<PAGE>


 As filed with the Securities and Exchange Commission on  January 16, 2002

                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            ONCURE TECHNOLOGIES CORP.
             (Exact name of registrant as specified in its charter)
                FLORIDA                               59-3191053
    (State or other jurisdiction of                (I.R.S. employer
    incorporation or organization)               identification number)

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

                              7450 East River Road
                                     Suite 3
                                Oakdale, CA 95361
                                 (925) 279-2273
               (Address of principal executive offices) (Zip Code)

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

                ONCURE TECHNOLOGIES CORP. 2001 STOCK OPTION PLAN
                            (Full title of the Plan)

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

            Jeffrey A. Goffman                  Scott M. Zimmerman, Esq.
      CHIEF EXECUTIVE OFFICER OnCure       Swidler Berlin Shereff Friedman, LLP
            Technologies Corp.                   The Chrysler Building
           7450 East River Road                  405 Lexington Avenue
                  Suite 3                       New York, New York 10174
             Oakdale, CA 95361                       (212) 973-0111
              (925) 279-2273

(Name, address and telephone number, including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------- ----------------------- --------------------- --------------------- --------------------
   Title of Each Class of          Amount to be         Proposed Maximum      Proposed Maximum         Amount of
         Securities               Registered(1)          Offering Price          Aggregate         Registration Fee(3)
      to be Registered                                    per Share(2)       Offering Price (2)
----------------------------- ----------------------- --------------------- --------------------- --------------------
<S>                           <C>                     <C>                   <C>                   <C>
  Common Stock, $0.001 par       3,000,000 Shares            $ 0.65             $ 1,950,000             $466.05
           value
----------------------------- ----------------------- --------------------- --------------------- --------------------
</TABLE>

(1)      Pursuant to Rule 416, this Registration Statement also covers such
         additional securities as may become issuable to prevent dilution
         resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated in accordance with Rule 457 of the Securities Act of 1933, as
         amended (the "Securities Act"), solely for the purpose of calculating
         the registration fee, on the basis of the exercise price if known or
         the average of the high and low prices of the Registrant's Common Stock
         as quoted on the Over the Counter Bulletin Board on January 15, 2002.

(3)      In accordance with Rule 457(p) under the Securities Act, the filing
         fee of $466.05 is offset against the filing fee previously paid in
         connection with OnCure Technologies Corp's. Registration Statement on
         Form SB-2/A (File No. 333-60754) filed with the Securities and
         Exchange Commission on October 19, 2001. A portion of the filing fee
         paid in connection with the Registration Statement No. 333-60754 has
         been carried forward and applied to the full payment of the filing fee
         due hereunder. Thus, no current filing fee is due.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

         This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act, to register shares of the
common stock, par value $0.001 per share (the "Common Stock"), of OnCure
Technologies Corp., a Florida corporation (the "Registrant"), issued or issuable
pursuant to the OnCure Technologies Corp. 2001 Stock Option Plan (the "Plan").

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Registrant
(sometimes referred to herein as, the "small business issuer"), with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2000, and any amendments thereto.

         (b)      The Registrant's Quarterly Report on Form 10-QSB for the
                  quarterly periods ended March 31, 2001, June 30, 2001,
                  September 30, 2001, and any amendments thereto.

         (c)      The description of the Registrant's Common Stock, par value
                  $0.001 per share, contained in the Registrant's registration
                  statement on Form SB-2 filed with the Commission under Section
                  12 of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") including any amendment or report filed for
                  the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Section 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
under this Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement as of the date of the filing of such
documents. Any statement contained in the documents 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.


                                       2
<PAGE>


              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The indemnification of officers and directors of the Registrant is
governed by Section 607.0850 et seq. of the Florida Business Corporation Act
("FBCA"), and the Articles of Incorporation and By-Laws of the Registrant.

         The Articles of Incorporation and the By-Laws of the Registrant provide
for the indemnification of the directors, officers, and authorized agents of the
Registrant for all liabilities incurred directly, indirectly or incidentally to
services performed for the Registrant, to the fullest extent and in the manner
provided under Florida law.

