<HTML>

<head>
<TITLE>GoNetgen.com, Inc.</TITLE>
</head>

<body>

<table BORDER="0" CELLSPACING="1" WIDTH="680">
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="5"><b><p ALIGN="CENTER">SECURITIES AND EXCHANGE
    COMMISSION</b></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><b><p ALIGN="CENTER">Washington, DC 20549</b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><b><p ALIGN="CENTER">REGISTRATION STATEMENT</b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><b><p ALIGN="CENTER">ON FORM S-8</b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><b><p ALIGN="CENTER">UNDER</b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><b><p ALIGN="CENTER">THE SECURITIES ACT OF 1933</b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="4"><b><p ALIGN="CENTER">GONETGEN.COM, INC.</b></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="2"><p ALIGN="CENTER">(Exact name of Registrant as
    specified in its charter)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">&nbsp; </td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP"><u><b><p ALIGN="CENTER">Florida</b></u></td>
    <td WIDTH="50%" VALIGN="TOP"><u><b><p ALIGN="CENTER">65-0873448</b></u></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(State or other jurisdiction
    of incorporation or organization)</font></td>
    <td WIDTH="50%" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(IRS employer identification
    no.)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">&nbsp; </td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP"><u><b><p ALIGN="CENTER">6685 Forrest Hill Blvd. Suite 211, </b></u></td>
    <td WIDTH="50%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP"><u><b><p align="center">West Palm Beach, Fl</b></u></td>
    <td WIDTH="50%" VALIGN="TOP"><b><p align="center">77074</b></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(Address of principal
    executive offices)</font></td>
    <td WIDTH="50%" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(Zip Code)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">Compensation and Consulting
    Agreements</b></u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="2"><p ALIGN="CENTER">(full name of the plans)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">Derek Dunn</b></u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">GONETGEN.COM, Inc.</b></u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">6685 Forrest Hill Blvd. Suite 211</b></u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">West Palm Beach, Fl 77074</b></u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="2"><p ALIGN="CENTER">(Name and address of agent
    for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">(561) 641-2424</b></u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="2"><p ALIGN="CENTER">(Telephone number, including
    area code, of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><p align="left">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">Approximate Date of Commencement of
    Proposed Sales under the Plan</b>:</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="2"><p ALIGN="CENTER">As soon as practicable after
    this Registration Statement becomes effective</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><p align="left">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><u><b><p ALIGN="CENTER">Total Number of Pages</b>: 12</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2"><font SIZE="2"><p ALIGN="CENTER">Exhibit Index begins on
    sequentially numbered page: 6</font></td>
  </tr>
</TABLE>
<font SIZE="2"><b>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="center">CALCULATION OF REGISTRATION FEE</p>
</b></font>

<table BORDER="1" CELLSPACING="1" BORDERCOLOR="#808080" WIDTH="640" cellpadding="3">
  <tr>
    <td WIDTH="24%" VALIGN="TOP"><font SIZE="2"><b>Title of Securities to be Registered</b></font></td>
    <td WIDTH="14%" VALIGN="TOP"><font SIZE="2"><b>Amount to be Registered</b></font></td>
    <td WIDTH="21%" VALIGN="TOP"><font SIZE="2"><b>Proposed Maximum Offering Price per Share</b></font></td>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2"><b>Proposed Maximum Aggregate Offering Price</b></font></td>
    <td WIDTH="17%" VALIGN="TOP"><font SIZE="2"><b>Amount of Registration Fee</b></font></td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP"><font SIZE="2">Common Stock par value $.01</font></td>
    <td WIDTH="14%" VALIGN="TOP"><p align="center"><font SIZE="2">560,000(1)</font></td>
    <td WIDTH="21%" VALIGN="TOP"><p align="center"><font SIZE="2">$.90 (2)</font></td>
    <td WIDTH="25%" VALIGN="TOP"><p align="center"><font SIZE="2">$504,000</font></td>
    <td WIDTH="17%" VALIGN="TOP"><p align="center"><font SIZE="2">$133.00</font></td>
  </tr>
</TABLE>
<font SIZE="2"><b>

<p ALIGN="left">(1)</b> Represents shares issued pursuant to stock options granted to
officers, directors, employees, counsel and consultants providing services to the
Registrant and related to Registrant&#146;s business. Additional shares may be issued to
the officers, directors, consultants and counsel as set forth in this Registration
Statement plus such indeterminate number of shares pursuant to Rule 416 as may be issued
in respect to stock splits, stock dividends and other similar recapitalizations.</p>
<b>

