercise  price of options  granted  under the Stock
     Option  Grant  to Astra  Ventures,  LLC  outstanding  as of the date of the
     filing of this registration statement.

(3)  Based on the average exercise price of options granted under the 1998 Stock
     Option Plan  outstanding as of the date of the filing of this  registration
     statement.

(4)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on July 23,  1999,  as
     quoted on the National  Association of Securities  Dealer  Over-The-Counter
     Bulletin Board, which was US$3.22 per share.

                         Page 1 of ____ pages. Exhibit

                         Index begins at page ________.

--------------------------------------------------------------------------------
================================================================================

<PAGE>


This  registration  statement on Form S-8 registers  common  shares,  with a par
value of $0.001 per share, of Ubarter.com,  Inc. (the "Registrant") to be issued
pursuant to the  exercise of options or rights  granted  under the Stock  Option
Grant to Astra  Ventures,  LLC,  Stock  Option  Grant to Kevin  Andersen and the
Registrant's 1998 Stock Option Plan.


PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  latest annual report filed pursuant to Section 13(a)
     or 15(d) of the  Exchange  Act filed on July 12,  1999 for the fiscal  year
     ended March 31, 1999, as amended on July 29, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual  report
     incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
     Registrant's  registration statement on Form SB-2 filed with the Securities
     and Exchange  Commission  on January 29, 1999,  including  any amendment or
     report filed for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The Articles of  Incorporation  and the By-laws of the Registrant  provide that,
subject to the Nevada  Business  Corporation  Act (the "NBCA"),  the  Registrant
shall  indemnify a director or officer of the  Registrant,  a former director or
officer  of the  Registrant  or a person  who acts or acted at the  Registrant's
request as a director or officer of a body  corporate of which the Registrant is
or was a  shareholder  or  creditor,  and his heirs  and legal  representatives,
against all costs, charges and expenses reasonably incurred by him in respect of
certain  actions  or  proceedings  to which he is made a party by  reason of his
office,  if he meets  certain  specified  standards  of  conduct  and shall also
indemnify  any such person in such  circumstances  as the NBCA or law permits or
requires.

Under the NBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor,  the  Registrant  may indemnify a present or
former  director  or  officer  or a person  who  acts or acted at the  Company's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect to any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by  reason of his  position  with the  Registrant  and  provided  that the
director  or officer  acted  honestly  and in good faith with a view to the best
interests of the Registrant,  and, in the case of a criminal,  or administrative
action or  proceeding  that is enforced by a monetary  penalty,  has  reasonable
grounds for believing that his conduct was lawful.  Such  indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to  indemnification  from the  Registrant  as a matter of
right  if he was  substantially  successful  on the  merits  and  fulfilled  the
conditions set forth above.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.



                                      II-1
<PAGE>


Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit Number           Exhibit
--------------           -------
   4.1                   Stock Option Grant to Astra Ventures, LLC
   4.2                   Stock Option Grant to Kevin Andersen
   4.3                   1998 Stock Option Plan
   5.1                   Opinion of Dorsey & Whitney LLP
  23.1                   Consent of Moss Adams
  23.3                   Consent of Dorsey & Whitney LLP (Included in
                           Exhibit 5.1)
  24.1                   Power of Attorney (See page II-5 of this
                           registration statement)


Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  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 and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of





                                      II-2

<PAGE>


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 the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities 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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.













                                      II-3

<PAGE>


                                   Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  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 Seattle, State of Washington,  on this 20th day
of August, 1999.

                                       UBARTER.COM INC.



