S-8 FORM S-8 FOR COMPENSATION SHARES FOR SIMON THURLOW

             As filed with the Securities and Exchange Commission on
                                October 20, 2004
                           Registration No. 333-67884

                                   ----------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                AUTOCARBON, INC.

                                   ----------
             (Exact name of registrant as specified in its charter)

            Delaware                                              33-0976805
------------------------------                              --------------------
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         Suite 2F, 126 East 83rd Street
                            New York, New York 10028

               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                      Shares Issued for Management Services

               --------------------------------------------------
                            (Full title of the plans)

                        Simon Thurlow, President and CEO
                                Autocarbon, Inc.
                         Suite 2F, 126 East 83rd Street
                            New York, New York 10028

               --------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 717-4073

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

                                   copies to:
                              Roger L. Fidler, Esq.
                                400 Grove Street
                               Glen Rock, NJ 07452
                                 (201) 445-7399

Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.

                                       -1-
<PAGE>

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box []

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                  Proposed
                                                                  Maximum        Proposed
Title of Each                                                  Offering Price   aggregate      Amount of
class of securities                            Amount to be     per share (1)    offering     Registration
to be Registered                                registered           (2)           price         fee (1)
------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>            <C>
Common Stock,
$.0001 par value                                 1,100,000       $55,000         $.05           $6.97
</TABLE>

----------

(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our common stock on September 28, 2004, a date
within five (5) days prior to the date of filing of this registration statement,
as reported by the Pink Sheets.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) This registration statement shall also cover any additional shares of our
common stock which become issuable pursuant to this registration statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.

Documents Incorporated by Reference            |X|   Yes     |_|   No

                                       -2-
<PAGE>


                                     PART II

Item 3.     Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a) Our Registration Statement SB-2 (and all amendments thereto) and all
Exhibits thereto filed pursuant to Securities Act of 1933, as amended (the "1933
Act") (File No. 333-67884);

(b) Our Annual Report on Form 10-KSB for the year ended March 31, 2004 and filed
pursuant to Section 15(d) of the Securities Exchange Act of 1934 (the "1934
Act")(File No. 005-78248.

(c) Our Quarterly Reports on Form 10-QSB for the quarters ended June 30, 2004
filed pursuant to Section 15(d) of the 1934 Act.

(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective amendment to the
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in the registration
statement and to be part thereof from the date of filing of such documents.

Item 4.      Description of Securities.

Not Applicable.

Item 5.      Interest of Named Experts and Counsel.

Certain legal matters in connection with our common shares being registered in
this registration statement will be passed upon for us by Roger L. Fidler, Esq.,
400 Grove Street, Glen Rock, New Jersey 07452. Mr. Fidler has no interest in the
securities of the Company.

Item 6.      Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Delaware law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum

                                       -3-

<PAGE>

consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Delaware law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have 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. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

Item 7.      Exemption From Registration Claimed.

Not Applicable.

Item 8.      Exhibits.

Number Description

4.1   Compensation Agreement dated September 29, 2004 between us and Simon
      Thurlow

5.1   Consent and Opinion of Roger L. Fidler, Esq.

23.1  Consent of Aaron Stein, Certified Public Accountant


                                       -4-
<PAGE>


Item 9.      Undertakings.

The undersigned 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:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.

(b) To 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, represent a fundamental change
in the information set forth in the registration statement; and

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

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(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) That, for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) 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.

(5) 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
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Registration S-B 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.

                                       -5-

<PAGE>

(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
Registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.

(7) To transmit or cause to be transmitted to all employees participating in the
Plans who do not otherwise receive such material as stockholders of the
Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.

                                       -6-

<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, there unto duly
authorized, in the City of New York, State of New York, on September 29, 2004.

                                AUTOCARBON, INC.


                                By:/s/ Simon Thurlow
                                       Simon Thurlow
                                President, Chief Executive
                                Officer,
                                Chief Financial Officer and
                                Director

                                POWER OF ATTORNEY

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

By: /s/ Simon Thurlow     President, Chief Executive Officer   Dated:  September
    ------------------    Chief Financial Officer and Director 29, 2004
        Simon Thurlow

                                       -7-
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S-8 FORM S-8 FOR COMPENSATION SHARES FOR SIMON THURLOW

             As filed with the Securities and Exchange Commission on
                                October 20, 2004
                           Registration No. 333-67884

                                   ----------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                AUTOCARBON, INC.

