SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                                    --------
                             REGISTRATION STATEMENT
                             ----------------------
                                      Under
                           THE SECURITIES ACT OF 1933


                                 POKER.COM, INC.
               (Exact name of Issuer as specified in its charter)


            Florida                                 98-0199508
            -------                                 ----------
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation  or organization)                Number)

#201-1166  Alberni  Street,  Vancouver,  British Columbia, Canada, V6E 3Z3
    (604) 689-5998.
--------------------------------------------------------------------------------
(Address  and  telephone  number  of  Registrant's  principal executive offices)

                                 POKER.COM, INC.
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                 Michael Jackson
                                 Poker.com, Inc.
                            #201-1166 Alberni Street
                           Vancouver British Columbia
                                 Canada V6E 3Z3
                                 (604) 689-5998
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

                                                 Proposed Maximum     Proposed Maximum
Title of Securities To Be         Amount To Be  Offering Price Per   Aggregate Offering
 Registered                        Registered         Share*                Price
--------------------------------  ------------  -------------------  -------------------
<S>                               <C>           <C>                  <C>

Common Shares. . . . . . . . . .       470,000  $              1.00  $           470,000
                                  ------------  -------------------  -------------------
470,000
 .01 par value
--------------------------------

<FN>


*  Pursuant  to  Rules  457(c),  the  proposed  maximum  offering price per share is the
average  of  the  bid  and  ask  prices  as  of  October  27,  1999.
</TABLE>


<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     Poker.com,  Inc.  (the  "Company") hereby incorporated by reference in this
Registration  Statement  the  following  documents:

(a)     The  Company's  Registration  Statement  on  Form  10-SB, as amended, as
declared  effective  by the Securities and Exchange Commission on June 16, 2000,
including  the  description  of  the  Company's  Common  Stock under the caption
"Description  of  Securities";

(b)     The  Company's  Audited  Financial Statements on Form 10-SB for the year
ended  December  31,  1999;

(c)     The  Company's  Quarterly  Reports  on Form 10-QSB for the quarter ended
March  31,  2000;

All  documents subsequently filed by the Company pursuant to Sections 13 (a), 13
(c), 14 and 15 (d) of the Securities and Exchange Act of 1934, as amended, which
documents  shall  be  deemed  incorporated  by  reference  in  this Registration
Statement  as  a  part  hereof  from  the  date of filing such documents until a
post-effective amendment to this Registration Statement is filed which indicates
that  all  shares  of  Common Stock being offered hereby have been sold or which
deregisters  all  shares  of  Common  Stock  then  remaining  unsold.


Item  4.     DESCRIPTION  OF  SECURITIES

     Not  Applicable.


Item  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  Applicable.


Item  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  Company's  Certificate  of Incorporation provides that, to the fullest
extent  permitted by the Florida Corporations Act, directors and officers of the
Company  shall  undertake to indemnify the officers and directors of the Company
against any contingency or peril as may be determined to be in the best interest
of  the  Company,  and  in  conjunction  therewith, to procure, at the Company's
expense,  policies  of  insurance.

     The  above discussion of the Company's Certificate of Incorporation, Bylaws
and  the  Florida  Corporations  Act  is  only a summary and is qualified in its
entirety  by  the  full  text  of  each  of  the  foregoing.

<PAGE>


Item  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  Applicable.


Item  8.     EXHIBITS

4.1     Articles  of  Incorporation  of  the  Company  (1)

4.2     Bylaws  of  the  Company  (2)

5.1*    Opinion  of  Law  Office  of  Clark,  Wilson  as to the legality of the
        Company's  Common  Stock  being  registered

10.7*   Poker.com,  Inc.  1998  Stock  Option  Plan

23.1*     Consent  of  Pannell  Kerr  Forster

23.2*     Consent  of  Law  Office  of  Clark, Wilson (contained in Exhibit 5.1)

-----------

*     Filed  herewith.

(1)     Exhibit  4.1 is incorporated by reference from Exhibit 2.1 on Form 10-SB
        filed  with  the  Securities and Exchange Commission on June  16,  2000.

