content: AS FILED  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON JANUARY  30,  2003
  REGISTRATION NO. 33-____________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                     -----------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
                                     -----------
  
                                  FAN ENERGY, INC.
                          --------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                  Nevada 77-0140428
                                 ------- ----------
              (State of Incorporation (IRS Employer Identification No.)
                                  or Organization)
  
                                  FAN ENERGY, INC.
                            5355 Capital Court, Suite 108
                                 Reno, Nevada 89502
  
                               ----------------------
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                       Fan Energy, Inc. Consulting Agreements
                -----------------------------------------------------
                            (Full name of the Agreement)
                                     -----------
  
                                 Mr. Peter H. Jacobs
                                  Fan Energy, Inc.
                          668 North 44th Street, Suite 248
                               Phoenix, Arizona 85008
                              Telephone: (602) 267-7500
                        ------------------------------------
                   (Name and Address of Agent for Service Process)
  
                                      Copy to:
  
                               William D. O'Neal, Esq.
                                 The O'Neal Law Firm
                          668 North 44th Street, Suite 248
                               Phoenix, Arizona 85008
                              Telephone: (602) 267-3855
  
  
  
  
  
  
                                         1
  <PAGE>
  
  
                           CALCULATION OF REGISTRATION FEE
  <table>
  <caption>
                                               Proposed           Proposed
                                               Maximum            Maximum
    Title of Securities     Amount to be    Offering Price        Aggregate            Amount of
     to be Registered        Registered      Per Share(1)     Offering Price(1)    Registration Fee
  -------------------------------------------------------------------------------------------------
  <S>                           <C>             <C>                 <C>                  <C>
     Common Stock            10,000,000        $0.01              $100,000              $9.20
   .001 par value (2)
  
  -------------------------------------------------------------------------------------------------
  </table>
  
       (1)  Estimated  solely  for the  purpose  of  computing  the  amount of the
            registration  fee  pursuant  to Rule  457(c)  based on the closing bid
            price as reported  by the NASDAQ  Over-The-Counter  Bulletin  Board on
            January 28, 2002.
  
       (2)  Represents shares of Common Stock issued to Consultant of the Company.
  
  ================================================================================
  
  
                                       PART I
  
                       INFORMATION REQUESTED IN THE PROSPECTUS
  
  Note:  The  document(s)  containing  the  information  concerning the Agreements
  between Fan Energy,  Inc. ("Fan Energy" or  "Registrant")  and Robert P. Atwell,
  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.  Fan Energy  will  maintain a file of such  documents  in
  accordance  with the  provisions  of Rule 428.  Upon  request,  Fan Energy 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  are hereby  incorporated  by  reference  in this
  Registration Statement:
  
       (i) The Registrant's Annual Report dated April 1, 2002 on Form 10-KSB filed
  with the Commission on April 1, 2002 for the year ending December 31, 2001.
  
       (ii) The Registrant's Quarterly Reports dated May 20, 2002, August 19, 2002
  and November 19, 2002 on Form 10QSB filed with the  Commission  on May 20, 2002,
  
  
                                         2
  <PAGE>
  
  August 19, 2002 and November 19, 2002 for the quarters  ending March 30, June 30
  and September 30, 2002.
  
       (iii) All other reports and documents  previously and subsequently filed by
  the Registrant before and after the date of this Registration Statement pursuant
  to Sections 13(a),  13(c),  14, or 15(d) of the Securities  Exchange Act of 1934
  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 and to be
  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.
  
       "Expert" or "Counsel" as defined by Item 509 of Regulation S-K  promulgated
  pursuant  to the  Securities  Act of  1933,  whose  services  were  used  in the
  preparation of this Form S-8 were not hired on a contingent  basis nor will they
  receive a direct or indirect interest in the Company.
  
  
  Item 6. Indemnification of Directors and Officers.
  
       The  Corporation  Laws of the  State of  Nevada  and the  Company's  Bylaws
  provide for  indemnification  of the  Company's  Directors for  liabilities  and
  expenses  that they may incur in such  capacities.  In  general,  Directors  and
  Officers are indemnified with respect to actions taken in good faith in a manner
  reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
  Company, and with respect to any criminal action or proceeding, actions that the
  indemnitee had no reasonable  cause to believe were unlawful.  Furthermore,  the
  personal  liability  of the  Directors  is limited as provided in the  Company's
  Articles of Incorporation.
  
