<PAGE>

   As filed with the Securities and Exchange Commission on December 1, 2000
                                    SEC File No.
________________________________________________________________________________
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC   20549

                                   FORM S-8
                            Registration Statement
                       Under the Securities Act of 1933

                       _________________________________



                               NETCOMMERCE, INC.
          (Name of Small Business Issuer as specified in its charter)

           Nevada                           7372                  84-1091271
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                             1900 Westridge Drive
                             Irving, Texas  75038
                                 972-465-5900
                   (Address of Principal Executive Offices)

                               NetCommerce, Inc.
                        Stock and Options for services
                           (Full Title of the Plan)

                                 Mark Lindberg
                             1900 Westridge Drive
                             Irving, Texas  75038
                                 972-465-5900
           (Name, address and telephone number of Agent for Service)

                                  Copies to:

                              Gerald L. Fishman, Esq.
                              Charles Mack, Esq
                              55 Madison Street
                              Suite 3700
                              Chicago, IL 60602
                              312-424-0600
                              312-424-0660 - Fax

<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Each Class                                     Proposed Maximum      Proposed Maximum
of Securities To Be                 Amount To Be         Offering Price          Aggregate             Amount of
Registered                         Registered (1)       Per Share (2) (3)      Offering Price      Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                    <C>                 <C>
Common Stock, $.001 par value             9,800,000                   $.05             $490,000                $980.00
======================================================================================================================
</TABLE>

 (1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended, this registration statement also covers any additional securities
     to be offered or issued in connection with stock splits, stock dividends or
     similar transactions.
 (2) Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.
 (3) In accordance with Rule 457(h), the price represents the average of the
     closing bid and asked price of the Company's Common Stock as of November
     27, 2000.

                                       1
<PAGE>

                               NETCOMMERCE, INC.
                              STOCK FOR SERVICES
                               EXPLANATORY NOTE

The Employees

Mark Lindberg and Daniel Henderson, Chief Executive Officer and President; and
Executive Vice-President and Secretary, respectively; have agreed to receive
stock as part of their employment agreements. Although they have no present
intention to sell their shares, when such shares are sold, a re-offer prospectus
will be provided.

The Consultants

  The Consultants have agreed to provide their expertise and advice to the
Company for the purposes set forth in their agreements with the Company. The
Agreements for consulting are as follows 1) Joss Resources, Inc. provides
marketing services, the office and sales support in Salt Lake, Utah; 2) JDL
Resources, Inc. provides marketing services, the office and sales support in
Dallas, Texas, including Easysearch Results. Com.; 3) Jonathan I. Small provides
advisory services, investor relation services (including handling all inquires),
and help with corporate structure and management.; 4)Donald W Prosser PC
provides CFO and SEC related services and helps with the accounting systems and
operations.; 5) John Herzog provides consulting and development services on the
billing, sales tracking and accounting system.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.    Plan Information.

   Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.

Item 2.    Registrant Information Annual Information.

   Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

   The following documents filed by NetCommerce, Inc. (the "Registrant") with
the Securities and Exchange Commission ("Commission") are hereby incorporated in
this Registration Statement by this reference:

                                       2
<PAGE>

           (a)  The Registrant's Annual Report on Form 10-KSB for the year ended
                May 31, 2000.

           (b)  The Registrant's Quarterly Report on Form 10-QSB for the
                quarters ended, August 31, 2000;

           (c)  The Registrants Current Report Registrant on Form 8-K dated
                March 7, 2000, and;

           (e)  All other reports filed pursuant to Section 13(a) or 15(d) of
                the Securities Exchange Act of 1934 ("Exchange Act") since
                January 1, 1999;

           (f)  The latest prospectus filed pursuant to Rule 424(b) under the
                Securities Act    of 1933

   All reports and documents filed by the Registrant after the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.  Any statement contained herein or any document, all or a portion of
which is 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 in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.



Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Names, Experts and Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

  The only statute, charter provision,  bylaw, contract, or other arrangement
under which any controlling person, director or officer of registrant is insured
or indemnified in any manner against any liability which they may incur in their
capacity are Sections 78.7502 and 78.751 of the Nevada  Corporations Law, the
text of which is set forth below.