         The FBCA permits a Florida corporation to indemnify any person who was
or is a party, or is threatened to be made a party, to any lawsuit or proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against liability incurred in connection
with such proceeding, including any appeal thereof, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. To the extent that a director, officer, employee, or agent of a
corporation is successful, on the merits or otherwise in defense of any
proceeding, or in defense of any claim, issue, or matter therein, the Company
shall indemnify that person against expenses actually and reasonably incurred in
connection therewith. Termination of any such proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

         As to expenses actually and reasonably incurred in connection with the
defense or settlement of such a proceeding or any appeal thereof, the FBCA
empowers a corporation to indemnify any such person described above, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors (the "Board"), the estimated expense of litigating the
proceeding to conclusion. However, no indemnification is available in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability




                                       3


<PAGE>

but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

         Any indemnification permitted above, unless pursuant to a determination
by a court, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth under the FBCA. The determination shall
be made: (a) by the Board by a majority vote of a quorum consisting of directors
who were not parties to such proceeding; (b) if such a quorum is not obtainable
or, even if obtainable, by majority vote of a committee duly designated by the
Board (in which directors who are parties may participate) consisting solely of
two or more directors not at the time parties to the proceeding; (c) by
independent legal counsel: (1) selected by the Board prescribed in (a) or the
committee prescribed in (b); or (2) if a quorum of the directors cannot be
obtained for (a) and the committee cannot be designated under (b), selected by
majority vote of the full Board (in which directors who are parties may
participate); or (d) by the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such proceeding or, if no
such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding. The evaluation of the reasonableness of expenses
incurred and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if
independent legal counsel makes the determination of permissibility, persons
specified by (c) shall evaluate the reasonableness of expenses and may authorize
indemnification.

         The FBCA authorizes a corporation to pay expenses incurred by an
officer or director in advance of the final disposition of a proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
the advances if he or she is ultimately found not to be entitled to
indemnification. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the Board deems appropriate. The
indemnification and advancement of expenses provided by Florida law is not
deemed to be exclusive of any other rights to which an officer, director or
employee may be entitled under the corporation's own organizational documents,
agreements, vote of shareholders 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. Such indemnification or advancement of
expenses to such a person shall not be made, however, if a judgment or final
adjudication establishes that his or her actions, or omissions, were material to
the cause of action and constitute: (i) a violation of the criminal law, unless
there was reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (ii) a transaction
from which there was derived an improper personal benefit; (iii) in the case of
a director, a circumstance under which the liability provisions of Section
607.0834 of the FBCA are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder. Indemnification and advancement of expenses
under the FBCA shall continue, unless otherwise provided, 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, unless
otherwise provided when authorized or ratified.

                                       4
<PAGE>

         Unless limited by a corporation's articles of association, and
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the Board or shareholders of the
corporation, under the FBCA, a director, officer, employee, or agent of the
corporation who is or was a party to a proceeding may apply for indemnification
and/or advancement of expenses, to the court conducting the proceeding, or to
another court of competent jurisdiction. The court, after giving any necessary
notice, may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses, if it determines that: (i) the director, officer, employee, or agent
is entitled to mandatory indemnification, in which case the court shall also
order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses; (ii) the
director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power; or (iii) the director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in the FBCA.

         The FBCA and the By-Laws of the Registrant permit the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against the person and incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the FBCA. The extent, amount, and eligibility for the
indemnification under the By-Laws will be made by the Board of the Registrant.
The determinations will be made by a majority vote of a quorum consisting of
directors who were not parties to the proceeding or by the shareholders by a
majority vote of a quorum consisting of shareholders who were not parties to the
proceeding. Furthermore, the By-Laws permit the Registrant to make further
indemnification as provided under Florida law except to indemnify any person
against gross negligence or willful misconduct.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

              The following exhibits are filed as part of this Registration
Statement:

                  4.1      Oncure Technologies Corp. 2001 Stock Option Plan
                  5.1      Opinion of Swidler Berlin Shereff Friedman, LLP.
                  23.1     Consent of Moore Stephens, P.C.
                  23.2     Consent of Swidler Berlin Shereff Friedman, LLP
                           (included in Exhibit 5.1)
                  24.1     Power of Attorney (included in signature page to
                           this Registration Statement)

                                       5

<PAGE>

ITEM 9.       UNDERTAKINGS.

              (a)     The 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 of
                                    1933;

                           (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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the change in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective 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)(l)(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 of 1933, 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.

                                       6

<PAGE>

              (b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 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 Act and will
be governed by the final adjudication of such issue.




                                       7




<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Oakdale, State of California, on this 15th day of
January 2002.



                             ONCURE TECHNOLOGIES CORP.


