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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                       AMERICAN ARTISTS FILM CORPORATION
             (Exact name of registrant as specified in its charter)

             Missouri                                    43-1717111
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)

                            1245 Fowler Street, N.W.
                               Atlanta, GA 30318

      American Artists Film Corporation 1996 Stock Option Plan, as Amended
                            (Full Title of the Plan)

           Eric Van Atta, 1245 Fowler Street, N.W., Atlanta, GA 30318
                    (Name and address of agent for service)



                          Copies of Communications to:

                                 Eric Van Atta
                            1245 Fowler Street, N.W.
                               Atlanta, GA 30318
                                 (404) 874-7373


                        CALCULATION OF REGISTRATION FEE

                       1996 Stock Option Plan, as amended


<TABLE>
<CAPTION>
                                             Proposed            Proposed
    Title of                                 Maximum              Maximum
   Securities         Amount To Be        Offering Price         Aggregate          Amount of
To Be Registered     Registered (1)        Per Share (2)          Offering          Registration
                                                                 Price (2)           Fee (2)
<S>                  <C>                  <C>                <C>                 <C>
Common Stock,
$0.001 per share       1)      98,189(A)    1) $1.45        1)  $142,374       1)     $43.14
                       2)      39,569(A)    2) $2.56        2)  $101,297       2)     $30.70
                       3)      31,241(A)    3) $3.00        3)   $93,723       3)     $28.40
                       4)     146,052(B)    4) $3.75        4)  $547,695       4)    $165.97
                       5)   2,500,000(B)    5) $2.00        5)$5,000,000       5)  $1,515.15
</TABLE>

                              (A) Class B common stock
                              (B) Class A common stock
<PAGE>
 
(1)      [This Registration Statement also covers such indeterminable additional
number of shares as may be issuable under the Plan by reason of adjustments in
the number of shares covered thereby as described in the Registration
Statement.]

(2)      Pursuant to Rule 457(h), the proposed Maximum Offering Price per share
and the proposed Maximum Aggregate Offering Price for 2,500,000 of the shares
are estimated solely for purposes of calculating the registration fee and is
based upon the closing price of the Company's Common Stock of $2.00 per share on
the electronic bulletin board on June 23, 1998.



Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

  The Company's  Annual Report on Form 10-KSB for the year ended July 31, 1997,
which has been filed by the Company with the Commission as well as the Company
Quarterly Reports on Form 10-QSB for the quarters ended October 31, 1997,
January 31, 1998, and April 30, 1998, are incorporated  herein  by  reference.
All  other  reports  filed by the  Company pursuant to Section  13(a) or 15(d)
of the  Securities  Exchange Act of 1934, as amended  (the  "Exchange  Act")
since the end of the fiscal year  covered by the foregoing Annual Report on Form
10-KSB are incorporated  herein by reference.  All other reports or documents
filed by the Company  pursuant to the requirements of Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this  Registration
Statement and prior to the termination of the offering of the securities
offered hereby shall be deemed to be  incorporated  by reference herein  and to
be a part  hereof  from the date of  filing  of such  reports  or documents.
Any  statements  contained  in a  document  incorporated  herein  by reference
shall be deemed to be modified  or  superseded  for  purposes of this Prospectus
to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which also is  incorporated  herein  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
Registration Statement.

  The  description  of the  Company's  Class A and Class B Common  Stock,  the
class of securities offered pursuant to this Registration Statement, is
contained in the Company's  Registration  Statement, on Form S-4 (File No.
333-4159), filed on May 21, 1996, and is incorporated herein by reference.

Item 4.  Description of Securities

  The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

  Not applicable.

Item 6.  Indemnification of Directors and Officers

                                      -2-
<PAGE>
 
  The Company's Restated Certificate of Incorporation provides that the Company
shall have the power, without further action by the shareholders of the Company,
to give any further indemnity in addition to the indemnity authorized or
contemplated under the Bylaws of this Company to any person who is or was a
director, officer, employee, or agent, or to any person who is or was serving at
the request of the Company as a director, officer, employee, or agent of another
company, partnership, joint venture, trust, or other enterprise or to enter into
agreements with any of such persons providing such rights of indemnification as
the Company may deem appropriate; provided that no such indemnity shall
indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct.