<p ALIGN="JUSTIFY">(2)</b> Estimated solely for the purpose of calculating the
registration fee, based on the average of the bid and asked price of the Registrant's
Common Stock on July 10, 2000. The exercise price of the options of $.50 per share, was
based upon the average of the bid and asked price on the date the options were granted.</p>
</font><b><font SIZE="4">

<p ALIGN="CENTER">&nbsp;</p>
</font>

<p ALIGN="CENTER"><font SIZE="4">PART I</font></p>
<font SIZE="2">

<p ALIGN="CENTER">INFORMATION REQUIRED BY THE REGISTRATION STATEMENT</p>

<p>Item 1. Plan Information.</p>
</b>

<p ALIGN="JUSTIFY">GONETGEN.COM, INC. (hereinafter, the &quot;Registrant&quot;), since its
inception on October 22, 1998, has received services from Registrant&#146;s chairman/chief
executive officer, president, vice-president, chief financial officer, key employees,
directors, counsel and consultants relating to the development and operations of the
business of Registrant. In connection with the foregoing and as discussed below, the
Registrant has granted common stock purchase options as part of a benefit plan, pursuant
to arrangements for bona fide services rendered and to be rendered to the Registrant.
These arrangements involve the grant of options (the &quot;Options&quot;) and the issuance
of shares (the &quot;Option Shares&quot;) upon the exercise of Options, each at a price of
$.50, the closing bid price of the Registrant&#146;s shares on the date of the grant. </p>

<p ALIGN="JUSTIFY">The Registrant has granted Options exercisable at the fair market value
of Registrant&#146;s shares on the date of the grant to the following officers, directors,
employees, counsel and consultants:</p>

<p ALIGN="JUSTIFY">Julian Ferretti, chairman and chief executive officer of the
Registrant, was granted Options to purchase sixty thousand Option Shares. The grant of the
Options to Mr. Ferretti was based upon and in consideration for the continued services to
the Registrant; </p>

<p ALIGN="JUSTIFY">Derek Dunn, president, chief technical officer and a director of the
Registrant, was granted Options to purchase forty thousand Option Shares. This grant of
Options was based upon and in consideration for the continued services of Mr. Derek Dunn
to the Registrant;</p>

<p ALIGN="JUSTIFY">Lynn Dunn, vice-president-operations and a director of the Registrant,
was granted Options to purchase sixty thousand Option Shares. This Option was based upon
and in consideration for the continued services of Mr. Lynn Dunn to the Registrant and to
be continued to be provided to Registrant;</p>

<p ALIGN="JUSTIFY">Arvind Ajinkya, Treasurer and chief financial officer of the
Registrant, was granted Options to purchase ten thousand Option Shares, based upon and in
consideration for the continued services of Mr. Ajinkya to the Registrant;</p>

<p ALIGN="JUSTIFY">Vito Didio, an employee of the Registrant engaged in day-to-day
administration, was granted Options to purchase ten thousand Option Shares;</p>

<p ALIGN="JUSTIFY">Jeff Haynes, Registrant&#146;s media director, pursuant to the
Registrant was granted Options to purchase twenty thousand Option Shares;</p>

<p ALIGN="JUSTIFY">Larry Bell, Registrant&#146;s new marketing director for its Tampa, FL
office, was granted Options to purchase ten thousand Option Shares;</p>

<p ALIGN="JUSTIFY">Edward Muller, serving Registrant under a consulting agreement, was
granted Options to purchase twenty thousand Shares. The consulting agreement provides for
compensation to Mr. Muller in consideration for continued services to the Registrant
relating to marketing of the Registrant&#146;s business to business Internet
products/services, among other services;</p>

<p ALIGN="JUSTIFY">Thomas J. Craft, Jr., Esq., the Registrant&#146;s corporate securities
counsel, was granted Options to purchase one hundred twenty thousand Option Shares, and
Richard Rubin, the Registrant&#146;s Federal securities compliance consultant, was granted
Options to purchase one hundred twenty five thousand Option Shares. These Options were
based upon and in consideration for prior and continuing services to Registrant by its
counsel, Mr. Craft, and its consultant, Mr. Rubin and staff, in connection with Federal
securities matters, and the continued assistance by Messrs. Craft and Rubin in the filing
by the Registrant of reports required under the Securities Exchange Act of 1934, among
other securities related services. </p>

