To become effective upon filing pursuant to Rule 462
As filed with the Securities and Exchange Commission April 29, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                           ACTRADE INTERNATIONAL, LTD.
               (Exact name of issuer as specified in its charter)



Commission file number: 0-18711


       DELAWARE                   13-3437739
(State of incorporation)      (IRS employee ID#)


          7 PENN PLAZA, SUITE 422, NEW YORK, NY  10001  TEL: (212) 563-1036
              (Address of principal place of business and executive office)


                CONSULTING AGREEMENT BETWEEN ACTRADE INTERNATIONAL, LTD.
                                AND PAUL GROPMAN
                               (Full name of plan)

             Mr. Amos Aharoni, 7 Penn Plaza, Suite 422, New York, NY  10001
                       (Name and address of agent for service)

                       COPY TO: Kogan & Associates, L.L.C.
         9 Broadway, Suite 2704, New York, NY 10006 Tel: (212) 425-8200


Approximate date of commencement of proposed sale to public: As soon as possible
after the Registration Statement is effective.


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

TITLE OF                            AMOUNT                PROPOSED             PROPOSED              AMOUNT OF
SECURITIES                          BEING                 MAXIMUM              MAXIMUM               REGISTRATION
BEING                               REGISTERED            OFFERING             AGGREGATE             FEE
REGISTERED                                                PRICE                OFFERING
                                                          PER                  PRICE (1)
                                                          SHARE
<S>                                  <C>                  <C>                  <C>                      <C>

Common stock, par
value $0.0001                         4,300                $1.75                $7,525                   $100

Total fee                                                                                                $100

</TABLE>

(1) Estimated solely for purposes of calculating the Registration Fee.



                                                                            1


<PAGE>






Part I. Information required in the section 10 (a) prospectus

Item 1.  Plan information

Registrant  (sometimes  referred to herein as the  "Company") has entered into a
business service  consulting  agreement (the  "Consulting  Agreement") with Paul
Gropman  ("Gropman" or "Consultant") of Los Angeles  California dated January 2,
1996.

Pursuant to the Consulting Agreement,  Gropman was engaged as a consultant on an
independent  contractor basis to assist Actrade and its management in broadening
its exposure to the financial community.  Gropman agreed to use his best efforts
and render such  services and advice as may be  requested by Actrade's  Board of
Directors  and as may be  necessary  in  order to  achieve  such  purpose.  Said
services were to include, but not be limited to, making available to Actrade the
advice and  assistance  of Gropman,  who would be  available  to Actrade and its
management  on an "as  needed"  basis,  having  regard for the other  duties and
commitments, as reasonably requested upon reasonable notice.

As compensation  for the services to be provided,  the Company  provided Gropman
with certain  warrants to purchase up to an  aggregate  of 15,000  shares of the
Company's  common stock at a price of $1.75 per share (the  "Price") at any time
during the two (2) year period commencing on January 2, 1996 and ending December
31, 1998.

Consultant  was granted  "piggy-back"  registration  rights with  respect to all
15,000 shares of common stock  underlying the aforesaid  warrants.  In addition,
with  respect  to the  shares of common  stock  underlying  the  15,000  options
exercises by Consultant thereunder, the Company is obligated to prepare and file
this  Registration  Statement of Form S-8 within 10 days following  Consultant's
due exercise thereof. As of April 23, 1998,  Consultant duly exercised the first
4,300 of such options and delivered to the Company  payment in full therefore in
the amount of $7,525,  thereby meeting the condition  precedent to the filing of
this Registration Statement.

All options referred to in the original Consulting Agreement have been cancelled
by the mutual  agreement of the Company and the Consultant  except for the 4,300
options referred to herein.

Item 2.  Registrant information and employee plan annual information

Registrant shall provide the Consultants,  without charge, upon their written or
oral requests,  the documents incorporated herein by reference in Item 3 of Part
II of this Registration Statement.  Registrant shall also provide to Consultant,
without  charge  upon their oral or written  request,  with all other  documents
required  to be  delivered  to  Consultants  pursuant to Rule  428(b).  All such
requests  shall be directed to Registrant at 7 Penn Plaza,  Suite 422, New York,
NY 10001, telephone (212)563-1036.

Part II.  Information required in the Registration Statement

Item 3.  Incorporation of documents by reference.