  Pursuant to the Company's bylaws, as amended, the Company shall 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 (other than an action by or in the
right of this Company) by reason of the fact that (i) such person is or was a
director, officer, employee, or agent of this Company, or (ii) is or was serving
at the request of this Company as a director, officer, employee, partner,
trustee, or agent of another company, partnership, joint venture, trust, or
other enterprise, or (iii) is or was, at the request of the Company, a guarantor
of any debts of the Company, against expenses (including attorneys' fees),
judgment, fines, taxes, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of this Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful.  The Company shall 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 this Company to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee, or agent of this Company, or is or was serving at
the request of this Company as a director, officer, employee, partner, trustee,
or agent of another company, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit, if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of this Company and except that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of such person's duty to this Company unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person if fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.  Any
indemnification thereunder (unless ordered by a court) shall be made by this
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, partner, trustee, or agent
is proper in the circumstances because he has met the applicable standard of
conduct.  Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the shareholders.  Expenses
incurred in defending any actual or threatened civil or criminal action, suit,
or proceeding may also be paid by the Company in advance of the final
disposition of such action, suit, or proceeding as authorized by the Board of
Directors.

Item 7.  Exemption from Registration Claimed

  Not applicable.

Item 8.  Exhibits

  Reference is made to the Exhibit Index.

                                      -3-
<PAGE>
 
Item 9.  Undertakings

  (1) The undersigned registrant hereby undertakes:

     (a) 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,
     represents a  fundamental  change in the  information  set forth in the
     registration statement;

       (iii) To include any  material  information  with  respect to the plan of
     distribution  not  previously  disclosed in the  registration statement  or
     any  material   change  to  such   information  in  the registration
     statement;  provided, however, that paragraphs (1)(i) and (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 by the  registrant  pursuant to Section 13 or Section  15  (d)  of
     Securities   Exchange  Act  of  1934  that  are incorporated by reference
     in the  registration  statement.

     (b)  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.

     (c)  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.

  (2) 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.

  (3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing  provisions  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 a claim for indemnification
against such  liabilities (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or 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.

                                      -4-
<PAGE>
 
                                  SIGNATURES

  Pursuant to the requirements of the  Securities Act of 1933, the Company
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 Atlanta, State of Georgia, on the 26th day of June,
1998.

                              AMERICAN ARTISTS FILM CORPORATION


                             By /s/ Steven D. Brown
                                    ------------------------------------------
                                    Steven D. Brown, Chairman of the Board and
                                    Chief Executive Officer


                              POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below constitutes and appoints Steven Brown and Eric Van Atta, and each of them,
his or her true and lawful  attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and  confirming  all that said attorney-in-fact and
agent, or his or her  substitute, may lawfully do or cause to be done by virtue
hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on June 26, 1998, by the following persons in
the capacities indicated.



/s/ Rex Hauck                Director and Co-President        June 26, 1998
-------------------------                                 
Rex Hauck


/s/ Vivian W. Jones          Director and Co-President        June 26, 1998
--------------------------                                 
Vivian W. Jones

                                                             
/s/ Robert A. Martinez       Vice President/Finance, Chief    June 26, 1998  
--------------------------   Financial Officer and Treasurer 
Robert A. Martinez


/s/ John W. Boyd             Director                         June 26, 1998
--------------------------                           
John W. Boyd


/s/ Malcolm C. Davenport, V  Director                         June 26, 1998
---------------------------                           
Malcolm C. Davenport, V

                                      -5-
<PAGE>
 
/s/ Dan W. Holloway          Director                         June 26, 1998
---------------------------
Dan W. Holloway


/s/ Norman J. Hoskin         Director                         June 26, 1998
---------------------------                           
Norman J. Hoskin


/s/ Ben E. Noble             Director                         June 26, 1998
---------------------------                           
Ben E. Noble


/s/ Glen C. Warren           Director                         June 26, 1998
---------------------------                           
Glen C. Warren

                                      -6-
<PAGE>
 
                              EXHIBIT INDEX

  The following exhibits are filed as a part of the Registration Statement:


  Exhibit 4           American Artists Film Corporation 1996 Stock Option
                      Plan, as amended

  Exhibit 5           Opinion Sims Moss Kline & Davis LLP

  Exhibit 23.1        Consent of BDO Seidman, LLP

  Exhibit 23.2        Consent of Sims Moss Kline & Davis LLP-included
                      in Exhibit 5

