SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                             FORMULA FOOTWEAR, INC.
                                   -----------
             (Exact Name of Registrant as Specified in its Charter)


            Utah                                33-0317292
            ----                                ----------
  (State or Other Jurisdiction            (IRS Employer ID No.)
  of incorporation or organization)


                         5525 South 900 East, Suite 110
                           Salt Lake City, Utah 84117
                           --------------------------
                    (Address of Principal Executive Offices)

                                 (801) 262-8844
                                 --------------
                (Issuer's Telephone Number, including Area Code)

                     Consultant Compensation Agreement No. 1
                     ---------------------------------------
                            (Full Title of the Plan)

                                 James P. Doolin
                         5525 South 900 East, Suite 110
                           Salt Lake City, Utah 84117
                           --------------------------
                     (Name and Address of Agent for Service)

                                 (801) 262-8844
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)


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

                                  Proposed     Proposed
Title of                          Maximum      Maximum           Amount of
Securities to    Amount to        Price per    Aggregate         Registration
be Registered    be Registered    Unit         Offering Price    Fee
-----------------------------------------------------------------------------
$0.001 par
value common
voting stock     50,000           $0.01       $500              $0.14
-----------------------------------------------------------------------------
<PAGE>


                          PART I
Item 1.  Plan Information.
-------------------------

     Plan.
     ----

     A copy of the  Consultant  Compensation  Agreement  No. 1 (the  "Plan")  is
attached hereto and incorporated herein by reference.

Item 2.  Registrant Information and Employee Plan Annual Information.
-------------------------------------------------------------------

     Available Information.
     ---------------------

     Copies of the Plan,  10-KSB Annual Report of the  Registrant for the fiscal
year ended March 31, 2000, all 10-QSB  Quarterly  Reports,  any Current  Reports
and/or proxy or  information  statements  filed with the Securities and Exchange
Commission (the  "Commission")  during the past twelve months have been provided
to the Plan participants.

     The Registrant  also  undertakes to furnish,  without  charge,  to any such
participant or person purchasing any of the securities  registered hereby copies
of all of such  documentation.  Requests  should be directed to James P. Doolin,
President,  at the address  and  telephone  appearing  on the Cover Page of this
Registration Statement.

     Additional  information  regarding  the  Registrant  may be reviewed at the
Commission's web site: www.sec.gov.

                               PART II

            Information Required in the Registration Statement
            --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------

     The  following   documents  are   incorporated   by  reference   into  this
Registration Statement and made a part hereof, to wit:

          (a)  The Registrant's 10-KSB Annual Report for the calendar year ended
               March 31, 2000,  filed with the Commission on or about August 7,
               2000;

          (b)  All other  reports filed  pursuant to Sections  13(a) or 15(d) of
               the Securities  Exchange Act of 1934 (the "Exchange Act") for the
               past twelve months;

          (c) Not applicable.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold,  shall also be
deemed to be incorporated by reference into this Registration Statement and made
a part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.
-----------------------------------

     The  Registrant  is  authorized  to issue  one class of  securities,  being
comprised  of  $0.001  par  value  common   voting  stock   (50,000,000   shares
authorized). The Registrant has no other class of securities.

     The holders of the $0.001 par value  common  stock of the  Registrant  have
traditional rights as to voting, dividends and liquidation. All shares of common
stock are entitled to one vote on all matters;  there are no pre-emptive  rights
and  cumulative  voting is not  allowed.  The  common  stock is not  subject  to
redemption and carries no  subscription  or conversion  rights.  In the event of
liquidation of the Registrant, the holders of common stock are entitled to share
equally in corporate assets after  satisfaction of all liabilities,  as fixed by
the Board of Directors of the Registrant.
<PAGE>

Item 5.  Interest of Named Experts and Counsel.
-----------------------------------------------

     Branden T. Burningham,  Esq., who has prepared this Registration Statement,
the Plan and an Opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration  Statement,
owns no shares  of common  stock of the  Registrant  and is not  deemed to be an
affiliate  of the  Registrant  or a person  associated  with an affiliate of the
Registrant. See Item 8 below.

