As filed with the Securities and Exchange Commission on June 6, 2000
                                                         File No. 333-




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           AMERICAN INFLATABLES, INC.
      --------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             DELAWARE                                   95-4702570
             --------                                   ----------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)


                            Consulting Agreement with
                                ALAN BERKUN, ESQ.
      --------------------------------------------------------------------
                            (Full title of the plan)


                                       1

<PAGE>


           GREGG MULHOLLAND, 947 Newhall Street, Costa Mesa, CA 92627
           ----------------------------------------------------------
                    (Name and Address of Agent for Service)


                                 (888) 904-8949
                                 --------------
          (Telephone number including area code, of agent for service)



                                       2
<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price     Fee(1)(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common          400,000         $1.75       $700,000    $184.80
  Stock
         Totals                 400,000         $1.75       $700,000    $184.80
--------------------------------------------------------------------------------


Total No. of pages: 21                          Exhibit Index on Page No: 14



(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 June 5, 2000.  Value stated for purpose of
     calculating the registration fee.

                                       3
<PAGE>


                                   PROSPECTUS

                           AMERICAN INFLATABLES, INC.
                               947 Newhall Street
                              Costa Mesa, CA 92627
                                 (888) 904-9940

                        (400,000 SHARES OF COMMON STOCK)



         This Prospectus  relates to the offer and sale by AMERICAN  INFLATABLES
INC.,  ("BLMP"),  a Delaware 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
400,000 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 BLMP.

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 June 5, 2000


                                       4

<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: AMERICAN INFLATABLES,
INC., 947 Newhall Street, Costa Mesa, CA 92627, telephone (888) 904-9949.

         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.W.,  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.




                                       5

<PAGE>


                                TABLE OF CONTENTS


    PART I

    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                  7

    ITEM 1. PLAN lNFORMATION                                              7

    GENERAL lNFORMATION                                                   7
    The Company                                                           7
    Purpose                                                               7
    Common Stock                                                          7
    The Consultant                                                        7
    No Restrictions on Transfer                                           7
    Tax Treatment to the Consultant                                       7
    Tax Treatment to the Company                                          8
    Restrictions on Resales                                               8

    DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION          8

    ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
            INFORMATION
    Legal Opinion and Experts                                             9
    Indemnification of Officers and Directors                             9

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                    9

    ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                      9

    ITEM 4.  DESCRIPTION OF SECURITIES                                   10

    ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                      10

    ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                   10

    ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                         10

    ITEM 8.  EXHIBITS                                                    11

    ITEM 9.  UNDERTAKINGS                                                11

    EXHIBIT INDEX                                                        14


                                        6

<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 947 Newhall Street, Costa Mesa, CA
92627, telephone (888) 904-9949.

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 400,000 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 its
identifying  merger and acquisition  targets and  structuring  mergers and other
acquisitions  together  with  assisting  the  Company in  matters  of  executive
compensation..

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

                                       7
<PAGE>

receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt  since  there 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, 1999, 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 be

                                       8
<PAGE>

addressed to: AMERICAN  INFLATABLES,  INC., 947 Newhall  Street,  Costa Mesa, CA
92627 telephone (888) 904-9949.

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 AMERICAN  INFLATABLES,  INC.,  incorporated by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December  31,  1999,  have  been  audited  by Siegel & Smith,  Certified  Public
Accountants  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.


                                       9

<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES

     No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.

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 Delaware 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 Delaware  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.

                                       10

<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 Alan Berkun, Esq.,

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 Siegel & Smith, Certified Public Accountants

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.

     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;

                                       11

<PAGE>


          (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 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.

                                       12
<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 Las Vegas, Nevada on the 5th day of June, 2000.