  Exhibit 24          Power of Attorney - included on the signature page hereof

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18264}]
{"company-data": {"conformed-name": "AMERICAN ARTISTS FILM CORP/MO/", "cik": "0001001593", "assigned-sic": "7819", "irs-number": "431717111", "state-of-incorporation": "MO", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57901", "film-number": "98655484"}, "business-address": {"street1": "1245 FOWLER ST NW", "city": "ATLANTA", "state": "GA", "zip": "30318", "phone": "4048767373"}, "mail-address": {"street1": "1245 FOWLER ST NW", "city": "ATLANTA", "state": "GA", "zip": "30318"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                       AMERICAN ARTISTS FILM CORPORATION
             (Exact name of registrant as specified in its charter)

             Missouri                                    43-1717111
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)

                            1245 Fowler Street, N.W.
                               Atlanta, GA 30318

      American Artists Film Corporation 1996 Stock Option Plan, as Amended
                            (Full Title of the Plan)

           Eric Van Atta, 1245 Fowler Street, N.W., Atlanta, GA 30318
                    (Name and address of agent for service)

                          Copies of Communications to:

                                 Eric Van Atta
                            1245 Fowler Street, N.W.
                               Atlanta, GA 30318
                                 (404) 874-7373

                        CALCULATION OF REGISTRATION FEE

                       1996 Stock Option Plan, as amended
Proposed            Proposed
    Title of                                 Maximum              Maximum
   Securities         Amount To Be        Offering Price         Aggregate          Amount of
To Be Registered     Registered (1)        Per Share (2)          Offering          Registration
                                                                 Price (2)           Fee (2)
Common Stock,
$0.001 per share       1)      98,189(A)    1) $1.45        1)  $142,374       1)     $43.14
                       2)      39,569(A)    2) $2.56        2)  $101,297       2)     $30.70
                       3)      31,241(A)    3) $3.00        3)   $93,723       3)     $28.40
                       4)     146,052(B)    4) $3.75        4)  $547,695       4)    $165.97
                       5)   2,500,000(B)    5) $2.00        5)$5,000,000       5)  $1,515.15
(A) Class B common stock
                              (B) Class A common stock
(1)      [This Registration Statement also covers such indeterminable additional
number of shares as may be issuable under the Plan by reason of adjustments in
the number of shares covered thereby as described in the Registration
Statement.]

(2)      Pursuant to Rule 457(h), the proposed Maximum Offering Price per share
and the proposed Maximum Aggregate Offering Price for 2,500,000 of the shares
are estimated solely for purposes of calculating the registration fee and is
based upon the closing price of the Company's Common Stock of $2.00 per share on
the electronic bulletin board on June 23, 1998.

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

  The Company's  Annual Report on Form 10-KSB for the year ended July 31, 1997,
which has been filed by the Company with the Commission as well as the Company
Quarterly Reports on Form 10-QSB for the quarters ended October 31, 1997,
January 31, 1998, and April 30, 1998, are incorporated  herein  by  reference.
All  other  reports  filed by the  Company pursuant to Section  13(a) or 15(d)
of the  Securities  Exchange Act of 1934, as amended  (the  "Exchange  Act")
since the end of the fiscal year  covered by the foregoing Annual Report on Form
10-KSB are incorporated  herein by reference.  All other reports or documents
filed by the Company  pursuant to the requirements of Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this  Registration
Statement and prior to the termination of the offering of the securities
offered hereby shall be deemed to be  incorporated  by reference herein  and to
be a part  hereof  from the date of  filing  of such  reports  or documents.
Any  statements  contained  in a  document  incorporated  herein  by reference
shall be deemed to be modified  or  superseded  for  purposes of this Prospectus
to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which also is  incorporated  herein  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
Registration Statement.

  The  description  of the  Company's  Class A and Class B Common  Stock,  the
class of securities offered pursuant to this Registration Statement, is
contained in the Company's  Registration  Statement, on Form S-4 (File No.
333-4159), filed on May 21, 1996, and is incorporated herein by reference.

Item 4.  Description of Securities

  The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

  Not applicable.

Item 6.  Indemnification of Directors and Officers

                                      -2-
The Company's Restated Certificate of Incorporation provides that the Company
shall have the power, without further action by the shareholders of the Company,
to give any further indemnity in addition to the indemnity authorized or
contemplated under the Bylaws of this Company to any person who is or was a
director, officer, employee, or agent, or to any person who is or was serving at
the request of the Company as a director, officer, employee, or agent of another
company, partnership, joint venture, trust, or other enterprise or to enter into
agreements with any of such persons providing such rights of indemnification as
the Company may deem appropriate; provided that no such indemnity shall
indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct.

