<HTML><HEAD><TITLE>Elast Technologies S8 for C&F</TITLE>
</HEAD>
<BODY>
<H1>
<CENTER><B>UNITED STATES<BR>SECURITIES AND EXCHANGE COMMISSION</B>
<CENTER></H1>
<H4>
<CENTER><B>Washington, D.C. 20549</B></CENTER></H4>
<P align=center><FONT face="Times New Roman" size=+2><B>FORM S-8</B></P>
<P align=center><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933</B></FONT></P>
<P align=center><FONT face="Times New Roman" size=+4><B><U>Elast Technologies,
Inc.</U></B></FONT><BR><FONT face="Times New Roman" size=+2>(Exact name of
registrant as specified in its charter)</P>
<TABLE border=0 cellSpacing=0>
  <CENTER>
  <TR>
    <TD align=middle vAlign=top width=288><FONT face="Times New Roman"
      size=+2><U><B>Nevada</B></U><BR>(State of Incorporation)</FONT></TD>
    <TD align=middle vAlign=top width=282><FONT face="Times New Roman"
      size=+2><U><B>88-0380544</B></U><BR>(I.R.S. Employer ID
  No.)</FONT></TD></TR></CENTER></TABLE>
<P></P>
<TABLE border=0 cellSpacing=0>
  <CENTER>
  <TR>
    <TD align=left vAlign=top width=437><FONT face="Times New Roman"
      size=+2><U><B>2505 Rancho Bel Air, Las Vegas, Nevada</B></U><BR>(Address
      of Principal Executive Offices)</FONT> </TD>
    <TD align=right vAlign=top width=211><FONT face="Times New Roman"
      size=+2><U><B>89107</B></U><BR>(Zip Code)</FONT>
</TD></TR></CENTER></TABLE>
<P align=center><FONT face="Times New Roman" size=+3><B><U>Legal and Consulting
Plan</U></B></FONT><BR><FONT face="Times New Roman" size=+2>(Full title of the
Plan)</FONT>
<P align=center><FONT face="Times New Roman" size=+2><U>Chapman &amp; Flanagan,
Ltd., 2080 E. Flamingo Rd., Suite 112, Las Vegas, NV 89119<BR></U>(Name and
address of agent for service)</P>
<P align=center><U>(702) 650-5660<BR></U>(Telephone number, including area code,
of agent for service)</P>
<P align=center>Calculation of Registration Fee</FONT></P>
<TABLE border=1 cellPadding=0 cellSpacing=0>
  <CENTER>
  <TR>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>Title of Securities to be Registered</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>Amount to be Registered</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>Proposed Maximum Offering Price Per Share <SUP>(1)</SUP></FONT>
</TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>Proposed Aggregate Offering Price</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>Amount of Registration Fee</FONT> </TD></TR>
  <TR>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>Common Stock</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>100,000 Shares</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>$0.75</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>$75,000.00</FONT> </TD>
    <TD align=middle vAlign=top width=128><FONT face="Times New Roman"
      size=+2>$19.80</FONT> </FONT></TD></TR></CENTER></TABLE>
<DIV align=justify>
<P align=justify><SUP><FONT face="Times New Roman" size=+2>(1)</SUP> The
Offering Price is used solely for purposes of estimating the registration fee
pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities Act
of 1933. The Offering Price is estimated as the average of the bid and asked
prices on September 7, 2000.</P>
<P align=center><B>Part I<BR>Information Required in the Section 10(a)
Prospectus</B></P>
<P align=justify>Item 1. Plan Information</P>
<P align=justify>The Company is offering shares of its common stock to various
individuals for legal and consulting services performed on the Company's behalf.
