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<TITLE>Form S-8 Jacobson Resonance Enterprises Inc</TITLE>
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<PRE>
    As filed with the Securities and Exchange Commission on January 11, 2002
                                                    Registration No.
 =============================================================================

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

                                   -----------

                                    <B>FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933</B>

                                   -----------

                      <B>JACOBSON RESONANCE ENTERPRISES, INC.</B>
             (Exact name of registrant as specified in its charter)

              <B>Nevada                                    65-0684400</B>
    (State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)

  <B>8200 Jog Road, Suite 100, Boynton Beach, Florida         33437</B>
    (Address of principal executive offices)             (Zip Code)

                                   -----------

           <B>JACOBSON RESONANCE ENTERPRISES, INC. 1998 STOCK OPTION PLAN</B>
                                       and
           <B>JACOBSON RESONANCE ENTERPRISES, INC. 2001 STOCK OPTION PLAN</B>
                           (Full titles of the plans)

                                   -----------

                              Dr. Jerry I. Jacobson
                              Chairman of the Board
                      Jacobson Resonance Enterprises, Inc.
                            8200 Jog Road, Suite 100
                          Boynton Beach, Florida 33437

                                   -----------


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                     Proposed
                                                     Maximum
                                      Proposed       Aggregate       Amount of
Title of Securities  Amount to Be  Maximum Offering  Offering      Registration
To Be Registered      Registered   Price Per Share   Price*            Fee
---------------      ------------  ----------------  -----------  --------------
Common Stock,
$.001 Par Value
Per Share            35,000,000 shs    $.235         $ 8,225,000    $1,965.78
--------------------------------------------------------------------------------
(*)Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
in the over-the-counter market on January 8, 2002
================================================================================



                                     <B>PART I</B>

              <B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>


<B>ITEM 1:  PLAN INFORMATION.</B>

         Not applicable.


<B>ITEM 2:  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.</B>

         Not applicable.


                                     <B>PART II</B>

               <B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<B>ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.</B>

     The following documents previously filed by Jacobson Resonance Enterprises,
Inc., a Nevada Corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), File No. 000-27847, are hereby incorporated by
reference in this Registration Statement:

     1. The Company's Annual Report on Form 10-KSB under the Exchange Act, as
filed with the Commission on April 18, 2001.


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

<B>Item 4.  Description of Securities</B>

         Not Applicable.

<B>Item 5.  Interests of Named Experts and Counsel</B>

         Not applicable.

<B>Item 6.  Indemnification of Directors and Officers</B>

Chapter 78 - Private Corporations of Title 7 of the Nevada Revised Statutes (the
"Act") including sections 78.751 and 78.7502, permits, in general, a Nevada
corporation to indemnify any person who was or is a party to an action or
proceeding by reason of the fact that he or she was a director or officer of the
corporation, or served another entity in any capacity at the request of the
corporation, against liability incurred in connection with such proceeding
including the estimated expenses of litigating the proceeding to conclusion and
the expenses, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, if such person
acted in good faith, for a purpose he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. The Act permits the corporation to pay in advance of a
final disposition of such action or proceeding the expenses incurred in
defending such action or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount as, and to the extent,
required by statute. The Act provides that the indemnification and advancement
of expense provisions contained in the Act shall not be deemed exclusive of any
rights to which a director or officer seeking indemnification or advancement of
expenses may be entitled.

The Company's By-Laws provide that the Company shall have the right to
indemnify, to purchase indemnity insurance for, and to pay and advance expenses
to, directors, officers, and other persons who are eligible for, or entitled to,
such indemnification, payments or advances, in accordance with and subject to
the provisions of Nevada Revised Statutes 78.751, and to the extent such
indemnification, payments or advances are either expressly required by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Company to indemnify such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.

The By-Laws also provide that, subject to the provisions of Nevada Revised
Statutes 78.751, a director of the Company shall not be liable to the Company or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this provision does not eliminate or limit
the liability of a director to the extent the director is found liable for: (1)
a breach of the director's duty of loyalty to the Company or its shareholders;
(2) an act or omission not in good faith that constitutes a breach of duty of
the director to the Company or an act or omission that involves intentional
misconduct or a knowing violation of the law; (3) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided by an
applicable statute.

<B>Item 7.  Exemption from Registration Claimed</B>

         Not Applicable.

<B>Item 8.  Exhibits</B>

<U>Exhibits</U>

3.1  Articles of Incorporation of the Company, as currently in effect, filed as
     an exhibit to the Company's Registration Statement on Form 10-SB filed with
     the Commission on October 27, 1999.

3.2  By-Laws of the Company, filed as an exhibit to the Company's Registration
     Statement on Form 10-SB filed with the Commission on October 27, 1999.

4.1  Specimen Stock Certificate, filed as an exhibit to the Company's
     Registration Statement on Form 10-SB filed with the Commission on October
     27, 1999.

