As filed with the Securities and Exchange Commission on May 30, 2001

                                File No. 0-28861


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             INTERNATIONAL STAR, INC
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           NEVADA                                       86-0876846
-------------------------------                 -------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)



                            Consulting Agreement with
                                 James Williams
                      ------------------------------------
                            (Full title of the plan)



       Pat Westphal, 631 No. Stephanie St., Suite 107, Henderson, NV 89014
     -----------------------------------------------------------------------
                     (Name and Address of Agent for Service)


                                 (702) 869-8757
          ------------------------------------------------------------
          (Telephone number including area code, of agent for service)




                                       -1-

<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                                Proposed         Proposed
                                                                 Maximum          Maximum
                                             Amount of          Offering          Aggregate         Amount
Title of Securities                        Shares to be         Price Per         Offering         of Reg.
Securities to be Registered                Registered(1)          Share            Price            Fee(2)
------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                 <C>             <C>

$.001 par value Common Stock                  42,682             $0.39            $ 16,646         $ 4.16
                                          -----------        ----------          ----------      ---------
         Totals                               42,682             $0.39            $ 16,646         $ 4.16

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

(2_/ Based upon the average bid and asked prices of the Company's Common Stock
in over-the-counter trading on May 11, 2001. Value stated for purpose of
calculating the registration fee.
</FN>
</TABLE>


Total No. of pages: 23                       Exhibit Index on Page No: 14


                                      -2-

<PAGE>



                                   PROSPECTUS

                             INTERNATIONAL STAR, INC
                        631 No. Stephanie St., Suite 107,
                               Henderson, NV 89014
                                 (702) 869-8757

                         (42,682 SHARES OF COMMON STOCK)



     This Prospectus relates to the offer and sale by INTERNATIONAL STAR, INC,
("ISRI"), a Nevada corporation ("the Company") of shares of its $0.001 par value
common stock (the "Common Stock) to a certain consultant of the Company (the
"Consultant) pursuant to agreements entered into between the Company and the
Consultant. The Company is registering hereunder and then issuing upon receipt
of adequate consideration therefor to the Consultant 42,682 shares of the Common
Stock in consideration for services rendered and to be rendered under the
agreements.

     The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the- counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

     The Common Stock is Listed on the OTC bulletin board under the symbol ISRI.

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




                   The date of this Prospectus is May 11, 2001


                                       -3-

<PAGE>

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

     A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: INTERNATIONAL STAR,
INC, 631 No. Stephanie St., Suite 107,, Henderson, NV 89014, telephone (702)
869-8757.

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

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

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



                                       -4-

<PAGE>


                                TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                  6

ITEM 1. PLAN lNFORMATION                                              6

GENERAL lNFORMATION                                                   6
The Company                                                           6
Purpose                                                               6
Common Stock                                                          6
The Consultant                                                        6
No Restrictions on Transfer                                           6
Tax Treatment to the Consultant                                       6
Tax Treatment to the Company                                          7
Restrictions on Resales                                               7

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION          7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                             7
Indemnification of Officers and Directors                             7

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                    8

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                      8

ITEM 4.  DESCRIPTION OF SECURITIES                                    8

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                       9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                    9

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                          9

ITEM 8.  EXHIBITS                                                    10

ITEM 9.  UNDERTAKINGS                                                10

SIGNATURES                                                           12

EXHIBIT INDEX                                                        13



                                       -5-

<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal offices at 631 No. Stephanie St., Suite 107,,
Henderson, NV 89014, telephone (702) 869-8757.

Purposes

     The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's proposed mergers and acquisitions
and issues regarding executive compensation, thereby advancing the interests of
the Company, and all of its shareholders. A copy of the agreement has been filed
as an exhibit to this Registration Statement.

Common Stock

     The Board has authorized the issuance of up to 42,682 shares of the Common
stock to the Consultant upon effectiveness of this registration Statement.

The Consultant

     The Consultant has agreed to provide its expertise and advice to the
Company on a non- exclusive basis for the purpose of assisting the Company in
structuring mergers and other acquisitions together with assisting the Company
in matters of business planning, advertising and public relations.