This issuance of shares is being made pursuant to a Legal Plan (the "Plan")
adopted by the Board of Directors on September 7, 2000. The Board has equated
this number of shares to the value of the legal services provided or to be
provided by these individuals. The shares issued hereunder will not be subject
to any resale restrictions. The Plan is not qualified under ERISA. The following
individuals will receive the number of shares listed next to their
names:</FONT></P>
<TABLE border=0 cellSpacing=0>
  <TR>
    <TD align=left vAlign=top width=168><FONT face="Times New Roman"
      size=+2>Daniel G. Chapman</FONT> </TD>
    <TD align=right vAlign=top width=341><FONT face="Times New Roman"
      size=+2>50,000 shares for legal services</FONT> </TD></TR>
  <TR>
    <TD align=left vAlign=top width=168><FONT face="Times New Roman"
      size=+2>Sean P. Flanagan</FONT> </TD>
    <TD align=right vAlign=top width=341><FONT face="Times New Roman"
      size=+2>50,000 shares for legal services</FONT> </TD></TR></TABLE>
<P align=center><FONT face="Times New Roman" size=+2><B>Item 2. Registrant
Information and Employee Plan Annual Information</B></FONT></P>
<P align=justify><FONT face="Times New Roman" size=+2>The participants shall
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.</FONT></P>
<P align=center><FONT face="Times New Roman" size=+2><B>Part II<BR>Information
Required in the Registration Statement</B></P>
<P align=justify><B>Item 3. Incorporation of Documents by Reference.</B></P>
<P align=justify>The following are hereby incorporated by reference:</P>
<P align=justify>The registrant's Articles of Incorporation as filed with the
Amended Form 10-SB on August 2, 1999.</P>
<P align=justify>The registrant's By-Laws as filed with the Amended Form 10-SB
on August 2, 1999.</P>
<P align=justify>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 registration
documents referred to above.</P>
<P align=justify><B>Item 4. Description of Securities.</B></P>
<P align=justify>Not Applicable.</P>
<P align=justify><B>Item 5. Interest of Named Experts and Counsel.</B></P>
<P align=justify>The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant. Neither the
Registrant's Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.</P>
<P align=justify><B>Item 6. Indemnification of Directors and Officers.</B></P>
<P align=justify>The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions not amounting to
intentional misconduct, fraud, or a knowing violation of the law, since
provisions have been made in the Articles of Incorporation and By-laws limiting
such liability. The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in most cases for
any liability suffered by them or arising from their activities as officers and
directors of the Company if they were not engaged in intentional misconduct,
fraud, or a knowing violation of the law. Therefore, purchasers of these
securities may have a more limited right of action than they would have except
for this limitation in the Articles of Incorporation and By-laws.</P>
<P align=justify>The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages where the Company has
failed or refused to observe the law.</P>
<P align=justify>Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to enforce their
rights, including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.</P>
<P align=justify><B>Item 7. Exemption from Registration Claimed.</B></P>
<P align=justify>Not applicable.</P>
<P align=justify><B>Item 8. Exhibits.</B></P>
<P align=justify>The rights of common shareholders are defined in the
Registrant's Articles of Incorporation which have been incorporated into this
Registration Statement by reference (see Item 3, Part II). The Registrant does
not intend for this Plan to be qualified under ERISA, and does not, therefore,
intend to comply with the terms of ERISA.</P>
<P align=justify><B>Item 9. Undertaking.</B></P>
<P align=justify>The registrant makes the following undertakings:</P>
<P align=justify>(a) 1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:</P>
<P align=justify>iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;</P>
<P align=justify>2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</P>
<P align=justify>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.</P>
<P align=justify>b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P align=justify>h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is therefore, unenforceable. In the event that indemnification is
permitted to directors, officers and controlling personas of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of the 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
of such corporation it is the opinion of the SEC that any such indemnification
is against public policy.</P>
<P align=justify><B>SIGNATURES</B></P>
<P align=justify><B>The Registrant. </B>The Registrant. </B>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 authorize, in the City of Las Vegas,
Nevada, on September 7, 2000.</FONT></P>
<P align=left><FONT face="Times New Roman" size=+2>(Registrant)<U> Elast
Technologies, Inc.</U></FONT></P>
<P align=left><FONT face="Times New Roman" size=+2>By (Signature and Title)<U>
/s/ Thomas Krucker, President/Director</U></FONT></P>
<P align=justify>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.</P>
<TABLE border=0 cellPadding=0 cellSpacing=0>
  <TR>
    <TD align=middle vAlign=top width=223><FONT face="Times New Roman"
      size=+2><U>Signature</U></FONT> </TD>
    <TD align=middle vAlign=top width=240><FONT face="Times New Roman"
      size=+2><U>Title</U></FONT> </TD>
    <TD align=middle vAlign=top width=163><FONT face="Times New Roman"
      size=+2><U>Date</U></FONT> </TD></TR>
  <TR>
    <TD align=left vAlign=top width=223><FONT face="Times New Roman"
      size=+2><U>/s/ Thomas Krucker<BR></U>Thomnas Krucker</FONT> </TD>
    <TD align=left vAlign=top width=240><FONT face="Times New Roman"
      size=+2>President, Director</FONT> </TD>
    <TD align=left vAlign=bottom width=163><FONT face="Times New Roman"
      size=+2><U>Sept. 7, 2000</U></FONT> </TD></TR>
  <TR>
    <TD></TD>
    <TD></TD></TR>
  <TR>
    <TD align=left vAlign=top width=223><FONT face="Times New Roman"
      size=+2><U>/s/ Dr. Robert Milne<BR></U>Dr. Robert Milne</FONT> </TD>
    <TD align=left vAlign=top width=252><FONT face="Times New Roman"
      size=+2>Chairman of the Board of Director</FONT> </TD>
    <TD align=left vAlign=bottom width=163><FONT face="Times New Roman"
      size=+2><U>Sept. 7, 2000</U></FONT> </TD>
  <TR>
    <TD align=left vAlign=bottom width=265><FONT face="Times New Roman"
      size=+2><U>/s/ Dr. Eduardo Daniel Jiminez Gonzalez<BR></U>Dr. Eduardo
      Daniel Jiminez Gonzalez</FONT> </TD>
    <TD align=left vAlign=top width=240><FONT face="Times New Roman"
      size=+2>Director</FONT> </TD>
    <TD align=left vAlign=bottom width=163><FONT face="Times New Roman"
      size=+2><U>Sept. 7, 2000</U></FONT> </TD></TR></TABLE>
<P align=center><B>PART III</B></P>
<P align=center><B>INDEX TO EXHIBITS</B></P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width=631>
  <TR>
    <TD align=left vAlign=top width=175><FONT face="Times New Roman"
      size=+2>EXHIBIT NUMBER</FONT> </TD>
    <TD align=left vAlign=top width=456><FONT face="Times New Roman"
      size=+2>EXHIBIT</FONT> </TD></TR>
  <TR>
    <TD align=middle vAlign=top width=175><FONT face="Times New Roman"
      size=+2>5<BR>23</FONT> </TD>
    <TD align=left vAlign=top width=456><FONT face="Times New Roman"
      size=+2>Opinion re: Legality<BR>Consent of Independent Certified Public
      Accountants</FONT>
</TD></TR></TABLE></FONT></DIV></FONT></CENTER></CENTER></BODY></HTML>
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{"company-data": {"conformed-name": "ELAST TECHNOLOGIES INC", "cik": "0001080924", "assigned-sic": "2834", "irs-number": "880380544", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46378", "film-number": "726935"}, "business-address": {"street1": "2505 RANCHO BEL AIR", "city": "LAS VEGAS", "state": "NV", "zip": "89107", "phone": "7028788310"}, "mail-address": {"street1": "2505 RANCHO BEL AIR", "city": "LAS VEGAS", "state": "NV", "zip": "89107"}}
Elast Technologies S8 for C&F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
Elast Technologies,
Inc.