4.5* Jacobson Resonance Enterprises, Inc. 1998 Stock Option Plan.

4.6* Jacobson Resonance Enterprises, Inc. 2001 Stock Option Plan.

5.1* Opinion of Jackson &amp; Campbell, P.C., counsel to the Company, regarding the
     legality of the Common Stock being registered.

23.1* Consent of Goldstein Golub Kessler LLP.
---------------------
* Filed herewith.


<B>Item 9.  Undertakings</B>

         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: to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, as amended, (the
"Securities 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the registrant's Certificate of Incorporation or
By-Laws, by contract, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by 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
Securities Act and will be governed by the final adjudication of such issue.


                                   <B>SIGNATURES</B>


     Pursuant to the requirements of the Securities 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, in the City of Boynton Beach, State of Florida, on January 11, 2002.


                                    <B>JACOBSON RESONANCE ENTERPRISES, INC.</B>
                                        (Registrant)

                                    By:<U>  /s/ Alfonso Serrato</U>

                                    Name:  Alfonso Serrato
                                    Title: Chief Executive Officer


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


        <B>Signature                     Titles                     Date</B>
        ---------                     ------                     ----
   /s/ Frank A. Chaviano       Senior Vice President          January 11, 2002
   ------------------------    and Chief Operating
       Frank A. Chaviano       Officer (Principal
                               Financial and Accounting
                               Officer)

   /s/ Dr. Jerry I. Jacobson      Chairman and                January 11, 2002
   ------------------------       Director
       Dr. Jerry I. Jacobson

   /s/ Debra M. Jacobson          Secretary and               January 11, 2002
   ------------------------       Director
       Debra M. Jacobson

   /s/ Sidney Paul Martin         Director                    January 11, 2002
   ------------------------
       Sidney Paul Martin


   /s/ Michael P. Steigman        Director                    January 11, 2002
   ------------------------
       Michael P. Steigman



                                <B><U>INDEX TO EXHIBITS</U></B>

<B><U>Exhibits</U></B>

3.1  Articles of Incorporation of the Company, as currently in effect,  filed as
     an exhibit to the Company's Registration Statement on Form 10-SB filed with
     the Commission on October 27, 1999.

3.2  By-Laws of the Company, filed as an exhibit to the Company's
     Registration Statement on Form 10-SB filed with the Commission on October
     27, 1999.

4.1  Specimen Stock Certificate, filed as an exhibit to the Company's
     Registration Statement on Form 10-SB filed with the Commission on October
     27, 1999.

4.5* Jacobson Resonance Enterprises, Inc. 1998 Stock Option Plan.

4.6* Jacobson Resonance Enterprises, Inc. 2001 Stock Option Plan.

5.1* Opinion of Jackson &amp; Campbell, P.C., counsel to the Company, regarding the
     legality of the Common Stock being registered.

23.1* Consent of Goldstein Golub Kessler LLP.

__________

* Filed herewith.



</PRE>
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Form S-8 Jacobson Resonance Enterprises Inc
As filed with the Securities and Exchange Commission on January 11, 2002
                                                    Registration No.
 =============================================================================
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
-----------
FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
-----------
JACOBSON RESONANCE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Nevada                                    65-0684400
(State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)
8200 Jog Road, Suite 100, Boynton Beach, Florida         33437
(Address of principal executive offices)             (Zip Code)

                                   -----------
JACOBSON RESONANCE ENTERPRISES, INC. 1998 STOCK OPTION PLAN
and
JACOBSON RESONANCE ENTERPRISES, INC. 2001 STOCK OPTION PLAN
(Full titles of the plans)

                                   -----------

                              Dr. Jerry I. Jacobson
                              Chairman of the Board
                      Jacobson Resonance Enterprises, Inc.
                            8200 Jog Road, Suite 100
                          Boynton Beach, Florida 33437

                                   -----------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                     Proposed
                                                     Maximum
                                      Proposed       Aggregate       Amount of
Title of Securities  Amount to Be  Maximum Offering  Offering      Registration
To Be Registered      Registered   Price Per Share   Price*            Fee
---------------      ------------  ----------------  -----------  --------------
Common Stock,
$.001 Par Value
Per Share            35,000,000 shs    $.235         $ 8,225,000    $1,965.78
--------------------------------------------------------------------------------
(*)Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
in the over-the-counter market on January 8, 2002
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1:  PLAN INFORMATION.
Not applicable.
ITEM 2:  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Jacobson Resonance Enterprises,
Inc., a Nevada Corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), File No. 000-27847, are hereby incorporated by
reference in this Registration Statement:

