content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on November 10, 1999
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                ---------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                                ---------------------
  
                           AUSTIN FUNDING.COM CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
  <TABLE>
  <S>                                                <C>
                    NEVADA                                       74-2923677
  (State or other jurisdiction of incorporation)     (IRS Employer Identification No.)
  
  823 CONGRESS AVENUE, SUITE 515, AUSTIN, TEXAS                     78701
   (Address of principal executive offices)                       (Zip Code)
  </TABLE>
  
  
                           AUSTIN FUNDING.COM CORPORATION
                        1999 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the plan)
  
  
                                Jack A. Selman, Esq.
                                 Selman & Munson, PC
                           111 Congress Avenue, Suite 1000
                                 Austin, Texas 78701
                       (Name and address of agent for service)
  
                     Office: (512) 505-5955; FAX: (512) 505-5956
            (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===========================================================================================================================
                                       AMOUNT TO BE        PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
      TITLE OF SECURITIES TO BE         REGISTERED     OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
             REGISTERED
  ---------------------------------------------------------------------------------------------------------------------------
  <S>                                 <C>              <C>                       <C>                       <C>
  Common Stock, par value $0.01
  per share                             2,000,000               $1.00                   $2,000,000               $600
  ===========================================================================================================================
  </TABLE>
  
  *        Estimated in accordance with Rule 457(h), solely for the purpose of
           calculating the registration fee. Based upon the exercise price at
           which such outstanding options to purchase shares of the common stock
           under the options may be exercised.
  
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
           The document(s) containing the information specified in Part I of Form
  S-8 will be sent or given to participants in the Austin Funding.com Corporation
  1999 Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
  promulgated by the Securities and Exchange Commission (the "Commission") under
  the Securities Act of 1933, as amended (the "Securities Act").
  
           Such document(s) are not being filed with the Commission, but
  constitute (along with the documents incorporated by reference into the
  Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
  meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.           Incorporation of Documents by Reference.
  
           The following documents previously filed by Austin Funding.com
  Corporation (the "Company" or the "Registrant") with the Commission are hereby
  incorporated by reference in this Registration Statement:
  
                    (a) the Registrant's Registration Statement on Form 10-SB (the
                    "Registration Statement") (File No. 000-26815) filed with the
                    Commission on July 23, 1999 and all amendments or reports
                    filed for the purpose of updating such description;
  
                    (b) all other reports filed by the Company pursuant to Section
                    12 or 15(d) of the Exchange Act since the end of the fiscal
                    year covered by Registration Statement referred to above;
  
                    (c) the description of the common stock, par value $0.01 per
                    share, of the Registrant contained in Registration Statement
                    and all amendments or reports filed for the purpose of
                    updating such description.
  
           All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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,
  shall be deemed incorporated by reference into this Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be
  
  
                                         2
  <PAGE>   3
  
  incorporated, by reference herein or therein shall be deemed to be modified or
  superseded for purposes of this Registration Statement and the Prospectus to the
  extent that a statement contained herein or therein or in any other subsequently
  filed document which also is, or is deemed to be, incorporated by reference
  herein or therein modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement and the Prospectus.
  
           The Company shall furnish without charge to each person to whom the
  Prospectus is delivered, on the written or oral request of such person, a copy
  of any or all of the documents incorporated by reference, other than exhibits to
  such documents (unless such exhibits are specifically incorporated by reference
  to the information that is incorporated). Requests should be directed to Glenn
  A. LaPointe, President, Austin Funding.com Corporation, 823 Congress Avenue,
  Suite 515, Austin, Texas 78701, telephone number (512) 481-8000.
  
           All information appearing in this Registration Statement and the
  Prospectus is qualified in its entirety by the detailed information, including
  financial statements, appearing in the documents incorporated herein or therein
  by reference.
  
  Item 4.           Description of Securities.
  
           Not applicable.
  
  Item 5.           Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.           Indemnification of Directors and Officers.
  
           The Bylaws provide for indemnification of the directors and officers of
  the Company to the fullest extent permitted by applicable state law, as then in
  effect. The indemnification rights conferred by the Bylaws are not exclusive of
  any other right to which a person seeking indemnification may otherwise be
  entitled. The Company may purchase liability insurance for the directors and
  officers for certain losses arising from claims or charges made against them
  while acting in their capacities as directors or officers. The SEC has taken the
  position that the provisions discussed in this section do not eliminate the
  monetary liability of directors or officers under the Federal securities laws.
  
