<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                          WASATCH PHARMACEUTICAL, INC.
               (Exact name of registrant as specified in charter)

UTAH                                                            84-0854009
(State                                                          (IRS Employer
of                                                              Identification
Incorporation)                                                  Number)

310 East 4500 South, Suite 450
Murray, Utah                                                    84107
(Address of Principal Executive Offices)                        (Zip Code)

                         Common Stock Issued Pursuant to
                              Consulting Agreements
                              (Full Title of Plan)

                                 David K. Giles
                             Chief Financial Officer
                         310 East 4500 South, Suite 450
                               Murray, Utah 847107
                     (Name and Address of Agent for Service)

                                 1-801-266-4668
                     (Telephone Number, Including Area Code
                              of Agent for Service)
<TABLE>
<CAPTION>


Title of each                        Proposed maximum    Proposed maximum    Amount
class of securities   Amount to be   offering price per  aggregate offering  of
to be Registered      Registered     share (1)           price (1)           Registration Fee
-------------------   ------------   -----------------   ------------------  ----------------
<S>                  <C>            <C>                 <C>                 <C>
Common Stock          20,000,000     $ 0.075             $ 1,500,000         $ 358.50
</TABLE>


(1) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the bid and ask prices
reported on January 16, 2002, as reported on the OTC Bulletin Board.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to the consultants as specified by Rule 428 (b) (1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute 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 are incorporated by reference in this registration
statement of Wasatch Pharmaceutical and in the related Section 10(a) prospectus:

          (a) Wasatch Pharmaceutical's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.

          (b) All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.

          (c) Part I, Item 8 (Description of Securities) contained in Wasatch
Pharmaceutical's registration statement on Form 8-A.

Item 4. Description of Securities

     No description of the class of securities (i.e., the $.001 par value Common
Stock) is required under this item because the common stock is registered under
Section 12 of the Exchange Act.

                                      - 1 -

<PAGE>

Item 5. Interests of Named Experts and Counsel

     Robert S. Luce, Esq., Attorney at Law, 399 Quentin Road, Suite A, Palatine,
Illinois 60067 is expected to render an opinion on the securities being
registered. Mr. Luce is not an "affiliate" of Wasatch Pharmaceutical. Mr. Luce
does not own shares of Wasatch's common stock. Mr. Luce is not licensed to
practice law in the State of Utah.

Item 6. Indemnification of Directors and Officers

     The following is a brief summary of certain indemnification provisions of
Wasatch's Articles of Incorporation and the Utah Revised Business Corporation
Act. This summary is qualified in its entirety by reference to the text thereof.

     Section 16-10a-901 through 909 of the Utah Revised Business Corporation
Act, as amended (the "Corporation Act"), permits a Utah corporation to indemnify
its directors and officers for certain of their acts. More specifically,
Sections 16-10a-902 and 16-10a-907 of the Corporation Act grant authority to any
corporation to indemnify directors and officers against any judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees,
by reason of his or her having been a corporate director or officer. Such
provision is limited to instances where the director or officer acted in good
faith and in a manner he or she reasonable believed to be in or not opposed to
the best interests of the corporation, or, in criminal proceedings, he or she
had no reasonable cause to believe his or her conduct was unlawful. Such
sections confer on the director or officer an absolute right to indemnification
for expenses, including attorney's fees, actually and reasonably incurred by him
or her to the extent he or she is successful on the merits or otherwise defense
of any claim, issue, or matter. The corporation may not indemnify a director if
the director is adjudged liable to the corporation or deemed to have derived an
improper personal benefit in an action in which the director is adjudged liable.
Section 16 10a-906 of the Corporation Act expressly makes indemnification
contingent upon a determination that indemnification is proper in the
circumstances. Such determination must be made by the board of directors acting
through a quorum of disinterested directors, or by the board of directors acting
on the advice of independent legal counsel, or by the shareholders. Further,
Section 16-10a 904 of the Corporation Act permits a corporation to pay
attorney's fees and other litigation expenses on behalf of a director or office
in advance of the final disposition of the action upon receipt of an undertaking
by or on behalf of such director or officer to repay such expenses to the
corporation if its is ultimately determined that he or she is not entitled to be
indemnified by the corporation or to the extent the expenses so advanced by the
corporation exceed the indemnification to which he or she is entitled. Such
indemnification provisions do not exclude other indemnification rights to which
a director or officer may be entitled under the corporation's certificate or
articles of incorporation, bylaws, an agreement, a vote of shareholders, or
otherwise. The corporation may also purchase and maintain insurance to provide
indemnification.