Item 6.  Indemnification of Directors and Executive Officers.
-------------------------------------------------------------

     Section   16-10a-902(1)  of  the  Utah  Revised  Business  Corporation  Act
authorizes a Utah  corporation  to  indemnify  any  director  against  liability
incurred in any  proceeding  if he or she acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

     Section  16-10a-902(4)  prohibits a Utah  corporation  from  indemnifying a
director  in a  proceeding  by or in the right of the  corporation  in which the
director was adjudged  liable to the corporation or in a proceeding in which the
director was adjudged  liable on the basis that he or she improperly  received a
personal benefit.  Otherwise,  Section 16-10a-902(5) allows  indemnification for
reasonable  expenses incurred in connection with a proceeding by or in the right
of a corporation.

     Unless  limited  by  the  Articles  of  Incorporation,  Section  16-10a-905
authorizes a director to apply for  indemnification  to the court conducting the
proceeding or another  court of competent  jurisdiction.  Section  16-10a-907(1)
extends this right to officers of a corporation as well.

     Unless  limited  by  the  Articles  of  Incorporation,  Section  16-10a-903
requires  that a  corporation  indemnify a director who was  successful,  on the
merits or otherwise,  in defending any proceeding to which he or she was a party
against   reasonable   expenses  incurred  in  connection   therewith.   Section
16-10a-907(1) extends this protection to officers of a corporation as well.

     Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard  of conduct  specified  in Section  16-10a-902.  Unless  limited by the
Articles of  Incorporation,  Section  16-10a-907(2)  extends this  protection to
officers, employees, fiduciaries and agents of a corporation as well.

     Regardless of whether a director, officer, employee, fiduciary or agent has
the right to indemnity under the Utah Revised Business  Corporation Act, Section
16-10a-908  allows the corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.

<PAGE>

Item 7.  Exemption from Registration Claimed.
---------------------------------------------

     None.

Item 8.  Exhibits.
------------------

Exhibit
Number
------

  5       Opinion regarding Legality

 23.1     Consent of Branden T. Burningham, Esq.

 23.2     Consent of HJ & Associates,
          Certified Public Accountants

 99.1     Consultant Compensation Agreement No. 1

               Counterpart Signature Pages

               Participant Response Letters

               Participant Letter

Item 9.  Undertakings.
----------------------

     The undersigned Registrant hereby undertakes:

          (a) (1) To file,  during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

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

                     (ii)     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

                    (iii)     To include any additional or changed 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, only to the extent required
                              by the general rules and regulations of the
                              Commission.


<PAGE>

               (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.

          (b)  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 Exchange Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Exchange 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.

          (c)  Insofar as indemnification for liabilities arising under the
               1933 Act, as amended, may be permitted to directors, executive
               officers and controlling persons of the Registrant as outlined
               above or otherwise, the Registrant has been advised that in the
               opinion of the Commission, such indemnification is against
               public policy as expressed in the 1933 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,
               executive officer or controlling person of the Registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, executive 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 of whether such
               indemnification by it is against public policy as expressed in
               the 1933 Act and will be governed by the final adjudication of
               such issue.

<PAGE>

                               SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, on the date
or dates appearing opposite the respective signatures hereto.

                              REGISTRANT:

Date: 12/4/00                   By /S/ JAMES DOOLIN
     ----------                 -------------------------
                                James P. Doolin, President and Director


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


Date: 12/4/00                   By /S/ JAMES DOOLIN
     -----------                -------------------------
                                James P. Doolin, President and Director


Date: 12/5/00                   By /S/ JASON JENSON
     -----------                --------------------------
                                Jason Jenson, Vice President and
                                Director


Date: 12/5/00                   By /S/ HAROLD JENSON
     -----------                -------------------------
                                Harold T. Jenson, Secretary and
                                Director


<PAGE>

             Securities and Exchange Commission File No. 002-98748-D

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

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

                             FORMULA FOOTWEAR, INC.


