AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          E-AUCTION GLOBAL TRADING INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                                  n/a
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         220 KING STREET WEST, SUITE 200
                                TORONTO, ONTARIO
                                 CANADA M5H 1K7
                                 (416) 214-1587
                    (Address of principal executive offices)

                          E-AUCTION GLOBAL TRADING INC.

     1999 STOCK OPTION PLAN (AS AMENDED), AS ADOPTED MARCH 1, 1999, AMENDED
                                 MARCH 13, 2000
                            (Full title of the plan)

                                  DAVID HACKETT
                         220 KING STREET WEST, SUITE 200
                                TORONTO, ONTARIO
                                 CANADA M5H 1K7
                     (Name and address of agent for service)

                                 (416) 214-1587
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Martin Eric Weisberg
                               Parker Chapin, LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6050

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time
to time after this Registration  Statement becomes  effective,  as determined by
market conditions.

|_| If the only  securities  being  registered  on this form are  being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.

|X| If any of the securities  being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.

<PAGE>

|_| If this Form is filed to  register  additional  securities  for an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.

                              ---------------------

|_| If this Form is a  post-effective  amendment  filed  pursuant to rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering.

                              ---------------------

|_| If delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box.

                                EXPLANATORY NOTE

                       -----------------------------------

         The Prospectus  filed as part of this  Registration  Statement has been
prepared in  accordance  with the  requirements  of Form S-3 pursuant to General
Instruction  C of Form S-8 and may be used for  reoffers or resales of e-Auction
Global Trading,  Inc.'s common stock to be acquired by the persons named therein
pursuant to e-Auction's Amended and Restated 1999 Stock Option Plan.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------- -------------- ----------------------- ------------------------ ------------------
Title of securities to be   Amount to be   Proposed maximum        Proposed maximum         Amount of
registered                  registered     offering price per      aggregate offering       registration fee
                            (1)            share                   price
--------------------------- -------------- ----------------------- ------------------------ ------------------
<S>                         <C>            <C>                     <C>                      <C>
Common Stock, par value     9,000,000      $0.545                  $4,905,000.00            $1,294.92
$0.001 per share            shares (2)
-------------------------------------------------------------------------------------------------------------------
</TABLE>
1.  This  registration  statement  covers  shares of Common  Stock of  e-Auction
    Global  Trading Inc. which may be offered or sold pursuant to the 1999 Stock
    Option  Plan,  as adopted  March 1, 1999 and amended  March 13,  2000.  This
    Registration  Statement also relates to an indeterminate number of shares of
    Common  Stock  that may be issued  upon stock  splits,  stock  dividends  or
    similar transactions in accordance with Rule 416.
2.  Represents shares of Common Stock of e-Auction Global Trading Inc. which may
    be offered or sold  pursuant to the 1999 Stock Option Plan, as adopted March
    1, 1999 and amended March 13, 2000.
3.  With respect to awards that have previously been issued under the 1999 Stock
    Option Plan, as adopted March 1, 1999 and amended March 13, 2000, the actual
    offering price has been used to compute the maximum  offering price pursuant
    to Rule  457(h)(1).  For the  remaining  shares of Common Stock of e-Auction
    Global  Trading Inc.  issuable  under the 1999 Stock Option Plan, as adopted
    March 1, 1999 and amended March 13, 2000, for the purpose of calculating the
    registration  fee pursuant to Rule 457(c) of the  Securities Act of 1933, as
    amended, on the basis of the average of the high and low prices per share of
    Common  Stock of e-Auction  Global  Trading Inc. as reported on the National
    Quotation Bureau, LLC, on November 15, 2000.
4.  Calculated  pursuant to Section 6(b) as follows:  proposed maximum aggregate
    offering price multiplied by .000264.

<PAGE>

     THESE  SECURITIES MAY NOT BE SOLD UNTIL THE  REGISTRATION  STATEMENT  FILED
 WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS  PROSPECTUS IS
 NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SEEKING AN OFFER TO

   BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                           ---------------------------


                                   PROSPECTUS

                        9,000,000 SHARES OF COMMON STOCK
                           (par value $.001 per share)

                          E-AUCTION GLOBAL TRADING INC.

                           ---------------------------

     The  stockholders  of e-Auction,  Inc. listed on page 10 of this Prospectus
are  offering  for sale up to  9,000,000  shares of Common  Stock of the Company
under this  Prospectus.  Those to whom such  Selling  Stockholders  may  pledge,
donate  or  transfer  their  shares  and  other  successors,  may  also use this
prospectus.  The Selling  Stockholders  may offer their shares through public or
private  transactions,  at prevailing market prices, or at privately  negotiated
prices.

     The Selling  Stockholders  will  receive all of the net  proceeds  from the
resale of the shares.  Accordingly,  we will not receive any  proceeds  from the
resale of the  shares.  We have  agreed  to bear the  expenses  relating  to the
registration of the shares,  other than brokerage  commissions and expenses,  if
any, which will be paid by the Selling Stockholders.

       -------------------------------------------------------------------

                OTC Bulletin Board Common Stock symbol: "EAUC.OB"
       -------------------------------------------------------------------


     On November  17, 2000 the closing sale price of our Common Stock on the OTC
Bulletin Board was $0.52.

     Our  executive  offices  are located at 220 King  Street  West,  Suite 200,
Toronto,  Ontario Canada M5H 1K7, our telephone number is (416) 214-1587 and our
website is at www.eauctioninc.com.

THIS INVESTMENT  INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD  CAREFULLY  CONSIDER
THE FACTORS  DESCRIBED  UNDER THE CAPTION "RISK FACTORS"  BEGINNING ON PAGE 3 OF
THIS PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE  SECURITIES,  OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             ----------------------


                THE DATE OF THIS PROSPECTUS IS NOVEMBER 17, 2000
<PAGE>

                            -------------------------

                                TABLE OF CONTENTS

Risk Factors................................................................3
Where You Can Find More Information About Us................................9
Incorporation of Certain Documents by Reference.............................9
Use of Proceeds............................................................10
Dividend Policy............................................................10
Selling Stockholders ......................................................10
Plan of Distribution.......................................................11
Indemnification of Officers and Directors..................................12
Legal Matters..............................................................13
Experts ...................................................................13

         UNTIL NOVEMBER 17, 2000 ALL DEALERS THAT EFFECT  TRANSACTIONS  IN THESE
SECURITIES,  WHETHER OR NOT  PARTICIPATING IN THIS OFFERING,  MAY BE REQUIRED TO
DELIVER A PROSPECTUS.  THIS IN ADDITION TO THE DEALER'S  OBLIGATION TO DELIVER A
PROSPECTUS  WHEN  ACTING  AS  UNDERWRITERS  AND WITH  RESPECT  TO  THEIR  UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

         WE HAVE NOT AUTHORIZED  ANY DEALER,  SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT  ANYTHING NOT CONTAINED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY  UNAUTHORIZED  INFORMATION.  THIS  PROSPECTUS  DOES NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY  JURISDICTION  WHERE IT IS UNLAWFUL.  THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF NOVEMBER 17, 2000.

                               PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
information  appearing  elsewhere in this prospectus,  including the information
under "Risk Factors",  and the Consolidated  Financial  Statements and Pro Forma
Financial  Information  and  Notes  incorporated  by  reference  to our  Amended
Registration Statement dated and filed September 29, 2000.

                                ABOUT OUR COMPANY

         e-Auction  Global  Trading Inc. is an e-business  services  provider to
perishable   commodity  markets.   Our  goal  is  to  provide   multi-functional
Internet-enabled, real-time electronic trading systems that integrate financial,
logistics,  information and infrastructure services. Our short term objective is
to  deliver  these  integrated  electronic  trading  systems  in the  perishable
commodities  marketplace.  In the longer term,  we intend to expand our products
and services to electronic  commodity auctions generally.  Through  acquisitions
and additional personnel,  we believe that our current technology can be readily
adapted,  without  substantial  cost or  time,  to  provide  services  to  other
commodity auctions.

         In working  towards these goals,  we have made strategic  acquisitions,
including  the purchase of the  proprietary  internet  auctioning  technology of
Generated  Solutions Ltd. on February 1, 1999 and the  acquisition of Schelfhout
Computer Systemen N.V. on January 10, 2000. Schelfhout is a technology solutions
provider to  perishable  commodity  auction  houses,  having  access to over 150
perishable  commodity auctions in Europe.  More recently,  our purchases include
the acquisition of 100% of the issued and  outstanding  shares of Kwatrobox B.V.
on November 1, 2000, and we have signed a  letter-of-intent  to acquire I-Three,
Inc.

         Through our newly  acquired  wholly-owned  subsidiary,  Schelfhout,  we
intend to leverage  Schelfhout's  existing European market share to launch a new
product  called  "EuroNet  Trading  Portals".  We anticipate  launching  EuroNet
Portals  later this year.  EuroNet  Portals will act as a  pan-European  network
designed  to link  Schelfhout's  existing  standalone  European  systems,  which
currently trade approximately US$7.0 billion in perishable commodities per year.
These EuroNet Portals are intended to become "end-to-end"  solutions,  providing
clients with efficient and centralized  financial  settlement,  foreign exchange
and  credit  services  and,

                                       2
<PAGE>

more  importantly,  allowing  individual  buyers to  participate  in the auction
process remotely.  To our knowledge,  no such end-to-end solutions are currently
available to the perishable commodity auction market.

         Our Company was  incorporated in the State of Nevada on January 8, 1998
under  the  name  "Kazari  International  Inc."  Pursuant  to a  share  exchange
agreement  dated  February  26,  1999  among   e-Auction   Global  Trading  Inc.
(Barbados),   QFG  Holdings  Limited  and  us,  the  shareholders  of  e-Auction
(Barbados) completed a reverse-takeover of our Company, at which time we changed
our name to e-Auction Global Trading Inc.

         Our  principal  executive  offices are located at 220 King Street West,
Suite 200,  Toronto,  Ontario  Canada  M5H 1K7.  Our  telephone  number is (416)
214-1587.  We  maintain  websites  at  www.aucxis.com  and   www.schelfhout.com.
Information  contained  on our  websites  does  not  constitute  a part  of this
prospectus.

                                  RISK FACTORS

         AN  INVESTMENT IN THE SHARES  INVOLVES A HIGH DEGREE OF RISK.  THE RISK
FACTORS SET FORTH BELOW AND ELSEWHERE IN THIS  PROSPECTUS ARE NOT INTENDED TO BE
AN EXHAUSTIVE  LIST OF THE GENERAL OR SPECIFIC RISKS  INVOLVED,  BUT TO IDENTIFY
CERTAIN  RISKS THAT ARE NOW  FORESEEN BY  E-AUCTION  GLOBAL  TRADING  INC.  EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER ALL INFORMATION CONTAINED IN THIS
PROSPECTUS  AND SHOULD  GIVE  PARTICULAR  CONSIDERATION  TO THE  FOLLOWING  RISK
FACTORS BEFORE DECIDING TO PURCHASE THE SHARES OFFERED HEREBY.  ADDITIONAL RISKS
AND  UNCERTAINTIES  THAT ARE NOT YET IDENTIFIED OR THAT E-AUCTION GLOBAL TRADING
INC. CURRENTLY  CONSIDERS TO BE IMMATERIAL MAY ALSO MATERIALLY  ADVERSELY AFFECT
E-AUCTION'S BUSINESS AND FINANCIAL CONDITION IN THE FUTURE. ANY OF THE FOLLOWING
RISKS COULD MATERIALLY ADVERSELY AFFECT E-AUCTION'S BUSINESS,  OPERATING RESULTS
AND FINANCIAL CONDITION AND COULD RESULT IN A COMPLETE LOSS OF ANY INVESTMENT IN
E-AUCTION GLOBAL TRADING INC.

                                  RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY          Although the completion of our
AND AN EVOLVING BUSINESS MODEL      acquisition of Schelfhout Computer Systemen
                                    N.V. provides us with more extensive
                                    operating knowledge, we have a limited
                                    operating history under the current business
                                    model upon which we can be evaluated.
                                    Because our business model relies on use of
                                    the Internet, our prospects must also be
                                    considered in light of the risks and
                                    uncertainties encountered by companies that
                                    operate in the new and rapidly evolving
                                    Internet market. There can be no assurance
                                    that we will be successful in addressing the
                                    risks inherent in our business model and the
                                    failure to do so could have a material
                                    adverse effect on our business, operating
                                    results and financial condition.

WE WILL  REQUIRE                             Our lack of operating history and
ADDITIONAL FINANCING TO             the uncertainty of the Internet market make
OPERATE OUR BUSINESS                any prediction of our future results of
                                    operations difficult or impossible.
                                    Nonetheless, our business plan demands that
                                    we incur significant operating expenses in
                                    order to develop and extend our business
                                    model and operations, as well as respond to
                                    unanticipated competitive pressures or take
                                    advantage of unanticipated opportunities,
                                    including acquisitions of complementary
                                    businesses or technologies. Anticipated
                                    rapid growth may also require additional
                                    funds to expand our operations or enlarge
                                    our organization. We do not expect that our
                                    revenue will cover those expenses. As a
                                    result, we intend to raise additional
                                    capital through public or private debt or
                                    the sale of equity and/or debt securities.