The following  documents  filed with the Securities and Exchange  Commission are
incorporated by reference:

(a) Registrant's Annual Report on Form 10-KSB for the period ended June 30, 1997
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
which  contain,  either  directly or by  incorporation  be reference,  certified
financial  statements  for the  Company's  latest  fiscal  year for  which  such
statements have been filed;

(b) All other  reports,  including but not limited to Quarterly  Reports on Form
10-QSB and current reports on Form 8-K, filed by Registrant  pursuant to Section
13(a) or 15(d) of the Exchange Act;

                                                                             2


<PAGE>




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

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  thereof,
when,  as and if declared by the Board of  Directors  of the  Company;  (ii) are
entitled  to  share  ratably  in  all  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  under 4,300 shares of its  authorized  but unissued
common  stock which are  intended  to be issued  upon the  exercise of the 4,300
options  discussed  herein above. 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 for
and non-assessable.

Item 5.  Interest of named experts and counsel.

Not applicable

Item 6.  Indemnification of officers and directors.

There is no charter provision, by-law, contract or other arrangement under which
any  controlling  person,  director  or  officer  of  Registrant  is  insured or
indemnified in any manner against  liability  which he may incur in his capacity
as such. However,  pursuant to Delaware  Corporation Law Section 145, Registrant
may indemnify its directors,  officers and employees  against  liabilities which
they may incur in their capacity as such.

Section 145 of the Delaware General  Corporation Law contains various provisions
entitling   directors,   officers,   employees  or  agents  of  the  Company  to
indemnification   from  judgements,   fines,  amounts  paid  in  settlement  and
reasonable  expenses,  including  attorney's 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 interest 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).  Also,
the By-Laws of the Company state that the indemnification  provisions of Section
145 of the  Delaware  Corporation  Code shall be utilized to the fullest  extent
permitted.

Item 7.  Exemption from registration claimed.

Not applicable

Item 8.  Exhibits.

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

                                                                        3


<PAGE>






                 Exhibit No.            Title

                     5             Opinion of Kogan &  Associates,
                                   LLC  regarding  the legality of
                                   the securities registered.

                    10            Consulting agreement with Paul Gropman

                    24            Consent of Kogan & Associates, LLC counsel to
                                  Registrant


Item 9.  Undertakings

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers and  controlling  persons of  registrant
pursuant to the foregoing provisions, or otherwise,  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  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

a.  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 to:

i)  Include any prospectus required by Section 10(a)(3) of the Securities Act

ii) 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,  represents a  fundamental
change in the information set forth in the Registration Statement and

iii) 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  a(1)(i)  and  a(1)(ii) do not apply if the
Registration  Statement  is on Form  S-8,  and the  information  required  to be
included  in a  post-effective  amendment  is  incorporated  by  reference  from
periodic reports filed by a small business issuer under the Exchange Act.

2) That for the purpose of determining  any liability  under the Securities Act,
each post-effective  amendment to 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.

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.





                                                                             4


<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 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 27th day of April, 1998.


                           Actrade International, Ltd.
                                  (Registrant)


                               By:-/s/Amos Aharoni
                          Amos Aharoni, Chief Executive Officer



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


      Signatures                Title                                   Date

-/s/Amos Aharoni          Chairman of the Board
Amos Aharoni              and Chief Executive
                          Officer                               April 28, 1998


-/s/Alexander C. Stonkus  Chief Operating Officer,
Alexander C. Stonkus      Chief Financial Officer
                          and Director                          April 28, 1998


-/s/Elizabeth Melnik      Secretary/Treasurer
Elizabeth Melnik          and Director                          April 28, 1998


-/s/ John Woerner         Vice President and
John Woerner              Director                              April 28, 1998


                          Director                              April   , 1998
Harry Friedman


                         Director                               April   , 1998
Robert Furstner










                                                                             5


<PAGE>























                                   Exhibit 10


            Consulting Agreement between Registrant and Paul Gropman












































                                                                             6


<PAGE>
















January 2, 1996







Mr. Paul Gropman
5939 Colgale Avenue
Los Angeles, CA  90036


RE:  Consulting Services


Dear Mr. Gropman:

This letter shall serve as a written  confirmation of our agreement  whereby you
will provide the  services  specified  herein as an  independent  consultant  to
Actrade as follows:

1.    Actrade International, Ltd. hereafter called "Actrade" is a public company
      trading on the NASDAQ System under the symbol ACRT.

