content: As filed with the Securities and Exchange Commission on June __, 2005
                             REGISTRATION NO. _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                           National Parking Systems, Inc.
                ----------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
                NEVADA                                     98-4886472
  -------------------------------              ----------------------------------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                200 HANNOVER PARK ROAD, SUITE 120, ATLANTA, GA 30350
                -----------------------------------------------------
                      (Address of principal executive offices)
  
               2005 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN
               ------------------------------------------------------
                                (Full title of Plan)
  
                              Marc Ebersole, President
                           National Parking Systems, Inc.
                          200 Hannover Park Road, Suite 120
                                  Atlanta, GA 30350
                       --------------------------------------
                      (Name and address of agent for service)
  
                                    770.650.1733
             -----------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
                            STEPHEN A. ZRENDA, JR., ESQ.
                            STEPHEN A. ZRENDA, JR., P.C.
                        100 NORTH BROADWAY AVENUE, SUITE 2440
                         OKLAHOMA CITY, OKLAHOMA 73102-8608
                                   (405) 235-2111
  
  <TABLE>
  <CAPTION>
  
                                       CALCULATION OF REGISTRATION FEE
  
  Title of Securities       Amount to be     Proposed Maximum              Proposed Maximum            Amount of
  to be registered          Registered(1)    Offering Price per Share(2)   Aggregate Offering Price    Registration Fee
  <S>                           <C>                 <C>                          <C>                         <C>
  Common Stock,
  ..001 par value           6,000,000 shares       $ 2.50                      $15,000,000                   $627
  <FN>
  (1)    Estimated pursuant to Rule 457(c) under the Securities Act, solely for the purpose of calculating the
  registration
  fee, based on the average of the bid and asked prices of the Company's common stock as reported within five business
  </TABLE>
  
  <PAGE>
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  ITEM 1.     PLAN INFORMATION.
  
       GENERAL.    The  Board  of Directors adopted the 2005 Stock Option, SAR and
  Stock  Bonus Consultant Plan (the Plan) which authorized the Company through the
  Committee  that  administers  the  Plan (the "Committee") to grant non-qualified
  stock options with or without stock appreciation rights, SAR's and stock bonuses
  to  consultants  of  the Company.  There are 6,000,000 shares of Common Stock of
  the  Company  available  for  grant  to participants designated by the Committee
  under  the Plan.  A description of the Plan appears below.   Directors, officers
  and  employees  of  the  Company  are  not  eligible to participate in this Plan
  
       DESCRIPTION  OF THE PLAN.  The Board of Directors has determined that it is
  necessary  to  retain  consultants  and  to  provide compensation and additional
  incentives  for  such consultants.  The Plan  permits the Committee the right to
  grant  non-qualified  stock  options  ("Stock  Options")  with  or without stock
  appreciation  rights  ("SARs"), SARs and stock bonuses.  The Board believes that
  the best interest of the Company will be served by combining the availability of
  both  Stock  Option  s  and  SARs  in  certain  instances
  
       THE  COMMITTEE.  The  Plan  provides  for  the granting by the Committee of
  Options (with or without SARs) and stock bonuses to  consultants of the Company.
  The  shares  subject  to  the  Plan  will be registered at the Company's expense
  pursuant  to the Securities Act of 1933, as amended (the "Act"), and  applicable
  state  securities  acts, or will be issued by the Company pursuant to exemptions
  from  the  registration  requirements of the Act and applicable state securities
  acts.  The Plan is administered by the Committee composed of at least one member
  of  the  Board  of Directors.  The Committee administers and interprets the Plan
  and  has  authority  to grant Options and stock bonuses  to all eligible persons
  and  determines  at  the time the Option is granted the number of shares granted
  under  and  the  type  of  each  Option or bonus, the purchase price, the option
  period  and  whether  SARs  granted thereunder or at the time of exercise of the
  Option.  Mr.  Marc Ebersole has been appointed as the initial sole member of the
  Committee.
  
       STOCK  OPTIONS.  The  Plan provides for the issuance of non-qualified Stock
  Options  which may be with or without SARs, to consultants of the Company at any
  time prior to midnight June 13, 2008 for the purchase of shares of the Company's
  Common  Stock  from  the  6,000,000  shares  which  have been set aside for such
  purpose.  The  Committee  may grant Stock Options  with or without SARs for such
  number  of  shares  to  eligible participants as the Committee from time to time
  shall  determine  and  designate.  Shares involved in the unexercised portion of
  any  terminated  or  expired  Option may again be subjected to Options, provided
  that  to  the extent any Option in whole or in part is surrendered as the result
  of  the  exercise of a SAR, the shares subject to the surrendered portion of the
  Option  will  no  longer  be  available  for  use  under  the  Plan.
  
       The  Committee  is  vested  with  discretion  in  determining  the  terms,
  restrictions  and  conditions  of  each  Option.  The option price of the Common
  Stock  to be issued under the Plan will be determined by the Committee, provided
  such  price  may  not be less than 85% of the fair market value of the shares on
  the  date  of  grant.  The  fair market value of a share of the Company's Common
  Stock  will  be determined to be the closing price for such share on the date of
  grant  in  the over-the-counter market (NASD Electronic Bulletin Board) or other
  market  upon  which  the  Common  Stock  of  the  Company  actively  trades
  
       Options  granted  under  the  Plan are exercisable in such amounts, at such
  intervals  and  upon  such  terms as the Committee shall provide in such Option.
  Upon  the  exercise of a Stock Option, the option price must be paid in full, in
  cash or in Common Stock of the Company or a combination of cash and Common Stock
  of  the  Company.
  
