SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                 NEVADA                               88-0409024
          (State of Incorporation)             (I.R.S. Employer ID No.)

          Suite 308, 1040 Hamilton St., Vancouver, B.C., V6B2R9 Canada
                         (Address of Principal Offices)

                          The Elgrande.com, Inc., 1998
                  Directors and Officers Stock Option Plan and
                 The Elgrande.com, Inc., 1999 Stock Option Plan
                            (Full Title of the Plan)

                                  Randal Palach
                               Elgrande.com, Inc.
                 Suite 308, 1040 Hamilton St., Vancouver, B.C.,
                                  V6B2R9 Canada
                    (Name and address of Agent for Service)

                                  (604)689 0808
          (Telephone number, including area code of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of           Amount of   Max. Off.  Maximum         Amount of
Securities         Securities  Price      Aggregate       Registration
Registered         Registered  Per Share  Offering Price  Fee
--------------------------------------------------------------------------------
Common Stock(1)    6,000,000   $3.6875(2)  $22,125,000    $5,841


(1) Issuable pursuant to options granted pursuant to the plans.
(2) Estimated  Price in accordance  with Rule 457(h)and based upon the last sale
on the  common  stock as  reported  on the NASD OTC  Bulletin  Board  Market  on
February 24, 2000


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The documents containing the information related to the Elgrande.com, Inc.,
1998 Directors and Officers Stock Option Plan and the  Elgrande.com,  Inc., 1999
Stock  Option  Plan  which  is not  being  filed  as part  of this  Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response  to Item 3 of Part II of this  Registration  Statement,  which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the  "Securities  Act") will be sent or given to the
participant  by the  Registrant as specified by Rule 428(b)(1) of the Securities
Act.


Item 2. Registrant Information and Employee Plan Annual Information.

     As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral  request,  of documents  incorporated  by reference in Item 3 of Part II
hereof and of documents  required to be delivered  pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant  incorporates  the following  documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended May 31, 1999.

     (b)  The  Registrant's  Quarterly Report on Form 10-QSB for the three month
          period ended August 31, 1999.

     (c)  The  Registrant's  Quarterly  Report on Form  10-QSB for the six month
          period ended November 30, 1999.

     (d)  Description of the Common Stock as  incorporated  in the  Registration
          Statement on Form 10SB dated April 21, 1999, SEC file no. 000-25335

     (e)  All  other  documents  filed  by  Registrant  after  the  date of this
          Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
          Securities  Exchange Act of 1934, (the Exchange Act) are  incorporated
          by  reference  herein and in the  Section 10  Prospectus  to be a part
          thereof from the date of filing of such documents.

Item 4. Not Applicable.

Item 5. Interests of Named Experts and Counsel: Not applicable.

Item 6. Indemnification of Officers and Directors.

     Article 11 of the Company's  By-laws  provides that every person who was or
is a party or is  threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person  for whom he is the legal  representative
is or was a director or officer of the  corporation  or is or was serving at the
request  of the  corporation  or for its  benefit  as a  director  or officer of
another corporation,  or as its representative in a partnership,  joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally  permissible  under the General  Corporation  Law of the State of
Nevada  against all expenses,  liability and loss  (including  attorney's  fees,
judgments,  fines  and  amounts  paid or to be paid  in  settlement)  reasonably
incurred or suffered by him in connection therewith.

Item 7. Exemption from Registration Claimed: Not Applicable

Item 8. Exhibits.

     5.1  Opinion  of Dennis  Brovarone,  regarding  legality  of  shares  being
          issued.

     23.1 Consent of Dennis Brovarone,(See Opinion).

     23.2 Consent of Williams & Webster PS Certified Public Accountant

     99.1 The Elgrande.com, Inc. 1998 Directors and Officers Stock Option Plan

     99.2 The Elgrande.com, Inc. 1999 Stock Option Plan


Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes.

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to the 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 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, 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 Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
that are incorporated by reference into this Registration Statement.

