<HTML>

<head>
<TITLE>SECURITIES AND EXCHANGE COMMISSION</TITLE>
</head>

<body>
<font SIZE="5"><b>

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</p>
</b></font>

<p ALIGN="CENTER">Washington, DC 20549</p>
<font SIZE="3">

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

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

<p ALIGN="CENTER">REGISTRATION STATEMENT</p>

<p ALIGN="CENTER">ON FORM S-8</p>

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

<p ALIGN="CENTER">THE SECURITIES ACT OF 1933</p>
<font SIZE="3">

<p ALIGN="CENTER">&nbsp;</p>
</font><font SIZE="5"><u>

<p ALIGN="CENTER">NETGEN 2000, Inc.</p>
</u></font></b><font SIZE="2">

<p ALIGN="CENTER">(Exact name of Registrant as specified in its charter)</p>
</font><font SIZE="3"><u>

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

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="687">
  <tr>
    <td WIDTH="370" VALIGN="TOP"><font SIZE="3"><b><p ALIGN="CENTER"><u>Florida</u></b> </font></td>
    <td WIDTH="289" VALIGN="TOP"><font SIZE="3"><u><b><p ALIGN="CENTER">65-0873448</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="370" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(State or other jurisdiction
    of incorporation or organization)</font></td>
    <td WIDTH="289" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(IRS employer identification
    no.)</font></td>
  </tr>
</TABLE>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="687">
  <tr>
    <td WIDTH="371" VALIGN="TOP"><font SIZE="3"><u><b><p ALIGN="CENTER">224Dutra Street, Suite
    402, West Palm Beach, FL</b></u></font></td>
    <td WIDTH="288" VALIGN="TOP"><font SIZE="3"><u><b><p ALIGN="CENTER">33401</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="371" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(Address of principal
    executive offices)</font></td>
    <td WIDTH="288" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(Zip Code)</font></td>
  </tr>
</TABLE>
<font SIZE="3">

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

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

<p ALIGN="CENTER"><u>Compensation and Consulting Agreements</p>
</u></b></font><font SIZE="2">

<p ALIGN="CENTER">(full name of the plans)</p>
</font><font SIZE="3"><u>

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

<p ALIGN="CENTER"><u>Derrick Dunn</p>

<p ALIGN="CENTER">NETGEN 2000, Inc.</p>

<p ALIGN="CENTER">224Dutura Street, Suite 402</p>

<p ALIGN="CENTER">West Palm Beach, FL</b>_<b>33401</p>
</b></u></font><font SIZE="2">

<p ALIGN="CENTER">(Name and address of agent for service)</p>
</font><font SIZE="3"><u>

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

<p ALIGN="CENTER"><u>(561) 655-5351</p>
</u></b></font><font SIZE="2">

<p ALIGN="CENTER">(Telephone number, including area code, of agent for service)</p>
</font><font SIZE="3"><b><u>

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

<p ALIGN="CENTER"><u>Approximate Date of Commencement of Proposed Sales under the Plan</b>:</p>
</u></font><font SIZE="2">

<p ALIGN="CENTER">As soon as practicable after this Registration Statement becomes
effective</p>
</font><font SIZE="3">

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

<p ALIGN="CENTER">Total Number of Pages</b>: 13</p>
</u></font><font SIZE="2">

<p ALIGN="CENTER">Exhibit Index begins on sequentially numbered page: 7</p>
</font><font SIZE="3">

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

<hr>
<b>

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

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

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

<table BORDER="1" CELLSPACING="1" CELLPADDING="7" WIDTH="749">
  <tr>
    <td WIDTH="159" VALIGN="TOP"><font SIZE="2"><b>Title of Securities to be Registered</b></font></td>
    <td WIDTH="87" VALIGN="TOP"><font SIZE="2"><b>Amount to be Registered</b></font></td>
    <td WIDTH="138" VALIGN="TOP"><font SIZE="2"><b>Proposed Maximum Offering Price per Share</b></font></td>
    <td WIDTH="167" VALIGN="TOP"><font SIZE="2"><b>Proposed Maximum Aggregate Offering Price</b></font></td>
    <td WIDTH="108" VALIGN="TOP"><font SIZE="2"><b>Amount of Registration Fee</b></font></td>
  </tr>
  <tr>
    <td WIDTH="159" VALIGN="TOP"><font SIZE="2"><p ALIGN="JUSTIFY">Common Stock par value $.01</font></td>
    <td WIDTH="87" VALIGN="TOP"><font SIZE="2"><p ALIGN="JUSTIFY">850,000(1)</font></td>
    <td WIDTH="138" VALIGN="TOP"><font SIZE="2"><p ALIGN="JUSTIFY">$2.50 (2)</font></td>
    <td WIDTH="167" VALIGN="TOP"><font SIZE="2"><p ALIGN="JUSTIFY">$2,125,000</font></td>
    <td WIDTH="108" VALIGN="TOP"><font SIZE="2"><p ALIGN="JUSTIFY">$685.50</font></td>
  </tr>
</TABLE>
<b>