                              By: /s/ Jeffrey A. Goffman
                                  --------------------------------
                                  Name: Jeffrey A. Goffman
                                  Title:   Chief Executive Officer and Director



                                       8
<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Jeffrey A. Goffman, as the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution for the undersigned and on his or her behalf,
and in his or her name, place and stead, in any and all capacities to execute
and sign any and all amendments or post-effective amendments to this
Registration Statement and any registration statement or amendment to such
Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof and the registrant hereby confers like
authority on its behalf.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                NAME                                           POSITION                                      DATE
                ----                                           --------                                      ----
<S>                                   <C>                                                               <C>
   /s/ Shyam B. Paryani
------------------------
Shyam B. Paryani                                  Chairman of the Board of Directors                    January 15, 2002

 /s/ Jeffrey A. Goffman
-----------------------
Jeffrey A. Goffman                    President, Chief Executive Officer, Secretary and Director        January 15, 2002

  /s/ Charles J. Jacobson
-------------------------
Charles J. Jacobson                        Director of Managed Care Contracting and Director            January 15, 2002

 /s/ Stanley S. Trotman
-------------------------
Stanley S. Trotman                                             Director                                 January 15, 2002

 /s/ Gordon C. Rausser
--------------------------
Gordon C. Rausser                                              Director                                 January 15, 2002

 /s/ John Zeeman
--------------------------
John Zeeman                                                    Director                                 January 15, 2002

 /s/ John W. Wells
--------------------------
John W. Wells                                                  Director                                 January 15, 2002
</TABLE>



                                       9


<PAGE>


                            ONCURE TECHNOLOGIES CORP.

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

                                  EXHIBIT INDEX
                                  --------------

<TABLE>
<CAPTION>
     Exhibit Number        Description
     --------------        -----------
<S>                        <C>
           4.1             2001 OnCure Stock Option Plan

           5.1             Opinion of Swidler Berlin Shereff Friedman, LLP

          23.1             Consent of Moore Stephens, P.C.

          23.2             Consent of Swidler Berlin Shereff Friedman, LLP
                           (contained in Exhibit 5.1)

          24.1             Power of Attorney (included in signature page to this
                           Registration Statement)
</TABLE>




                                       10
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 28052}]
{"company-data": {"conformed-name": "ONCURE TECHNOLGIES CORP", "cik": "0001039646", "assigned-sic": "8011", "irs-number": "593191053", "state-of-incorporation": "FL", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76892", "film-number": "2511665"}, "business-address": {"street1": "700YGNACIO VALLEY ROAD", "street2": "SUITE 300", "city": "WALNUT CREEK", "state": "CA", "zip": "94596", "phone": "9252792273"}, "mail-address": {"street1": "700 YONGACIO VALLEY ROAD", "street2": "SUITE 300", "city": "WALNUT CREEK", "state": "CA", "zip": "94596"}, "former-company": {"former-conformed-name": "WORLDWIDE EQUIPMENT CORP", "date-changed": "20000609"}}
As filed with the Securities and Exchange Commission on  January 16, 2002

                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            ONCURE TECHNOLOGIES CORP.
             (Exact name of registrant as specified in its charter)
                FLORIDA                               59-3191053
    (State or other jurisdiction of                (I.R.S. employer
    incorporation or organization)               identification number)

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

                              7450 East River Road
                                     Suite 3
                                Oakdale, CA 95361
                                 (925) 279-2273
               (Address of principal executive offices) (Zip Code)

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

                ONCURE TECHNOLOGIES CORP. 2001 STOCK OPTION PLAN
                            (Full title of the Plan)

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

            Jeffrey A. Goffman                  Scott M. Zimmerman, Esq.
      CHIEF EXECUTIVE OFFICER OnCure       Swidler Berlin Shereff Friedman, LLP
            Technologies Corp.                   The Chrysler Building
           7450 East River Road                  405 Lexington Avenue
                  Suite 3                       New York, New York 10174
             Oakdale, CA 95361                       (212) 973-0111
              (925) 279-2273

(Name, address and telephone number, including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------- ----------------------- --------------------- --------------------- --------------------
   Title of Each Class of          Amount to be         Proposed Maximum      Proposed Maximum         Amount of
         Securities               Registered(1)          Offering Price          Aggregate         Registration Fee(3)
      to be Registered                                    per Share(2)       Offering Price (2)
----------------------------- ----------------------- --------------------- --------------------- --------------------
Common Stock, $0.001 par       3,000,000 Shares            $ 0.65             $ 1,950,000             $466.05
           value
----------------------------- ----------------------- --------------------- --------------------- --------------------
(1)      Pursuant to Rule 416, this Registration Statement also covers such
         additional securities as may become issuable to prevent dilution
         resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated in accordance with Rule 457 of the Securities Act of 1933, as
         amended (the "Securities Act"), solely for the purpose of calculating
         the registration fee, on the basis of the exercise price if known or
         the average of the high and low prices of the Registrant's Common Stock
         as quoted on the Over the Counter Bulletin Board on January 15, 2002.

