<PAGE>

As Filed With the Securities and Exchange Commission on April 16, 2001
                                                Registration No.
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                   XAIBE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                Nevada 76-0594907
          (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
                       (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             13100 Northwest Freeway
                                    Suite 130
                              Houston, Texas 77040
                      (Tel.713-690-9233; Fax 713-690-9277)
             (ADDRESS AND TELEPHONE OF PRINCIPAL EXECUTIVE OFFICES)


                                  Jimmy Farmer
                       13100 Northwest Freeway, Suite 130
                              Houston, Texas 77040

                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                           ( Telephone: 713-690-6233 )
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                          William Vincent Walker, Esq.
                          1177 W. Loop South, Suite 560
                              Houston, Texas 77027

                                 (713-599-1008)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------
 Title of Securities       Amount To Be              Proposed             Proposed           Registration Fee
   To Be Registered       Registered (1)             Maximum              Aggregate
                                                Offering Price Per    Offering Price (2)
                                                     Share (2)
--------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                   <C>                    <C>
     Common Stock          400,00 shares         $6.00 per share         $2,400,000                $4800
   $.001 par value
--------------------------------------------------------------------------------------------------------------

</TABLE>



                                       1

<PAGE>


(1)      No plan interests are being registered pursuant to Rule 416 (c) under
         the Securities Act of 1933.

(2)      The aggregate offering price for shares of Common Stock registered
         hereby, which are to be offered to Consultants, is estimated solely for
         the purpose of calculating the registration fee, in accordance with
         Rule 457 (c), on the basis of the average price of securities of the
         same class as determined in accordance with Rule 457 (c), for the five
         trading days before the filing of the Registration Statement as
         reported on the NASD OTC Market for the Common Stock of the Registrant.



                                     PART II


         INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1.       The Company's Form 10-KSB/A Annual Report filed under Section
                  12(g) of the Securities Exchange Act of 1934, as amended, as
                  of October 12, 2000.

         2.       The Company's Form 10QSB Quarterly Report filed on February
                  20, 2001.

         3.       The Company's Form 10QSB Quarterly Report filed on November
                  20, 2001.

         4.       The Company's Form 8-K/A Current Repor filed on January 10,
                  2001.

         All documents previously and 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 of such securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents, except as to
any portion of any future annual or quarterly report to stockholders or
document that is not deemed filed under such provisions. For the purposes of
this registration statement, any statement in a document incorporated by
reference shall be deemed to be modified or superseded to the extent that a
statement contained in this registration statement modifies or supersedes a
statement in such

                                      2

<PAGE>

document. 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 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Special counsel for the Company, William Vincent Walker, 1177 West
Loop South, Suite 560, Houston, Texas 77027, has rendered an opinion to the
effect that the Common Stock offered hereby will when issued in accordance
with the resolutions of the Board and the Bylaws, be legally and validly
issued, fully paid and non-assessable with respect to issuance under such
plan. Mr. Walker does not beneficially shares of the Company's Common Stock,
and he will be eligible for options under the Company's Stock Plan.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Nevada Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of a Nevada
corporation. The Company's Certificates of Incorporation and the Bylaws
provide that the corporation shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Act. Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.

         The Certificates of Incorporation and Bylaws of the Company require
the Company to indemnify its Directors and Officers to the fullest extent
permitted by the laws of the State of Nevada.

         The above indemnification provisions notwithstanding, the Company is
aware that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
unenforceable.

Item 8. EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

                                      3

<PAGE>

<TABLE>
<CAPTION>

        Number        Description
        ------        -----------
       <S>       <C>
         4.1      Consultant Agreement

         4.2      Corporate Resolutions

         5.1      Opinion of William Vincent Walker, Special Counsel to the
                  Registrant.

         23.1     Consent of William Vincent Walker, Attorney at Law (included
                  in the Opinion filed as Exhibit 5.1)

         23.2     Consent of Janet Loss, independent auditors.

         24.1     Power of Attorney (included on signature page t the
                  Registration Statement at page S-1).

</TABLE>

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.

