UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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


                           GATLIN HOLDINGS, INC.
                           ---------------------
       (Exact name of Registrant as specified in its charter)

                            SALEOUTLET.COM, INC.
                            --------------------
                        (Former name of Registrant)

    Nevada                                              88-0399260
    ------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                             350 East Michigan Ave.
                                 Suite 410
                       Kalamazoo, Michigan  49007-3800
                       -------------------------------
         (Address of Principal Executive Offices including zip code)

                     Compensation and Consulting Agreements
                     --------------------------------------
                           (Full name of the plans)

                            L. Van Stillman, Esq.
                     Law Office of L. Van Stillman, PA
                     1177 George Bush Blvd., Suite 308
                        Delray Beach, Florida  33487
                        ----------------------------
                   (Name and address of agent for service)

                               (561) 330-9903
                               --------------
      (Telephone number, including area code, of agent for service)

   Approximate Date of Commencement of Proposed Sales under the Plan:

As soon as practicable after this Registration Statement becomes effective

                         Total Number of Pages:  8
                                                 -

           Exhibit Index begins on sequentially numbered page:  8
                                                                -



<PAGE>                              -1-



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of                        Proposed          Proposed
Securities      Maximum Amount  Maximum           Amount of
to be           to be           Offering          Aggregate        Registration
Registered      Registered      Price per Share   Offering Price   Fee
<S>             <C>             <C>               <C>              <C>

$.001 par       500,000         $1.00[1]          $500,000         $125.00

____________________


</TABLE>


[1]  Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration fee based
upon the average of the bid and asked price of the Registrant's Common Stock
as of March 16, 2001) : 500,000 shares with a value of $1.00 per share.



<PAGE>                              -2-



                                PART I

        INFORMATION REQUIRED BY THE REGISTRATION STATEMENT

Item 1.	Plan Information.

	Gatlin Holdings, Inc. has previously entered into agreements with
third party consultants, officers, directors and attorneys for the
issuance of our common stock in exchange for services these
individuals provided.  In consideration for increasing the scope of
the continuing services rendered and to be rendered to the Company
until such time as we generate sufficient cash flow from operations,
and in order to compensate our consultants, officers, directors and
attorneys, we prepared this Form S-8 registration statement to provide
for the issuance of shares, as described below.

	We have agreed to issue 500,000 shares for corporate consulting
and legal services to us as well as for the payment of compensation to
certain officers and directors.

Item 2.	Registrant Information and Employee Plan Annual Information.

	We shall provide consultants, officers, directors and attorneys,
without charge upon their written or oral request the documents
incorporated by reference herein in Item 3 of Part II of this
Registration Statement.  We shall also provide the consultants and
attorneys, without charge, upon their written or oral request, with
all other documents required to be delivered to them pursuant to Rule
428(b) under the Act.  Any and all such requests shall be directed to
us at our place of business as reflected in this Registration
Statement.

                                PART II

           INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents are incorporated by reference into this
Registration Statement and made a part hereof:

     (A)     Registrant's Form 10-SB/12G as filed with SEC on July 1, 1999
             and amended on August 13, 1999 and August 25, 1999.
     (B)     Registrant's Form 10-KSB filed for the year ended December 31,
             1999 on April 28, 2000.
     (C)     Registrant's Forms 10-QSB's filed May 18, 2000, August 11, 2000
             and November 11, 2000.
     (D)     Registrant's Current Report on Form 8-K/A dated February 2,
             2001 and filed March 16, 2001.
     (E)     All other reports which may be filed by the Registrant
             pursuant to


<PAGE>                              -3-



             Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the
             end of the fiscal year covered by Registrant's Form 10-KSB for
             the year ended December 31, 1999, prior to the filing of a post
             effective amendment to this Registration Statement which
             indicates that all securities offered have been sold or which
             deregisters all securities then remaining unsold.

(E)      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.	Description of Securities.

