AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON FEBRUARY 18, 2000
                                               REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                         NATIONAL REHAB PROPERTIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)



             NEVADA                                           65-0439467
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)





                              2921 NW Sixth Avenue
                              Miami, Florida 33127
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                                 Richard Astrom
                              2921 NW Sixth Avenue
                              Miami, Florida 33127
                                 (305) 573-8882
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                               Gordon Dihle, Esq.
                                Dihle & Co., P.C.
                        2922 Evergreen Parkway, Suite 320
                            Evergreen, Colorado 80439
                                 (303) 679-6018

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

<S>                  <C>           <C>                         <C>                        <C>


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


Common Stock,
par value $0.001          500,000         $ 0.26 (1)                 $130,000               $34.32

</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
February  15,  2000.

<PAGE>
EXPLANATORY  NOTE

National  Rehab  Properties,  Inc.  ("NRPI")  has  prepared  this  Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  $.001  par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus NRPI prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings  and  resales of up to 500,000 shares of common stock
acquired  by  the  selling  shareholders.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

NRPI  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  NRPI does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

<PAGE>


                                REOFFER  PROSPECTUS

                          NATIONAL  REHAB  PROPERTIES,  INC.
                             2921  NW  SIXTH  AVENUE
                             MIAMI,  FLORIDA  33127
                               (305)  573-8882

                        500,000  SHARES  OF  COMMON  STOCK


The  shares  of  common  stock,  $0.001  par  value per share, of National Rehab
Properties,  Inc. ("NRPI"or the "Company") offered hereby (the "Shares") will be
sold  from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders").  The Selling Shareholders
acquired  the  Shares pursuant to a Consulting Agreement for consulting services
that  the  Selling  Shareholders  provided  to  NRPI.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices or in negotiated transactions.  NRPI will not receive
proceeds  from  any  of  the  sale  the Shares.  NRPI is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

NRPI's  common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol  "NRPI."

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  11.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                February 17, 2000

<PAGE>
                                TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . . . . . .          2
Incorporated  Documents . . . . . . . . . . . . . . . . . . .           2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . .          3
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . .          11
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . .          13
Selling  Shareholders . . . . . . . . . . . . . . . . . . . .          14
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . .         14
Legal  Matters . . . . . . . . . . . . . . . . . . . . . . . .         15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . .          15
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

NRPI is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows NRPI to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

NRPI's  Report  on  Form  8-K, dated February 10, 2000 is incorporated herein by
reference.  NRPI  also  incorporates herein by reference the Form 10-SB filed by
MAS  Acquisition XV Corp., the Company's predecessor, filed on October 27, 1999.
In  addition,  all  documents  filed  or subsequently filed by the Company under
Sections  13(a),  13(c), 14 and 15(d) of the 1934 Act, before the termination of
this  offering,  are  incorporated  by  reference.

<PAGE>
The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at NRPI at NRPI's executive offices, located at 2921
NW  Sixth  Avenue,  Miami,  Florida  33127.  NRPI's  telephone  number  is (305)
573-8882.

                                   THE  COMPANY
BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

SUMMARY

NRPI  was  formed  on  October  1,  1993. On August 17, 1995, we became a public
company  as  a  result  of  a  merger  with  an already existing public company.

We  specialize  in  investing  in  and  revitalizing  homes in established older
residential  neighborhoods  in  urban  areas.  Many  of  these  homes  have been
abandoned  by  the middle-class who typically move outward from the inner cities
into  the  newer  suburban developments. We either buy vacant property and build
single  family homes or we buy abandoned homes and complete all renovations. Our
purpose  is  to  sell the homes for a profit. Renovated or rebuilt starter homes
were  valued at approximately $30,000 in 1981, $45,000 in 1987, $60,000 in 1994,
$70,000  in 1997, and $85,000 in 1999. The years ahead should find properties in
this  affordable  housing  market  at  the  $90,000  range  or  higher.

Our  target  market  has  been  fruitful  over  the past 30 years, regardless of
national  inflation  or  economic  stagnation. We believe the real estate market
will  continue  to  provide  a  reasonable  opportunity for our company's future
investments.  Based  upon  the  great  number  of  foreclosures  and  abandoned
properties  each year, we have a bountiful supply of lots and dilapidated homes,
which  meet  our  business  model  criteria.

NRPI  has  a  successful  record  of  identifying  and  purchasing distressed or
foreclosed  properties,  completing  renovations on those properties rapidly and
inexpensively,  and  marketing the properties to qualified first-time buyers who
can  buy  the  properties  with  little  or no down payment. We typically sell a
property  for  $90,000  and  produce  a profit of $15,000 per sale. The complete
buy-repair  or  build-resell  process  for each property takes approximately six
months. The intended result is an annual pre-tax return of approximately $30,000
on  a  $60,000  investment.


<PAGE>
The  United  States  Department  of  Housing and Urban Development (HUD) and the
Federal  Housing  Administration  (FHA) support the cities and their residential
neighborhoods  with programs designed to work with developers to create low down
payment  housing.  Being  favorable to lower income citizens, these programs are
non-subsidized  by  the  government  and  carry their own weight in Washington's
bureaucratic  environment where charity is often scorned. As a rule, the federal
government  favors  private  ownership  over  public  housing  and tenant/renter
situations.  The  HUD  and FHA programs are specifically aimed at the low-income
neighborhoods of America in an attempt to maintain the nation's existing housing
stock which has depreciated and declined due to foreclosure, abandonment and old
age.  The Community Reinvestment Act (CRA) requires banks all over the nation to
invest  in  these  neighborhoods.  It is up to the private and public sectors to
engage these encouraging and sound programs and make them successful. NRPI takes
advantage  of  that challenge by revitalizing abandoned urban neighborhoods, and
in so doing, helps hundreds of working-class families realize the American dream
of  home  ownership.

NRPI's  business is real estate and in order to buy real estate for our business
of  rehabilitating  houses  or  building  houses,  construction  financing  is
necessary.  Through  the  years  we  have constantly had difficulty in borrowing
money  from  banks  due  to  lack of cash in the corporate bank account. This is
evidenced  by  the  income  for the years 1994 through 1997-- Federal Income Tax
reports were as follows: $61,965 - 1994; $73,886 - 1995; $76,684 - 1996; $20,369
- 1997; ($344,064) - 1998). In May of 1997, we entered into a line of credit for
$1,500,000 with an investment banking company. The interest rate was between 15%
and 18% per year with an equal amount in placement fees. Additionally, we had to
give  the  lender  4,000,000  shares of restricted stock. Our board entered into
this  agreement due to lack of credit for the rehabilitation of houses. In 1997,
we  opened  an  office  in  New  Orleans, Louisiana because that city has 39,000
declared  houses  in need of repair. In 1997 and 1998, we completed 25 houses in
New  Orleans  and,  between  the  points  and  interest,  we  lost approximately
$240,000.  In  1998, we left New Orleans as it was determined that the excessive
rate  of  interest  being  charged  for  the  money  borrowed  NRPI could not be
profitable.  As  of  December 31, 1998, the inventory of company-owned houses in
New  Orleans,  houses  with  the  excessively  high interest rates, was zero. In
December 1998, we filed a lawsuit against the lender and its president for civil
usury  in Dade County Circuit Court. In that lawsuit we are asking for return of
principal, damages and return of the stock issued to the defendants, et al. That
stock (400,000 shares post split) is currently partially held in escrow with the
courts  and  partially  still  in  restricted  form  pending  the  result of the
litigation.

In  January, 1999, we completed a reverse split of our stock on a 1 for 10 basis
and  raised $557,500 from the sale and/or conversion into common stock of senior
subordinated  debentures.  In  addition,  we  raised  $211,500  from the sale of
restricted  stock  during  the  1999  fiscal year. The reverse split was done in
order to reduce the number of shares outstanding so that it would be possible to
attract  investment  capital  from  the  sale  of  our  common  stock.

Present  Operations

Our  offices  are  located  at  2921 NW 6th Avenue, Miami, Florida 33127 and our
telephone  number  is  (305)  573-8882.

Our  business  is  currently  based in Miami where we intend to build 100 houses
annually.  As  a  public  Company,  National  Rehab  Properties,  Inc. is traded
over-the-counter  as  a  bulletin  board  stock  under  the  symbol  NRPI.


<PAGE>
In  1999,  we  purchased 17 building sites in Miami for cash, filed for building
permits  and  are  proceeding forward with construction. A profit of $300,000 is
projected from the completion of these sales. Those houses will be encumbered by
mortgages  from  a  Miami  lending  institution. The decision to build houses in
Miami  was  the  result  of a market study showing a large demand for first time
buyer  homes  and  the  large  number  of  vacant lots in the mature residential
neighborhoods  NRPI  is  accustomed  to dealing in. Due to our cash position, we
expect  to  acquire  construction  financing  for  the  Miami project. The Miami
project  of  100  houses  is  contingent  upon  construction  financing.