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

                       (ii)     To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                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;

                       (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.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not Apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.


                                        4

<PAGE>

              (2)      That, for the purpose of determining any liability under
                       the Securities Act, each such post-effecti 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)      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 the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

     (c)      Insofar as indemnification for liabilities arising under the
              Securities Act 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
              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.

                                       5

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Houston, State of Texas, on the February 26, 2001

                                     XAIBE, INC.



                                     By: /s/ Jimmy Farmer
                                        --------------------------------------
                                         Jimmy Farmer, President and
                                         Attorney in Fact


                                POWER OF ATTORNEY

         The, the undersigned officers and directors of XAIBE, Inc., do
hereby constitute and appoint Jimmy Farmer as our true and lawful attorney
and agent, to do any and all acts and things in our name and behalf in our
capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, any rules, regulations
and requirements of the Securities and Exchange Commission in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended; and we do hereby ratify and confirm all that the said
attorney and agent shall do or cause to be done by virtue hereof.

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



                                        6

<PAGE>

<TABLE>
<CAPTION>

Signature                           Title                         Date
---------                           -----                         ----
<S>                          <C>                              <C>

/s/ Jimmy Farmer              President and Sole Director      February 26, 2001
---------------------------
 Jimmy Farmer, President


</TABLE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

      Exhibit Number             Description
      --------------             -----------
     <S>                        <C>
         4.1                     Consultant Agreement.

         4.2                     Corporate Resolutions.

         5.1                     Opinion of William Vincent Walker, Special
                                 Counsel to the Registrant.

         23.1                    Consent of William Vincent Walker,
                                 Attorney at Law (included in the Opinion
                                 filed as Exhibit 5.1).

         23.2                    Consent of Janet Loss, C.P.A., P.C.,
                                 independent auditors.

         24.1                    Power of Attorney (included on signature
                                 page to the Registration Statement).

</TABLE>

                                        7
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{"company-data": {"conformed-name": "XAIBE INC", "cik": "0001076235", "assigned-sic": "9995", "irs-number": "760594907", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59010", "film-number": "1603140"}, "business-address": {"street1": "2400 LOOP 35 #1502", "city": "ALVIN", "state": "TX", "zip": "77512-5034", "phone": "2505375732"}}
As Filed With the Securities and Exchange Commission on April 16, 2001
                                                Registration No.
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   XAIBE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                Nevada 76-0594907
          (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
                       (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             13100 Northwest Freeway
                                    Suite 130
                              Houston, Texas 77040
                      (Tel.713-690-9233; Fax 713-690-9277)
             (ADDRESS AND TELEPHONE OF PRINCIPAL EXECUTIVE OFFICES)

                                  Jimmy Farmer
                       13100 Northwest Freeway, Suite 130
                              Houston, Texas 77040

                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                           ( Telephone: 713-690-6233 )
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                          William Vincent Walker, Esq.
                          1177 W. Loop South, Suite 560
                              Houston, Texas 77027

                                 (713-599-1008)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
 Title of Securities       Amount To Be              Proposed             Proposed           Registration Fee
   To Be Registered       Registered (1)             Maximum              Aggregate
                                                Offering Price Per    Offering Price (2)
                                                     Share (2)
--------------------------------------------------------------------------------------------------------------
Common Stock          400,00 shares         $6.00 per share         $2,400,000                $4800
   $.001 par value
--------------------------------------------------------------------------------------------------------------
1
(1)      No plan interests are being registered pursuant to Rule 416 (c) under
         the Securities Act of 1933.

(2)      The aggregate offering price for shares of Common Stock registered
         hereby, which are to be offered to Consultants, is estimated solely for
         the purpose of calculating the registration fee, in accordance with
         Rule 457 (c), on the basis of the average price of securities of the
         same class as determined in accordance with Rule 457 (c), for the five
         trading days before the filing of the Registration Statement as
         reported on the NASD OTC Market for the Common Stock of the Registrant.

