<PAGE>


     As filed with the Securities and Exchange Commission on April 2, 2002
                                                    Registration No. 333-_______

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            ASCENDANT SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                              75-2900905
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                      15455 North Dallas Parkway, 5th Floor
                              Addison, Texas 75001
          (Address, including zip code, of principal executive offices)


                            Ascendant Solutions, Inc.
                           2002 Equity Incentive Plan
                            (Full title of the plan)


                                  David E. Bowe
                       President & Chief Executive Officer
                            Ascendant Solutions, Inc.
                      15455 North Dallas Parkway, 5th Floor
                              Addison, Texas 75001
                     (Name and address of agent for service)


                                 (972) 764-3538
          (Telephone number, including area code, of agent for service)


                                   Copies to:
                             A. Michael Hainsfurther
                         Munsch Hardt Kopf & Harr, P.C.
                               4000 Fountain Place
                                1445 Ross Avenue
                               Dallas, Texas 75202
                                 (214) 855-7500


<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE

=============================================================================================================
                                                    Proposed              Proposed
Title of securities to be      Amount to be         maximum               maximum               Amount of
       registered               registered       offering price      aggregate offering      registration fee
                                                  per share(1)            price(1)
-------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>                     <C>
Common Stock, par value          2,000,000           $0.35                $700,000                $65.00
$.0001 per share .........         shares
=============================================================================================================

(1)      Estimated pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended, solely for
         purposes of computing the registration fee based upon the average of the high and low prices per
         share for the Common Stock quoted on the OTC Bulletin Board on April 1, 2002 for all shares being
         registered. Because there are options still available for grant under the 2002 Equity Incentive Plan
         and the exercise prices thereof may be based on the fair market value of the Common Stock on the
         date of grant, it is not possible as of the date hereof to determine the maximum offering price per
         share of the shares of Common Stock to be offered under the plan and such prices may be more or less
         than $0.35 per share.
=============================================================================================================
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the
Ascendant Solutions, Inc. 2002 Equity Incentive Plan (the "Plan") required by
Item 1 of Form S-8 and the statement of availability of registrant information
and information relating to the Plan and other information required by Item 2 of
Form S-8 will be sent or given to employees of the registrant as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of any or all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.


         The following documents, which Ascendant Solutions, Inc. (the
"Company") has previously filed with the Commission pursuant to the Securities
Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:

         (i)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001;

         (ii)     The Company's Current Report on Form 8-K, filed with the
                  Commission on March 22, 2002; and

         (iii)    The description of the Common Stock of the Company contained
                  in the Company's Registration Statement on Form 8-A
                  (Commission File No. 0-27945), as filed with the Commission
                  pursuant to the Exchange Act on November 4, 1999, as may be
                  amended, modified or superseded by any report or amendment
                  filed with the Commission for the purpose of updating such
                  description.

         Any filings made by the Company with the Commission after the date on
which this Form S-8 is filed with the Commission pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.


         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed

<PAGE>

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner that they 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 their
conduct was unlawful. In a derivative action (i.e., one by or in right of the
corporation), indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such persons shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnify for such expenses, despite such
adjudication or liability.

         Section 102(b)(7) of the DGCL permits a corporation organized under
Delaware law to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director subject to certain limitations.

         Article Seventh of the Company's Certificate of Incorporation provides
the following:

         "No director of the Corporation shall be personally liable to the
         Corporation or any of its stockholders for monetary damages for breach
         of fiduciary duty as a director of the Corporation; PROVIDED, HOWEVER,
         that the foregoing is not intended to eliminate or limit the liability
         of a director of the Corporation for (i) any breach of a director's
         duty of loyalty to the Corporation or its stockholders, (ii) acts or
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law, (iii) a violation of Section 174 of the
         DGCL, or (iv) any transaction from which the director derived an
         improper personal benefit. If the DGCL is hereafter amended to
         authorize corporate action further eliminating or limiting the personal
         liability of directors, then the liability of a director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the DGCL, as so amended. No amendment to or repeal of this
         Article SEVENTH shall apply to or have any effect on the liability or
         alleged liability of any director of the Corporation for or with
         respect to any acts or omissions of such director occurring prior to
         such amendment or repeal."

<PAGE>

         Article Eighth of the Company's Certificate of Incorporation and
Article XI of the Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.

         The Company currently has in effect a directors and officers liability
insurance policy covering the directors and executive officers of the Company.

         The Company has entered into various Indemnification Agreements with
each of its directors and executive officers that provide for indemnification
and expense advancement to the fullest extent permitted under the DGCL.

         As a result of these provisions or agreements, the Company and its
stockholders may be unable to obtain monetary damages from a director or officer
for breach of the duty of care. Although stockholders may continue to seek
injunctive or other equitable relief for an alleged breach of fiduciary duty by
a director or officer, stockholders may not have any effective remedy against
the challenged conduct if equitable remedies are unavailable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

        Exhibit
        Number                         Document Description
        ------                         --------------------

         4.1      Certificate of Incorporation of the Company (incorporated by
                  reference from Exhibit 3.1 to the Company's Current Report on
                  Form 8-K filed with the Commission on October 23, 2000 (File
                  No. 0-027945)).