                                       3
<PAGE>

  Section 78.7502.  Discretionary and mandatory  indemnification of officers,
directors, employees and agents: General provisions

  1.  A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with respect to any criminal action or
proceeding,  had no  reasonable  cause to  believe  his  conduct  was unlawful.
The termination of any action, suit or proceeding by judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

  2.  A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

  3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

  Section 78.751.  Authorization required for discretionary  indemnification;
advancement  of expenses;  limitation  on  indemnification  and  advancement  of
expenses

  1.  Any discretionary indemnification under NRS 78.7502, unless ordered by a
court or advanced  pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that  indemnification of
the director,  officer,  employee or agent is proper in the  circumstances.  The
determination must be made:

  (a) By the stockholders;

                                       4
<PAGE>

  (b) By the board of directors by majority  vote of a quorum  consisting  of
directors who were not parties to the action, suit or proceeding;

  (c) If a majority  vote of a quorum  consisting  of directors  who were not
parties to the  action,  suit or  proceeding  so orders,  by  independent  legal
counsel in a written opinion; or

  (d) If a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

  2. The articles of  incorporation,  the bylaws or an agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

  3. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:

  (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered by a court  pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

  (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person



Item 7.    Exemption from Registration Claimed.

   Not applicable.


Item 8.    Exhibits.

   The following Exhibits are hereby filed as part of this Registration
Statement:

    4.1*  Certificate of Incorporation of NetCommerce, Inc.

    4.2*  Amended Certificate of Incorporation

                                       5
<PAGE>

    4.3*  By-laws of NetCommerce, Inc.

    5.1   Opinion of Wolin & Rosen, Ltd.

    10.1  Employment agreement with Mark Lindberg
    10.2  Employment agreement with Daniel Henderson
    10.3  Consulting agreement with Joss Resources, Inc.
    10.4  Consulting agreement with JDL Resources, Inc.
    10.5  Consulting agreement with Jonathan L. Small
    10.6  Consulting agreement with Donald W Prosser PC
    10.7  Consulting agreement John Herzog

    23.1  Consent of Wolin & Rosen, Ltd. (included in Exhibit 5.1)

    23.2  Consent of McKennon, Wilson & Morgan LLP

    24.1  Power of Attorney (set forth on the signature page filed herewith)

    ---------
    *  For Exhibit 4.1, 4.2, 4.3 Refer to the 10KSB May 31, 1999 filed.

Item 9.    Undertakings.

   (a) The 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 thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the Registration Statement;

                 (iii) to include any material information with respect to the
           plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;

   provided, however, paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
   Registration Statement is on Form S-3 or Form S-8 and the information
   required to be included in a post-effective amendment is incorporated by
   reference in the Registration Statement from periodic reports filed by the
   Registrant under the Securities Exchange Act of 1934, as amended.

                                       6
<PAGE>

           (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed to
   be a new registration statement relating to the securities offered therein
   and the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

           (3) To file a post-effective amendment to remove from registration
   any of the securities being registered that remain unsold at the end of the
   offering.

   (b)     The Registrant hereby undertakes that, for purpose of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, that is incorporated by reference in the registration statement, shall
be deemed to be a new registration statement 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.

   The undertaking concerning indemnification is set forth in Part II, Item 6.

                                       7
<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 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 Pompano Beach, State of Florida, on the 1st day of
December, 2000.


                                        NETCOMMERCE, INC.


                                        By:/s/ Mark Lindberg
                                          -----------------------------
                                              Mark Lindberg,
                                              CEO

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Mark Lindberg his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in his name, place and stead, in any and
all capacities, to sign this Registration Statement and any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

     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.


Signatures                             Title                   Date
--------------------------  ---------------------------  -----------------

/s/Mark Lindberg            Chairman of the Board        December 1, 2000
--------------------------  of Directors, President and
Mark Lindberg               Chief Executive Officer

/s/Daniel Henderson         Executive Vice-President,    December 1, 2000
--------------------------  Secretary, and Director
Daniel Henderson

/s/Donald W Prosser         Director, and Chief          December 1, 2000
--------------------------  Financial Officer
Donald W Prosser

