As filed with the Securities and Exchange Commission on November 17, 2000
                            Registration No. 0-16206

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                               02-0401674
        (State or other jurisdiction of                (IRS Employer
          incorporation or organization)            Identification Number)

                 375 Passaic Avenue, Fairfield, New Jersey 07004
       (Address of Registrant's principal executive offices and zip code)

       Registrant's telephone number, including area code: (973) 439-1911

           Consulting Agreements with Burton Dubbin, Timothy Stoakes;
 Option Agreement with David Casterline; Officer and Director Compensation Plan
             and Employment and Fee Agreement with Richard P. Greene
                            (Full title of the plans)

                             Henry Dubbin, President
                         Oak Tree Medical Systems, Inc.
                 375 Passaic Avenue, Fairfield, New Jersey 07004
                                 (973) 439-1911
    (Address, including zip code, and telephone number of agent for service)

                                    Copy to:
                             Richard P. Greene, P.A.
       2455 E. Sunrise Boulevard, Suite 905, Ft. Lauderdale, Florida 33304
                                 (954) 564-6616
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------

Title of Each                                  Proposed Maximum            Proposed Maximum            Amount
Class of                        Amount             Offering                    Aggregate                 of
Securities to                    to be             Price per                   Offering             Registration
be Registered                 Registered         Share/Option                    Price                   Fee
<S>                            <C>                <C>                            <C>                    <C>
----------------------------------------------------------------------------------------------

Common Stock, $.01 par value:
Burton Dubbin                  219,600(1)           $.75(3)                       $164,700               $43.48
                               300,000(2)           $.68                           204,000                53.86
Scott Rosenblum                330,000(2)            .68                           224,400                59.24
David Casterline               100,000(2)         $  .60                            60,000                15.84
                                50,000              2.25                           112,500                29.70
                                50,000              3.00                           150,000                39.60
                                50,000              6.00                           300,000                79.20
Timothy Stoakes                 45,000(1)            .75(3)                         33,750                 8.91
                               400,000(2)            .68                           272,000                71.81
                               150,000(2)            .60                            90,000                23.76
Maxwell Rabb                    30,000(2)            .68                            20,400                 5.39
Henry Dubbin                    30,000(2)            .68                            20,400                 5.39
Fred Singer                     30,000(2)            .68                            20,400                 5.39
Jerry Klepner                   30,000(2)            .68                            20,400                 5.39
Simon Boltuch                   20,000(2)            .68                            13,600                 3.59
Richard P. Greene               10,000(1)            .75(3)                          7,500                 1.98
TOTAL                                                                                                   $452.53(4)
</TABLE>

<PAGE>


--------------------------------------------------------------------------------
(1)  Represents  shares issuable pursuant to  agreement(s) for services rendered
or to be rendered.

(2)  Represents shares underlying the options issuable under certain conditions.

(3) The prices hereof may change prior to the effective date of the Registration
Statement;  therefore,  such  prices are  estimated  solely for the  purposes of
computing  the  registration  fee  pursuant to Rule  457(a).

(4)  Reflects the required filing fee.


<PAGE>


                                     PART I

Item 1.  Plan Information.

         Not applicable.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not applicable.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The  Registrant  incorporates  the following  documents by reference in
this Registration Statement:

         (a) The Registrant's  Annual Report on Form  10-KSB for the fiscal year
ended May 31, 2000;

         (b) The Registrant's  Quarterly Report on Form  10-QSB for  the quarter
ended August 31, 2000;

         (c) The Registrant's  Articles of Incorporation and Amendments thereto,
and the Registrant's Bylaws;

         (d) All  other  documents  filed by  Registrant  after the date of this
Registration  Statement  under  Section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment to this  Registration  Statement  that  registers  securities  covered
hereunder that remain unsold.

Item 4.  Description of Securities.