     1. The Company's Annual Report on Form 10-KSB under the Exchange Act, as
filed with the Commission on April 18, 2001.

     2. In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from the date of the filing of such documents.
Item 4.  Description of Securities
Not Applicable.
Item 5.  Interests of Named Experts and Counsel
Not applicable.
Item 6.  Indemnification of Directors and Officers
Chapter 78 - Private Corporations of Title 7 of the Nevada Revised Statutes (the
"Act") including sections 78.751 and 78.7502, permits, in general, a Nevada
corporation to indemnify any person who was or is a party to an action or
proceeding by reason of the fact that he or she was a director or officer of the
corporation, or served another entity in any capacity at the request of the
corporation, against liability incurred in connection with such proceeding
including the estimated expenses of litigating the proceeding to conclusion and
the expenses, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, if such person
acted in good faith, for a purpose he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. The Act permits the corporation to pay in advance of a
final disposition of such action or proceeding the expenses incurred in
defending such action or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount as, and to the extent,
required by statute. The Act provides that the indemnification and advancement
of expense provisions contained in the Act shall not be deemed exclusive of any
rights to which a director or officer seeking indemnification or advancement of
expenses may be entitled.

The Company's By-Laws provide that the Company shall have the right to
indemnify, to purchase indemnity insurance for, and to pay and advance expenses
to, directors, officers, and other persons who are eligible for, or entitled to,
such indemnification, payments or advances, in accordance with and subject to
the provisions of Nevada Revised Statutes 78.751, and to the extent such
indemnification, payments or advances are either expressly required by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Company to indemnify such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.

The By-Laws also provide that, subject to the provisions of Nevada Revised
Statutes 78.751, a director of the Company shall not be liable to the Company or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this provision does not eliminate or limit
the liability of a director to the extent the director is found liable for: (1)
a breach of the director's duty of loyalty to the Company or its shareholders;
(2) an act or omission not in good faith that constitutes a breach of duty of
the director to the Company or an act or omission that involves intentional
misconduct or a knowing violation of the law; (3) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided by an
applicable statute.
Item 7.  Exemption from Registration Claimed
Not Applicable.
Item 8.  Exhibits
Exhibits
3.1  Articles of Incorporation of the Company, as currently in effect, filed as
     an exhibit to the Company's Registration Statement on Form 10-SB filed with
     the Commission on October 27, 1999.

3.2  By-Laws of the Company, filed as an exhibit to the Company's Registration
     Statement on Form 10-SB filed with the Commission on October 27, 1999.

4.1  Specimen Stock Certificate, filed as an exhibit to the Company's
     Registration Statement on Form 10-SB filed with the Commission on October
     27, 1999.

4.5* Jacobson Resonance Enterprises, Inc. 1998 Stock Option Plan.

4.6* Jacobson Resonance Enterprises, Inc. 2001 Stock Option Plan.

5.1* Opinion of Jackson & Campbell, P.C., counsel to the Company, regarding the
     legality of the Common Stock being registered.

23.1* Consent of Goldstein Golub Kessler LLP.
---------------------
* Filed herewith.
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: to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, as amended, (the
"Securities 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the registrant's Certificate of Incorporation or
By-Laws, by contract, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities 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, in the City of Boynton Beach, State of Florida, on January 11, 2002.
JACOBSON RESONANCE ENTERPRISES, INC.
(Registrant)

                                    By:
/s/ Alfonso Serrato
Name:  Alfonso Serrato
                                    Title: Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.
Signature                     Titles                     Date
---------                     ------                     ----
   /s/ Frank A. Chaviano       Senior Vice President          January 11, 2002
   ------------------------    and Chief Operating
       Frank A. Chaviano       Officer (Principal
                               Financial and Accounting
                               Officer)

   /s/ Dr. Jerry I. Jacobson      Chairman and                January 11, 2002
   ------------------------       Director
       Dr. Jerry I. Jacobson

   /s/ Debra M. Jacobson          Secretary and               January 11, 2002
   ------------------------       Director
       Debra M. Jacobson

   /s/ Sidney Paul Martin         Director                    January 11, 2002
   ------------------------
       Sidney Paul Martin

   /s/ Michael P. Steigman        Director                    January 11, 2002
   ------------------------
       Michael P. Steigman
INDEX TO EXHIBITS
Exhibits
3.1  Articles of Incorporation of the Company, as currently in effect,  filed as
     an exhibit to the Company's Registration Statement on Form 10-SB filed with
     the Commission on October 27, 1999.

3.2  By-Laws of the Company, filed as an exhibit to the Company's
     Registration Statement on Form 10-SB filed with the Commission on October
     27, 1999.

4.1  Specimen Stock Certificate, filed as an exhibit to the Company's
     Registration Statement on Form 10-SB filed with the Commission on October
     27, 1999.

4.5* Jacobson Resonance Enterprises, Inc. 1998 Stock Option Plan.

4.6* Jacobson Resonance Enterprises, Inc. 2001 Stock Option Plan.

5.1* Opinion of Jackson & Campbell, P.C., counsel to the Company, regarding the
     legality of the Common Stock being registered.

23.1* Consent of Goldstein Golub Kessler LLP.

__________

* Filed herewith.