<p ALIGN="JUSTIFY">Mark Cohen, the Registrant&#146;s business relations consultant, was
granted Options to purchase seventy five thousand Option Shares. Mr. Cohen is responsible
for the Registrant&#146;s interrelation with the business and financial community, and
specifically with the dissemination of information regarding the Registrant&#146;s new
area development and the opening of new offices, among other services.</p>

<p ALIGN="JUSTIFY">Lydia Salas, Registrant&#146;s credit manager, was granted Options to
purchase ten thousand Option Shares. </p>
<b>

<p>&nbsp;</p>

<p>Item 2. Registrant Information and Employee Plan Annual Information.</p>
</b>

<p ALIGN="JUSTIFY">The Registrant shall provide the parties receiving Option Shares
pursuant to this registration statement, without charge, upon their written or oral
request, the documents incorporated reference in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide such parties, without charge, upon their
written or oral request, with all other documents required to be delivered to such parties
pursuant to Rule 428(b) under the Act. Any and all such requests shall be directed to the
Registrant at 6685 Forrest Hill Blvd. Suite 211, West Palm Beach, FL 77074.</p>
</font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<b><font SIZE="4">

<p ALIGN="CENTER">PART II</p>
</font><font SIZE="2">

<p ALIGN="CENTER">INFORMATION REQUIRED IN REGISTRATION STATEMENT</p>

<p>Item 3. Incorporation of Documents by Reference.</p>
</b>

<p ALIGN="JUSTIFY">The following<b> </b>documents filed with the Securities and Exchange
Commission are incorporated herein by reference:</p>
<b>

<p ALIGN="JUSTIFY">(a)</b> The Registrant&#146;s Form 10-SB, which contains the
Registrant&#146;s audited financial statements for its year ended December 31, 1998, filed
pursuant to the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;).</p>
<b>

<p ALIGN="JUSTIFY">(b)</b> The Registrant&#146;s Quarterly Reports on Form 10-QSB for the
periods ended June 30, 1999, September 30, 1999, and March 31, 2000 and Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1999, filed pursuant to
Section 13 or 15(d) of the Exchange Act.</p>
<b>

<p ALIGN="JUSTIFY">(c)</b> A description of the Registrant&#146;s common stock contained
in the exhibits to Registrant&#146;s Form 10-SB.</p>
<b>

<p ALIGN="JUSTIFY">(d)</b> All documents subsequently filed by the Registrant pursuant to
the Exchange Act prior to the filing of a post-effective amendment indicating that all
such securities then unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing such documents.</p>
<b>

<p>Item 4. Description of Securities.</p>
</b>

<p ALIGN="JUSTIFY">The Registrant has authorized 6,000,000 Shares of common stock, par
value $.01 (the &quot;Common Stock&quot;), of which 5,950,000 Shares are issued and
outstanding.</p>

<p ALIGN="JUSTIFY">Holders of Registrant&#146;s Common Stock are entitled to one vote per
Share on each matter submitted to a vote of stockholders. Shares of Common Stock do not
carry cumulative voting rights and, therefore, holders of the majority of the outstanding
shares of Common Stock are able to elect the entire board of directors and, if they do so,
minority stockholders would not be able to elect any members of the board of directors.
Holders of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of dividends.
During the last two fiscal years, the Registrant has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable future.</p>
<b>

<p>Item 5. Interests of Named Experts and Counsel.</p>
</b>

<p ALIGN="JUSTIFY">Thomas J. Craft, Jr., Esq., counsel to the Registrant in connection
with the preparation of this Registration Statement on Form S-8, is the record owner of
one hundred twenty thousand Option Shares that are being registered hereunder. </p>
<b>

<p>Item 6. Indemnification of Officers and Directors.</p>
</b>

<p>Not applicable.</p>
<b>

<p>Item 7. Exemption From Registration Claimed.</p>
</b>

<p>Not applicable.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
<b>

<p>Item 8. Exhibits:</p>
</b>

<p>Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed hereto:</p>

<p>Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.</p>

<p>Exhibit 23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the Opinion)</p>

<p>Exhibit 23.1 Consent of Mark Escoffery, P.A., Certified Public Accountant</p>
<b>

