As filed with the Securities and Exchange Commission on February 25, 2003
                                                           File No. 333-
================================================================================




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            NAVIGATOR VENTURES, INC.
                            1380 Miami Gardens. Drive
                                 Miami, FL 33179
                                 (305) 944-8077
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      NEVADA                                             98-0232855
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


                              Stock Incentive Plan
 ------------------------------------------------------------------------------
                            (Full title of the plan)





                                       1



<PAGE>






                  MARK MILLER, NEVADA AGENCY AND TRUST COMPANY,
                    50 W. LIBERTY ST., #880, RENO, NV 89501
                     (Name and Address of Agent for Service)


                                 (775) 322-0626
          (Telephone number including area code, of agent for service)






                                       2



<PAGE>






                         CALCULATION OF REGISTRATION FEE

                                            Proposed   Proposed
                                            Maximum    Maximum
Title of Securities          Amount of      Offering   Aggregate       Amount
to be Registered            Shares to be    Price Per  Offering        of Reg.
                            Registered(1)    Share     Price          Fee(1)(2)
------------------------    -------------   ---------  -------------  --------
$0.001 par value Common       2,400,000      $0.12      $288,000       $26.50
  Stock

       Totals                 2,400,000      $0.12      $288,000       $26.50
------------------------------------------------------------------------------


Total No. of pages: 28                             Exhibit Index on Page No: 14




(1)  Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
     amended, the Registration Statement also covers an indeterminate amount of
     Shares to be offered or sold as a result of any adjustments from stock
     splits, stock dividends or similar events.

(2) Based upon the average bid and asked prices of the Company's Common Stock in
    over-the-counter trading on February 24, 2003.




                                       3



<PAGE>




                                   PROSPECTUS

                             NAVIGATOR VENTURES, INC
                           1380 Miami Gardens. Drive,
                                 Miami, FL 33175
                                 (305) 944-8077

                       (2,400,000. SHARES OF COMMON STOCK)



         This Prospectus relates to the offer and sale by NAVIGATOR VENTURES,
INC., a Nevada corporation ("the Company") of shares of its $0.001 par value
common stock (the "Common Stock) pursuant to its Stock Incentive Plan whereby
certain individuals receive stock options to stimulate their involvement and
continued involvement in the Company. The Company is registering hereunder and
then issuing upon receipt of adequate consideration therefor to the Employee,
Officer, Director or Consultant 2,400,000 shares of the Common Stock in
consideration for services rendered and to be rendered.

         The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. Shares being registered
hereunder are being sold to both affiliates and non-affiliates of the Company.
An affiliate is, summarily, any director, executive officer or controlling
shareholder of the Company. The affiliates of the Company may become subject to
Section 16(b) of the Securities Exchange Act of 1934 as amended (the Exchange
Act) which would limit their discretion in transferring the shares acquired in
the Company. If the Consultant who is not now an affiliate becomes an affiliate
of the Company in the future; he would then be subject to Section I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is presently listed and trading under the symbol NVGV on the
OTCBB.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                 The date of this Prospectus is February 24, 2003





                                       4

<PAGE>




         This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NAVIGATOR VENTURES,
INC., 1380 Miami Gardens Drive, Miami, FL 33179, (395) 944-8077.

         The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the prescribed rates. In addition the Common Stock is presently quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD) in the near future. Thus copies of these reports, proxy
statements, information statements and other information may also be examined at
the offices of the NASD at 1735 K Street N.C. Washington DC 20549.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.




                                       5

<PAGE>


                                TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                        7

ITEM 1. PLAN GENERAL INFORMATION                                            7
The Company                                                                 7
Purpose                                                                     7
Common Stock                                                                7
The Company Stock Incentive Plan                                            7
No Restrictions on Transfer                                                 7
Tax Treatment of the Individual                                             7
Tax Treatment to the Company                                                8
Restrictions on Resales                                                     8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts                                                   9
Indemnification of Officers and Directors                                   9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                          9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                            9

ITEM 4.  DESCRIPTION OF SECURITIES                                         10

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                            10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                         10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                               10

ITEM 8.  EXHIBITS                                                          10

ITEM 9.  UNDERTAKINGS                                                      11

EXHIBIT INDEX                                                              14







                                       6

<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The Company has its principal offices at 1380 Miami Gardens Drive,
Miami, FL 33179, telephone (305) 944-8077.