                                  EXHIBIT INDEX


Exhibit
Number
-------

  5       Opinion regarding Legality

 23.1     Consent of Branden T. Burningham, Esq.

 23.2     Consent of HJ & Associates,
          Certified Public Accountants

 99.1     Consultant Compensation Agreement No. 1

               Counterpart Signature Pages

               Participant Response Letters

               Participant Letter
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16163}]
{"company-data": {"conformed-name": "FORMULA FOOTWEAR INC", "cik": "0000772370", "assigned-sic": "3140", "irs-number": "330317292", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51274", "film-number": "783689"}, "business-address": {"street1": "5525 SOUTH 900 EAST SUITE 110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117", "phone": "8012628844"}, "mail-address": {"street1": "5525 SOUTH 900 EAST SUITE 110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             FORMULA FOOTWEAR, INC.
                                   -----------
             (Exact Name of Registrant as Specified in its Charter)

            Utah                                33-0317292
            ----                                ----------
  (State or Other Jurisdiction            (IRS Employer ID No.)
  of incorporation or organization)

                         5525 South 900 East, Suite 110
                           Salt Lake City, Utah 84117
                           --------------------------
                    (Address of Principal Executive Offices)

                                 (801) 262-8844
                                 --------------
                (Issuer's Telephone Number, including Area Code)

                     Consultant Compensation Agreement No. 1
                     ---------------------------------------
                            (Full Title of the Plan)

                                 James P. Doolin
                         5525 South 900 East, Suite 110
                           Salt Lake City, Utah 84117
                           --------------------------
                     (Name and Address of Agent for Service)

                                 (801) 262-8844
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)

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

                                  Proposed     Proposed
Title of                          Maximum      Maximum           Amount of
Securities to    Amount to        Price per    Aggregate         Registration
be Registered    be Registered    Unit         Offering Price    Fee
-----------------------------------------------------------------------------
$0.001 par
value common
voting stock     50,000           $0.01       $500              $0.14
-----------------------------------------------------------------------------
PART I
Item 1.  Plan Information.
-------------------------

     Plan.
     ----

     A copy of the  Consultant  Compensation  Agreement  No. 1 (the  "Plan")  is
attached hereto and incorporated herein by reference.

Item 2.  Registrant Information and Employee Plan Annual Information.
-------------------------------------------------------------------

     Available Information.
     ---------------------

     Copies of the Plan,  10-KSB Annual Report of the  Registrant for the fiscal
year ended March 31, 2000, all 10-QSB  Quarterly  Reports,  any Current  Reports
and/or proxy or  information  statements  filed with the Securities and Exchange
Commission (the  "Commission")  during the past twelve months have been provided
to the Plan participants.

     The Registrant  also  undertakes to furnish,  without  charge,  to any such
participant or person purchasing any of the securities  registered hereby copies
of all of such  documentation.  Requests  should be directed to James P. Doolin,
President,  at the address  and  telephone  appearing  on the Cover Page of this
Registration Statement.

     Additional  information  regarding  the  Registrant  may be reviewed at the
Commission's web site: www.sec.gov.

                               PART II

            Information Required in the Registration Statement
            --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------

     The  following   documents  are   incorporated   by  reference   into  this
Registration Statement and made a part hereof, to wit:

          (a)  The Registrant's 10-KSB Annual Report for the calendar year ended
               March 31, 2000,  filed with the Commission on or about August 7,
               2000;

          (b)  All other  reports filed  pursuant to Sections  13(a) or 15(d) of
               the Securities  Exchange Act of 1934 (the "Exchange Act") for the
               past twelve months;

          (c) Not applicable.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold,  shall also be
deemed to be incorporated by reference into this Registration Statement and made
a part hereof from the date of the filing of such documents.

Item 4.  Description of Securities.
-----------------------------------

     The  Registrant  is  authorized  to issue  one class of  securities,  being
comprised  of  $0.001  par  value  common   voting  stock   (50,000,000   shares
authorized). The Registrant has no other class of securities.

     The holders of the $0.001 par value  common  stock of the  Registrant  have
traditional rights as to voting, dividends and liquidation. All shares of common
stock are entitled to one vote on all matters;  there are no pre-emptive  rights
and  cumulative  voting is not  allowed.  The  common  stock is not  subject  to
redemption and carries no  subscription  or conversion  rights.  In the event of
liquidation of the Registrant, the holders of common stock are entitled to share
equally in corporate assets after  satisfaction of all liabilities,  as fixed by
the Board of Directors of the Registrant.
Item 5.  Interest of Named Experts and Counsel.
-----------------------------------------------

     Branden T. Burningham,  Esq., who has prepared this Registration Statement,
the Plan and an Opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration  Statement,
owns no shares  of common  stock of the  Registrant  and is not  deemed to be an
affiliate  of the  Registrant  or a person  associated  with an affiliate of the
Registrant. See Item 8 below.

