FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             INNERSPACE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                                58-2504254
--------------------------------------------------------------------------------
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)


      201 Allen Road NE, Suite 310, Atlanta, Georgia        30328
 -------------------------------------------------------------------------------
        (Address of Principal Executive Offices)          (Zip Code)


                InnerSpace Corporation 2002 Stock Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


                                  Robert Arkin
                             Chief Executive Officer
                             InnerSpace Corporation
                          201 Allen Road NE, Suite 310
                             Atlanta, Georgia 30328
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (404) 781-0289
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                                             CALCULATION OF REGISTRATION FEE

 Title of securities to     Proposed maximum        Proposed maximum      Amount of aggregate       Amount of
     be registered            Amount to be         offering price per     offering price (3)      registration (3)
                             registered (1)             unit (3)
<S>                         <C>                    <C>                   <C>                      <C>
Common stock, $.0001
par value per share           4,000,000(2)                $0.50              $2,000,000               $500.00



(1)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the InnerSpace Corporation 2002 Stock Incentive Plan as the result
         of stock splits, stock dividends or similar adjustments of the
         outstanding shares of common stock of InnerSpace Corporation pursuant
         to Rule 416 of the Securities Act of 1933, as amended.

(2)      Represents the total number of shares currently reserved under the
         InnerSpace Corporation 2002 Stock Incentive Plan.

(3)      Estimated solely for the purpose of calculating the amount of the
         registration fee in accordance with Rule 457 under the Securities Act
         of 1933, as amended. The offering price is calculated pursuant to Rule
         457(c) based on the average of the high and low sales prices ($0.50 per
         share) of the Common Stock of the Registrant on the National
         Association of Securities Dealers' Over-the-Counter Bulletin Board on
         January 8, 2002.
</TABLE>


                                       2
<PAGE>


          PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information for InnerSpace Corporation
(the "Registrant") specified in this Item 1 will be sent or given to directors,
employees and consultants who receive awards under the InnerSpace Corporation
2002 Stock Incentive Plan (the "Plan"). In accordance with Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act") and Rules 424 and 428
promulgated under the Securities Act by the Securities and Exchange Commission
(the "Commission"), such documents are not being filed with, or included in,
this Registration Statement on Form S-8 (the "Registration Statement").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to directors, employees and consultants who have received
awards under the Plan. In accordance with Section 10(a) of the Securities Act
and Rules 424 and 428 thereunder, such documents are not being filed with, or
included in, this Registration Statement.



                                       3
<PAGE>


          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Commission by
the Registrant, are incorporated by reference in this Registration Statement.
The information incorporated by reference is considered to be part of this
Registration Statement, and information that the Registrant files later with the
Commission will automatically update and supersede this information. The
Registrant incorporates by reference the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Such future
filings shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such document.

                  (a) (1) The Registrant's quarterly report on Form 10-QSB for
         the quarter ended May 31, 2001, filed with the Commission by the
         Registrant on November 7, 2001; and

                      (2) The Registrant's quarterly report on Form 10-QSB for
         the quarter ended August 31, 2001, filed with the Commission by the
         Registrant on November 7, 2001.

                  (b) The description of the Registrant's common stock contained
         in the Registrant's Registration Statement on Form SB-2, filed on March
         28, 2001 and amended on March 29, 2001, May 4, 2001, June 15, 2001 and
         July 5, 2001 (File No. 333-577818).

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the common stock has been passed upon by Raiford &
Dixon, LLP, Atlanta, Georgia.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such, is as follows:


                                       4
<PAGE>

                  (a) Section 145 of the Delaware General Corporation Law
         authorizes, inter alia, a corporation to indemnify any person
         ("indemnitee") who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action, suit or
         proceeding, by or in the right of the corporation), by reason of the
         fact that such person is or was an officer or director of such
         corporation, or is or was serving at the request of such corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise. The amounts paid
         in settlement actually and reasonably incurred by such person in
         connection with such action, suit or proceeding, provided that he acted
         in good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the corporation and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful. A Delaware corporation may indemnify past or
         present officers and directors of such corporation or of another
         corporation or other enterprise at the former corporation's request, in
         an action by or in the right of the corporation to procure a judgment
         in its favor under the same conditions, except that no indemnification
         is permitted without judicial approval if such person is adjudged to be
         liable to the corporation. Where an officer or director is successful
         on the merits or otherwise in defense of any action referred to above,
         or in defense of any claim, issue or matter therein, the corporation
         must indemnify him against the expenses (including attorney's fees)
         which he actually and reasonably incurred in connection therewith.
         Section 145 further provides that any indemnification shall be made by
         the corporation only as authorized in each specific case upon a
         determination by the (i) stockholders, (ii) board of directors by a
         majority vote of a quorum consisting of directors who were not parties
         to such action, suit or proceeding or (iii) independent counsel if a
         quorum of disinterested directors so directs. Section 145 provides that
         indemnification pursuant to its provisions is not exclusive of other
         rights of indemnification to which a person may be entitled under any
         bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise.