         The  class  of  securities  to be  offered  hereby  is  subject  to the
reporting  requirements of the Securities Exchange Act of 1934, as amended.  The
Company's  authorized  capitalization is 25,000,000 shares of common stock, $.01
par value, of which  approximately  7,080,039  shares of common stock are issued
and outstanding.

         Holders of the  Company's  Common  Stock are  entitled  to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative  voting rights and therefore,  holders of a
majority  of the  outstanding  shares of Common  Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any  members to the board of  directors.  The  Company's  board of
directors has authority, without action by the Company's shareholders,  to issue
all or any portion of the authorized but unissued shares of Common Stock,  which
would reduce the  percentage  ownership of the Company of its  shareholders  and
which would dilute the book value of the Common Stock.



<PAGE>


         Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the  Company,  the  shares of Common  Stock are  entitled  to share  equally  in
corporate assets after the  satisfaction of all  liabilities.  Holders of Common
Stock are entitled to receive such  dividends as the board of directors may from
time  to time  declare  out of  funds  legally  available  for  the  payment  of
dividends.  During  the last two  fiscal  years  the  Company  has not paid cash
dividends  on its  Common  Stock and does not  anticipate  that it will pay cash
dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Officers and Directors.

         The Registrant is a Delaware  corporation.  The General Corporation Law
of Delaware provides authority for broad indemnification of directors, officers,
employees and agents.  The Registrant's  Articles of Incorporation,  as Amended,
incorporate  the  indemnification  provisions of the General  Corporation Law of
Delaware to the fullest extent provided.

         The Registrant  has entered into  indemnification  agreements  with its
Directors  indemnifying them against liability and reasonable costs and expenses
incurred in litigation  arising by reason of the fact that he or she is or was a
director, officer, stockholder,  employee, or agent of the Registrant,  provided
that the director acted in good faith and in a manner reasonably  intended to be
in or not opposed to the best interests of the  Registrant,  and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

Exhibit           Description


5                 Opinion of Richard P. Greene, P.A.

10.1              Consulting Agreement with Burton Dubbin, dated August 1997 *
10.2              Option Agreement with David Casterline, dated July 19, 2000
10.3              Agreement with Timothy Stoakes, dated July 19, 2000
10.4              Officer and Director Compensation Plan, dated October 26, 2000
10.5              Employment and Fee Agreement with Richard P. Greene, P.A.,
                  dated September 27, 2000

23.1              Consent of Richard P. Greene, P.A.
23.2              Consent of Wiss and Company, LLP
---------------------

* Previously filed with 1997 Form 10-KSB and incorporated by reference.





<PAGE>


Item 9.  Undertakings.

         A.       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 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.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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  offered 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.

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

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by final adjudication of such issue.



<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 the  Registration  Statement 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 Miami, State of Florida,
on this 16th day of November, 2000


                                       OAK TREE MEDICAL SYSTEMS, INC.


                    By:  /s/ Henry Dubbin
               -------------------------------------
                             Henry Dubbin, President


                    By:  /s/ Simon Boltuch
                -------------------------------------
                             Simon Boltuch, CFO



<PAGE>
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


Exhibit           Description                                                           Page
-------           -----------                                                           -----
<S>                <C>                                                                 <C>

5                 Opinion of Richard P. Greene, P.A.

10.1              Consulting Agreement with Burton Dubbin, dated August 1997 *
10.2              Option Agreement with David Casterline, dated July 19, 2000
10.3              Agreement with Timothy Stoakes, dated July 19, 2000
10.4              Officer and Director Compensation Plan, dated October 26, 2000
10.5              Employment and Fee Agreement with Richard P. Greene, P.A.,
                  dated September 27, 2000

23.1              Consent of Richard P. Greene, P.A.
23.2              Consent of Wiss and Company, LLP
---------------------