     (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 to the securities  offered
          therein,  and the  offering  of such  securities  offered at that time
          shall be deemed to be the initial bona fide offering thereof.

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

          (b)  The undersigned  Registrant  hereby undertakes that, for purposes
               of  determining  any liability  under the Securities Act 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.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  Registrant  pursuant  to  the
               provisions described in Item 6, or otherwise,  the Registrant has
               been advised that in the opinion of the  Securities  and Exchange
               Commission  such  indemnification  is  against  public  policy as
               expressed  in the Act and is,  therefore,  unenforceable.  In the
               event that a claim for  indemnification  against such liabilities
               (other than the payment by the Registrant of expenses incurred or
               paid  by  a  director,  officer  or  controlling  person  of  the
               Registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               Registrant will, unless in the opinion of its counsel that matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    questions    whether   such
               indemnification  is against public policy as expressed in the 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 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, on this 29st day of February 2000 .

ELGRANDE.COM, INC.


By: /s/ JAMES WEST
------------------
James West, President and Chief Executive Officer

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

SIGNATURE                TITLE                                   DATE
---------                -----                                   ----

/s/ JAMES WEST
------------
James West,               Chairman of the Board of Directors   February 29, 2000

/s/ MICHAEL PAGE
------------
Michael Page,             Director                             February 29, 2000

/s/ CARLTON PARFITT
---------------
Carlton Parfitt,          Secretary-Treasurer, Director        February 29, 2000

/s/ DENNIS BROVARONE
---------------
Dennis Brovarone,         Director                             February 29, 2000


/s/ MARIUSZ GIRT
---------------
Mariusz Girt,             Director                             February 29, 2000


/s/ RANDAL PALACH         Director                             February 29, 2000
--------------
Randal Palach




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 11638}]
{"company-data": {"conformed-name": "ELGRANDE COM INC", "cik": "0001073362", "assigned-sic": "7373", "irs-number": "880409024", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31308", "film-number": "557173"}, "business-address": {"street1": "1040 HAMILTON ST", "street2": "SUITE 308", "city": "VANCOUVER BC CANADA", "phone": "8773547263"}, "mail-address": {"street1": "1040 HAMILTON ST", "street2": "SUITE 308", "city": "VANCOUVER CANADA"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                 NEVADA                               88-0409024
          (State of Incorporation)             (I.R.S. Employer ID No.)

          Suite 308, 1040 Hamilton St., Vancouver, B.C., V6B2R9 Canada
                         (Address of Principal Offices)

                          The Elgrande.com, Inc., 1998
                  Directors and Officers Stock Option Plan and
                 The Elgrande.com, Inc., 1999 Stock Option Plan
                            (Full Title of the Plan)

                                  Randal Palach
                               Elgrande.com, Inc.
                 Suite 308, 1040 Hamilton St., Vancouver, B.C.,
                                  V6B2R9 Canada
                    (Name and address of Agent for Service)

                                  (604)689 0808
          (Telephone number, including area code of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of           Amount of   Max. Off.  Maximum         Amount of
Securities         Securities  Price      Aggregate       Registration
Registered         Registered  Per Share  Offering Price  Fee
--------------------------------------------------------------------------------
Common Stock(1)    6,000,000   $3.6875(2)  $22,125,000    $5,841

(1) Issuable pursuant to options granted pursuant to the plans.
(2) Estimated  Price in accordance  with Rule 457(h)and based upon the last sale
on the  common  stock as  reported  on the NASD OTC  Bulletin  Board  Market  on
February 24, 2000
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The documents containing the information related to the Elgrande.com, Inc.,
1998 Directors and Officers Stock Option Plan and the  Elgrande.com,  Inc., 1999
Stock  Option  Plan  which  is not  being  filed  as part  of this  Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response  to Item 3 of Part II of this  Registration  Statement,  which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the  "Securities  Act") will be sent or given to the
participant  by the  Registrant as specified by Rule 428(b)(1) of the Securities
Act.

Item 2. Registrant Information and Employee Plan Annual Information.

