S-8

As filed with the Securities and Exchange Commission on February 19, 2015
	Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EFUTURE INFORMATION TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Cayman Islands	7371	Not Applicable
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

8F Topnew Tower

15 Guanghua Road

Chaoyang District

Beijing 100026, People's Republic of China

86-10-51650988

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

eFuture Information Technology Inc. 2013 Share Incentive Plan

(Full Title of the Plan)

Computershare	Copies to:
350 Indiana St.	Barry Genkin, Esq.
Suite 750 Golden	Blank Rome LLP
CO. 80401	One Logan Sq, 130 N 18th St
001 303 262 0630	Philadelphia, PA 19103-6998

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer [    ]	Accelerated filer [    ]
Non-accelerated filer (Do not check if a smaller reporting company) [X]	Smaller reporting company  [   ]

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary shares, par value $0.0756 per share, issuable under 2013 Share Incentive Plan	387,454	$4.01	$ 1,553,690.54	$181
Total	387,454	--	$1,553,690.54	$181

______________________

(1)

Represents shares of common stock that may be issued pursuant to the eFuture Information Technology Inc. 2013 Share Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plans.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act. The proposed maximum aggregate offering price is based upon the average of the high and low sale prices of eFuture Information Technology Inc. common stock as reported by the Nasdaq Stock Market LLC on January 30, 2014.

EXPLANATORY NOTE

eFuture Information Technology Inc. (“eFuture”) has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register issuance of certain shares pursuant to the eFuture Information Technology Inc. 2013 Share Incentive Plan. This registration statement contains information required in the registration statement under Part II of Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

The following documents, which have been filed by eFuture Information Technology Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:

a.

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on April 30, 2014 (File No. 147-99489) and the exhibits therein.

b.

The description of the Registrant’s Ordinary Shares contained in the Registration Statements on Form 8-A, filed with the Commission on October 26, 2006 (which incorporates such description of the Ordinary Shares from the Registrant’s Registration Statement on Form F-1 (File No. 333-126007) filed with the Commission on September 29, 2006, which description is also hereby incorporated by reference) and any further amendment or report filed hereafter for the purpose of updating such description.

c. All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and 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 to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) 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.

Item 4.      Description of Securities.

Not Applicable.

Item 5.      Interests of Named Experts and Counsel.

Not applicable.

Item 6.      Indemnification of Directors and Officers.

Cayman Islands law and Article 141 of the Registrant’s amended and restated articles of association provide that the Registrant may indemnify its directors and officers acting in relation to any of its affairs against any liability incurred by them by reason of any act done or omitted in the execution of their duty in their capacities as such, except if they acted in a willfully negligent manner or defaulted in any action against them.

The Registrant has entered into indemnification agreements with each of its directors and officers under which the Registrant indemnifies them to the fullest extent permitted by Cayman Islands law, its articles of association and other applicable law, from and against all expenses and liabilities arising from any proceeding to which the indemnitee is or was a party, except expenses and liabilities, if any, incurred or sustained by or through the indemnitee’s own intentional misconduct. Upon the written request by a director or officer, the Registrant will, within 10 business days after receipt of the request, advance funds for the payment of expenses.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.      Exemption from Registration Claimed.

Not Applicable.

Item 8.      Exhibits.

Exhibit	Description
4.1	eFuture Information Technology Inc. 2013 Share Incentive Plan [incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 6-K filed on November 20, 2013]
5.1	Opinion of Campbells*
23.1	Consent of Grant Thornton*
23.3	Consent of Campbells (included in Exhibit 5.1)*
24.1	Power of Attorney (included on the Signature Page to this Registration Statement)*

____________________

*filed herewith

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 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 the undertakings set forth in paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in 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.

(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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in 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 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 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Beijing, China, on February 19, 2015.

EFUTURE INFORMATION TECHNOLOGY INC.

By: /s/ Adam Yan               

Adam Yan

Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Adam Yan and Yu Ping, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact 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 or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Adam Yan
Adam Yan	Chairman and Chief Executive Officer	February 19, 2015
/s/ Ming Zhu
Ming Zhu	Director	February 19, 2015
/s/ John Dai
John Dai	Director	February 19, 2015
/s/ Weiquan Ren
Weiquan Ren	Director	February 19, 2015
/s/ Yu Ping
Yu Ping	Director/Chief Financial Officer	February 19, 2015

Authorized Representative

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this registration statement in the City of Midlothian, State of Virginia, on February 19, 2015.

Ming Zhu

By: /s/ Ming Zhu

Ming Zhu

Authorized Representative in the United States

EXHIBIT INDEX

Exhibit	Description
4.1	eFuture Information Technology Inc. 2013 Share Incentive Plan [incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 6-K filed on November 20, 2013]
5.1	Opinion of Campbells*
23.1	Consent of Grant Thornton*
23.3	Consent of Campbells (included in Exhibit 5.1)*
24.1	Power of Attorney (included on the Signature Page to this Registration Statement)*

____________________

*filed herewith

EX-5.1

Exhibit 5.1

	Floor 4, Willow House, Cricket Square PO Box 884 Grand Cayman KY1-1103 Cayman Islands
eFuture Information Technology Inc. 8F Topnew Tower 15 Guanghua Road Chaoyang District Beijing 100026	D +1 345 914 5870 T +1 345 949 2648 F +1 345 949 8613 E rlaws@campbellslegal.com
People's Republic of China
	campbellslegal.com
13 February 2015	Our Ref: RML/10778-13547 Your Ref:
	______________
	CAYMAN | BVI

Dear Sirs

EFUTURE INFORMATION TECHNOLOGY, INC.