No Restrictions on Transfer

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


Tax Treatment to the Consultant

     The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there


                                      -6-

<PAGE>
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the
exercises of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise will be
deemed ordinary income for federal income tax purposes. The Consultant is urged
to consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

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

Restrictions of Resales

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

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2000, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities or
Exchange Act subsequent to any filed form 10-K (or 10- KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act prior to the termination of this offering
are deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.


Item 2. Registrant Information and Employee Plan Annual Information

     A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should


                                      -7-

<PAGE>

be addressed to: INTERNATIONAL STAR, INC, 631 No. Stephanie St., Suite 107,,
Henderson, NV 89014 telephone (702) 869-8757.

Legal Opinions and Experts

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

     The financial statements of INTERNATIONAL STAR, INC, incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2000 have been audited by Randy Simpson, CPA PC independent
auditors, as set forth in their report incorporated herein by reference and are
incorporated herein in reliance upon such report given upon the authority of the
firm as experts in auditing and accounting.

Indemnification of Officers and Directors

     Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

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

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

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


Item 4. Description of Securities

     No description of the class of securities (i.e., the $.004 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.


                                      -8-

<PAGE>

Item 5. Interests of Named Experts and Counsel

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

Item 6. Indemnification of Directors and Officers

     The company's by-laws, in accordance with Nevada Corporate Law, provide
that to the extent he is otherwise fairly and reasonably entitled thereto, the
Company shall indemnify a Director or Officer, a former Director or Officer, or
a person who acts or acted at the Company's request as a Director or Officer of
a body corporate of which the Corporation is or was a shareholder or creditor
(or a person who undertakes or has undertaken any liability on behalf of the
Company or any such body corporate and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the Company or
such body corporate, if

          (a) he acted honestly and in good faith with a view to the best
     interests of the Company; and

          (b) in the case of a criminal or administrative action or proceeding
     that is enforced by a monetary penalty, he had reasonable grounds for
     believing that his conduct was lawful.

The Nevada Corporate Law provides that directors shall not be personally liable
to the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the directors'
duty of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for any transaction from which the director derived an improper personal
benefit. Such provision protects directors against personal liability for
monetary damages for breaches of their duty of care.

     The Company may purchase and maintain insurance for the benefit of its
Directors and Officers as such, as the Board of directors may from time to time
determine.


Item 7. Exemption from Registration Claimed

     Not Applicable.



                                     -9-

<PAGE>
Item 8. Exhibits

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


Exhibit No.                Title
-----------        -----------------------------------------------------

 4.                Not Applicable

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

10.                Consulting Agreement with James Williams.

15.                Not Required

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

23.2               Consent of Randy Simpson CPA PC

27.                Not Required

28.                Not Required

29.                Not Required


Item 9. Undertakings

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



                                      -10-
<PAGE>

     Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to:

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

               (ii) reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually 11 or in the
          aggregate, represents a fundamental change in the information set
          forth in the registration statement; and


               (iii) include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement.

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

          (2) That, for the purpose of determining any liability under the
     Securities Act, each post- effective amendment to the registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

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

     Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.



                                      -11-

<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 Henderson, Nevada on the 30th day of May, 2001.



                                            INTERNATIONAL STAR, INC
                                            (Registrant)


                                             By:  /s/ Kamal Alawas
                                                  ------------------
                                                  Kamal Alawas, President




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


         Signatures                  Title                         Date


/s/ Kamal Alawas                President/Chief Executive       May 30, 2001
-----------------------         Officer and Director
    Kamal Alawas

/s/Pat Westphal                 Secretary and Director          May 30, 2001
-----------------------
    Pet Westphal





                                      -12-

<PAGE>



         FORM S-8 REGISTRATION STATEMENT

         EXHIBIT INDEX

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

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

 5.               Opinion of Counsel                             15

10.               Consulting Agreement with James Williams       17

23.1              Consent of Warren J. Soloski                   22

23.2              Consent of Randy Simpson, CPA PC               23



                                      -13-
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As filed with the Securities and Exchange Commission on May 30, 2001

