SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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



                             Bootie Beer Corporation
               (Exact Name of Company as specified in its charter)


        Florida                     000-50104                        65-0327060
 ----------------------         -------------------                 ------------
(State of Incorporation)       (Commission file No.)               (IRS Employer
                                                                      ID Number)

                       620 North Denning Drive, Suite 100
                              Winter Park, FL 32789
                     --------------------------------------
                    (Address of principal executive offices)


                  2005 NON-QUALIFIED STOCK & STOCK OPTION PLAN
                             ----------------------
                            (Full title of the Plan)

                                 Tania Torruella
                           Chief Executive Officer and
                              Chairman of the Board
                       621 North Denning Drive, Suite 100
                              Winter Park, FL 32789
                     (Name and address of agent for service)

                   Company's telephone number: (407) 622-5999


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

------------------  ---------------   ----------------   -------------------   ------------------
                                         Proposed             Proposed
    Title of          Amount to be        Maximum              Maximum              Amount of
 Securities to be      Registered      Offering Price         Aggregate         Registration Fee
   Registered                           Per Share(1)      Offering Price(1)
------------------  ---------------   ----------------   -------------------   ------------------
  <S>               <C>                  <C>                <C>                      <C>
  Common Shares        9,000,000            $1.10             $9,900,000             $1,100
  $.0001 par value
------------------  ---------------   ----------------   -------------------   ------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

</TABLE>

<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s) containing the information concerning the 2005
NON-QUALIFIED STOCK & STOCK OPTION PLAN required by Item 1 of Form S-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or given to participants as specified in Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

     a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2005;

     b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 2005; and

     c. The Company's Current Reports on Forms 8-K subsequent to June 30, 2005,
and up to and including the date of filing of this Registration Statement.

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

     Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein 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.

Common Stock

     We have authorized 200,000,000 shares of common stock, $.001 par value per
share. As of January 10, 2006, there were 52,500,031 issued and outstanding
shares of common stock. All shares are of the same class and have the same
rights, preferences and limitations.

<PAGE>


     Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of shares of common stock are
entitled to share ratably in dividends, if any, as may be declared, from time to
time by the Board of Directors in its discretion, from funds legally available
therefore. In the event of a liquidation, dissolution, or winding up of the
Company, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities and any amounts
owing to holders of shares of preferred stock. Holders of common stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.

Preferred Stock

     We have authorized 1,000,000 shares of class A convertible preferred stock,
$.001 par value per share, convertible one share of preferred into one hundred
shares of common. We also have authorized 5,000,000 shares of general preferred
stock, $1.00 par value per share. As of January 10, 2006, there were no issued
and outstanding shares of preferred stock. The rights, preferences, privileges
and restrictions granted to and imposed on the preferred shares may be set by
the Board of Directors upon issuance. Terms of the Preferred Stock would be
outlined by our Board of Directors in the event of such issuance.

Transfer Agent, Registrar and Warrant Agent

     The Company has appointed Interwest Transfer Company 1981 East Murray
Holladay Road, Suite 100 P.O. Box 17136 Salt Lake City, UT 84177, as transfer
agent and registrar for the Common Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

     None

ITEM 6. Indemnification of Directors and Officers.

     Article 4 of our Articles of Incorporation provides in section 1 that we
will indemnify our officers, directors, employees and agents against
liabilities, damages, settlements and expenses (including attorneys' fees)
incurred in connection with our affairs, and shall advance such expenses to any
such officers, directors, employees and agents as incurred, to the fullest
extent permitted by law. Section 2 of Article 4 provides that any repeal or
modification of any provision of this Article 4 by our share holders will not
adversely affect any right to indemnification of our Director, officer, employee
or agent existing at the time of the such repeal or modification. Further, under
Section 3 of Article 4, we have the power to purchase and maintain insurance on
behalf of any person who is or was our Director, officer, employee or agent or
is or was serving at our request as a Director, officer, employee or agent to
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not we would have the
power to indemnify him against liability under the provision of this Article 4.
Finally, under section 4 of Article 4, indemnification hereunder and under the
Bylaws is a personal right and we will have no liability under Article 4 to any
insurer or any person, corporation, partnership, association, trust or other
entity (other than the heirs, executors or administrators of such person) by
reason of subrogation, assignment or succession by any other means to the claim
of any person to indemnification hereunder or under our Bylaws.

     Under the foregoing provisions of our Articles of Incorporation and
By-Laws, each person who is or was a director or officer shall be indemnified by
us to the full extent permitted or authorized by Florida's Business Corporation
Act. Under such Act, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against such person by reason of the

<PAGE>


fact that such person is our director or officer, such person shall be
indemnified against expenses, including attorneys' fees, reasonably incurred in
connection with such action. If unsuccessful in defense of a third-party actions
or if such a suit is settled, such a person shall be indemnified under such law
against expenses (including attorneys' fees), judgments, and amounts paid in
settlement if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, our best interests.