(Exact name of
registrant as specified in its charter)
Nevada
(State of Incorporation)
88-0380544
(I.R.S. Employer ID
  No.)
2505 Rancho Bel Air, Las Vegas, Nevada
(Address
      of Principal Executive Offices)
89107
(Zip Code)
Legal and Consulting
Plan
(Full title of the
Plan)
Chapman & Flanagan,
Ltd., 2080 E. Flamingo Rd., Suite 112, Las Vegas, NV 89119
(Name and
address of agent for service)
(702) 650-5660
(Telephone number, including area code,
of agent for service)
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share
(1)
Proposed Aggregate Offering Price
Amount of Registration Fee
Common Stock
100,000 Shares
$0.75
$75,000.00
$19.80
(1)
The
Offering Price is used solely for purposes of estimating the registration fee
pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities Act
of 1933. The Offering Price is estimated as the average of the bid and asked
prices on September 7, 2000.
Part I
Information Required in the Section 10(a)
Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for legal and consulting services performed on the Company's behalf.
This issuance of shares is being made pursuant to a Legal Plan (the "Plan")
adopted by the Board of Directors on September 7, 2000. The Board has equated
this number of shares to the value of the legal services provided or to be
provided by these individuals. The shares issued hereunder will not be subject
to any resale restrictions. The Plan is not qualified under ERISA. The following
individuals will receive the number of shares listed next to their
names:
Daniel G. Chapman
50,000 shares for legal services
Sean P. Flanagan
50,000 shares for legal services
Item 2. Registrant
Information and Employee Plan Annual Information
The participants shall
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
Part II
Information
Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
The registrant's Articles of Incorporation as filed with the
Amended Form 10-SB on August 2, 1999.
The registrant's By-Laws as filed with the Amended Form 10-SB
on August 2, 1999.
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 registration
documents referred to above.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant. Neither the
Registrant's Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions not amounting to
intentional misconduct, fraud, or a knowing violation of the law, since
provisions have been made in the Articles of Incorporation and By-laws limiting
such liability. The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in most cases for
any liability suffered by them or arising from their activities as officers and
directors of the Company if they were not engaged in intentional misconduct,
fraud, or a knowing violation of the law. Therefore, purchasers of these
securities may have a more limited right of action than they would have except
for this limitation in the Articles of Incorporation and By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages where the Company has
failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to enforce their
rights, including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The rights of common shareholders are defined in the
Registrant's Articles of Incorporation which have been incorporated into this
Registration Statement by reference (see Item 3, Part II). The Registrant does
not intend for this Plan to be qualified under ERISA, and does not, therefore,
intend to comply with the terms of ERISA.
Item 9. Undertaking.
The registrant makes the following undertakings:
(a) 1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is therefore, unenforceable. In the event that indemnification is
permitted to directors, officers and controlling personas of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of the 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
of such corporation it is the opinion of the SEC that any such indemnification
is against public policy.
SIGNATURES
The Registrant.
The Registrant. 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 authorize, in the City of Las Vegas,
Nevada, on September 7, 2000.
(Registrant)
Elast
Technologies, Inc.
By (Signature and Title)
/s/ Thomas Krucker, President/Director
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/ Thomas Krucker
Thomnas Krucker
President, Director
Sept. 7, 2000
/s/ Dr. Robert Milne
Dr. Robert Milne
Chairman of the Board of Director
Sept. 7, 2000
/s/ Dr. Eduardo Daniel Jiminez Gonzalez
Dr. Eduardo
      Daniel Jiminez Gonzalez
Director
Sept. 7, 2000
PART III
INDEX TO EXHIBITS
EXHIBIT NUMBER
EXHIBIT
5
23
Opinion re: Legality
Consent of Independent Certified Public
      Accountants