                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20298}]
{"company-data": {"conformed-name": "NETCOMMERCE INC", "cik": "0000837295", "assigned-sic": "7372", "irs-number": "841091271", "state-of-incorporation": "NV", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51082", "film-number": "782164"}, "business-address": {"street1": "15280 ADDISON RD", "street2": "SUITE 250", "city": "ADDISON", "state": "TX", "zip": "75001", "phone": "9725038984"}, "mail-address": {"street1": "15280 ADDISON RD", "street2": "SUITE 250", "city": "ADDISON", "state": "TX", "zip": "75001"}, "former-company": [{"former-conformed-name": "VIRTUAL ENTERPRISES INC", "date-changed": "19980116"}, {"former-conformed-name": "TOEN GROUP INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on December 1, 2000
                                    SEC File No.
________________________________________________________________________________
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC   20549

                                   FORM S-8
                            Registration Statement
                       Under the Securities Act of 1933

                       _________________________________

                               NETCOMMERCE, INC.
          (Name of Small Business Issuer as specified in its charter)

           Nevada                           7372                  84-1091271
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                             1900 Westridge Drive
                             Irving, Texas  75038
                                 972-465-5900
                   (Address of Principal Executive Offices)

                               NetCommerce, Inc.
                        Stock and Options for services
                           (Full Title of the Plan)

                                 Mark Lindberg
                             1900 Westridge Drive
                             Irving, Texas  75038
                                 972-465-5900
           (Name, address and telephone number of Agent for Service)

                                  Copies to:

                              Gerald L. Fishman, Esq.
                              Charles Mack, Esq
                              55 Madison Street
                              Suite 3700
                              Chicago, IL 60602
                              312-424-0600
                              312-424-0660 - Fax
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Each Class                                     Proposed Maximum      Proposed Maximum
of Securities To Be                 Amount To Be         Offering Price          Aggregate             Amount of
Registered                         Registered (1)       Per Share (2) (3)      Offering Price      Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value             9,800,000                   $.05             $490,000                $980.00
======================================================================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended, this registration statement also covers any additional securities
     to be offered or issued in connection with stock splits, stock dividends or
     similar transactions.
 (2) Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.
 (3) In accordance with Rule 457(h), the price represents the average of the
     closing bid and asked price of the Company's Common Stock as of November
     27, 2000.

                                       1
NETCOMMERCE, INC.
                              STOCK FOR SERVICES
                               EXPLANATORY NOTE

The Employees

Mark Lindberg and Daniel Henderson, Chief Executive Officer and President; and
Executive Vice-President and Secretary, respectively; have agreed to receive
stock as part of their employment agreements. Although they have no present
intention to sell their shares, when such shares are sold, a re-offer prospectus
will be provided.

The Consultants

  The Consultants have agreed to provide their expertise and advice to the
Company for the purposes set forth in their agreements with the Company. The
Agreements for consulting are as follows 1) Joss Resources, Inc. provides
marketing services, the office and sales support in Salt Lake, Utah; 2) JDL
Resources, Inc. provides marketing services, the office and sales support in
Dallas, Texas, including Easysearch Results. Com.; 3) Jonathan I. Small provides
advisory services, investor relation services (including handling all inquires),
and help with corporate structure and management.; 4)Donald W Prosser PC
provides CFO and SEC related services and helps with the accounting systems and
operations.; 5) John Herzog provides consulting and development services on the
billing, sales tracking and accounting system.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

   Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.

Item 2.    Registrant Information Annual Information.

   Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

   The following documents filed by NetCommerce, Inc. (the "Registrant") with
the Securities and Exchange Commission ("Commission") are hereby incorporated in
this Registration Statement by this reference:

                                       2
(a)  The Registrant's Annual Report on Form 10-KSB for the year ended
                May 31, 2000.

           (b)  The Registrant's Quarterly Report on Form 10-QSB for the
                quarters ended, August 31, 2000;

           (c)  The Registrants Current Report Registrant on Form 8-K dated
                March 7, 2000, and;

           (e)  All other reports filed pursuant to Section 13(a) or 15(d) of
                the Securities Exchange Act of 1934 ("Exchange Act") since
                January 1, 1999;

           (f)  The latest prospectus filed pursuant to Rule 424(b) under the
                Securities Act    of 1933

   All reports and documents filed by the Registrant after the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.  Any statement contained herein or any document, all or a portion of
which is 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 in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Names, Experts and Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

  The only statute, charter provision,  bylaw, contract, or other arrangement
under which any controlling person, director or officer of registrant is insured
or indemnified in any manner against any liability which they may incur in their
capacity are Sections 78.7502 and 78.751 of the Nevada  Corporations Law, the
text of which is set forth below.