<p ALIGN="JUSTIFY">(1)</b> Represents shares issued pursuant to employment arrangements
and consulting agreements for services provided to the Registrant and for continued
services by officers, directors, consultants, and counsel to the Registrant with respect
to Registrant&#146;s business, and legal services. 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 January 26, 2000.</p>
<font SIZE="3">

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

<p ALIGN="CENTER">Page 2</p>
</b></font><font SIZE="3">

<hr>
</font><b><font SIZE="4">

<p ALIGN="CENTER">PART I</p>
</font>

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

<p>Item 1. Plan Information.</p>
</b><font SIZE="3">

<p ALIGN="JUSTIFY"></font>NETGEN 2000, Inc. (hereinafter, the &quot;Registrant&quot;),
since its inception on October 22, 1998, has received services from its chairman/chief
executive officer relating to the development of the Company&#146;s business and
continuing operations and business development and planning. The Registrant has also
received services since the Registrant&#146;s inception from a third party consultant and
has recently engaged the services of corporate securities counsel for legal services.
These arrangements are discussed below, and provide for the issuance of shares of the
Registrant&#146;s common stock (the &quot;Shares&quot;). In consideration for the prior
and continuing services rendered and to be rendered to the Registrant until such time as
the Registrant shall generate sufficient cash flow from operations in order to compensate
its chairman/chief executive officer, a consultant and counsel, the Registrant has
prepared this Form S-8 registration statement to provide for the issuance of Shares, as
described below. </p>

<p ALIGN="JUSTIFY">The Registrant has agreed to issue to Julian Ferretti, chairman and
chief executive officer of the Registrant, five hundred thousand Shares, in consideration
for the services of Mr. Ferretti provided to Registrant and to be continued to be provided
to Registrant. Such services include, but are not limited to serving as chairman of the
board of directors, and acting chief executive officer.</p>

<p ALIGN="JUSTIFY">The Registrant has also entered into a consulting agreement with Edward
Muller pursuant to the Registrant has issued three hundred thousand Shares. The consulting
agreement provides for such compensation to Mr. Muller in consideration for services to
the Registrant relating to marketing of the Registrant&#146;s business to business
Internet products/services; providing services in connection with the Registrant&#146;s
corporate securities matters and business relations; and services relating to potential
mergers and acquisition, among other services.</p>

<p ALIGN="JUSTIFY">This Registration Statement also provides for the issuance of fifty
thousand Shares to Thomas J. Craft, Jr., Esq., the Registrant&#146;s corporate securities
counsel, in consideration for continuing services to Registrant by Mr. Craft and his staff
in connection with the preparation and review of all corporate securities filings with the
Securities and Exchange Commission, assistance in the preparation and filing of this
registration statement and the Registrant&#146;s annual report on Form 10-KSB for its
fiscal year ended December 31, 1999, and such other contracts and agreements between the
Registrant and third parties as requested from time to time.</p>
<b><font SIZE="2">

<p ALIGN="CENTER">Page 3</p>
</font>

<hr>

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

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

<p ALIGN="JUSTIFY">The Registrant shall provide the parties receiving 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 224 Datura Street, Suite 402, West Palm Beach, FL 33401.</p>
<font SIZE="3">

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

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

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

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

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

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

<p ALIGN="JUSTIFY"><b>(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>

<p ALIGN="JUSTIFY"><b>(b)</b> The Registrant&#146;s Quarterly Reports on Form 10-QSB for
the periods ended June 30, 199 and September 30, 1999, filed pursuant to Section 13 or
15(d) of the Exchange Act.</p>

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

<p ALIGN="JUSTIFY"><b>(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>
<font SIZE="2"><b>

<p ALIGN="CENTER">Page 4</p>
</b></font>

<hr>
<b>

<p ALIGN="JUSTIFY">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 4,610,400 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 ALIGN="JUSTIFY">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
fifty thousand Shares of common stock, an undetermined number of which Shares will be
beneficially owned by Mr. Craft&#146;s staff, none of whom are affiliates of the
Registrant.</p>
<b>

<p ALIGN="JUSTIFY">Item 6. Indemnification of Officers and Directors.</p>

<p ALIGN="JUSTIFY"></b>Not applicable.</p>
<b>

<p ALIGN="JUSTIFY">Item 7. Exemption From Registration Claimed.</p>
</b>

<p ALIGN="JUSTIFY">Not applicable.</p>
<b>

<p ALIGN="JUSTIFY">Item 8. Exhibits:</p>
</b>

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

<p ALIGN="JUSTIFY">Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.</p>

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

<p ALIGN="JUSTIFY">Exhibit 23.1 Consent of Mark Escoffery, P.A., Certified Public
Accountant</p>
<font SIZE="2"><b>