2.    Actrade hereby engages you as a consultant on an independent contractor
      basis to assist Actrade and its management in broadening its exposure
      within the financial community.  You shall use your best efforts and
      render such services and advise as may be necessary in order to achieve
      such purpose.  Said services shall include, but not be limited to, making
      available to Actrade your personal advice and assistance, including your
      being available to Actrade and its management on an "as needed" basis,
      having due regard for your other duties and commitments, as reasonably
      requested upon reasonable notice.

3. This agreement shall be for a term of one year from the date thereof.

4. As compensation for your services hereunder it is agreed that:

         a)    Actrade shall pay you the initial sum of $1,500 in cash upon the
               execution of this agreement, plus

         b)    You and/or your nominees shall be entitled to purchase up to a
               maximum of 25,000  Warrants,  each at a cost of $0.005 each of
               which  Warrants  will entitle the holder to purchase one share
               of the common  stock of Actrade  (the  "Shares") at a price of
               $1.75. It is understood and agreed that you may purchase up to
               5,000  of  such  Warrants  every  two (2)  months,  commencing
               February  15,  1996  until  you  have   purchased  all  25,000
               Warrants.






                                                                            7


<PAGE>










            c)    All of the aforesaid  Warrants shall be for a term of five (5)
                  years from the date of this letter, shall contain the standard
                  anti-dilution  provisions  and in respects  shall be of a form
                  and substance as attached hereto.  It is understood and agreed
                  that,  upon the  request of a majority  of the  holders of the
                  Warrants,  or the Shares  underlying  such  Warrants,  Actrade
                  shall:

                      i)      include  such  underlying  Shares  in  any  future
                              registration  of securities by Actrade for sale to
                              the public (the "Piggy Back Registration  Rights")
                              up to the  limits  provided  by  applicable  laws,
                              rules  or   regulations   at  the  Securities  and
                              Exchange Commission and

                      ii)     on one  occasion  only,  within ten (10)  business
                              days  following  the exercise  thereof by the then
                              Warrant  holders,  at the sale cost and expense of
                              Actrade,   Actrade  shall   undertake  to  file  a
                              registration  statement, on Form S-8 or such other
                              form as then apply,  to the  transaction on behalf
                              of the holders  thereof to register the underlying
                              Shares (the "Demand Registration Rights").

5.    You shall bear all costs and expenses of your own operations.  However,
      Actrade shall reimburse you for any reasonable expenses, including cost of
      travel incurred at the request of Actrade.  Further, you may incur
      unspecified expenses in an amount not to exceed $100 per month.  In the
      event that you desire to incur any expenses for which you seek
      reimbursement from Actrade, you shall first submit your request in writing
      for such expenditure and receive our approval in writing before incurring
      such expense.

6.    You shall not request,  and Actrade will not divulge, any information of a
      confidential  nature  until such  information  becomes  part of the public
      domain.

If the foregoing accurately sets forth the terms of our Agreement please confirm
by signing below where indicated.



Very truly yours,                                       ACCEPTED AND AGREED:




Amos Aharoni, Chief Executive Officer                    Paul Gropman
















                                                                            8


<PAGE>



























                                Exhibit 5 and 24

                 Opinion and Consent of Krogan & Associates, LLC









































                                                                             9


<PAGE>













April 28, 1998







Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549



                                            RE: Actrade International, Ltd.
                                                Registration Statement Form S-8




Gentlemen:

We have been requested by Actrade  International,  Ltd., a Delaware  Corporation
(the "Company"),  to furnish you with our opinion as to the matters  hereinafter
set forth in connection  with the  above-captioned  registration  statement (the
"Registration Statement") covering an aggregate of 4,300 shares of the Company's
common  stock,  par value  $.0001 per share (the "Common  Stock").  We have been
advised by the  Company  that these  shares  are issued in  connection  with the
Consulting Agreement with Paul Gropman, (the "Agreement")

In  connection  with this  opinion,  we have  examined the  documents as we have
deemed necessary to enable us to render the opinion hereinafter expressed.

Based upon and subject to the  foregoing,  we are of the opinion that the shares
of common  stock,  when  issued,  will be  legally  authorized,  fully  paid and
non-assessable.

We render no opinion as to the laws of any jurisdiction  other than the internal
laws of the  State of New York and the  internal  corporate  law of the State of
Delaware.

We hereby  consent to the use of this opinion as an exhibit to the  Registration
Statement.




                                                      Very truly yours,

                                                       Kogan & Associates, LLC






                                                       By: Simon S. Kogan, Esq.


