As filed with the Securities and Exchange Commission on August 15, 2000

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

etravelserve.com, Inc.
----------------------
(name of small business issuer in its charter)

Nevada 36-3051776
------ ----------
(State of jurisdiction (I.R.S. Employer
or incorporation Identification No.)
or organization)

22191 Powerline Road, Bay 22C
Boca Raton, Florida 33433
-------------------------
(Address of Principal Executive Office)

etravelserve.com, Inc.
Year 2000 Stock Award and Option Plan
-------------------------------------
(Full Title of the Plan)

Paul R. Johnson
etravelserve.com, Inc.
22191 Powerline Road, Bay 22C
Boca Raton, Florida 33433
-------------------------
(561) 832-2700
--------------
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Maximum
----------------------------
Title of Each Class of Amount Offering Aggregate
Securities to be to be Price Per Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
- - ---------------------- --------------- --------- --------- ----------------

Common Stock (1) 4,000,000 $0.1275 $510,000 $127.50

Total Registration Fee $127.50

- - -------
(1)This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the etravelserve.com, Inc. - Year 2000 Stock
Award and Option Plan, as amended, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of common stock.

(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
maximum offering price per share and in the aggregate, and the registration fee,
were calculated based upon the average of the bid and ask prices of
etravelserve.com., Inc.'s common stock on August 8, 2000, as reported on the OTC
Bulletin Board.

EXPLANATORY NOTE

eTravelserve.com, Inc. ("Company," "we" or "us") has prepared this
Amendment No. 1 to Registration Statement (the "Registration Statement") in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register an additional 4,000,000 shares of
our common stock, which will be awarded to eligible persons under our Year 2000
Stock Award and Option Plan, as amended ("Plan").

INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE

A registration statement on Form S-8 (File No. 333-39552) was filed
with the Securities and Exchange Commission ("SEC") on June 19, 2000 covering
the registration of 10,000,000 shares initially authorized for issuance under
the Company's Year 2000 Stock Award and Option Plan. Pursuant to General
Instruction E of Form S-8 and Rule 429, this Registration Statement is being
filed to register an additional 4,000,000 shares pursuant to the Year 2000 Stock
Award and Option Plan, as amended (the "Plan"). This Registration Statement
should also be considered a post-effective amendment to the prior registration
statement. The contents of the prior registration statement are incorporated
herein by reference.

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 8. EXHIBITS.
- - ------- ---------

5.1 Opinion of English, McCaughan & O'Bryan, P.A. as to the
legality of securities being registered.

10.1 etravelservecom, Inc. - Amendment No. 1 to Year 2000 Stock
Award and Option Plan.

23.1 Consent of Cross & Robinson, Certified Public Accountants.

23.2 Consent of English, McCaughan & O'Bryan, P.A. (contained in
Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1993, as amended,
the Company 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
Amendment No. 1 to Registration Statement of Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Ft. Lauderdale,
State of Florida, on this 9th day of August, 2000.

etravelserve.com, Inc.

By: /s/ Paul R. Johnson
---------------------
Paul R. Johnson, President
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933 as amended,
this Amendment No. 1 to Registration Statement on Form S-8 (the "Registration
Statement") has been signed by the following person in the capacities and on the
dates indicated.

Signature Title Date
- - --------- ----- ----

/s/ Paul R. Johnson President and Director August 15, 2000
- - ------------------- (Principal Executive Officer
Paul R. Johnson And Financial Officer)

EXHIBIT INDEX

Exhibit Description
- - ------- -----------

5.1 Opinion of English, McCaughan & O'Bryan, P.A.

10.1 etravelserve.com, Inc. - Amendment No. 1 to Year 2000 Stock
Award and Option Plan

23.1 Consent of Cross and Robinson, Certified Public Accountants.

23.2 Consent of English, McCaughan & O'Bryan, P.A.
(contained in Exhibit 5.1)