                                File No. 0-28861

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             INTERNATIONAL STAR, INC
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           NEVADA                                       86-0876846
-------------------------------                 -------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

                            Consulting Agreement with
                                 James Williams
                      ------------------------------------
                            (Full title of the plan)

       Pat Westphal, 631 No. Stephanie St., Suite 107, Henderson, NV 89014
     -----------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (702) 869-8757
          ------------------------------------------------------------
          (Telephone number including area code, of agent for service)

                                       -1-
CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                                Proposed         Proposed
                                                                 Maximum          Maximum
                                             Amount of          Offering          Aggregate         Amount
Title of Securities                        Shares to be         Price Per         Offering         of Reg.
Securities to be Registered                Registered(1)          Share            Price            Fee(2)
------------------------------------------------------------------------------------------------------------
$.001 par value Common Stock                  42,682             $0.39            $ 16,646         $ 4.16
                                          -----------        ----------          ----------      ---------
         Totals                               42,682             $0.39            $ 16,646         $ 4.16

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

(2_/ Based upon the average bid and asked prices of the Company's Common Stock
in over-the-counter trading on May 11, 2001. Value stated for purpose of
calculating the registration fee.
Total No. of pages: 23                       Exhibit Index on Page No: 14

                                      -2-
PROSPECTUS

                             INTERNATIONAL STAR, INC
                        631 No. Stephanie St., Suite 107,
                               Henderson, NV 89014
                                 (702) 869-8757

                         (42,682 SHARES OF COMMON STOCK)

     This Prospectus relates to the offer and sale by INTERNATIONAL STAR, INC,
("ISRI"), a Nevada corporation ("the Company") of shares of its $0.001 par value
common stock (the "Common Stock) to a certain consultant of the Company (the
"Consultant) pursuant to agreements entered into between the Company and the
Consultant. The Company is registering hereunder and then issuing upon receipt
of adequate consideration therefor to the Consultant 42,682 shares of the Common
Stock in consideration for services rendered and to be rendered under the
agreements.

     The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the- counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

     The Common Stock is Listed on the OTC bulletin board under the symbol ISRI.

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

                   The date of this Prospectus is May 11, 2001

                                       -3-
This Prospectus is not part of any Registration Statement which was filed
and been effective under the Securities Act of 1933 as amended (the Securities
Act) and does not contain all of the information set forth in the Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (The
Commission) under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: INTERNATIONAL STAR,
INC, 631 No. Stephanie St., Suite 107,, Henderson, NV 89014, telephone (702)
869-8757.

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

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

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

                                       -4-
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                  6

ITEM 1. PLAN lNFORMATION                                              6

GENERAL lNFORMATION                                                   6
The Company                                                           6
Purpose                                                               6
Common Stock                                                          6
The Consultant                                                        6
No Restrictions on Transfer                                           6
Tax Treatment to the Consultant                                       6
Tax Treatment to the Company                                          7
Restrictions on Resales                                               7

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION          7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                             7
Indemnification of Officers and Directors                             7

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                    8

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                      8

ITEM 4.  DESCRIPTION OF SECURITIES                                    8

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                       9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                    9

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                          9

ITEM 8.  EXHIBITS                                                    10

ITEM 9.  UNDERTAKINGS                                                10

SIGNATURES                                                           12

EXHIBIT INDEX                                                        13

                                       -5-
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal offices at 631 No. Stephanie St., Suite 107,,
Henderson, NV 89014, telephone (702) 869-8757.

Purposes

     The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's proposed mergers and acquisitions
and issues regarding executive compensation, thereby advancing the interests of
the Company, and all of its shareholders. A copy of the agreement has been filed
as an exhibit to this Registration Statement.

Common Stock

     The Board has authorized the issuance of up to 42,682 shares of the Common
stock to the Consultant upon effectiveness of this registration Statement.

