SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


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


                               EACCELERATION CORP.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                    91-2006409
   (State or Other Jurisdiction of                     (I.R.S. Employer
   Incorporation or Organization)                     Identification No.)

     1050 NE HOSTMARK ST., SUITE 100B
     POULSBO, WASHINGTON                                    98370
(Address of Principal Executive Offices)                  (Zip Code)


                 EACCELERATION CORP. 2002 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

              CLINT BALLARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               EACCELERATION CORP.
                        1050 NE HOSTMARK ST., SUITE 100B
                            POULSBO, WASHINGTON 98370
                     (Name and Address of Agent For Service)

                                 (360) 697-9260
          (Telephone Number, Including Area Code, of Agent For Service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                             Kaufman & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100

<TABLE>
<CAPTION>
                                                      Proposed
           Title of                   Amount To        Maximum          Proposed Maximum        Amount Of
          Securities                     Be         Offering Price     Aggregate Offering      Registration
       To be Registered              Registered     Per Share (1)           Price (1)              Fee

<S>                                   <C>                <C>                   <C>                  <C>
Common Stock, par value $.0001
per share (the "Common Stock")        5,000,000          $.10                  $500,000             $46
<FN>

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
         "Securities Act").
(2)      Pursuant to Rule 416 of the Securities Act, there are also being
         registered such indeterminable number of additional shares of Common
         Stock as may become issuable pursuant to anti-dilution provisions
         contained in the eAcceleration Corp. 2002 Equity Incentive Plan.
</FN>
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in this Part I
will be sent or given to employees (as such term is defined in paragraph 1(a) of
General Instructions A to Form S-8) as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         eAcceleration Corp. (the "Registrant") hereby incorporates by reference
the documents listed below and any future filings the Registrant will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:

         1.  The description of the Common Stock contained in the Registrant's
             Registration Statement on Form 8-A, filed with the Securities and
             Exchange Commission on March 8, 2000, including any amendment(s)
             or report(s) filed for the purpose of updating such description;
             and

         2.  The Registrant's Annual Report on Form 10-KSB, for the fiscal year
             ended December 31, 2001.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under the provisions of the Certificate of Incorporation and By-Laws of
the Registrant, each person who is or was a director or officer of Registrant
shall be indemnified by the Registrant as of right to the full extent permitted
or authorized by the General Corporation Law of Delaware. Under such law, to the
extent that such person is successful on the merits of defense of a suit or
proceeding brought against such person by reason of the fact that such person is
a director or officer of the Registrant, such person shall be indemnified
against expenses reasonably incurred in connection with such action, including
attorney's fees. If unsuccessful in defense of a third-party civil suit or a
criminal suit or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses, including attorneys' fees, and (2)
judgments, fines and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Registrant, and with respect to any criminal
action, had no reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses incurred in the defense or settlement of such
suit, including attorneys' fees, if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance of such
person's duty to the Registrant, such person cannot be made whole even for
expenses unless the court determines that such person is fairly and reasonably
entitled to be indemnified for such expenses.

                                        2

<PAGE>



         The Registrant has entered into indemnification agreements with each of
its executive officers and directors. The indemnification agreements provide for
reimbursement for all direct and indirect costs of any type or nature
whatsoever, including attorneys' fees and related disbursements, actually and
reasonably incurred in connection with either the investigation, defense or
appeal of a Proceeding, as defined, including amounts paid in settlement by or
on behalf of an Indemnitee, as defined.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities 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 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.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Number      Description
------      -----------
4.1         eAcceleration Corp. 2002 Equity Incentive Plan
5.1         Opinion and consent of Kaufman & Moomjian, LLC
23.1        Consent of Kaufman & Moomjian, LLC (included in their opinion filed
            as Exhibit 5.1)
23.2        Consent of McKennon, Wilson & Morgan, LLP
24.1        Powers of Attorney (set forth on the Signatures page to this
            Registration Statement)

Item 9.  Undertakings.
         ------------

         The Registrant hereby undertakes that it will:

         (1) File during any period in which it offers or sells securities, a
         post-effective amendment to this registration statement to:
             (i)   Include any prospectus required by Section 10(a)(3) of the
                   Securities Act;
             (ii)  Reflect in the prospectus any facts which, individually or
                   together, represent a fundamental change in the information
                   in the 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%
                   change in the maximum aggregate offering price set forth in
                   the "Calculation of Registration Fee" table in the effective
                   Registration Statement; and
             (iii) Include any additional or changed material information on the
                   plan of distribution;

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

         (2) For the purpose of determining any liability under the Securities
         Act, treat each such post-effective amendment as a new registration
         statement of the securities offered, and the offering of the securities
         at that time be the initial bona fide offering; and

                                        3

<PAGE>



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



                                        4

<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
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 Poulsbo, Washington on the 29th day of March, 2002.