                                             We cannot assure you that
                                    additional financing will be available


                                       3
<PAGE>
                                    on terms favorable to us, or that additional
                                    financing will be available at all. If
                                    adequate funds are not available or are not
                                    available on acceptable terms, we may not be
                                    able to take advantage of unanticipated
                                    opportunities, develop new technologies or
                                    otherwise respond to unanticipated
                                    competitive pressures, or continue to fund
                                    our operations. Such inability could have a
                                    material adverse effect on our business,
                                    financial condition, results of operations
                                    and prospects.

OUR USE OF THE INTERNET                      Our software products are based on
PRESENTS SYSTEM                     programming languages, which to date have
DEVELOPMENT AND                     been used primarily for specialized
OPERATIONAL RISKS                   applications on the desktop. Our future
                                    success will depend, in large part, on the
                                    development of specialized programming
                                    languages geared to facilitate Internet
                                    based applications with a particular
                                    emphasis on wide spread commercial use in a
                                    server based environment. In addition, rapid
                                    technological change, dynamic demands and
                                    frequent introductions of new products and
                                    product enhancements characterize the market
                                    for our services. Customer requirements for
                                    services can change rapidly as a result of
                                    innovations and changes within the computer
                                    hardware and software industries and the
                                    customers' vertical markets, the
                                    introductions of new products and
                                    technologies and the emergence, evolution or
                                    widespread adoption of industry standards.
                                    The actual or anticipated introduction of
                                    new services can render existing services
                                    obsolete or unmarketable or result in delays
                                    in the purchase of such services. Delays in
                                    the development or adoption of new standards
                                    or protocols required to handle increased
                                    levels of Internet activity and increased
                                    governmental regulation or taxation of
                                    Internet commerce may restrict the growth of
                                    the Internet. Capacity constraints within
                                    our systems could result in: (1) system
                                    disruptions; (2) inaccessibility of our
                                    network; (3) long response times; (4)
                                    impaired quality; and (5) loss of important
                                    reporting data.

                                             Our future success will depend in
                                    large part on our ability to improve our
                                    current services and to develop and market
                                    new services that address these changing
                                    markets and market requirements on a timely
                                    basis. We will be required to add additional
                                    software and hardware and further develop
                                    and upgrade our existing technology,
                                    transaction-processing capability and
                                    network infrastructure to accommodate
                                    increased traffic over our supported
                                    networks due to increased auction volumes as
                                    we expand our business. Any inability to do
                                    so may cause system disruptions, slower
                                    response times and degradation in auction
                                    service levels. There can be no assurance
                                    that we will be able to upgrade our systems
                                    as necessary in a timely manner or to
                                    integrate smoothly any newly developed or
                                    purchased upgrades or enhancements to our
                                    current systems or that the necessary
                                    infrastructure or complementary products and
                                    services are not developed. Any inability to
                                    do so could have a material adverse effect
                                    on our business, prospects, financial
                                    condition, and results of operation.

WE DEPEND UPON THE                           The vast majority of our revenues
MARKET'S ACCEPTANCE OF              will be derived from the implementation of
OUR PACKAGED                        packaged applications around the perishable
APPLICATIONS                        commodity auction process. Our success will
                                    depend on the acceptance of financial
                                    services and settlement services application
                                    software and services by the market, as well
                                    as our ability to enhance our products and
                                    services to meet the evolving needs of
                                    customers on a timely basis. While we
                                    believe that the commodity auction
                                    marketplace will embrace the advent of
                                    integrated financial services and settlement
                                    software applications and, further, that we
                                    will be able to develop these products
                                    efficiently (and through our recently
                                    established business relationship with ABN
                                    AMRO), there can be no assurance that the
                                    perishable commodity auction marketplace and
                                    the business to business electronic

                                       4
<PAGE>

                                    commerce marketplace will continue to exist,
                                    of the market's acceptance of our solutions,
                                    or our ability to meet customers' needs.

OUR INDUSTRY FACES INTENSE                   The e-commerce business-to-business
COMPETITION                         market is highly competitive, is rapidly
                                    changing, and is significantly affected by
                                    new product introductions and geographical
                                    regional market growth. Barriers to entry
                                    into this market are relatively low and we
                                    expect that competition will intensify in
                                    the future. Specific factors upon which we
                                    compete include, but are not limited to,
                                    functionality of our applications and
                                    services, technological sophistication, ease
                                    of use, timing for implementation, quality
                                    of support and services, price and breadth
                                    of experience. We believe that we will
                                    compete favorably on all of these
                                    competitive factors. However, there remains
                                    significant risk that competitive forces may
                                    effect our ability to compete and generate
                                    revenue. Some of our potential competitors,
                                    as well as a number of potential new
                                    competitors, have longer operating
                                    histories, greater brand name recognition,
                                    larger customer bases and significantly
                                    greater financial, technical and marketing
                                    resources than we do.

                                    Our competitors to include:


                                        o   in the fish commodity space,
                                            Fishmonger, Gofish, French Fish and
                                            OES;

                                        o   in the flower commodities space,
                                            WCOL, American Clock and OES; and

                                        o   in the fruits and vegetables
                                            commodities space, WCOL and OES.

                                    Such competition could result in reduced
                                    margins, lower growth or loss of market
                                    share, any of which could have a material
                                    adverse effect on our business, results of
                                    operations and financial condition.

OUR PAST AND FUTURE                          We intend to engage in selective
ACQUISITIONS  MAY NOT               acquisitions of perishable commodity
PROVE  SUCCESSFUL                   businesses in the future, which may include
                                    software vendors, auction houses and
                                    information technology service companies.
                                    There can be no assurance, however, that we
                                    will be successful in identifying, financing
                                    and completing any acquisitions. Moreover,
                                    there can be no assurance that we will
                                    successfully integrate any of the acquired
                                    businesses into our operations, including
                                    our recent acquisitions of Schelfhout and
                                    Kwatrobox N.V., and, if and when completed,
                                    our intended purchase of I-Three, which is
                                    the subject of a letter of intent. Any
                                    acquired business may not achieve desired
                                    levels of revenue, profitability or
                                    productivity or otherwise perform as
                                    expected. In addition, growth through
                                    acquisition of existing companies involves
                                    risks such as diversion of management's
                                    attention, difficulties in the integration
                                    of acquired operations, difficulties in
                                    retaining personnel, increased off-limits
                                    conflicts, assumption of liabilities not
                                    known at the time of acquisition and tax and
                                    accounting issues, some or all of which
                                    could have a material adverse effect on our
                                    business, results of operations and
                                    financial condition. The success of our
                                    proposed plan of operation depends to a
                                    great extent on the operations, financial
                                    condition and management of Schelfhout and
                                    other acquired or to be acquired companies
                                    or business operations. While business
                                    combinations with entities having
                                    established operation histories are
                                    preferred, there are no assurances that we
                                    will be successful in locating candidates
                                    meeting such criteria. In the event that we
                                    complete business combinations, the success
                                    of our operations will depend on the
                                    management of the acquired companies and
                                    numerous other factors.

                                       5
<PAGE>

                                             Currently, although we have entered
                                    into a letter of intent with I-Three in
                                    contemplation of acquiring additional
                                    service and operational capabilities, this
                                    letter of intent is a mere statement of
                                    intention and is non-binding. Consummation
                                    of any proposed acquisition remains subject
                                    to: (i) entry into a definitive purchase
                                    agreement acceptable to all parties; (ii)
                                    our satisfaction with our investigation of
                                    the business and affairs of the other party
                                    to any proposed acquisition; and (iii) the
                                    approval of the proposed acquisition by the
                                    shareholders of the other party to any
                                    proposed acquisition. Accordingly, there can
                                    be no assurance that the proposed
                                    acquisition will be completed. If the
                                    proposed acquisition does not occur, your
                                    investment in our securities may not retain
                                    any value and you may not be able to sell
                                    such securities.

WE MAY BE UNABLE TO                          Any future growth may place a
HANDLE GROWTH OF OUR                significant strain on our managerial,
COMPANY                             operational and financial resources. To
                                    manage our growth, we will be required to
                                    implement and improve our managerial
                                    controls and procedures and operational and
                                    financial systems. In addition, our success
                                    will depend on our ability to hire and
                                    retain qualified personnel and to train,
                                    integrate and manage our workforce,
                                    particularly our technical support,
                                    advertising, sales and business development
                                    staff. Locating and retaining qualified
                                    personnel in our business is extremely
                                    competitive. We expect to hire a significant
                                    number of new employees in the foreseeable
                                    future. We can give no assurances that we
                                    have adequately allowed for the costs and
                                    risks associated with our proposed expansion
                                    or that our systems, procedures or controls
                                    will be adequate to support our operations,
                                    or that our management will be able to
                                    successfully offer and expand our services.
                                    We can also give no assurances that we will
                                    be able to successfully locate, train and
                                    integrate personnel into our workforce. If
                                    we are unable to manage our growth
                                    effectively, our business, results of
                                    operations and financial condition will
                                    likely be materially adversely affected.

WE MAY NOT BE ABLE TO                        Our success depends, in part, upon
PROTECT OUR INTELLECTUAL            the protection of proprietary rights in our
PROPERTY RIGHTS                     products, technology and trade secrets. We
                                    rely on a combination of patent, copyright,
                                    and trademark laws, confidentiality
                                    procedures and licensing arrangements to
                                    protect our proprietary rights. There can be
                                    no assurance, however, that the
                                    confidentiality and license agreements on
                                    which we rely to protect our trade secrets
                                    and proprietary technology will be adequate.
                                    Further, the laws of certain countries in
                                    which we do business, do not protect our
                                    proprietary rights to the same extent as the
                                    laws of the United States. Legal protections
                                    of our proprietary rights may be ineffective
                                    in such countries. Policing unauthorized use
                                    of our products is difficult, and litigation
                                    to defend and enforce our intellectual
                                    property rights could result in substantial
                                    costs and diversion of resources. Despite
                                    our efforts to safeguard and maintain our
                                    proprietary rights both in the United States
                                    and abroad, there can be no assurance that
                                    we will be successful in doing so, or that
                                    the steps taken by us in this regard will be
                                    adequate to deter misappropriation or
                                    independent third party development of our
                                    technology or to prevent an unauthorized
                                    third party from copying or otherwise
                                    obtaining and using our products or
                                    technology. Any failure in the protection of
                                    our proprietary rights could have a material
                                    adverse effect on our business, financial
                                    condition and results of operations.

                                             As the number of industry-specific
                                    packaged application and service vendors in
                                    the industry increases and the functionality
                                    of these products further overlaps, software
                                    development and services companies

                                       6
<PAGE>

                                    like ours may increasingly become subject to
                                    claims of infringement or misappropriation
                                    of the intellectual property rights of
                                    others. There can be no assurance that third
                                    parties will not assert infringement or
                                    misappropriation claims against us in the
                                    future with respect to current or future
                                    products. Any claims or litigation, with or
                                    without merit, could be time-consuming,
                                    result in costly litigation, diversion of
                                    management's attention and cause product
                                    shipment delays or require us to enter into
                                    royalty or licensing arrangements. Such
                                    royalty or licensing arrangements, if
                                    required, may not be available on terms
                                    acceptable to us, if at all, which could
                                    have a material adverse effect on the our
                                    business, financial condition and results of
                                    operations. Adverse determinations in such
                                    claims or litigation could also have a
                                    material adverse effect on our business,
                                    financial condition and results of
                                    operations.

OUR SUCCESS DEPENDS ON                       The continued services of our
OUR ABILITY TO ATTRACT              founders and other key personnel are deemed
AND RETAIN EMPLOYEES                important to our proper operation. The loss
                                    of the services of one or more of them could
                                    have a material adverse effect on our
                                    business, financial condition, results of
                                    operations and prospects. Except for Messrs.
                                    Daniel McKenzie and David Hackett, the Chief
                                    Executive Officer and Chief Financial
                                    Officer of our Company, respectively, none
                                    of our key management personnel have entered
                                    into employment agreements obligating them
                                    to remain employed by us for any specific
                                    term nor are our key employees party at this
                                    time to nonsolicitation, confidentiality or
                                    noncompetition agreements with us. In
                                    addition, we do not maintain "key man" life
                                    insurance policies on any of our founders or
                                    other key personnel, and we may not be able
                                    to recover from the unexpected loss of any
                                    of their services. If we lose such employees
                                    or other employees leave to work for our
                                    competitors or start their own competing
                                    business, such loss will likely have a
                                    materially adversely affect our business,
                                    results of operations and financial
                                    condition. We will need to continue to
                                    recruit and retain additional members of
                                    senior management to manage anticipated
                                    growth, but there can be no assurance that
                                    we will be able to recruit or retain
                                    additional members of senior management on
                                    terms suitable to us.

FUTURE ISSUANCE OF                           Sales of substantial amounts of the
COMMON STOCK COULD                  common stock in the public market, or the
ADVERSELY AFFECT THE                prospect of these sales, could depress the
MARKET.                             prevailing market price of our common stock
                                    and its ability to raise equity capital in
                                    the future. At November 17, 2000, we had
                                    outstanding 65,745,915 shares of common
                                    stock, as well as options and other equity
                                    and/or debt securities outstanding
                                    exercisable or convertible to purchase up to
                                    an additional 7,388,000 shares of our common
                                    stock, assuming the maximum number of shares
                                    to be issued upon such exercise or
                                    conversion.