(2)     Exhibit  4.2 is incorporated by reference from Exhibit 2.2 on Form 10-SB
        filed with the Securities and  Exchange Commission  on  June  16,  2000.


Item  9.     UNDERTAKINGS

     The  Company  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  include  any
additional  or  changed  material  information  on  the  plan  of  distribution.

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

(3)     To  file  a  post-effective amendment to remove from registration any of
the  securities  that  remain  unsold  at  the  end  of  the  offering.



<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
Poker.com,  Inc.  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,  as  amended,  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Vancouver, British Columbia on August
15,  2000.

                                                                 POKER.COM, INC.


                                        By:/s/ Michael Jackson
                                        ----------------------------------------
                                        Michael Jackson, Chief Executive Officer

                                        By:/s/ Charlo Barbosa
                                        ----------------------------------------
                                        Charlo Barbosa, President

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


Date:  August  15,  2000
                                        By: /s/ Michael Jackson
                                        --------------------------
                                        Michael Jackson, Director


Date:  August  15,  2000

                                        By: /s/ Charlo Barbosa
                                        --------------------------
                                        Charlo Barbosa, Director

<PAGE>

                                 Poker.com, Inc.
                                    Form S-8

                                Table of Contents


                                       S-8

PART  II                                                               3
Item  3                                                                3
Item  4                                                                3
Item  5                                                                3
Item  6                                                                3
Item  7                                                                4
Item  8                                                                4
Item  9                                                                4

                                   Exhibit 5.1
Opinion  of  Law  Office  of  Clark,  Wilson                           5

                                  Exhibit 10.7
1998  Combined  Incentive  and  Non-Qualified  Stock  Option  Plan     7

                                  Exhibit 23.1
Consent  of  Pannell  Kerr  Forster                                   18
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9151}]
{"company-data": {"conformed-name": "POKER COM INC", "cik": "0001102432", "assigned-sic": "7389", "irs-number": "980199508", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44240", "film-number": "707401"}, "business-address": {"street1": "1502-1166 ALBERNI ST VANCOUVER", "street2": "BRITISH COLUMBIA", "city": "CANADA V6E 3Z3", "state": "A1", "phone": "6046895998"}, "mail-address": {"street1": "1502-1166 ALBERNI ST VANCOUVER", "street2": "BRITISH COLUMBIA", "city": "CANADA V6E 3Z3"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                                    --------
                             REGISTRATION STATEMENT
                             ----------------------
                                      Under
                           THE SECURITIES ACT OF 1933

                                 POKER.COM, INC.
               (Exact name of Issuer as specified in its charter)

            Florida                                 98-0199508
            -------                                 ----------
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation  or organization)                Number)

#201-1166  Alberni  Street,  Vancouver,  British Columbia, Canada, V6E 3Z3
    (604) 689-5998.
--------------------------------------------------------------------------------
(Address  and  telephone  number  of  Registrant's  principal executive offices)

                                 POKER.COM, INC.
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                 Michael Jackson
                                 Poker.com, Inc.
                            #201-1166 Alberni Street
                           Vancouver British Columbia
                                 Canada V6E 3Z3
                                 (604) 689-5998
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

                                                 Proposed Maximum     Proposed Maximum
Title of Securities To Be         Amount To Be  Offering Price Per   Aggregate Offering
 Registered                        Registered         Share*                Price
--------------------------------  ------------  -------------------  -------------------
Common Shares. . . . . . . . . .       470,000  $              1.00  $           470,000
                                  ------------  -------------------  -------------------
470,000
 .01 par value
--------------------------------
*  Pursuant  to  Rules  457(c),  the  proposed  maximum  offering price per share is the
average  of  the  bid  and  ask  prices  as  of  October  27,  1999.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     Poker.com,  Inc.  (the  "Company") hereby incorporated by reference in this
Registration  Statement  the  following  documents:

(a)     The  Company's  Registration  Statement  on  Form  10-SB, as amended, as
declared  effective  by the Securities and Exchange Commission on June 16, 2000,
including  the  description  of  the  Company's  Common  Stock under the caption
"Description  of  Securities";