PURPOSES

         The Common Stock will be issued by the Company pursuant to its Stock
Incentive Plan which has been approved by the Board of Directors of the Company
(the "Board of Directors"). The Stock Incentive Plan is hoped to provide a
method whereby the Company's current employees, officers, directors and non
employees may be stimulated and allow the Company to secure and retain highly
qualified employees, non employees, officers and directors, thereby advancing
the interests of the Company, and all of its shareholders. A copy of the Stock
Incentive Plan has been filed as an exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 2,400,000. shares of the
Common stock to the Company's Stock Incentive Plan upon effectiveness of this
registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has established a Stock Incentive Plan which awards stock
options in an effort to further compensate its existing employees, officers,
directors and certain non employees, secure their continued employment, and
attract highly qualified employees as they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon exercise of an option that individual will become the record and
beneficial owners of the shares of Common Stock upon issuance and delivery and
are entitled to all of the rights of ownership, including the right to vote any
shares awarded and to receive ordinary cash dividends on the Common Stock.


TAX TREATMENT TO THE INDIVIDUAL

         The individuals receiving shares of common stock pursuant to the
exercise of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise may be
deemed ordinary income for federal tax purposes. The recipient is urged to
consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                       7

<PAGE>


TAX TREATMENT TO THE COMPANY

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes of the taxable year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby incorporates by reference (i) its initial report of
Form 10-SB filed pursuant to Section 12(g) of the Exchange Act, (ii) any and all
Forms 10-Q (10-QSB) filed under the Securities or Exchange Act subsequent to any
filed form 10-K (or 10-KSB), as well as all other reports filed under Section 13
of the Exchange Act, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Section 13, 4, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.


ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: NAVIGATOR VENTURES, INC., 1380 Miami Gardens Drive, Miami, FL
33179, telephone (305) 944-8077.


                                       8

<PAGE>


LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski has rendered an opinion on the validity of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and does not have any interest in the registrant.

         The financial statements of NAVIGATOR VENTURES, INC., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2001, dated March 12, 2002 have been audited by Amisano Hanson,
Chartered Accountants, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the company has 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.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report, whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the Exchange Act since the end of the fiscal year covered by the
          annual report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.


                                       9



<PAGE>


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.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the terms
of the Stock Incentive Plan.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Insofar as indemnification of liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the company, the company has been informed that in the opinion of the commission
such indemnification is against public policy as expressed in the Securities Act
and, therefore, unenforceable. Article VI of the Articles of Incorporation and
Article VII of the Bylaws of the Company provide for indemnification. The
Company may purchase and maintain insurance for the benefit of its Directors and
Officers as such, as the Board of directors may from time to time determine.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.     EXHIBITS

         (a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:


EXHIBIT NO.             TITLE
----------              -----
 4.                     Not Applicable

 5.                     Opinion of Warren J. Soloski regarding the legality of
                        the securities registered.

10.                     Stock Incentive Plan

15.                     Not Required

23.1                   Consent of Warren J. Soloski, special counsel to
                       registrant, to the use of his opinion with respect to the
                       legality of the securities being registered hereby and to
                       the references to him in the Prospectus filed as a part
                       hereof.

                                       10

<PAGE>


23.2                    Consent of Amisano & Company, Chartered Accountants

27.                     Not Required

28.                     Not Required

29.                     Not Required

ITEM 9.     UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised 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. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         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 to:

               (i) include any prospectus required by Section 10(a)(3) of the
               Securities Act;

               (ii) 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, represents a fundamental change in the
               information set forth in the registration statement; and

               (iii) 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, paragraphs (i) and (ii) shall not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is incorporated by reference from periodic reports
          filed by the registrant small business issuer under the Exchange Act.


                                       11

<PAGE>


          (2) That, for the purpose of determining any liability under the
          Securities Act, each post-effective amendment to 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) 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) To deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the requirements of
          Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
          and, where interim financial information required to be presented by
          Article 3 of Regulation S-X is not set forth in the prospectus, to
          deliver, or cause to be delivered to each person to whom the
          prospectus is sent or given, the latest quarterly report that is
          specifically incorporated by reference in the prospectus to provide
          such interim financial information.

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



                                   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
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 the City of Miami, FL 33179, on the 24th day of February, 2003.


                                            NAVIGATOR VENTURES, INC.
                                            (Registrant)


                                            By: /s/ Diane Perkins
                                                ------------------------
                                                Diane Perkins, President

                                       12

<PAGE>



                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
Diane Perkins and Saul Fraynd or any of them as attorney's-in-fact with full
power of substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.