           The Articles of the Company waive the personal liability of a director
  or officer for damages for breach of fiduciary duty except for (i) acts or
  omissions which involve intentional misconduct, fraud or a knowing violation of
  law, or (ii) the payment of distributions in violation of Section 78.300 of the
  Nevada General Corporation Law ("NGCL"), which concerns the unlawful payment of
  distributions to stockholders.
  
  
                                         3
  <PAGE>   4
  
  
           While the Articles provide directors and officers with protection from
  awards for monetary damages for breaches of their duty of care, they do not
  eliminate such duty. Accordingly, the Articles will have no effect on the
  availability of equitable remedies such as an injunction or rescission based on
  a director's or officer's breach of his or her duty of care.
  
           The Company does not currently carry insurance insuring the directors
  and officers of the Company against losses for any actual or alleged error or
  misstatement or misleading statement or act or omission or neglect or breach of
  duty by the directors and officers in the discharge of their duties.
  
  Item 7.           Exemption from Registration Claimed.
  
           The Company has relied upon Section 4(2) of the Securities Act and Rule
  701 promulgated thereunder with respect to restricted securities to be reoffered
  or resold pursuant to this Registration Statement.
  
  Item 8.           Exhibits.
  
  <TABLE>
  <CAPTION>
  Regulation                                                                              Reference to Prior
  SB Exhibit                                                                            Filing or Exhibit Number
    Number        Document                                                                  Attached Hereto
  ----------      -------                                                               ------------------------
  <S>             <C>                                                                <C>
  4               Austin Funding.com Corporation 1999 Stock Option and Incentive     1999 Stock Option and Incentive
                  Plan, form of Incentive Stock Option Agreement and form of         Plan was filed as part of the
                  Non-Qualified Stock Option Agreement                               Registration Statement on Form
                                                                                     10-SB filed by the Company as
                                                                                     amended (File No. 000-26815), and
                                                                                     incorporated herein by reference.
  
                                                                                     Form of Incentive Stock Option
                                                                                     Agreement and Form of Non-Qualified
                                                                                     Stock Option Agreement are attached
                                                                                     as Exhibit 4.
  
  5               Opinion of Selman & Munson, P.C.                                   Attached as Exhibit 5
  
  15              Letter of Sprouse & Winn L.L.P. regarding unaudited interim        Attached as Exhibit 15
                  financial statement information
  
  23.1            Consent of Selman & Munson, P.C.                                   Attached as Exhibit 23.1
  
  23.2            Consent of Sprouse & Winn, L.L.P.                                  Attached as Exhibit 23.2
  
  24              Power of Attorney                                                  Contained on Signature Page
  </TABLE>
  
  
                                         4
  <PAGE>   5
  
  
  
  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:
  
                             (i) To include any prospectus required by section
                             10(a)(3) of the Securities Act;
  
                             (ii) To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the Registration Statement;
  
                             (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the Registration Statement or any
                             material change to such information in the
                             Registration Statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the Registration Statement is on Form S-3 or Form S-8, and
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Registrant pursuant to section 13 or section 15(d) of the Securities
           Exchange Act of 1934 that are incorporated by reference in the
           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.
  
                    (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 Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the Registration Statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
  
                                         5
  <PAGE>   6
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Commission such indemnification is against public policy as expressed
           in the Act and is, therefore, unenforceable. In the event that a claim
           for indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceeding) is asserted by such 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.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing on Form S-8 and the Registrant has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized in the City of Austin, State of Texas, on November 10, 1999.
  
                                          AUSTIN FUNDING.COM CORPORATION
  
  
  
  
                                          By: /s/ GLENN A. LAPOINTE
                                              ------------------------------------
                                              Glenn A. LaPointe, President
                                              (Duly Authorized Representative)
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Glenn A. LaPointe, his true and lawful
  attorney-in-fact and agents, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and all other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorney-in-fact and agents full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all said attorney-in-fact and agents or their
  substitutes or substitute may lawfully do or cause to be done by virtue hereof.
  
