AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
REGISTRATION NO. 333-
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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.
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|_| 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
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Common Stock, par value 9,000,000 $0.545 $4,905,000.00 $1,294.92
$0.001 per share shares (2)
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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.
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OTC Bulletin Board Common Stock symbol: "EAUC.OB"
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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.
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THE DATE OF THIS PROSPECTUS IS NOVEMBER 17, 2000
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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,
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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)