       Stock  Options granted under the Plan may not be exercised until six months
  after  the  date of the grant and rights under an SAR may not be exercised until
  six  months  after SARs are attached to an Option if not attached at the time of
  the  grant,  except  in  the  event  of  death or disability of the participant.
  Options  are  exercisable  only  by  participants  while  actively employed as a
  consultant  by  the  Company  or  a  subsidiary  except  in the case of death or
  disability.  In  the case of disability and to the extent otherwise exercisable,
  Options  may  be  exercised  at any time within one year after the occurrence of
  disability.  The  personal  representative  of a deceased participant shall have
  one  year  from  the  date  of  death (but not beyond the expiration date of the
  Option) to exercise the exercisable portion of such Option to the extent that it
  has accrued on the date of death.  If a Participant's employment as a consultant
  by  the  Company or its subsidiary terminates for any reason other than death or
  disability,  any Option granted to such participant shall immediately terminate.
  However,  a disabled participant or any other participant upon the occurrence of
  other  special circumstances may, with the consent of the Committee, exercise an
  Option  if  the  disability or other event causing termination  of employment as
  consultant  occurred  on  or  after  the  six-month period following the date of
  grant,  notwithstanding  the  fact  that  all  installments with respect to such
  Option  had  not accrued at such date.  If a participant dies or terminates as a
  consultant with the Company or its subsidiary by disability within the aforesaid
  six-month  waiting  period, the Committee may permit the personal representative
  of such deceased participant or the disabled participant to exercise any portion
  of  an  Option  previously granted to such deceased or disabled participant.  No
  Option  may  be  exercisable  after  June 13, 2008.  Subject to such conditions,
  Options  will become exercisable by the participants in such amounts and at such
  times as shall be determined by the Committee in each individual grant.  Options
  are  not transferable except by will or by the laws of descent and distribution.
  
  <PAGE>
  
       STOCK  APPRECIATION  RIGHTS.  Except  in the case of death or disability, a
  SAR may not be exercised until six months after the date of grant but thereafter
  may  be  exercised  and will terminate at such time as the Committee determines.
  SARs are exercisable only upon surrender of part or all of the related Option to
  which  they  are  attached.  SARs also terminate upon termination of the related
  Option.  They  may  be  exercised  only  by  participants  while  employed as  a
  consultant by the Company or its subsidiary, under the same terms and conditions
  as  the  Stock  Options  and  like  such  Options,  death or disability  provide
  exceptions.  See  "Stock  Options  "  above.  A  participant  who  terminates
  employment  as  a  consultant  by  reason  of  disability  or  death  within the
  six-month  period  following  the date of grant of a SAR will automatically lose
  the  SAR as well as the related Stock Option.  However, a disabled  participant,
  or  any  other  participant  upon the occurrence of other special circumstances,
  may,  with  the  consent  of  the Committee, exercise a SAR if the disability or
  other  event  causing  termination of employment as  a consultant occurred on or
  after  the six-month period following the date of grant notwithstanding the fact
  that  all installments with respect to such SAR had not accrued as of such date.
  If a participant dies or becomes disabled which causes termination of employment
  as a consultant within the aforesaid six-month waiting period, the Committee may
  permit  the personal representative of such deceased participant or the disabled
  participant to exercise any portion of a SAR previously granted to such deceased
  or  disabled  participant.  Upon  the  exercise of a SAR, the holder is entitled
  (subject  to  the Committee's approval) to receive the excess of the fair market
  value of the shares for which the right is exercised over the option price under
  the  related  Option.
  
       The  Committee  has the authority to determine whether the value of the SAR
  is paid in cash or shares of Common Stock or both and whether or not the SAR may
  be  exercised  by  the  participant.  The Committee may deny the exercise of the
  SAR,  if  in  the  Committee's  opinion,  the  performance by the participant is
  unsatisfactory  or  the  conduct  of the participant has been detrimental to the
  Company  or one of its subsidiaries.  The Committee has no authority to deny the
  exercise  of  the  underlying  Stock  Option pursuant to the terms of the grant.
  
       The  utilization  of SARs will require a charge to the Company's operations
  for  each  year for the appreciation of the rights which are anticipated will be
  exercised.  The  amount  of a charge is dependent upon whether and the extent to
  which  such rights are granted, and the amount, if any, by which the fair market
  value of the Company's Common Stock exceeds the option price provided for in the
  related  Stock  Option.  A similar charge will be made for Stock Options without
  SARs.
  
       ADJUSTMENTS.  The  total  number  of  shares  of the Company's Common Stock
  which  may  be  purchased  through all classes of Options under the Plan and the
  number  of  shares  subject to outstanding Options and the related option prices
  will  be  adjusted in the cases of changes in capital structure resulting from a
  stock  dividend,  recapitalization,  stock split, consolidation, reorganization,
  combination,  liquidation,  stock  dividend  or  similar  transaction,  except a
  dissolution or liquidation of the  Company or a merger or consolidation in which
  the  Company  is  not  the  surviving  or  the  resulting  corporation (except a
  reorganization  which  has  the  effect  of  changing  the  Company's  place  of
  organization)  will  cause  the Plan and any Option or SAR granted thereunder to
  terminate  upon  the  effective date of such dissolution, liquidation, merger or
  consolidation.
  