                                                   EACCELERATION CORP.


                                       By: /s/Clint Ballard
                                           -----------------------------------
                                                     Clint Ballard
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on March 29, 2002, by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Clint Ballard with full power of
substitution, his/her true and lawful attorney-in-fact and agent to do any and
all acts and things in his/her name and on behalf in his/her capacities
indicated below which he may deem necessary or advisable to enable eAcceleration
Corp. to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for him/her in his/her name in the
capacities stated below, any and all amendments (including post- effective
amendments) thereto, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.


/s/ Clint Ballard              President, Chief Executive Officer and Director
----------------------------   (Principal Executive Officer)
       Clint Ballard

/s/ Diana T. Ballard           Chairman of the Board, Secretary, Treasurer and
----------------------------   Director
      Diana T. Ballard


/s/ E. Edward Ahrens           Chief Financial Officer
----------------------------   (Principal Financial and Accounting Officer)
     E. Edward Ahrens

/s/ Edward P. Swain, Jr.       Director
----------------------------
   Edward P. Swain, Jr.


/s/ William E. Hoke            Director
----------------------------
     William E. Hoke


                                        5

<PAGE>


                               eACCELERATION CORP.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number      Description
------      -----------
4.1         eAcceleration Corp. 2002 Equity Incentive Plan
5.1         Opinion and consent of Kaufman & Moomjian, LLC
23.1        Consent of Kaufman & Moomjian, LLC (included in their opinion filed
            as Exhibit 5.1)
23.2        Consent of McKennon, Wilson & Morgan, LLP
24.1        Powers of Attorney (set forth on the Signatures page to this
            Registration Statement)

                                        6
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{"company-data": {"conformed-name": "EACCELERATION CORP", "cik": "0001098862", "assigned-sic": "7389", "irs-number": "912006407", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85444", "film-number": "02601078"}, "business-address": {"street1": "1223 NW FINN HILL ROAD", "city": "POULSBO", "state": "WA", "zip": "98370", "phone": "3606979260"}, "mail-address": {"street1": "1223 NEW FINN HILL ROAD", "city": "POULSBO", "state": "WA", "zip": "98370"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                               EACCELERATION CORP.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                    91-2006409
   (State or Other Jurisdiction of                     (I.R.S. Employer
   Incorporation or Organization)                     Identification No.)

     1050 NE HOSTMARK ST., SUITE 100B
     POULSBO, WASHINGTON                                    98370
(Address of Principal Executive Offices)                  (Zip Code)

                 EACCELERATION CORP. 2002 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

              CLINT BALLARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               EACCELERATION CORP.
                        1050 NE HOSTMARK ST., SUITE 100B
                            POULSBO, WASHINGTON 98370
                     (Name and Address of Agent For Service)

                                 (360) 697-9260
          (Telephone Number, Including Area Code, of Agent For Service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                             Kaufman & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100
Proposed
           Title of                   Amount To        Maximum          Proposed Maximum        Amount Of
          Securities                     Be         Offering Price     Aggregate Offering      Registration
       To be Registered              Registered     Per Share (1)           Price (1)              Fee
Common Stock, par value $.0001
per share (the "Common Stock")        5,000,000          $.10                  $500,000             $46
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the
         "Securities Act").
(2)      Pursuant to Rule 416 of the Securities Act, there are also being
         registered such indeterminable number of additional shares of Common
         Stock as may become issuable pursuant to anti-dilution provisions
         contained in the eAcceleration Corp. 2002 Equity Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in this Part I
will be sent or given to employees (as such term is defined in paragraph 1(a) of
General Instructions A to Form S-8) as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         eAcceleration Corp. (the "Registrant") hereby incorporates by reference
the documents listed below and any future filings the Registrant will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this
offering has been completed:

         1.  The description of the Common Stock contained in the Registrant's
             Registration Statement on Form 8-A, filed with the Securities and
             Exchange Commission on March 8, 2000, including any amendment(s)
             or report(s) filed for the purpose of updating such description;
             and