NRPI  has  made  a  deposit  on a 20 acre tract of land with a purchase price of
$280,000  in Vero Beach, Florida. We anticipate improving the land with road and
utilities  and platting the land for 100 single family home sites. We believe we
can  obtain a land and acquisition loan from a local lending institution for the
cost of construction of improvements to the land. We further anticipate building
the  houses  with  construction  financing and reselling the houses in the local
economy. We have funds available to purchase the land without the need to obtain
additional  financing.  The  project,  known  as  "Eagle Trace," is estimated to
create  a  profit  of  $3,500,000.  This project is contingent upon construction
financing  for  the  land  improvements  and  home  construction.

NRPI  has  signed a letter of intent to purchase an aluminum manufacturing plant
that  produces  aluminum and glass railings, storm shutters and aluminum windows
for sale in South Florida. In 1998, the aluminum company had $4,600,000 in sales
revenues,  however it was not profitable due to lack of cash to finance the sale
of  its  products awaiting construction draws. NRPI Properties, Inc. may acquire
80%  of  the  company.  If  this  entity  is  acquired,  all  financials will be
consolidated  with  our  company.  We  anticipate  acquiring  financing  for the
aluminum  company's  receivables  through  a  factoring  company. The receivable
financing  will  be the only debt of the aluminum company. We have the funds for
initial  acquisition,  however,  the  receivable  financing funds are not yet in
place and therefore the potential profitability of the acquisition target is not
secure.  We  feel  that the supply of users for the target's products is immense
because  the  acquisition  target is one of three companies that are licensed to
build  products  passing  the  newest hurricane protection laws. There can be no
assurance that the contemplated acquisition will occur and, if consummated, that
it  will  provide  profitable  operations  for  our  business.

Management's  Discussion  of  Operations

The  following  is  a  discussion  of  the  financial  condition  and results of
operations  of our operations for the 12 month period commencing October 1, 1997
until  the  close of the fiscal year September 30, 1998. The financial condition
information  does not include the accounts of NRPI after the close of the fiscal
year  ending  September  30,  1998,  however, the period of 1994 through 1999 is
discussed.  We  are  current  in  our  federal  and  state  tax  filings.

We  specialize  in  renovating or rebuilding starter homes. Renovated or rebuilt
starter  homes  were  valued  at approximately $30,000 in 1981, $45,000 in 1987,
$60,000  in  1994,  $70,000 in 1997, and $85,000 in 1999. The years ahead should
find  properties  in  this  affordable  housing  market  at the $90,000 range or
higher.  Over  the  past  30  years, the market we have targeted continues to be
fruitful regardless of national inflation or economic stagnation. We believe the
real  estate  market  will  continue  to  be  ripe  for  our future investments.
Thousands  of  homes  suffer foreclosure and abandonment every year, creating an
abundant  supply  of  lots  and  dilapidated  homes,  which  fit  our investment
criteria.


<PAGE>
We  have  a  successful  record  of  identifying  and  purchasing  distressed or
foreclosed  properties,  completing  renovations on those properties rapidly and
inexpensively,  and  marketing the properties to qualified first-time buyers who
can  buy  the  properties  with  little  or no down payment. We typically sell a
property  for  $90,000  and  produce  a profit of $15,000 per sale. The complete
buy-repair  or  build-resell  process  for each property takes approximately six
months. The intended result is an annual pre-tax return of approximately $30,000
on  a  $60,000  investment.

Operational  History

Our  business  involves the real estate industry and in order to buy real estate
for  our  business  of  rehabilitating  houses  or building houses, construction
financing  is necessary. Through the years, we have constantly had difficulty in
borrowing  money  from  banks due to lack of cash in the corporate bank account.
This  is  evidenced  by  the  income  of the years 1994 through 1997 as follows:

     Federal  Income  Tax  report  for  the  years  1994  though  1997:

     $61,965  -  1994;
     $73,886  -  1995;
     $76,684  -  1996;
     $20,369  -  1997;
  ($344,064)  -  1998.

In  May  of  1997 we obtained a line of credit for $1,500,000 with an investment
banking  company.  The  interest  rate  was between 15% and 18% per year with an
equal  amount  in  placement  fees.  Additionally,  we  had  to  give the lender
4,000,000 shares of restricted stock. We entered into this agreement due to lack
of  credit  for the rehabilitation of houses. In 1997 we opened an office in New
Orleans,  Louisiana  because  that  city  has  39,000 declared houses in need of
repair.  In 1997 and 1998, we completed 25 houses in New Orleans and between the
points and interest we lost approximately $240,000. In 1998, we left New Orleans
as it was determined that, with the excessive rate of interest being charged for
the  money borrowed, we could not be profitable. As of December 31, 1998, we had
no  more  houses in inventory the inventory. In December 1998 we filed a lawsuit
in  Dade  County  Circuit  Court  against the lender and its president for civil
usury.  In  that lawsuit we asked for return of principal, damages and return of
the  stock  issued  to the defendants. That stock (400,000 shares post split) is
currently  partially  held  in  escrow  with  the  courts and partially still in
restricted  form  pending  the  result  of  the  litigation.

In  1997  we  wrote  off  a  receivable of $105,000 due to the bankruptcy of the
debtor,  an  original  incorporator  of  NRPI.

In  January, 1999 we completed a reverse split of our common stock on a 1 for 10
basis  and  proceeded  to  raise  $557,500  from the sale and/or conversion into
common  stock of senior subordinated debentures. In addition, the Company raised
$211,500  from the sale of our restricted stock during the 1999 fiscal year. The
reverse  split  was  done in order to reduce the number of shares outstanding so
that  it  would  be  possible  to attract investment capital through the sale of
common  stock.

Overhead

The  monthly  costs  of  our corporate offices are estimated to be approximately
$20,000  per  month.  The  monthly  expense of $20,000 includes payroll, payroll
taxes,  dues  and  subscriptions,  utilities  for  the corporate offices, health
insurance  for  the  employees,  general  liability  insurance, office supplies,
postage  and  freight,  professional  fees  for  accounting,  legal  and  other
consultants, corporate office rent, repairs and maintenance primarily for office
equipment,  telephone  expenses  and  travel  and  entertainment.

<PAGE>
Liquidity  and  Capital  Resources

Prior  to  our  inception  as a publicly owned company, we relied primarily upon
loans  originated  by  NRPI's  founder, Richard S. Astrom. These loans helped to
finance  working capital needs when operations did not provide enough cash flow.
Additionally,  we  have relied upon bank financing to acquire properties and pay
operational costs. The bank financing has required the personal guarantee of Mr.
Astrom.  In  the future, we need to acquire additional financing for the company
with  the  proceeds of mortgage funding or public or private offerings of stock.
However,  we  currently  have  sufficient  funds  to continue operations and new
acquisitions  will  also  supply  additional  funds  to  continue  operations.
Therefore,  any  future  funding  will  result  from  business  expansion and/or
improvements to our financial lending structure. Thus, we do not have a schedule
of  future  funds  to  be  acquired  and  quantified  because it is difficult to
estimate  when,  or  if, business expansion will occur or when, or if, financial
lucrative  opportunities  will  present themselves. If funds are required in the
future  they  may  be  generated from stock sales or from the mortgaging of real
estate.  The  can  be  no  assurance  that  any  such funds will be available on
favorable  terms  and  conditions  when  the  capital  is  required.

At  the  end  September  30, 1998, we had $13,754 in the bank and in the quarter
ending  December  1998  we  showed  a profit of $212,792. In the first months of
1999,  we raised approximately $557,500 from the sale of our securities. We will
use  these  monies  as  well  as  cash from stock sales for business operations.
Should  that cash flow prove insufficient, we expect to take defensive measures,
including  slowing  construction, acquiring additional mortgage financing and/or
selling  additional  stock.

Company  Background

NRPI  was  incorporated in Florida in 1993 and completed a reverse merger with a
Nevada  corporation  in  1994.  We  believe  that  the  Company  has  over  1200
stockholders.  Our common stock is currently publicly traded on the OTC Bulletin
Board.  We  finance  our real estate projects with first mortgages from banks at
bank rates. With our managerial and financial resources fully developed, we will
strive  to  be  a  leader in business and to set an example of how a profitable,
public company can use its assets and resources in conjunction with governmental
agencies  to  develop  and  improve  local  communities.

The  real  estate  market of South Florida is ripe for this type of development.
Thousands  of  homes  and lots go through foreclosure and abandonment yearly and
become available at attractive prices and fit our criteria. These properties can
become  the  inventory  for  us to buy and resell, and create profits. We do not
feed  off  financial  failure  and  economic  stagnation  but,  to the contrary,
encourage  economic  growth  not only by investing in older neighborhoods but by
providing  jobs  to  local  contractors.