<p>Item 9. Undertakings:</p>
</b>

<p>The undersigned Registrants hereby undertakes:</p>
<b>

<p ALIGN="JUSTIFY">(a)</b> 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.</p>
<b>

<p ALIGN="JUSTIFY">(b)</b> To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.</p>
<b>

<p ALIGN="JUSTIFY">(c)</b> That for the purpose of determining any liability under the
Securities Act of 1933, as amended (the &quot;Act&quot;), 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.</p>
<b>

<p ALIGN="JUSTIFY">(d)</b> 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.</p>
<b>

<p ALIGN="JUSTIFY">(e)(i)</b> The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant&#146;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&#146;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.</p>
<b>

<p ALIGN="JUSTIFY">(e)(ii)</b> Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Registrant pursuant any action of the Registrant, 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 against such liabilities (other than
payment by the Registrant of expenses paid or incurred 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.</p>
<b>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">EXHIBIT INDEX</p>
</b></font>

<table CELLSPACING="0" BORDER="0" CELLPADDING="1" WIDTH="584">
  <tr>
    <td WIDTH="29%" VALIGN="MIDDLE"><p ALIGN="CENTER">EXHIBIT NUMBER</td>
    <td WIDTH="71%" VALIGN="MIDDLE"><p align="center">ITEM</td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="MIDDLE"><font SIZE="2"><p ALIGN="CENTER">5</font></td>
    <td WIDTH="71%" VALIGN="MIDDLE"><font SIZE="2">Opinion of Thomas J. Craft, Jr., Esq.</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="MIDDLE"><font SIZE="2"><p ALIGN="CENTER">23</font></td>
    <td WIDTH="71%" VALIGN="MIDDLE"><font SIZE="2">Consent of Thomas J. Craft, Jr., Esq.
    (Contained in Opinion)</font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="MIDDLE"><font SIZE="2"><p ALIGN="CENTER">23.1</font></td>
    <td WIDTH="71%" VALIGN="MIDDLE"><font SIZE="2">Consent of Mark Escoffery, Certified Public
    Accountant</font></td>
  </tr>
</TABLE>
<font SIZE="2"><b>

<p>&nbsp;</p>
</b></font>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
<b><font SIZE="2">

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">EXHIBIT 5</p>
</font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<font SIZE="2">

<p>&nbsp;</p>
</font><font SIZE="4">

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
</font></b>

<table border="0" width="100%">
  <tr>
    <td width="100%" align="center"><b><font SIZE="4">Thomas J. Craft, Jr., Esq.</font></b></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font SIZE="2">301 Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font SIZE="2">The Galleria Building</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="2"><p ALIGN="CENTER">West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font SIZE="1">Phone: (561) 651-7336 Fax: (561)
    655-3202</font></td>
  </tr>
</TABLE>
<font SIZE="1">

<p ALIGN="CENTER">&nbsp;</p>
</font><font SIZE="2">

<table border="0" width="100%">
  <tr>
    <td width="100%"><p ALIGN="RIGHT">July 10, 2000</td>
  </tr>
  <tr>
    <td width="100%"><b>Securities and Exchange Commission</b></td>
  </tr>
  <tr>
    <td width="100%"><b>450 Fifth Street, NW</b></td>
  </tr>
  <tr>
    <td width="100%"><b>Washington, DC 20549</b></td>
  </tr>
</TABLE>
<b>

<p>&nbsp;</p>

<p>Re: GONETGEN.COM, Inc.</p>

<p>Registration Statement on Form S-8</p>
</b>

<p>Gentlemen:</p>

<p ALIGN="JUSTIFY">I have been requested by GONETGEN.COM, Inc. (the
&quot;Registrant&quot;) to furnish an opinion as to matters hereinafter set forth in
connection with this registration statement on Form S-8 under the Securities Act of 1933,
as amended (the &quot;Act&quot;), covering a total of 560,000 shares of common stock,
which shares are being issued in connection with the grant of options to officers,
directors, employees, counsel and consultants providing services to the Registrant.</p>

<p ALIGN="JUSTIFY">In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in this registration statement, and have determined
that the Registrant is current in its reporting requirements under the Securities Exchange
Act of 1934. I have further determined that the shares have been legally issued, fully
paid and non-assessable. Further, the Registrant has duly authorized the issuance of the
shares and the filing of this registration statement on Form S-8 under the Act.</p>