       Article XI of the Company's  Articles of  Incorporation  for the Company do
  contain  provisions  for  indemnification  of the  officers  and  directors;  in
  addition,  Section  78.751 of the Nevada  General  Corporation  Laws provides as
  follows:  78.751 Indemnification of officers,  directors,  employees and agents;
  advance of expenses.
  
       1. A  corporation  may  indemnify  any  person  who was or is a party or is
  threatened to be made a party to any  threatened,  pending or completed  action,
  suit or proceeding,  whether civil,  criminal,  administrative or investigative,
  except an action  by or in the right of the  corporation,  by reason of the fact
  that he is or was a director,  officer, employee or agent of the corporation, or
  is or was serving at the  request of the  corporation  as a  director,  officer,
  employee or agent of another corporation,  partnership,  joint venture, trust or
  other enterprise,  against expenses, including attorney's fees, judgments, fines
  and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
  connection with the action, suitor proceeding if he acted in good faith and in a
  manner  which  he  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 conduct was  unlawful.  The
  termination of any action,  suit or proceeding by judgment,  order,  settlement,
  conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
  itself,  create a presumption that the person did not act in good faith and in a
  manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
  interests of the  corporation,  and that, with respect to any criminal action or
  proceeding, he had reasonable cause to believe that his conduct was unlawful.
  
  
                                         3
  <PAGE>
  
       2. A  corporation  may  indemnify  any  person  who was or is a party or is
  threatened to be made a party to any threatened,  pending or completed action or
  suit by or in the right of the corporation to procure a judgment in its favor by
  reason of the fact that he is or was a director,  officer,  employee or agent of
  the  corporation,  or is or was serving at the request of the  corporation  as a
  director, officer, employee or agent of another corporation,  partnership, joint
  venture,  trust or other enterprise against expenses,  including amounts paid in
  settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
  connection  with the defense or  settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably  believed to be in or not opposed
  to the best interests of the  corporation.  Indemnification  may not be made for
  any  claim,  issue or matter as to which such a person  has been  adjudged  by a
  court of competent jurisdiction,  after exhaustion of all appeals there from, to
  be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
  corporation, unless and only to the extent that the court in which the action or
  suit was  brought  or other  court of  competent  jurisdiction  determines  upon
  application  that in view of all the  circumstances  of the case,  the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper.
  
       3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
  corporation  has been  successful  on the merits or  otherwise in defense of any
  action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
  any claim,  issue or matter  therein,  he must be indemnified by the corporation
  against expenses, including attorneys' fees, actually and reasonably incurred by
  him in connection with the defense.
  
       4. Any indemnification under subsections 1 and 2, unless ordered by a court
  or advanced  pursuant to subsection 5, must be made by the  corporation  only as
  authorized in the specific case upon a determination that indemnification of the
  director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
  determination  must  be  made:  (a) By the  stockholders:  (b) By the  board  of
  directors by majority  vote of a quorum  consisting  of  directors  who were not
  parties  to  act,  suit  or  proceeding;  (c) If a  majority  vote  of a  quorum
  consisting  of directors  who were not parties to the act, suit or proceeding so
  orders,  by independent  legal counsel in a written opinion;  or (d) If a quorum
  consisting  of  directors  who were not parties to the act,  suit or  proceeding
  cannot to obtained, by independent legal counsel in a written opinion; or
  
       5. The articles of  incorporation,  the bylaws or an agreement  made by the
  corporation may provide that the expenses of officers and directors  incurred in
  defending  a  civil  or  criminal,  suit  or  proceeding  must  be  paid  by the
  corporation as they are incurred and in advance of the final  disposition of the
  action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
  the director or officer to repay the amount if it is ultimately  determined by a
  court of competent  jurisdiction  that he is not entitled to be  indemnified  by
  corporation.  The  provisions  of this  subsection  do not  affect any rights to
  advancement of expenses to which corporate personnel other than the directors or
  officers may be entitled under any contract or otherwise by law.
  