	We are registering up to 500,000 shares of our common stock, par
value of $0.001 per share. Each holder of our common stock is entitled
to one vote per share of common stock standing in such holder's name
on our records on each matter submitted to a vote of our stockholders,
except as otherwise required by law. Holders of our common stock do
not have cumulative voting rights so that the holders of more than 50%
of the combined shares of our common stock voting for the election of
directors may elect all of the directors if they choose to do so and,
in that event, the holders of the remaining shares of our common stock
will not be able to elect any members to our board of directors.
Holders of our common stock are entitled to equal dividends and
distributions, per share, when, as and if declared by our board of
directors from funds legally available. Holders of our common stock do
not have pre-emptive rights to subscribe for any of our securities nor
are any shares of our common stock redeemable or convertible into any
of our other securities. If we liquidate, dissolve or wind up our
business or affairs, our assets will be divided up pro-rata on a
share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.

Item 5.	Interests of Named Experts and Counsel.

	None.

Item 6.	Indemnification of Officers and Directors.

	Under the Nevada Business Associations Act (the "Business Association
Act") Title 7, Chapter 78, directors of the Company will be liable to the
Company or its shareholders for (a) the amount of a financial benefit received
by the director to which the director is not entitled; (b) an intentional
infliction of harm on the Company or its shareholders; (c) certain unlawful
distributions to shareholders; and (d) an intentional violation of criminal
law. These provisions do not limit or eliminate the rights of the Company
or any shareholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.




<PAGE>                              -4-



        The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators,
and executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which he or she may be
made a party by reason of the fact that he or she is or was a director or
officer of the Company, to the full extent permitted by the laws of the state
of Nevada now existing or as such laws may hereafter be amended. The expenses
of officers and directors incurred in defending a civil or criminal action,
suit, or proceeding shall be paid by the Company as they are incurred and in
advance of the final disposition of the action, suit, or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the Company.

        The Company may, at the discretion of the board of directors,
indemnify any person who is or was a party or is threatened to be made party
to any threatened, pending, or completed action or suit by or in the right of
the Company to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company,
or 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, against expenses, including attorney's fees, actually and
reasonably incurred by him or her in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the Company, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable to the Company, unless and only to the extent that
the court in which the action or suit was brought shall determine on the
application that despite the adjudication of liability but in the view of
all circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as to the court deems proper.

        The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or
not the Company would have the power to indemnify such person against the
liability insured against.

Item 7.	Exemption from Registration Claimed.

	Not Applicable


Item 8.	Exhibits:

	Pursuant to Item 601 of Rule S-K, the following Exhibits are
        annexed:

        Exhibit I.   See Exhibits in Exhibit Index following the Signature
                     Page.



<PAGE>                              -5-



Item 9.	Undertakings:

	We hereby undertake:

        (a)     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.

        (b)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement.

        (c)     That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.

        (d)     We hereby undertake that, for the purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of
our  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.

        (e)     Insofar as indemnification for liabilities arising under
the Securities Act Of 1933, as amended, may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the we have 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 against such liabilities (other
than payment by us of expenses paid or incurred by a director, officer or
controlling person of us 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, we 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.



<PAGE>                              -6-



                                SIGNATURE PAGE
                                --------------

	Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Kalamazoo, the
state of Michigan, on the 6th  day of February, 2001.


                                        GATLIN HOLDINGS, INC.




                                        /JN/
                                        -------------------------------
                                        By: Jon Newby
                                        -------------------------------
                                        Title: President and Director
                                        -------------------------------


	Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.


Dated:		Kalamazoo, Michigan
		March 16, 2001



                                        GATLIN HOLDINGS, INC.




                                        /JN/
                                        -------------------------------
                                        By: Jon Newby
                                        -------------------------------
                                        Title: President and Director
                                        -------------------------------


<PAGE>                              -7-



                                EXHIBIT INDEX
                                -------------


EXHIBIT NUMBER                  ITEM
--------------                  ----

5.1                             Opinion regarding legality by Law Office of
                                L. Van Stillman, PA

23.1                            Letter on audit report (consent of
                                independent auditors) from Richard A. Eisner
                                & Co, LLP