     Insofar as indemnification for liabilities arising under the Securities 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 Act and is, therefore, unenforceable.

ITEM 7. Exemption From Registration Claimed.

     Not applicable.

ITEM 8. Exhibits.

Exhibit Number      Description
--------------      -----------

4.1                 2006 Non-Qualified Stock & Option Plan

5                   Opinion of Counsel

23.1                Consent of Jaspers + Hall, PC, Independent Certified Public
                    Accountants.

23.2                Consent of Counsel (Included in Exhibit 5).

ITEM 9.  Undertakings

     1.   The Registrant hereby undertakes:

          (a) 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;

              (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
              formation set forth in the registration statement

              (iii) 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;

          (b) 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
bonafide offering thereof.

          (c) 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.

<PAGE>


     2. The 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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, in the City of Winter Park, State of Florida, on this ___th day of
December, 2005.


                                            BOOTIE BEER CORPORATION


                                            By:  /s/  Tania Torruella
                                                 ------------------------------
                                                      Tania Torruella,
                                                      Chief Executive Officer

     In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.



SIGNATURE                              TITLE                            DATE



/a/  Antonio R. Torruella              Director                        1/  /06
-----------------------------                                          -------
     Antonio R. Torruella


/s/  Stephanie Stans Warren            Director                        1/  /06
-----------------------------                                          -------
     Stephanie Stans Warren


/s/  Paul M. Beleckas                  Director                        1/  /06
-----------------------------                                          -------
     Paul M. Beleckas

<PAGE>


                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------

4.1                 2006 Non-Qualified Stock & Option Plan

5                   Opinion of Counsel.

23.1                Consent of Jaspers + Hall, PC, Independent Certified Public
                    Accountants.

23.2                Consent of Counsel (Included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "filename": "bootiebeers8-121305.txt", "description": "DATED 01-10-06", "secsgml_size_bytes": 15296}]
{"company-data": {"conformed-name": "Bootie Beer CORP", "cik": "0001204853", "assigned-sic": "2082", "irs-number": "650327060", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131270", "film-number": "06549554"}, "business-address": {"street1": "620 NORTH DENNING DRIVE", "street2": "STE 100", "city": "WINTER PARK", "state": "FL", "zip": "32789", "phone": "4076225999"}, "mail-address": {"street1": "620 NORTH DENNING DRIVE", "street2": "STE 100", "city": "WINTER PARK", "state": "FL", "zip": "32789"}, "former-company": {"former-conformed-name": "JANE BUTEL CORP", "date-changed": "20021108"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                             Bootie Beer Corporation
               (Exact Name of Company as specified in its charter)

        Florida                     000-50104                        65-0327060
 ----------------------         -------------------                 ------------
(State of Incorporation)       (Commission file No.)               (IRS Employer
                                                                      ID Number)

                       620 North Denning Drive, Suite 100
                              Winter Park, FL 32789
                     --------------------------------------
                    (Address of principal executive offices)

                  2005 NON-QUALIFIED STOCK & STOCK OPTION PLAN
                             ----------------------
                            (Full title of the Plan)

                                 Tania Torruella
                           Chief Executive Officer and
                              Chairman of the Board
                       621 North Denning Drive, Suite 100
                              Winter Park, FL 32789
                     (Name and address of agent for service)

                   Company's telephone number: (407) 622-5999

                         CALCULATION OF REGISTRATION FEE
------------------  ---------------   ----------------   -------------------   ------------------
                                         Proposed             Proposed
    Title of          Amount to be        Maximum              Maximum              Amount of
 Securities to be      Registered      Offering Price         Aggregate         Registration Fee
   Registered                           Per Share(1)      Offering Price(1)
------------------  ---------------   ----------------   -------------------   ------------------
Common Shares        9,000,000            $1.10             $9,900,000             $1,100
  $.0001 par value
------------------  ---------------   ----------------   -------------------   ------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s) containing the information concerning the 2005
NON-QUALIFIED STOCK & STOCK OPTION PLAN required by Item 1 of Form S-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or given to participants as specified in Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

     a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2005;

     b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 2005; and

     c. The Company's Current Reports on Forms 8-K subsequent to June 30, 2005,
and up to and including the date of filing of this Registration Statement.

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

     Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein 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.