THE PRICE OF OUR COMMON                      Of the 65,745,915 shares of our
STOCK MAY BE DEPRESSED              common stock issued and outstanding as of
DUE TO POSSIBLE FUTURE              November 17, 2000, 60,595,915 shares are
SALES UNDER RULE 144 AND            "restricted securities" as defined by Rule
UPON THE EFFECTIVENESS              144 of the Securities Act. Under Rule 144,
OF THIS REGISTRATION                restricted securities which have been
STATEMENT.                          beneficially owned for at least one year may
                                    be sold in brokers' transactions or directly
                                    to market makers, subject to certain
                                    quantity and other limitations. Generally,
                                    once restricted securities are eligible for
                                    sale under Rule 144, a person may sell, in
                                    any three-month period, an amount equal to
                                    the greater of (i) the average weekly
                                    trading volume, if any, of the common stock
                                    during the four calendar weeks preceding the
                                    sale or (ii) 1% of the outstanding shares of
                                    our common stock. Shares beneficially owned
                                    for two years by non-affiliates of our
                                    Company may be sold. A substantial number of
                                    shares of common stock are already available
                                    for sale in the public

                                       7
<PAGE>

                                    market under Rule 144 of the Securities Act
                                    and additional shares may become available
                                    for sale in the near future. Sale of
                                    substantial amounts of such stock could have
                                    a depressive effect on the price of the
                                    common stock in any market which may
                                    develop.

                                             When  this  registration  statement
                                    becomes effective, and assuming the exercise
                                    of these  options,  9,000,000  shares of the
                                    underlying securities will be eligible to be
                                    sold without limitation. (As of November 17,
                                    2000,  there are  currently  only  3,500,000
                                    options  issued  and   outstanding  for  the
                                    underlying securities.) No prediction can be
                                    made as to the effect,  if any, assuming the
                                    exercise  of  these  options  that  sales of
                                    shares of common  stock or the  availability
                                    of such  shares  for sale  will  have on the
                                    market prices  prevailing from time to time.
                                    Nevertheless,     the    possibility    that
                                    substantial  amounts of common  stock may be
                                    sold in the public  market would likely have
                                    a  material  adverse  effect  on  prevailing
                                    market prices for the common stock and could
                                    impair our ability to raise capital  through
                                    the sale of our equity securities.

OUR SECURITIES ARE                           Our  common  stock may be deemed to
SUBJECT TO "PENNY STOCK"            be "penny  stock" as that term is defined in
RULES                               Rule 3a51-1 of the  Securities  and Exchange
                                    Commission. Penny stocks are stocks (i) with
                                    a price of less than $5.00 per  share;  (ii)
                                    that  are  not  traded  on  a   "recognized"
                                    national  exchange;  (iii) whose  prices are
                                    not quoted on the NASDAQ automated quotation
                                    system (NASDAQ-listed stocks must still meet
                                    requirement  (i) above);  or (iv) of issuers
                                    with   net   tangible   assets   less   than
                                    $2,000,000   (if  the  issuer  has  been  in
                                    continuous  operation  for  at  least  three
                                    years)  or  $5,000,000   (if  in  continuous
                                    operation  for less than  three  years),  or
                                    with   average   revenues   of   less   than
                                    $6,000,000 for the last three years. Section
                                    15(g)  of  the  Securities  Exchange  Act of
                                    1934,  as  amended,  and  Rule  15g-2 of the
                                    Securities and Exchange  Commission  require
                                    broker/dealers  dealing  in penny  stocks to
                                    provide potential  investors with a document
                                    disclosing  the risks of penny stocks and to
                                    obtain a manually  signed and dated  written
                                    receipt of the document before effecting any
                                    transaction   in  a  penny   stock  for  the
                                    investor's account.

                                             Moreover,   Rule   15g-9   of   the
                                    Securities and Exchange  Commission requires
                                    broker/dealers  in penny  stocks to  approve
                                    the account of any investor for transactions
                                    in such  stocks  before  selling  any  penny
                                    stock  to  that  investor.   This  procedure
                                    requires  the  broker/dealer  to (i)  obtain
                                    from the investor information concerning his
                                    or  her  financial   situation,   investment
                                    experience and investment  objectives;  (ii)
                                    reasonably   determine,    based   on   that
                                    information,   that  transactions  in  penny
                                    stocks are  suitable  for the  investor  and
                                    that the investor has  sufficient  knowledge
                                    and  experience as to be reasonably  capable
                                    of  evaluating  the  risks  of  penny  stock
                                    transactions;  (iii)  provide  the  investor
                                    with a written  statement  setting forth the
                                    basis on which  the  broker/dealer  made the
                                    determination   in  (ii)  above;   and  (iv)
                                    receive  a  signed  and  dated  copy of such
                                    statement from the investor, confirming that
                                    it   accurately   reflects  the   investor's
                                    financial situation,  investment  experience
                                    and investment  objectives.  Compliance with
                                    these   requirements   may   make   it  more
                                    difficult  for investors in our common stock
                                    to resell their  shares to third  parties or
                                    to otherwise dispose of them.

THERE ARE  LIMITATIONS ON                    Our   bylaws   contain   provisions
THE LIABILITY OF OUR                limiting the  liability of our directors for
DIRECTORS  AND  OFFICERS            monetary   damages  to  the  fullest  extent
                                    permissible   under  Nevada  law.   This  is
                                    intended to eliminate the personal liability
                                    of a  director  for  monetary  damages on an
                                    action  brought  by or in the  right  of our
                                    Company for breach of a director's duties to
                                    us or to our stockholders  except in certain
                                    limited   circumstances.   Our  bylaws  also
                                    contain


                                       8
<PAGE>

                                    provisions  requiring  us to  indemnify  our
                                    directors,  officers,  employees  and agents
                                    serving at our  request,  against  expenses,
                                    judgments  (including  derivative  actions),
                                    fines and amounts paid in  settlement.  This
                                    indemnification  is limited to actions taken
                                    in good faith in the reasonable  belief that
                                    the conduct was lawful and in or not opposed
                                    to the best  interests of our  Company.  The
                                    bylaws  provide for the  indemnification  of
                                    directors  and officers in  connection  with
                                    civil,    criminal,     administrative    or
                                    investigative  proceedings  when  acting  in
                                    their  capacities as agents for our Company.
                                    These  provisions  may reduce the likelihood
                                    of derivative  litigation  against directors
                                    and executive officers and may discourage or
                                    deter  stockholders or management from suing
                                    directors or executive officers for breaches
                                    of their duties to the Company,  even though
                                    such  an  action,   if   successful,   might
                                    otherwise   benefit   the  Company  and  our
                                    stockholders.

                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC.  You may read and copy any document we file at
the SEC's public  reference  rooms in  Washington,  D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
over the Internet at the SEC's Website at "http://www.sec.gov."

         We are filing this  registration  statement with the SEC on Form S-8 to
register the Shares being offered.  This Prospectus is part of the  registration
statement  and,  as  permitted  by the SEC's  rules,  does not  contain  all the
information included in the registration statement. For further information with
respect  to us and our  Common  Stock,  you  should  refer to this  registration
statement  and to the exhibits and schedules  filed as part of the  registration
statement,  as well as the documents we have incorporated by reference which are
discussed below. You can review the documents we have  incorporated by reference
at the public reference facilities maintained by the SEC as described above.

         This Prospectus may contain  summaries of contracts or other documents.
Because they are summaries,  they will not contain all of the  information  that
may be important to you. If you would like complete information about a contract
or  other  document,  you  should  read  the copy  filed  as an  exhibit  to the
registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be a part of this  Prospectus,  and information that we file later
with the SEC, 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,  will  automatically  update or supersede this
information.  We  incorporate  by reference the  documents  listed below and any
future  filings we will make with the SEC under  Sections  13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934:

    1.  Our registration  statement for small business issuers,  as amended,  on
        Form 10-SB/A, filed September 29, 2000;

    2.  Our quarterly  reports on Form 10-QSB for the fiscal  quarters  ended on
        March 31, 2000, June 30, 2000 and September 30, 2000;

    3.  Our current report on Form 8-K filed on November 2, 2000;

    4.  The  description  of our  common  stock  contained  in the  Registration
        Statement on Form 10-SB/A,  filed on September  29, 2000,  including any
        amendment or report filed for the purpose of updating such description.

                                       9
<PAGE>

         You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us at 220 King Street West, Suite 200,  Toronto,  Ontario Canada M5H
1K7, our telephone number is (416) 214-1587, Attention: David Hackett.

                         ------------------------------

       This Prospectus contains certain forward-looking statements which involve
substantial  risks  and  uncertainties.  These  forward-looking  statements  can
generally be identified because the context of the statement includes words such
as "may," "will,"  "expect,"  "anticipate,"  "intend,"  "estimate,"  "continue,"
"believe,"  or other  similar  words.  Similarly,  statements  that describe our
future plans,  objectives  and goals are also  forward-looking  statements.  Our
factual results,  performance or achievements could differ materially from those
expressed or implied in these forward-looking  statements as a result of certain
factors,  including  those  listed  in  "Risk  Factors"  and  elsewhere  in this
Prospectus.

                                 USE OF PROCEEDS

         The Selling  Stockholders are selling all of the Shares covered by this
Prospectus  for their own account.  Accordingly,  we will not receive any of the
proceeds  from the resale of the  Shares.  We have  agreed to bear the  expenses
relating to the registration of the shares, other than brokerage commissions and
expenses, if any, which will be paid by the Selling Stockholders.

                                 DIVIDEND POLICY

         We have never declared or paid cash  dividends on our Common Stock.  We
currently  anticipate  that we will  retain all  available  funds for use in the
operation  of our  business.  As  such,  we do not  anticipate  paying  any cash
dividends on our Common Stock in the foreseeable future.

                              SELLING STOCKHOLDERS

         We  issued  securities  exercisable  for  the  shares  covered  by this
Prospectus to the Selling  Stockholders in connection with the 1999 Stock Option
Plan,  approved by the Board of Directors and  Shareholders of e-Auction  Global
Trading  Inc.  on March 1,  1999,  as  amended  by the  Board of  Directors  and
Shareholders   of  e-Auction   Global  Trading  Inc.  on  March  13,  2000,  and
incorporated herein by reference to the Registrant's  Registration  Statement on
Form 10-SB/A filed on September 29, 2000.

The  following  table  provides  certain   information   regarding  the  selling
stockholders  and the number of shares of our common stock being offered by them
as of the date of this prospectus.

         The information in the table  concerning the Selling  Stockholders  who
may offer Shares hereunder from time to time is based on information provided to
us by such  stockholders,  and assumes  exercise  of the options  which is based
solely on the  assumptions  referenced  in  footnotes  (1),  (2), and (3) to the
table.

          The Selling Stockholders are affiliates of e-Auction Global Inc.
<TABLE>
<CAPTION>
                                      Shares of             Shares of             Shares of Common Stock Owned
Name of Selling Stockholder          Common Stock             Common                  after the Offering (3)
                                    Owned Prior to          Stock to be      ---------------------------------------
                                    Offering(1)(6)            Sold (2)            Number               Percent
---------------------------------- -----------------     ----------------    -----------------     -----------------
<S>                                    <C>                  <C>                  <C>                    <C>
Daniel McKenzie, President and
Chief Executive Officer, and           1,661,987(5)         1,500,000(5)         161,987                9.74 %
Chairman(8)

David Hackett, Chief Financial         1,236,987(4)         1,000,000(4)         236,987                19.1%
Officer
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

<S>        <C>                     <C>                   <C>                            <C>               <C>
Shane Maine(7)                     1,000,000(4)          1,000,000(4)                   0                 0%
                                                                                                   =================
Total
                                   3,898,974             3,500,000               398,974                43.92%
</TABLE>

-----------------

(1)      Assumes the exercise of 1,500,000 options by Dan McKenzie and 1,000,000
         options each by David Hackett and Shane Maine.

(2)      Assumes  that Dan McKenzie  will  exercise  1,500,00  options and David
         Hackett and Shane Maine will each exercise 1,000,000 options.

(3)      Assumes that all of the shares of Common Stock offered  hereby are sold
         and that no other  shares of Common  Stock are sold during the offering
         period.

(4)      Includes 1,000,000 shares of Common Stock issuable upon exercise of the
         Options to each of David Hackett and Shane Maine.

(5)      Includes 1,500,000 shares of Common Stock issuable upon exercise of the
         Options to Dan McKenzie.

(6)      Does not take into account the exercise of any other  options  owned by
         the Selling Shareholders.

(7)      Shane Maine resigned as acting Chief Executive  Officer and director on
         January 17, 2000.

(8)      Dan McKenzie was named Chief Executive Officer on January 17, 2000.