         4.2      Bylaws of the Company (incorporated by reference from Exhibit
                  3.2 to the Company's Current Report on Form 8-K filed with the
                  Commission on October 23, 2000 (File No. 0-027945)).

         4.3*     Ascendant Solutions, Inc. 2002 Equity Incentive Plan.

         5.1*     Opinion of Munsch Hardt Kopf & Harr, P.C.

         23.1     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
                  opinion filed as Exhibit 5.1 to this Registration Statement).

         23.2*    Consent of Ernst & Young LLP, independent public accountants.

         24.1     Power of Attorney (included on the signature page of this
                  Registration Statement).


-------------------
*Filed herewith.

<PAGE>

Item 9.  Undertakings.

         (a)      The Company 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 this 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 this
                  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
                  end 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 changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in this Registration Statement.

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses

<PAGE>

incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements 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 Addison, State of Texas, on April 2, 2002.

                                  ASCENDANT SOLUTIONS, INC.

                                  By: /s/ DAVID E. BOWE
                                      -------------------------------------
                                          David E. Bowe
                                          Chief Executive Officer, President and
                                          Chief Financial Officer


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Ascendant Solutions, Inc., a Delaware corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitutes and appoints David E. Bowe the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, and in any and all capacities, to sign such Registration
Statement and any or all amendments thereto (including post-effective amendments
and amendments thereto) and all other documents in connection therewith to be
filed with the Securities and Exchange Commission, it being understood that said
attorney-in-fact and agent shall have full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person
and that each of the undersigned hereby ratifies and confirms all that said
attorney-in-fact as agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 2, 2002.

<TABLE>
<CAPTION>
<S>                                 <C>
           Signature                                      Title
           ---------                                      -----

  /s/ JAMES C. LESLIE                             Chairman of the Board
------------------------------
      James C. Leslie

  /s/ DAVID E. BOWE                 Director, Chief Executive Officer, President and
------------------------------        Chief Financial Officer (Principal Executive,
      David E. Bowe                         Financial and Accounting Officer)

  /s/ RICHARD BLOCH                                     Director
------------------------------
      Richard Bloch

  /s/ JONATHAN BLOCH                                    Director
------------------------------
      Jonathan Bloch

  /s/ MELISSA CRANE                                     Director
------------------------------
      Melissa Crane
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21280}]
{"company-data": {"conformed-name": "ASCENDANT SOLUTIONS INC", "cik": "0001080029", "assigned-sic": "7389", "irs-number": "752900905", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85392", "film-number": "02600306"}, "business-address": {"street1": "13727 NOEL ROAD", "street2": "SUITE 500", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2143487200"}, "mail-address": {"street1": "13727 NOEL ROAD", "street2": "SUITE 500", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": {"former-conformed-name": "ASD SYSTEMS INC", "date-changed": "19990713"}}
As filed with the Securities and Exchange Commission on April 2, 2002
                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ASCENDANT SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                              75-2900905
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                      15455 North Dallas Parkway, 5th Floor
                              Addison, Texas 75001
          (Address, including zip code, of principal executive offices)

                            Ascendant Solutions, Inc.
                           2002 Equity Incentive Plan
                            (Full title of the plan)

                                  David E. Bowe
                       President & Chief Executive Officer
                            Ascendant Solutions, Inc.
                      15455 North Dallas Parkway, 5th Floor
                              Addison, Texas 75001
                     (Name and address of agent for service)

                                 (972) 764-3538
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             A. Michael Hainsfurther
                         Munsch Hardt Kopf & Harr, P.C.
                               4000 Fountain Place
                                1445 Ross Avenue
                               Dallas, Texas 75202
                                 (214) 855-7500
CALCULATION OF REGISTRATION FEE

=============================================================================================================
                                                    Proposed              Proposed
Title of securities to be      Amount to be         maximum               maximum               Amount of
       registered               registered       offering price      aggregate offering      registration fee
                                                  per share(1)            price(1)
-------------------------------------------------------------------------------------------------------------
Common Stock, par value          2,000,000           $0.35                $700,000                $65.00
$.0001 per share .........         shares
=============================================================================================================

(1)      Estimated pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended, solely for
         purposes of computing the registration fee based upon the average of the high and low prices per
         share for the Common Stock quoted on the OTC Bulletin Board on April 1, 2002 for all shares being
         registered. Because there are options still available for grant under the 2002 Equity Incentive Plan
         and the exercise prices thereof may be based on the fair market value of the Common Stock on the
         date of grant, it is not possible as of the date hereof to determine the maximum offering price per
         share of the shares of Common Stock to be offered under the plan and such prices may be more or less
         than $0.35 per share.
=============================================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the
Ascendant Solutions, Inc. 2002 Equity Incentive Plan (the "Plan") required by
Item 1 of Form S-8 and the statement of availability of registrant information
and information relating to the Plan and other information required by Item 2 of
Form S-8 will be sent or given to employees of the registrant as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of any or all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which Ascendant Solutions, Inc. (the
"Company") has previously filed with the Commission pursuant to the Securities
Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:

         (i)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001;

         (ii)     The Company's Current Report on Form 8-K, filed with the
                  Commission on March 22, 2002; and

         (iii)    The description of the Common Stock of the Company contained
                  in the Company's Registration Statement on Form 8-A
                  (Commission File No. 0-27945), as filed with the Commission
                  pursuant to the Exchange Act on November 4, 1999, as may be
                  amended, modified or superseded by any report or amendment
                  filed with the Commission for the purpose of updating such
                  description.