<p ALIGN="CENTER">Page 5</p>
</b></font>

<hr>
<b>

<p ALIGN="JUSTIFY">Item 9. Undertakings:</p>
</b>

<p ALIGN="JUSTIFY">The undersigned Registrants hereby undertakes:</p>

<p ALIGN="JUSTIFY"><b>(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>

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

<p ALIGN="JUSTIFY"><b>(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>

<p ALIGN="JUSTIFY"><b>(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>

<p ALIGN="JUSTIFY"><b>(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>
<font SIZE="2"><b>

<p ALIGN="CENTER">Page 6</p>
</b></font>

<hr>

<p ALIGN="center"><b>EXHIBIT INDEX</p>

<table border="0" width="100%">
  <tr>
    <td width="29%" align="left"><p align="center">EXHIBIT NUMBER</td>
    <td width="71%"><p align="left">ITEM</td>
  </tr>
  <tr>
    <td width="29%" align="center"></b>5<b></td>
    <td width="71%"></b>Opinion of Thomas J. Craft, Jr., Esq.<b></td>
  </tr>
  <tr>
    <td width="29%" align="center"></b>23<b></td>
    <td width="71%"></b>Consent of Thomas J. Craft, Jr., Esq. (Contained in Opinion)<b></td>
  </tr>
  <tr>
    <td width="29%" align="center"></b>23.1<b></td>
    <td width="71%"></b>Consent of Dohan and Company, Certified Public Accountant<b></td>
  </tr>
</TABLE>
<font SIZE="2">

<p ALIGN="CENTER">Page 7</p>
</font></b><font SIZE="3">

<hr>

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

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

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

<p ALIGN="CENTER">EXHIBIT 5</p>
<font SIZE="3">

<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><font SIZE="2">

<p ALIGN="CENTER">Page 8</p>
</font>

<hr>
<font SIZE="4">

<p ALIGN="CENTER">Thomas J. Craft, Jr., Esq.</p>
</font></b><font SIZE="2">

<p ALIGN="CENTER">301 Clematis Street-Suite 30000</p>

<p ALIGN="CENTER">The Galleria Building</p>

<p ALIGN="CENTER">West Palm Beach, FL 33401</p>
</font><font SIZE="1">

<p ALIGN="CENTER">(561) 685-5736</p>
</font><b>

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

<p ALIGN="CENTER"></b>January 26, 2000</p>
<b>

<p>Securities and Exchange Commission</p>

<p>450 Fifth Street, NW</p>

<p>Washington, DC 20549</p>

<p>&nbsp;</p>

<p>Re: NETGEN 2000, Inc.</p>

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

<p>Gentlemen:</p>

<p ALIGN="JUSTIFY">I have been requested by NETGEN 2000, 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 850,000 shares of common stock, which shares are
being issued for services to the Registrant by an officer, consultant and undersigned
counsel 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>

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

<p>Thomas J. Craft</p>
<b><font SIZE="2">

<p ALIGN="CENTER">Page 9</p>
</font><font SIZE="3">

<hr>
</b>

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

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

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

<p ALIGN="CENTER">EXHIBIT 23</p>
</b><font SIZE="3">

<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>
</font><b><font SIZE="2">

<p ALIGN="CENTER">Page 10</p>
</font><font SIZE="3">

<hr>

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

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

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

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

<p ALIGN="CENTER">EXHIBIT 23.1</p>
<font SIZE="3">

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

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

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

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

<p ALIGN="CENTER">Page 11</p>
</font><font SIZE="3">

<hr>
</font><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 ALIGN="JUSTIFY">I previously issued my report, accompanying the financial statements of
the Registrant for the year ended December 31, 1998, dated July 27, 1999, filed with the
Registrant&#146;s Form 10-SB. 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 ALIGN="JUSTIFY">&nbsp;</p>

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

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

<p ALIGN="JUSTIFY"><u>/s/ Mark Escorrery, P.A., Certified Public Accountant</p>
</u>

<p ALIGN="JUSTIFY">MARK ESCOFFERY, P.A.</p>

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

<p>January 26, 2000</p>

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

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

<p ALIGN="CENTER">Page 12</p>
</b></font>

<hr>
<b><font SIZE="3">

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

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

<p ALIGN="JUSTIFY">&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 26th day of January, 2000.</p>

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

<p ALIGN="JUSTIFY"><u>/s/ Julian Ferretti</p>
</u>

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

<p>Chairman</p>

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

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

<p ALIGN="JUSTIFY">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>January 26, 2000</p>