                                                                          10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22221}]
{"company-data": {"conformed-name": "ACTRADE INTERNATIONAL LTD", "cik": "0000819255", "assigned-sic": "5045", "irs-number": "133437739", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51881", "film-number": "98610986"}, "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": "ACQUISITION CAPABILITY INC", "date-changed": "19920703"}}
To become effective upon filing pursuant to Rule 462
As filed with the Securities and Exchange Commission April 29, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           ACTRADE INTERNATIONAL, LTD.
               (Exact name of issuer as specified in its charter)

Commission file number: 0-18711

       DELAWARE                   13-3437739
(State of incorporation)      (IRS employee ID#)

          7 PENN PLAZA, SUITE 422, NEW YORK, NY  10001  TEL: (212) 563-1036
              (Address of principal place of business and executive office)

                CONSULTING AGREEMENT BETWEEN ACTRADE INTERNATIONAL, LTD.
                                AND PAUL GROPMAN
                               (Full name of plan)

             Mr. Amos Aharoni, 7 Penn Plaza, Suite 422, New York, NY  10001
                       (Name and address of agent for service)

                       COPY TO: Kogan & Associates, L.L.C.
         9 Broadway, Suite 2704, New York, NY 10006 Tel: (212) 425-8200

Approximate date of commencement of proposed sale to public: As soon as possible
after the Registration Statement is effective.

                         CALCULATION OF REGISTRATION FEE
TITLE OF                            AMOUNT                PROPOSED             PROPOSED              AMOUNT OF
SECURITIES                          BEING                 MAXIMUM              MAXIMUM               REGISTRATION
BEING                               REGISTERED            OFFERING             AGGREGATE             FEE
REGISTERED                                                PRICE                OFFERING
                                                          PER                  PRICE (1)
                                                          SHARE
Common stock, par
value $0.0001                         4,300                $1.75                $7,525                   $100

Total fee                                                                                                $100
(1) Estimated solely for purposes of calculating the Registration Fee.

                                                                            1
Part I. Information required in the section 10 (a) prospectus

Item 1.  Plan information

Registrant  (sometimes  referred to herein as the  "Company") has entered into a
business service  consulting  agreement (the  "Consulting  Agreement") with Paul
Gropman  ("Gropman" or "Consultant") of Los Angeles  California dated January 2,
1996.

Pursuant to the Consulting Agreement,  Gropman was engaged as a consultant on an
independent  contractor basis to assist Actrade and its management in broadening
its exposure to the financial community.  Gropman agreed to use his best efforts
and render such  services and advice as may be  requested by Actrade's  Board of
Directors  and as may be  necessary  in  order to  achieve  such  purpose.  Said
services were to include, but not be limited to, making available to Actrade the
advice and  assistance  of Gropman,  who would be  available  to Actrade and its
management  on an "as  needed"  basis,  having  regard for the other  duties and
commitments, as reasonably requested upon reasonable notice.

As compensation  for the services to be provided,  the Company  provided Gropman
with certain  warrants to purchase up to an  aggregate  of 15,000  shares of the
Company's  common stock at a price of $1.75 per share (the  "Price") at any time
during the two (2) year period commencing on January 2, 1996 and ending December
31, 1998.

Consultant  was granted  "piggy-back"  registration  rights with  respect to all
15,000 shares of common stock  underlying the aforesaid  warrants.  In addition,
with  respect  to the  shares of common  stock  underlying  the  15,000  options
exercises by Consultant thereunder, the Company is obligated to prepare and file
this  Registration  Statement of Form S-8 within 10 days following  Consultant's
due exercise thereof. As of April 23, 1998,  Consultant duly exercised the first
4,300 of such options and delivered to the Company  payment in full therefore in
the amount of $7,525,  thereby meeting the condition  precedent to the filing of
this Registration Statement.

All options referred to in the original Consulting Agreement have been cancelled
by the mutual  agreement of the Company and the Consultant  except for the 4,300
options referred to herein.

Item 2.  Registrant information and employee plan annual information

Registrant shall provide the Consultants,  without charge, upon their written or
oral requests,  the documents incorporated herein by reference in Item 3 of Part
II of this Registration Statement.  Registrant shall also provide to Consultant,
without  charge  upon their oral or written  request,  with all other  documents
required  to be  delivered  to  Consultants  pursuant to Rule  428(b).  All such
requests  shall be directed to Registrant at 7 Penn Plaza,  Suite 422, New York,
NY 10001, telephone (212)563-1036.

Part II.  Information required in the Registration Statement

Item 3.  Incorporation of documents by reference.