       6. The indemnification and advancement of expenses authorized in or ordered
  by a court  pursuant to this  section:  (a) Does not exclude any other rights to
  which a  person  seeking  indemnification  or  advancement  of  expenses  may be
  entitled under the articles of  incorporation or any bylaw,  agreement,  vote of
  stockholders or  disinterested  directors or otherwise,  for either an action in
  his official capacity or an action in another capacity while holding his office,
  except that indemnification,  unless ordered by a court pursuant to subsection 2
  or for the  advancement  of expenses  made  pursuant to subsection 5, may not be
  made  to or on  behalf  of any  director  or  officer  if a  final  adjudication
  establishes that his act or omissions involved intentional misconduct,  fraud or
  
  
                                         4
  <PAGE>
  
  a knowing  violation  of the law and was  material  to the cause of action.  (b)
  Continues  for a person who has ceased to be a  director,  officer,  employee or
  agent and endures to the benefit of the heirs,  executors and  administrators of
  such a person.  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.
  
  Item 7. Exemption from Registration Claimed.
  
       Not Applicable.
  
  Item 8. Exhibits.
  
       (a) Exhibits.
  
            3.1  Articles  of   Incorporation   of  the  Registrant,   as  amended
            (incorporated by reference).
  
            3.2 Bylaws of the Registrant (incorporated by reference).
  
            5.1 Opinion of The O'Neal Law Firm
  
            10.1  Agreement  between Fan Energy and Robert P. Atwell dated January
            28, 2001.
  
            23.1 Consent of The O'Neal Law Firm (included in Exhibit 5.1).
  
            23.2  Consent  of  George  Williams,   Independent   Certified  Public
            Accountants.
  
  Item 9. Undertakings.
  
       The undersigned registrant hereby undertakes to:
  
       (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 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 information set forth
            in the registration statement; and
  
                                         5
  <PAGE>
  
                 (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) do not apply if the registration statement is on Form
            S-3, Form S-8 or Form F-3 and the information  required to be included
            in a  post-effective  amendment  by those  paragraphs  is contained in
            periodic  reports  filed with or  furnished to the  Commission  by the
            registrant  pursuant to Section 13 or Section 15(d) of the  Securities
            Exchange  Act of  1934  that  are  incorporated  by  reference  in the
            registration statement.
  
            (2) That,  for the  purpose of  determining  any  liability  under the
       Securities Act of 1933, each such post-effective  amendment shall be deemed
       to be a new  registration  statement  relating  to the  securities  offered
       therein,  and the offering of such  securities at that time shall be deemed
       to be the initial BONA FIDE offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
       any  of  the  securities  being  registered  which  remain  unsold  at  the
       termination of the offering.
  
       (b) The  undersigned  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
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act of 1934)  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 of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore,  unenforceable. In the event that a claim for indemnification
  against such  liabilities  (other than the payment by the Registrant of expenses
  incurred or paid by a director,  officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against public
  policy as  expressed  in the  Securities  Act and will be  governed by the final
  adjudication of such issue.
  
  
  
                                         6
  <PAGE>
  
  
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the undersigned
  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 Phoenix, State of Arizona, United States, on the 29th
  day of January, 2003.
  
                                                        Fan Energy, Inc.
  
                                          By:       /s/ Peter H. Jacobs
                                                   -----------------------------
                                                        Peter H. Jacobs
                                                        President, Director
  
       Pursuant to the  requirements  of the Securities Act of 1933, the following
  persons  in  the  capacities  and  on  the  dates  indicated  have  signed  this
  registration statement:
  
            NAME                      TITLE                    DATE
            ----                      -----                    ----
  
   /s/ Albert Golusin           Chief Financial Officer      January 29, 2003
   -----------------------      and Director
   Albert Golusin
  
  
  /s/ William H. Whitmore       Director                     January 29, 2003
   -----------------------
   William H. Whitmore
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit Number         Exhibit Description
  ---------------        -------------------
  
  3.1                    Articles of Incorporation  of the  Registrant, as amended
                         (incorporated by reference).
  
  3.2                    Bylaws of the Registrant (incorporated by reference).
  
  5.1                    Opinion of The O'Neal Law Firm
  
  10.1                   Agreement between  Fan Energy and  Robert P. Atwell dated
                         January 28, 2003.
  