                                       AMERICAN INFLATABLES, INC.
                                       (Registrant)


                                           /s/ Gregg Mulholland
                                       By: -----------------------
                                           Gregg Mulholland, 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/ Gregg Mulholland                President/Secretary           June 5, 2000
    Gregg Mulholland                Director


/s/ David Ariss                     Director                      June 5, 2000
    David Ariss

/s/ Jeffrey Jacobson                Director                      June 5, 2000
     Jeffrey Jacobson


                                       13

<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 Alan Berkun, Esq.,               17

23.1         Consent of Warren J. Soloski                               20

23.2         Consent of Siegel & Smith, Certified
             Public Accountants      .                                  21










                                       14
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As filed with the Securities and Exchange Commission on June 6, 2000
                                                         File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           AMERICAN INFLATABLES, INC.
      --------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   95-4702570
             --------                                   ----------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)

                            Consulting Agreement with
                                ALAN BERKUN, ESQ.
      --------------------------------------------------------------------
                            (Full title of the plan)

                                       1
GREGG MULHOLLAND, 947 Newhall Street, Costa Mesa, CA 92627
           ----------------------------------------------------------
                    (Name and Address of Agent for Service)

                                 (888) 904-8949
                                 --------------
          (Telephone number including area code, of agent for service)

                                       2
CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price     Fee(1)(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common          400,000         $1.75       $700,000    $184.80
  Stock
         Totals                 400,000         $1.75       $700,000    $184.80
--------------------------------------------------------------------------------

Total No. of pages: 21                          Exhibit Index on Page No: 14

(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 June 5, 2000.  Value stated for purpose of
     calculating the registration fee.

                                       3
PROSPECTUS

                           AMERICAN INFLATABLES, INC.
                               947 Newhall Street
                              Costa Mesa, CA 92627
                                 (888) 904-9940

                        (400,000 SHARES OF COMMON STOCK)

         This Prospectus  relates to the offer and sale by AMERICAN  INFLATABLES
INC.,  ("BLMP"),  a Delaware 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
400,000 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 BLMP.

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 June 5, 2000

                                       4
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: AMERICAN INFLATABLES,
INC., 947 Newhall Street, Costa Mesa, CA 92627, telephone (888) 904-9949.

         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.W.,  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.

                                       5
TABLE OF CONTENTS

    PART I

    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                  7

    ITEM 1. PLAN lNFORMATION                                              7

    GENERAL lNFORMATION                                                   7
    The Company                                                           7
    Purpose                                                               7
    Common Stock                                                          7
    The Consultant                                                        7
    No Restrictions on Transfer                                           7
    Tax Treatment to the Consultant                                       7
    Tax Treatment to the Company                                          8
    Restrictions on Resales                                               8

    DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION          8

    ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
            INFORMATION
    Legal Opinion and Experts                                             9
    Indemnification of Officers and Directors                             9

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                    9

    ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                      9

    ITEM 4.  DESCRIPTION OF SECURITIES                                   10

    ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                      10

    ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                   10

    ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                         10

    ITEM 8.  EXHIBITS                                                    11

    ITEM 9.  UNDERTAKINGS                                                11

    EXHIBIT INDEX                                                        14

                                        6
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 947 Newhall Street, Costa Mesa, CA
92627, telephone (888) 904-9949.

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 400,000 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 its
identifying  merger and acquisition  targets and  structuring  mergers and other
acquisitions  together  with  assisting  the  Company in  matters  of  executive
compensation..

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

                                       7
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt  since  there 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, 1999, 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 be

                                       8
addressed to: AMERICAN  INFLATABLES,  INC., 947 Newhall  Street,  Costa Mesa, CA
92627 telephone (888) 904-9949.

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 AMERICAN  INFLATABLES,  INC.,  incorporated by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December  31,  1999,  have  been  audited  by Siegel & Smith,  Certified  Public
Accountants  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.

                                       9
ITEM 4.  DESCRIPTION OF SECURITIES

     No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.

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 Delaware 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 Delaware  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.

                                       10
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 Alan Berkun, Esq.,

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 Siegel & Smith, Certified Public Accountants

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.

     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;

                                       11
(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 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.

                                       12
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 Las Vegas, Nevada on the 5th day of June, 2000.

                                       AMERICAN INFLATABLES, INC.
                                       (Registrant)

                                           /s/ Gregg Mulholland
                                       By: -----------------------
                                           Gregg Mulholland, 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/ Gregg Mulholland                President/Secretary           June 5, 2000
    Gregg Mulholland                Director

/s/ David Ariss                     Director                      June 5, 2000
    David Ariss

/s/ Jeffrey Jacobson                Director                      June 5, 2000
     Jeffrey Jacobson

                                       13
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 Alan Berkun, Esq.,               17

23.1         Consent of Warren J. Soloski                               20

23.2         Consent of Siegel & Smith, Certified
             Public Accountants      .                                  21

                                       14