  
                                         6
  <PAGE>   7
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  
  
  <TABLE>
  <CAPTION>
  Signature                                Title                                                    Date
  ---------                                -----                                                    ----
  <S>                                      <C>                                                      <C>
  /s/ GLENN A. LAPOINTE                    President, Chairman of the Board, Executive Officer
  ------------------------------           and Director (Principal Executive Officer)                11/10/99
  Glenn A. LaPointe
  
  /s/ TERRY G. HARTNETT
  ------------------------------           Chief Financial Officer and Director                      11/10/99
  Terry G. Hartnett
  
  /s/ BRADLEY J. FARLEY
  ------------------------------           Director                                                  11/10/99
  Bradley J. Farley
  
  /s/ GLENN G. FARLEY
  ------------------------------           Director                                                  11/10/99
  Glenn G. Farley
  
  /s/ L. H. HARDY, JR.
  ------------------------------           Director                                                  11/10/99
  L. H. Hardy, Jr.
  
  /s/ SHANNON D. STEWART
  ------------------------------           Officer and Director                                      11/10/99
  Shannon D. Stewart
  
  /s/ KAREN R. HELLER
  ------------------------------           Officer and Director                                      11/10/99
  Karen R. Heller
  
  /s/ JENNIFER ANN V. BULLOCK
  ------------------------------           Officer and Director                                      11/10/99
  Jennifer Ann V. Bullock
  </TABLE>
  
  
                                         7
  <PAGE>   8
  
  
  
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                             --------------------------
  
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
  
                             --------------------------
  
  
                           AUSTIN FUNDING.COM CORPORATION
  
  
  ================================================================================
  
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number          Description
  ------          -----------
  <S>             <C>
  4               Austin Funding.com Corporation 1999 Stock Option and Incentive
                  Plan, form of Incentive Stock Option Agreement and form of
                  Non-Qualified Stock Option Agreement
  
  5               Opinion of Selman & Munson, P.C.
  
  15              Letter of Sprouse & Winn, L.L.P. regarding unaudited interim
                  financial statement information
  
  23.1            Consent of Selman & Munson, P.C.
  
  23.2            Consent of Sprouse & Winn, L.L.P.
  
  24              Power of Attorney
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21158}]
metadata_filer: {"company-data": {"conformed-name": "AUSTIN FUNDING COM CORP", "cik": "0001091645", "assigned-sic": "6770", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90721", "film-number": "99746294"}, "business-address": {"street1": "823 CONGRESS AVENUE SUITE 515", "city": "AUSTIN", "state": "TX", "zip": "78701", "phone": "5124818000"}, "mail-address": {"street1": "823 CONGRESS AVENUE SUITE 515", "city": "AUSTIN", "state": "TX", "zip": "78701"}}
text: 1
  
      As filed with the Securities and Exchange Commission on November 10, 1999
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                ---------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                                ---------------------
  
                           AUSTIN FUNDING.COM CORPORATION
               (Exact name of registrant as specified in its charter)
  NEVADA                                       74-2923677
  (State or other jurisdiction of incorporation)     (IRS Employer Identification No.)
  
  823 CONGRESS AVENUE, SUITE 515, AUSTIN, TEXAS                     78701
   (Address of principal executive offices)                       (Zip Code)
  AUSTIN FUNDING.COM CORPORATION
                        1999 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the plan)
  
                                Jack A. Selman, Esq.
                                 Selman & Munson, PC
                           111 Congress Avenue, Suite 1000
                                 Austin, Texas 78701
                       (Name and address of agent for service)
  
                     Office: (512) 505-5955; FAX: (512) 505-5956
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ===========================================================================================================================
                                       AMOUNT TO BE        PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
      TITLE OF SECURITIES TO BE         REGISTERED     OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
             REGISTERED
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01
  per share                             2,000,000               $1.00                   $2,000,000               $600
  ===========================================================================================================================
  *        Estimated in accordance with Rule 457(h), solely for the purpose of
           calculating the registration fee. Based upon the exercise price at
           which such outstanding options to purchase shares of the common stock
           under the options may be exercised.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The document(s) containing the information specified in Part I of Form
  S-8 will be sent or given to participants in the Austin Funding.com Corporation
  1999 Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
  promulgated by the Securities and Exchange Commission (the "Commission") under
  the Securities Act of 1933, as amended (the "Securities Act").
  