<p ALIGN="JUSTIFY">I hereby consent to the inclusion of this opinion in the registration
statement on Form S-8 being duly filed with the Securities and Exchange Commission.</p>

<p>&nbsp;</p>

<p>Very truly yours,</p>

<p>&nbsp;</p>
<u>

<p>/s/ Thomas J. Craft, Esq.</p>
</u>

<p>Thomas J. Craft</p>
<b>

<p>&nbsp;</p>
</b></font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<font SIZE="2"><b>

<p ALIGN="CENTER">EXHIBIT 23</p>
</b></font>

<p ALIGN="CENTER">(Contained in Opinion-Exhibit 5)</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<b><font SIZE="2">

<p>&nbsp;</p>
</font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<font SIZE="2">

<p ALIGN="CENTER">EXHIBIT 23.1</p>
</font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<font SIZE="2">

<p>&nbsp;</p>
</font>

<p>&nbsp;</p>

<p>&nbsp;</p>
<font SIZE="2"><u>

<p ALIGN="CENTER">EXHIBIT 23.1</p>
</u></b>

<p ALIGN="CENTER">&nbsp;</p>
<b>

<p ALIGN="CENTER">CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT</p>
</b>

<p>I previously issued my report, accompanying the financial statements of the Registrant
for the year ended December 31, 1999, dated April 3, 2000, filed with the
Registrant&#146;s Form 10-KSB. I hereby consent to the incorporation by reference of said
report in the registration statement on Form S-8 filed with the Securities and Exchange
Commission by the Registrant.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
<u>

<p>/s/ Mark Escoffery, P.A., Certified Public Accountant</p>
</u>

<p>MARK ESCOFFERY, P.A.</p>

<p>&nbsp;</p>

<p>July 10, 2000</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<b>

<p>&nbsp;</p>
</font>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<font SIZE="2"><u>

<p ALIGN="CENTER">SIGNATURES</p>

<p>&nbsp;</p>
</u></b>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West
Palm Beach, State of Florida, on the 10th day of July, 2000.</p>

<p>&nbsp;</p>
<u>

<p>/s/ Julian Ferretti</p>
</u>

<p>By: Julian Ferretti Title: Chief Executive Officer and Chairman</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed by the following person in the capacity and on the
date indicated</p>