       TERMINATION  AND AMENDMENT.  The Plan terminates as of midnight on June 13,
  2008, but prior thereto may be altered, changed, modified, amended or terminated
  by  written  amendment  approved  by  the Board of Directors.  Provided, that no
  action  of  the  Committee  may,  without  the  approval  of Board of Directors,
  increase  the  total amount of Common Stock which may be purchased under Options
  granted  under  the  Plan;  withdraw  the  administration  of  the Plan from the
  Committee;  amend  or  alter the option price of Common Stock under the Plan; or
  change  the  manner  of  computing  the  spread  payable  by  the  Company  to a
  participant  upon  the  exercise  of  a  SAR.   No  amendment,  modification  or
  termination  of  the  Plan  shall  in  any  manner  adversely  affect any Option
  theretofore  granted  under  the Plan without the consent of the optionee except
  as  described  under  "Adjustments"  above.
  
       FEDERAL  INCOME  TAX  CONSEQUENCES FOR U.S. CITIZENS AND U.S. RESIDENTS.  A
  participant  receiving  a  Stock Option under the Plan will not be in receipt of
  U.S.  income  under the Code and the applicable Treasury Regulations thereunder,
  upon  the grant of the Option.   However, he will realize income at the time the
  Option is exercised in an amount equal to the excess of the fair market value of
  the  Common  Stock  acquired  on  the  date  of  exercise.  The amount of income
  realized  by  a  participant will be treated as ordinary income, and the Company
  will  be entitled to deduct that same amount.  The tax basis of any Common Stock
  received  by  a  participant will be its fair market value on the exercise date.
  
       The  granting of Stock Options with SARs  will not produce income under the
  Code  and the applicable Treasury Regulations to the participant or and will not
  result  in  a  tax deduction to the Company.   Upon exercise of such rights, any
  cash  a  participant  receives and the fair market value on the exercise date of
  any Common Stock received will be taxable to the participant as ordinary income.
  The  amount  of  income  recognized  by  a participant will be deductible by the
  Company.  The  tax  basis  of any Common Stock received by a participant will be
  its  fair  market  value  on  the  exercise  date.
  
  <PAGE>
  
  ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.
  
       The  document(s) containing the information specified in Part I of Form S-8
  will be sent or given to participants as specified by Rule 428(b)(1) promulgated
  by  the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
  Securities  Act  of 1933 (the "Securities Act").  Such document(s) are not being
  filed with the Commission, but constitute (along with the documents incorporated
  by  reference  into  the  Registration  Statement  pursuant to Item 3 of Part II
  hereof)  a  prospectus  that  meets  the  requirements  of  Section 10(a) of the
  Securities  Act.
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
  
       The  following  documents  previously  or concurrently filed by the Company
  with  the Commission are hereby incorporated by reference into this registration
  statement.
  
  1     Form  10-KSB                      The  Form  10-KSB  for  the  fiscal year
                                          ended December 31, 2004, filed on May 3,
                                          2005,  is  incorporated  herein  by
                                          reference.
  
  3(i)  Articles  of  Incorporation       Articles  of  Incorporation  are
                                          incorporated  herein  by  reference  to
                                          Exhibit  3(i) of Form 10-SB filed by the
                                          Company  on  July  23,  2002
  
  3(ii) Articles  of  Amendment           Articles  of  Amendment  dated  June 17,
                                          2003 is incorporated herein by reference
                                          to  Exhibit  3.1 to the Form 8-K current
                                          report  of the Company filed on June 25,
                                          2003.
  
  3(iv) Bylaws                            Bylaws  of  the Company are incorporated
                                          herein  by reference to Exhibit 3(ii) of
                                          Form  10-SB filed by the Company on July
                                          23,  2002.
  
  
       All  of the above documents and documents subsequently filed by the Company
  with  the  Commission  pursuant  to  Sections  13(a),  13(c), 14 or 15(d) of the
  Exchange  Act, 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 incorporated by reference into
  this  Form  S-8 Registration Statement and to be a part thereof from the date of
  the  filing  of  such  documents.  Any  statement  contained  in  the  documents
  incorporated, or deemed to be incorporated, by reference herein or therein shall
  be  deemed  to  be  modified  or  superseded  for  purposes  of  this  Form  S-8
  Registration  Statement  and  the  prospectus  which  is  a  part  hereof  (the
  "Prospectus")  to  the extent that a statement contained herein or therein or in
  any  other  subsequently  filed  document  which  also  is,  or is deemed to be,
  incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
  statement.   Any  such  statement so modified or superseded shall not be deemed,
  except  as  so  modified  or  superseded,  to constitute a part of this Form S-8
  Registration  Statement  and  the  Prospectus.
  
       All  documents  incorporated  by reference herein will be made available to
  all participants without charge, upon written or oral request.   Other documents
  required  to  be  delivered to participants pursuant to Rule 428(b)(1) under the
  Securities  Act  of 1933 are also available without charge, upon written or oral
  request.  All  requests  for  documents  shall  be  directed  to:
  
                              Marc Ebersole, President
                           National Parking Systems, Inc.
                          200 Hannover Park Road, Suite 120
                                  Atlanta, GA 30350
                                    905.842.5515
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
       Not  applicable.
  
  ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
  
       Not  applicable.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The Company is a Nevada corporation.  Title 7, Chapter 78.138 of the Nevada
  Corporation  Law  provides  authority  for  broad  indemnification  of officers,
  directors,  employees  and  agents  of  a  corporation,  with  certain specified
  exceptions.
  
  <PAGE>
  
       Section  2.17  of the ByLaws of the Company provides that the Company shall
  have  the power to pay or reimburse any present or former director or officer of
  the  Company  any  costs  or  expenses actually and necessarily incurred by that
  officer  in any action, suit, or proceeding to which the officer is made a party
  by  reason  of  holding  that position, provided, however, that no officer shall
  receive  such  indemnification  if  finally adjudicated therein to be liable for
  negligence  or  misconduct  in  office.  This  indemnification  shall  extend to
  good-faith  expenditures  incurred  in  anticipation  of  threatened or proposed
  litigation.  The  Board  of  Directors  may  in  proper  cases,  extend  the
  indemnification  to cover the good-faith settlement of any such action, suite or
  proceeding,  whether  formally  instituted  or  not.
  
       At  the  present  time,  the  Company  does  not  have any officer-director
  liability  insurance although permitted by Nevada law and by Section 2.18 of the
  ByLaws,  nor  does  the  Company have indemnification agreements with any of its
  directors,  officers,  employees  or  agents.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  Applicable.
  
  ITEM  8.     EXHIBITS
  
       5.1      Opinion  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
       10.1     2005  Stock  Option,  SAR  and  Stock  Bonus  Consultant  Plan
  
       23.1     Consent  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
       23.2     Consent  of  Meyler  &  Company,  LLC
  
  
       In  addition,  see  the  Exhibit Index following the signature page in this
  Registration Statement, which Exhibit Index is incorporated herein by reference.
  
  ITEM  9.     UNDERTAKINGS
  
  (a)  The  undersigned  Company  hereby  undertakes:
  
       (1)  To  file, during any period in which offers or sales are being made, a
            post-effective amendment to the Registration Statement to: (i) include
            any  prospectus  required  by  Section 10(a)(3) of the Securities Act;
            (ii)  reflect  in the prospectus any facts or events arising after the
            effective date of the Registration Statement which, individually or in
            the  aggregate,  represent a fundamental change in the information set
            forth  in  the  Registration  Statement;  and  notwithstanding  the
            foregoing,  any  increase  or decrease in volume of securities offered
            (if the total dollar value of securities offered would not exceed that
            which  was  registered)  and any deviation from the low or high end of
            the  estimated maximum offering range may be selected in the form of a
            prospectus  filed  with  the Commission pursuant to Rule 424(b) if, in
            the  aggregate, the changes in volume and price represent no more than
            a  20 percent change in the maximum aggregate offering price set forth
            in  the  "Calculation  of  Registration"  table  in  the  effective
            registration  statement;  and  (iii)  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 provisions (i)
            and (ii) of this undertaking are inapplicable if the information to be
            filed thereunder is contained in periodic reports filed by the Company
            pursuant  to  the Exchange Act that are incorporated by reference into
            the  Registration  Statement;
  
  <PAGE>
  
       (2)  That,  for  the  purpose  of  determining  any  liability  under  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 post-effective amendment any
            of  the  securities  being  registered  which  remain  unsold  at  the
            termination  of  the  offering.
  
  (b)  Insofar as indemnification for liabilities arising under the Securities Act
       may  be  permitted  to  directors, officers, and controlling persons of the
       Company pursuant to the foregoing provisions, or otherwise, the Company 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  director,  officer or controlling
       person  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 Company 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.
  
  (c)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
       liability  under  the  Securities  Act, each filing of the Company's annual
       report  pursuant  to Section 13(a) or 15(d) of the Exchange Act (and, where
       applicable,  each  filing  of  an  employee  benefit  plan's  annual report
       pursuant  to  Section  15(d)  of  the Exchange Act) that is incorporated by
       reference  in  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.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant has duly
  caused  this  Registration  Statement  to  be  signed  on  its  behalf  by  the
  undersigned,  thereunto duly authorized, in the City of Atlanta, GA, on June 14,
  2005.
  
                              National  Parking  Systems,  Inc
  
  
                        By:     /s/  Marc  Ebersole,  President
                               --------------------------------------
                               Marc  Ebersole
                               President  and  sole  director
  
  <PAGE>
  
                           NATIONAL PARKING SYSTEMS, INC.
                                    EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  
  EXHIBIT  NO.    DESCRIPTION
  -----------     -----------
  
  5.1             Opinion  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
  10.1            2005  Stock  Option,  SAR  and  Stock  Bonus  Consultant  Plan
  