<PAGE>                              -8-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16177}]
{"company-data": {"conformed-name": "GATLIN HOLDINGS INC", "cik": "0001085819", "assigned-sic": "", "irs-number": "880399260", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57200", "film-number": "1571247"}, "business-address": {"street1": "350 E. MICHIGAN AVENUE", "street2": "SUITE 410", "city": "KALAMAZOO", "state": "MI", "zip": "49007", "phone": "616-349-3971"}, "mail-address": {"street1": "350 E. MICHIGAN AVENUE", "street2": "SUITE 410", "city": "KALAMAZOO", "state": "MI", "zip": "49007"}, "former-company": {"former-conformed-name": "SALEOUTLET COM INC", "date-changed": "19990630"}}
UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                           GATLIN HOLDINGS, INC.
                           ---------------------
       (Exact name of Registrant as specified in its charter)

                            SALEOUTLET.COM, INC.
                            --------------------
                        (Former name of Registrant)

    Nevada                                              88-0399260
    ------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                             350 East Michigan Ave.
                                 Suite 410
                       Kalamazoo, Michigan  49007-3800
                       -------------------------------
         (Address of Principal Executive Offices including zip code)

                     Compensation and Consulting Agreements
                     --------------------------------------
                           (Full name of the plans)

                            L. Van Stillman, Esq.
                     Law Office of L. Van Stillman, PA
                     1177 George Bush Blvd., Suite 308
                        Delray Beach, Florida  33487
                        ----------------------------
                   (Name and address of agent for service)

                               (561) 330-9903
                               --------------
      (Telephone number, including area code, of agent for service)

   Approximate Date of Commencement of Proposed Sales under the Plan:

As soon as practicable after this Registration Statement becomes effective

                         Total Number of Pages:  8
                                                 -

           Exhibit Index begins on sequentially numbered page:  8
                                                                -
-1-

                        CALCULATION OF REGISTRATION FEE
Title of                        Proposed          Proposed
Securities      Maximum Amount  Maximum           Amount of
to be           to be           Offering          Aggregate        Registration
Registered      Registered      Price per Share   Offering Price   Fee
$.001 par       500,000         $1.00[1]          $500,000         $125.00

____________________
[1]  Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration fee based
upon the average of the bid and asked price of the Registrant's Common Stock
as of March 16, 2001) : 500,000 shares with a value of $1.00 per share.
-2-

                                PART I

        INFORMATION REQUIRED BY THE REGISTRATION STATEMENT

Item 1.	Plan Information.

	Gatlin Holdings, Inc. has previously entered into agreements with
third party consultants, officers, directors and attorneys for the
issuance of our common stock in exchange for services these
individuals provided.  In consideration for increasing the scope of
the continuing services rendered and to be rendered to the Company
until such time as we generate sufficient cash flow from operations,
and in order to compensate our consultants, officers, directors and
attorneys, we prepared this Form S-8 registration statement to provide
for the issuance of shares, as described below.

	We have agreed to issue 500,000 shares for corporate consulting
and legal services to us as well as for the payment of compensation to
certain officers and directors.

Item 2.	Registrant Information and Employee Plan Annual Information.

	We shall provide consultants, officers, directors and attorneys,
without charge upon their written or oral request the documents
incorporated by reference herein in Item 3 of Part II of this
Registration Statement.  We shall also provide the consultants and
attorneys, without charge, upon their written or oral request, with
all other documents required to be delivered to them pursuant to Rule
428(b) under the Act.  Any and all such requests shall be directed to
us at our place of business as reflected in this Registration
Statement.

                                PART II

           INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents are incorporated by reference into this
Registration Statement and made a part hereof:

     (A)     Registrant's Form 10-SB/12G as filed with SEC on July 1, 1999
             and amended on August 13, 1999 and August 25, 1999.
     (B)     Registrant's Form 10-KSB filed for the year ended December 31,
             1999 on April 28, 2000.
     (C)     Registrant's Forms 10-QSB's filed May 18, 2000, August 11, 2000
             and November 11, 2000.
     (D)     Registrant's Current Report on Form 8-K/A dated February 2,
             2001 and filed March 16, 2001.
     (E)     All other reports which may be filed by the Registrant
             pursuant to
-3-

             Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the
             end of the fiscal year covered by Registrant's Form 10-KSB for
             the year ended December 31, 1999, prior to the filing of a post
             effective amendment to this Registration Statement which
             indicates that all securities offered have been sold or which
             deregisters all securities then remaining unsold.

