<PAGE>

    As filed with the Securities and Exchange Commission on March 27, 2001
                            SEC File No.333-23430-D

--------------------------------------------------------------------------------
                      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)
<TABLE>
<CAPTION>


<S>                                      <C>                                      <C>
           Nevada                                    7372                             84-1091271
(State or other jurisdiction of          (Primary Standard Industrial              (I.R.S. Employer
incorporation or organization)            Classification Code Number)             Identification No.)
</TABLE>
                     9901 Valley Ranch Parkway, Suite 320
                             Irving, Texas  75038
                                 972-725-9389
                   (Address of Principal Executive Offices)

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

                                 Mark Lindberg
                     9901 Valley Ranch Parkway, Suite 320
                             Irving, Texas  75038
                                 972-725-9389
           (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
<TABLE>
<CAPTION>

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    8,500,000                 $.10               $850,000            $1,700.00
================================================================================================================
</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 March 8,
     2001.
<PAGE>

                                 NETCOMMERCE, INC.
                                 STOCK FOR SERVICES

The Directors

  Mark Lindberg, Donald W Prosser, Leon Bryant, Donald Hejmanowski, Pete D.
Knight, Victor Terranova, Paul Healey have agreed to receive stock as their
payment for work on the board of directors for their year of service.

The Consultant

  The Consultant has agreed to provide his expertise and advice to the Company
for the purpose set forth in his agreement with the Company. The Agreement for
consulting is as follows: Jonathan I. Small provides advisory services, investor
relation services (including handling all inquires), and help with corporate
structure and management and assistance to the board of directors.



                                    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.

                                       2
<PAGE>

   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:

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

           (b) The Registrant's Quarterly Reports on Form 10-QSB for the
     quarters ended August 31, 2000 and November 30, 2000.

           (d) The Current Reports of the Registrant on Form 8-K dated
     February 16, 2001, and; 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 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.

                                       3
<PAGE>

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.

  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.

                                       4
<PAGE>

  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;

  (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

                                       5
<PAGE>

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:

    5.1  Opinion of Wolin & Rosen, Ltd.

   10.1  Minutes of the Board of Directors meeting authorizing the payment of
         the directors fees in stock

   10.2  Consulting agreement with Jonathan L. Small

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

   23.2  Consent of McKennon, Wilson & Morgan LLP - For May 31, 2000 & August
         31, 2000

   23.3  Consent of Ronald Chadwick PC - For November 30, 2000

   24.1  Power of Attorney

                                       6
<PAGE>

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.

           (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 Irving, State of Texas, on the 23rd day of March,
2001.

                                        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.
<TABLE>
<CAPTION>

Signatures                                   Title                        Date
----------                                   -----                        ----
<S>                               <C>                                <C>

/s/ Mark Lindberg                 Chairman of the Board              March 23, 2001
--------------------------        of Directors, President and
Mark Lindberg                     Chief Executive Officer

/s/ Donald W Prosser              Chief Financial Officer,           March 23, 2001
--------------------------        Secretary, and Director
Donald W Prosser
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19024}]
{"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": "333-57644", "film-number": "1579907"}, "business-address": {"street1": "9901 E VALLEY RANCH PARKWAY", "street2": "SUITE 2000", "city": "IRVING", "state": "TX", "zip": "75063", "phone": "9725038984"}, "mail-address": {"street1": "9901 E VALLEY RANCH PARKWAY", "street2": "SUITE 2000", "city": "IRVING", "state": "TX", "zip": "75063"}, "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 March 27, 2001
                            SEC File No.333-23430-D

--------------------------------------------------------------------------------
                      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.)
9901 Valley Ranch Parkway, Suite 320
                             Irving, Texas  75038
                                 972-725-9389
                   (Address of Principal Executive Offices)

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

                                 Mark Lindberg
                     9901 Valley Ranch Parkway, Suite 320
                             Irving, Texas  75038
                                 972-725-9389
           (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    8,500,000                 $.10               $850,000            $1,700.00
================================================================================================================
(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 March 8,
     2001.
NETCOMMERCE, INC.
                                 STOCK FOR SERVICES

The Directors

  Mark Lindberg, Donald W Prosser, Leon Bryant, Donald Hejmanowski, Pete D.
Knight, Victor Terranova, Paul Healey have agreed to receive stock as their
payment for work on the board of directors for their year of service.

The Consultant

  The Consultant has agreed to provide his expertise and advice to the Company
for the purpose set forth in his agreement with the Company. The Agreement for
consulting is as follows: Jonathan I. Small provides advisory services, investor
relation services (including handling all inquires), and help with corporate
structure and management and assistance to the board of directors.

                                    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.

                                       2
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:

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

           (b) The Registrant's Quarterly Reports on Form 10-QSB for the
     quarters ended August 31, 2000 and November 30, 2000.

           (d) The Current Reports of the Registrant on Form 8-K dated
     February 16, 2001, and; 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 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.

                                       3
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.

  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.

                                       4
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;

  (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

                                       5
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:

    5.1  Opinion of Wolin & Rosen, Ltd.

   10.1  Minutes of the Board of Directors meeting authorizing the payment of
         the directors fees in stock

   10.2  Consulting agreement with Jonathan L. Small

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

   23.2  Consent of McKennon, Wilson & Morgan LLP - For May 31, 2000 & August
         31, 2000

   23.3  Consent of Ronald Chadwick PC - For November 30, 2000

   24.1  Power of Attorney

                                       6
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.

           (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 Irving, State of Texas, on the 23rd day of March,
2001.

                                        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              March 23, 2001
--------------------------        of Directors, President and
Mark Lindberg                     Chief Executive Officer

/s/ Donald W Prosser              Chief Financial Officer,           March 23, 2001
--------------------------        Secretary, and Director
Donald W Prosser
8