         Any filings made by the Company with the Commission after the date on
which this Form S-8 is filed with the Commission pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed
amendment to this Registration Statement, or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner that they 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 their
conduct was unlawful. In a derivative action (i.e., one by or in right of the
corporation), indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such persons shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnify for such expenses, despite such
adjudication or liability.

         Section 102(b)(7) of the DGCL permits a corporation organized under
Delaware law to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director subject to certain limitations.

         Article Seventh of the Company's Certificate of Incorporation provides
the following:

         "No director of the Corporation shall be personally liable to the
         Corporation or any of its stockholders for monetary damages for breach
         of fiduciary duty as a director of the Corporation; PROVIDED, HOWEVER,
         that the foregoing is not intended to eliminate or limit the liability
         of a director of the Corporation for (i) any breach of a director's
         duty of loyalty to the Corporation or its stockholders, (ii) acts or
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law, (iii) a violation of Section 174 of the
         DGCL, or (iv) any transaction from which the director derived an
         improper personal benefit. If the DGCL is hereafter amended to
         authorize corporate action further eliminating or limiting the personal
         liability of directors, then the liability of a director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the DGCL, as so amended. No amendment to or repeal of this
         Article SEVENTH shall apply to or have any effect on the liability or
         alleged liability of any director of the Corporation for or with
         respect to any acts or omissions of such director occurring prior to
         such amendment or repeal."
Article Eighth of the Company's Certificate of Incorporation and
Article XI of the Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.

         The Company currently has in effect a directors and officers liability
insurance policy covering the directors and executive officers of the Company.

         The Company has entered into various Indemnification Agreements with
each of its directors and executive officers that provide for indemnification
and expense advancement to the fullest extent permitted under the DGCL.

         As a result of these provisions or agreements, the Company and its
stockholders may be unable to obtain monetary damages from a director or officer
for breach of the duty of care. Although stockholders may continue to seek
injunctive or other equitable relief for an alleged breach of fiduciary duty by
a director or officer, stockholders may not have any effective remedy against
the challenged conduct if equitable remedies are unavailable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

        Exhibit
        Number                         Document Description
        ------                         --------------------

         4.1      Certificate of Incorporation of the Company (incorporated by
                  reference from Exhibit 3.1 to the Company's Current Report on
                  Form 8-K filed with the Commission on October 23, 2000 (File
                  No. 0-027945)).

         4.2      Bylaws of the Company (incorporated by reference from Exhibit
                  3.2 to the Company's Current Report on Form 8-K filed with the
                  Commission on October 23, 2000 (File No. 0-027945)).

         4.3*     Ascendant Solutions, Inc. 2002 Equity Incentive Plan.

         5.1*     Opinion of Munsch Hardt Kopf & Harr, P.C.

         23.1     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
                  opinion filed as Exhibit 5.1 to this Registration Statement).

         23.2*    Consent of Ernst & Young LLP, independent public accountants.

         24.1     Power of Attorney (included on the signature page of this
                  Registration Statement).

-------------------
*Filed herewith.
Item 9.  Undertakings.

         (a)      The Company 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 this 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 this
                  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
                  end 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 changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in this Registration Statement.

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements 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 Addison, State of Texas, on April 2, 2002.

                                  ASCENDANT SOLUTIONS, INC.

                                  By: /s/ DAVID E. BOWE
                                      -------------------------------------
                                          David E. Bowe
                                          Chief Executive Officer, President and
                                          Chief Financial Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Ascendant Solutions, Inc., a Delaware corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), hereby constitutes and appoints David E. Bowe the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, and in any and all capacities, to sign such Registration
Statement and any or all amendments thereto (including post-effective amendments
and amendments thereto) and all other documents in connection therewith to be
filed with the Securities and Exchange Commission, it being understood that said
attorney-in-fact and agent shall have full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person
and that each of the undersigned hereby ratifies and confirms all that said
attorney-in-fact as agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 2, 2002.
Signature                                      Title
           ---------                                      -----

  /s/ JAMES C. LESLIE                             Chairman of the Board
------------------------------
      James C. Leslie

  /s/ DAVID E. BOWE                 Director, Chief Executive Officer, President and
------------------------------        Chief Financial Officer (Principal Executive,
      David E. Bowe                         Financial and Accounting Officer)

  /s/ RICHARD BLOCH                                     Director
------------------------------
      Richard Bloch

  /s/ JONATHAN BLOCH                                    Director
------------------------------
      Jonathan Bloch

  /s/ MELISSA CRANE                                     Director
------------------------------
      Melissa Crane