(b)     The  Company's  Audited  Financial Statements on Form 10-SB for the year
ended  December  31,  1999;

(c)     The  Company's  Quarterly  Reports  on Form 10-QSB for the quarter ended
March  31,  2000;

All  documents subsequently filed by the Company pursuant to Sections 13 (a), 13
(c), 14 and 15 (d) of the Securities and Exchange Act of 1934, as amended, which
documents  shall  be  deemed  incorporated  by  reference  in  this Registration
Statement  as  a  part  hereof  from  the  date of filing such documents until a
post-effective amendment to this Registration Statement is filed which indicates
that  all  shares  of  Common Stock being offered hereby have been sold or which
deregisters  all  shares  of  Common  Stock  then  remaining  unsold.

Item  4.     DESCRIPTION  OF  SECURITIES

     Not  Applicable.

Item  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  Applicable.

Item  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  Company's  Certificate  of Incorporation provides that, to the fullest
extent  permitted by the Florida Corporations Act, directors and officers of the
Company  shall  undertake to indemnify the officers and directors of the Company
against any contingency or peril as may be determined to be in the best interest
of  the  Company,  and  in  conjunction  therewith, to procure, at the Company's
expense,  policies  of  insurance.

     The  above discussion of the Company's Certificate of Incorporation, Bylaws
and  the  Florida  Corporations  Act  is  only a summary and is qualified in its
entirety  by  the  full  text  of  each  of  the  foregoing.
Item  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  Applicable.

Item  8.     EXHIBITS

4.1     Articles  of  Incorporation  of  the  Company  (1)

4.2     Bylaws  of  the  Company  (2)

5.1*    Opinion  of  Law  Office  of  Clark,  Wilson  as to the legality of the
        Company's  Common  Stock  being  registered

10.7*   Poker.com,  Inc.  1998  Stock  Option  Plan

23.1*     Consent  of  Pannell  Kerr  Forster

23.2*     Consent  of  Law  Office  of  Clark, Wilson (contained in Exhibit 5.1)

-----------

*     Filed  herewith.

(1)     Exhibit  4.1 is incorporated by reference from Exhibit 2.1 on Form 10-SB
        filed  with  the  Securities and Exchange Commission on June  16,  2000.

(2)     Exhibit  4.2 is incorporated by reference from Exhibit 2.2 on Form 10-SB
        filed with the Securities and  Exchange Commission  on  June  16,  2000.

Item  9.     UNDERTAKINGS

     The  Company  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  include  any
additional  or  changed  material  information  on  the  plan  of  distribution.

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

(3)     To  file  a  post-effective amendment to remove from registration any of
the  securities  that  remain  unsold  at  the  end  of  the  offering.
SIGNATURES

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
Poker.com,  Inc.  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,  as  amended,  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in Vancouver, British Columbia on August
15,  2000.

                                                                 POKER.COM, INC.

                                        By:/s/ Michael Jackson
                                        ----------------------------------------
                                        Michael Jackson, Chief Executive Officer

                                        By:/s/ Charlo Barbosa
                                        ----------------------------------------
                                        Charlo Barbosa, President

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

Date:  August  15,  2000
                                        By: /s/ Michael Jackson
                                        --------------------------
                                        Michael Jackson, Director

Date:  August  15,  2000

                                        By: /s/ Charlo Barbosa
                                        --------------------------
                                        Charlo Barbosa, Director
Poker.com, Inc.
                                    Form S-8

                                Table of Contents

                                       S-8

PART  II                                                               3
Item  3                                                                3
Item  4                                                                3
Item  5                                                                3
Item  6                                                                3
Item  7                                                                4
Item  8                                                                4
Item  9                                                                4

                                   Exhibit 5.1
Opinion  of  Law  Office  of  Clark,  Wilson                           5

                                  Exhibit 10.7
1998  Combined  Incentive  and  Non-Qualified  Stock  Option  Plan     7

                                  Exhibit 23.1
Consent  of  Pannell  Kerr  Forster                                   18