As filed with the Securities and Exchange Commission on May 22, 2000
                                                       Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Cuidao Holding Corp.
                     -------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

Florida                                                      65-0639616
--------------------------------                  ---------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

2951 Simms Street
Hollywood,  FL                                                   33020
--------------------------------------                 ---------------------
(Address of Principal Executive Office)                       (Zip Code)

                              Cuidao Holding Corp.
                       ----------------------------------
                2000 Employee/Consultant Stock Compensation Plan

                            Donald F. Mintmire, Esq.
                              Mintmire & Associates
                               265 Sunrise Avenue
                            Palm Beach, Florida 33480
                         -----------------------------
                     (Name and Address of Agent for Service)

                                 (561) 832-5696
                           -------------------------
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                                        Proposed
  Title of                              Proposed        Maximum
 Securities            Amount           Maximum        Aggregate      Amount of
    to be               to be        Offering Price     Offering    Registration
 Registered        Registered (2)     Per Share(1)      Price(1)       Fee(1)

Common Stock,
$.0001 par value   1,000,000            $1.00          $1,000,000        $264

(1)  Estimated  pursuant  to Rule  457(c)  and  457(h)  solely for th purpose of
     calculating the  Registration  fee, which is based on the book value of the
     Company's Common Stock on March 31, 2000.  Although book value is estimated
     to be less than $1.00 per share, this value is assigned solely for purposes
     for calculating fees
(2)  Represents the maximum number of shares which may be issue under the Cuidao
     Holding  Corp.  2000  Employee/Consultant   Stock  Compensation  Plan  (the
     "Plan").






<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS


Item 3: Incorporation of Documents by Reference.

         The following  documents of Cuidao Holding Corp., a Florida corporation
(the  "Company"),  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated by reference into this Registration Statement:

                  (a)  The  Company's  Annual  Report  on Form  10-KSB,  for the
Company's fiscal year ended December 31, 1999 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the  Company's  fiscal year ended  December 31,
1999.

                  (c) The description of the Company's  Common Stock  registered
under the 1934 Act  contained in the  Company's  Registration  Statement on Form
SB-2 (File No. 0-19492), which became effective in December 1998.

                  All  reports  and other  documents  subsequently  filed by the
Company  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the 1934 since the
Company's fiscal year ended December 31, 1999.

                  Any  statement  contained in a document  incorporated  in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  in this  Registration
Statement by reference modifies or replaces such statement.

Item 4: Description of Securities.


         Not applicable.

Item 5: Interests of the Named Experts and Counsel.


         Not applicable.





<PAGE>



Item 6:  Indemnification of Directors and Officers.

          The  Company's  Articles  of  Incorporation  and  Bylaws  require  the
company to indemnify its directors and officers to the fullest extent  permitted
by  Florida  law.  Florida  law  presently  provides  that  in  the  case  of  a
nonderivative  action  (that is, an  action  other  than by or in the right of a
corporation to procure a judgment in its own favor), a corporation has the power
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any proceeding by reason of the fact that the person is or was an agent
of the corporation,  against expenses,  judgments,  fines, settlements and other
amounts  actually and reasonably  incurred in connection  with the proceeding if
that person acted in good faith and in a manner the person  reasonably  believed
to be in the best  interests of the  corporation  and, in the case of a criminal
proceeding,  had no  reasonable  cause to believe that the conduct of the person
was unlawful. The termination of any proceeding by judgment,  order, settlement,
conviction,  or upon a plea of nolo  contendere or its  equivalent  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner that the person  reasonably  believed to be in the best  interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

         With  respect  to  derivative  actions,  Florida  law  provides  that a
corporation  has the power to  indemnify  any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact  that the  person  is or was an  agent of the  corporation,  against
expenses actually and reasonably  incurred by that person in connection with the
defense or  settlement  of the action if the person  acted in good  faith,  in a
manner the person believed to be in the best interest of the corporation and its
shareholders.  Indemnification  is not  permitted  to be made in  respect of any
claim,  issue,  or matter as to which the person shall have been  adjudged to be
liable  to the  corporation  in the  performance  of that  person's  duty to the
corporation and its shareholders,  unless and only to the extent athat the court
in which the  proceeding is or was pending  determines  that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for  expenses,  and then  only to the  extent  that the  court  shall
determine.