<p ALIGN="CENTER">&nbsp;</p>

<p>Dated: West Palm Beach, FL</p>

<p>July 10, 2000</p>
<u>

<p>/s/ Julian Ferretti</p>
</u>

<p>By: Julian Ferretti </p>

<p>Title: Chief Executive Officer and Chairman</p>
<b>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
</b></font>
</body>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "0001.htm", "secsgml_size_bytes": 26776}]
{"company-data": {"conformed-name": "GONETGEN COM INC", "cik": "0001084883", "assigned-sic": "7389", "irs-number": "650873448", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41222", "film-number": "671590"}, "business-address": {"street1": "6685 FORREST HILL BLVD", "street2": "SUITE 211", "city": "WEST PALM BEACH", "state": "FL", "zip": "33415", "phone": "5616555351"}, "mail-address": {"street1": "6685 FORREST HILL BLVD", "street2": "SUITE 33415", "city": "WEST PALM BEACH", "state": "FL", "zip": "33415"}, "former-company": {"former-conformed-name": "NETGEN 2000 INC", "date-changed": "19990602"}}
GoNetgen.com, Inc.
SECURITIES AND EXCHANGE
    COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
GONETGEN.COM, INC.
(Exact name of Registrant as
    specified in its charter)
Florida
65-0873448
(State or other jurisdiction
    of incorporation or organization)
(IRS employer identification
    no.)
6685 Forrest Hill Blvd. Suite 211,
West Palm Beach, Fl
77074
(Address of principal
    executive offices)
(Zip Code)
Compensation and Consulting
    Agreements
(full name of the plans)
Derek Dunn
GONETGEN.COM, Inc.
6685 Forrest Hill Blvd. Suite 211
West Palm Beach, Fl 77074
(Name and address of agent
    for service)
(561) 641-2424
(Telephone number, including
    area code, of agent for service)
Approximate Date of Commencement of
    Proposed Sales under the Plan
:
As soon as practicable after
    this Registration Statement becomes effective
Total Number of Pages
: 12
Exhibit Index begins on
    sequentially numbered page: 6
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.01
560,000(1)
$.90 (2)
$504,000
$133.00
(1)
Represents shares issued pursuant to stock options granted to
officers, directors, employees, counsel and consultants providing services to the
Registrant and related to Registrant's business. Additional shares may be issued to
the officers, directors, consultants and counsel as set forth in this Registration
Statement plus such indeterminate number of shares pursuant to Rule 416 as may be issued
in respect to stock splits, stock dividends and other similar recapitalizations.
(2)
Estimated solely for the purpose of calculating the
registration fee, based on the average of the bid and asked price of the Registrant's
Common Stock on July 10, 2000. The exercise price of the options of $.50 per share, was
based upon the average of the bid and asked price on the date the options were granted.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
GONETGEN.COM, INC. (hereinafter, the "Registrant"), since its
inception on October 22, 1998, has received services from Registrant's chairman/chief
executive officer, president, vice-president, chief financial officer, key employees,
directors, counsel and consultants relating to the development and operations of the
business of Registrant. In connection with the foregoing and as discussed below, the
Registrant has granted common stock purchase options as part of a benefit plan, pursuant
to arrangements for bona fide services rendered and to be rendered to the Registrant.
These arrangements involve the grant of options (the "Options") and the issuance
of shares (the "Option Shares") upon the exercise of Options, each at a price of
$.50, the closing bid price of the Registrant's shares on the date of the grant.
The Registrant has granted Options exercisable at the fair market value
of Registrant's shares on the date of the grant to the following officers, directors,
employees, counsel and consultants:
Julian Ferretti, chairman and chief executive officer of the
Registrant, was granted Options to purchase sixty thousand Option Shares. The grant of the
Options to Mr. Ferretti was based upon and in consideration for the continued services to
the Registrant;
Derek Dunn, president, chief technical officer and a director of the
Registrant, was granted Options to purchase forty thousand Option Shares. This grant of
Options was based upon and in consideration for the continued services of Mr. Derek Dunn
to the Registrant;
Lynn Dunn, vice-president-operations and a director of the Registrant,
was granted Options to purchase sixty thousand Option Shares. This Option was based upon
and in consideration for the continued services of Mr. Lynn Dunn to the Registrant and to
be continued to be provided to Registrant;
Arvind Ajinkya, Treasurer and chief financial officer of the
Registrant, was granted Options to purchase ten thousand Option Shares, based upon and in
consideration for the continued services of Mr. Ajinkya to the Registrant;
Vito Didio, an employee of the Registrant engaged in day-to-day
administration, was granted Options to purchase ten thousand Option Shares;
Jeff Haynes, Registrant's media director, pursuant to the
Registrant was granted Options to purchase twenty thousand Option Shares;
Larry Bell, Registrant's new marketing director for its Tampa, FL
office, was granted Options to purchase ten thousand Option Shares;
Edward Muller, serving Registrant under a consulting agreement, was
granted Options to purchase twenty thousand Shares. The consulting agreement provides for
compensation to Mr. Muller in consideration for continued services to the Registrant
relating to marketing of the Registrant's business to business Internet
products/services, among other services;
Thomas J. Craft, Jr., Esq., the Registrant's corporate securities
counsel, was granted Options to purchase one hundred twenty thousand Option Shares, and
Richard Rubin, the Registrant's Federal securities compliance consultant, was granted
Options to purchase one hundred twenty five thousand Option Shares. These Options were
based upon and in consideration for prior and continuing services to Registrant by its
counsel, Mr. Craft, and its consultant, Mr. Rubin and staff, in connection with Federal
securities matters, and the continued assistance by Messrs. Craft and Rubin in the filing
by the Registrant of reports required under the Securities Exchange Act of 1934, among
other securities related services.
Mark Cohen, the Registrant's business relations consultant, was