                                      - 2 -

<PAGE>

     The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Corporation Act and is limited
by reference to the discussed section of the Corporation Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to members of the board of directors, officers, employees, or persons
controlling Wasatch pursuant to the foregoing provisions, Wasatch has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     Item 7. Exemption from Registration Claimed

     No restricted securities are being reoffered or resold pursuant to this
registration statement.

     Item 8. Exhibits

     The Exhibits to this registration statement are listed in the Index to
Exhibits on page 6.

     Item 9. Undertakings

     The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement 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.

          (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.

          (4) That, for 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 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.

                                      - 3 -

<PAGE>

          (5) Insofar as indemnification for liabilities 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.

                                   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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Murray, Utah, on the date below.

WASATCH PHARMACEUTICAL, INC.
(Registrant)



By: /s/ Gary V. Heesch
    ---------------------------------------
    Gary V. Heesch, Chief Executive Officer
    Dated: January 16, 2002




By: /s/ David K. Giles
    -------------------------------------------
    David K. Giles, Principal Financial Officer
    Dated: January 16, 2002

                                      - 4 -

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.


Signature                  Title                              Date

/s/ Gary V. Heesch         Chairman of the Board of           January 16, 2002
------------------         Directors and President
Gary V. Heesch


/s/ Craig Heesch           Director                           January 16, 2002
----------------
Craig Heesch

/s/ Robert Arbon           Director                           January 16, 2002
----------------
Robert Arbon

                                      - 5 -

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number             Description
------             -----------

5.1/23.2           Opinion regarding legality

23.1               Consent of Independent Public Accountant

99.1               Consulting Agreements
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 13154}]
{"company-data": {"conformed-name": "WASATCH PHARMACEUTICAL INC", "cik": "0000037848", "assigned-sic": "3652", "irs-number": "840854009", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76910", "film-number": "2511839"}, "business-address": {"street1": "310 EAST 4500 SOUTH", "street2": "SUITE 450", "city": "MURRY", "state": "UT", "zip": "84107", "phone": "801-266-4668"}, "mail-address": {"street1": "310 EAST 4500 SOUTH", "street2": "SUITE 450", "city": "MURRAY", "state": "UT", "zip": "84107"}, "former-company": [{"former-conformed-name": "CERON RESOURCES CORP", "date-changed": "19820111"}, {"former-conformed-name": "CERON RESOURCES CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "FOLIO ONE PRODUCTIONS LTD", "date-changed": "19820103"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                          WASATCH PHARMACEUTICAL, INC.
               (Exact name of registrant as specified in charter)

UTAH                                                            84-0854009
(State                                                          (IRS Employer
of                                                              Identification
Incorporation)                                                  Number)

310 East 4500 South, Suite 450
Murray, Utah                                                    84107
(Address of Principal Executive Offices)                        (Zip Code)

                         Common Stock Issued Pursuant to
                              Consulting Agreements
                              (Full Title of Plan)

                                 David K. Giles
                             Chief Financial Officer
                         310 East 4500 South, Suite 450
                               Murray, Utah 847107
                     (Name and Address of Agent for Service)

                                 1-801-266-4668
                     (Telephone Number, Including Area Code
                              of Agent for Service)
Title of each                        Proposed maximum    Proposed maximum    Amount
class of securities   Amount to be   offering price per  aggregate offering  of
to be Registered      Registered     share (1)           price (1)           Registration Fee
-------------------   ------------   -----------------   ------------------  ----------------
Common Stock          20,000,000     $ 0.075             $ 1,500,000         $ 358.50
(1) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the bid and ask prices
reported on January 16, 2002, as reported on the OTC Bulletin Board.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to the consultants as specified by Rule 428 (b) (1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute 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 are incorporated by reference in this registration
statement of Wasatch Pharmaceutical and in the related Section 10(a) prospectus:

          (a) Wasatch Pharmaceutical's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.

          (b) All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.

          (c) Part I, Item 8 (Description of Securities) contained in Wasatch
Pharmaceutical's registration statement on Form 8-A.

Item 4. Description of Securities

     No description of the class of securities (i.e., the $.001 par value Common
Stock) is required under this item because the common stock is registered under
Section 12 of the Exchange Act.

