As filed with the Securities and
             Exchange Commission on February 28, 2000
                        File No. 000-24989


                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549

                             FORM S-8

                      Registration Statement
                 Under the Securities Act of 1933


                  AMERICAS POWER PARTNERS, INC.
      (Exact Name of Registrant as Specified in its Charter)

        1999-2000 Consultation Services Compensation Plan
                     (Full name of the plan)


     COLORADO                 000-24989                 36-4288975
     -----------------        --------------            ----------------
     (State of                (Commission File No.)    (IRS Employer ID No.)
     Incorporation)


            105 EAST FIRST STREET, HINSDALE, IL 60521
        --------------------------------------------------
             (Address of Principal Executive Offices)


                       CHUHAK & TECSON, P.C.
              225 WEST WASHINGTON STREET, SUITE 1300
                      CHICAGO, IL 60606-3418
       ---------------------------------------------------
             (Name and Address of agent for service)

If any of the  securities  being  registered on this Form are to be
offered on a delayed or continuous  basis  pursuant to Rule 415 under the
Securities  Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following line:

     [X]

                 CALCULATION OF REGISTRATION FEE

                  Proposed(1)(2)      Proposed(2)(3)

Title of       Maximum             Maximum
Securities     Amount              Offering       Aggregate   Amount of
to be          to be               Price          Offering    Registration
Registered     Registered(4)       Per Share      Price       Fee
(3)
-----------    -------------       -----------    ---------   ------------
Common Stock   1,000,000           $0.0038        $3,800      $1.31


(1)  The securities registered  hereunder are shares of the registrant's
     common stock, $.001 par value.

(2)  Estimated for purpose of calculating the registration fee.

(3)  The fee with respect to these shares has been  calculated pursuant
     to Rules  457(h)  and  457(c)  under  the  Securities  Act of 1933, as
     amended, and based upon the book value of the  Registrant's Common
     Stock on a date within five (5) days prior to the date of filing of this
     Registration Statement (Since no quote is now published, it was
     assumed at $0.0038 for purposes only of calculating the filing fee).

(4)  Shares of the  registrant's common stock issuable to consultants
     and advisors under the registrant's 1999-2000 Consultation Services
     Compensation Plan.



      ------------------------------------------------------

                    FORWARD LOOKING STATEMENTS

     -------------------------------------------------------

THIS FORM S-8 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
AMERICAS POWER PARTNERS, INC. (HEREINAFTER REFERRED TO AS "APPI" AND/OR
"COMPANY" AND/OR "REGISTRANT") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH
MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES
ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF APPI
AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH
STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS.  IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-
LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM S-8, AND ARE
HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE
OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER
TIME.


                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I is included in documents sent or given to
participants in the 1999-2000 Consultation Services Compensation Plan pursuant
to Rule 428(b)(1).


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are following by reference into the registration
statement:

(a)-1.  The Company's Form 8-K filed August 26, 1999 and amended October 29,
1999, Schedule 14(F)(1) filed July 16, 1999 by the Company's predecessor
corporation Oak Brook Capital II, Inc. ("Oak Brook"), Form 10-QSB for
December 31, 1999, filed February 22, 2000, Form 10-QSB for September 30, 1999,
filed November 15, 1999, Form 10-QSB for June 30, 1999 and Amended Form 10-QSB
for March 31, 1998 of Oak Brook, and all other reports filed pursuant to section
13(a) or 15(d) since the end of the year covered by the above annual reports.

(a)-2.  The Registration Statement on Form 10-SB filed on October 23, 1998 by
Oak Brook, pursuant to Section 12(g) of the Securities Exchange Act which
became effective on December 23, 1998 and subsequently amended on August 5,
1999, pursuant to Section 12(g)(1)(B) of the Securities Exchange Act of 1934,
File No. 000-24989.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any  portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document incorporated
by reference or contained in this Registration Statement.

The description of the Company's common stock which is contained in the Third
Amendment to the Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating such description.


ITEM 4.   DESCRIPTION OF SECURITIES

Common Stock:

Securities are registered under Section 12(g) of the Exchange Act.


ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Chuhak & Tecson, P.C.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Business Corporation Act (the "Act") provides that a corporation
may  indemnify a director or officer of the corporation and to purchase and
maintain liability insurance for those persons as, and to the extent permitted
by the Act.

The Company's Bylaws  limits  directors'  liability for monetary damages for
breaches of their duties of care owed the Company to the fullest extent
permitted by Colorado law.