granted Options to purchase seventy five thousand Option Shares. Mr. Cohen is responsible
for the Registrant's interrelation with the business and financial community, and
specifically with the dissemination of information regarding the Registrant's new
area development and the opening of new offices, among other services.
Lydia Salas, Registrant's credit manager, was granted Options to
purchase ten thousand Option Shares.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the parties receiving Option Shares
pursuant to this registration statement, without charge, upon their written or oral
request, the documents incorporated reference in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide such parties, without charge, upon their
written or oral request, with all other documents required to be delivered to such parties
pursuant to Rule 428(b) under the Act. Any and all such requests shall be directed to the
Registrant at 6685 Forrest Hill Blvd. Suite 211, West Palm Beach, FL 77074.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following
documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a)
The Registrant's Form 10-SB, which contains the
Registrant's audited financial statements for its year ended December 31, 1998, filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").
(b)
The Registrant's Quarterly Reports on Form 10-QSB for the
periods ended June 30, 1999, September 30, 1999, and March 31, 2000 and Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1999, filed pursuant to
Section 13 or 15(d) of the Exchange Act.
(c)
A description of the Registrant's common stock contained
in the exhibits to Registrant's Form 10-SB.
(d)
All documents subsequently filed by the Registrant pursuant to
the Exchange Act prior to the filing of a post-effective amendment indicating that all
such securities then unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
The Registrant has authorized 6,000,000 Shares of common stock, par
value $.01 (the "Common Stock"), of which 5,950,000 Shares are issued and
outstanding.
Holders of Registrant's Common Stock are entitled to one vote per
Share on each matter submitted to a vote of stockholders. Shares of Common Stock do not
carry cumulative voting rights and, therefore, holders of the majority of the outstanding
shares of Common Stock are able to elect the entire board of directors and, if they do so,
minority stockholders would not be able to elect any members of the board of directors.
Holders of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of dividends.
During the last two fiscal years, the Registrant has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Thomas J. Craft, Jr., Esq., counsel to the Registrant in connection
with the preparation of this Registration Statement on Form S-8, is the record owner of
one hundred twenty thousand Option Shares that are being registered hereunder.
Item 6. Indemnification of Officers and Directors.
Not applicable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed hereto:
Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.
Exhibit 23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the Opinion)
Exhibit 23.1 Consent of Mark Escoffery, P.A., Certified Public Accountant
Item 9. Undertakings:
The undersigned Registrants hereby undertakes:
(a)
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.
(b)
To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(c)
That for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(d)
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.
(e)(i)
The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as amended, 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.
(e)(ii)
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Registrant pursuant any action of the Registrant, 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 against such liabilities (other than
payment by the Registrant of expenses paid or incurred 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.
EXHIBIT INDEX
EXHIBIT NUMBER
ITEM
5
Opinion of Thomas J. Craft, Jr., Esq.
23
Consent of Thomas J. Craft, Jr., Esq.
    (Contained in Opinion)
23.1
Consent of Mark Escoffery, Certified Public
    Accountant
EXHIBIT 5
Thomas J. Craft, Jr., Esq.
301 Clematis Street, Suite 3000
The Galleria Building
West Palm Beach, FL 33401
Phone: (561) 651-7336 Fax: (561)
    655-3202
July 10, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: GONETGEN.COM, Inc.
Registration Statement on Form S-8
Gentlemen:
I have been requested by GONETGEN.COM, Inc. (the
"Registrant") to furnish an opinion as to matters hereinafter set forth in
connection with this registration statement on Form S-8 under the Securities Act of 1933,
as amended (the "Act"), covering a total of 560,000 shares of common stock,
which shares are being issued in connection with the grant of options to officers,
directors, employees, counsel and consultants providing services to the Registrant.
In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in this registration statement, and have determined
that the Registrant is current in its reporting requirements under the Securities Exchange
Act of 1934. I have further determined that the shares have been legally issued, fully
paid and non-assessable. Further, the Registrant has duly authorized the issuance of the
shares and the filing of this registration statement on Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in the registration
statement on Form S-8 being duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Esq.
Thomas J. Craft
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
EXHIBIT 23.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I previously issued my report, accompanying the financial statements of the Registrant
for the year ended December 31, 1999, dated April 3, 2000, filed with the
Registrant's Form 10-KSB. I hereby consent to the incorporation by reference of said
report in the registration statement on Form S-8 filed with the Securities and Exchange
Commission by the Registrant.
/s/ Mark Escoffery, P.A., Certified Public Accountant
MARK ESCOFFERY, P.A.
July 10, 2000
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West
Palm Beach, State of Florida, on the 10th day of July, 2000.
/s/ Julian Ferretti
By: Julian Ferretti Title: Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed by the following person in the capacity and on the
date indicated
Dated: West Palm Beach, FL
July 10, 2000
/s/ Julian Ferretti
By: Julian Ferretti
Title: Chief Executive Officer and Chairman