                                      - 1 -
Item 5. Interests of Named Experts and Counsel

     Robert S. Luce, Esq., Attorney at Law, 399 Quentin Road, Suite A, Palatine,
Illinois 60067 is expected to render an opinion on the securities being
registered. Mr. Luce is not an "affiliate" of Wasatch Pharmaceutical. Mr. Luce
does not own shares of Wasatch's common stock. Mr. Luce is not licensed to
practice law in the State of Utah.

Item 6. Indemnification of Directors and Officers

     The following is a brief summary of certain indemnification provisions of
Wasatch's Articles of Incorporation and the Utah Revised Business Corporation
Act. This summary is qualified in its entirety by reference to the text thereof.

     Section 16-10a-901 through 909 of the Utah Revised Business Corporation
Act, as amended (the "Corporation Act"), permits a Utah corporation to indemnify
its directors and officers for certain of their acts. More specifically,
Sections 16-10a-902 and 16-10a-907 of the Corporation Act grant authority to any
corporation to indemnify directors and officers against any judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees,
by reason of his or her having been a corporate director or officer. Such
provision is limited to instances where the director or officer acted in good
faith and in a manner he or she reasonable believed to be in or not opposed to
the best interests of the corporation, or, in criminal proceedings, he or she
had no reasonable cause to believe his or her conduct was unlawful. Such
sections confer on the director or officer an absolute right to indemnification
for expenses, including attorney's fees, actually and reasonably incurred by him
or her to the extent he or she is successful on the merits or otherwise defense
of any claim, issue, or matter. The corporation may not indemnify a director if
the director is adjudged liable to the corporation or deemed to have derived an
improper personal benefit in an action in which the director is adjudged liable.
Section 16 10a-906 of the Corporation Act expressly makes indemnification
contingent upon a determination that indemnification is proper in the
circumstances. Such determination must be made by the board of directors acting
through a quorum of disinterested directors, or by the board of directors acting
on the advice of independent legal counsel, or by the shareholders. Further,
Section 16-10a 904 of the Corporation Act permits a corporation to pay
attorney's fees and other litigation expenses on behalf of a director or office
in advance of the final disposition of the action upon receipt of an undertaking
by or on behalf of such director or officer to repay such expenses to the
corporation if its is ultimately determined that he or she is not entitled to be
indemnified by the corporation or to the extent the expenses so advanced by the
corporation exceed the indemnification to which he or she is entitled. Such
indemnification provisions do not exclude other indemnification rights to which
a director or officer may be entitled under the corporation's certificate or
articles of incorporation, bylaws, an agreement, a vote of shareholders, or
otherwise. The corporation may also purchase and maintain insurance to provide
indemnification.

                                      - 2 -
The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Corporation Act and is limited
by reference to the discussed section of the Corporation Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to members of the board of directors, officers, employees, or persons
controlling Wasatch pursuant to the foregoing provisions, Wasatch has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     Item 7. Exemption from Registration Claimed

     No restricted securities are being reoffered or resold pursuant to this
registration statement.

     Item 8. Exhibits

     The Exhibits to this registration statement are listed in the Index to
Exhibits on page 6.

     Item 9. Undertakings

     The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement 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.

          (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.

          (4) That, for 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 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.

                                      - 3 -
(5) Insofar as indemnification for liabilities 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.

                                   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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Murray, Utah, on the date below.

WASATCH PHARMACEUTICAL, INC.
(Registrant)

By: /s/ Gary V. Heesch
    ---------------------------------------
    Gary V. Heesch, Chief Executive Officer
    Dated: January 16, 2002

By: /s/ David K. Giles
    -------------------------------------------
    David K. Giles, Principal Financial Officer
    Dated: January 16, 2002

                                      - 4 -
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                  Title                              Date

/s/ Gary V. Heesch         Chairman of the Board of           January 16, 2002
------------------         Directors and President
Gary V. Heesch

/s/ Craig Heesch           Director                           January 16, 2002
----------------
Craig Heesch

/s/ Robert Arbon           Director                           January 16, 2002
----------------
Robert Arbon

                                      - 5 -
INDEX TO EXHIBITS

Exhibit
Number             Description
------             -----------

5.1/23.2           Opinion regarding legality

23.1               Consent of Independent Public Accountant

99.1               Consulting Agreements