Article 109 of the Colorado Business Corporation Act: (i) gives Colorado
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses (including
attorneys fees) judgments, fines and other amounts paid in settlement actually
and reasonably incurred in connection with threatened, pending or completed
actions, suits, or proceedings to which they are parties or are threatened to be
made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; (ii) gives an officer or
director who successfully defends an action the right to be so indemnified; and
(iii) permits a corporation to buy directors' and officers' liability insurance.

As permitted by Colorado law, the Registrant's Articles of Incorporation
provide that the Registrant will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being or having been
directors or officers unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct.  The Registrant's Articles of
Incorporation also exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors, except
as toliability for any breach of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, acts which constitute improper distributions to shareholders in violation
of Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. This
exclusion of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Does not apply.


                             PART III


ITEM 8.   EXHIBITS

                          EXHIBIT INDEX


     Exhibit No.    Exhibit

#    3(a)           Articles of Incorporation

#    3(b)           Bylaws

#    4(a)           Agreements Defining Certain Rights of Shareholders

#    4(b)           Specimen Stock Certificate

x    5.1            Opinion of Chuhak & Tecson, P.C. regarding the legality of
                    the securities being offered hereby.

     7              Not applicable

     9              Not applicable

#    10(a)          Pre-incorporation Consultation and Subscription
                    Agreement

x    10.1           Consultation Services Agreement

     11             Not applicable

     14             Not applicable

     16             Not applicable

     21             Not applicable


     Exhibit No.    Exhibit

x    23.1           Consent of Counsel
                    (contained in Exhibit 5.1)

x    24.1           Consent of Dennis W. Bersch, CPA.

     27             Financial Data Schedule

     28             Not applicable

#    99.1           Safe Harbor Compliance Statement
____________________________

x    filed herewith

#    incorporated herein by reference from Registrant's Third
     Amendment to Form 10SB12G, filed July 29, 1999.


ITEM 9.   UNDERTAKINGS

The undersigned hereby undertakes:

(1)(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, represent 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)(a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 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 the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

(1)(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
benefit offering thereof.

(2) 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
Plan.

(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 benefit offering thereof.

(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing  provisions, or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                   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, in the City of Hinsdale, Illinois, on the 22nd day of February,
2000.

AMERICAS POWER PARTNERS, INC.

By:  /s/ Mark Margason

________________________________
MARK MARGASON
CEO

Date: February 22, 2000

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

Signature                Title                    Date

/s/Mark Margason         Secretary, CEO           February 22, 2000
                         & Director



                                 POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Mark Margason, his true and lawful attorneys-in-
fact and agents with full power of substitution and re-substitution, for then
and in their 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 all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

This power of attorney may be executed in counterparts.

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

<TABLE>
<CAPTION>

SIGNATURE                TITLE                    DATE
----------               ----------------         -----------------
<S>                      <C>                      <C>

/s/ David Pequet

DAVID PEQUET             Chairman of the Board    February 23, 2000

/s/ Theodore Bogard

THEODORE BOGARD          Director                 February 23, 2000

</TABLE>



                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                    --------------------------

                             EXHIBITS

                                TO

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

                   ---------------------------


                  AMERICAS POWER PARTNERS, INC.


                          EXHIBIT INDEX


     Exhibit No.    Exhibit

#    3(a)           Articles of Incorporation

#    3(b)           Bylaws

#    4(a)           Agreements Defining Certain Rights of Shareholders

#    4(b)           Specimen Stock Certificate

x    5.1            Opinion of Chuhak & Tecson, P.C. regarding the legality of
                    the securities being offered hereby.

     7              Not applicable

     9              Not applicable

#    10(a)          Pre-incorporation Consultation and Subscription Agreement

x    10.1           Consultation Services Agreement


     Exhibit No.    Exhibit

     11             Not applicable

     14             Not applicable

     16             Not applicable

     21             Not applicable

x    23.1           Consent of Counsel
                    (contained in Exhibit 5.1)

x    24.1           Consent of Dennis W. Bersch, CPA.