                                     PART II

         INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1.       The Company's Form 10-KSB/A Annual Report filed under Section
                  12(g) of the Securities Exchange Act of 1934, as amended, as
                  of October 12, 2000.

         2.       The Company's Form 10QSB Quarterly Report filed on February
                  20, 2001.

         3.       The Company's Form 10QSB Quarterly Report filed on November
                  20, 2001.

         4.       The Company's Form 8-K/A Current Repor filed on January 10,
                  2001.

         All documents previously and 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 of such securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents, except as to
any portion of any future annual or quarterly report to stockholders or
document that is not deemed filed under such provisions. For the purposes of
this registration statement, any statement in a document incorporated by
reference shall be deemed to be modified or superseded to the extent that a
statement contained in this registration statement modifies or supersedes a
statement in such

                                      2
document. 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 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Special counsel for the Company, William Vincent Walker, 1177 West
Loop South, Suite 560, Houston, Texas 77027, has rendered an opinion to the
effect that the Common Stock offered hereby will when issued in accordance
with the resolutions of the Board and the Bylaws, be legally and validly
issued, fully paid and non-assessable with respect to issuance under such
plan. Mr. Walker does not beneficially shares of the Company's Common Stock,
and he will be eligible for options under the Company's Stock Plan.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Nevada Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of a Nevada
corporation. The Company's Certificates of Incorporation and the Bylaws
provide that the corporation shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Act. Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.

         The Certificates of Incorporation and Bylaws of the Company require
the Company to indemnify its Directors and Officers to the fullest extent
permitted by the laws of the State of Nevada.

         The above indemnification provisions notwithstanding, the Company is
aware that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
unenforceable.

Item 8. EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

                                      3
Number        Description
        ------        -----------
4.1      Consultant Agreement

         4.2      Corporate Resolutions

         5.1      Opinion of William Vincent Walker, Special Counsel to the
                  Registrant.

         23.1     Consent of William Vincent Walker, Attorney at Law (included
                  in the Opinion filed as Exhibit 5.1)

         23.2     Consent of Janet Loss, independent auditors.

         24.1     Power of Attorney (included on signature page t the
                  Registration Statement at page S-1).
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.

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

                       (ii)     To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                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;

                       (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.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not Apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                                        4
(2)      That, for the purpose of determining any liability under
                       the Securities Act, each such post-effecti 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)      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 the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

     (c)      Insofar as indemnification for liabilities arising under the
              Securities Act 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
              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.

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Houston, State of Texas, on the February 26, 2001

                                     XAIBE, INC.

                                     By: /s/ Jimmy Farmer
                                        --------------------------------------
                                         Jimmy Farmer, President and
                                         Attorney in Fact

                                POWER OF ATTORNEY

         The, the undersigned officers and directors of XAIBE, Inc., do
hereby constitute and appoint Jimmy Farmer as our true and lawful attorney
and agent, to do any and all acts and things in our name and behalf in our
capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, any rules, regulations
and requirements of the Securities and Exchange Commission in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended; and we do hereby ratify and confirm all that the said
attorney and agent shall do or cause to be done by virtue hereof.

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

                                        6
Signature                           Title                         Date
---------                           -----                         ----
/s/ Jimmy Farmer              President and Sole Director      February 26, 2001
---------------------------
 Jimmy Farmer, President
EXHIBIT INDEX
Exhibit Number             Description
      --------------             -----------
4.1                     Consultant Agreement.

         4.2                     Corporate Resolutions.

         5.1                     Opinion of William Vincent Walker, Special
                                 Counsel to the Registrant.

         23.1                    Consent of William Vincent Walker,
                                 Attorney at Law (included in the Opinion
                                 filed as Exhibit 5.1).

         23.2                    Consent of Janet Loss, C.P.A., P.C.,
                                 independent auditors.

         24.1                    Power of Attorney (included on signature
                                 page to the Registration Statement).
7