  23.1                   Consent of The O'Neal Law Firm (included in Exhibit 5.1).
  
  23.2                   Consent of James C. Marshall, CPA, P.C.
  
  
                                         7
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "fanenergyseight.txt", "description": "FAN ENERGY, INC. S-8", "secsgml_size_bytes": 21790}]
metadata_filer: {"company-data": {"conformed-name": "FAN ENERGY INC", "cik": "0001057024", "assigned-sic": "7389", "irs-number": "770140428", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102838", "film-number": "03532348"}, "business-address": {"street1": "5355 CAPITAL COURT", "street2": "SUITE 108", "city": "RENO", "state": "NV", "zip": "89502", "phone": "6022677500"}, "mail-address": {"street1": "668 N. 44TH STREET, SUITE 248", "city": "PHOENIX", "state": "AZ", "zip": "85008"}}
text: AS FILED  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON JANUARY  30,  2003
  REGISTRATION NO. 33-____________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                     -----------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
                                     -----------
  
                                  FAN ENERGY, INC.
                          --------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                  Nevada 77-0140428
                                 ------- ----------
              (State of Incorporation (IRS Employer Identification No.)
                                  or Organization)
  
                                  FAN ENERGY, INC.
                            5355 Capital Court, Suite 108
                                 Reno, Nevada 89502
  
                               ----------------------
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                       Fan Energy, Inc. Consulting Agreements
                -----------------------------------------------------
                            (Full name of the Agreement)
                                     -----------
  
                                 Mr. Peter H. Jacobs
                                  Fan Energy, Inc.
                          668 North 44th Street, Suite 248
                               Phoenix, Arizona 85008
                              Telephone: (602) 267-7500
                        ------------------------------------
                   (Name and Address of Agent for Service Process)
  
                                      Copy to:
  
                               William D. O'Neal, Esq.
                                 The O'Neal Law Firm
                          668 North 44th Street, Suite 248
                               Phoenix, Arizona 85008
                              Telephone: (602) 267-3855
  
                                         1
  CALCULATION OF REGISTRATION FEE
  Proposed           Proposed
                                               Maximum            Maximum
    Title of Securities     Amount to be    Offering Price        Aggregate            Amount of
     to be Registered        Registered      Per Share(1)     Offering Price(1)    Registration Fee
  -------------------------------------------------------------------------------------------------
  Common Stock            10,000,000        $0.01              $100,000              $9.20
   .001 par value (2)
  
  -------------------------------------------------------------------------------------------------
  (1)  Estimated  solely  for the  purpose  of  computing  the  amount of the
            registration  fee  pursuant  to Rule  457(c)  based on the closing bid
            price as reported  by the NASDAQ  Over-The-Counter  Bulletin  Board on
            January 28, 2002.
  
       (2)  Represents shares of Common Stock issued to Consultant of the Company.
  
  ================================================================================
  
                                       PART I
  
                       INFORMATION REQUESTED IN THE PROSPECTUS
  
  Note:  The  document(s)  containing  the  information  concerning the Agreements
  between Fan Energy,  Inc. ("Fan Energy" or  "Registrant")  and Robert P. Atwell,
  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.  Fan Energy  will  maintain a file of such  documents  in
  accordance  with the  provisions  of Rule 428.  Upon  request,  Fan Energy 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  are hereby  incorporated  by  reference  in this
  Registration Statement:
  
       (i) The Registrant's Annual Report dated April 1, 2002 on Form 10-KSB filed
  with the Commission on April 1, 2002 for the year ending December 31, 2001.
  
       (ii) The Registrant's Quarterly Reports dated May 20, 2002, August 19, 2002
  and November 19, 2002 on Form 10QSB filed with the  Commission  on May 20, 2002,
  
                                         2
  August 19, 2002 and November 19, 2002 for the quarters  ending March 30, June 30
  and September 30, 2002.
  
       (iii) All other reports and documents  previously and subsequently filed by
  the Registrant before and after the date of this Registration Statement pursuant
  to Sections 13(a),  13(c),  14, or 15(d) of the Securities  Exchange Act of 1934
  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 and to be
  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.
  
       "Expert" or "Counsel" as defined by Item 509 of Regulation S-K  promulgated
  pursuant  to the  Securities  Act of  1933,  whose  services  were  used  in the
  preparation of this Form S-8 were not hired on a contingent  basis nor will they
  receive a direct or indirect interest in the Company.
  
  Item 6. Indemnification of Directors and Officers.
  