     27             Financial Data Schedule

     28             Not applicable

#    99.1           Safe Harbor Compliance Statement
____________________________

x    filed herewith

#    incorporated herein by reference from Registrant's Third
     Amendment to Form 10SB12G, filed July 29, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20072}]
{"company-data": {"conformed-name": "AMERICAS POWER PARTNERS INC", "cik": "0001072568", "assigned-sic": "6770", "irs-number": "364288975", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31364", "film-number": "558277"}, "business-address": {"street1": "105 EAST FIRST STREET", "city": "HINSDALE", "state": "IL", "zip": "60521", "phone": "6303259101"}, "mail-address": {"street1": "105 EAST FIRST STREET", "city": "HINSDALE", "state": "IL", "zip": "60521"}, "former-company": {"former-conformed-name": "OAK BROOK CAPITAL II INC", "date-changed": "19981023"}}
As filed with the Securities and
             Exchange Commission on February 28, 2000
                        File No. 000-24989

                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549

                             FORM S-8

                      Registration Statement
                 Under the Securities Act of 1933

                  AMERICAS POWER PARTNERS, INC.
      (Exact Name of Registrant as Specified in its Charter)

        1999-2000 Consultation Services Compensation Plan
                     (Full name of the plan)

     COLORADO                 000-24989                 36-4288975
     -----------------        --------------            ----------------
     (State of                (Commission File No.)    (IRS Employer ID No.)
     Incorporation)

            105 EAST FIRST STREET, HINSDALE, IL 60521
        --------------------------------------------------
             (Address of Principal Executive Offices)

                       CHUHAK & TECSON, P.C.
              225 WEST WASHINGTON STREET, SUITE 1300
                      CHICAGO, IL 60606-3418
       ---------------------------------------------------
             (Name and Address of agent for service)

If any of the  securities  being  registered on this Form are to be
offered on a delayed or continuous  basis  pursuant to Rule 415 under the
Securities  Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following line:

     [X]

                 CALCULATION OF REGISTRATION FEE

                  Proposed(1)(2)      Proposed(2)(3)

Title of       Maximum             Maximum
Securities     Amount              Offering       Aggregate   Amount of
to be          to be               Price          Offering    Registration
Registered     Registered(4)       Per Share      Price       Fee
(3)
-----------    -------------       -----------    ---------   ------------
Common Stock   1,000,000           $0.0038        $3,800      $1.31

(1)  The securities registered  hereunder are shares of the registrant's
     common stock, $.001 par value.

(2)  Estimated for purpose of calculating the registration fee.

(3)  The fee with respect to these shares has been  calculated pursuant
     to Rules  457(h)  and  457(c)  under  the  Securities  Act of 1933, as
     amended, and based upon the book value of the  Registrant's Common
     Stock on a date within five (5) days prior to the date of filing of this
     Registration Statement (Since no quote is now published, it was
     assumed at $0.0038 for purposes only of calculating the filing fee).

(4)  Shares of the  registrant's common stock issuable to consultants
     and advisors under the registrant's 1999-2000 Consultation Services
     Compensation Plan.

      ------------------------------------------------------

                    FORWARD LOOKING STATEMENTS

     -------------------------------------------------------

THIS FORM S-8 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
AMERICAS POWER PARTNERS, INC. (HEREINAFTER REFERRED TO AS "APPI" AND/OR
"COMPANY" AND/OR "REGISTRANT") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH
MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES
ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF APPI
AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH
STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS.  IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-
LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM S-8, AND ARE
HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE
OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER
TIME.

                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I is included in documents sent or given to
participants in the 1999-2000 Consultation Services Compensation Plan pursuant
to Rule 428(b)(1).

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are following by reference into the registration
statement:

(a)-1.  The Company's Form 8-K filed August 26, 1999 and amended October 29,
1999, Schedule 14(F)(1) filed July 16, 1999 by the Company's predecessor
corporation Oak Brook Capital II, Inc. ("Oak Brook"), Form 10-QSB for
December 31, 1999, filed February 22, 2000, Form 10-QSB for September 30, 1999,
filed November 15, 1999, Form 10-QSB for June 30, 1999 and Amended Form 10-QSB
for March 31, 1998 of Oak Brook, and all other reports filed pursuant to section
13(a) or 15(d) since the end of the year covered by the above annual reports.

(a)-2.  The Registration Statement on Form 10-SB filed on October 23, 1998 by
Oak Brook, pursuant to Section 12(g) of the Securities Exchange Act which
became effective on December 23, 1998 and subsequently amended on August 5,
1999, pursuant to Section 12(g)(1)(B) of the Securities Exchange Act of 1934,
File No. 000-24989.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any  portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document incorporated
by reference or contained in this Registration Statement.

The description of the Company's common stock which is contained in the Third
Amendment to the Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating such description.