Item 7: Exemption from Registration Claimed.


         Not applicable.

Item 8:  Exhibits.

Number     Description
-------    ----------------
 5.1     * Opinion of Mintmire & Associates

10.35    * Cuidao Holding Corp. 2000 Employee/Consultant Stock Compensation Plan

23.1     * Consent of Baum & Company

23.2       Consent of Mintmire & Associates (contained in Exhibit 5.1)

(* Filed herewith)

Item 9:  Undertakings.

     (a) The undersigned registrant hereby undertakes:

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

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The 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 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in this  registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein;  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  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 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>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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, on April 11, 2000.

                              CUIDAO HOLDING CORP.



                           By: /s/ C. Michael Fisher
                              ------------------------------
                               C. Michael Fisher, President and
                                Chief Financial Officer



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  person in the  capacities and on the
dates indicated.




/s/ C. Michael Fisher                               April 11, 2000
-------------------------------------------
C. Michael Fisher, Chairman of the Board,
President and Chief Financial Officer


/s/ Francis J. Hornik, Jr.                          April 11, 2000
-------------------------------------------
Francis J. Hornik, Jr., Director


/s/ Thomas J. Dobson                                April 11, 2000
-------------------------------------------
Thomas J. Dobson, Director


/s/ Robert H. Walker                                April 11, 2000
-------------------------------------------
Robert H. Walker, Director


/s/ Carl E. Shubert                                 April 12, 2000
-------------------------------------------
Carl E. Shubert, Director
[{"type": "S-8", "sequence": "1", "description": "1933 REGISTRATION STATEMENT", "secsgml_size_bytes": 12234}]
{"company-data": {"conformed-name": "CUIDAO HOLDING CORP", "cik": "0001018765", "assigned-sic": "5180", "irs-number": "650639616", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37614", "film-number": "641858"}, "business-address": {"street1": "3201 W GRIFFIN", "street2": "STE 204", "city": "FT LAUDERDALE", "state": "FL", "zip": "33312", "phone": "9549641060"}, "mail-address": {"street1": "3201 W GRIFFIN", "street2": "STE 204", "city": "FT LAUDERDALE", "state": "FL", "zip": "33312"}}
As filed with the Securities and Exchange Commission on May 22, 2000
                                                       Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Cuidao Holding Corp.
                     -------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

Florida                                                      65-0639616
--------------------------------                  ---------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

2951 Simms Street
Hollywood,  FL                                                   33020
--------------------------------------                 ---------------------
(Address of Principal Executive Office)                       (Zip Code)

                              Cuidao Holding Corp.
                       ----------------------------------
                2000 Employee/Consultant Stock Compensation Plan

                            Donald F. Mintmire, Esq.
                              Mintmire & Associates
                               265 Sunrise Avenue
                            Palm Beach, Florida 33480
                         -----------------------------
                     (Name and Address of Agent for Service)

                                 (561) 832-5696
                           -------------------------
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                                        Proposed
  Title of                              Proposed        Maximum
 Securities            Amount           Maximum        Aggregate      Amount of
    to be               to be        Offering Price     Offering    Registration
 Registered        Registered (2)     Per Share(1)      Price(1)       Fee(1)

Common Stock,
$.0001 par value   1,000,000            $1.00          $1,000,000        $264

(1)  Estimated  pursuant  to Rule  457(c)  and  457(h)  solely for th purpose of
     calculating the  Registration  fee, which is based on the book value of the
     Company's Common Stock on March 31, 2000.  Although book value is estimated
     to be less than $1.00 per share, this value is assigned solely for purposes
     for calculating fees
(2)  Represents the maximum number of shares which may be issue under the Cuidao
     Holding  Corp.  2000  Employee/Consultant   Stock  Compensation  Plan  (the
     "Plan").
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS

Item 3: Incorporation of Documents by Reference.