  23.1            Consent  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
  23.2            Consent  of  Meyler  &  Company,  LLC
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 27396}]
metadata_filer: {"company-data": {"conformed-name": "National Parking Systems, Inc.", "cik": "0001178377", "assigned-sic": "7389", "irs-number": "954886472", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125876", "film-number": "05901300"}, "business-address": {"street1": "200 HANNOVER PARK ROAD, SUITE 120", "city": "ATLANTA", "state": "GA", "zip": "30350", "phone": "770 650 1733"}, "mail-address": {"street1": "200 HANNOVER PARK ROAD, SUITE 120", "city": "ATLANTA", "state": "GA", "zip": "30350"}, "former-company": [{"former-conformed-name": "CASCADE MOUNTAIN MINING CO INC", "date-changed": "20030729"}, {"former-conformed-name": "WEB VIEWS CORP", "date-changed": "20020722"}]}
text: As filed with the Securities and Exchange Commission on June __, 2005
                             REGISTRATION NO. _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                           National Parking Systems, Inc.
                ----------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
                NEVADA                                     98-4886472
  -------------------------------              ----------------------------------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                200 HANNOVER PARK ROAD, SUITE 120, ATLANTA, GA 30350
                -----------------------------------------------------
                      (Address of principal executive offices)
  
               2005 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN
               ------------------------------------------------------
                                (Full title of Plan)
  
                              Marc Ebersole, President
                           National Parking Systems, Inc.
                          200 Hannover Park Road, Suite 120
                                  Atlanta, GA 30350
                       --------------------------------------
                      (Name and address of agent for service)
  
                                    770.650.1733
             -----------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                     Copies to:
                            STEPHEN A. ZRENDA, JR., ESQ.
                            STEPHEN A. ZRENDA, JR., P.C.
                        100 NORTH BROADWAY AVENUE, SUITE 2440
                         OKLAHOMA CITY, OKLAHOMA 73102-8608
                                   (405) 235-2111
  CALCULATION OF REGISTRATION FEE
  
  Title of Securities       Amount to be     Proposed Maximum              Proposed Maximum            Amount of
  to be registered          Registered(1)    Offering Price per Share(2)   Aggregate Offering Price    Registration Fee
  Common Stock,
  ..001 par value           6,000,000 shares       $ 2.50                      $15,000,000                   $627
  (1)    Estimated pursuant to Rule 457(c) under the Securities Act, solely for the purpose of calculating the
  registration
  fee, based on the average of the bid and asked prices of the Company's common stock as reported within five business
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.     PLAN INFORMATION.
  
       GENERAL.    The  Board  of Directors adopted the 2005 Stock Option, SAR and
  Stock  Bonus Consultant Plan (the Plan) which authorized the Company through the
  Committee  that  administers  the  Plan (the "Committee") to grant non-qualified
  stock options with or without stock appreciation rights, SAR's and stock bonuses
  to  consultants  of  the Company.  There are 6,000,000 shares of Common Stock of
  the  Company  available  for  grant  to participants designated by the Committee
  under  the Plan.  A description of the Plan appears below.   Directors, officers
  and  employees  of  the  Company  are  not  eligible to participate in this Plan
  
       DESCRIPTION  OF THE PLAN.  The Board of Directors has determined that it is
  necessary  to  retain  consultants  and  to  provide compensation and additional
  incentives  for  such consultants.  The Plan  permits the Committee the right to
  grant  non-qualified  stock  options  ("Stock  Options")  with  or without stock
  appreciation  rights  ("SARs"), SARs and stock bonuses.  The Board believes that
  the best interest of the Company will be served by combining the availability of
  both  Stock  Option  s  and  SARs  in  certain  instances
  
       THE  COMMITTEE.  The  Plan  provides  for  the granting by the Committee of
  Options (with or without SARs) and stock bonuses to  consultants of the Company.
  The  shares  subject  to  the  Plan  will be registered at the Company's expense
  pursuant  to the Securities Act of 1933, as amended (the "Act"), and  applicable
  state  securities  acts, or will be issued by the Company pursuant to exemptions
  from  the  registration  requirements of the Act and applicable state securities
  acts.  The Plan is administered by the Committee composed of at least one member
  of  the  Board  of Directors.  The Committee administers and interprets the Plan
  and  has  authority  to grant Options and stock bonuses  to all eligible persons
  and  determines  at  the time the Option is granted the number of shares granted
  under  and  the  type  of  each  Option or bonus, the purchase price, the option
  period  and  whether  SARs  granted thereunder or at the time of exercise of the
  Option.  Mr.  Marc Ebersole has been appointed as the initial sole member of the
  Committee.
  
       STOCK  OPTIONS.  The  Plan provides for the issuance of non-qualified Stock
  Options  which may be with or without SARs, to consultants of the Company at any
  time prior to midnight June 13, 2008 for the purchase of shares of the Company's
  Common  Stock  from  the  6,000,000  shares  which  have been set aside for such
  purpose.  The  Committee  may grant Stock Options  with or without SARs for such
  number  of  shares  to  eligible participants as the Committee from time to time
  shall  determine  and  designate.  Shares involved in the unexercised portion of
  any  terminated  or  expired  Option may again be subjected to Options, provided
  that  to  the extent any Option in whole or in part is surrendered as the result
  of  the  exercise of a SAR, the shares subject to the surrendered portion of the
  Option  will  no  longer  be  available  for  use  under  the  Plan.
  
