<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                              APO Health, Inc.
            (Exact Name of Registrant as Specified in Its Charter)

                                  Nevada
        (State or Other Jurisdiction of Incorporation or Organization)

                                86-0871787
                   (I.R.S. Employer Identification No.)

             3950 Oceanside Road, Oceanside, New York, 11572
          (Address of Principal Executive Offices)   (Zip Code)

             CONSULTANT'S COMPENSATION PLAN (600,000 shares)
                          (Full Title of the Plan)

                               Dr. Jan Stahl
                   President and Chief Executive Officer
             3950 Oceanside Road,  Oceanside, New York,  11572
                  (Name and Address of Agent for Service)
                              (516-594-0005)
        (Telephone Number, Including Area Code, of Agent For Service)


<TABLE>
============================================================================================
                         Calculation of Registration Fee
============================================================================================
<CAPTION>
Proposed Maximum amount of Securities to be registered: 600,000

Amount of       Title of Securities    Amount To Be          Offering             Fee
Aggregate        To Be Registered      Registered(1)     Price Per Share(2)   Registration
Common
<S>             <C>                    <C>               <C>                  <C>
$528,000         Par Value, $.001        600,000               $.88             $132.00

============================================================================================
<FN>
1    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee and benefit
     plans described herein.

2    Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) based on the average of the high and low prices
     reported on the OTC-BB on November 26, 2001, which was $.88.
</FN>
</TABLE>
<PAGE>
                                   PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The information required for this Item is included in documents distributed to
the Participant.  APO Health, Inc. (The Company", "we", "us" or the
"Registrant") is offering a total of 600,000 shares of its Common Stock to
professionals and consultants for services including legal consulting,
and other consulting services, including administrative, computer software,
and marketing consulting services.  The issuance of shares is being made
pursuant to the Consultants Compensation Plan (the "Plan") adopted by the
Board of Directors on November 15, 2001.  The 600,000 shares will cover the
costs of previously rendered services as well as ongoing services to the
Company.  A copy of the Plan has been distributed to three such consultants.
Each consultant has agreed to accept shares under the Plan in lieu of a cash
payment for its services.  The shares issued hereunder will not be subject to
any resale restrictions.  The Plan is not qualified under ERISA, nor is this
Plan qualified under Section 401(a) of the Internal Revenue Code.

There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant.  The purpose of this Registration
of securities on Form S-8 is to compensate individuals and/or entities that
have performed and continue to perform services to the Registrant.  The Board
has authorized this registration statement and has written the Plan to satisfy
present and future compensation obligations to professionals and consultants.
This registration is limited to 600,000 shares.  The Consultants that are
eligible for shares under the Plan have performed, or will perform in the
future, services or activities for which shares may be issued under a Form
S-8. Consultants may contact Dr. Jan Stahl, the Plan Administrator and
President of the Registrant, with any questions at (516) 594-0005.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required for this Item is included in documents distributed to
the Participant.

<PAGE>
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by APO Health, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as
of their respective dates, hereby incorporated by reference in this
Registration Statement:

(i) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;

(ii) All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Company's
documents referred to in Paragraph (i) above; and

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.001
per share (the "Shares"), offered hereby have been sold or that all Shares
then remaining unsold have been deregistered shall be deemed to be
incorporated by reference in and made a part of this Registration Statement
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in a document subsequently filed
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not required.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not required.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Nevada corporations are authorized to indemnify against liability any person
who is a party to any legal proceeding because such person is a director or
officer of the corporation. The officer or director must act in good faith and
in a manner reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, have no reasonable
cause to believe the conduct was unlawful. Nevada law does not allow
indemnification for an act or omission that involves intentional misconduct or
a knowing violation of a law. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is found liable, unless the court in which such action was
brought

<PAGE>
determines such person is fairly and reasonably entitled to indemnification.
Indemnification is required if a director or officer has been successful on
the merits.

The indemnification authorized under Nevada law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.

Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Nevada law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or 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.

There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibits.

Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 of regulation S-B.

SEC
Exhibit
No.         Description
-----------------------------------------------------------------------------
3.01        Articles of Incorporation.*

3.02        Bylaws.*

4.01        APO Health, Inc. Consultants' Compensation Plan, dated
            November 15, 2001

5.01        Letter opinion, including consent of Law Office of Andrea Cataneo
            Ltd. regarding legality of Common Stock to be issued pursuant
            Consultant's Compensation Plan.

23.01       Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion
            in Exhibit 5.1).

23.02       Consent of Mark Stuck, independent certified
            public accountant.
-----------------------------------------------------------------------------

* Previously Filed.

<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 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) 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 the 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 it meets all 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 Oceanside, State of New York, on this 27th day of
November 2001.

                              APO HEALTH, INC.

                  By:    /S/ DR. JAN STAHL
                       --------------------------------
                         Dr. Jan Stahl,
                         Chief Executive Officer, Chairman



                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dr. Jan Stahl , his true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.