ITEM 4.   DESCRIPTION OF SECURITIES

Common Stock:

Securities are registered under Section 12(g) of the Exchange Act.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Chuhak & Tecson, P.C.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Business Corporation Act (the "Act") provides that a corporation
may  indemnify a director or officer of the corporation and to purchase and
maintain liability insurance for those persons as, and to the extent permitted
by the Act.

The Company's Bylaws  limits  directors'  liability for monetary damages for
breaches of their duties of care owed the Company to the fullest extent
permitted by Colorado law.

Article 109 of the Colorado Business Corporation Act: (i) gives Colorado
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses (including
attorneys fees) judgments, fines and other amounts paid in settlement actually
and reasonably incurred in connection with threatened, pending or completed
actions, suits, or proceedings to which they are parties or are threatened to be
made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; (ii) gives an officer or
director who successfully defends an action the right to be so indemnified; and
(iii) permits a corporation to buy directors' and officers' liability insurance.

As permitted by Colorado law, the Registrant's Articles of Incorporation
provide that the Registrant will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being or having been
directors or officers unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct.  The Registrant's Articles of
Incorporation also exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors, except
as toliability for any breach of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, acts which constitute improper distributions to shareholders in violation
of Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. This
exclusion of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Does not apply.

                             PART III

ITEM 8.   EXHIBITS

                          EXHIBIT INDEX

     Exhibit No.    Exhibit

#    3(a)           Articles of Incorporation

#    3(b)           Bylaws

#    4(a)           Agreements Defining Certain Rights of Shareholders

#    4(b)           Specimen Stock Certificate

x    5.1            Opinion of Chuhak & Tecson, P.C. regarding the legality of
                    the securities being offered hereby.

     7              Not applicable

     9              Not applicable

#    10(a)          Pre-incorporation Consultation and Subscription
                    Agreement

x    10.1           Consultation Services Agreement

     11             Not applicable

     14             Not applicable

     16             Not applicable

     21             Not applicable

     Exhibit No.    Exhibit

x    23.1           Consent of Counsel
                    (contained in Exhibit 5.1)

x    24.1           Consent of Dennis W. Bersch, CPA.

     27             Financial Data Schedule

     28             Not applicable

#    99.1           Safe Harbor Compliance Statement
____________________________

x    filed herewith

#    incorporated herein by reference from Registrant's Third
     Amendment to Form 10SB12G, filed July 29, 1999.

ITEM 9.   UNDERTAKINGS

The undersigned hereby undertakes:

(1)(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, represent 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)(a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 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 the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

(1)(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
benefit offering thereof.

(2) 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
Plan.

(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 benefit offering thereof.

(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing  provisions, or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   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, in the City of Hinsdale, Illinois, on the 22nd day of February,
2000.

AMERICAS POWER PARTNERS, INC.

By:  /s/ Mark Margason

________________________________
MARK MARGASON
CEO

Date: February 22, 2000

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

Signature                Title                    Date

/s/Mark Margason         Secretary, CEO           February 22, 2000
                         & Director

                                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Mark Margason, his true and lawful attorneys-in-
fact and agents with full power of substitution and re-substitution, for then
and in their 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 all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                TITLE                    DATE
----------               ----------------         -----------------
/s/ David Pequet

DAVID PEQUET             Chairman of the Board    February 23, 2000

/s/ Theodore Bogard

THEODORE BOGARD          Director                 February 23, 2000
SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                    --------------------------

                             EXHIBITS

                                TO

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

                   ---------------------------

                  AMERICAS POWER PARTNERS, INC.

                          EXHIBIT INDEX

     Exhibit No.    Exhibit

#    3(a)           Articles of Incorporation

#    3(b)           Bylaws

#    4(a)           Agreements Defining Certain Rights of Shareholders

#    4(b)           Specimen Stock Certificate

x    5.1            Opinion of Chuhak & Tecson, P.C. regarding the legality of
                    the securities being offered hereby.

     7              Not applicable

     9              Not applicable

#    10(a)          Pre-incorporation Consultation and Subscription Agreement

x    10.1           Consultation Services Agreement

     Exhibit No.    Exhibit

     11             Not applicable

     14             Not applicable

     16             Not applicable

     21             Not applicable

x    23.1           Consent of Counsel
                    (contained in Exhibit 5.1)

x    24.1           Consent of Dennis W. Bersch, CPA.

     27             Financial Data Schedule

     28             Not applicable

#    99.1           Safe Harbor Compliance Statement
____________________________

x    filed herewith

#    incorporated herein by reference from Registrant's Third
     Amendment to Form 10SB12G, filed July 29, 1999.