           Such document(s) are not being filed with the Commission, but
  constitute (along with the documents incorporated by reference into the
  Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
  meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.           Incorporation of Documents by Reference.
  
           The following documents previously filed by Austin Funding.com
  Corporation (the "Company" or the "Registrant") with the Commission are hereby
  incorporated by reference in this Registration Statement:
  
                    (a) the Registrant's Registration Statement on Form 10-SB (the
                    "Registration Statement") (File No. 000-26815) filed with the
                    Commission on July 23, 1999 and all amendments or reports
                    filed for the purpose of updating such description;
  
                    (b) all other reports filed by the Company pursuant to Section
                    12 or 15(d) of the Exchange Act since the end of the fiscal
                    year covered by Registration Statement referred to above;
  
                    (c) the description of the common stock, par value $0.01 per
                    share, of the Registrant contained in Registration Statement
                    and all amendments or reports filed for the purpose of
                    updating such description.
  
           All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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,
  shall be deemed incorporated by reference into this Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be
  
                                         2
  3
  
  incorporated, by reference herein or therein shall be deemed to be modified or
  superseded for purposes of this Registration Statement and the Prospectus to the
  extent that a statement contained herein or therein or in any other subsequently
  filed document which also is, or is deemed to be, incorporated by reference
  herein or therein modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement and the Prospectus.
  
           The Company shall furnish without charge to each person to whom the
  Prospectus is delivered, on the written or oral request of such person, a copy
  of any or all of the documents incorporated by reference, other than exhibits to
  such documents (unless such exhibits are specifically incorporated by reference
  to the information that is incorporated). Requests should be directed to Glenn
  A. LaPointe, President, Austin Funding.com Corporation, 823 Congress Avenue,
  Suite 515, Austin, Texas 78701, telephone number (512) 481-8000.
  
           All information appearing in this Registration Statement and the
  Prospectus is qualified in its entirety by the detailed information, including
  financial statements, appearing in the documents incorporated herein or therein
  by reference.
  
  Item 4.           Description of Securities.
  
           Not applicable.
  
  Item 5.           Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.           Indemnification of Directors and Officers.
  
           The Bylaws provide for indemnification of the directors and officers of
  the Company to the fullest extent permitted by applicable state law, as then in
  effect. The indemnification rights conferred by the Bylaws are not exclusive of
  any other right to which a person seeking indemnification may otherwise be
  entitled. The Company may purchase liability insurance for the directors and
  officers for certain losses arising from claims or charges made against them
  while acting in their capacities as directors or officers. The SEC has taken the
  position that the provisions discussed in this section do not eliminate the
  monetary liability of directors or officers under the Federal securities laws.
  
           The Articles of the Company waive the personal liability of a director
  or officer for damages for breach of fiduciary duty except for (i) acts or
  omissions which involve intentional misconduct, fraud or a knowing violation of
  law, or (ii) the payment of distributions in violation of Section 78.300 of the
  Nevada General Corporation Law ("NGCL"), which concerns the unlawful payment of
  distributions to stockholders.
  
                                         3
  4
  
           While the Articles provide directors and officers with protection from
  awards for monetary damages for breaches of their duty of care, they do not
  eliminate such duty. Accordingly, the Articles will have no effect on the
  availability of equitable remedies such as an injunction or rescission based on
  a director's or officer's breach of his or her duty of care.
  
           The Company does not currently carry insurance insuring the directors
  and officers of the Company against losses for any actual or alleged error or
  misstatement or misleading statement or act or omission or neglect or breach of
  duty by the directors and officers in the discharge of their duties.
  
  Item 7.           Exemption from Registration Claimed.
  
           The Company has relied upon Section 4(2) of the Securities Act and Rule
  701 promulgated thereunder with respect to restricted securities to be reoffered
  or resold pursuant to this Registration Statement.
  
  Item 8.           Exhibits.
  Regulation                                                                              Reference to Prior
  SB Exhibit                                                                            Filing or Exhibit Number
    Number        Document                                                                  Attached Hereto
  ----------      -------                                                               ------------------------
  4               Austin Funding.com Corporation 1999 Stock Option and Incentive     1999 Stock Option and Incentive
                  Plan, form of Incentive Stock Option Agreement and form of         Plan was filed as part of the
                  Non-Qualified Stock Option Agreement                               Registration Statement on Form
                                                                                     10-SB filed by the Company as
                                                                                     amended (File No. 000-26815), and
                                                                                     incorporated herein by reference.
  