                                       By: /s/ Steven White
                                           -------------------------------------
                                           Steven White, Chief Executive Officer













                                      II-4

<PAGE>


                                Power of Attorney

     Each person whose signature  appears below  constitutes and appoints Steven
White and Kevin Anderson, or any of them, his  attorney-in-fact,  with the power
of substitution,  for them in any and all capacities,  to sign any amendments to
this  registration  statement,  and to file the same, with exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

    Signature               Title                                     Date

/s/ Steven White
-----------------------
    Steven White            Chairman of the Board, Chief         August 20, 1999
                            Executive Officer and Director
                            (Principal Executive Officer)


/s/ Kevin R. Andersen
-----------------------
  Kevin R. Andersen         Chief Financial Officer              August 20, 1999
                            (Principal Financial Officer
                            and Accounting Officer)


/s/ Alan Zimmelman
-----------------------
    Alan Zimmelman          Director                             August 20, 1999


/s/ Richard Mayer
-----------------------
    Richard Mayer           Director                             August 20, 1999


/s/ Glen T. White
-----------------------
    Glen T. White           Director                             August 20, 1999





                                      II-5
<PAGE>


                                  Exhibit index

Exhibit Number       Exhibit                                          Page
--------------       -------                                          ----
    4.1              Stock Option Grant to Astra Ventures, LLC
    4.2              Stock Option Grant to Kevin Andersen
    4.3              1998 Stock Option Plan
    5.1              Opinion of Dorsey & Whitney LLP
   23.1              Consent of Moss Adams
   23.2              Consent of Dorsey & Whitney LLP
                      (Included in Exhibit 5.1)








                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17625}]
{"company-data": {"conformed-name": "UBARTER COM INC", "cik": "0001030814", "assigned-sic": "7389", "irs-number": "911739746", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85717", "film-number": "99697144"}, "business-address": {"street1": "21400 INTERNATIONAL BLVD STE 207", "city": "SEATTLE", "state": "WA", "zip": "98198-6086", "phone": "2068709290"}, "former-company": {"former-conformed-name": "INTERNATIONAL BARTER CORP", "date-changed": "19980407"}}
As filed with the Securities and
Exchange Commission on August __, 1999                     Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                UBARTER.COM INC.
             (Exact name of Registrant as specified in its charter)

           Nevada                                        91-1739746
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                      21400 International Blvd., Suite 207
                            Seattle, Washington 98198
                                 (206) 870-9290
                     Address of Principal Executive Offices

                    Stock Option Grant to Astra Ventures, LLC
                      Stock Option Grant to Kevin Andersen
                             1998 Stock Option Plan
                           (Full titles of the plans)

                                  Steven White
                              c/o Ubarter.com Inc.
                      21400 International Blvd., Suite 207
                            Seattle, Washington 98198
                     (Name and address of agent for service)

                                 (206) 870-9290
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of               Amount to         Proposed Maximum Offering       Proposed Maximum Aggregate       Amount of
Securities to be Registered(1)     be Registered            Price Per Share                  Offering Price         Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to           630,000 shares             $11.11(2)                       $7,000,000                 $1,946
outstanding options under the
Astra Ventures, LLC Grant
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to            40,000 shares             $0.8125                         $   32,500                 $   10
outstanding options under the
Kevin Andersen Grant
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to           528,000 shares             $2.25(3)                        $1,188,000                 $  330
outstanding options under the
Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to       627,040 shares             $3.22(4)                        $2,019,069                 $  562
outstanding options under the
Plan
------------------------------------------------------------------------------------------------------------------------------------
Total                             1,825,040 shares                                            $10,239,569                 $2,848
------------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, with a par value of $0.001 per share, offered by the Company
     pursuant to the Plans described herein.

(2)  Based on the  average  exercise  price of options  granted  under the Stock
     Option  Grant  to Astra  Ventures,  LLC  outstanding  as of the date of the
     filing of this registration statement.

(3)  Based on the average exercise price of options granted under the 1998 Stock
     Option Plan  outstanding as of the date of the filing of this  registration
     statement.

(4)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on July 23,  1999,  as
     quoted on the National  Association of Securities  Dealer  Over-The-Counter
     Bulletin Board, which was US$3.22 per share.

                         Page 1 of ____ pages. Exhibit

                         Index begins at page ________.