There is an adequate supply of lots and dilapidated homes available to supply us
with  product  for  resale. The cities are mandated by public policy to maintain
the  neighborhoods  in  a  safe,  lawful and orderly manner, which includes that
vacant  houses  be boarded at all times. Owners of vacant houses are notified if
their  houses  are  not lawfully kept, after a short period of time the house is
demolished  at  the owner's expense and the lot left clear. We look to invest in
these  homes  either  before  or  after  demolition  at  the  appropriate price.


<PAGE>
In  order for us to buy real estate for our business of rehabilitating houses or
building  houses, construction financing is necessary. Through the years we have
constantly  had  difficulty in borrowing money from banks due to lack of cash in
the  corporate  bank  account. This is evidenced by the income of the years 1994
through  1997.  We have, however, improved our capital position through the sale
of  our  securities  and  the establishment of new bank financing relationships.
This enables us to increase our potential profitability by increasing the number
of  properties  we  are  developing.

In January, 1999, we completed a reverse split of our common stock on a 1 for 10
basis  and proceeded to raise approximately $557,500 from the issuance of common
stock  issued  as  a  result  of  conversion  of senior subordinated convertible
debentures pursuant to an exemption provided for under Rule 504 of Regulation D.
The  reverse  split was done in order to reduce the number of shares outstanding
so  that  it  would  be  possible  to  attract  additional  investment  capital.

The  Market  Environment

The  following  provides  a  description  of  the market environment in which we
currently  operate.

The  real  estate  values  of "starter homes" in the United States has kept pace
with  inflation  for  the past 30 years, while values of other areas of the real
estate market have gone through depression-like periods. These starter homes are
found  in  older  established  residential  neighborhoods.  In  particular,  the
increase  of  the  interest  rates to 20% in 1981 and the tax law change of 1986
severely  lowered  the  value  of  real estate. However, the market that we have
targeted  did not feel the same strains produced by the economy. These renovated
"starter  homes" were $30,000 in 1981; $45,000 in 1987; $60,000 in 1994; $70,000
in  1997,  and  $85,000  in  1999.

The  homes  sold  in  these  neighborhoods  are sold with low down payments. The
buyers  are  usually minorities and/or immigrants and first time homebuyers, not
often  educated  in  the  language  of home ownership. Since the 1960's, the big
cities  of the United States have been abandoned by the middle-class in favor of
the  suburbs, leaving the older and smaller dwellings to first-time home buyers.
Economists  refer  to  this  market  as  the  "affordable  housing"  market.

In  the  past,  buyers have filled low cost homes in the Miami market as soon as
they  became  available.  In  the 1950's, the market was veterans returning from
World  War  II  and  the  Korean  War.  In  the  1960's,  the influx of Hispanic
immigrants  into  Miami filled the void left by those people desiring to live in
the  suburbs.  Throughout  the  1970's  and 1980's, Haitians, Jamaicans, Cubans,
Nicaraguans,  Panamanians, Hondurans, Venezuelans, Mexicans, and Colombians have
made  Miami  their  home.  The immigration into this multi-cultural city has not
slowed  much  into  the  1990's.  Miami  has become a large ethnic blend of many
nationalities.  All  of these people need places to call home. It is within this
population  and  older  established  residential  neighborhoods  that  we  have
specialized  in  selling  houses  priced  less  than  $90,000.

Nationally,  home  ownership  is  only  27%  in  many of these inter-city areas.
Housing and Urban Development's ("HUD") national housing initiative goal is over
70%  home  ownership.  Our  goal  is  to  convert those tenants into homeowners.

<PAGE>

HUD  and  the  Federal  Housing  Administration  support  the  cities  and their
residential  neighborhoods  with  low  down  payment  housing  programs.  These
financing  programs  are  very favorable to lower income citizens. The Community
Reinvestment  Act  ("CRA")  requires banks to invest in these neighborhoods. The
government  favors  private  ownership  over  public  housing  and tenant-renter
situations.  It  is  up  to the private and public sectors to engage these sound
programs  and make them successful. We have taken that challenge by revitalizing
urban  neighborhoods  and,  in so doing, help hundreds of working-class families
realize  the  American  dream  of  home  ownership.

Business  Strategies

We have the established the following strategies in fulfilling the first part of
our  Business  Plan.

1.  (a)     Purchase  distressed  and foreclosed homes for approximately $15,000
that  need  as  much  as  $35,000  for  repairs.  The  total  investment usually
approaches $40,000 - $50,000. We then sell the home for $75,000 - $80,000 within
six  months.

   (b)     Purchase  vacant  lots  for  $7,500. We then contract with a building
contractor  to  build  a  1,300  square  foot  house for $55,000 and sell it for
$90,000  while under construction. Within six months the new home is built, sold
and  closed.  With  adequate  funds, hundreds of these homes can be purchased in
many  of  America's  large  metropolitan  cities.

The  HUD  programs  are  specifically  aimed  at the low income neighborhoods of
America  and  to  maintain  the  nation's  existing  housing  stock  which  has
depreciated  and  declined  due  to  foreclosures,  abandonment,  and  old  age.

2.  Subdivision development is a new area of the development business into which
we are currently embarking with  our initial project in Vero Beach called "Eagle
Trace."  This  market  is known as the retiree market selling to retirees moving
from  the  northern  cities  to  retire,  live close to golf courses, the ocean,
hospitals,  and shopping. The buyers are looking for a new home of approximately
1,800  square  feet,  two  car  garage,  and  possibly  a pool for approximately
$125,000.  The  land  and subdivision improvements costs us $10,000 per lot and,
with  sales  at $25,000 per lot, profit of $15,000 per lot are expected. We plan
on developing subdivisions of 70 to 100 homes. Additional profits will be earned
by  building  the  houses  in  the subdivision and selling the homes. Management
feels  that  at  that  size,  our  risk  is  limited.

3.   Apartment  development  is believed by management of the Company to be very
lucrative  due  to demand and high rental prices for new apartments in the South
Florida  region.  With  the  financing-mortgage  plans  available  to  NRPI,  we
anticipate  building  50 to 100 unit apartment projects and capture a niche that
is  not  being  developed  by  many  developers  in  South Florida at this time.

Competition

     The  market  for real estate development and housing construction is highly
competitive  and  subject  to  economic  changes,  regulatory  developments  and
emerging  industry  standards. We believe that the principal competitive factors
in its markets are conformance to building standards, reliability, safety, price
and  quality  of  its  final product. There can be no assurance that the Company
will  compete successfully in the future with respect to these or other factors.


<PAGE>
Employees

     As  of the date of this Form 8K report, substantially all of the activities
of  the  company  are  undertaken by its current officers and directors. We have
four  employees,  including  the  Company's  two  officers,  at the date of this
report.

FACILITIES

NRPI  currently maintains its executive offices on a rent-free basis pursuant to
a  month to month arrangement with Encore Builders, an unrelated firm which does
contract  construction  work  for  the  Company.


<PAGE>
                                RISK  FACTORS

In  this  section we highlight some of the risks associated with NRPI's business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

Management  will  maintain  voting  control

Following completion of the acquisition, the present principal shareholders will
maintain  voting  control  of  NRPI  based  on the issuance of 1,000,000 class A
common  shares,  which entitle the holder thereof to the equivalent of 20 common
share votes in any matter to be voted on by the shareholders of the Company. The
purpose  of  issuing  these  shares  is  to  ensure that current management will
maintain control of NRPI despite maintaining beneficial ownership of less than a
majority of the shares of NRPI's common stock. Furthermore, the disproportionate
vote  afforded  the  class  A  common  stock  will  prevent  or impede potential
acquirers from seeking to acquire control of NRPI, which could have a depressive
effect  on  the  price  of  our  common  stock

Management  controls  the  Company's  funds

Management has broad discretion over how to spend the funds held by the Company.
Although  management  will  endeavor  to  act  in  the  best  interests  of  the
shareholders,  there  can  be no assurance that the decision to utilize proceeds
will  prove  profitable  to  NRPI.

OTC  Bulletin  Board  listing  requirements

Under  the  new rules for continued listing on the Bulletin Board, companies are
required to become and remain fully reporting. Although NRPI intends to complete
all future required filings on a timely basis, there can be no assurance that we
will  not  be  de-listed  from the Bulletin Board. If de-listed, the market will
almost  certainly  reflect  a  depressive  effect  on the price of NRPI's common
stock.

Penny  stock  regulations  and  requirements  for  low  priced  stock

Based  upon  the  price  of  NRPI's  common stock as currently traded on the OTC
Bulletin  Board,  NRPI may be subject to Rule 15g-9 under the Exchange Act which
imposes  additional  sales  practice  requirements  on broker-dealers which sell
securities  to  persons  other  than  established  customers  and  "accredited
investors."  For  transactions covered by this Rule, a broker-dealer must make a
special  suitability  determination  for  the  purchaser  and  have  received  a
purchasers  written  consent to the transaction prior to sale. Consequently, the
Rule  may  adversely affect the ability of the broker-dealers to sell our common
stock  and  could  have a negative effect on the ability of shareholders to sell
common  shares  of  NRPI  in  the  secondary  market.