                              PLAN OF DISTRIBUTION

         The shares may be sold or distributed  from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the  selling  stockholders,  directly to one or more  purchasers  (including
pledgees)  or through  brokers,  dealers or  underwriters  who may act solely as
agents or may acquire shares as principals,  at market prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices,  which may be changed. The distribution of the shares
may be effected in one or more of the following methods:

         o        ordinary brokers transactions, which may include long or short
                  sales,

         o        transactions  involving  cross or block trades or otherwise on
                  the  quotation  system  operated  by  the  National  Quotation
                  Bureau, LLC, known as the Pink Sheets, or on one or more other
                  securities  markets and  exchanges,  in  privately  negotiated
                  transactions,

         o        purchases by brokers, dealers or underwriters as principal and
                  resale by such  purchasers for their own accounts  pursuant to
                  this prospectus,

         o        "at  the  market"  to or  through  market  makers  or  into an
                  existing market for the common stock,

         o        in other  ways not  involving  market  makers  or  established
                  trading markets, including direct sales to purchasers or sales
                  effected through agents,

         o        through  transactions in options,  swaps or other  derivatives
                  (whether exchange listed or otherwise), or

         o        any  combination  of the  foregoing,  or by any other  legally
                  available means.

         In  addition,   the  selling   stockholders   may  enter  into  hedging
transactions with  broker-dealers who may engage in short sales of shares in the
course of hedging the positions they assume with the selling  stockholders.  The
selling  stockholders  may also enter  into  option or other  transactions  with
broker-dealers  that require the delivery by such  broker-dealers of the shares,
which shares may be resold thereafter pursuant to this prospectus.

                                       11
<PAGE>

         Brokers,   dealers,   underwriters  or  agents   participating  in  the
distribution  of the shares may receive  compensation  in the form of discounts,
concessions or commissions from the selling  stockholders  and/or the purchasers
of shares for whom such broker-dealers may act as agent or to whom they may sell
as principal,  or both (which compensation as to a particular  broker-dealer may
be in  excess  of  customary  commissions).  The  selling  stockholders  and any
broker-dealers acting in connection with the sale of the shares hereunder may be
deemed to be underwriters  within the meaning of Section 2(11) of the Securities
Act of 1933,  and any  commissions  received by them and any profit  realized by
them  on  the  resale  of  shares  as  principals  may  be  deemed  underwriting
compensation  under  the  Securities  Act of 1933.  Neither  we nor the  selling
stockholders can presently estimate the amount of such compensation.  We know of
no  existing  arrangements  between  the  selling  stockholders  and  any  other
stockholder,  broker,  dealer,  underwriter  or  agent  relating  to the sale or
distribution of the shares.

         We will not receive any proceeds  from the sale of the shares  pursuant
to this  prospectus.  We have agreed to bear the expenses  (other than  broker's
commissions and similar  charges) of the  registration of the shares,  including
legal and accounting fees.

         The selling stockholders may also use Rule 144 under the Securities Act
of 1933 to sell  the  shares  if they  meet  the  criteria  and  conform  to the
requirements of such Rule.

         Offers or sales of the shares  have not been  registered  or  qualified
under the laws of any  country  other than the  United  States.  To comply  with
certain states'  securities  laws, if applicable,  the shares will be offered or
sold in such  jurisdictions  only  through  registered  or  licensed  brokers or
dealers.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  Articles of  Incorporation  of  e-Auction  contain  the  following
provisions which limit the liability of directors:

         Article V
         ---------

         The personal  liability of the directors of the  corporation  is hereby
         eliminated  to  the  fullest  extent   permissible  under  the  General
         Corporation Law of the State of Nevada,  as the same may be amended and
         supplemented.

         Article VI
         ----------

         The corporation  shall, to the fullest extent  permitted by the General
         Corporation Law of the State of Nevada,  as the same may be amended and
         supplemented  (the "Law"),  indemnify any and all persons whom it shall
         have power to  indemnify  under the Law from and against any and all of
         the expenses,  liabilities,  or other matters referred to in or covered
         by the Law. The indemnification provided for herein shall not be deemed
         exclusive  of any  other  rights  to  which  those  indemnified  may be
         entitled  under  any  Bylaw,   agreement,   vote  of   stockholders  or
         disinterested  directors or otherwise,  both as to action in his or her
         official  capacity and as to action in another  capacity  while holding
         such office,  and shall  continue as to a person who has ceased to be a
         director, officer, employee, or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

Section 9 of Article V of e-Auction's By-laws, which reads as follows,  provides
for the indemnification of agents of and the purchase of liability insurance:

         For purposes of this Section 9, "agent"  means any person who is or was
         a director,  officer, employee or other agent of the Corporation, or is
         or  was  serving  at the  request  of the  Corporation  as a  director,
         officer,  employee or agent of another foreign or domestic corporation,
         partnership,  joint  venture,  trust  or  other  enterprise,  or  was a
         director,   officer,  employee  or  agent  of  a  foreign  or  domestic
         corporation  which was a predecessor  corporation of the Corporation or
         of another enterprise at the request of such predecessor corporation of

                                       12
<PAGE>

         the  Corporation  or of  another  enterprise  at the  request  of  such
         predecessor corporation at the time of a proceeding; "proceeding" means
         any  threatened,  pending or completed  action or  proceeding,  whether
         civil,  criminal,   administrative  or  investigative;  and  "expenses"
         includes  without  limitation,  attorneys'  fees  and any  expenses  of
         establishing a right to indemnification under this Section 9.

         The Corporation shall have the power to indemnify any person who was or
         is a party or is threatened to be made a party to any proceeding (other
         than an  action  by or in the  right of the  Corporation  to  procure a
         judgment in its favor) by reason of the fact that such person is or was
         an  agent  of the  Corporation,  against  expenses,  judgments,  fines,
         settlements  and other  amounts  actually  and  reasonably  incurred in
         connection with such  proceedings to the fullest extent permitted under
         the General  Corporation  Law of the State of Nevada,  as amended  from
         time to time.

         The Corporation  maintains  directors and officers liability  insurance
coverage with a $1,000,000 annual aggregate limit of liability provided by Great
American Insurance Companies. The policy insures the Corporation's directors and
officers  against losses arising from certain claims made against such directors
and officers by reason of certain wrongful acts. All of these policies expire on
March 9, 2001.

                                  LEGAL MATTERS

         The validity of the  securities  being offered  hereby was reviewed and
confirmed for us by Parker Chapin, LLP, New York, New York.

                                     EXPERTS

         Our consolidated  financial  statements for the year ended December 31,
1999, and financial  statements for the period from June 2, 1998 to December 31,
1998, have been audited by Dale Matheson  Carr-Hilton,  independent auditors, as
set forth in their  reports,  dated  February  1,  2000 and  December  17,  1999
respectively,  accompanying such financial statements. Dale Matheson Carr-Hilton
has also  reviewed  our  consolidated  financial  statements  (set  forth in our
quarterly  reports dated March 31, 2000 and June 30, 2000 respectively and filed
on October 11,  2000) for the periods of the three  months  ended March 31, 2000
and the six months ended June 30, 2000.

         Our interim financial statements for the period from January 8, 1998 to
June 1, 1998 were audited by David A. Cox,  independent auditor, as set forth in
his report dated June 8, 1998 accompanying such financial statements.

         The combined  financial  statements  for our wholly  owned  subsidiary,
Schelfhout  Computer Systemen NV, have been audited by  Pricewaterhouse  Coopers
Bedrijfsrevisoren  bcvba,  independent  auditors,  as set forth in their reports
dated  July 3,  2000  accompanying  such  financial  statements.  The  financial
statements  audited by the three  independent  auditors are incorporated in this
Prospectus by reference in reliance upon the said reports given on the authority
of the said  firms  as  experts  in  accounting  and  auditing,  to our  Amended
Registration Statement dated and filed on September 29, 2000.

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

Disclosed in Prospectus under "Where You Can Find More Information About Us."

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

                                       13
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Disclosed in Prospectus under same title.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The  following  is a list  of  exhibits  filed  as  part  of  this  Registration
Statement.

Exhibit Number       Exhibit


3.1                 Articles  of  Incorporation,  as  amended,  of  the  Company
                    (incorporated   by   reference   to  Exhibit   2(i)  of  the
                    Registrant's   Amended   Registration   Statement   on  Form
                    10SB-12g/A   filed  on  September  29,  2000:   SEC  file  #
                    000-28741)

3.2                 The Bylaws of the  Company  (incorporated  by  reference  to
                    Exhibit  3(ii)  of  the  Registrant's  Amended  Registration
                    Statement on Form  10SB-12g/A  filed on September  29, 2000:
                    SEC file # 000-28741)

4.1                 Stock Certificate (incorporated by reference to Exhibit 4 of
                    the  Registrant's  Amended  Registration  Statement  on Form
                    10SB-12g/A   filed  on  September  29,  2000:   SEC  file  #
                    000-28741)

5.1                 Opinion of Parker Chapin LLP

23.1                Consent of Dale, Matheson, Carr-Harris

23.2                Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba

23.3                Consent of David A. Cox

23.4                Consent of Parker  Chapin  LLP  (included  in their  opinion
                    filed as Exhibit 5.1)

24.1                Power of Attorney (contained in the signature page)

99.1                e-Auction  Global  Trading  Inc.  1999 Stock  Option Plan as
                    adopted   March  1,  1999,   as  amended   March  13,   2000
                    (incorporated   by  reference  to  Exhibit   6(iii)  of  the
                    Registrant's   Amended   Registration   Statement   on  Form
                    10SB-12g/A   filed  on  September  29,  2000:   SEC  file  #
                    000-28741)


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  this   Registration
                  Statement:

                                       14
<PAGE>

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act"),

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;
                           and

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

provided,  however, that clauses (a)(1)(i) and (a)(1)(ii) shall 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  Exchange  Act that  are  incorporated  by
reference into this Registration Statement.

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

(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, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated  by reference into this  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be  permitted  to  directors,  officers or  controlling  persons of the
     Registrant pursuant to the indemnification  provisions summarized in Item 6
     or otherwise,  the  Registrant has been advised that, in the opinion of the
     SEC,  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.

(d)  The undersigned Registrant hereby undertakes to submit the e-Auction Global
     Trading Inc.  1999 Stock Option Plan as adopted  March 1, 1999,  as amended
     March 13, 2000, and any amendment  thereto to the Internal  Revenue Service
     ("IRS") in a timely  manner  and make all  changes  required  by the IRS in
     order to qualify the plan.

                                       15
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act, 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 Toronto, Province of Ontario on November 17, 2000.

                                                   E-AUCTION GLOBAL TRADING INC.

                                                    By:/s/ David W.A. Hackett
                                                       ------------------------
                                                        David W.A. Hackett
                                                        Chief Financial Officer

                                POWER OF ATTORNEY

         The undersigned directors and officers of e-Auction Global Trading Inc.
hereby  constitute  and appoint Dan McKenzie and David Hackett and each of them,
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities  indicated below any and all amendments
(including   post-effective   amendments   and   amendments   thereto)  to  this
Registration  Statement  under the Securities Act and to file the same, with all
exhibits thereto and other documents in connection  therewith,  with the SEC and
hereby   ratify   and   confirm   each  and  every  act  and  thing   that  such
attorneys-in-fact,  or any of them, or their  substitutes,  shall lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration  Statement
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.
<TABLE>
<CAPTION>
Signature                    Title                                            Date

<S>                                                                                              <C>
/s/ Dan McKenzie             Chief Executive Officer, President & Director    November 21, 2000
----------------------------
Dan McKenzie


/s/ David W.A. Hackett       Chief Financial Officer                          November 21, 2000
----------------------------
David W.A. Hackett


           *                 Director                                         November 21, 2000
----------------------------
Phillip Lapp


           *                 Director                                         November 21, 2000
----------------------------
Mark F. Milazzo


           *                 Director                                         November 21, 2000
----------------------------
Ken Reid


           *                 Director                                         November 21, 2000
----------------------------
Bart Sonck
</TABLE>

* By: /s/ Dan McKenzie
      ------------------
      Dan McKenzie
      Attorney-in-fact

<PAGE>


                          E-AUCTION GLOBAL TRADING INC.
                                INDEX TO EXHIBITS

Exhibit Number       Exhibit

3.1               Articles  of  Incorporation,   as  amended,   of  the  Company
                  (incorporated by reference to Exhibit 2(i) of the Registrant's
                  Amended  Registration  Statement on Form  10SB-12g/A  filed on
                  September 29, 2000: SEC file # 000-28741)

3.2               The  Bylaws  of the  Company  (incorporated  by  reference  to
                  Exhibit  3(ii)  of  the  Registrant's   Amended   Registration
                  Statement on Form 10SB-12g/A  filed on September 29, 2000: SEC
                  file # 000-28741)

4.1               Stock  Certificate  (incorporated by reference to Exhibit 4 of
                  the  Registrant's  Amended  Registration   Statement  on  Form
                  10SB-12g/A filed on September 29, 2000: SEC file # 000-28741)

5.1               Opinion of Parker Chapin LLP

23.1              Consent of Dale, Matheson, Carr-Harris

23.2              Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba

23.3              Consent of David A. Cox

23.4              Consent of Parker  Chapin LLP (included in their opinion filed
                  as Exhibit 5.1)

24.1              Power of Attorney (contained in the signature page)

99.1              e-Auction  Global  Trading  Inc.  1999  Stock  Option  Plan as
                  adopted March 1, 1999, as amended March 13, 2000 (incorporated
                  by reference  to Exhibit  6(iii) of the  Registrant's  Amended
                  Registration  Statement on Form 10SB-12g/A  filed on September
                  29, 2000: SEC file # 000-28741)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 86682}]
{"company-data": {"conformed-name": "E AUCTION GLOBAL TRADING INC", "cik": "0001102233", "assigned-sic": "7389", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50440", "film-number": "774981"}, "business-address": {"street1": "181  BAY STREET", "street2": "BCE PLACE - STE 3730", "city": "TORONTO ONTARIO CANA", "phone": "4162141587"}, "mail-address": {"street1": "181 BAY STREET BCE PLACE - ST 3730", "street2": "TORONTO ONTARIO", "city": "CANADA M5J2T3"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          E-AUCTION GLOBAL TRADING INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                                  n/a
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         220 KING STREET WEST, SUITE 200
                                TORONTO, ONTARIO
                                 CANADA M5H 1K7
                                 (416) 214-1587
                    (Address of principal executive offices)

                          E-AUCTION GLOBAL TRADING INC.