The following  documents  filed with the Securities and Exchange  Commission are
incorporated by reference:

(a) Registrant's Annual Report on Form 10-KSB for the period ended June 30, 1997
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
which  contain,  either  directly or by  incorporation  be reference,  certified
financial  statements  for the  Company's  latest  fiscal  year for  which  such
statements have been filed;

(b) All other  reports,  including but not limited to Quarterly  Reports on Form
10-QSB and current reports on Form 8-K, filed by Registrant  pursuant to Section
13(a) or 15(d) of the Exchange Act;

                                                                             2
(c) All reports  subsequently  filed by the Company  pursuant to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
de-registers  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated  herein by reference  and to be part hereof from the date of filing
such documents.

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  thereof,
when,  as and if declared by the Board of  Directors  of the  Company;  (ii) are
entitled  to  share  ratably  in  all  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  under 4,300 shares of its  authorized  but unissued
common  stock which are  intended  to be issued  upon the  exercise of the 4,300
options  discussed  herein above. 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 for
and non-assessable.

Item 5.  Interest of named experts and counsel.

Not applicable

Item 6.  Indemnification of officers and directors.

There is no charter provision, by-law, contract or other arrangement under which
any  controlling  person,  director  or  officer  of  Registrant  is  insured or
indemnified in any manner against  liability  which he may incur in his capacity
as such. However,  pursuant to Delaware  Corporation Law Section 145, Registrant
may indemnify its directors,  officers and employees  against  liabilities which
they may incur in their capacity as such.

Section 145 of the Delaware General  Corporation Law contains various provisions
entitling   directors,   officers,   employees  or  agents  of  the  Company  to
indemnification   from  judgements,   fines,  amounts  paid  in  settlement  and
reasonable  expenses,  including  attorney's 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 interest 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).  Also,
the By-Laws of the Company state that the indemnification  provisions of Section
145 of the  Delaware  Corporation  Code shall be utilized to the fullest  extent
permitted.

Item 7.  Exemption from registration claimed.

Not applicable

Item 8.  Exhibits.

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

                                                                        3
Exhibit No.            Title

                     5             Opinion of Kogan &  Associates,
                                   LLC  regarding  the legality of
                                   the securities registered.

                    10            Consulting agreement with Paul Gropman

                    24            Consent of Kogan & Associates, LLC counsel to
                                  Registrant

Item 9.  Undertakings

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers and  controlling  persons of  registrant
pursuant to the foregoing provisions, or otherwise,  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  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

a.  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 to:

i)  Include any prospectus required by Section 10(a)(3) of the Securities Act

ii) 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,  represents a  fundamental
change in the information set forth in the Registration Statement and

iii) 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  a(1)(i)  and  a(1)(ii) do not apply if the
Registration  Statement  is on Form  S-8,  and the  information  required  to be
included  in a  post-effective  amendment  is  incorporated  by  reference  from
periodic reports filed by a small business issuer under the Exchange Act.

2) That for the purpose of determining  any liability  under the Securities Act,
each post-effective  amendment to 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.

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.

                                                                             4
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 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 27th day of April, 1998.

                           Actrade International, Ltd.
                                  (Registrant)

                               By:-/s/Amos Aharoni
                          Amos Aharoni, Chief Executive Officer

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

      Signatures                Title                                   Date

-/s/Amos Aharoni          Chairman of the Board
Amos Aharoni              and Chief Executive
                          Officer                               April 28, 1998

-/s/Alexander C. Stonkus  Chief Operating Officer,
Alexander C. Stonkus      Chief Financial Officer
                          and Director                          April 28, 1998

-/s/Elizabeth Melnik      Secretary/Treasurer
Elizabeth Melnik          and Director                          April 28, 1998

-/s/ John Woerner         Vice President and
John Woerner              Director                              April 28, 1998

                          Director                              April   , 1998
Harry Friedman

                         Director                               April   , 1998
Robert Furstner

                                                                             5
Exhibit 10

            Consulting Agreement between Registrant and Paul Gropman

                                                                             6
January 2, 1996

Mr. Paul Gropman
5939 Colgale Avenue
Los Angeles, CA  90036

RE:  Consulting Services

Dear Mr. Gropman:

This letter shall serve as a written  confirmation of our agreement  whereby you
will provide the  services  specified  herein as an  independent  consultant  to
Actrade as follows:

1.    Actrade International, Ltd. hereafter called "Actrade" is a public company
      trading on the NASDAQ System under the symbol ACRT.