The  Commission adopted regulations which generally define a "penny stock" to be
any  non-Nasdaq  equity  security that has a market price of less than $5.00 per
share,  subject  to  certain  exceptions.  Since NRPI's securities are currently
subject  to  the  existing  rules on penny stock, your ability to liquidate your
shares  could  be  severely  diminished.


<PAGE>
Stock  prices  are  unpredictable

General  market  price  declines  or  market  volatility  in the future could be
negative  with  respect  to  the price of our common stock. In recent years, the
stock  markets  in  general, and securities of small capitalization companies in
particular,  have  experienced  extreme  price  fluctuations in response to such
occurrences  as  quarterly  variations in operating results, changes in earnings
estimates, and announcements concerning strategic relationships and other events
or  facts. This pattern of extreme volatility in the stock market, which in many
cases  was  unrelated  to actual operating performance, could cause the price of
NRPI's  common  stock  to  go  down.

Investor's  entire  investment  could  be  lost

You  should  be  aware  that  if  we  are not successful in the operation of our
current business, or any future acquisition endeavors, your entire investment in
the  common  stock  of NRPI could become worthless. Even if we are successful in
our  operations  and  potential  acquisitions,  it  is not certain that you will
derive  a  profit  from  your  investment  in  NRPI.

The  Company  will  need  additional  funds

NRPI  will  require  substantial  additional  funding to further its real estate
operations and business objectives. Although management believes that such funds
will become available from sources including cash flow from business operations,
bank  loans,  factoring  or  sale of additional stock, it has not formulated any
specific  plan for raising additional funds, including sale of additional equity
securities,  as  of  the date of this report. If  our capital is insufficient to
conduct  our business  and  if we are unable to obtain needed financing, we will
be  unable to pursue our business plan.  We  have  not  thoroughly  investigated
whether  this  capital  would be available,  who  would  provide it, and on what
terms.  If  we  are  unable to raise the  capital  required to fund our proposed
projects,  on acceptable terms, our business may be  seriously  harmed  or  even
terminated.  It is not certain that we will be able to obtain additional funding
or,  if  obtained, that the terms of such funding would be favorable. This means
that  your  shares  of  common  stock  could  lose  much  of  their  value.

NRPI  may  not  be  successful

NRPI  competes  in  the highly competitive market of real estate development and
housing  construction.  Our  prospects for success will depend on our ability to
successfully  market  our  houses  to  buyers.  As  a  result, demand and market
acceptance  for  our  houses  is  subject  to  a  high  level of uncertainty. We
currently have limited financial, personnel and other resources to undertake the
extensive  activities  that  will  be  necessary to acquire and build houses and
related  real estate projects. If we are unable to expand our marketing efforts,
we  will  not  generate  substantial  additional  revenues.

NRPI  relies  on  its  management

NRPI  is  dependent  upon  the  members  of  management set forth herein. If the
current  management  is no longer able to provide services to NRPI, our business
will  be  negatively  affected.   No  member  of management is currently serving
under  a  written  employment  agreement.


<PAGE>
Additional  capital  financing  may  affect  ability  to  sell

NRPI's  common stock currently trades on the OTC Bulletin Board under the symbol
NRPI.  Stocks  trading  on  the  OTC  Bulletin Board generally attract a smaller
number  of  market  makers and a less active public market and may be subject to
significant volatility. If we raise additional money from the sale of our stock,
the  market  price  could  drop  and  your  ability  to sell your stock could be
diminished.

Super  voting  rights  granted  to  current  management

Our  board  of  directors  can  issue  "super  voting"  Class  A  common  stock
without  shareholder  consent  and  dilute  the  voting  rights  or  otherwise
significantly  affect the rights of existing shareholders. The present principal
shareholders  will  maintain  voting  control  of  NRPI based on the issuance of
1,000,000  class  A  common  shares  on  June 17, 1999, which entitle the holder
thereof (Christopher Astrom) to 20 common stock equivalent votes for every Class
A  share  held.  The  purpose  of issuing these shares is to ensure that current
management  will  maintain  control  of  NRPI  despite  maintaining  beneficial
ownership  of  less  than  a  majority of the shares of NRPI's common stock.  An
additional  1,000,000 of the authorized 2,000,000 shares of Class A common stock
is  available for issuance.  The Class A common stock is non-transferable except
to  a  family  member.

Volatile  market  for  NRPI  common  stock

The  market  for  our  common  stock  is  very volatile.  Our stock is presently
trading  on  the  OTC bulletin board maintained by Nasdaq under the symbol NRPI.
While  in the past there has been limited volume in trading in the public market
for  the  NRPI  common  stock,  and  there  can  be  no  assurance  that  a more
active  trading  market  will  develop or be sustained.  The market price of the
shares  of  common  stock  is  likely  to  be  highly  volatile  and  may  be
significantly  affected  by  factors  such  as  fluctuations  in  our  operating
results,  announcements  of  technological  innovations  or  new  products
and/or  services  by  us  or  our  competitors,  governmental  regulatory
action,  developments  with  respect  to  patents  or  proprietary  rights  and
general  market  conditions.


                                USE  OF  PROCEEDS

NRPI  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

<PAGE>
                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with NRPI for consulting
services  they  provided  to  NRPI.  The  Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as of February 17, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>



<S>                <C>                                <C>               <C>                                <C>


                                                                                                            % OF SHARES
                   NUMBER OF                          NUMBER OF SHARES                                      OWNED BY
SELLING            SHARES OWNED                       REGISTERED BY        NUMBER OF SHARES                SHAREHOLDER
SHAREHOLDERS       BEFORE SALE                        PROSPECTUS           OWNED AFTER SALE                AFTER SALE
_____________      ____________                       _________________   ___________________              ______________

M. Richard Cutler  715,000 (1)                           260,000              455,000                             3.16%

Brian A. Lebrecht  220,000                                80,000              140,000                             0.97%

Vi Bui             165,000                                60,000              105,000                             0.72%

James Stubler      137,500                                50,000               87,500                             0.61%

Samuel Eisenberg    50,000                                50,000                  0                               0.00%

</TABLE>

(1)     Of  such shares, 455,000 are held by MRC Legal Services Corporation.  M.
Richard  Cutler  is  the  beneficial  owner  of  MRC Legal Services Corporation.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.


<PAGE>
In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Dihle  &  Co.  PC.


                                     EXPERTS

The  balance  sheets  as  of  September  30, 1998 and September 30, 1999 and the
statements  of  operations,  shareholders' equity and cash flows for the periods
then  ended  of  NRPI  have  been incorporated by reference in this Registration
Statement  in  reliance  on  the  report  of  Baum  & Company, P.A., independent
accountants,  given  on  the authority of that firm as experts in accounting and
auditing.


<PAGE>



                                     PART  II

                   INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form  8-K  for  an  event  on  February 10, 2000, filed on
February  16,  2000.

(ii)     Registrant's  Form  10-SB (in the name of MAS Acquisition XV Corp., the
Company's  predecssor)  filed  on  December  27,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Dihle  &  Co.,  P.C.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of Delaware and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*3.1     Articles  of  Incorporation - National Rehab Properties, Inc. (Florida)
*3.2     Articles  of  Incorporation  -  National Rehab Properties, Inc- Nevada
         (Mister  Las  Vegas)
*3.3     Bylaws
*3.4     Written  Consent  in  Lieu of Combined Special Meeting of Directors and
         Shareholders  dated  June  17,  1999
*3.5     Written  Consent  in  Lieu of Combined Special Meeting of Directors and
         Shareholders  dated  March  1,  1999
*4.1     Specimen  Stock  Certificate
5        Opinion  of  Dihle  &  Co.,  P.C.
*10.1    Consulting  Agreement  with  M.  Richard Cutler, Brian A. Lebrecht, Vi
         Bui, James Stubler and Samuel  Eisenberg  dated  February  10,  2000.
23.1     Consent  of  Baum  & Company, P.A., independent public accountants
________________________

<PAGE>
*  Incorporated  by  reference  to  NRPI's Form 8-K, filed on February 16, 2000.

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
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

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

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(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  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  Securities 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 is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Miami,  State  of Florida, on February 17, 2000.



     NATIONAL  REHAB  PROPERTIES,  INC.



/s/ Richard Astrom
By:     Richard  Astrom
Its:    President,  Chief  Executive  Officer
        and  Chairman  of  the  Board



     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.