       The  Committee  is  vested  with  discretion  in  determining  the  terms,
  restrictions  and  conditions  of  each  Option.  The option price of the Common
  Stock  to be issued under the Plan will be determined by the Committee, provided
  such  price  may  not be less than 85% of the fair market value of the shares on
  the  date  of  grant.  The  fair market value of a share of the Company's Common
  Stock  will  be determined to be the closing price for such share on the date of
  grant  in  the over-the-counter market (NASD Electronic Bulletin Board) or other
  market  upon  which  the  Common  Stock  of  the  Company  actively  trades
  
       Options  granted  under  the  Plan are exercisable in such amounts, at such
  intervals  and  upon  such  terms as the Committee shall provide in such Option.
  Upon  the  exercise of a Stock Option, the option price must be paid in full, in
  cash or in Common Stock of the Company or a combination of cash and Common Stock
  of  the  Company.
  
       Stock  Options granted under the Plan may not be exercised until six months
  after  the  date of the grant and rights under an SAR may not be exercised until
  six  months  after SARs are attached to an Option if not attached at the time of
  the  grant,  except  in  the  event  of  death or disability of the participant.
  Options  are  exercisable  only  by  participants  while  actively employed as a
  consultant  by  the  Company  or  a  subsidiary  except  in the case of death or
  disability.  In  the case of disability and to the extent otherwise exercisable,
  Options  may  be  exercised  at any time within one year after the occurrence of
  disability.  The  personal  representative  of a deceased participant shall have
  one  year  from  the  date  of  death (but not beyond the expiration date of the
  Option) to exercise the exercisable portion of such Option to the extent that it
  has accrued on the date of death.  If a Participant's employment as a consultant
  by  the  Company or its subsidiary terminates for any reason other than death or
  disability,  any Option granted to such participant shall immediately terminate.
  However,  a disabled participant or any other participant upon the occurrence of
  other  special circumstances may, with the consent of the Committee, exercise an
  Option  if  the  disability or other event causing termination  of employment as
  consultant  occurred  on  or  after  the  six-month period following the date of
  grant,  notwithstanding  the  fact  that  all  installments with respect to such
  Option  had  not accrued at such date.  If a participant dies or terminates as a
  consultant with the Company or its subsidiary by disability within the aforesaid
  six-month  waiting  period, the Committee may permit the personal representative
  of such deceased participant or the disabled participant to exercise any portion
  of  an  Option  previously granted to such deceased or disabled participant.  No
  Option  may  be  exercisable  after  June 13, 2008.  Subject to such conditions,
  Options  will become exercisable by the participants in such amounts and at such
  times as shall be determined by the Committee in each individual grant.  Options
  are  not transferable except by will or by the laws of descent and distribution.
  STOCK  APPRECIATION  RIGHTS.  Except  in the case of death or disability, a
  SAR may not be exercised until six months after the date of grant but thereafter
  may  be  exercised  and will terminate at such time as the Committee determines.
  SARs are exercisable only upon surrender of part or all of the related Option to
  which  they  are  attached.  SARs also terminate upon termination of the related
  Option.  They  may  be  exercised  only  by  participants  while  employed as  a
  consultant by the Company or its subsidiary, under the same terms and conditions
  as  the  Stock  Options  and  like  such  Options,  death or disability  provide
  exceptions.  See  "Stock  Options  "  above.  A  participant  who  terminates
  employment  as  a  consultant  by  reason  of  disability  or  death  within the
  six-month  period  following  the date of grant of a SAR will automatically lose
  the  SAR as well as the related Stock Option.  However, a disabled  participant,
  or  any  other  participant  upon the occurrence of other special circumstances,
  may,  with  the  consent  of  the Committee, exercise a SAR if the disability or
  other  event  causing  termination of employment as  a consultant occurred on or
  after  the six-month period following the date of grant notwithstanding the fact
  that  all installments with respect to such SAR had not accrued as of such date.
  If a participant dies or becomes disabled which causes termination of employment
  as a consultant within the aforesaid six-month waiting period, the Committee may
  permit  the personal representative of such deceased participant or the disabled
  participant to exercise any portion of a SAR previously granted to such deceased
  or  disabled  participant.  Upon  the  exercise of a SAR, the holder is entitled
  (subject  to  the Committee's approval) to receive the excess of the fair market
  value of the shares for which the right is exercised over the option price under
  the  related  Option.
  
       The  Committee  has the authority to determine whether the value of the SAR
  is paid in cash or shares of Common Stock or both and whether or not the SAR may
  be  exercised  by  the  participant.  The Committee may deny the exercise of the
  SAR,  if  in  the  Committee's  opinion,  the  performance by the participant is
  unsatisfactory  or  the  conduct  of the participant has been detrimental to the
  Company  or one of its subsidiaries.  The Committee has no authority to deny the
  exercise  of  the  underlying  Stock  Option pursuant to the terms of the grant.
  
       The  utilization  of SARs will require a charge to the Company's operations
  for  each  year for the appreciation of the rights which are anticipated will be
  exercised.  The  amount  of a charge is dependent upon whether and the extent to
  which  such rights are granted, and the amount, if any, by which the fair market
  value of the Company's Common Stock exceeds the option price provided for in the
  related  Stock  Option.  A similar charge will be made for Stock Options without
  SARs.
  
