<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                   BAOA, INC.

               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<CAPTION>
           CALIFORNIA                        7389                       33-0563989
<S>                               <C>                              <C>
  (STATE OR OTHER JURISDICTION    (PRIMARY STANDARD INDUSTRIAL         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)  CLASSIFICATION CODE NUMBER)     IDENTIFICATION NUMBER)

</TABLE>

                                 PETER VAN BRUNT
                                    PRESIDENT

555 WHITEHALL STREET                                      CHARLES SMITH, ESQ.
ATLANTA, GA  30303                                        1015 N. LAKE AVENUE
(404) 222-0760                                            SUITE 109
                                                          PASADENA, CA 91104
                                                          (626) 2961771

(ADDRESS AND TELEPHONE NUMBER OF                   (NAME, ADDRESS AND TELEPHONE
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)           NUMBER OF AGENT FOR SERVICE)

                              2000 STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)

                        COPIES OF ALL COMMUNICATIONS TO:

                            MARCUS A. SANDERS, ESQ.,
                      542 62ND STREET, OAKLAND, CA. 94609,
                               TEL. (510) 601-9617

<TABLE>
<CAPTION>
Title of each class                     Proposed maximum     Proposed maximum
of securities to be    Amount to be    offering price per   aggregate offering       Amount of
    registered        Registered (1)        share (2)           price (2)        Registration Fee (2)
    ----------        --------------        ---------           ---------        --------------------
<S>                   <C>              <C>                  <C>                  <C>
Common stock,
 no par value           10,000,000           $ 0.075           $ 750,000.00            $198.00
</TABLE>

(1) INCLUDES AN INDETERMINATE NUMBER OF ADDITIONAL SHARES THAT MAY BE ISSUED
PURSUANT TO THE ABOVE EMPLOYEE BENEFIT PLAN AS A RESULT OF ANY FUTURE STOCK
SPLIT, STOCK DIVIDEND OR SIMILAR ADJUSTMENT.

(2) ESTIMATED PURSUANT TO RULE 457(c) SOLELY FOR PURPOSE OF CALCULATING THE
AMOUNT OF THE REGISTRATION FEE, BASED UPON THE AVERAGE OF THE BID AND ASK PRICES
REPORTED ON JUNE 6, 2000, AS REPORTED ON THE OTC BULLETIN BOARD.


<PAGE>   2

                                     PART I.

                INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS

        The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Section 13 (a), 13 (c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

        (a) The Registrant's latest Annual Report on Form 10-SB.

        (b) All other reports filed by Registrant pursuant to Sections 13 (a) or
15 (a) of the Exchange Act since the end of the fiscal year covered by the
above-referenced Annual Report.

                       ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.


                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the securities that may be offered under the BAOA Stock
Award Plan (the "Plan") will be passed upon for BAOA by Marcus A. Sanders,
Attorney at Law 542 62nd Street, Oakland, CA. 94609. Mr. Marcus A. Sanders, who
has provided advice with respect to this matter, owns an aggregate of 1,000,000
shares of BAOA preferred stock that are convertible into common stock.

               ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

        Article VI of BAOA's Bylaws authorizes BAOA to indemnify any current or
former director, officer, employee, or agent of BAOA, or a person serving in a
similar post in another organization at the request of BAOA, against expenses,
judgments, fines, and amounts paid in settlement incurred by him in connection
with any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, to the fullest extent not
prohibited by the California Corporation's Code, public policy or other
applicable law. Section 317 of the California Corporation's Code authorizes a
corporation to indemnify its directors, officers, employees, or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including provisions permitting advances for expenses incurred)
arising under the 1933 Act.



                                       2
<PAGE>   3

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.


Item 8. EXHIBITS.

        The Exhibits to this registration statement are listed in the Index to
Exhibits on page 4.


Item 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers and sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information 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.

        (4) 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.

        (5) Insofar as indemnification for liabilities 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 Act and will be governed by the final adjudication of
such issue.



                                       3
<PAGE>   4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on June 8, 2000.

                                   BAOA, Inc.

                                   By:  /S/ PETER VAN BRUNT
                                   Peter Van Brunt
                                   President and Principal Accounting Officer
                                   (Principal Financial Officer and Principal
                                   Accounting Officer)
                                   (Duly Authorized Officer)

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on June 8, 2000.


<TABLE>
<CAPTION>
     Signature                                    Title                                Date
     ---------                                    -----                                ----
<S>                                    <C>                                          <C>
/S/  Peter Van Brunt                   Chairman of the Board of Directors           June 8, 2000
------------------------------------   and Chief Executive Officer
Peter Van Brunt                        (Principal Executive Officer)
</TABLE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number         Description
------         -----------
<S>            <C>
   1           Opinion of Counsel regarding legality

   2           Consent of Independent Public Accountants

   3           Consent of Counsel (included in Exhibit 1)

   4           2000 Stock Award Plan
</TABLE>



                                       4
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{"company-data": {"conformed-name": "BAOA INC", "cik": "0000923771", "assigned-sic": "3944", "irs-number": "330563989", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39192", "film-number": "654342"}, "business-address": {"street1": "2635 CAMINO DEL RIO SOUTH", "street2": "SUITE 210", "city": "SAN DIEGO", "state": "CA", "zip": "92108", "phone": "6192912262"}, "mail-address": {"street1": "1011 CAMINO DEL RIO S", "street2": "STE 520", "city": "SAN DIEGO", "state": "CA", "zip": "92108"}}
1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   BAOA, INC.