                                       3
Section 78.7502.  Discretionary and mandatory  indemnification of officers,
directors, employees and agents: General provisions

  1.  A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with respect to any criminal action or
proceeding,  had no  reasonable  cause to  believe  his  conduct  was unlawful.
The termination of any action, suit or proceeding by judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

  2.  A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

  3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

  Section 78.751.  Authorization required for discretionary  indemnification;
advancement  of expenses;  limitation  on  indemnification  and  advancement  of
expenses

  1.  Any discretionary indemnification under NRS 78.7502, unless ordered by a
court or advanced  pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that  indemnification of
the director,  officer,  employee or agent is proper in the  circumstances.  The
determination must be made:

  (a) By the stockholders;

                                       4
(b) By the board of directors by majority  vote of a quorum  consisting  of
directors who were not parties to the action, suit or proceeding;

  (c) If a majority  vote of a quorum  consisting  of directors  who were not
parties to the  action,  suit or  proceeding  so orders,  by  independent  legal
counsel in a written opinion; or

  (d) If a quorum consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

  2. The articles of  incorporation,  the bylaws or an agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

  3. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:

  (a)  Does  not  exclude  any  other  rights  to  which  a  person   seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered by a court  pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

  (b)  Continues  for a person  who has  ceased  to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person

Item 7.    Exemption from Registration Claimed.

   Not applicable.

Item 8.    Exhibits.

   The following Exhibits are hereby filed as part of this Registration
Statement:

    4.1*  Certificate of Incorporation of NetCommerce, Inc.

    4.2*  Amended Certificate of Incorporation

                                       5
4.3*  By-laws of NetCommerce, Inc.

    5.1   Opinion of Wolin & Rosen, Ltd.

    10.1  Employment agreement with Mark Lindberg
    10.2  Employment agreement with Daniel Henderson
    10.3  Consulting agreement with Joss Resources, Inc.
    10.4  Consulting agreement with JDL Resources, Inc.
    10.5  Consulting agreement with Jonathan L. Small
    10.6  Consulting agreement with Donald W Prosser PC
    10.7  Consulting agreement John Herzog

    23.1  Consent of Wolin & Rosen, Ltd. (included in Exhibit 5.1)

    23.2  Consent of McKennon, Wilson & Morgan LLP

    24.1  Power of Attorney (set forth on the signature page filed herewith)

    ---------
    *  For Exhibit 4.1, 4.2, 4.3 Refer to the 10KSB May 31, 1999 filed.

Item 9.    Undertakings.

   (a) The 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 thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the Registration Statement;

                 (iii) to include any material information with respect to the
           plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;

   provided, however, paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
   Registration Statement is on Form S-3 or Form S-8 and the information
   required to be included in a post-effective amendment is incorporated by
   reference in the Registration Statement from periodic reports filed by the
   Registrant under the Securities Exchange Act of 1934, as amended.

                                       6
(2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed to
   be a new registration statement relating to the securities offered therein
   and the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

           (3) To file a post-effective amendment to remove from registration
   any of the securities being registered that remain unsold at the end of the
   offering.

   (b)     The Registrant hereby undertakes that, for purpose of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, that is incorporated by reference in the registration statement, shall
be deemed to be a new registration statement 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.

   The undertaking concerning indemnification is set forth in Part II, Item 6.

                                       7
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 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 Pompano Beach, State of Florida, on the 1st day of
December, 2000.

                                        NETCOMMERCE, INC.

                                        By:/s/ Mark Lindberg
                                          -----------------------------
                                              Mark Lindberg,
                                              CEO

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Mark Lindberg his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in his name, place and stead, in any and
all capacities, to sign this Registration Statement and any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

     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.

Signatures                             Title                   Date
--------------------------  ---------------------------  -----------------

/s/Mark Lindberg            Chairman of the Board        December 1, 2000
--------------------------  of Directors, President and
Mark Lindberg               Chief Executive Officer

/s/Daniel Henderson         Executive Vice-President,    December 1, 2000
--------------------------  Secretary, and Director
Daniel Henderson

/s/Donald W Prosser         Director, and Chief          December 1, 2000
--------------------------  Financial Officer
Donald W Prosser

                                       8