                  Section 145 of the DGCL also empowers the Company to purchase
         and maintain insurance on behalf of any person who is or was an officer
         or director of the Company against liability asserted against or
         incurred by him in any such capacity, whether or not the Company would
         have the power to indemnify such officer or director against such
         liability under the provisions of Section 145. The Company intends to
         purchase and maintain a directors' and officers' liability policy for
         such purposes.

                  (b) The Certificate of Incorporation and Bylaws of the Company
         generally allow indemnification of officers and directors to the
         fullest extent allowed by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       5
<PAGE>

ITEM 8.  EXHIBITS.

Exhibits

4.1  InnerSpace Corporation 2002 Stock Incentive Plan (the "Plan")

5.1  Opinion of Raiford & Dixon, LLP regarding the legality of the securities
     being registered by the Registrant.

23.1 Consent of Raiford & Dixon, LLP (included in Exhibit 5.1 hereof)

23.2 Consent of Kingery, Crouse & Hohl, P.A.

ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes that:

                  (a) for purposes of determining any liability under the
         Securities Act, each filing of the Registrant's annual report pursuant
         to Section 13(a) or Section 15(d) of the Exchange Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Exchange Act) that is incorporated by
         reference in 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.

                  (b) Insofar as indemnification for liabilities arising under
         the Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       6
<PAGE>


                                   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 Atlanta, State of Georgia, on January 9, 2002.

                                     INNERSPACE CORPORATION



                                     By:       /s/ Robert Arkin
                                        --------------------------------
                                              Robert Arkin
                                              Chief Executive Officer

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


       Signature                        Title                    Date
       ---------                        -----                    ----

/s/ Robert Arkin                       Director               January 9, 2002
---------------------------
    Robert Arkin

/s/ Christopher Creed                  Director               January 9, 2002
---------------------------
    Christopher Creed







                                       7

<PAGE>


                                  EXHIBIT INDEX

Exhibits

4.1  InnerSpace Corporation 2002 Stock Incentive Plan (the "Plan")

5.1  Opinion of Raiford & Dixon, LLP regarding the legality of the securities
     being registered by the Registrant.

23.1 Consent of Raiford & Dixon, LLP (included in Exhibit 5.1 hereof)

23.2 Consent of Kingery, Crouse & Hohl, P.A.








                                       8
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FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             INNERSPACE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                                58-2504254
--------------------------------------------------------------------------------
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)

      201 Allen Road NE, Suite 310, Atlanta, Georgia        30328
 -------------------------------------------------------------------------------
        (Address of Principal Executive Offices)          (Zip Code)

                InnerSpace Corporation 2002 Stock Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                  Robert Arkin
                             Chief Executive Officer
                             InnerSpace Corporation
                          201 Allen Road NE, Suite 310
                             Atlanta, Georgia 30328
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (404) 781-0289
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

 Title of securities to     Proposed maximum        Proposed maximum      Amount of aggregate       Amount of
     be registered            Amount to be         offering price per     offering price (3)      registration (3)
                             registered (1)             unit (3)
Common stock, $.0001
par value per share           4,000,000(2)                $0.50              $2,000,000               $500.00

(1)      Together with an indeterminate number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the InnerSpace Corporation 2002 Stock Incentive Plan as the result
         of stock splits, stock dividends or similar adjustments of the
         outstanding shares of common stock of InnerSpace Corporation pursuant
         to Rule 416 of the Securities Act of 1933, as amended.

(2)      Represents the total number of shares currently reserved under the
         InnerSpace Corporation 2002 Stock Incentive Plan.

(3)      Estimated solely for the purpose of calculating the amount of the
         registration fee in accordance with Rule 457 under the Securities Act
         of 1933, as amended. The offering price is calculated pursuant to Rule
         457(c) based on the average of the high and low sales prices ($0.50 per
         share) of the Common Stock of the Registrant on the National
         Association of Securities Dealers' Over-the-Counter Bulletin Board on
         January 8, 2002.
2
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information for InnerSpace Corporation
(the "Registrant") specified in this Item 1 will be sent or given to directors,
employees and consultants who receive awards under the InnerSpace Corporation
2002 Stock Incentive Plan (the "Plan"). In accordance with Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act") and Rules 424 and 428
promulgated under the Securities Act by the Securities and Exchange Commission
(the "Commission"), such documents are not being filed with, or included in,
this Registration Statement on Form S-8 (the "Registration Statement").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to directors, employees and consultants who have received
awards under the Plan. In accordance with Section 10(a) of the Securities Act
and Rules 424 and 428 thereunder, such documents are not being filed with, or
included in, this Registration Statement.