<p ALIGN="JUSTIFY"><u>/s/ Julian Ferretti</p>
</u>

<p>By: Julian Ferretti </p>

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

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

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

<p ALIGN="CENTER">Page 13</p>
</font></b>
</body>
</HTML>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22254}]
{"company-data": {"conformed-name": "NETGEN 2000 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": "333-95575", "film-number": "515756"}, "business-address": {"street1": "224 DATURA ST", "street2": "STE 140", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407", "phone": "5616555351"}, "mail-address": {"street1": "224 DATURA STREET SUITE 140", "city": "WEST PALM BEACH", "state": "FL", "zip": "33407"}}
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
NETGEN 2000, 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.)
224Dutra Street, Suite
    402, West Palm Beach, FL
33401
(Address of principal
    executive offices)
(Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Derrick Dunn
NETGEN 2000, Inc.
224Dutura Street, Suite 402
West Palm Beach, FL
_
33401
(Name and address of agent for service)
(561) 655-5351
(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
: 13
Exhibit Index begins on sequentially numbered page: 7
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
850,000(1)
$2.50 (2)
$2,125,000
$685.50
(1)
Represents shares issued pursuant to employment arrangements
and consulting agreements for services provided to the Registrant and for continued
services by officers, directors, consultants, and counsel to the Registrant with respect
to Registrant's business, and legal services. 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 January 26, 2000.
Page 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
NETGEN 2000, Inc. (hereinafter, the "Registrant"),
since its inception on October 22, 1998, has received services from its chairman/chief
executive officer relating to the development of the Company's business and
continuing operations and business development and planning. The Registrant has also
received services since the Registrant's inception from a third party consultant and
has recently engaged the services of corporate securities counsel for legal services.
These arrangements are discussed below, and provide for the issuance of shares of the
Registrant's common stock (the "Shares"). In consideration for the prior
and continuing services rendered and to be rendered to the Registrant until such time as
the Registrant shall generate sufficient cash flow from operations in order to compensate
its chairman/chief executive officer, a consultant and counsel, the Registrant has
prepared this Form S-8 registration statement to provide for the issuance of Shares, as
described below.
The Registrant has agreed to issue to Julian Ferretti, chairman and
chief executive officer of the Registrant, five hundred thousand Shares, in consideration
for the services of Mr. Ferretti provided to Registrant and to be continued to be provided
to Registrant. Such services include, but are not limited to serving as chairman of the
board of directors, and acting chief executive officer.
The Registrant has also entered into a consulting agreement with Edward
Muller pursuant to the Registrant has issued three hundred thousand Shares. The consulting
agreement provides for such compensation to Mr. Muller in consideration for services to
the Registrant relating to marketing of the Registrant's business to business
Internet products/services; providing services in connection with the Registrant's
corporate securities matters and business relations; and services relating to potential
mergers and acquisition, among other services.
This Registration Statement also provides for the issuance of fifty
thousand Shares to Thomas J. Craft, Jr., Esq., the Registrant's corporate securities
counsel, in consideration for continuing services to Registrant by Mr. Craft and his staff
in connection with the preparation and review of all corporate securities filings with the
Securities and Exchange Commission, assistance in the preparation and filing of this
registration statement and the Registrant's annual report on Form 10-KSB for its
fiscal year ended December 31, 1999, and such other contracts and agreements between the
Registrant and third parties as requested from time to time.
Page 3
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the parties receiving 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 224 Datura Street, Suite 402, West Palm Beach, FL 33401.
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, 199 and September 30, 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.
Page 4
Item 4. Description of Securities.
The Registrant has authorized 6,000,000 Shares of common stock, par
value $.01 (the "Common Stock"), of which 4,610,400 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
fifty thousand Shares of common stock, an undetermined number of which Shares will be
beneficially owned by Mr. Craft's staff, none of whom are affiliates of the
Registrant.
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
Page 5
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.
Page 6
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 Dohan and Company, Certified Public Accountant
Page 7
EXHIBIT 5
Page 8
Thomas J. Craft, Jr., Esq.
301 Clematis Street-Suite 30000
The Galleria Building
West Palm Beach, FL 33401
(561) 685-5736
January 26, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: NETGEN 2000, Inc.
Registration Statement on Form S-8
Gentlemen:
I have been requested by NETGEN 2000, 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 850,000 shares of common stock, which shares are
being issued for services to the Registrant by an officer, consultant and undersigned
counsel 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
Page 9
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
Page 10
EXHIBIT 23.1
Page 11
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, 1998, dated July 27, 1999, filed with the
Registrant's Form 10-SB. 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 Escorrery, P.A., Certified Public Accountant
MARK ESCOFFERY, P.A.
January 26, 2000
Page 12
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 26th day of January, 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
January 26, 2000
/s/ Julian Ferretti
By: Julian Ferretti
Title: Chief Executive Officer and Chairman
Page 13