     As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral  request,  of documents  incorporated  by reference in Item 3 of Part II
hereof and of documents  required to be delivered  pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant  incorporates  the following  documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended May 31, 1999.

     (b)  The  Registrant's  Quarterly Report on Form 10-QSB for the three month
          period ended August 31, 1999.

     (c)  The  Registrant's  Quarterly  Report on Form  10-QSB for the six month
          period ended November 30, 1999.

     (d)  Description of the Common Stock as  incorporated  in the  Registration
          Statement on Form 10SB dated April 21, 1999, SEC file no. 000-25335

     (e)  All  other  documents  filed  by  Registrant  after  the  date of this
          Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
          Securities  Exchange Act of 1934, (the Exchange Act) are  incorporated
          by  reference  herein and in the  Section 10  Prospectus  to be a part
          thereof from the date of filing of such documents.

Item 4. Not Applicable.

Item 5. Interests of Named Experts and Counsel: Not applicable.

Item 6. Indemnification of Officers and Directors.

     Article 11 of the Company's  By-laws  provides that every person who was or
is a party or is  threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person  for whom he is the legal  representative
is or was a director or officer of the  corporation  or is or was serving at the
request  of the  corporation  or for its  benefit  as a  director  or officer of
another corporation,  or as its representative in a partnership,  joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally  permissible  under the General  Corporation  Law of the State of
Nevada  against all expenses,  liability and loss  (including  attorney's  fees,
judgments,  fines  and  amounts  paid or to be paid  in  settlement)  reasonably
incurred or suffered by him in connection therewith.

Item 7. Exemption from Registration Claimed: Not Applicable

Item 8. Exhibits.

     5.1  Opinion  of Dennis  Brovarone,  regarding  legality  of  shares  being
          issued.

     23.1 Consent of Dennis Brovarone,(See Opinion).

     23.2 Consent of Williams & Webster PS Certified Public Accountant

     99.1 The Elgrande.com, Inc. 1998 Directors and Officers Stock Option Plan

     99.2 The Elgrande.com, Inc. 1999 Stock Option Plan

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes.

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to the 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 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, 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 Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
that are incorporated by reference into this Registration Statement.

     (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 to the securities  offered
          therein,  and the  offering  of such  securities  offered at that time
          shall be deemed to be the initial bona fide offering thereof.

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

          (b)  The undersigned  Registrant  hereby undertakes that, for purposes
               of  determining  any liability  under the Securities Act 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.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  Registrant  pursuant  to  the
               provisions described in Item 6, or otherwise,  the Registrant has
               been advised that in the opinion of the  Securities  and Exchange
               Commission  such  indemnification  is  against  public  policy as
               expressed  in the Act and is,  therefore,  unenforceable.  In the
               event that a claim for  indemnification  against such liabilities
               (other than the payment by the Registrant of expenses incurred or
               paid  by  a  director,  officer  or  controlling  person  of  the
               Registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               Registrant will, unless in the opinion of its counsel that matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    questions    whether   such
               indemnification  is against public policy as expressed in the Act
               and will be governed by the final adjudication of such issue.
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, on this 29st day of February 2000 .

ELGRANDE.COM, INC.

By: /s/ JAMES WEST
------------------
James West, President and Chief Executive Officer

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

SIGNATURE                TITLE                                   DATE
---------                -----                                   ----

/s/ JAMES WEST
------------
James West,               Chairman of the Board of Directors   February 29, 2000

/s/ MICHAEL PAGE
------------
Michael Page,             Director                             February 29, 2000

/s/ CARLTON PARFITT
---------------
Carlton Parfitt,          Secretary-Treasurer, Director        February 29, 2000

/s/ DENNIS BROVARONE
---------------
Dennis Brovarone,         Director                             February 29, 2000

/s/ MARIUSZ GIRT
---------------
Mariusz Girt,             Director                             February 29, 2000

/s/ RANDAL PALACH         Director                             February 29, 2000
--------------
Randal Palach