SIGNATURE                                               DATE

 /S/ DR. JAN STAHL                                 November 27, 2001
------------------------
Dr. Jan Stahl, President,
 Chief Executive Officer, Chairman

 /S/ PETER STEIL                                   November 27, 2001
------------------------
Peter Steil,
 Member of the Board

 /S/ KEN LEVENTHAL                                 November 27, 2001
------------------------
Ken Leventhal,
  Member of the Board
[{"type": "S-8", "sequence": "1", "filename": "apo_s8.txt", "description": "FORM S-8 OF APO HEALTH, INC.", "secsgml_size_bytes": 14036}]
{"company-data": {"conformed-name": "APO HEALTH INC /NV/", "cik": "0001076607", "assigned-sic": "9995", "irs-number": "860871787", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74116", "film-number": "1801436"}, "business-address": {"street1": "3590 OCEANSIDE ROAD", "street2": "-", "city": "OCEANSIDE", "state": "NY", "zip": "11572", "phone": "8003652839"}, "mail-address": {"street1": "2080 E. FLAMINGO RD", "street2": "SUITE 112", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}, "former-company": [{"former-conformed-name": "CARIBBEAN VENTURES INC /NV/", "date-changed": "19990112"}, {"former-conformed-name": "INTERNETFINANCIALCORP COM INC", "date-changed": "20000229"}]}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                              APO Health, Inc.
            (Exact Name of Registrant as Specified in Its Charter)

                                  Nevada
        (State or Other Jurisdiction of Incorporation or Organization)

                                86-0871787
                   (I.R.S. Employer Identification No.)

             3950 Oceanside Road, Oceanside, New York, 11572
          (Address of Principal Executive Offices)   (Zip Code)

             CONSULTANT'S COMPENSATION PLAN (600,000 shares)
                          (Full Title of the Plan)

                               Dr. Jan Stahl
                   President and Chief Executive Officer
             3950 Oceanside Road,  Oceanside, New York,  11572
                  (Name and Address of Agent for Service)
                              (516-594-0005)
        (Telephone Number, Including Area Code, of Agent For Service)

============================================================================================
                         Calculation of Registration Fee
============================================================================================
Proposed Maximum amount of Securities to be registered: 600,000

Amount of       Title of Securities    Amount To Be          Offering             Fee
Aggregate        To Be Registered      Registered(1)     Price Per Share(2)   Registration
Common
$528,000         Par Value, $.001        600,000               $.88             $132.00

============================================================================================
1    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee and benefit
     plans described herein.

2    Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) based on the average of the high and low prices
     reported on the OTC-BB on November 26, 2001, which was $.88.
PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The information required for this Item is included in documents distributed to
the Participant.  APO Health, Inc. (The Company", "we", "us" or the
"Registrant") is offering a total of 600,000 shares of its Common Stock to
professionals and consultants for services including legal consulting,
and other consulting services, including administrative, computer software,
and marketing consulting services.  The issuance of shares is being made
pursuant to the Consultants Compensation Plan (the "Plan") adopted by the
Board of Directors on November 15, 2001.  The 600,000 shares will cover the
costs of previously rendered services as well as ongoing services to the
Company.  A copy of the Plan has been distributed to three such consultants.
Each consultant has agreed to accept shares under the Plan in lieu of a cash
payment for its services.  The shares issued hereunder will not be subject to
any resale restrictions.  The Plan is not qualified under ERISA, nor is this
Plan qualified under Section 401(a) of the Internal Revenue Code.

There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant.  The purpose of this Registration
of securities on Form S-8 is to compensate individuals and/or entities that
have performed and continue to perform services to the Registrant.  The Board
has authorized this registration statement and has written the Plan to satisfy
present and future compensation obligations to professionals and consultants.
This registration is limited to 600,000 shares.  The Consultants that are
eligible for shares under the Plan have performed, or will perform in the
future, services or activities for which shares may be issued under a Form
S-8. Consultants may contact Dr. Jan Stahl, the Plan Administrator and
President of the Registrant, with any questions at (516) 594-0005.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required for this Item is included in documents distributed to
the Participant.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by APO Health, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as
of their respective dates, hereby incorporated by reference in this
Registration Statement:

(i) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;

(ii) All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Company's
documents referred to in Paragraph (i) above; and

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.001
per share (the "Shares"), offered hereby have been sold or that all Shares
then remaining unsold have been deregistered shall be deemed to be
incorporated by reference in and made a part of this Registration Statement
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in a document subsequently filed
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not required.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not required.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Nevada corporations are authorized to indemnify against liability any person
who is a party to any legal proceeding because such person is a director or
officer of the corporation. The officer or director must act in good faith and
in a manner reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, have no reasonable
cause to believe the conduct was unlawful. Nevada law does not allow
indemnification for an act or omission that involves intentional misconduct or
a knowing violation of a law. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is found liable, unless the court in which such action was
brought
determines such person is fairly and reasonably entitled to indemnification.
Indemnification is required if a director or officer has been successful on
the merits.

The indemnification authorized under Nevada law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.

Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Nevada law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or 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.

There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibits.

Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 of regulation S-B.

SEC
Exhibit
No.         Description
-----------------------------------------------------------------------------
3.01        Articles of Incorporation.*

3.02        Bylaws.*

4.01        APO Health, Inc. Consultants' Compensation Plan, dated
            November 15, 2001

5.01        Letter opinion, including consent of Law Office of Andrea Cataneo
            Ltd. regarding legality of Common Stock to be issued pursuant
            Consultant's Compensation Plan.

23.01       Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion
            in Exhibit 5.1).

23.02       Consent of Mark Stuck, independent certified
            public accountant.
-----------------------------------------------------------------------------

* Previously Filed.
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 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) 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 the 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 it meets all 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 Oceanside, State of New York, on this 27th day of
November 2001.

                              APO HEALTH, INC.

                  By:    /S/ DR. JAN STAHL
                       --------------------------------
                         Dr. Jan Stahl,
                         Chief Executive Officer, Chairman

                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dr. Jan Stahl , his true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.

SIGNATURE                                               DATE

 /S/ DR. JAN STAHL                                 November 27, 2001
------------------------
Dr. Jan Stahl, President,
 Chief Executive Officer, Chairman

 /S/ PETER STEIL                                   November 27, 2001
------------------------
Peter Steil,
 Member of the Board

 /S/ KEN LEVENTHAL                                 November 27, 2001
------------------------
Ken Leventhal,
  Member of the Board