/s/ Richard Astrom         President,  Chief  Executive  Officer  and  Director
Richard  Astrom



/s/ Christopher Astrom     Vice  President,  Secretary  and  Director
Christopher  Astrom
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 56390}]
{"company-data": {"conformed-name": "NATIONAL REHAB PROPERTIES NV INC", "cik": "0001096840", "assigned-sic": "1520", "irs-number": "650439467", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30796", "film-number": "549792"}, "business-address": {"street1": "610 NEWPORT CENTER DR", "street2": "SUITE 800", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9497191977"}, "mail-address": {"street1": "610 NEWPORT CENTER DR.", "street2": "SUITE 800", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON FEBRUARY 18, 2000
                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                         NATIONAL REHAB PROPERTIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             NEVADA                                           65-0439467
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                              2921 NW Sixth Avenue
                              Miami, Florida 33127
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                                 Richard Astrom
                              2921 NW Sixth Avenue
                              Miami, Florida 33127
                                 (305) 573-8882
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                               Gordon Dihle, Esq.
                                Dihle & Co., P.C.
                        2922 Evergreen Parkway, Suite 320
                            Evergreen, Colorado 80439
                                 (303) 679-6018

                         CALCULATION OF REGISTRATION FEE
Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee

Common Stock,
par value $0.001          500,000         $ 0.26 (1)                 $130,000               $34.32
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
February  15,  2000.
EXPLANATORY  NOTE

National  Rehab  Properties,  Inc.  ("NRPI")  has  prepared  this  Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  $.001  par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus NRPI prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings  and  resales of up to 500,000 shares of common stock
acquired  by  the  selling  shareholders.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

NRPI  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  NRPI does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.
REOFFER  PROSPECTUS

                          NATIONAL  REHAB  PROPERTIES,  INC.
                             2921  NW  SIXTH  AVENUE
                             MIAMI,  FLORIDA  33127
                               (305)  573-8882

                        500,000  SHARES  OF  COMMON  STOCK

The  shares  of  common  stock,  $0.001  par  value per share, of National Rehab
Properties,  Inc. ("NRPI"or the "Company") offered hereby (the "Shares") will be
sold  from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders").  The Selling Shareholders
acquired  the  Shares pursuant to a Consulting Agreement for consulting services
that  the  Selling  Shareholders  provided  to  NRPI.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices or in negotiated transactions.  NRPI will not receive
proceeds  from  any  of  the  sale  the Shares.  NRPI is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

NRPI's  common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol  "NRPI."

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  11.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                February 17, 2000
TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . . . . . .          2
Incorporated  Documents . . . . . . . . . . . . . . . . . . .           2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . .          3
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . .          11
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . .          13
Selling  Shareholders . . . . . . . . . . . . . . . . . . . .          14
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . .         14
Legal  Matters . . . . . . . . . . . . . . . . . . . . . . . .         15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . .          15
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

NRPI is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows NRPI to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

NRPI's  Report  on  Form  8-K, dated February 10, 2000 is incorporated herein by
reference.  NRPI  also  incorporates herein by reference the Form 10-SB filed by
MAS  Acquisition XV Corp., the Company's predecessor, filed on October 27, 1999.
In  addition,  all  documents  filed  or subsequently filed by the Company under
Sections  13(a),  13(c), 14 and 15(d) of the 1934 Act, before the termination of
this  offering,  are  incorporated  by  reference.
The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at NRPI at NRPI's executive offices, located at 2921
NW  Sixth  Avenue,  Miami,  Florida  33127.  NRPI's  telephone  number  is (305)
573-8882.

                                   THE  COMPANY
BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

SUMMARY

NRPI  was  formed  on  October  1,  1993. On August 17, 1995, we became a public
company  as  a  result  of  a  merger  with  an already existing public company.

We  specialize  in  investing  in  and  revitalizing  homes in established older
residential  neighborhoods  in  urban  areas.  Many  of  these  homes  have been
abandoned  by  the middle-class who typically move outward from the inner cities
into  the  newer  suburban developments. We either buy vacant property and build
single  family homes or we buy abandoned homes and complete all renovations. Our
purpose  is  to  sell the homes for a profit. Renovated or rebuilt starter homes
were  valued at approximately $30,000 in 1981, $45,000 in 1987, $60,000 in 1994,
$70,000  in 1997, and $85,000 in 1999. The years ahead should find properties in
this  affordable  housing  market  at  the  $90,000  range  or  higher.

Our  target  market  has  been  fruitful  over  the past 30 years, regardless of
national  inflation  or  economic  stagnation. We believe the real estate market
will  continue  to  provide  a  reasonable  opportunity for our company's future
investments.  Based  upon  the  great  number  of  foreclosures  and  abandoned
properties  each year, we have a bountiful supply of lots and dilapidated homes,
which  meet  our  business  model  criteria.

NRPI  has  a  successful  record  of  identifying  and  purchasing distressed or
foreclosed  properties,  completing  renovations on those properties rapidly and
inexpensively,  and  marketing the properties to qualified first-time buyers who
can  buy  the  properties  with  little  or no down payment. We typically sell a
property  for  $90,000  and  produce  a profit of $15,000 per sale. The complete
buy-repair  or  build-resell  process  for each property takes approximately six
months. The intended result is an annual pre-tax return of approximately $30,000
on  a  $60,000  investment.
The  United  States  Department  of  Housing and Urban Development (HUD) and the
Federal  Housing  Administration  (FHA) support the cities and their residential
neighborhoods  with programs designed to work with developers to create low down
payment  housing.  Being  favorable to lower income citizens, these programs are
non-subsidized  by  the  government  and  carry their own weight in Washington's
bureaucratic  environment where charity is often scorned. As a rule, the federal
government  favors  private  ownership  over  public  housing  and tenant/renter
situations.  The  HUD  and FHA programs are specifically aimed at the low-income
neighborhoods of America in an attempt to maintain the nation's existing housing
stock which has depreciated and declined due to foreclosure, abandonment and old
age.  The Community Reinvestment Act (CRA) requires banks all over the nation to
invest  in  these  neighborhoods.  It is up to the private and public sectors to
engage these encouraging and sound programs and make them successful. NRPI takes
advantage  of  that challenge by revitalizing abandoned urban neighborhoods, and
in so doing, helps hundreds of working-class families realize the American dream
of  home  ownership.

NRPI's  business is real estate and in order to buy real estate for our business
of  rehabilitating  houses  or  building  houses,  construction  financing  is
necessary.  Through  the  years  we  have constantly had difficulty in borrowing
money  from  banks  due  to  lack of cash in the corporate bank account. This is
evidenced  by  the  income  for the years 1994 through 1997-- Federal Income Tax
reports were as follows: $61,965 - 1994; $73,886 - 1995; $76,684 - 1996; $20,369
- 1997; ($344,064) - 1998). In May of 1997, we entered into a line of credit for
$1,500,000 with an investment banking company. The interest rate was between 15%
and 18% per year with an equal amount in placement fees. Additionally, we had to
give  the  lender  4,000,000  shares of restricted stock. Our board entered into
this  agreement due to lack of credit for the rehabilitation of houses. In 1997,
we  opened  an  office  in  New  Orleans, Louisiana because that city has 39,000
declared  houses  in need of repair. In 1997 and 1998, we completed 25 houses in
New  Orleans  and,  between  the  points  and  interest,  we  lost approximately
$240,000.  In  1998, we left New Orleans as it was determined that the excessive
rate  of  interest  being  charged  for  the  money  borrowed  NRPI could not be
profitable.  As  of  December 31, 1998, the inventory of company-owned houses in
New  Orleans,  houses  with  the  excessively  high interest rates, was zero. In
December 1998, we filed a lawsuit against the lender and its president for civil
usury  in Dade County Circuit Court. In that lawsuit we are asking for return of
principal, damages and return of the stock issued to the defendants, et al. That
stock (400,000 shares post split) is currently partially held in escrow with the
courts  and  partially  still  in  restricted  form  pending  the  result of the
litigation.

In  January, 1999, we completed a reverse split of our stock on a 1 for 10 basis
and  raised $557,500 from the sale and/or conversion into common stock of senior
subordinated  debentures.  In  addition,  we  raised  $211,500  from the sale of
restricted  stock  during  the  1999  fiscal year. The reverse split was done in
order to reduce the number of shares outstanding so that it would be possible to
attract  investment  capital  from  the  sale  of  our  common  stock.

Present  Operations

Our  offices  are  located  at  2921 NW 6th Avenue, Miami, Florida 33127 and our
telephone  number  is  (305)  573-8882.

Our  business  is  currently  based in Miami where we intend to build 100 houses
annually.  As  a  public  Company,  National  Rehab  Properties,  Inc. is traded
over-the-counter  as  a  bulletin  board  stock  under  the  symbol  NRPI.
In  1999,  we  purchased 17 building sites in Miami for cash, filed for building
permits  and  are  proceeding forward with construction. A profit of $300,000 is
projected from the completion of these sales. Those houses will be encumbered by
mortgages  from  a  Miami  lending  institution. The decision to build houses in
Miami  was  the  result  of a market study showing a large demand for first time
buyer  homes  and  the  large  number  of  vacant lots in the mature residential
neighborhoods  NRPI  is  accustomed  to dealing in. Due to our cash position, we
expect  to  acquire  construction  financing  for  the  Miami project. The Miami
project  of  100  houses  is  contingent  upon  construction  financing.