We are Cayman Islands counsel for eFuture Information Technology, Inc., a Cayman Islands corporation (the “Company”), in connection with the registration of a total of 387,454 shares of the Company’s ordinary shares issuable under the Company’s 2013 Share Incentive Plan following a resolution passed by the shareholders of the Company on 9 January 2014 and on a Registration Statement on Form S-8 (“Registration Statement”), following a resolution passed by the compensation committee (being a sub-committee established by the board of directors of the Company)  on 25 December 2014, as to which this opinion is a part, to be filed with the Securities and Exchange Commission (the “Commission”).

In connection with rendering our opinion as set forth below, we have reviewed and examined the following:

(a) Copy Certificate of Incorporation of the Company as issued by the Cayman Islands Registrar of Companies on 2 November, 2000 (“Certificate of Incorporation”) and copy Certificate of Incorporation on Change of Name as issued by the Cayman Islands Registrar of Companies on 5 May, 2009 (“Certificate on Change of Name”).

(b) Copy Memorandum of Association and Articles of Association of the Company as adopted by the Company by a special resolution of the shareholders on the 20th day of August 2005 as amended by special resolution passed at a meeting of shareholders held on 4 December 2009 (“Memorandum and Articles”).

(c) Copy of the minutes containing the written deliberations and resolutions of the Board of Directors of the Company dated 15 August 2013 (“Board Minutes”).

(d) Copy of the written resolutions of the compensation committee dated 25 December 2014 (“Compensation Committee Resolutions”);

(e) Copy of minutes of meeting of shareholders of the Company dated 9 January 2014 (“Shareholder Minutes”).

(f) The Registration Statement to be filed with the Commission on 17 February 2015 a copy of which has been received electronically on 13 February 2015.

(g) Copy Certificate of Good Standing for the Company issued on 9 February 2015.

(h) Copy of a Certificate of a director of the Company dated 13 February 2015, a copy of which is attached hereto.

(i) Certificate of incumbency issued by Offshore Incorporations (Cayman) Limited dated 30 January 2015.

(j) Such other documents and laws as we consider necessary as a basis for giving this opinion.

The Registration Statement and the exhibits to the Registration Statement are referred to below as the “Documents”.

The following opinion is given only as to matters of Cayman Islands law and we express no opinion with respect to any matters governed by or construed in accordance with the laws of any jurisdiction other than the Cayman Islands.  We have assumed that there is nothing under any law (other than the laws of the Cayman Islands) which would affect or vary the following opinion.  Specifically, we have made no independent investigation of the laws of the United States of America generally and the Commonwealth of Virginia specifically and we offer no opinion in relation thereto.  We offer no opinion in relation to any representation or warranty given by any party to the Documents save as specifically hereinafter set forth.  This opinion is strictly limited to the matters stated in it, does not apply by implication to other matters, and only relates to (1) those circumstances or facts specifically stated herein and (2) the laws of the Cayman Islands, as they respectively exist at the date hereof.

In giving this opinion we have assumed, without independent verification:

(a) the genuineness of all signatures and seals, the authenticity of all documents submitted to us as originals, the conformity of all copy documents or the forms of documents provided to us to their originals or, as the case may be, to the final form of the originals and that any markings showing revisions or amendments to documents are correct and complete;

(b) that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject matter which they propose to record and that all factual statements therein contained are true and correct and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such copy minutes or resolutions were duly passed and are in full force and effect and that the term “administration of the plan” in the Board Minutes includes the authorisation to deal with the transactions set out in this opinion, and that all factual statements made in such resolutions, the Director’s Certificate, the Board Minutes, Compensation Committee Resolutions and the Shareholder Minutes and any other certificates and documents on which we have relied are true and correct (and continue to be true and correct);

2

(c) that the compensation committee is duly authorised and appointed by the full board of directors of the Company (“Board”), the persons signing the Compensation Committee Resolutions are all of the duly appointed members of the compensation committee and duly authorised to deal with the matter of updating and issue of the Registration Statement;

(d) that the statutory registers of directors and officers, and mortgages and charges and the minute book of the Company are true, complete, accurate and up to date;

(e) the accuracy of all representations, warranties and covenants as to factual matters made by the parties to the Documents;

(f) that the Memorandum and Articles adopted on 20 August 2005, as amended by special resolution passed at a meeting of shareholders held on 4 December 2009, remain unamended and in full force and effect;

(g) that the Certificate of Incorporation and Certificate on Change of Name are unchanged and remain in full force and effect; and

(h) that there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations.

Based upon the foregoing and in reliance thereon, it is our opinion that the ordinary shares of the Company will, upon the receipt of full payment, issuance and delivery in accordance with the terms of the offering described in the Registration Statement and registration in the register of members (shareholders) of the Company, be fully and validly authorised, legally issued, fully paid and nonassessable.

The foregoing opinion is subject to the following reservations and qualification:

1. In the event that the Documents are executed in or brought within the jurisdiction of the Cayman Islands (eg for the purposes of enforcement or obtaining payment) stamp duty may be payable.

2. We neither express nor imply any opinion as to any representation or warranty given by the Company in the Documents as to its capability (financial or otherwise) to undertake the obligations assumed by it under the Documents.

3. To maintain the Company in good standing under the laws of the Cayman Islands annual fees must be paid and annual returns made to the Registrar of Companies.

3

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus constituting a part thereof.  In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully
 

CAMPBELLS

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 30, 2014, with respect to the consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2013 of eFuture Information Technology Inc., which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

/s/ Grant Thornton

Beijing, The People’s Republic of China

February 19, 2015