                                       3
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Commission by
the Registrant, are incorporated by reference in this Registration Statement.
The information incorporated by reference is considered to be part of this
Registration Statement, and information that the Registrant files later with the
Commission will automatically update and supersede this information. The
Registrant incorporates by reference the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Such future
filings shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such document.

                  (a) (1) The Registrant's quarterly report on Form 10-QSB for
         the quarter ended May 31, 2001, filed with the Commission by the
         Registrant on November 7, 2001; and

                      (2) The Registrant's quarterly report on Form 10-QSB for
         the quarter ended August 31, 2001, filed with the Commission by the
         Registrant on November 7, 2001.

                  (b) The description of the Registrant's common stock contained
         in the Registrant's Registration Statement on Form SB-2, filed on March
         28, 2001 and amended on March 29, 2001, May 4, 2001, June 15, 2001 and
         July 5, 2001 (File No. 333-577818).

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the common stock has been passed upon by Raiford &
Dixon, LLP, Atlanta, Georgia.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such, is as follows:

                                       4
(a) Section 145 of the Delaware General Corporation Law
         authorizes, inter alia, a corporation to indemnify any person
         ("indemnitee") who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action, suit or
         proceeding, by or in the right of the corporation), by reason of the
         fact that such person is or was an officer or director of such
         corporation, or is or was serving at the request of such corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise. The amounts paid
         in settlement actually and reasonably incurred by such person in
         connection with such action, suit or proceeding, provided that he acted
         in good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the corporation and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful. A Delaware corporation may indemnify past or
         present officers and directors of such corporation or of another
         corporation or other enterprise at the former corporation's request, in
         an action by or in the right of the corporation to procure a judgment
         in its favor under the same conditions, except that no indemnification
         is permitted without judicial approval if such person is adjudged to be
         liable to the corporation. Where an officer or director is successful
         on the merits or otherwise in defense of any action referred to above,
         or in defense of any claim, issue or matter therein, the corporation
         must indemnify him against the expenses (including attorney's fees)
         which he actually and reasonably incurred in connection therewith.
         Section 145 further provides that any indemnification shall be made by
         the corporation only as authorized in each specific case upon a
         determination by the (i) stockholders, (ii) board of directors by a
         majority vote of a quorum consisting of directors who were not parties
         to such action, suit or proceeding or (iii) independent counsel if a
         quorum of disinterested directors so directs. Section 145 provides that
         indemnification pursuant to its provisions is not exclusive of other
         rights of indemnification to which a person may be entitled under any
         bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise.

                  Section 145 of the DGCL also empowers the Company to purchase
         and maintain insurance on behalf of any person who is or was an officer
         or director of the Company against liability asserted against or
         incurred by him in any such capacity, whether or not the Company would
         have the power to indemnify such officer or director against such
         liability under the provisions of Section 145. The Company intends to
         purchase and maintain a directors' and officers' liability policy for
         such purposes.

                  (b) The Certificate of Incorporation and Bylaws of the Company
         generally allow indemnification of officers and directors to the
         fullest extent allowed by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       5
ITEM 8.  EXHIBITS.

Exhibits

4.1  InnerSpace Corporation 2002 Stock Incentive Plan (the "Plan")

5.1  Opinion of Raiford & Dixon, LLP regarding the legality of the securities
     being registered by the Registrant.

23.1 Consent of Raiford & Dixon, LLP (included in Exhibit 5.1 hereof)

23.2 Consent of Kingery, Crouse & Hohl, P.A.

ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes that:

                  (a) for purposes of determining any liability under the
         Securities Act, each filing of the Registrant's annual report pursuant
         to Section 13(a) or Section 15(d) of the Exchange Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Exchange Act) that is incorporated by
         reference in 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.

                  (b) Insofar as indemnification for liabilities arising under
         the Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       6
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 Atlanta, State of Georgia, on January 9, 2002.

                                     INNERSPACE CORPORATION

                                     By:       /s/ Robert Arkin
                                        --------------------------------
                                              Robert Arkin
                                              Chief Executive Officer

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

       Signature                        Title                    Date
       ---------                        -----                    ----

/s/ Robert Arkin                       Director               January 9, 2002
---------------------------
    Robert Arkin

/s/ Christopher Creed                  Director               January 9, 2002
---------------------------
    Christopher Creed

                                       7
EXHIBIT INDEX

Exhibits

4.1  InnerSpace Corporation 2002 Stock Incentive Plan (the "Plan")

5.1  Opinion of Raiford & Dixon, LLP regarding the legality of the securities
     being registered by the Registrant.

23.1 Consent of Raiford & Dixon, LLP (included in Exhibit 5.1 hereof)

23.2 Consent of Kingery, Crouse & Hohl, P.A.

                                       8