                                                                                     Form of Incentive Stock Option
                                                                                     Agreement and Form of Non-Qualified
                                                                                     Stock Option Agreement are attached
                                                                                     as Exhibit 4.
  
  5               Opinion of Selman & Munson, P.C.                                   Attached as Exhibit 5
  
  15              Letter of Sprouse & Winn L.L.P. regarding unaudited interim        Attached as Exhibit 15
                  financial statement information
  
  23.1            Consent of Selman & Munson, P.C.                                   Attached as Exhibit 23.1
  
  23.2            Consent of Sprouse & Winn, L.L.P.                                  Attached as Exhibit 23.2
  
  24              Power of Attorney                                                  Contained on Signature Page
  4
  5
  
  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:
  
                             (i) To include any prospectus required by section
                             10(a)(3) of the Securities Act;
  
                             (ii) To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the Registration Statement;
  
                             (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the Registration Statement or any
                             material change to such information in the
                             Registration Statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the Registration Statement is on Form S-3 or Form S-8, and
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Registrant pursuant to section 13 or section 15(d) of the Securities
           Exchange Act of 1934 that are incorporated by reference in the
           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.
  
                    (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 Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the Registration Statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time shall
           be deemed to be the initial bona fide offering thereof.
  
                                         5
  6
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Commission such indemnification is against public policy as expressed
           in the Act and is, therefore, unenforceable. In the event that a claim
           for indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceeding) is asserted by such 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.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing on Form S-8 and the Registrant has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized in the City of Austin, State of Texas, on November 10, 1999.
  
                                          AUSTIN FUNDING.COM CORPORATION
  
                                          By: /s/ GLENN A. LAPOINTE
                                              ------------------------------------
                                              Glenn A. LaPointe, President
                                              (Duly Authorized Representative)
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Glenn A. LaPointe, his true and lawful
  attorney-in-fact and agents, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto, and all other
  documents in connection therewith, with the Securities and Exchange Commission,
  granting unto said attorney-in-fact and agents full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all said attorney-in-fact and agents or their
  substitutes or substitute may lawfully do or cause to be done by virtue hereof.
  
                                         6
  7
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the date indicated.
  Signature                                Title                                                    Date
  ---------                                -----                                                    ----
  /s/ GLENN A. LAPOINTE                    President, Chairman of the Board, Executive Officer
  ------------------------------           and Director (Principal Executive Officer)                11/10/99
  Glenn A. LaPointe
  
  /s/ TERRY G. HARTNETT
  ------------------------------           Chief Financial Officer and Director                      11/10/99
  Terry G. Hartnett
  
  /s/ BRADLEY J. FARLEY
  ------------------------------           Director                                                  11/10/99
  Bradley J. Farley
  
  /s/ GLENN G. FARLEY
  ------------------------------           Director                                                  11/10/99
  Glenn G. Farley
  
  /s/ L. H. HARDY, JR.
  ------------------------------           Director                                                  11/10/99
  L. H. Hardy, Jr.
  
  /s/ SHANNON D. STEWART
  ------------------------------           Officer and Director                                      11/10/99
  Shannon D. Stewart
  
  /s/ KAREN R. HELLER
  ------------------------------           Officer and Director                                      11/10/99
  Karen R. Heller
  
  /s/ JENNIFER ANN V. BULLOCK
  ------------------------------           Officer and Director                                      11/10/99
  Jennifer Ann V. Bullock
  7
  8
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                           AUSTIN FUNDING.COM CORPORATION
  
  ================================================================================
  9
  
                                    EXHIBIT INDEX
  Exhibit
  Number          Description
  ------          -----------
  4               Austin Funding.com Corporation 1999 Stock Option and Incentive
                  Plan, form of Incentive Stock Option Agreement and form of
                  Non-Qualified Stock Option Agreement
  
  5               Opinion of Selman & Munson, P.C.
  
  15              Letter of Sprouse & Winn, L.L.P. regarding unaudited interim
                  financial statement information
  
  23.1            Consent of Selman & Munson, P.C.
  
  23.2            Consent of Sprouse & Winn, L.L.P.
  
  24              Power of Attorney