  Pursuant to the Company's bylaws, as amended, the Company shall 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 (other than an action by or in the
right of this Company) by reason of the fact that (i) such person is or was a
director, officer, employee, or agent of this Company, or (ii) is or was serving
at the request of this Company as a director, officer, employee, partner,
trustee, or agent of another company, partnership, joint venture, trust, or
other enterprise, or (iii) is or was, at the request of the Company, a guarantor
of any debts of the Company, against expenses (including attorneys' fees),
judgment, fines, taxes, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of this Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful.  The Company shall 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 this Company to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee, or agent of this Company, or is or was serving at
the request of this Company as a director, officer, employee, partner, trustee,
or agent of another company, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit, if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of this Company and except that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of such person's duty to this Company unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person if fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.  Any
indemnification thereunder (unless ordered by a court) shall be made by this
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, partner, trustee, or agent
is proper in the circumstances because he has met the applicable standard of
conduct.  Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the shareholders.  Expenses
incurred in defending any actual or threatened civil or criminal action, suit,
or proceeding may also be paid by the Company in advance of the final
disposition of such action, suit, or proceeding as authorized by the Board of
Directors.

Item 7.  Exemption from Registration Claimed

  Not applicable.

Item 8.  Exhibits

  Reference is made to the Exhibit Index.

                                      -3-
Item 9.  Undertakings

  (1) The undersigned registrant hereby undertakes:

     (a) 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,
     represents a  fundamental  change in the  information  set forth in the
     registration statement;

       (iii) To include any  material  information  with  respect to the plan of
     distribution  not  previously  disclosed in the  registration statement  or
     any  material   change  to  such   information  in  the registration
     statement;  provided, however, that paragraphs (1)(i) and (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 by the  registrant  pursuant to Section 13 or Section  15  (d)  of
     Securities   Exchange  Act  of  1934  that  are incorporated by reference
     in the  registration  statement.

     (b)  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.

     (c)  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.

  (2) 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.

  (3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing  provisions  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 a claim for indemnification
against such  liabilities (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or 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.

                                      -4-
SIGNATURES

  Pursuant to the requirements of the  Securities Act of 1933, the Company
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 Atlanta, State of Georgia, on the 26th day of June,
1998.

                              AMERICAN ARTISTS FILM CORPORATION

                             By /s/ Steven D. Brown
                                    ------------------------------------------
                                    Steven D. Brown, Chairman of the Board and
                                    Chief Executive Officer

                              POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below constitutes and appoints Steven Brown and Eric Van Atta, and each of them,
his or her true and lawful  attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and  confirming  all that said attorney-in-fact and
agent, or his or her  substitute, may lawfully do or cause to be done by virtue
hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on June 26, 1998, by the following persons in
the capacities indicated.

/s/ Rex Hauck                Director and Co-President        June 26, 1998
-------------------------                                 
Rex Hauck

/s/ Vivian W. Jones          Director and Co-President        June 26, 1998
--------------------------                                 
Vivian W. Jones

                                                             
/s/ Robert A. Martinez       Vice President/Finance, Chief    June 26, 1998  
--------------------------   Financial Officer and Treasurer 
Robert A. Martinez

/s/ John W. Boyd             Director                         June 26, 1998
--------------------------                           
John W. Boyd

/s/ Malcolm C. Davenport, V  Director                         June 26, 1998
---------------------------                           
Malcolm C. Davenport, V

                                      -5-
/s/ Dan W. Holloway          Director                         June 26, 1998
---------------------------
Dan W. Holloway

/s/ Norman J. Hoskin         Director                         June 26, 1998
---------------------------                           
Norman J. Hoskin

/s/ Ben E. Noble             Director                         June 26, 1998
---------------------------                           
Ben E. Noble

/s/ Glen C. Warren           Director                         June 26, 1998
---------------------------                           
Glen C. Warren

                                      -6-
EXHIBIT INDEX

  The following exhibits are filed as a part of the Registration Statement:

  Exhibit 4           American Artists Film Corporation 1996 Stock Option
                      Plan, as amended

  Exhibit 5           Opinion Sims Moss Kline & Davis LLP

  Exhibit 23.1        Consent of BDO Seidman, LLP

  Exhibit 23.2        Consent of Sims Moss Kline & Davis LLP-included
                      in Exhibit 5

  Exhibit 24          Power of Attorney - included on the signature page hereof

                                      -7-