       ADJUSTMENTS.  The  total  number  of  shares  of the Company's Common Stock
  which  may  be  purchased  through all classes of Options under the Plan and the
  number  of  shares  subject to outstanding Options and the related option prices
  will  be  adjusted in the cases of changes in capital structure resulting from a
  stock  dividend,  recapitalization,  stock split, consolidation, reorganization,
  combination,  liquidation,  stock  dividend  or  similar  transaction,  except a
  dissolution or liquidation of the  Company or a merger or consolidation in which
  the  Company  is  not  the  surviving  or  the  resulting  corporation (except a
  reorganization  which  has  the  effect  of  changing  the  Company's  place  of
  organization)  will  cause  the Plan and any Option or SAR granted thereunder to
  terminate  upon  the  effective date of such dissolution, liquidation, merger or
  consolidation.
  
       TERMINATION  AND AMENDMENT.  The Plan terminates as of midnight on June 13,
  2008, but prior thereto may be altered, changed, modified, amended or terminated
  by  written  amendment  approved  by  the Board of Directors.  Provided, that no
  action  of  the  Committee  may,  without  the  approval  of Board of Directors,
  increase  the  total amount of Common Stock which may be purchased under Options
  granted  under  the  Plan;  withdraw  the  administration  of  the Plan from the
  Committee;  amend  or  alter the option price of Common Stock under the Plan; or
  change  the  manner  of  computing  the  spread  payable  by  the  Company  to a
  participant  upon  the  exercise  of  a  SAR.   No  amendment,  modification  or
  termination  of  the  Plan  shall  in  any  manner  adversely  affect any Option
  theretofore  granted  under  the Plan without the consent of the optionee except
  as  described  under  "Adjustments"  above.
  
       FEDERAL  INCOME  TAX  CONSEQUENCES FOR U.S. CITIZENS AND U.S. RESIDENTS.  A
  participant  receiving  a  Stock Option under the Plan will not be in receipt of
  U.S.  income  under the Code and the applicable Treasury Regulations thereunder,
  upon  the grant of the Option.   However, he will realize income at the time the
  Option is exercised in an amount equal to the excess of the fair market value of
  the  Common  Stock  acquired  on  the  date  of  exercise.  The amount of income
  realized  by  a  participant will be treated as ordinary income, and the Company
  will  be entitled to deduct that same amount.  The tax basis of any Common Stock
  received  by  a  participant will be its fair market value on the exercise date.
  
       The  granting of Stock Options with SARs  will not produce income under the
  Code  and the applicable Treasury Regulations to the participant or and will not
  result  in  a  tax deduction to the Company.   Upon exercise of such rights, any
  cash  a  participant  receives and the fair market value on the exercise date of
  any Common Stock received will be taxable to the participant as ordinary income.
  The  amount  of  income  recognized  by  a participant will be deductible by the
  Company.  The  tax  basis  of any Common Stock received by a participant will be
  its  fair  market  value  on  the  exercise  date.
  ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.
  
       The  document(s) containing the information specified in Part I of Form S-8
  will be sent or given to participants as specified by Rule 428(b)(1) promulgated
  by  the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
  Securities  Act  of 1933 (the "Securities Act").  Such document(s) are not being
  filed with the Commission, but constitute (along with the documents incorporated
  by  reference  into  the  Registration  Statement  pursuant to Item 3 of Part II
  hereof)  a  prospectus  that  meets  the  requirements  of  Section 10(a) of the
  Securities  Act.
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
  
       The  following  documents  previously  or concurrently filed by the Company
  with  the Commission are hereby incorporated by reference into this registration
  statement.
  
  1     Form  10-KSB                      The  Form  10-KSB  for  the  fiscal year
                                          ended December 31, 2004, filed on May 3,
                                          2005,  is  incorporated  herein  by
                                          reference.
  
  3(i)  Articles  of  Incorporation       Articles  of  Incorporation  are
                                          incorporated  herein  by  reference  to
                                          Exhibit  3(i) of Form 10-SB filed by the
                                          Company  on  July  23,  2002
  
  3(ii) Articles  of  Amendment           Articles  of  Amendment  dated  June 17,
                                          2003 is incorporated herein by reference
                                          to  Exhibit  3.1 to the Form 8-K current
                                          report  of the Company filed on June 25,
                                          2003.
  
  3(iv) Bylaws                            Bylaws  of  the Company are incorporated
                                          herein  by reference to Exhibit 3(ii) of
                                          Form  10-SB filed by the Company on July
                                          23,  2002.
  
       All  of the above documents and documents subsequently filed by the Company
  with  the  Commission  pursuant  to  Sections  13(a),  13(c), 14 or 15(d) of the
  Exchange  Act, 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 incorporated by reference into
  this  Form  S-8 Registration Statement and to be a part thereof from the date of
  the  filing  of  such  documents.  Any  statement  contained  in  the  documents
  incorporated, or deemed to be incorporated, by reference herein or therein shall
  be  deemed  to  be  modified  or  superseded  for  purposes  of  this  Form  S-8
  Registration  Statement  and  the  prospectus  which  is  a  part  hereof  (the
  "Prospectus")  to  the extent that a statement contained herein or therein or in
  any  other  subsequently  filed  document  which  also  is,  or is deemed to be,
  incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
  statement.   Any  such  statement so modified or superseded shall not be deemed,
  except  as  so  modified  or  superseded,  to constitute a part of this Form S-8
  Registration  Statement  and  the  Prospectus.
  