Item 6.  Indemnification of Directors and Executive Officers.
-------------------------------------------------------------

     Section   16-10a-902(1)  of  the  Utah  Revised  Business  Corporation  Act
authorizes a Utah  corporation  to  indemnify  any  director  against  liability
incurred in any  proceeding  if he or she acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

     Section  16-10a-902(4)  prohibits a Utah  corporation  from  indemnifying a
director  in a  proceeding  by or in the right of the  corporation  in which the
director was adjudged  liable to the corporation or in a proceeding in which the
director was adjudged  liable on the basis that he or she improperly  received a
personal benefit.  Otherwise,  Section 16-10a-902(5) allows  indemnification for
reasonable  expenses incurred in connection with a proceeding by or in the right
of a corporation.

     Unless  limited  by  the  Articles  of  Incorporation,  Section  16-10a-905
authorizes a director to apply for  indemnification  to the court conducting the
proceeding or another  court of competent  jurisdiction.  Section  16-10a-907(1)
extends this right to officers of a corporation as well.

     Unless  limited  by  the  Articles  of  Incorporation,  Section  16-10a-903
requires  that a  corporation  indemnify a director who was  successful,  on the
merits or otherwise,  in defending any proceeding to which he or she was a party
against   reasonable   expenses  incurred  in  connection   therewith.   Section
16-10a-907(1) extends this protection to officers of a corporation as well.

     Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard  of conduct  specified  in Section  16-10a-902.  Unless  limited by the
Articles of  Incorporation,  Section  16-10a-907(2)  extends this  protection to
officers, employees, fiduciaries and agents of a corporation as well.

     Regardless of whether a director, officer, employee, fiduciary or agent has
the right to indemnity under the Utah Revised Business  Corporation Act, Section
16-10a-908  allows the corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.
Item 7.  Exemption from Registration Claimed.
---------------------------------------------

     None.

Item 8.  Exhibits.
------------------

Exhibit
Number
------

  5       Opinion regarding Legality

 23.1     Consent of Branden T. Burningham, Esq.

 23.2     Consent of HJ & Associates,
          Certified Public Accountants

 99.1     Consultant Compensation Agreement No. 1

               Counterpart Signature Pages

               Participant Response Letters

               Participant Letter

Item 9.  Undertakings.
----------------------

     The undersigned Registrant hereby undertakes:

          (a) (1) To file,  during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

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

                     (ii)     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

                    (iii)     To include any additional or changed 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, only to the extent required
                              by the general rules and regulations of the
                              Commission.
(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.

          (b)  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 Exchange Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Exchange 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.

          (c)  Insofar as indemnification for liabilities arising under the
               1933 Act, as amended, may be permitted to directors, executive
               officers and controlling persons of the Registrant as outlined
               above or otherwise, the Registrant has been advised that in the
               opinion of the Commission, such indemnification is against
               public policy as expressed in the 1933 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,
               executive officer or controlling person of the Registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, executive 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 of whether such
               indemnification by it is against public policy as expressed in
               the 1933 Act and will be governed by the final adjudication of
               such issue.
SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, on the date
or dates appearing opposite the respective signatures hereto.

                              REGISTRANT:

Date: 12/4/00                   By /S/ JAMES DOOLIN
     ----------                 -------------------------
                                James P. Doolin, President and Director

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

Date: 12/4/00                   By /S/ JAMES DOOLIN
     -----------                -------------------------
                                James P. Doolin, President and Director

Date: 12/5/00                   By /S/ JASON JENSON
     -----------                --------------------------
                                Jason Jenson, Vice President and
                                Director

Date: 12/5/00                   By /S/ HAROLD JENSON
     -----------                -------------------------
                                Harold T. Jenson, Secretary and
                                Director
Securities and Exchange Commission File No. 002-98748-D

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

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

                             FORMULA FOOTWEAR, INC.

                                  EXHIBIT INDEX

Exhibit
Number
-------

  5       Opinion regarding Legality

 23.1     Consent of Branden T. Burningham, Esq.

 23.2     Consent of HJ & Associates,
          Certified Public Accountants

 99.1     Consultant Compensation Agreement No. 1

               Counterpart Signature Pages

               Participant Response Letters

               Participant Letter