       The  Corporation  Laws of the  State of  Nevada  and the  Company's  Bylaws
  provide for  indemnification  of the  Company's  Directors for  liabilities  and
  expenses  that they may incur in such  capacities.  In  general,  Directors  and
  Officers are indemnified with respect to actions taken in good faith in a manner
  reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
  Company, and with respect to any criminal action or proceeding, actions that the
  indemnitee had no reasonable  cause to believe were unlawful.  Furthermore,  the
  personal  liability  of the  Directors  is limited as provided in the  Company's
  Articles of Incorporation.
  
       Article XI of the Company's  Articles of  Incorporation  for the Company do
  contain  provisions  for  indemnification  of the  officers  and  directors;  in
  addition,  Section  78.751 of the Nevada  General  Corporation  Laws provides as
  follows:  78.751 Indemnification of officers,  directors,  employees and agents;
  advance of expenses.
  
       1. A  corporation  may  indemnify  any  person  who was or is a party or is
  threatened to be made a party to any  threatened,  pending or completed  action,
  suit or proceeding,  whether civil,  criminal,  administrative or investigative,
  except an action  by or in the right of the  corporation,  by reason of the fact
  that he is or was a director,  officer, employee or agent of the corporation, or
  is or was serving at the  request of the  corporation  as a  director,  officer,
  employee or agent of another corporation,  partnership,  joint venture, trust or
  other enterprise,  against expenses, including attorney's fees, judgments, fines
  and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
  connection with the action, suitor proceeding if he acted in good faith and in a
  manner  which  he  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 conduct was  unlawful.  The
  termination of any action,  suit or proceeding by judgment,  order,  settlement,
  conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
  itself,  create a presumption that the person did not act in good faith and in a
  manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
  interests of the  corporation,  and that, with respect to any criminal action or
  proceeding, he had reasonable cause to believe that his conduct was unlawful.
  
                                         3
  2. A  corporation  may  indemnify  any  person  who was or is a party or is
  threatened to be made a party to any threatened,  pending or completed action or
  suit by or in the right of the corporation to procure a judgment in its favor by
  reason of the fact that he is or was a director,  officer,  employee or agent of
  the  corporation,  or is or was serving at the request of the  corporation  as a
  director, officer, employee or agent of another corporation,  partnership, joint
  venture,  trust or other enterprise against expenses,  including amounts paid in
  settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
  connection  with the defense or  settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably  believed to be in or not opposed
  to the best interests of the  corporation.  Indemnification  may not be made for
  any  claim,  issue or matter as to which such a person  has been  adjudged  by a
  court of competent jurisdiction,  after exhaustion of all appeals there from, to
  be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
  corporation, unless and only to the extent that the court in which the action or
  suit was  brought  or other  court of  competent  jurisdiction  determines  upon
  application  that in view of all the  circumstances  of the case,  the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper.
  
       3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
  corporation  has been  successful  on the merits or  otherwise in defense of any
  action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
  any claim,  issue or matter  therein,  he must be indemnified by the corporation
  against expenses, including attorneys' fees, actually and reasonably incurred by
  him in connection with the defense.
  
       4. Any indemnification under subsections 1 and 2, unless ordered by a court
  or advanced  pursuant to subsection 5, must be made by the  corporation  only as
  authorized in the specific case upon a determination that indemnification of the
  director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
  determination  must  be  made:  (a) By the  stockholders:  (b) By the  board  of
  directors by majority  vote of a quorum  consisting  of  directors  who were not
  parties  to  act,  suit  or  proceeding;  (c) If a  majority  vote  of a  quorum
  consisting  of directors  who were not parties to the act, suit or proceeding so
  orders,  by independent  legal counsel in a written opinion;  or (d) If a quorum
  consisting  of  directors  who were not parties to the act,  suit or  proceeding
  cannot to obtained, by independent legal counsel in a written opinion; or
  
       5. The articles of  incorporation,  the bylaws or an agreement  made by the
  corporation may provide that the expenses of officers and directors  incurred in
  defending  a  civil  or  criminal,  suit  or  proceeding  must  be  paid  by the
  corporation as they are incurred and in advance of the final  disposition of the
  action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
  the director or officer to repay the amount if it is ultimately  determined by a
  court of competent  jurisdiction  that he is not entitled to be  indemnified  by
  corporation.  The  provisions  of this  subsection  do not  affect any rights to
  advancement of expenses to which corporate personnel other than the directors or
  officers may be entitled under any contract or otherwise by law.
  