         The following  documents of Cuidao Holding Corp., a Florida corporation
(the  "Company"),  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated by reference into this Registration Statement:

                  (a)  The  Company's  Annual  Report  on Form  10-KSB,  for the
Company's fiscal year ended December 31, 1999 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the  Company's  fiscal year ended  December 31,
1999.

                  (c) The description of the Company's  Common Stock  registered
under the 1934 Act  contained in the  Company's  Registration  Statement on Form
SB-2 (File No. 0-19492), which became effective in December 1998.

                  All  reports  and other  documents  subsequently  filed by the
Company  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the 1934 since the
Company's fiscal year ended December 31, 1999.

                  Any  statement  contained in a document  incorporated  in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  in this  Registration
Statement by reference modifies or replaces such statement.

Item 4: Description of Securities.

         Not applicable.

Item 5: Interests of the Named Experts and Counsel.

         Not applicable.
Item 6:  Indemnification of Directors and Officers.

          The  Company's  Articles  of  Incorporation  and  Bylaws  require  the
company to indemnify its directors and officers to the fullest extent  permitted
by  Florida  law.  Florida  law  presently  provides  that  in  the  case  of  a
nonderivative  action  (that is, an  action  other  than by or in the right of a
corporation to procure a judgment in its own favor), a corporation has the power
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any proceeding by reason of the fact that the person is or was an agent
of the corporation,  against expenses,  judgments,  fines, settlements and other
amounts  actually and reasonably  incurred in connection  with the proceeding if
that person acted in good faith and in a manner the person  reasonably  believed
to be in the best  interests of the  corporation  and, in the case of a criminal
proceeding,  had no  reasonable  cause to believe that the conduct of the person
was unlawful. The termination of any proceeding by judgment,  order, settlement,
conviction,  or upon a plea of nolo  contendere or its  equivalent  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner that the person  reasonably  believed to be in the best  interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

         With  respect  to  derivative  actions,  Florida  law  provides  that a
corporation  has the power to  indemnify  any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact  that the  person  is or was an  agent of the  corporation,  against
expenses actually and reasonably  incurred by that person in connection with the
defense or  settlement  of the action if the person  acted in good  faith,  in a
manner the person believed to be in the best interest of the corporation and its
shareholders.  Indemnification  is not  permitted  to be made in  respect of any
claim,  issue,  or matter as to which the person shall have been  adjudged to be
liable  to the  corporation  in the  performance  of that  person's  duty to the
corporation and its shareholders,  unless and only to the extent athat the court
in which the  proceeding is or was pending  determines  that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for  expenses,  and then  only to the  extent  that the  court  shall
determine.

Item 7: Exemption from Registration Claimed.

         Not applicable.

Item 8:  Exhibits.

Number     Description
-------    ----------------
 5.1     * Opinion of Mintmire & Associates

10.35    * Cuidao Holding Corp. 2000 Employee/Consultant Stock Compensation Plan

23.1     * Consent of Baum & Company

23.2       Consent of Mintmire & Associates (contained in Exhibit 5.1)

(* Filed herewith)

Item 9:  Undertakings.

     (a) The undersigned registrant hereby undertakes:

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

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The 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 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in this  registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein;  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  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 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.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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, on April 11, 2000.

                              CUIDAO HOLDING CORP.

                           By: /s/ C. Michael Fisher
                              ------------------------------
                               C. Michael Fisher, President and
                                Chief Financial Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  person in the  capacities and on the
dates indicated.

/s/ C. Michael Fisher                               April 11, 2000
-------------------------------------------
C. Michael Fisher, Chairman of the Board,
President and Chief Financial Officer

/s/ Francis J. Hornik, Jr.                          April 11, 2000
-------------------------------------------
Francis J. Hornik, Jr., Director

/s/ Thomas J. Dobson                                April 11, 2000
-------------------------------------------
Thomas J. Dobson, Director

/s/ Robert H. Walker                                April 11, 2000
-------------------------------------------
Robert H. Walker, Director

/s/ Carl E. Shubert                                 April 12, 2000
-------------------------------------------
Carl E. Shubert, Director