     1999 STOCK OPTION PLAN (AS AMENDED), AS ADOPTED MARCH 1, 1999, AMENDED
                                 MARCH 13, 2000
                            (Full title of the plan)

                                  DAVID HACKETT
                         220 KING STREET WEST, SUITE 200
                                TORONTO, ONTARIO
                                 CANADA M5H 1K7
                     (Name and address of agent for service)

                                 (416) 214-1587
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Martin Eric Weisberg
                               Parker Chapin, LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6050

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time
to time after this Registration  Statement becomes  effective,  as determined by
market conditions.

|_| If the only  securities  being  registered  on this form are  being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.

|X| If any of the securities  being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.
|_| If this Form is filed to  register  additional  securities  for an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.

                              ---------------------

|_| If this Form is a  post-effective  amendment  filed  pursuant to rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering.

                              ---------------------

|_| If delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box.

                                EXPLANATORY NOTE

                       -----------------------------------

         The Prospectus  filed as part of this  Registration  Statement has been
prepared in  accordance  with the  requirements  of Form S-3 pursuant to General
Instruction  C of Form S-8 and may be used for  reoffers or resales of e-Auction
Global Trading,  Inc.'s common stock to be acquired by the persons named therein
pursuant to e-Auction's Amended and Restated 1999 Stock Option Plan.

                         CALCULATION OF REGISTRATION FEE
--------------------------- -------------- ----------------------- ------------------------ ------------------
Title of securities to be   Amount to be   Proposed maximum        Proposed maximum         Amount of
registered                  registered     offering price per      aggregate offering       registration fee
                            (1)            share                   price
--------------------------- -------------- ----------------------- ------------------------ ------------------
Common Stock, par value     9,000,000      $0.545                  $4,905,000.00            $1,294.92
$0.001 per share            shares (2)
-------------------------------------------------------------------------------------------------------------------
1.  This  registration  statement  covers  shares of Common  Stock of  e-Auction
    Global  Trading Inc. which may be offered or sold pursuant to the 1999 Stock
    Option  Plan,  as adopted  March 1, 1999 and amended  March 13,  2000.  This
    Registration  Statement also relates to an indeterminate number of shares of
    Common  Stock  that may be issued  upon stock  splits,  stock  dividends  or
    similar transactions in accordance with Rule 416.
2.  Represents shares of Common Stock of e-Auction Global Trading Inc. which may
    be offered or sold  pursuant to the 1999 Stock Option Plan, as adopted March
    1, 1999 and amended March 13, 2000.
3.  With respect to awards that have previously been issued under the 1999 Stock
    Option Plan, as adopted March 1, 1999 and amended March 13, 2000, the actual
    offering price has been used to compute the maximum  offering price pursuant
    to Rule  457(h)(1).  For the  remaining  shares of Common Stock of e-Auction
    Global  Trading Inc.  issuable  under the 1999 Stock Option Plan, as adopted
    March 1, 1999 and amended March 13, 2000, for the purpose of calculating the
    registration  fee pursuant to Rule 457(c) of the  Securities Act of 1933, as
    amended, on the basis of the average of the high and low prices per share of
    Common  Stock of e-Auction  Global  Trading Inc. as reported on the National
    Quotation Bureau, LLC, on November 15, 2000.
4.  Calculated  pursuant to Section 6(b) as follows:  proposed maximum aggregate
    offering price multiplied by .000264.
THESE  SECURITIES MAY NOT BE SOLD UNTIL THE  REGISTRATION  STATEMENT  FILED
 WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS  PROSPECTUS IS
 NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SEEKING AN OFFER TO

   BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                           ---------------------------

                                   PROSPECTUS

                        9,000,000 SHARES OF COMMON STOCK
                           (par value $.001 per share)

                          E-AUCTION GLOBAL TRADING INC.

                           ---------------------------

     The  stockholders  of e-Auction,  Inc. listed on page 10 of this Prospectus
are  offering  for sale up to  9,000,000  shares of Common  Stock of the Company
under this  Prospectus.  Those to whom such  Selling  Stockholders  may  pledge,
donate  or  transfer  their  shares  and  other  successors,  may  also use this
prospectus.  The Selling  Stockholders  may offer their shares through public or
private  transactions,  at prevailing market prices, or at privately  negotiated
prices.

     The Selling  Stockholders  will  receive all of the net  proceeds  from the
resale of the shares.  Accordingly,  we will not receive any  proceeds  from the
resale of the  shares.  We have  agreed  to bear the  expenses  relating  to the
registration of the shares,  other than brokerage  commissions and expenses,  if
any, which will be paid by the Selling Stockholders.

       -------------------------------------------------------------------

                OTC Bulletin Board Common Stock symbol: "EAUC.OB"
       -------------------------------------------------------------------

     On November  17, 2000 the closing sale price of our Common Stock on the OTC
Bulletin Board was $0.52.

     Our  executive  offices  are located at 220 King  Street  West,  Suite 200,
Toronto,  Ontario Canada M5H 1K7, our telephone number is (416) 214-1587 and our
website is at www.eauctioninc.com.

THIS INVESTMENT  INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD  CAREFULLY  CONSIDER
THE FACTORS  DESCRIBED  UNDER THE CAPTION "RISK FACTORS"  BEGINNING ON PAGE 3 OF
THIS PROSPECTUS.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE  SECURITIES,  OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             ----------------------

                THE DATE OF THIS PROSPECTUS IS NOVEMBER 17, 2000
-------------------------

                                TABLE OF CONTENTS

Risk Factors................................................................3
Where You Can Find More Information About Us................................9
Incorporation of Certain Documents by Reference.............................9
Use of Proceeds............................................................10
Dividend Policy............................................................10
Selling Stockholders ......................................................10
Plan of Distribution.......................................................11
Indemnification of Officers and Directors..................................12
Legal Matters..............................................................13
Experts ...................................................................13

         UNTIL NOVEMBER 17, 2000 ALL DEALERS THAT EFFECT  TRANSACTIONS  IN THESE
SECURITIES,  WHETHER OR NOT  PARTICIPATING IN THIS OFFERING,  MAY BE REQUIRED TO
DELIVER A PROSPECTUS.  THIS IN ADDITION TO THE DEALER'S  OBLIGATION TO DELIVER A
PROSPECTUS  WHEN  ACTING  AS  UNDERWRITERS  AND WITH  RESPECT  TO  THEIR  UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

         WE HAVE NOT AUTHORIZED  ANY DEALER,  SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT  ANYTHING NOT CONTAINED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY  UNAUTHORIZED  INFORMATION.  THIS  PROSPECTUS  DOES NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY  JURISDICTION  WHERE IT IS UNLAWFUL.  THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF NOVEMBER 17, 2000.

                               PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
information  appearing  elsewhere in this prospectus,  including the information
under "Risk Factors",  and the Consolidated  Financial  Statements and Pro Forma
Financial  Information  and  Notes  incorporated  by  reference  to our  Amended
Registration Statement dated and filed September 29, 2000.

                                ABOUT OUR COMPANY

         e-Auction  Global  Trading Inc. is an e-business  services  provider to
perishable   commodity  markets.   Our  goal  is  to  provide   multi-functional
Internet-enabled, real-time electronic trading systems that integrate financial,
logistics,  information and infrastructure services. Our short term objective is
to  deliver  these  integrated  electronic  trading  systems  in the  perishable
commodities  marketplace.  In the longer term,  we intend to expand our products
and services to electronic  commodity auctions generally.  Through  acquisitions
and additional personnel,  we believe that our current technology can be readily
adapted,  without  substantial  cost or  time,  to  provide  services  to  other
commodity auctions.

         In working  towards these goals,  we have made strategic  acquisitions,
including  the purchase of the  proprietary  internet  auctioning  technology of
Generated  Solutions Ltd. on February 1, 1999 and the  acquisition of Schelfhout
Computer Systemen N.V. on January 10, 2000. Schelfhout is a technology solutions
provider to  perishable  commodity  auction  houses,  having  access to over 150
perishable  commodity auctions in Europe.  More recently,  our purchases include
the acquisition of 100% of the issued and  outstanding  shares of Kwatrobox B.V.
on November 1, 2000, and we have signed a  letter-of-intent  to acquire I-Three,
Inc.

         Through our newly  acquired  wholly-owned  subsidiary,  Schelfhout,  we
intend to leverage  Schelfhout's  existing European market share to launch a new
product  called  "EuroNet  Trading  Portals".  We anticipate  launching  EuroNet
Portals  later this year.  EuroNet  Portals will act as a  pan-European  network
designed  to link  Schelfhout's  existing  standalone  European  systems,  which
currently trade approximately US$7.0 billion in perishable commodities per year.
These EuroNet Portals are intended to become "end-to-end"  solutions,  providing
clients with efficient and centralized  financial  settlement,  foreign exchange
and  credit  services  and,

                                       2
more  importantly,  allowing  individual  buyers to  participate  in the auction
process remotely.  To our knowledge,  no such end-to-end solutions are currently
available to the perishable commodity auction market.

         Our Company was  incorporated in the State of Nevada on January 8, 1998
under  the  name  "Kazari  International  Inc."  Pursuant  to a  share  exchange
agreement  dated  February  26,  1999  among   e-Auction   Global  Trading  Inc.
(Barbados),   QFG  Holdings  Limited  and  us,  the  shareholders  of  e-Auction
(Barbados) completed a reverse-takeover of our Company, at which time we changed
our name to e-Auction Global Trading Inc.

         Our  principal  executive  offices are located at 220 King Street West,
Suite 200,  Toronto,  Ontario  Canada  M5H 1K7.  Our  telephone  number is (416)
214-1587.  We  maintain  websites  at  www.aucxis.com  and   www.schelfhout.com.
Information  contained  on our  websites  does  not  constitute  a part  of this
prospectus.

                                  RISK FACTORS

         AN  INVESTMENT IN THE SHARES  INVOLVES A HIGH DEGREE OF RISK.  THE RISK
FACTORS SET FORTH BELOW AND ELSEWHERE IN THIS  PROSPECTUS ARE NOT INTENDED TO BE
AN EXHAUSTIVE  LIST OF THE GENERAL OR SPECIFIC RISKS  INVOLVED,  BUT TO IDENTIFY
CERTAIN  RISKS THAT ARE NOW  FORESEEN BY  E-AUCTION  GLOBAL  TRADING  INC.  EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER ALL INFORMATION CONTAINED IN THIS
PROSPECTUS  AND SHOULD  GIVE  PARTICULAR  CONSIDERATION  TO THE  FOLLOWING  RISK
FACTORS BEFORE DECIDING TO PURCHASE THE SHARES OFFERED HEREBY.  ADDITIONAL RISKS
AND  UNCERTAINTIES  THAT ARE NOT YET IDENTIFIED OR THAT E-AUCTION GLOBAL TRADING
INC. CURRENTLY  CONSIDERS TO BE IMMATERIAL MAY ALSO MATERIALLY  ADVERSELY AFFECT
E-AUCTION'S BUSINESS AND FINANCIAL CONDITION IN THE FUTURE. ANY OF THE FOLLOWING
RISKS COULD MATERIALLY ADVERSELY AFFECT E-AUCTION'S BUSINESS,  OPERATING RESULTS
AND FINANCIAL CONDITION AND COULD RESULT IN A COMPLETE LOSS OF ANY INVESTMENT IN
E-AUCTION GLOBAL TRADING INC.

                                  RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY          Although the completion of our
AND AN EVOLVING BUSINESS MODEL      acquisition of Schelfhout Computer Systemen
                                    N.V. provides us with more extensive
                                    operating knowledge, we have a limited
                                    operating history under the current business
                                    model upon which we can be evaluated.
                                    Because our business model relies on use of
                                    the Internet, our prospects must also be
                                    considered in light of the risks and
                                    uncertainties encountered by companies that
                                    operate in the new and rapidly evolving
                                    Internet market. There can be no assurance
                                    that we will be successful in addressing the
                                    risks inherent in our business model and the
                                    failure to do so could have a material
                                    adverse effect on our business, operating
                                    results and financial condition.

WE WILL  REQUIRE                             Our lack of operating history and
ADDITIONAL FINANCING TO             the uncertainty of the Internet market make
OPERATE OUR BUSINESS                any prediction of our future results of
                                    operations difficult or impossible.
                                    Nonetheless, our business plan demands that
                                    we incur significant operating expenses in
                                    order to develop and extend our business
                                    model and operations, as well as respond to
                                    unanticipated competitive pressures or take
                                    advantage of unanticipated opportunities,
                                    including acquisitions of complementary
                                    businesses or technologies. Anticipated
                                    rapid growth may also require additional
                                    funds to expand our operations or enlarge
                                    our organization. We do not expect that our
                                    revenue will cover those expenses. As a
                                    result, we intend to raise additional
                                    capital through public or private debt or
                                    the sale of equity and/or debt securities.