         2.  The Registrant's Annual Report on Form 10-KSB, for the fiscal year
             ended December 31, 2001.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under the provisions of the Certificate of Incorporation and By-Laws of
the Registrant, each person who is or was a director or officer of Registrant
shall be indemnified by the Registrant as of right to the full extent permitted
or authorized by the General Corporation Law of Delaware. Under such law, to the
extent that such person is successful on the merits of defense of a suit or
proceeding brought against such person by reason of the fact that such person is
a director or officer of the Registrant, such person shall be indemnified
against expenses reasonably incurred in connection with such action, including
attorney's fees. If unsuccessful in defense of a third-party civil suit or a
criminal suit or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses, including attorneys' fees, and (2)
judgments, fines and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Registrant, and with respect to any criminal
action, had no reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses incurred in the defense or settlement of such
suit, including attorneys' fees, if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance of such
person's duty to the Registrant, such person cannot be made whole even for
expenses unless the court determines that such person is fairly and reasonably
entitled to be indemnified for such expenses.

                                        2
The Registrant has entered into indemnification agreements with each of
its executive officers and directors. The indemnification agreements provide for
reimbursement for all direct and indirect costs of any type or nature
whatsoever, including attorneys' fees and related disbursements, actually and
reasonably incurred in connection with either the investigation, defense or
appeal of a Proceeding, as defined, including amounts paid in settlement by or
on behalf of an Indemnitee, as defined.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities 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 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.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Number      Description
------      -----------
4.1         eAcceleration Corp. 2002 Equity Incentive Plan
5.1         Opinion and consent of Kaufman & Moomjian, LLC
23.1        Consent of Kaufman & Moomjian, LLC (included in their opinion filed
            as Exhibit 5.1)
23.2        Consent of McKennon, Wilson & Morgan, LLP
24.1        Powers of Attorney (set forth on the Signatures page to this
            Registration Statement)

Item 9.  Undertakings.
         ------------

         The Registrant hereby undertakes that it will:

         (1) File during any period in which it offers or sells securities, a
         post-effective amendment to this registration statement to:
             (i)   Include any prospectus required by Section 10(a)(3) of the
                   Securities Act;
             (ii)  Reflect in the prospectus any facts which, individually or
                   together, represent a fundamental change in the information
                   in the 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%
                   change in the maximum aggregate offering price set forth in
                   the "Calculation of Registration Fee" table in the effective
                   Registration Statement; and
             (iii) Include any additional or changed material information on the
                   plan of distribution;

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

         (2) For the purpose of determining any liability under the Securities
         Act, treat each such post-effective amendment as a new registration
         statement of the securities offered, and the offering of the securities
         at that time be the initial bona fide offering; and

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

                                        4
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
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 Poulsbo, Washington on the 29th day of March, 2002.

                                                   EACCELERATION CORP.

                                       By: /s/Clint Ballard
                                           -----------------------------------
                                                     Clint Ballard
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on March 29, 2002, by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Clint Ballard with full power of
substitution, his/her true and lawful attorney-in-fact and agent to do any and
all acts and things in his/her name and on behalf in his/her capacities
indicated below which he may deem necessary or advisable to enable eAcceleration
Corp. to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for him/her in his/her name in the
capacities stated below, any and all amendments (including post- effective
amendments) thereto, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

/s/ Clint Ballard              President, Chief Executive Officer and Director
----------------------------   (Principal Executive Officer)
       Clint Ballard

/s/ Diana T. Ballard           Chairman of the Board, Secretary, Treasurer and
----------------------------   Director
      Diana T. Ballard

/s/ E. Edward Ahrens           Chief Financial Officer
----------------------------   (Principal Financial and Accounting Officer)
     E. Edward Ahrens

/s/ Edward P. Swain, Jr.       Director
----------------------------
   Edward P. Swain, Jr.

/s/ William E. Hoke            Director
----------------------------
     William E. Hoke

                                        5
eACCELERATION CORP.

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number      Description
------      -----------
4.1         eAcceleration Corp. 2002 Equity Incentive Plan
5.1         Opinion and consent of Kaufman & Moomjian, LLC
23.1        Consent of Kaufman & Moomjian, LLC (included in their opinion filed
            as Exhibit 5.1)
23.2        Consent of McKennon, Wilson & Morgan, LLP
24.1        Powers of Attorney (set forth on the Signatures page to this
            Registration Statement)

                                        6