--------------------------------------------------------------------------------
================================================================================
This  registration  statement on Form S-8 registers  common  shares,  with a par
value of $0.001 per share, of Ubarter.com,  Inc. (the "Registrant") to be issued
pursuant to the  exercise of options or rights  granted  under the Stock  Option
Grant to Astra  Ventures,  LLC,  Stock  Option  Grant to Kevin  Andersen and the
Registrant's 1998 Stock Option Plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  latest annual report filed pursuant to Section 13(a)
     or 15(d) of the  Exchange  Act filed on July 12,  1999 for the fiscal  year
     ended March 31, 1999, as amended on July 29, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual  report
     incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
     Registrant's  registration statement on Form SB-2 filed with the Securities
     and Exchange  Commission  on January 29, 1999,  including  any amendment or
     report filed for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The Articles of  Incorporation  and the By-laws of the Registrant  provide that,
subject to the Nevada  Business  Corporation  Act (the "NBCA"),  the  Registrant
shall  indemnify a director or officer of the  Registrant,  a former director or
officer  of the  Registrant  or a person  who acts or acted at the  Registrant's
request as a director or officer of a body  corporate of which the Registrant is
or was a  shareholder  or  creditor,  and his heirs  and legal  representatives,
against all costs, charges and expenses reasonably incurred by him in respect of
certain  actions  or  proceedings  to which he is made a party by  reason of his
office,  if he meets  certain  specified  standards  of  conduct  and shall also
indemnify  any such person in such  circumstances  as the NBCA or law permits or
requires.

Under the NBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor,  the  Registrant  may indemnify a present or
former  director  or  officer  or a person  who  acts or acted at the  Company's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect to any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by  reason of his  position  with the  Registrant  and  provided  that the
director  or officer  acted  honestly  and in good faith with a view to the best
interests of the Registrant,  and, in the case of a criminal,  or administrative
action or  proceeding  that is enforced by a monetary  penalty,  has  reasonable
grounds for believing that his conduct was lawful.  Such  indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to  indemnification  from the  Registrant  as a matter of
right  if he was  substantially  successful  on the  merits  and  fulfilled  the
conditions set forth above.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

                                      II-1
Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit Number           Exhibit
--------------           -------
   4.1                   Stock Option Grant to Astra Ventures, LLC
   4.2                   Stock Option Grant to Kevin Andersen
   4.3                   1998 Stock Option Plan
   5.1                   Opinion of Dorsey & Whitney LLP
  23.1                   Consent of Moss Adams
  23.3                   Consent of Dorsey & Whitney LLP (Included in
                           Exhibit 5.1)
  24.1                   Power of Attorney (See page II-5 of this
                           registration statement)

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  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 and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of

                                      II-2
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 the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities 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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-3
Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  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 Seattle, State of Washington,  on this 20th day
of August, 1999.

                                       UBARTER.COM INC.

                                       By: /s/ Steven White
                                           -------------------------------------
                                           Steven White, Chief Executive Officer

                                      II-4
Power of Attorney

     Each person whose signature  appears below  constitutes and appoints Steven
White and Kevin Anderson, or any of them, his  attorney-in-fact,  with the power
of substitution,  for them in any and all capacities,  to sign any amendments to
this  registration  statement,  and to file the same, with exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

    Signature               Title                                     Date

/s/ Steven White
-----------------------
    Steven White            Chairman of the Board, Chief         August 20, 1999
                            Executive Officer and Director
                            (Principal Executive Officer)

/s/ Kevin R. Andersen
-----------------------
  Kevin R. Andersen         Chief Financial Officer              August 20, 1999
                            (Principal Financial Officer
                            and Accounting Officer)

/s/ Alan Zimmelman
-----------------------
    Alan Zimmelman          Director                             August 20, 1999

/s/ Richard Mayer
-----------------------
    Richard Mayer           Director                             August 20, 1999

/s/ Glen T. White
-----------------------
    Glen T. White           Director                             August 20, 1999

                                      II-5
Exhibit index

Exhibit Number       Exhibit                                          Page
--------------       -------                                          ----
    4.1              Stock Option Grant to Astra Ventures, LLC
    4.2              Stock Option Grant to Kevin Andersen
    4.3              1998 Stock Option Plan
    5.1              Opinion of Dorsey & Whitney LLP
   23.1              Consent of Moss Adams
   23.2              Consent of Dorsey & Whitney LLP
                      (Included in Exhibit 5.1)

                                      II-6