                                   ----------
             (Exact name of registrant as specified in its charter)

            Delaware                                              33-0976805
------------------------------                              --------------------
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         Suite 2F, 126 East 83rd Street
                            New York, New York 10028

               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                      Shares Issued for Management Services

               --------------------------------------------------
                            (Full title of the plans)

                        Simon Thurlow, President and CEO
                                Autocarbon, Inc.
                         Suite 2F, 126 East 83rd Street
                            New York, New York 10028

               --------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 717-4073

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

                                   copies to:
                              Roger L. Fidler, Esq.
                                400 Grove Street
                               Glen Rock, NJ 07452
                                 (201) 445-7399

Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.

                                       -1-
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box []

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                  Maximum        Proposed
Title of Each                                                  Offering Price   aggregate      Amount of
class of securities                            Amount to be     per share (1)    offering     Registration
to be Registered                                registered           (2)           price         fee (1)
------------------------------------------------------------------------------------------------------------
Common Stock,
$.0001 par value                                 1,100,000       $55,000         $.05           $6.97
----------

(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our common stock on September 28, 2004, a date
within five (5) days prior to the date of filing of this registration statement,
as reported by the Pink Sheets.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) This registration statement shall also cover any additional shares of our
common stock which become issuable pursuant to this registration statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.

Documents Incorporated by Reference            |X|   Yes     |_|   No

                                       -2-
PART II

Item 3.     Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a) Our Registration Statement SB-2 (and all amendments thereto) and all
Exhibits thereto filed pursuant to Securities Act of 1933, as amended (the "1933
Act") (File No. 333-67884);

(b) Our Annual Report on Form 10-KSB for the year ended March 31, 2004 and filed
pursuant to Section 15(d) of the Securities Exchange Act of 1934 (the "1934
Act")(File No. 005-78248.

(c) Our Quarterly Reports on Form 10-QSB for the quarters ended June 30, 2004
filed pursuant to Section 15(d) of the 1934 Act.

(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective amendment to the
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in the registration
statement and to be part thereof from the date of filing of such documents.

Item 4.      Description of Securities.

Not Applicable.

Item 5.      Interest of Named Experts and Counsel.

Certain legal matters in connection with our common shares being registered in
this registration statement will be passed upon for us by Roger L. Fidler, Esq.,
400 Grove Street, Glen Rock, New Jersey 07452. Mr. Fidler has no interest in the
securities of the Company.

Item 6.      Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Delaware law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum

                                       -3-
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Delaware law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have 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. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

Item 7.      Exemption From Registration Claimed.

Not Applicable.

Item 8.      Exhibits.

Number Description

4.1   Compensation Agreement dated September 29, 2004 between us and Simon
      Thurlow

5.1   Consent and Opinion of Roger L. Fidler, Esq.

23.1  Consent of Aaron Stein, Certified Public Accountant

                                       -4-
Item 9.      Undertakings.

The undersigned 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:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.

(b) To 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, represent a fundamental change
in the information set forth in the registration statement; and

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

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(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) That, for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) 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.

(5) 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
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Registration S-B 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.

                                       -5-
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
Registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.

(7) To transmit or cause to be transmitted to all employees participating in the
Plans who do not otherwise receive such material as stockholders of the
Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.

                                       -6-
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, there unto duly
authorized, in the City of New York, State of New York, on September 29, 2004.

                                AUTOCARBON, INC.

                                By:/s/ Simon Thurlow
                                       Simon Thurlow
                                President, Chief Executive
                                Officer,
                                Chief Financial Officer and
                                Director

                                POWER OF ATTORNEY

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

By: /s/ Simon Thurlow     President, Chief Executive Officer   Dated:  September
    ------------------    Chief Financial Officer and Director 29, 2004
        Simon Thurlow

                                       -7-