Common Stock

     We have authorized 200,000,000 shares of common stock, $.001 par value per
share. As of January 10, 2006, there were 52,500,031 issued and outstanding
shares of common stock. All shares are of the same class and have the same
rights, preferences and limitations.
Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of shares of common stock are
entitled to share ratably in dividends, if any, as may be declared, from time to
time by the Board of Directors in its discretion, from funds legally available
therefore. In the event of a liquidation, dissolution, or winding up of the
Company, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities and any amounts
owing to holders of shares of preferred stock. Holders of common stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.

Preferred Stock

     We have authorized 1,000,000 shares of class A convertible preferred stock,
$.001 par value per share, convertible one share of preferred into one hundred
shares of common. We also have authorized 5,000,000 shares of general preferred
stock, $1.00 par value per share. As of January 10, 2006, there were no issued
and outstanding shares of preferred stock. The rights, preferences, privileges
and restrictions granted to and imposed on the preferred shares may be set by
the Board of Directors upon issuance. Terms of the Preferred Stock would be
outlined by our Board of Directors in the event of such issuance.

Transfer Agent, Registrar and Warrant Agent

     The Company has appointed Interwest Transfer Company 1981 East Murray
Holladay Road, Suite 100 P.O. Box 17136 Salt Lake City, UT 84177, as transfer
agent and registrar for the Common Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

     None

ITEM 6. Indemnification of Directors and Officers.

     Article 4 of our Articles of Incorporation provides in section 1 that we
will indemnify our officers, directors, employees and agents against
liabilities, damages, settlements and expenses (including attorneys' fees)
incurred in connection with our affairs, and shall advance such expenses to any
such officers, directors, employees and agents as incurred, to the fullest
extent permitted by law. Section 2 of Article 4 provides that any repeal or
modification of any provision of this Article 4 by our share holders will not
adversely affect any right to indemnification of our Director, officer, employee
or agent existing at the time of the such repeal or modification. Further, under
Section 3 of Article 4, we have the power to purchase and maintain insurance on
behalf of any person who is or was our Director, officer, employee or agent or
is or was serving at our request as a Director, officer, employee or agent to
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not we would have the
power to indemnify him against liability under the provision of this Article 4.
Finally, under section 4 of Article 4, indemnification hereunder and under the
Bylaws is a personal right and we will have no liability under Article 4 to any
insurer or any person, corporation, partnership, association, trust or other
entity (other than the heirs, executors or administrators of such person) by
reason of subrogation, assignment or succession by any other means to the claim
of any person to indemnification hereunder or under our Bylaws.

     Under the foregoing provisions of our Articles of Incorporation and
By-Laws, each person who is or was a director or officer shall be indemnified by
us to the full extent permitted or authorized by Florida's Business Corporation
Act. Under such Act, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against such person by reason of the
fact that such person is our director or officer, such person shall be
indemnified against expenses, including attorneys' fees, reasonably incurred in
connection with such action. If unsuccessful in defense of a third-party actions
or if such a suit is settled, such a person shall be indemnified under such law
against expenses (including attorneys' fees), judgments, and amounts paid in
settlement if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, our best interests.

     Insofar as indemnification for liabilities arising under the Securities 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 Act and is, therefore, unenforceable.

ITEM 7. Exemption From Registration Claimed.

     Not applicable.

ITEM 8. Exhibits.

Exhibit Number      Description
--------------      -----------

4.1                 2006 Non-Qualified Stock & Option Plan

5                   Opinion of Counsel

23.1                Consent of Jaspers + Hall, PC, Independent Certified Public
                    Accountants.

23.2                Consent of Counsel (Included in Exhibit 5).

ITEM 9.  Undertakings

     1.   The Registrant hereby undertakes:

          (a) 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;

              (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
              formation set forth in the registration statement

              (iii) 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;

          (b) 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
bonafide offering thereof.

          (c) 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.
2. The 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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, in the City of Winter Park, State of Florida, on this ___th day of
December, 2005.

                                            BOOTIE BEER CORPORATION

                                            By:  /s/  Tania Torruella
                                                 ------------------------------
                                                      Tania Torruella,
                                                      Chief Executive Officer

     In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

SIGNATURE                              TITLE                            DATE

/a/  Antonio R. Torruella              Director                        1/  /06
-----------------------------                                          -------
     Antonio R. Torruella

/s/  Stephanie Stans Warren            Director                        1/  /06
-----------------------------                                          -------
     Stephanie Stans Warren

/s/  Paul M. Beleckas                  Director                        1/  /06
-----------------------------                                          -------
     Paul M. Beleckas
EXHIBIT INDEX

Exhibit Number      Description
--------------      -----------

4.1                 2006 Non-Qualified Stock & Option Plan

5                   Opinion of Counsel.

23.1                Consent of Jaspers + Hall, PC, Independent Certified Public
                    Accountants.

23.2                Consent of Counsel (Included in Exhibit 5).