                                             We cannot assure you that
                                    additional financing will be available

                                       3
on terms favorable to us, or that additional
                                    financing will be available at all. If
                                    adequate funds are not available or are not
                                    available on acceptable terms, we may not be
                                    able to take advantage of unanticipated
                                    opportunities, develop new technologies or
                                    otherwise respond to unanticipated
                                    competitive pressures, or continue to fund
                                    our operations. Such inability could have a
                                    material adverse effect on our business,
                                    financial condition, results of operations
                                    and prospects.

OUR USE OF THE INTERNET                      Our software products are based on
PRESENTS SYSTEM                     programming languages, which to date have
DEVELOPMENT AND                     been used primarily for specialized
OPERATIONAL RISKS                   applications on the desktop. Our future
                                    success will depend, in large part, on the
                                    development of specialized programming
                                    languages geared to facilitate Internet
                                    based applications with a particular
                                    emphasis on wide spread commercial use in a
                                    server based environment. In addition, rapid
                                    technological change, dynamic demands and
                                    frequent introductions of new products and
                                    product enhancements characterize the market
                                    for our services. Customer requirements for
                                    services can change rapidly as a result of
                                    innovations and changes within the computer
                                    hardware and software industries and the
                                    customers' vertical markets, the
                                    introductions of new products and
                                    technologies and the emergence, evolution or
                                    widespread adoption of industry standards.
                                    The actual or anticipated introduction of
                                    new services can render existing services
                                    obsolete or unmarketable or result in delays
                                    in the purchase of such services. Delays in
                                    the development or adoption of new standards
                                    or protocols required to handle increased
                                    levels of Internet activity and increased
                                    governmental regulation or taxation of
                                    Internet commerce may restrict the growth of
                                    the Internet. Capacity constraints within
                                    our systems could result in: (1) system
                                    disruptions; (2) inaccessibility of our
                                    network; (3) long response times; (4)
                                    impaired quality; and (5) loss of important
                                    reporting data.

                                             Our future success will depend in
                                    large part on our ability to improve our
                                    current services and to develop and market
                                    new services that address these changing
                                    markets and market requirements on a timely
                                    basis. We will be required to add additional
                                    software and hardware and further develop
                                    and upgrade our existing technology,
                                    transaction-processing capability and
                                    network infrastructure to accommodate
                                    increased traffic over our supported
                                    networks due to increased auction volumes as
                                    we expand our business. Any inability to do
                                    so may cause system disruptions, slower
                                    response times and degradation in auction
                                    service levels. There can be no assurance
                                    that we will be able to upgrade our systems
                                    as necessary in a timely manner or to
                                    integrate smoothly any newly developed or
                                    purchased upgrades or enhancements to our
                                    current systems or that the necessary
                                    infrastructure or complementary products and
                                    services are not developed. Any inability to
                                    do so could have a material adverse effect
                                    on our business, prospects, financial
                                    condition, and results of operation.

WE DEPEND UPON THE                           The vast majority of our revenues
MARKET'S ACCEPTANCE OF              will be derived from the implementation of
OUR PACKAGED                        packaged applications around the perishable
APPLICATIONS                        commodity auction process. Our success will
                                    depend on the acceptance of financial
                                    services and settlement services application
                                    software and services by the market, as well
                                    as our ability to enhance our products and
                                    services to meet the evolving needs of
                                    customers on a timely basis. While we
                                    believe that the commodity auction
                                    marketplace will embrace the advent of
                                    integrated financial services and settlement
                                    software applications and, further, that we
                                    will be able to develop these products
                                    efficiently (and through our recently
                                    established business relationship with ABN
                                    AMRO), there can be no assurance that the
                                    perishable commodity auction marketplace and
                                    the business to business electronic

                                       4
commerce marketplace will continue to exist,
                                    of the market's acceptance of our solutions,
                                    or our ability to meet customers' needs.

OUR INDUSTRY FACES INTENSE                   The e-commerce business-to-business
COMPETITION                         market is highly competitive, is rapidly
                                    changing, and is significantly affected by
                                    new product introductions and geographical
                                    regional market growth. Barriers to entry
                                    into this market are relatively low and we
                                    expect that competition will intensify in
                                    the future. Specific factors upon which we
                                    compete include, but are not limited to,
                                    functionality of our applications and
                                    services, technological sophistication, ease
                                    of use, timing for implementation, quality
                                    of support and services, price and breadth
                                    of experience. We believe that we will
                                    compete favorably on all of these
                                    competitive factors. However, there remains
                                    significant risk that competitive forces may
                                    effect our ability to compete and generate
                                    revenue. Some of our potential competitors,
                                    as well as a number of potential new
                                    competitors, have longer operating
                                    histories, greater brand name recognition,
                                    larger customer bases and significantly
                                    greater financial, technical and marketing
                                    resources than we do.

                                    Our competitors to include:

                                        o   in the fish commodity space,
                                            Fishmonger, Gofish, French Fish and
                                            OES;

                                        o   in the flower commodities space,
                                            WCOL, American Clock and OES; and

                                        o   in the fruits and vegetables
                                            commodities space, WCOL and OES.

                                    Such competition could result in reduced
                                    margins, lower growth or loss of market
                                    share, any of which could have a material
                                    adverse effect on our business, results of
                                    operations and financial condition.

OUR PAST AND FUTURE                          We intend to engage in selective
ACQUISITIONS  MAY NOT               acquisitions of perishable commodity
PROVE  SUCCESSFUL                   businesses in the future, which may include
                                    software vendors, auction houses and
                                    information technology service companies.
                                    There can be no assurance, however, that we
                                    will be successful in identifying, financing
                                    and completing any acquisitions. Moreover,
                                    there can be no assurance that we will
                                    successfully integrate any of the acquired
                                    businesses into our operations, including
                                    our recent acquisitions of Schelfhout and
                                    Kwatrobox N.V., and, if and when completed,
                                    our intended purchase of I-Three, which is
                                    the subject of a letter of intent. Any
                                    acquired business may not achieve desired
                                    levels of revenue, profitability or
                                    productivity or otherwise perform as
                                    expected. In addition, growth through
                                    acquisition of existing companies involves
                                    risks such as diversion of management's
                                    attention, difficulties in the integration
                                    of acquired operations, difficulties in
                                    retaining personnel, increased off-limits
                                    conflicts, assumption of liabilities not
                                    known at the time of acquisition and tax and
                                    accounting issues, some or all of which
                                    could have a material adverse effect on our
                                    business, results of operations and
                                    financial condition. The success of our
                                    proposed plan of operation depends to a
                                    great extent on the operations, financial
                                    condition and management of Schelfhout and
                                    other acquired or to be acquired companies
                                    or business operations. While business
                                    combinations with entities having
                                    established operation histories are
                                    preferred, there are no assurances that we
                                    will be successful in locating candidates
                                    meeting such criteria. In the event that we
                                    complete business combinations, the success
                                    of our operations will depend on the
                                    management of the acquired companies and
                                    numerous other factors.

                                       5
Currently, although we have entered
                                    into a letter of intent with I-Three in
                                    contemplation of acquiring additional
                                    service and operational capabilities, this
                                    letter of intent is a mere statement of
                                    intention and is non-binding. Consummation
                                    of any proposed acquisition remains subject
                                    to: (i) entry into a definitive purchase
                                    agreement acceptable to all parties; (ii)
                                    our satisfaction with our investigation of
                                    the business and affairs of the other party
                                    to any proposed acquisition; and (iii) the
                                    approval of the proposed acquisition by the
                                    shareholders of the other party to any
                                    proposed acquisition. Accordingly, there can
                                    be no assurance that the proposed
                                    acquisition will be completed. If the
                                    proposed acquisition does not occur, your
                                    investment in our securities may not retain
                                    any value and you may not be able to sell
                                    such securities.

WE MAY BE UNABLE TO                          Any future growth may place a
HANDLE GROWTH OF OUR                significant strain on our managerial,
COMPANY                             operational and financial resources. To
                                    manage our growth, we will be required to
                                    implement and improve our managerial
                                    controls and procedures and operational and
                                    financial systems. In addition, our success
                                    will depend on our ability to hire and
                                    retain qualified personnel and to train,
                                    integrate and manage our workforce,
                                    particularly our technical support,
                                    advertising, sales and business development
                                    staff. Locating and retaining qualified
                                    personnel in our business is extremely
                                    competitive. We expect to hire a significant
                                    number of new employees in the foreseeable
                                    future. We can give no assurances that we
                                    have adequately allowed for the costs and
                                    risks associated with our proposed expansion
                                    or that our systems, procedures or controls
                                    will be adequate to support our operations,
                                    or that our management will be able to
                                    successfully offer and expand our services.
                                    We can also give no assurances that we will
                                    be able to successfully locate, train and
                                    integrate personnel into our workforce. If
                                    we are unable to manage our growth
                                    effectively, our business, results of
                                    operations and financial condition will
                                    likely be materially adversely affected.

WE MAY NOT BE ABLE TO                        Our success depends, in part, upon
PROTECT OUR INTELLECTUAL            the protection of proprietary rights in our
PROPERTY RIGHTS                     products, technology and trade secrets. We
                                    rely on a combination of patent, copyright,
                                    and trademark laws, confidentiality
                                    procedures and licensing arrangements to
                                    protect our proprietary rights. There can be
                                    no assurance, however, that the
                                    confidentiality and license agreements on
                                    which we rely to protect our trade secrets
                                    and proprietary technology will be adequate.
                                    Further, the laws of certain countries in
                                    which we do business, do not protect our
                                    proprietary rights to the same extent as the
                                    laws of the United States. Legal protections
                                    of our proprietary rights may be ineffective
                                    in such countries. Policing unauthorized use
                                    of our products is difficult, and litigation
                                    to defend and enforce our intellectual
                                    property rights could result in substantial
                                    costs and diversion of resources. Despite
                                    our efforts to safeguard and maintain our
                                    proprietary rights both in the United States
                                    and abroad, there can be no assurance that
                                    we will be successful in doing so, or that
                                    the steps taken by us in this regard will be
                                    adequate to deter misappropriation or
                                    independent third party development of our
                                    technology or to prevent an unauthorized
                                    third party from copying or otherwise
                                    obtaining and using our products or
                                    technology. Any failure in the protection of
                                    our proprietary rights could have a material
                                    adverse effect on our business, financial
                                    condition and results of operations.

                                             As the number of industry-specific
                                    packaged application and service vendors in
                                    the industry increases and the functionality
                                    of these products further overlaps, software
                                    development and services companies

                                       6
like ours may increasingly become subject to
                                    claims of infringement or misappropriation
                                    of the intellectual property rights of
                                    others. There can be no assurance that third
                                    parties will not assert infringement or
                                    misappropriation claims against us in the
                                    future with respect to current or future
                                    products. Any claims or litigation, with or
                                    without merit, could be time-consuming,
                                    result in costly litigation, diversion of
                                    management's attention and cause product
                                    shipment delays or require us to enter into
                                    royalty or licensing arrangements. Such
                                    royalty or licensing arrangements, if
                                    required, may not be available on terms
                                    acceptable to us, if at all, which could
                                    have a material adverse effect on the our
                                    business, financial condition and results of
                                    operations. Adverse determinations in such
                                    claims or litigation could also have a
                                    material adverse effect on our business,
                                    financial condition and results of
                                    operations.

OUR SUCCESS DEPENDS ON                       The continued services of our
OUR ABILITY TO ATTRACT              founders and other key personnel are deemed
AND RETAIN EMPLOYEES                important to our proper operation. The loss
                                    of the services of one or more of them could
                                    have a material adverse effect on our
                                    business, financial condition, results of
                                    operations and prospects. Except for Messrs.
                                    Daniel McKenzie and David Hackett, the Chief
                                    Executive Officer and Chief Financial
                                    Officer of our Company, respectively, none
                                    of our key management personnel have entered
                                    into employment agreements obligating them
                                    to remain employed by us for any specific
                                    term nor are our key employees party at this
                                    time to nonsolicitation, confidentiality or
                                    noncompetition agreements with us. In
                                    addition, we do not maintain "key man" life
                                    insurance policies on any of our founders or
                                    other key personnel, and we may not be able
                                    to recover from the unexpected loss of any
                                    of their services. If we lose such employees
                                    or other employees leave to work for our
                                    competitors or start their own competing
                                    business, such loss will likely have a
                                    materially adversely affect our business,
                                    results of operations and financial
                                    condition. We will need to continue to
                                    recruit and retain additional members of
                                    senior management to manage anticipated
                                    growth, but there can be no assurance that
                                    we will be able to recruit or retain
                                    additional members of senior management on
                                    terms suitable to us.