* Previously filed with 1997 Form 10-KSB and incorporated by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 14731}]
{"company-data": {"conformed-name": "OAK TREE MEDICAL SYSTEMS INC", "cik": "0000799426", "assigned-sic": "8000", "irs-number": "020401674", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50228", "film-number": "772743"}, "business-address": {"street1": "2797 OCEAN PARKWAY", "city": "BROOKLYN", "state": "NY", "zip": "11235", "phone": "7187696042"}, "mail-address": {"street1": "16504 STONEHAVE RD", "city": "MIAMI LAKES", "state": "FL", "zip": "33014"}, "former-company": {"former-conformed-name": "OAK TREE CONSTRUCTION COMPUTERS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 17, 2000
                            Registration No. 0-16206

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                               02-0401674
        (State or other jurisdiction of                (IRS Employer
          incorporation or organization)            Identification Number)

                 375 Passaic Avenue, Fairfield, New Jersey 07004
       (Address of Registrant's principal executive offices and zip code)

       Registrant's telephone number, including area code: (973) 439-1911

           Consulting Agreements with Burton Dubbin, Timothy Stoakes;
 Option Agreement with David Casterline; Officer and Director Compensation Plan
             and Employment and Fee Agreement with Richard P. Greene
                            (Full title of the plans)

                             Henry Dubbin, President
                         Oak Tree Medical Systems, Inc.
                 375 Passaic Avenue, Fairfield, New Jersey 07004
                                 (973) 439-1911
    (Address, including zip code, and telephone number of agent for service)

                                    Copy to:
                             Richard P. Greene, P.A.
       2455 E. Sunrise Boulevard, Suite 905, Ft. Lauderdale, Florida 33304
                                 (954) 564-6616
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------

Title of Each                                  Proposed Maximum            Proposed Maximum            Amount
Class of                        Amount             Offering                    Aggregate                 of
Securities to                    to be             Price per                   Offering             Registration
be Registered                 Registered         Share/Option                    Price                   Fee
----------------------------------------------------------------------------------------------

Common Stock, $.01 par value:
Burton Dubbin                  219,600(1)           $.75(3)                       $164,700               $43.48
                               300,000(2)           $.68                           204,000                53.86
Scott Rosenblum                330,000(2)            .68                           224,400                59.24
David Casterline               100,000(2)         $  .60                            60,000                15.84
                                50,000              2.25                           112,500                29.70
                                50,000              3.00                           150,000                39.60
                                50,000              6.00                           300,000                79.20
Timothy Stoakes                 45,000(1)            .75(3)                         33,750                 8.91
                               400,000(2)            .68                           272,000                71.81
                               150,000(2)            .60                            90,000                23.76
Maxwell Rabb                    30,000(2)            .68                            20,400                 5.39
Henry Dubbin                    30,000(2)            .68                            20,400                 5.39
Fred Singer                     30,000(2)            .68                            20,400                 5.39
Jerry Klepner                   30,000(2)            .68                            20,400                 5.39
Simon Boltuch                   20,000(2)            .68                            13,600                 3.59
Richard P. Greene               10,000(1)            .75(3)                          7,500                 1.98
TOTAL                                                                                                   $452.53(4)
--------------------------------------------------------------------------------
(1)  Represents  shares issuable pursuant to  agreement(s) for services rendered
or to be rendered.

(2)  Represents shares underlying the options issuable under certain conditions.

(3) The prices hereof may change prior to the effective date of the Registration
Statement;  therefore,  such  prices are  estimated  solely for the  purposes of
computing  the  registration  fee  pursuant to Rule  457(a).

(4)  Reflects the required filing fee.
PART I

Item 1.  Plan Information.

         Not applicable.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not applicable.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The  Registrant  incorporates  the following  documents by reference in
this Registration Statement:

         (a) The Registrant's  Annual Report on Form  10-KSB for the fiscal year
ended May 31, 2000;

         (b) The Registrant's  Quarterly Report on Form  10-QSB for  the quarter
ended August 31, 2000;

         (c) The Registrant's  Articles of Incorporation and Amendments thereto,
and the Registrant's Bylaws;

         (d) All  other  documents  filed by  Registrant  after the date of this
Registration  Statement  under  Section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment to this  Registration  Statement  that  registers  securities  covered
hereunder that remain unsold.