2.    Actrade hereby engages you as a consultant on an independent contractor
      basis to assist Actrade and its management in broadening its exposure
      within the financial community.  You shall use your best efforts and
      render such services and advise as may be necessary in order to achieve
      such purpose.  Said services shall include, but not be limited to, making
      available to Actrade your personal advice and assistance, including your
      being available to Actrade and its management on an "as needed" basis,
      having due regard for your other duties and commitments, as reasonably
      requested upon reasonable notice.

3. This agreement shall be for a term of one year from the date thereof.

4. As compensation for your services hereunder it is agreed that:

         a)    Actrade shall pay you the initial sum of $1,500 in cash upon the
               execution of this agreement, plus

         b)    You and/or your nominees shall be entitled to purchase up to a
               maximum of 25,000  Warrants,  each at a cost of $0.005 each of
               which  Warrants  will entitle the holder to purchase one share
               of the common  stock of Actrade  (the  "Shares") at a price of
               $1.75. It is understood and agreed that you may purchase up to
               5,000  of  such  Warrants  every  two (2)  months,  commencing
               February  15,  1996  until  you  have   purchased  all  25,000
               Warrants.

                                                                            7
c)    All of the aforesaid  Warrants shall be for a term of five (5)
                  years from the date of this letter, shall contain the standard
                  anti-dilution  provisions  and in respects  shall be of a form
                  and substance as attached hereto.  It is understood and agreed
                  that,  upon the  request of a majority  of the  holders of the
                  Warrants,  or the Shares  underlying  such  Warrants,  Actrade
                  shall:

                      i)      include  such  underlying  Shares  in  any  future
                              registration  of securities by Actrade for sale to
                              the public (the "Piggy Back Registration  Rights")
                              up to the  limits  provided  by  applicable  laws,
                              rules  or   regulations   at  the  Securities  and
                              Exchange Commission and

                      ii)     on one  occasion  only,  within ten (10)  business
                              days  following  the exercise  thereof by the then
                              Warrant  holders,  at the sale cost and expense of
                              Actrade,   Actrade  shall   undertake  to  file  a
                              registration  statement, on Form S-8 or such other
                              form as then apply,  to the  transaction on behalf
                              of the holders  thereof to register the underlying
                              Shares (the "Demand Registration Rights").

5.    You shall bear all costs and expenses of your own operations.  However,
      Actrade shall reimburse you for any reasonable expenses, including cost of
      travel incurred at the request of Actrade.  Further, you may incur
      unspecified expenses in an amount not to exceed $100 per month.  In the
      event that you desire to incur any expenses for which you seek
      reimbursement from Actrade, you shall first submit your request in writing
      for such expenditure and receive our approval in writing before incurring
      such expense.

6.    You shall not request,  and Actrade will not divulge, any information of a
      confidential  nature  until such  information  becomes  part of the public
      domain.

If the foregoing accurately sets forth the terms of our Agreement please confirm
by signing below where indicated.

Very truly yours,                                       ACCEPTED AND AGREED:

Amos Aharoni, Chief Executive Officer                    Paul Gropman

                                                                            8
Exhibit 5 and 24

                 Opinion and Consent of Krogan & Associates, LLC

                                                                             9
April 28, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                                            RE: Actrade International, Ltd.
                                                Registration Statement Form S-8

Gentlemen:

We have been requested by Actrade  International,  Ltd., a Delaware  Corporation
(the "Company"),  to furnish you with our opinion as to the matters  hereinafter
set forth in connection  with the  above-captioned  registration  statement (the
"Registration Statement") covering an aggregate of 4,300 shares of the Company's
common  stock,  par value  $.0001 per share (the "Common  Stock").  We have been
advised by the  Company  that these  shares  are issued in  connection  with the
Consulting Agreement with Paul Gropman, (the "Agreement")

In  connection  with this  opinion,  we have  examined the  documents as we have
deemed necessary to enable us to render the opinion hereinafter expressed.

Based upon and subject to the  foregoing,  we are of the opinion that the shares
of common  stock,  when  issued,  will be  legally  authorized,  fully  paid and
non-assessable.

We render no opinion as to the laws of any jurisdiction  other than the internal
laws of the  State of New York and the  internal  corporate  law of the State of
Delaware.

We hereby  consent to the use of this opinion as an exhibit to the  Registration
Statement.

                                                      Very truly yours,

                                                       Kogan & Associates, LLC

                                                       By: Simon S. Kogan, Esq.

                                                                          10