               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
CALIFORNIA                        7389                       33-0563989
(STATE OR OTHER JURISDICTION    (PRIMARY STANDARD INDUSTRIAL         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)  CLASSIFICATION CODE NUMBER)     IDENTIFICATION NUMBER)
PETER VAN BRUNT
                                    PRESIDENT

555 WHITEHALL STREET                                      CHARLES SMITH, ESQ.
ATLANTA, GA  30303                                        1015 N. LAKE AVENUE
(404) 222-0760                                            SUITE 109
                                                          PASADENA, CA 91104
                                                          (626) 2961771

(ADDRESS AND TELEPHONE NUMBER OF                   (NAME, ADDRESS AND TELEPHONE
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)           NUMBER OF AGENT FOR SERVICE)

                              2000 STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)

                        COPIES OF ALL COMMUNICATIONS TO:

                            MARCUS A. SANDERS, ESQ.,
                      542 62ND STREET, OAKLAND, CA. 94609,
                               TEL. (510) 601-9617
Title of each class                     Proposed maximum     Proposed maximum
of securities to be    Amount to be    offering price per   aggregate offering       Amount of
    registered        Registered (1)        share (2)           price (2)        Registration Fee (2)
    ----------        --------------        ---------           ---------        --------------------
Common stock,
 no par value           10,000,000           $ 0.075           $ 750,000.00            $198.00
(1) INCLUDES AN INDETERMINATE NUMBER OF ADDITIONAL SHARES THAT MAY BE ISSUED
PURSUANT TO THE ABOVE EMPLOYEE BENEFIT PLAN AS A RESULT OF ANY FUTURE STOCK
SPLIT, STOCK DIVIDEND OR SIMILAR ADJUSTMENT.

(2) ESTIMATED PURSUANT TO RULE 457(c) SOLELY FOR PURPOSE OF CALCULATING THE
AMOUNT OF THE REGISTRATION FEE, BASED UPON THE AVERAGE OF THE BID AND ASK PRICES
REPORTED ON JUNE 6, 2000, AS REPORTED ON THE OTC BULLETIN BOARD.
2

                                     PART I.

                INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS

        The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Section 13 (a), 13 (c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

        (a) The Registrant's latest Annual Report on Form 10-SB.

        (b) All other reports filed by Registrant pursuant to Sections 13 (a) or
15 (a) of the Exchange Act since the end of the fiscal year covered by the
above-referenced Annual Report.

                       ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the securities that may be offered under the BAOA Stock
Award Plan (the "Plan") will be passed upon for BAOA by Marcus A. Sanders,
Attorney at Law 542 62nd Street, Oakland, CA. 94609. Mr. Marcus A. Sanders, who
has provided advice with respect to this matter, owns an aggregate of 1,000,000
shares of BAOA preferred stock that are convertible into common stock.

               ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

        Article VI of BAOA's Bylaws authorizes BAOA to indemnify any current or
former director, officer, employee, or agent of BAOA, or a person serving in a
similar post in another organization at the request of BAOA, against expenses,
judgments, fines, and amounts paid in settlement incurred by him in connection
with any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, to the fullest extent not
prohibited by the California Corporation's Code, public policy or other
applicable law. Section 317 of the California Corporation's Code authorizes a
corporation to indemnify its directors, officers, employees, or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including provisions permitting advances for expenses incurred)
arising under the 1933 Act.

                                       2
3

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

Item 8. EXHIBITS.

        The Exhibits to this registration statement are listed in the Index to
Exhibits on page 4.

Item 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers and sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information 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.

        (4) 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.

        (5) Insofar as indemnification for liabilities 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 Act and will be governed by the final adjudication of
such issue.

                                       3
4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on June 8, 2000.

                                   BAOA, Inc.

                                   By:  /S/ PETER VAN BRUNT
                                   Peter Van Brunt
                                   President and Principal Accounting Officer
                                   (Principal Financial Officer and Principal
                                   Accounting Officer)
                                   (Duly Authorized Officer)

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on June 8, 2000.
Signature                                    Title                                Date
     ---------                                    -----                                ----
/S/  Peter Van Brunt                   Chairman of the Board of Directors           June 8, 2000
------------------------------------   and Chief Executive Officer
Peter Van Brunt                        (Principal Executive Officer)
INDEX TO EXHIBITS
Exhibit
Number         Description
------         -----------
1           Opinion of Counsel regarding legality

   2           Consent of Independent Public Accountants

   3           Consent of Counsel (included in Exhibit 1)

   4           2000 Stock Award Plan
4