NRPI  has  made  a  deposit  on a 20 acre tract of land with a purchase price of
$280,000  in Vero Beach, Florida. We anticipate improving the land with road and
utilities  and platting the land for 100 single family home sites. We believe we
can  obtain a land and acquisition loan from a local lending institution for the
cost of construction of improvements to the land. We further anticipate building
the  houses  with  construction  financing and reselling the houses in the local
economy. We have funds available to purchase the land without the need to obtain
additional  financing.  The  project,  known  as  "Eagle Trace," is estimated to
create  a  profit  of  $3,500,000.  This project is contingent upon construction
financing  for  the  land  improvements  and  home  construction.

NRPI  has  signed a letter of intent to purchase an aluminum manufacturing plant
that  produces  aluminum and glass railings, storm shutters and aluminum windows
for sale in South Florida. In 1998, the aluminum company had $4,600,000 in sales
revenues,  however it was not profitable due to lack of cash to finance the sale
of  its  products awaiting construction draws. NRPI Properties, Inc. may acquire
80%  of  the  company.  If  this  entity  is  acquired,  all  financials will be
consolidated  with  our  company.  We  anticipate  acquiring  financing  for the
aluminum  company's  receivables  through  a  factoring  company. The receivable
financing  will  be the only debt of the aluminum company. We have the funds for
initial  acquisition,  however,  the  receivable  financing funds are not yet in
place and therefore the potential profitability of the acquisition target is not
secure.  We  feel  that the supply of users for the target's products is immense
because  the  acquisition  target is one of three companies that are licensed to
build  products  passing  the  newest hurricane protection laws. There can be no
assurance that the contemplated acquisition will occur and, if consummated, that
it  will  provide  profitable  operations  for  our  business.

Management's  Discussion  of  Operations

The  following  is  a  discussion  of  the  financial  condition  and results of
operations  of our operations for the 12 month period commencing October 1, 1997
until  the  close of the fiscal year September 30, 1998. The financial condition
information  does not include the accounts of NRPI after the close of the fiscal
year  ending  September  30,  1998,  however, the period of 1994 through 1999 is
discussed.  We  are  current  in  our  federal  and  state  tax  filings.

We  specialize  in  renovating or rebuilding starter homes. Renovated or rebuilt
starter  homes  were  valued  at approximately $30,000 in 1981, $45,000 in 1987,
$60,000  in  1994,  $70,000 in 1997, and $85,000 in 1999. The years ahead should
find  properties  in  this  affordable  housing  market  at the $90,000 range or
higher.  Over  the  past  30  years, the market we have targeted continues to be
fruitful regardless of national inflation or economic stagnation. We believe the
real  estate  market  will  continue  to  be  ripe  for  our future investments.
Thousands  of  homes  suffer foreclosure and abandonment every year, creating an
abundant  supply  of  lots  and  dilapidated  homes,  which  fit  our investment
criteria.
We  have  a  successful  record  of  identifying  and  purchasing  distressed or
foreclosed  properties,  completing  renovations on those properties rapidly and
inexpensively,  and  marketing the properties to qualified first-time buyers who
can  buy  the  properties  with  little  or no down payment. We typically sell a
property  for  $90,000  and  produce  a profit of $15,000 per sale. The complete
buy-repair  or  build-resell  process  for each property takes approximately six
months. The intended result is an annual pre-tax return of approximately $30,000
on  a  $60,000  investment.

Operational  History

Our  business  involves the real estate industry and in order to buy real estate
for  our  business  of  rehabilitating  houses  or building houses, construction
financing  is necessary. Through the years, we have constantly had difficulty in
borrowing  money  from  banks due to lack of cash in the corporate bank account.
This  is  evidenced  by  the  income  of the years 1994 through 1997 as follows:

     Federal  Income  Tax  report  for  the  years  1994  though  1997:

     $61,965  -  1994;
     $73,886  -  1995;
     $76,684  -  1996;
     $20,369  -  1997;
  ($344,064)  -  1998.

In  May  of  1997 we obtained a line of credit for $1,500,000 with an investment
banking  company.  The  interest  rate  was between 15% and 18% per year with an
equal  amount  in  placement  fees.  Additionally,  we  had  to  give the lender
4,000,000 shares of restricted stock. We entered into this agreement due to lack
of  credit  for the rehabilitation of houses. In 1997 we opened an office in New
Orleans,  Louisiana  because  that  city  has  39,000 declared houses in need of
repair.  In 1997 and 1998, we completed 25 houses in New Orleans and between the
points and interest we lost approximately $240,000. In 1998, we left New Orleans
as it was determined that, with the excessive rate of interest being charged for
the  money borrowed, we could not be profitable. As of December 31, 1998, we had
no  more  houses in inventory the inventory. In December 1998 we filed a lawsuit
in  Dade  County  Circuit  Court  against the lender and its president for civil
usury.  In  that lawsuit we asked for return of principal, damages and return of
the  stock  issued  to the defendants. That stock (400,000 shares post split) is
currently  partially  held  in  escrow  with  the  courts and partially still in
restricted  form  pending  the  result  of  the  litigation.

In  1997  we  wrote  off  a  receivable of $105,000 due to the bankruptcy of the
debtor,  an  original  incorporator  of  NRPI.

In  January, 1999 we completed a reverse split of our common stock on a 1 for 10
basis  and  proceeded  to  raise  $557,500  from the sale and/or conversion into
common  stock of senior subordinated debentures. In addition, the Company raised
$211,500  from the sale of our restricted stock during the 1999 fiscal year. The
reverse  split  was  done in order to reduce the number of shares outstanding so
that  it  would  be  possible  to attract investment capital through the sale of
common  stock.

Overhead

The  monthly  costs  of  our corporate offices are estimated to be approximately
$20,000  per  month.  The  monthly  expense of $20,000 includes payroll, payroll
taxes,  dues  and  subscriptions,  utilities  for  the corporate offices, health
insurance  for  the  employees,  general  liability  insurance, office supplies,
postage  and  freight,  professional  fees  for  accounting,  legal  and  other
consultants, corporate office rent, repairs and maintenance primarily for office
equipment,  telephone  expenses  and  travel  and  entertainment.
Liquidity  and  Capital  Resources

Prior  to  our  inception  as a publicly owned company, we relied primarily upon
loans  originated  by  NRPI's  founder, Richard S. Astrom. These loans helped to
finance  working capital needs when operations did not provide enough cash flow.
Additionally,  we  have relied upon bank financing to acquire properties and pay
operational costs. The bank financing has required the personal guarantee of Mr.
Astrom.  In  the future, we need to acquire additional financing for the company
with  the  proceeds of mortgage funding or public or private offerings of stock.
However,  we  currently  have  sufficient  funds  to continue operations and new
acquisitions  will  also  supply  additional  funds  to  continue  operations.
Therefore,  any  future  funding  will  result  from  business  expansion and/or
improvements to our financial lending structure. Thus, we do not have a schedule
of  future  funds  to  be  acquired  and  quantified  because it is difficult to
estimate  when,  or  if, business expansion will occur or when, or if, financial
lucrative  opportunities  will  present themselves. If funds are required in the
future  they  may  be  generated from stock sales or from the mortgaging of real
estate.  The  can  be  no  assurance  that  any  such funds will be available on
favorable  terms  and  conditions  when  the  capital  is  required.

At  the  end  September  30, 1998, we had $13,754 in the bank and in the quarter
ending  December  1998  we  showed  a profit of $212,792. In the first months of
1999,  we raised approximately $557,500 from the sale of our securities. We will
use  these  monies  as  well  as  cash from stock sales for business operations.
Should  that cash flow prove insufficient, we expect to take defensive measures,
including  slowing  construction, acquiring additional mortgage financing and/or
selling  additional  stock.

Company  Background

NRPI  was  incorporated in Florida in 1993 and completed a reverse merger with a
Nevada  corporation  in  1994.  We  believe  that  the  Company  has  over  1200
stockholders.  Our common stock is currently publicly traded on the OTC Bulletin
Board.  We  finance  our real estate projects with first mortgages from banks at
bank rates. With our managerial and financial resources fully developed, we will
strive  to  be  a  leader in business and to set an example of how a profitable,
public company can use its assets and resources in conjunction with governmental
agencies  to  develop  and  improve  local  communities.