(E)      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.	Description of Securities.

	We are registering up to 500,000 shares of our common stock, par
value of $0.001 per share. Each holder of our common stock is entitled
to one vote per share of common stock standing in such holder's name
on our records on each matter submitted to a vote of our stockholders,
except as otherwise required by law. Holders of our common stock do
not have cumulative voting rights so that the holders of more than 50%
of the combined shares of our common stock voting for the election of
directors may elect all of the directors if they choose to do so and,
in that event, the holders of the remaining shares of our common stock
will not be able to elect any members to our board of directors.
Holders of our common stock are entitled to equal dividends and
distributions, per share, when, as and if declared by our board of
directors from funds legally available. Holders of our common stock do
not have pre-emptive rights to subscribe for any of our securities nor
are any shares of our common stock redeemable or convertible into any
of our other securities. If we liquidate, dissolve or wind up our
business or affairs, our assets will be divided up pro-rata on a
share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.

Item 5.	Interests of Named Experts and Counsel.

	None.

Item 6.	Indemnification of Officers and Directors.

	Under the Nevada Business Associations Act (the "Business Association
Act") Title 7, Chapter 78, directors of the Company will be liable to the
Company or its shareholders for (a) the amount of a financial benefit received
by the director to which the director is not entitled; (b) an intentional
infliction of harm on the Company or its shareholders; (c) certain unlawful
distributions to shareholders; and (d) an intentional violation of criminal
law. These provisions do not limit or eliminate the rights of the Company
or any shareholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.
-4-

        The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators,
and executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which he or she may be
made a party by reason of the fact that he or she is or was a director or
officer of the Company, to the full extent permitted by the laws of the state
of Nevada now existing or as such laws may hereafter be amended. The expenses
of officers and directors incurred in defending a civil or criminal action,
suit, or proceeding shall be paid by the Company as they are incurred and in
advance of the final disposition of the action, suit, or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the Company.

        The Company may, at the discretion of the board of directors,
indemnify any person who is or was a party or is threatened to be made party
to any threatened, pending, or completed action or suit by or in the right of
the Company to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company,
or 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, against expenses, including attorney's fees, actually and
reasonably incurred by him or her in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the Company, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable to the Company, unless and only to the extent that
the court in which the action or suit was brought shall determine on the
application that despite the adjudication of liability but in the view of
all circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as to the court deems proper.

        The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or
not the Company would have the power to indemnify such person against the
liability insured against.

Item 7.	Exemption from Registration Claimed.

	Not Applicable

Item 8.	Exhibits:

	Pursuant to Item 601 of Rule S-K, the following Exhibits are
        annexed:

        Exhibit I.   See Exhibits in Exhibit Index following the Signature
                     Page.
-5-

Item 9.	Undertakings:

	We hereby undertake:

        (a)     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.

        (b)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement.

        (c)     That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.

        (d)     We hereby undertake that, for the purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of
our  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.

        (e)     Insofar as indemnification for liabilities arising under
the Securities Act Of 1933, as amended, may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the we have 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 against such liabilities (other
than payment by us of expenses paid or incurred by a director, officer or
controlling person of us 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, we 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.
-6-

                                SIGNATURE PAGE
                                --------------

	Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Kalamazoo, the
state of Michigan, on the 6th  day of February, 2001.

                                        GATLIN HOLDINGS, INC.

                                        /JN/
                                        -------------------------------
                                        By: Jon Newby
                                        -------------------------------
                                        Title: President and Director
                                        -------------------------------

	Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.

Dated:		Kalamazoo, Michigan
		March 16, 2001

                                        GATLIN HOLDINGS, INC.

                                        /JN/
                                        -------------------------------
                                        By: Jon Newby
                                        -------------------------------
                                        Title: President and Director
                                        -------------------------------
-7-

                                EXHIBIT INDEX
                                -------------

EXHIBIT NUMBER                  ITEM
--------------                  ----

5.1                             Opinion regarding legality by Law Office of
                                L. Van Stillman, PA

23.1                            Letter on audit report (consent of
                                independent auditors) from Richard A. Eisner
                                & Co, LLP
-8-