Item 4.  Description of Securities.

         The  class  of  securities  to be  offered  hereby  is  subject  to the
reporting  requirements of the Securities Exchange Act of 1934, as amended.  The
Company's  authorized  capitalization is 25,000,000 shares of common stock, $.01
par value, of which  approximately  7,080,039  shares of common stock are issued
and outstanding.

         Holders of the  Company's  Common  Stock are  entitled  to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative  voting rights and therefore,  holders of a
majority  of the  outstanding  shares of Common  Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any  members to the board of  directors.  The  Company's  board of
directors has authority, without action by the Company's shareholders,  to issue
all or any portion of the authorized but unissued shares of Common Stock,  which
would reduce the  percentage  ownership of the Company of its  shareholders  and
which would dilute the book value of the Common Stock.
Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the  Company,  the  shares of Common  Stock are  entitled  to share  equally  in
corporate assets after the  satisfaction of all  liabilities.  Holders of Common
Stock are entitled to receive such  dividends as the board of directors may from
time  to time  declare  out of  funds  legally  available  for  the  payment  of
dividends.  During  the last two  fiscal  years  the  Company  has not paid cash
dividends  on its  Common  Stock and does not  anticipate  that it will pay cash
dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Officers and Directors.

         The Registrant is a Delaware  corporation.  The General Corporation Law
of Delaware provides authority for broad indemnification of directors, officers,
employees and agents.  The Registrant's  Articles of Incorporation,  as Amended,
incorporate  the  indemnification  provisions of the General  Corporation Law of
Delaware to the fullest extent provided.

         The Registrant  has entered into  indemnification  agreements  with its
Directors  indemnifying them against liability and reasonable costs and expenses
incurred in litigation  arising by reason of the fact that he or she is or was a
director, officer, stockholder,  employee, or agent of the Registrant,  provided
that the director acted in good faith and in a manner reasonably  intended to be
in or not opposed to the best interests of the  Registrant,  and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

Exhibit           Description

5                 Opinion of Richard P. Greene, P.A.

10.1              Consulting Agreement with Burton Dubbin, dated August 1997 *
10.2              Option Agreement with David Casterline, dated July 19, 2000
10.3              Agreement with Timothy Stoakes, dated July 19, 2000
10.4              Officer and Director Compensation Plan, dated October 26, 2000
10.5              Employment and Fee Agreement with Richard P. Greene, P.A.,
                  dated September 27, 2000

23.1              Consent of Richard P. Greene, P.A.
23.2              Consent of Wiss and Company, LLP
---------------------

* Previously filed with 1997 Form 10-KSB and incorporated by reference.
Item 9.  Undertakings.

         A.       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 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.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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  offered 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.

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

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by final adjudication of such issue.
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 the  Registration  Statement 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 Miami, State of Florida,
on this 16th day of November, 2000

                                       OAK TREE MEDICAL SYSTEMS, INC.

                    By:  /s/ Henry Dubbin
               -------------------------------------
                             Henry Dubbin, President

                    By:  /s/ Simon Boltuch
                -------------------------------------
                             Simon Boltuch, CFO
EXHIBIT INDEX

Exhibit           Description                                                           Page
-------           -----------                                                           -----
5                 Opinion of Richard P. Greene, P.A.

10.1              Consulting Agreement with Burton Dubbin, dated August 1997 *
10.2              Option Agreement with David Casterline, dated July 19, 2000
10.3              Agreement with Timothy Stoakes, dated July 19, 2000
10.4              Officer and Director Compensation Plan, dated October 26, 2000
10.5              Employment and Fee Agreement with Richard P. Greene, P.A.,
                  dated September 27, 2000

23.1              Consent of Richard P. Greene, P.A.
23.2              Consent of Wiss and Company, LLP
---------------------

* Previously filed with 1997 Form 10-KSB and incorporated by reference.