FUTURE ISSUANCE OF                           Sales of substantial amounts of the
COMMON STOCK COULD                  common stock in the public market, or the
ADVERSELY AFFECT THE                prospect of these sales, could depress the
MARKET.                             prevailing market price of our common stock
                                    and its ability to raise equity capital in
                                    the future. At November 17, 2000, we had
                                    outstanding 65,745,915 shares of common
                                    stock, as well as options and other equity
                                    and/or debt securities outstanding
                                    exercisable or convertible to purchase up to
                                    an additional 7,388,000 shares of our common
                                    stock, assuming the maximum number of shares
                                    to be issued upon such exercise or
                                    conversion.

THE PRICE OF OUR COMMON                      Of the 65,745,915 shares of our
STOCK MAY BE DEPRESSED              common stock issued and outstanding as of
DUE TO POSSIBLE FUTURE              November 17, 2000, 60,595,915 shares are
SALES UNDER RULE 144 AND            "restricted securities" as defined by Rule
UPON THE EFFECTIVENESS              144 of the Securities Act. Under Rule 144,
OF THIS REGISTRATION                restricted securities which have been
STATEMENT.                          beneficially owned for at least one year may
                                    be sold in brokers' transactions or directly
                                    to market makers, subject to certain
                                    quantity and other limitations. Generally,
                                    once restricted securities are eligible for
                                    sale under Rule 144, a person may sell, in
                                    any three-month period, an amount equal to
                                    the greater of (i) the average weekly
                                    trading volume, if any, of the common stock
                                    during the four calendar weeks preceding the
                                    sale or (ii) 1% of the outstanding shares of
                                    our common stock. Shares beneficially owned
                                    for two years by non-affiliates of our
                                    Company may be sold. A substantial number of
                                    shares of common stock are already available
                                    for sale in the public

                                       7
market under Rule 144 of the Securities Act
                                    and additional shares may become available
                                    for sale in the near future. Sale of
                                    substantial amounts of such stock could have
                                    a depressive effect on the price of the
                                    common stock in any market which may
                                    develop.

                                             When  this  registration  statement
                                    becomes effective, and assuming the exercise
                                    of these  options,  9,000,000  shares of the
                                    underlying securities will be eligible to be
                                    sold without limitation. (As of November 17,
                                    2000,  there are  currently  only  3,500,000
                                    options  issued  and   outstanding  for  the
                                    underlying securities.) No prediction can be
                                    made as to the effect,  if any, assuming the
                                    exercise  of  these  options  that  sales of
                                    shares of common  stock or the  availability
                                    of such  shares  for sale  will  have on the
                                    market prices  prevailing from time to time.
                                    Nevertheless,     the    possibility    that
                                    substantial  amounts of common  stock may be
                                    sold in the public  market would likely have
                                    a  material  adverse  effect  on  prevailing
                                    market prices for the common stock and could
                                    impair our ability to raise capital  through
                                    the sale of our equity securities.

OUR SECURITIES ARE                           Our  common  stock may be deemed to
SUBJECT TO "PENNY STOCK"            be "penny  stock" as that term is defined in
RULES                               Rule 3a51-1 of the  Securities  and Exchange
                                    Commission. Penny stocks are stocks (i) with
                                    a price of less than $5.00 per  share;  (ii)
                                    that  are  not  traded  on  a   "recognized"
                                    national  exchange;  (iii) whose  prices are
                                    not quoted on the NASDAQ automated quotation
                                    system (NASDAQ-listed stocks must still meet
                                    requirement  (i) above);  or (iv) of issuers
                                    with   net   tangible   assets   less   than
                                    $2,000,000   (if  the  issuer  has  been  in
                                    continuous  operation  for  at  least  three
                                    years)  or  $5,000,000   (if  in  continuous
                                    operation  for less than  three  years),  or
                                    with   average   revenues   of   less   than
                                    $6,000,000 for the last three years. Section
                                    15(g)  of  the  Securities  Exchange  Act of
                                    1934,  as  amended,  and  Rule  15g-2 of the
                                    Securities and Exchange  Commission  require
                                    broker/dealers  dealing  in penny  stocks to
                                    provide potential  investors with a document
                                    disclosing  the risks of penny stocks and to
                                    obtain a manually  signed and dated  written
                                    receipt of the document before effecting any
                                    transaction   in  a  penny   stock  for  the
                                    investor's account.

                                             Moreover,   Rule   15g-9   of   the
                                    Securities and Exchange  Commission requires
                                    broker/dealers  in penny  stocks to  approve
                                    the account of any investor for transactions
                                    in such  stocks  before  selling  any  penny
                                    stock  to  that  investor.   This  procedure
                                    requires  the  broker/dealer  to (i)  obtain
                                    from the investor information concerning his
                                    or  her  financial   situation,   investment
                                    experience and investment  objectives;  (ii)
                                    reasonably   determine,    based   on   that
                                    information,   that  transactions  in  penny
                                    stocks are  suitable  for the  investor  and
                                    that the investor has  sufficient  knowledge
                                    and  experience as to be reasonably  capable
                                    of  evaluating  the  risks  of  penny  stock
                                    transactions;  (iii)  provide  the  investor
                                    with a written  statement  setting forth the
                                    basis on which  the  broker/dealer  made the
                                    determination   in  (ii)  above;   and  (iv)
                                    receive  a  signed  and  dated  copy of such
                                    statement from the investor, confirming that
                                    it   accurately   reflects  the   investor's
                                    financial situation,  investment  experience
                                    and investment  objectives.  Compliance with
                                    these   requirements   may   make   it  more
                                    difficult  for investors in our common stock
                                    to resell their  shares to third  parties or
                                    to otherwise dispose of them.

THERE ARE  LIMITATIONS ON                    Our   bylaws   contain   provisions
THE LIABILITY OF OUR                limiting the  liability of our directors for
DIRECTORS  AND  OFFICERS            monetary   damages  to  the  fullest  extent
                                    permissible   under  Nevada  law.   This  is
                                    intended to eliminate the personal liability
                                    of a  director  for  monetary  damages on an
                                    action  brought  by or in the  right  of our
                                    Company for breach of a director's duties to
                                    us or to our stockholders  except in certain
                                    limited   circumstances.   Our  bylaws  also
                                    contain

                                       8
provisions  requiring  us to  indemnify  our
                                    directors,  officers,  employees  and agents
                                    serving at our  request,  against  expenses,
                                    judgments  (including  derivative  actions),
                                    fines and amounts paid in  settlement.  This
                                    indemnification  is limited to actions taken
                                    in good faith in the reasonable  belief that
                                    the conduct was lawful and in or not opposed
                                    to the best  interests of our  Company.  The
                                    bylaws  provide for the  indemnification  of
                                    directors  and officers in  connection  with
                                    civil,    criminal,     administrative    or
                                    investigative  proceedings  when  acting  in
                                    their  capacities as agents for our Company.
                                    These  provisions  may reduce the likelihood
                                    of derivative  litigation  against directors
                                    and executive officers and may discourage or
                                    deter  stockholders or management from suing
                                    directors or executive officers for breaches
                                    of their duties to the Company,  even though
                                    such  an  action,   if   successful,   might
                                    otherwise   benefit   the  Company  and  our
                                    stockholders.

                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC.  You may read and copy any document we file at
the SEC's public  reference  rooms in  Washington,  D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
over the Internet at the SEC's Website at "http://www.sec.gov."

         We are filing this  registration  statement with the SEC on Form S-8 to
register the Shares being offered.  This Prospectus is part of the  registration
statement  and,  as  permitted  by the SEC's  rules,  does not  contain  all the
information included in the registration statement. For further information with
respect  to us and our  Common  Stock,  you  should  refer to this  registration
statement  and to the exhibits and schedules  filed as part of the  registration
statement,  as well as the documents we have incorporated by reference which are
discussed below. You can review the documents we have  incorporated by reference
at the public reference facilities maintained by the SEC as described above.

         This Prospectus may contain  summaries of contracts or other documents.
Because they are summaries,  they will not contain all of the  information  that
may be important to you. If you would like complete information about a contract
or  other  document,  you  should  read  the copy  filed  as an  exhibit  to the
registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be a part of this  Prospectus,  and information that we file later
with the SEC, 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,  will  automatically  update or supersede this
information.  We  incorporate  by reference the  documents  listed below and any
future  filings we will make with the SEC under  Sections  13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934:

    1.  Our registration  statement for small business issuers,  as amended,  on
        Form 10-SB/A, filed September 29, 2000;

    2.  Our quarterly  reports on Form 10-QSB for the fiscal  quarters  ended on
        March 31, 2000, June 30, 2000 and September 30, 2000;

    3.  Our current report on Form 8-K filed on November 2, 2000;

    4.  The  description  of our  common  stock  contained  in the  Registration
        Statement on Form 10-SB/A,  filed on September  29, 2000,  including any
        amendment or report filed for the purpose of updating such description.

                                       9
You may  request a copy of these  filings,  at no cost,  by  writing or
telephoning us at 220 King Street West, Suite 200,  Toronto,  Ontario Canada M5H
1K7, our telephone number is (416) 214-1587, Attention: David Hackett.

                         ------------------------------

       This Prospectus contains certain forward-looking statements which involve
substantial  risks  and  uncertainties.  These  forward-looking  statements  can
generally be identified because the context of the statement includes words such
as "may," "will,"  "expect,"  "anticipate,"  "intend,"  "estimate,"  "continue,"
"believe,"  or other  similar  words.  Similarly,  statements  that describe our
future plans,  objectives  and goals are also  forward-looking  statements.  Our
factual results,  performance or achievements could differ materially from those
expressed or implied in these forward-looking  statements as a result of certain
factors,  including  those  listed  in  "Risk  Factors"  and  elsewhere  in this
Prospectus.

                                 USE OF PROCEEDS

         The Selling  Stockholders are selling all of the Shares covered by this
Prospectus  for their own account.  Accordingly,  we will not receive any of the
proceeds  from the resale of the  Shares.  We have  agreed to bear the  expenses
relating to the registration of the shares, other than brokerage commissions and
expenses, if any, which will be paid by the Selling Stockholders.

                                 DIVIDEND POLICY

         We have never declared or paid cash  dividends on our Common Stock.  We
currently  anticipate  that we will  retain all  available  funds for use in the
operation  of our  business.  As  such,  we do not  anticipate  paying  any cash
dividends on our Common Stock in the foreseeable future.

                              SELLING STOCKHOLDERS

         We  issued  securities  exercisable  for  the  shares  covered  by this
Prospectus to the Selling  Stockholders in connection with the 1999 Stock Option
Plan,  approved by the Board of Directors and  Shareholders of e-Auction  Global
Trading  Inc.  on March 1,  1999,  as  amended  by the  Board of  Directors  and
Shareholders   of  e-Auction   Global  Trading  Inc.  on  March  13,  2000,  and
incorporated herein by reference to the Registrant's  Registration  Statement on
Form 10-SB/A filed on September 29, 2000.

The  following  table  provides  certain   information   regarding  the  selling
stockholders  and the number of shares of our common stock being offered by them
as of the date of this prospectus.

         The information in the table  concerning the Selling  Stockholders  who
may offer Shares hereunder from time to time is based on information provided to
us by such  stockholders,  and assumes  exercise  of the options  which is based
solely on the  assumptions  referenced  in  footnotes  (1),  (2), and (3) to the
table.

          The Selling Stockholders are affiliates of e-Auction Global Inc.
Shares of             Shares of             Shares of Common Stock Owned
Name of Selling Stockholder          Common Stock             Common                  after the Offering (3)
                                    Owned Prior to          Stock to be      ---------------------------------------
                                    Offering(1)(6)            Sold (2)            Number               Percent
---------------------------------- -----------------     ----------------    -----------------     -----------------
Daniel McKenzie, President and
Chief Executive Officer, and           1,661,987(5)         1,500,000(5)         161,987                9.74 %
Chairman(8)

David Hackett, Chief Financial         1,236,987(4)         1,000,000(4)         236,987                19.1%
Officer
10
Shane Maine(7)                     1,000,000(4)          1,000,000(4)                   0                 0%
                                                                                                   =================
Total
                                   3,898,974             3,500,000               398,974                43.92%
-----------------

(1)      Assumes the exercise of 1,500,000 options by Dan McKenzie and 1,000,000
         options each by David Hackett and Shane Maine.

(2)      Assumes  that Dan McKenzie  will  exercise  1,500,00  options and David
         Hackett and Shane Maine will each exercise 1,000,000 options.

(3)      Assumes that all of the shares of Common Stock offered  hereby are sold
         and that no other  shares of Common  Stock are sold during the offering
         period.

(4)      Includes 1,000,000 shares of Common Stock issuable upon exercise of the
         Options to each of David Hackett and Shane Maine.

(5)      Includes 1,500,000 shares of Common Stock issuable upon exercise of the
         Options to Dan McKenzie.

(6)      Does not take into account the exercise of any other  options  owned by
         the Selling Shareholders.

(7)      Shane Maine resigned as acting Chief Executive  Officer and director on
         January 17, 2000.

(8)      Dan McKenzie was named Chief Executive Officer on January 17, 2000.