The  real  estate  market of South Florida is ripe for this type of development.
Thousands  of  homes  and lots go through foreclosure and abandonment yearly and
become available at attractive prices and fit our criteria. These properties can
become  the  inventory  for  us to buy and resell, and create profits. We do not
feed  off  financial  failure  and  economic  stagnation  but,  to the contrary,
encourage  economic  growth  not only by investing in older neighborhoods but by
providing  jobs  to  local  contractors.

There is an adequate supply of lots and dilapidated homes available to supply us
with  product  for  resale. The cities are mandated by public policy to maintain
the  neighborhoods  in  a  safe,  lawful and orderly manner, which includes that
vacant  houses  be boarded at all times. Owners of vacant houses are notified if
their  houses  are  not lawfully kept, after a short period of time the house is
demolished  at  the owner's expense and the lot left clear. We look to invest in
these  homes  either  before  or  after  demolition  at  the  appropriate price.
In  order for us to buy real estate for our business of rehabilitating houses or
building  houses, construction financing is necessary. Through the years we have
constantly  had  difficulty in borrowing money from banks due to lack of cash in
the  corporate  bank  account. This is evidenced by the income of the years 1994
through  1997.  We have, however, improved our capital position through the sale
of  our  securities  and  the establishment of new bank financing relationships.
This enables us to increase our potential profitability by increasing the number
of  properties  we  are  developing.

In January, 1999, we completed a reverse split of our common stock on a 1 for 10
basis  and proceeded to raise approximately $557,500 from the issuance of common
stock  issued  as  a  result  of  conversion  of senior subordinated convertible
debentures pursuant to an exemption provided for under Rule 504 of Regulation D.
The  reverse  split was done in order to reduce the number of shares outstanding
so  that  it  would  be  possible  to  attract  additional  investment  capital.

The  Market  Environment

The  following  provides  a  description  of  the market environment in which we
currently  operate.

The  real  estate  values  of "starter homes" in the United States has kept pace
with  inflation  for  the past 30 years, while values of other areas of the real
estate market have gone through depression-like periods. These starter homes are
found  in  older  established  residential  neighborhoods.  In  particular,  the
increase  of  the  interest  rates to 20% in 1981 and the tax law change of 1986
severely  lowered  the  value  of  real estate. However, the market that we have
targeted  did not feel the same strains produced by the economy. These renovated
"starter  homes" were $30,000 in 1981; $45,000 in 1987; $60,000 in 1994; $70,000
in  1997,  and  $85,000  in  1999.

The  homes  sold  in  these  neighborhoods  are sold with low down payments. The
buyers  are  usually minorities and/or immigrants and first time homebuyers, not
often  educated  in  the  language  of home ownership. Since the 1960's, the big
cities  of the United States have been abandoned by the middle-class in favor of
the  suburbs, leaving the older and smaller dwellings to first-time home buyers.
Economists  refer  to  this  market  as  the  "affordable  housing"  market.

In  the  past,  buyers have filled low cost homes in the Miami market as soon as
they  became  available.  In  the 1950's, the market was veterans returning from
World  War  II  and  the  Korean  War.  In  the  1960's,  the influx of Hispanic
immigrants  into  Miami filled the void left by those people desiring to live in
the  suburbs.  Throughout  the  1970's  and 1980's, Haitians, Jamaicans, Cubans,
Nicaraguans,  Panamanians, Hondurans, Venezuelans, Mexicans, and Colombians have
made  Miami  their  home.  The immigration into this multi-cultural city has not
slowed  much  into  the  1990's.  Miami  has become a large ethnic blend of many
nationalities.  All  of these people need places to call home. It is within this
population  and  older  established  residential  neighborhoods  that  we  have
specialized  in  selling  houses  priced  less  than  $90,000.

Nationally,  home  ownership  is  only  27%  in  many of these inter-city areas.
Housing and Urban Development's ("HUD") national housing initiative goal is over
70%  home  ownership.  Our  goal  is  to  convert those tenants into homeowners.
HUD  and  the  Federal  Housing  Administration  support  the  cities  and their
residential  neighborhoods  with  low  down  payment  housing  programs.  These
financing  programs  are  very favorable to lower income citizens. The Community
Reinvestment  Act  ("CRA")  requires banks to invest in these neighborhoods. The
government  favors  private  ownership  over  public  housing  and tenant-renter
situations.  It  is  up  to the private and public sectors to engage these sound
programs  and make them successful. We have taken that challenge by revitalizing
urban  neighborhoods  and,  in so doing, help hundreds of working-class families
realize  the  American  dream  of  home  ownership.

Business  Strategies

We have the established the following strategies in fulfilling the first part of
our  Business  Plan.

1.  (a)     Purchase  distressed  and foreclosed homes for approximately $15,000
that  need  as  much  as  $35,000  for  repairs.  The  total  investment usually
approaches $40,000 - $50,000. We then sell the home for $75,000 - $80,000 within
six  months.

   (b)     Purchase  vacant  lots  for  $7,500. We then contract with a building
contractor  to  build  a  1,300  square  foot  house for $55,000 and sell it for
$90,000  while under construction. Within six months the new home is built, sold
and  closed.  With  adequate  funds, hundreds of these homes can be purchased in
many  of  America's  large  metropolitan  cities.

The  HUD  programs  are  specifically  aimed  at the low income neighborhoods of
America  and  to  maintain  the  nation's  existing  housing  stock  which  has
depreciated  and  declined  due  to  foreclosures,  abandonment,  and  old  age.

2.  Subdivision development is a new area of the development business into which
we are currently embarking with  our initial project in Vero Beach called "Eagle
Trace."  This  market  is known as the retiree market selling to retirees moving
from  the  northern  cities  to  retire,  live close to golf courses, the ocean,
hospitals,  and shopping. The buyers are looking for a new home of approximately
1,800  square  feet,  two  car  garage,  and  possibly  a pool for approximately
$125,000.  The  land  and subdivision improvements costs us $10,000 per lot and,
with  sales  at $25,000 per lot, profit of $15,000 per lot are expected. We plan
on developing subdivisions of 70 to 100 homes. Additional profits will be earned
by  building  the  houses  in  the subdivision and selling the homes. Management
feels  that  at  that  size,  our  risk  is  limited.

3.   Apartment  development  is believed by management of the Company to be very
lucrative  due  to demand and high rental prices for new apartments in the South
Florida  region.  With  the  financing-mortgage  plans  available  to  NRPI,  we
anticipate  building  50 to 100 unit apartment projects and capture a niche that
is  not  being  developed  by  many  developers  in  South Florida at this time.

Competition

     The  market  for real estate development and housing construction is highly
competitive  and  subject  to  economic  changes,  regulatory  developments  and
emerging  industry  standards. We believe that the principal competitive factors
in its markets are conformance to building standards, reliability, safety, price
and  quality  of  its  final product. There can be no assurance that the Company
will  compete successfully in the future with respect to these or other factors.
Employees

     As  of the date of this Form 8K report, substantially all of the activities
of  the  company  are  undertaken by its current officers and directors. We have
four  employees,  including  the  Company's  two  officers,  at the date of this
report.

FACILITIES

NRPI  currently maintains its executive offices on a rent-free basis pursuant to
a  month to month arrangement with Encore Builders, an unrelated firm which does
contract  construction  work  for  the  Company.
RISK  FACTORS

In  this  section we highlight some of the risks associated with NRPI's business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

Management  will  maintain  voting  control

Following completion of the acquisition, the present principal shareholders will
maintain  voting  control  of  NRPI  based  on the issuance of 1,000,000 class A
common  shares,  which entitle the holder thereof to the equivalent of 20 common
share votes in any matter to be voted on by the shareholders of the Company. The
purpose  of  issuing  these  shares  is  to  ensure that current management will
maintain control of NRPI despite maintaining beneficial ownership of less than a
majority of the shares of NRPI's common stock. Furthermore, the disproportionate
vote  afforded  the  class  A  common  stock  will  prevent  or impede potential
acquirers from seeking to acquire control of NRPI, which could have a depressive
effect  on  the  price  of  our  common  stock

Management  controls  the  Company's  funds

Management has broad discretion over how to spend the funds held by the Company.
Although  management  will  endeavor  to  act  in  the  best  interests  of  the
shareholders,  there  can  be no assurance that the decision to utilize proceeds
will  prove  profitable  to  NRPI.

OTC  Bulletin  Board  listing  requirements

Under  the  new rules for continued listing on the Bulletin Board, companies are
required to become and remain fully reporting. Although NRPI intends to complete
all future required filings on a timely basis, there can be no assurance that we
will  not  be  de-listed  from the Bulletin Board. If de-listed, the market will
almost  certainly  reflect  a  depressive  effect  on the price of NRPI's common
stock.