         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

      Signatures                Title                           Date
      ----------                -----                           ----

/s/ Diane Perkins           President/Chief Executive         Februrary 24, 2003
-----------------            Officer and Director
    Diane Perkins

/s/ Saul Frayed             Chief Operating Officer           Februrary 24, 2003
-----------------              and Director
    Saul Frayed

/s/ Jose F. Matto           CIO and Director                  Februrary 24, 2003
-----------------
    Jose F. Matto


















                                       13

<PAGE>



                         FORM S-8 REGISTRATION STATEMENT





                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

Exhibit Number
In Registration                                                     Numbered
Statement                   Description                               Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                   15

10.               Stock Incentive Plan                                 17

23.1              Consent of Warren J. Soloski                         27

23.2              Consent of Amisano Hanson, Chartered Accountants     28























                                       14
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As filed with the Securities and Exchange Commission on February 25, 2003
                                                           File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            NAVIGATOR VENTURES, INC.
                            1380 Miami Gardens. Drive
                                 Miami, FL 33179
                                 (305) 944-8077
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      NEVADA                                             98-0232855
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                              Stock Incentive Plan
 ------------------------------------------------------------------------------
                            (Full title of the plan)

                                       1
MARK MILLER, NEVADA AGENCY AND TRUST COMPANY,
                    50 W. LIBERTY ST., #880, RENO, NV 89501
                     (Name and Address of Agent for Service)

                                 (775) 322-0626
          (Telephone number including area code, of agent for service)

                                       2
CALCULATION OF REGISTRATION FEE

                                            Proposed   Proposed
                                            Maximum    Maximum
Title of Securities          Amount of      Offering   Aggregate       Amount
to be Registered            Shares to be    Price Per  Offering        of Reg.
                            Registered(1)    Share     Price          Fee(1)(2)
------------------------    -------------   ---------  -------------  --------
$0.001 par value Common       2,400,000      $0.12      $288,000       $26.50
  Stock

       Totals                 2,400,000      $0.12      $288,000       $26.50
------------------------------------------------------------------------------

Total No. of pages: 28                             Exhibit Index on Page No: 14

(1)  Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
     amended, the Registration Statement also covers an indeterminate amount of
     Shares to be offered or sold as a result of any adjustments from stock
     splits, stock dividends or similar events.

(2) Based upon the average bid and asked prices of the Company's Common Stock in
    over-the-counter trading on February 24, 2003.

                                       3
PROSPECTUS

                             NAVIGATOR VENTURES, INC
                           1380 Miami Gardens. Drive,
                                 Miami, FL 33175
                                 (305) 944-8077

                       (2,400,000. SHARES OF COMMON STOCK)

         This Prospectus relates to the offer and sale by NAVIGATOR VENTURES,
INC., a Nevada corporation ("the Company") of shares of its $0.001 par value
common stock (the "Common Stock) pursuant to its Stock Incentive Plan whereby
certain individuals receive stock options to stimulate their involvement and
continued involvement in the Company. The Company is registering hereunder and
then issuing upon receipt of adequate consideration therefor to the Employee,
Officer, Director or Consultant 2,400,000 shares of the Common Stock in
consideration for services rendered and to be rendered.

         The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. Shares being registered
hereunder are being sold to both affiliates and non-affiliates of the Company.
An affiliate is, summarily, any director, executive officer or controlling
shareholder of the Company. The affiliates of the Company may become subject to
Section 16(b) of the Securities Exchange Act of 1934 as amended (the Exchange
Act) which would limit their discretion in transferring the shares acquired in
the Company. If the Consultant who is not now an affiliate becomes an affiliate
of the Company in the future; he would then be subject to Section I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is presently listed and trading under the symbol NVGV on the
OTCBB.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is February 24, 2003

                                       4
This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NAVIGATOR VENTURES,
INC., 1380 Miami Gardens Drive, Miami, FL 33179, (395) 944-8077.

         The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the prescribed rates. In addition the Common Stock is presently quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD) in the near future. Thus copies of these reports, proxy
statements, information statements and other information may also be examined at
the offices of the NASD at 1735 K Street N.C. Washington DC 20549.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                       5
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                        7

ITEM 1. PLAN GENERAL INFORMATION                                            7
The Company                                                                 7
Purpose                                                                     7
Common Stock                                                                7
The Company Stock Incentive Plan                                            7
No Restrictions on Transfer                                                 7
Tax Treatment of the Individual                                             7
Tax Treatment to the Company                                                8
Restrictions on Resales                                                     8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts                                                   9
Indemnification of Officers and Directors                                   9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                          9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                            9

ITEM 4.  DESCRIPTION OF SECURITIES                                         10

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                            10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                         10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                               10

ITEM 8.  EXHIBITS                                                          10

ITEM 9.  UNDERTAKINGS                                                      11

EXHIBIT INDEX                                                              14

                                       6
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The Company has its principal offices at 1380 Miami Gardens Drive,
Miami, FL 33179, telephone (305) 944-8077.