                              PLAN OF DISTRIBUTION

         The shares may be sold or distributed  from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the  selling  stockholders,  directly to one or more  purchasers  (including
pledgees)  or through  brokers,  dealers or  underwriters  who may act solely as
agents or may acquire shares as principals,  at market prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices,  which may be changed. The distribution of the shares
may be effected in one or more of the following methods:

         o        ordinary brokers transactions, which may include long or short
                  sales,

         o        transactions  involving  cross or block trades or otherwise on
                  the  quotation  system  operated  by  the  National  Quotation
                  Bureau, LLC, known as the Pink Sheets, or on one or more other
                  securities  markets and  exchanges,  in  privately  negotiated
                  transactions,

         o        purchases by brokers, dealers or underwriters as principal and
                  resale by such  purchasers for their own accounts  pursuant to
                  this prospectus,

         o        "at  the  market"  to or  through  market  makers  or  into an
                  existing market for the common stock,

         o        in other  ways not  involving  market  makers  or  established
                  trading markets, including direct sales to purchasers or sales
                  effected through agents,

         o        through  transactions in options,  swaps or other  derivatives
                  (whether exchange listed or otherwise), or

         o        any  combination  of the  foregoing,  or by any other  legally
                  available means.

         In  addition,   the  selling   stockholders   may  enter  into  hedging
transactions with  broker-dealers who may engage in short sales of shares in the
course of hedging the positions they assume with the selling  stockholders.  The
selling  stockholders  may also enter  into  option or other  transactions  with
broker-dealers  that require the delivery by such  broker-dealers of the shares,
which shares may be resold thereafter pursuant to this prospectus.

                                       11
Brokers,   dealers,   underwriters  or  agents   participating  in  the
distribution  of the shares may receive  compensation  in the form of discounts,
concessions or commissions from the selling  stockholders  and/or the purchasers
of shares for whom such broker-dealers may act as agent or to whom they may sell
as principal,  or both (which compensation as to a particular  broker-dealer may
be in  excess  of  customary  commissions).  The  selling  stockholders  and any
broker-dealers acting in connection with the sale of the shares hereunder may be
deemed to be underwriters  within the meaning of Section 2(11) of the Securities
Act of 1933,  and any  commissions  received by them and any profit  realized by
them  on  the  resale  of  shares  as  principals  may  be  deemed  underwriting
compensation  under  the  Securities  Act of 1933.  Neither  we nor the  selling
stockholders can presently estimate the amount of such compensation.  We know of
no  existing  arrangements  between  the  selling  stockholders  and  any  other
stockholder,  broker,  dealer,  underwriter  or  agent  relating  to the sale or
distribution of the shares.

         We will not receive any proceeds  from the sale of the shares  pursuant
to this  prospectus.  We have agreed to bear the expenses  (other than  broker's
commissions and similar  charges) of the  registration of the shares,  including
legal and accounting fees.

         The selling stockholders may also use Rule 144 under the Securities Act
of 1933 to sell  the  shares  if they  meet  the  criteria  and  conform  to the
requirements of such Rule.

         Offers or sales of the shares  have not been  registered  or  qualified
under the laws of any  country  other than the  United  States.  To comply  with
certain states'  securities  laws, if applicable,  the shares will be offered or
sold in such  jurisdictions  only  through  registered  or  licensed  brokers or
dealers.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  Articles of  Incorporation  of  e-Auction  contain  the  following
provisions which limit the liability of directors:

         Article V
         ---------

         The personal  liability of the directors of the  corporation  is hereby
         eliminated  to  the  fullest  extent   permissible  under  the  General
         Corporation Law of the State of Nevada,  as the same may be amended and
         supplemented.

         Article VI
         ----------

         The corporation  shall, to the fullest extent  permitted by the General
         Corporation Law of the State of Nevada,  as the same may be amended and
         supplemented  (the "Law"),  indemnify any and all persons whom it shall
         have power to  indemnify  under the Law from and against any and all of
         the expenses,  liabilities,  or other matters referred to in or covered
         by the Law. The indemnification provided for herein shall not be deemed
         exclusive  of any  other  rights  to  which  those  indemnified  may be
         entitled  under  any  Bylaw,   agreement,   vote  of   stockholders  or
         disinterested  directors or otherwise,  both as to action in his or her
         official  capacity and as to action in another  capacity  while holding
         such office,  and shall  continue as to a person who has ceased to be a
         director, officer, employee, or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

Section 9 of Article V of e-Auction's By-laws, which reads as follows,  provides
for the indemnification of agents of and the purchase of liability insurance:

         For purposes of this Section 9, "agent"  means any person who is or was
         a director,  officer, employee or other agent of the Corporation, or is
         or  was  serving  at the  request  of the  Corporation  as a  director,
         officer,  employee or agent of another foreign or domestic corporation,
         partnership,  joint  venture,  trust  or  other  enterprise,  or  was a
         director,   officer,  employee  or  agent  of  a  foreign  or  domestic
         corporation  which was a predecessor  corporation of the Corporation or
         of another enterprise at the request of such predecessor corporation of

                                       12
the  Corporation  or of  another  enterprise  at the  request  of  such
         predecessor corporation at the time of a proceeding; "proceeding" means
         any  threatened,  pending or completed  action or  proceeding,  whether
         civil,  criminal,   administrative  or  investigative;  and  "expenses"
         includes  without  limitation,  attorneys'  fees  and any  expenses  of
         establishing a right to indemnification under this Section 9.

         The Corporation shall have the power to indemnify any person who was or
         is a party or is threatened to be made a party to any proceeding (other
         than an  action  by or in the  right of the  Corporation  to  procure a
         judgment in its favor) by reason of the fact that such person is or was
         an  agent  of the  Corporation,  against  expenses,  judgments,  fines,
         settlements  and other  amounts  actually  and  reasonably  incurred in
         connection with such  proceedings to the fullest extent permitted under
         the General  Corporation  Law of the State of Nevada,  as amended  from
         time to time.

         The Corporation  maintains  directors and officers liability  insurance
coverage with a $1,000,000 annual aggregate limit of liability provided by Great
American Insurance Companies. The policy insures the Corporation's directors and
officers  against losses arising from certain claims made against such directors
and officers by reason of certain wrongful acts. All of these policies expire on
March 9, 2001.

                                  LEGAL MATTERS

         The validity of the  securities  being offered  hereby was reviewed and
confirmed for us by Parker Chapin, LLP, New York, New York.

                                     EXPERTS

         Our consolidated  financial  statements for the year ended December 31,
1999, and financial  statements for the period from June 2, 1998 to December 31,
1998, have been audited by Dale Matheson  Carr-Hilton,  independent auditors, as
set forth in their  reports,  dated  February  1,  2000 and  December  17,  1999
respectively,  accompanying such financial statements. Dale Matheson Carr-Hilton
has also  reviewed  our  consolidated  financial  statements  (set  forth in our
quarterly  reports dated March 31, 2000 and June 30, 2000 respectively and filed
on October 11,  2000) for the periods of the three  months  ended March 31, 2000
and the six months ended June 30, 2000.

         Our interim financial statements for the period from January 8, 1998 to
June 1, 1998 were audited by David A. Cox,  independent auditor, as set forth in
his report dated June 8, 1998 accompanying such financial statements.

         The combined  financial  statements  for our wholly  owned  subsidiary,
Schelfhout  Computer Systemen NV, have been audited by  Pricewaterhouse  Coopers
Bedrijfsrevisoren  bcvba,  independent  auditors,  as set forth in their reports
dated  July 3,  2000  accompanying  such  financial  statements.  The  financial
statements  audited by the three  independent  auditors are incorporated in this
Prospectus by reference in reliance upon the said reports given on the authority
of the said  firms  as  experts  in  accounting  and  auditing,  to our  Amended
Registration Statement dated and filed on September 29, 2000.

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

Disclosed in Prospectus under "Where You Can Find More Information About Us."

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

                                       13
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Disclosed in Prospectus under same title.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The  following  is a list  of  exhibits  filed  as  part  of  this  Registration
Statement.

Exhibit Number       Exhibit

3.1                 Articles  of  Incorporation,  as  amended,  of  the  Company
                    (incorporated   by   reference   to  Exhibit   2(i)  of  the
                    Registrant's   Amended   Registration   Statement   on  Form
                    10SB-12g/A   filed  on  September  29,  2000:   SEC  file  #
                    000-28741)

3.2                 The Bylaws of the  Company  (incorporated  by  reference  to
                    Exhibit  3(ii)  of  the  Registrant's  Amended  Registration
                    Statement on Form  10SB-12g/A  filed on September  29, 2000:
                    SEC file # 000-28741)

4.1                 Stock Certificate (incorporated by reference to Exhibit 4 of
                    the  Registrant's  Amended  Registration  Statement  on Form
                    10SB-12g/A   filed  on  September  29,  2000:   SEC  file  #
                    000-28741)

5.1                 Opinion of Parker Chapin LLP

23.1                Consent of Dale, Matheson, Carr-Harris

23.2                Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba

23.3                Consent of David A. Cox

23.4                Consent of Parker  Chapin  LLP  (included  in their  opinion
                    filed as Exhibit 5.1)

24.1                Power of Attorney (contained in the signature page)

99.1                e-Auction  Global  Trading  Inc.  1999 Stock  Option Plan as
                    adopted   March  1,  1999,   as  amended   March  13,   2000
                    (incorporated   by  reference  to  Exhibit   6(iii)  of  the
                    Registrant's   Amended   Registration   Statement   on  Form
                    10SB-12g/A   filed  on  September  29,  2000:   SEC  file  #
                    000-28741)

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  this   Registration
                  Statement:

                                       14
(i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act"),

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;
                           and

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

provided,  however, that clauses (a)(1)(i) and (a)(1)(ii) shall 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  Exchange  Act that  are  incorporated  by
reference into this Registration Statement.

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

(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, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated  by reference into this  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be  permitted  to  directors,  officers or  controlling  persons of the
     Registrant pursuant to the indemnification  provisions summarized in Item 6
     or otherwise,  the  Registrant has been advised that, in the opinion of the
     SEC,  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.

(d)  The undersigned Registrant hereby undertakes to submit the e-Auction Global
     Trading Inc.  1999 Stock Option Plan as adopted  March 1, 1999,  as amended
     March 13, 2000, and any amendment  thereto to the Internal  Revenue Service
     ("IRS") in a timely  manner  and make all  changes  required  by the IRS in
     order to qualify the plan.

                                       15
SIGNATURES

Pursuant to the  requirements  of the Securities  Act, 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 Toronto, Province of Ontario on November 17, 2000.

                                                   E-AUCTION GLOBAL TRADING INC.

                                                    By:/s/ David W.A. Hackett
                                                       ------------------------
                                                        David W.A. Hackett
                                                        Chief Financial Officer

                                POWER OF ATTORNEY

         The undersigned directors and officers of e-Auction Global Trading Inc.
hereby  constitute  and appoint Dan McKenzie and David Hackett and each of them,
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities  indicated below any and all amendments
(including   post-effective   amendments   and   amendments   thereto)  to  this
Registration  Statement  under the Securities Act and to file the same, with all
exhibits thereto and other documents in connection  therewith,  with the SEC and
hereby   ratify   and   confirm   each  and  every  act  and  thing   that  such
attorneys-in-fact,  or any of them, or their  substitutes,  shall lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration  Statement
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.
Signature                    Title                                            Date
/s/ Dan McKenzie             Chief Executive Officer, President & Director    November 21, 2000
----------------------------
Dan McKenzie

/s/ David W.A. Hackett       Chief Financial Officer                          November 21, 2000
----------------------------
David W.A. Hackett

           *                 Director                                         November 21, 2000
----------------------------
Phillip Lapp

           *                 Director                                         November 21, 2000
----------------------------
Mark F. Milazzo

           *                 Director                                         November 21, 2000
----------------------------
Ken Reid

           *                 Director                                         November 21, 2000
----------------------------
Bart Sonck
* By: /s/ Dan McKenzie
      ------------------
      Dan McKenzie
      Attorney-in-fact
E-AUCTION GLOBAL TRADING INC.
                                INDEX TO EXHIBITS

Exhibit Number       Exhibit

3.1               Articles  of  Incorporation,   as  amended,   of  the  Company
                  (incorporated by reference to Exhibit 2(i) of the Registrant's
                  Amended  Registration  Statement on Form  10SB-12g/A  filed on
                  September 29, 2000: SEC file # 000-28741)

3.2               The  Bylaws  of the  Company  (incorporated  by  reference  to
                  Exhibit  3(ii)  of  the  Registrant's   Amended   Registration
                  Statement on Form 10SB-12g/A  filed on September 29, 2000: SEC
                  file # 000-28741)

4.1               Stock  Certificate  (incorporated by reference to Exhibit 4 of
                  the  Registrant's  Amended  Registration   Statement  on  Form
                  10SB-12g/A filed on September 29, 2000: SEC file # 000-28741)

5.1               Opinion of Parker Chapin LLP

23.1              Consent of Dale, Matheson, Carr-Harris

23.2              Consent of PricewaterhouseCoopers Bedrijfsrevisoren bcvba

23.3              Consent of David A. Cox

23.4              Consent of Parker  Chapin LLP (included in their opinion filed
                  as Exhibit 5.1)

24.1              Power of Attorney (contained in the signature page)

99.1              e-Auction  Global  Trading  Inc.  1999  Stock  Option  Plan as
                  adopted March 1, 1999, as amended March 13, 2000 (incorporated
                  by reference  to Exhibit  6(iii) of the  Registrant's  Amended
                  Registration  Statement on Form 10SB-12g/A  filed on September
                  29, 2000: SEC file # 000-28741)