       6. The indemnification and advancement of expenses authorized in or ordered
  by a court  pursuant to this  section:  (a) Does not exclude any other rights to
  which a  person  seeking  indemnification  or  advancement  of  expenses  may be
  entitled under the articles of  incorporation or any bylaw,  agreement,  vote of
  stockholders or  disinterested  directors or otherwise,  for either an action in
  his official capacity or an action in another capacity while holding his office,
  except that indemnification,  unless ordered by a court pursuant to subsection 2
  or for the  advancement  of expenses  made  pursuant to subsection 5, may not be
  made  to or on  behalf  of any  director  or  officer  if a  final  adjudication
  establishes that his act or omissions involved intentional misconduct,  fraud or
  
                                         4
  a knowing  violation  of the law and was  material  to the cause of action.  (b)
  Continues  for a person who has ceased to be a  director,  officer,  employee or
  agent and endures to the benefit of the heirs,  executors and  administrators of
  such a person.  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.
  
  Item 7. Exemption from Registration Claimed.
  
       Not Applicable.
  
  Item 8. Exhibits.
  
       (a) Exhibits.
  
            3.1  Articles  of   Incorporation   of  the  Registrant,   as  amended
            (incorporated by reference).
  
            3.2 Bylaws of the Registrant (incorporated by reference).
  
            5.1 Opinion of The O'Neal Law Firm
  
            10.1  Agreement  between Fan Energy and Robert P. Atwell dated January
            28, 2001.
  
            23.1 Consent of The O'Neal Law Firm (included in Exhibit 5.1).
  
            23.2  Consent  of  George  Williams,   Independent   Certified  Public
            Accountants.
  
  Item 9. Undertakings.
  
       The undersigned registrant hereby undertakes to:
  
       (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 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 information set forth
            in the registration statement; and
  
                                         5
  (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) do not apply if the registration statement is on Form
            S-3, Form S-8 or Form F-3 and the information  required to be included
            in a  post-effective  amendment  by those  paragraphs  is contained in
            periodic  reports  filed with or  furnished to the  Commission  by the
            registrant  pursuant to Section 13 or Section 15(d) of the  Securities
            Exchange  Act of  1934  that  are  incorporated  by  reference  in the
            registration statement.
  
            (2) That,  for the  purpose of  determining  any  liability  under the
       Securities Act of 1933, each such post-effective  amendment shall be deemed
       to be a new  registration  statement  relating  to the  securities  offered
       therein,  and the offering of such  securities at that time shall be deemed
       to be the initial BONA FIDE offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
       any  of  the  securities  being  registered  which  remain  unsold  at  the
       termination of the offering.
  
       (b) The  undersigned  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
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act of 1934)  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 of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore,  unenforceable. In the event that a claim for indemnification
  against such  liabilities  (other than the payment by the Registrant of expenses
  incurred or paid by a director,  officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against public
  policy as  expressed  in the  Securities  Act and will be  governed by the final
  adjudication of such issue.
  
                                         6
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the undersigned
  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 Phoenix, State of Arizona, United States, on the 29th
  day of January, 2003.
  
                                                        Fan Energy, Inc.
  
                                          By:       /s/ Peter H. Jacobs
                                                   -----------------------------
                                                        Peter H. Jacobs
                                                        President, Director
  
       Pursuant to the  requirements  of the Securities Act of 1933, the following
  persons  in  the  capacities  and  on  the  dates  indicated  have  signed  this
  registration statement:
  
            NAME                      TITLE                    DATE
            ----                      -----                    ----
  
   /s/ Albert Golusin           Chief Financial Officer      January 29, 2003
   -----------------------      and Director
   Albert Golusin
  
  /s/ William H. Whitmore       Director                     January 29, 2003
   -----------------------
   William H. Whitmore
  
                                    EXHIBIT INDEX
  
  Exhibit Number         Exhibit Description
  ---------------        -------------------
  
  3.1                    Articles of Incorporation  of the  Registrant, as amended
                         (incorporated by reference).
  
  3.2                    Bylaws of the Registrant (incorporated by reference).
  
  5.1                    Opinion of The O'Neal Law Firm
  
  10.1                   Agreement between  Fan Energy and  Robert P. Atwell dated
                         January 28, 2003.
  
  23.1                   Consent of The O'Neal Law Firm (included in Exhibit 5.1).
  
  23.2                   Consent of James C. Marshall, CPA, P.C.
  
                                         7