PURPOSES

         The Common Stock will be issued by the Company pursuant to its Stock
Incentive Plan which has been approved by the Board of Directors of the Company
(the "Board of Directors"). The Stock Incentive Plan is hoped to provide a
method whereby the Company's current employees, officers, directors and non
employees may be stimulated and allow the Company to secure and retain highly
qualified employees, non employees, officers and directors, thereby advancing
the interests of the Company, and all of its shareholders. A copy of the Stock
Incentive Plan has been filed as an exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 2,400,000. shares of the
Common stock to the Company's Stock Incentive Plan upon effectiveness of this
registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has established a Stock Incentive Plan which awards stock
options in an effort to further compensate its existing employees, officers,
directors and certain non employees, secure their continued employment, and
attract highly qualified employees as they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon exercise of an option that individual will become the record and
beneficial owners of the shares of Common Stock upon issuance and delivery and
are entitled to all of the rights of ownership, including the right to vote any
shares awarded and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE INDIVIDUAL

         The individuals receiving shares of common stock pursuant to the
exercise of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise may be
deemed ordinary income for federal tax purposes. The recipient is urged to
consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                       7
TAX TREATMENT TO THE COMPANY

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes of the taxable year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby incorporates by reference (i) its initial report of
Form 10-SB filed pursuant to Section 12(g) of the Exchange Act, (ii) any and all
Forms 10-Q (10-QSB) filed under the Securities or Exchange Act subsequent to any
filed form 10-K (or 10-KSB), as well as all other reports filed under Section 13
of the Exchange Act, and (iii) its annual report, if any, to shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Section 13, 4, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: NAVIGATOR VENTURES, INC., 1380 Miami Gardens Drive, Miami, FL
33179, telephone (305) 944-8077.

                                       8
LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski has rendered an opinion on the validity of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and does not have any interest in the registrant.

         The financial statements of NAVIGATOR VENTURES, INC., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2001, dated March 12, 2002 have been audited by Amisano Hanson,
Chartered Accountants, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the company has 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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report, whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the Exchange Act since the end of the fiscal year covered by the
          annual report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

                                       9
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.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the terms
of the Stock Incentive Plan.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Insofar as indemnification of liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the company, the company has been informed that in the opinion of the commission
such indemnification is against public policy as expressed in the Securities Act
and, therefore, unenforceable. Article VI of the Articles of Incorporation and
Article VII of the Bylaws of the Company provide for indemnification. The
Company may purchase and maintain insurance for the benefit of its Directors and
Officers as such, as the Board of directors may from time to time determine.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.     EXHIBITS

         (a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:

EXHIBIT NO.             TITLE
----------              -----
 4.                     Not Applicable

 5.                     Opinion of Warren J. Soloski regarding the legality of
                        the securities registered.

10.                     Stock Incentive Plan

15.                     Not Required

23.1                   Consent of Warren J. Soloski, special counsel to
                       registrant, to the use of his opinion with respect to the
                       legality of the securities being registered hereby and to
                       the references to him in the Prospectus filed as a part
                       hereof.

                                       10
23.2                    Consent of Amisano & Company, Chartered Accountants

27.                     Not Required

28.                     Not Required

29.                     Not Required

ITEM 9.     UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised 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. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         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 to:

               (i) include any prospectus required by Section 10(a)(3) of the
               Securities Act;

               (ii) 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, represents a fundamental change in the
               information set forth in the registration statement; and

               (iii) 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, paragraphs (i) and (ii) shall not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is incorporated by reference from periodic reports
          filed by the registrant small business issuer under the Exchange Act.

                                       11
(2) That, for the purpose of determining any liability under the
          Securities Act, each post-effective amendment to 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) 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) To deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the requirements of
          Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
          and, where interim financial information required to be presented by
          Article 3 of Regulation S-X is not set forth in the prospectus, to
          deliver, or cause to be delivered to each person to whom the
          prospectus is sent or given, the latest quarterly report that is
          specifically incorporated by reference in the prospectus to provide
          such interim financial information.

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

                                   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
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 the City of Miami, FL 33179, on the 24th day of February, 2003.

                                            NAVIGATOR VENTURES, INC.
                                            (Registrant)

                                            By: /s/ Diane Perkins
                                                ------------------------
                                                Diane Perkins, President

                                       12
POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
Diane Perkins and Saul Fraynd or any of them as attorney's-in-fact with full
power of substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.

         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

      Signatures                Title                           Date
      ----------                -----                           ----

/s/ Diane Perkins           President/Chief Executive         Februrary 24, 2003
-----------------            Officer and Director
    Diane Perkins

/s/ Saul Frayed             Chief Operating Officer           Februrary 24, 2003
-----------------              and Director
    Saul Frayed

/s/ Jose F. Matto           CIO and Director                  Februrary 24, 2003
-----------------
    Jose F. Matto

                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

Exhibit Number
In Registration                                                     Numbered
Statement                   Description                               Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                   15

10.               Stock Incentive Plan                                 17

23.1              Consent of Warren J. Soloski                         27

23.2              Consent of Amisano Hanson, Chartered Accountants     28

                                       14