       All  documents  incorporated  by reference herein will be made available to
  all participants without charge, upon written or oral request.   Other documents
  required  to  be  delivered to participants pursuant to Rule 428(b)(1) under the
  Securities  Act  of 1933 are also available without charge, upon written or oral
  request.  All  requests  for  documents  shall  be  directed  to:
  
                              Marc Ebersole, President
                           National Parking Systems, Inc.
                          200 Hannover Park Road, Suite 120
                                  Atlanta, GA 30350
                                    905.842.5515
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
       Not  applicable.
  
  ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
  
       Not  applicable.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The Company is a Nevada corporation.  Title 7, Chapter 78.138 of the Nevada
  Corporation  Law  provides  authority  for  broad  indemnification  of officers,
  directors,  employees  and  agents  of  a  corporation,  with  certain specified
  exceptions.
  Section  2.17  of the ByLaws of the Company provides that the Company shall
  have  the power to pay or reimburse any present or former director or officer of
  the  Company  any  costs  or  expenses actually and necessarily incurred by that
  officer  in any action, suit, or proceeding to which the officer is made a party
  by  reason  of  holding  that position, provided, however, that no officer shall
  receive  such  indemnification  if  finally adjudicated therein to be liable for
  negligence  or  misconduct  in  office.  This  indemnification  shall  extend to
  good-faith  expenditures  incurred  in  anticipation  of  threatened or proposed
  litigation.  The  Board  of  Directors  may  in  proper  cases,  extend  the
  indemnification  to cover the good-faith settlement of any such action, suite or
  proceeding,  whether  formally  instituted  or  not.
  
       At  the  present  time,  the  Company  does  not  have any officer-director
  liability  insurance although permitted by Nevada law and by Section 2.18 of the
  ByLaws,  nor  does  the  Company have indemnification agreements with any of its
  directors,  officers,  employees  or  agents.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  Applicable.
  
  ITEM  8.     EXHIBITS
  
       5.1      Opinion  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
       10.1     2005  Stock  Option,  SAR  and  Stock  Bonus  Consultant  Plan
  
       23.1     Consent  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
       23.2     Consent  of  Meyler  &  Company,  LLC
  
       In  addition,  see  the  Exhibit Index following the signature page in this
  Registration Statement, which Exhibit Index is incorporated herein by reference.
  
  ITEM  9.     UNDERTAKINGS
  
  (a)  The  undersigned  Company  hereby  undertakes:
  
       (1)  To  file, during any period in which offers or sales are being made, a
            post-effective amendment to the Registration Statement to: (i) include
            any  prospectus  required  by  Section 10(a)(3) of the Securities Act;
            (ii)  reflect  in the prospectus any facts or events arising after the
            effective date of the Registration Statement which, individually or in
            the  aggregate,  represent a fundamental change in the information set
            forth  in  the  Registration  Statement;  and  notwithstanding  the
            foregoing,  any  increase  or decrease in volume of securities offered
            (if the total dollar value of securities offered would not exceed that
            which  was  registered)  and any deviation from the low or high end of
            the  estimated maximum offering range may be selected in the form of a
            prospectus  filed  with  the Commission pursuant to Rule 424(b) if, in
            the  aggregate, the changes in volume and price represent no more than
            a  20 percent change in the maximum aggregate offering price set forth
            in  the  "Calculation  of  Registration"  table  in  the  effective
            registration  statement;  and  (iii)  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 provisions (i)
            and (ii) of this undertaking are inapplicable if the information to be
            filed thereunder is contained in periodic reports filed by the Company
            pursuant  to  the Exchange Act that are incorporated by reference into
            the  Registration  Statement;
  (2)  That,  for  the  purpose  of  determining  any  liability  under  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 post-effective amendment any
            of  the  securities  being  registered  which  remain  unsold  at  the
            termination  of  the  offering.
  
  (b)  Insofar as indemnification for liabilities arising under the Securities Act
       may  be  permitted  to  directors, officers, and controlling persons of the
       Company pursuant to the foregoing provisions, or otherwise, the Company 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  director,  officer or controlling
       person  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 Company 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.
  
  (c)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
       liability  under  the  Securities  Act, each filing of the Company's annual
       report  pursuant  to Section 13(a) or 15(d) of the Exchange Act (and, where
       applicable,  each  filing  of  an  employee  benefit  plan's  annual report
       pursuant  to  Section  15(d)  of  the Exchange Act) that is incorporated by
       reference  in  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.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant has duly
  caused  this  Registration  Statement  to  be  signed  on  its  behalf  by  the
  undersigned,  thereunto duly authorized, in the City of Atlanta, GA, on June 14,
  2005.
  
                              National  Parking  Systems,  Inc
  
                        By:     /s/  Marc  Ebersole,  President
                               --------------------------------------
                               Marc  Ebersole
                               President  and  sole  director
  NATIONAL PARKING SYSTEMS, INC.
                                    EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  
  EXHIBIT  NO.    DESCRIPTION
  -----------     -----------
  
  5.1             Opinion  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
  10.1            2005  Stock  Option,  SAR  and  Stock  Bonus  Consultant  Plan
  
  23.1            Consent  of  Stephen  A.  Zrenda,  Jr.,  P.C.
  
  23.2            Consent  of  Meyler  &  Company,  LLC