(3)      In accordance with Rule 457(p) under the Securities Act, the filing
         fee of $466.05 is offset against the filing fee previously paid in
         connection with OnCure Technologies Corp's. Registration Statement on
         Form SB-2/A (File No. 333-60754) filed with the Securities and
         Exchange Commission on October 19, 2001. A portion of the filing fee
         paid in connection with the Registration Statement No. 333-60754 has
         been carried forward and applied to the full payment of the filing fee
         due hereunder. Thus, no current filing fee is due.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

         This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act, to register shares of the
common stock, par value $0.001 per share (the "Common Stock"), of OnCure
Technologies Corp., a Florida corporation (the "Registrant"), issued or issuable
pursuant to the OnCure Technologies Corp. 2001 Stock Option Plan (the "Plan").

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Registrant
(sometimes referred to herein as, the "small business issuer"), with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2000, and any amendments thereto.

         (b)      The Registrant's Quarterly Report on Form 10-QSB for the
                  quarterly periods ended March 31, 2001, June 30, 2001,
                  September 30, 2001, and any amendments thereto.

         (c)      The description of the Registrant's Common Stock, par value
                  $0.001 per share, contained in the Registrant's registration
                  statement on Form SB-2 filed with the Commission under Section
                  12 of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") including any amendment or report filed for
                  the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Section 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
under this Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement as of the date of the filing of such
documents. Any statement contained in the documents 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.

                                       2
Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The indemnification of officers and directors of the Registrant is
governed by Section 607.0850 et seq. of the Florida Business Corporation Act
("FBCA"), and the Articles of Incorporation and By-Laws of the Registrant.

         The Articles of Incorporation and the By-Laws of the Registrant provide
for the indemnification of the directors, officers, and authorized agents of the
Registrant for all liabilities incurred directly, indirectly or incidentally to
services performed for the Registrant, to the fullest extent and in the manner
provided under Florida law.

         The FBCA permits a Florida corporation to indemnify any person who was
or is a party, or is threatened to be made a party, to any lawsuit or proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against liability incurred in connection
with such proceeding, including any appeal thereof, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. To the extent that a director, officer, employee, or agent of a
corporation is successful, on the merits or otherwise in defense of any
proceeding, or in defense of any claim, issue, or matter therein, the Company
shall indemnify that person against expenses actually and reasonably incurred in
connection therewith. Termination of any such proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

         As to expenses actually and reasonably incurred in connection with the
defense or settlement of such a proceeding or any appeal thereof, the FBCA
empowers a corporation to indemnify any such person described above, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors (the "Board"), the estimated expense of litigating the
proceeding to conclusion. However, no indemnification is available in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability

                                       3
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

         Any indemnification permitted above, unless pursuant to a determination
by a court, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth under the FBCA. The determination shall
be made: (a) by the Board by a majority vote of a quorum consisting of directors
who were not parties to such proceeding; (b) if such a quorum is not obtainable
or, even if obtainable, by majority vote of a committee duly designated by the
Board (in which directors who are parties may participate) consisting solely of
two or more directors not at the time parties to the proceeding; (c) by
independent legal counsel: (1) selected by the Board prescribed in (a) or the
committee prescribed in (b); or (2) if a quorum of the directors cannot be
obtained for (a) and the committee cannot be designated under (b), selected by
majority vote of the full Board (in which directors who are parties may
participate); or (d) by the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such proceeding or, if no
such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding. The evaluation of the reasonableness of expenses
incurred and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if
independent legal counsel makes the determination of permissibility, persons
specified by (c) shall evaluate the reasonableness of expenses and may authorize
indemnification.