The Consultant

     The Consultant has agreed to provide its expertise and advice to the
Company on a non- exclusive basis for the purpose of assisting the Company in
structuring mergers and other acquisitions together with assisting the Company
in matters of business planning, advertising and public relations.

No Restrictions on Transfer

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

Tax Treatment to the Consultant

     The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there

                                      -6-
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the
exercises of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise will be
deemed ordinary income for federal income tax purposes. The Consultant is urged
to consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

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

Restrictions of Resales

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

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2000, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities or
Exchange Act subsequent to any filed form 10-K (or 10- KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act prior to the termination of this offering
are deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information

     A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should

                                      -7-
be addressed to: INTERNATIONAL STAR, INC, 631 No. Stephanie St., Suite 107,,
Henderson, NV 89014 telephone (702) 869-8757.

Legal Opinions and Experts

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

     The financial statements of INTERNATIONAL STAR, INC, incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2000 have been audited by Randy Simpson, CPA PC independent
auditors, as set forth in their report incorporated herein by reference and are
incorporated herein in reliance upon such report given upon the authority of the
firm as experts in auditing and accounting.

Indemnification of Officers and Directors

     Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

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

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

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

Item 4. Description of Securities

     No description of the class of securities (i.e., the $.004 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.

                                      -8-
Item 5. Interests of Named Experts and Counsel

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

Item 6. Indemnification of Directors and Officers

     The company's by-laws, in accordance with Nevada Corporate Law, provide
that to the extent he is otherwise fairly and reasonably entitled thereto, the
Company shall indemnify a Director or Officer, a former Director or Officer, or
a person who acts or acted at the Company's request as a Director or Officer of
a body corporate of which the Corporation is or was a shareholder or creditor
(or a person who undertakes or has undertaken any liability on behalf of the
Company or any such body corporate and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the Company or
such body corporate, if

          (a) he acted honestly and in good faith with a view to the best
     interests of the Company; and

          (b) in the case of a criminal or administrative action or proceeding
     that is enforced by a monetary penalty, he had reasonable grounds for
     believing that his conduct was lawful.

The Nevada Corporate Law provides that directors shall not be personally liable
to the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the directors'
duty of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for any transaction from which the director derived an improper personal
benefit. Such provision protects directors against personal liability for
monetary damages for breaches of their duty of care.

     The Company may purchase and maintain insurance for the benefit of its
Directors and Officers as such, as the Board of directors may from time to time
determine.

Item 7. Exemption from Registration Claimed

     Not Applicable.

                                     -9-
Item 8. Exhibits

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

Exhibit No.                Title
-----------        -----------------------------------------------------

 4.                Not Applicable

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

10.                Consulting Agreement with James Williams.

15.                Not Required

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

23.2               Consent of Randy Simpson CPA PC

27.                Not Required

28.                Not Required

29.                Not Required

Item 9. Undertakings

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

                                      -10-
Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to:

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

               (ii) reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually 11 or in the
          aggregate, represents a fundamental change in the information set
          forth in the registration statement; and

               (iii) include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement.

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

          (2) That, for the purpose of determining any liability under the
     Securities Act, each post- effective amendment to the registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

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

     Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                      -11-
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 Henderson, Nevada on the 30th day of May, 2001.

                                            INTERNATIONAL STAR, INC
                                            (Registrant)

                                             By:  /s/ Kamal Alawas
                                                  ------------------
                                                  Kamal Alawas, President

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

         Signatures                  Title                         Date

/s/ Kamal Alawas                President/Chief Executive       May 30, 2001
-----------------------         Officer and Director
    Kamal Alawas

/s/Pat Westphal                 Secretary and Director          May 30, 2001
-----------------------
    Pet Westphal

                                      -12-
FORM S-8 REGISTRATION STATEMENT

         EXHIBIT INDEX

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

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

 5.               Opinion of Counsel                             15

10.               Consulting Agreement with James Williams       17

23.1              Consent of Warren J. Soloski                   22

23.2              Consent of Randy Simpson, CPA PC               23

                                      -13-