Penny  stock  regulations  and  requirements  for  low  priced  stock

Based  upon  the  price  of  NRPI's  common stock as currently traded on the OTC
Bulletin  Board,  NRPI may be subject to Rule 15g-9 under the Exchange Act which
imposes  additional  sales  practice  requirements  on broker-dealers which sell
securities  to  persons  other  than  established  customers  and  "accredited
investors."  For  transactions covered by this Rule, a broker-dealer must make a
special  suitability  determination  for  the  purchaser  and  have  received  a
purchasers  written  consent to the transaction prior to sale. Consequently, the
Rule  may  adversely affect the ability of the broker-dealers to sell our common
stock  and  could  have a negative effect on the ability of shareholders to sell
common  shares  of  NRPI  in  the  secondary  market.

The  Commission adopted regulations which generally define a "penny stock" to be
any  non-Nasdaq  equity  security that has a market price of less than $5.00 per
share,  subject  to  certain  exceptions.  Since NRPI's securities are currently
subject  to  the  existing  rules on penny stock, your ability to liquidate your
shares  could  be  severely  diminished.
Stock  prices  are  unpredictable

General  market  price  declines  or  market  volatility  in the future could be
negative  with  respect  to  the price of our common stock. In recent years, the
stock  markets  in  general, and securities of small capitalization companies in
particular,  have  experienced  extreme  price  fluctuations in response to such
occurrences  as  quarterly  variations in operating results, changes in earnings
estimates, and announcements concerning strategic relationships and other events
or  facts. This pattern of extreme volatility in the stock market, which in many
cases  was  unrelated  to actual operating performance, could cause the price of
NRPI's  common  stock  to  go  down.

Investor's  entire  investment  could  be  lost

You  should  be  aware  that  if  we  are not successful in the operation of our
current business, or any future acquisition endeavors, your entire investment in
the  common  stock  of NRPI could become worthless. Even if we are successful in
our  operations  and  potential  acquisitions,  it  is not certain that you will
derive  a  profit  from  your  investment  in  NRPI.

The  Company  will  need  additional  funds

NRPI  will  require  substantial  additional  funding to further its real estate
operations and business objectives. Although management believes that such funds
will become available from sources including cash flow from business operations,
bank  loans,  factoring  or  sale of additional stock, it has not formulated any
specific  plan for raising additional funds, including sale of additional equity
securities,  as  of  the date of this report. If  our capital is insufficient to
conduct  our business  and  if we are unable to obtain needed financing, we will
be  unable to pursue our business plan.  We  have  not  thoroughly  investigated
whether  this  capital  would be available,  who  would  provide it, and on what
terms.  If  we  are  unable to raise the  capital  required to fund our proposed
projects,  on acceptable terms, our business may be  seriously  harmed  or  even
terminated.  It is not certain that we will be able to obtain additional funding
or,  if  obtained, that the terms of such funding would be favorable. This means
that  your  shares  of  common  stock  could  lose  much  of  their  value.

NRPI  may  not  be  successful

NRPI  competes  in  the highly competitive market of real estate development and
housing  construction.  Our  prospects for success will depend on our ability to
successfully  market  our  houses  to  buyers.  As  a  result, demand and market
acceptance  for  our  houses  is  subject  to  a  high  level of uncertainty. We
currently have limited financial, personnel and other resources to undertake the
extensive  activities  that  will  be  necessary to acquire and build houses and
related  real estate projects. If we are unable to expand our marketing efforts,
we  will  not  generate  substantial  additional  revenues.

NRPI  relies  on  its  management

NRPI  is  dependent  upon  the  members  of  management set forth herein. If the
current  management  is no longer able to provide services to NRPI, our business
will  be  negatively  affected.   No  member  of management is currently serving
under  a  written  employment  agreement.
Additional  capital  financing  may  affect  ability  to  sell

NRPI's  common stock currently trades on the OTC Bulletin Board under the symbol
NRPI.  Stocks  trading  on  the  OTC  Bulletin Board generally attract a smaller
number  of  market  makers and a less active public market and may be subject to
significant volatility. If we raise additional money from the sale of our stock,
the  market  price  could  drop  and  your  ability  to sell your stock could be
diminished.

Super  voting  rights  granted  to  current  management

Our  board  of  directors  can  issue  "super  voting"  Class  A  common  stock
without  shareholder  consent  and  dilute  the  voting  rights  or  otherwise
significantly  affect the rights of existing shareholders. The present principal
shareholders  will  maintain  voting  control  of  NRPI based on the issuance of
1,000,000  class  A  common  shares  on  June 17, 1999, which entitle the holder
thereof (Christopher Astrom) to 20 common stock equivalent votes for every Class
A  share  held.  The  purpose  of issuing these shares is to ensure that current
management  will  maintain  control  of  NRPI  despite  maintaining  beneficial
ownership  of  less  than  a  majority of the shares of NRPI's common stock.  An
additional  1,000,000 of the authorized 2,000,000 shares of Class A common stock
is  available for issuance.  The Class A common stock is non-transferable except
to  a  family  member.

Volatile  market  for  NRPI  common  stock

The  market  for  our  common  stock  is  very volatile.  Our stock is presently
trading  on  the  OTC bulletin board maintained by Nasdaq under the symbol NRPI.
While  in the past there has been limited volume in trading in the public market
for  the  NRPI  common  stock,  and  there  can  be  no  assurance  that  a more
active  trading  market  will  develop or be sustained.  The market price of the
shares  of  common  stock  is  likely  to  be  highly  volatile  and  may  be
significantly  affected  by  factors  such  as  fluctuations  in  our  operating
results,  announcements  of  technological  innovations  or  new  products
and/or  services  by  us  or  our  competitors,  governmental  regulatory
action,  developments  with  respect  to  patents  or  proprietary  rights  and
general  market  conditions.

                                USE  OF  PROCEEDS

NRPI  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with NRPI for consulting
services  they  provided  to  NRPI.  The  Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as of February 17, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
% OF SHARES
                   NUMBER OF                          NUMBER OF SHARES                                      OWNED BY
SELLING            SHARES OWNED                       REGISTERED BY        NUMBER OF SHARES                SHAREHOLDER
SHAREHOLDERS       BEFORE SALE                        PROSPECTUS           OWNED AFTER SALE                AFTER SALE
_____________      ____________                       _________________   ___________________              ______________

M. Richard Cutler  715,000 (1)                           260,000              455,000                             3.16%

Brian A. Lebrecht  220,000                                80,000              140,000                             0.97%

Vi Bui             165,000                                60,000              105,000                             0.72%

James Stubler      137,500                                50,000               87,500                             0.61%

Samuel Eisenberg    50,000                                50,000                  0                               0.00%
(1)     Of  such shares, 455,000 are held by MRC Legal Services Corporation.  M.
Richard  Cutler  is  the  beneficial  owner  of  MRC Legal Services Corporation.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.
In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Dihle  &  Co.  PC.

                                     EXPERTS

The  balance  sheets  as  of  September  30, 1998 and September 30, 1999 and the
statements  of  operations,  shareholders' equity and cash flows for the periods
then  ended  of  NRPI  have  been incorporated by reference in this Registration
Statement  in  reliance  on  the  report  of  Baum  & Company, P.A., independent
accountants,  given  on  the authority of that firm as experts in accounting and
auditing.
PART  II

                   INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form  8-K  for  an  event  on  February 10, 2000, filed on
February  16,  2000.

(ii)     Registrant's  Form  10-SB (in the name of MAS Acquisition XV Corp., the
Company's  predecssor)  filed  on  December  27,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Dihle  &  Co.,  P.C.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of Delaware and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*3.1     Articles  of  Incorporation - National Rehab Properties, Inc. (Florida)
*3.2     Articles  of  Incorporation  -  National Rehab Properties, Inc- Nevada
         (Mister  Las  Vegas)
*3.3     Bylaws
*3.4     Written  Consent  in  Lieu of Combined Special Meeting of Directors and
         Shareholders  dated  June  17,  1999
*3.5     Written  Consent  in  Lieu of Combined Special Meeting of Directors and
         Shareholders  dated  March  1,  1999
*4.1     Specimen  Stock  Certificate
5        Opinion  of  Dihle  &  Co.,  P.C.
*10.1    Consulting  Agreement  with  M.  Richard Cutler, Brian A. Lebrecht, Vi
         Bui, James Stubler and Samuel  Eisenberg  dated  February  10,  2000.
23.1     Consent  of  Baum  & Company, P.A., independent public accountants
________________________
*  Incorporated  by  reference  to  NRPI's Form 8-K, filed on February 16, 2000.

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
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

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

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(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  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  Securities 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 is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Miami,  State  of Florida, on February 17, 2000.

     NATIONAL  REHAB  PROPERTIES,  INC.

/s/ Richard Astrom
By:     Richard  Astrom
Its:    President,  Chief  Executive  Officer
        and  Chairman  of  the  Board

     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.

/s/ Richard Astrom         President,  Chief  Executive  Officer  and  Director
Richard  Astrom

/s/ Christopher Astrom     Vice  President,  Secretary  and  Director
Christopher  Astrom