         The FBCA authorizes a corporation to pay expenses incurred by an
officer or director in advance of the final disposition of a proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
the advances if he or she is ultimately found not to be entitled to
indemnification. Expenses incurred by other employees and agents may be paid in
advance upon such terms or conditions that the Board deems appropriate. The
indemnification and advancement of expenses provided by Florida law is not
deemed to be exclusive of any other rights to which an officer, director or
employee may be entitled under the corporation's own organizational documents,
agreements, vote of shareholders 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. Such indemnification or advancement of
expenses to such a person shall not be made, however, if a judgment or final
adjudication establishes that his or her actions, or omissions, were material to
the cause of action and constitute: (i) a violation of the criminal law, unless
there was reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (ii) a transaction
from which there was derived an improper personal benefit; (iii) in the case of
a director, a circumstance under which the liability provisions of Section
607.0834 of the FBCA are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder. Indemnification and advancement of expenses
under the FBCA shall continue, unless otherwise provided, 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, unless
otherwise provided when authorized or ratified.

                                       4
Unless limited by a corporation's articles of association, and
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the Board or shareholders of the
corporation, under the FBCA, a director, officer, employee, or agent of the
corporation who is or was a party to a proceeding may apply for indemnification
and/or advancement of expenses, to the court conducting the proceeding, or to
another court of competent jurisdiction. The court, after giving any necessary
notice, may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses, if it determines that: (i) the director, officer, employee, or agent
is entitled to mandatory indemnification, in which case the court shall also
order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses; (ii) the
director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power; or (iii) the director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in the FBCA.

         The FBCA and the By-Laws of the Registrant permit the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against the person and incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the FBCA. The extent, amount, and eligibility for the
indemnification under the By-Laws will be made by the Board of the Registrant.
The determinations will be made by a majority vote of a quorum consisting of
directors who were not parties to the proceeding or by the shareholders by a
majority vote of a quorum consisting of shareholders who were not parties to the
proceeding. Furthermore, the By-Laws permit the Registrant to make further
indemnification as provided under Florida law except to indemnify any person
against gross negligence or willful misconduct.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

              The following exhibits are filed as part of this Registration
Statement:

                  4.1      Oncure Technologies Corp. 2001 Stock Option Plan
                  5.1      Opinion of Swidler Berlin Shereff Friedman, LLP.
                  23.1     Consent of Moore Stephens, P.C.
                  23.2     Consent of Swidler Berlin Shereff Friedman, LLP
                           (included in Exhibit 5.1)
                  24.1     Power of Attorney (included in signature page to
                           this Registration Statement)

                                       5
ITEM 9.       UNDERTAKINGS.

              (a)     The 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 of
                                    1933;

                           (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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the change in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective 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)(l)(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 of 1933, 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.

                                       6
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 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 Act and will
be governed by the final adjudication of such issue.

                                       7
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Oakdale, State of California, on this 15th day of
January 2002.

                             ONCURE TECHNOLOGIES CORP.

                              By: /s/ Jeffrey A. Goffman
                                  --------------------------------
                                  Name: Jeffrey A. Goffman
                                  Title:   Chief Executive Officer and Director

                                       8
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Jeffrey A. Goffman, as the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution for the undersigned and on his or her behalf,
and in his or her name, place and stead, in any and all capacities to execute
and sign any and all amendments or post-effective amendments to this
Registration Statement and any registration statement or amendment to such
Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof and the registrant hereby confers like
authority on its behalf.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                           POSITION                                      DATE
                ----                                           --------                                      ----
/s/ Shyam B. Paryani
------------------------
Shyam B. Paryani                                  Chairman of the Board of Directors                    January 15, 2002

 /s/ Jeffrey A. Goffman
-----------------------
Jeffrey A. Goffman                    President, Chief Executive Officer, Secretary and Director        January 15, 2002

  /s/ Charles J. Jacobson
-------------------------
Charles J. Jacobson                        Director of Managed Care Contracting and Director            January 15, 2002

 /s/ Stanley S. Trotman
-------------------------
Stanley S. Trotman                                             Director                                 January 15, 2002

 /s/ Gordon C. Rausser
--------------------------
Gordon C. Rausser                                              Director                                 January 15, 2002

 /s/ John Zeeman
--------------------------
John Zeeman                                                    Director                                 January 15, 2002

 /s/ John W. Wells
--------------------------
John W. Wells                                                  Director                                 January 15, 2002
9
ONCURE TECHNOLOGIES CORP.

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

                                  EXHIBIT INDEX
                                  --------------
Exhibit Number        Description
     --------------        -----------
4.1             2001 OnCure Stock Option Plan

           5.1             Opinion of Swidler Berlin Shereff Friedman, LLP

          23.1             Consent of Moore Stephens, P.C.

          23.2             Consent of Swidler Berlin Shereff Friedman, LLP
                           (contained in Exhibit 5.1)

          24.1             Power of Attorney (included in signature page to this
                           Registration Statement)
10