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

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933


                      Commission file number 000-25367

                     INTERNATIONAL FUEL TECHNOLOGY, INC.

             (Exact name of registrant as specified in charter)


          Nevada                                  88-0357508
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     7777 Bonhomme, Suite 1920
     St. Louis, Missouri                          63105
     (Address of Principal Executive Office)      (Zip Code)

                     Consultant Stock Compensation Plan
                          (Full Title of the Plan)

                                (314) 727-333
            (Registrant's Telephone Number, Including Area Code)

                          Jonathan Burst, President
                          7777 Bonhomme, Suite 1920
                         St. Louis, Missouri  63105
                   (Name and Address of Agent for Service)

<TABLE>
Title of Securities    Amount to    Proposed     Proposed       Amount of
to be registered           be        maximum      maximum     registration
                       registered   Offering     aggregate         fee
                                    price per    offering
                                    share(2)       price
<S>                   <C>           <C>        <C>           <C>
Common Stock (1)        127,559      3.50375    $446,934.85     $ 117.25
</TABLE>

1    Represents up to 127,559 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 11, 2000.

<PAGE>

PROSPECTUS        The date of this Prospectus is January 14, 2000


                     INTERNATIONAL FUEL TECHNOLOGY, INC.

                    Up to 127,559 Shares of Common Stock
         Received by Directors, Officers, Consultants and Employees
              Under the Company's Consultant and Employee Stock
         Compensation Plan and Reoffered by Means of this Prospectus
         To Be Sold Either Privately or Through a Broker Transaction



Selling shareholders of International Fuel Technology, Inc. ("Company")  will
offer their shares through the over-the-counter market or through NASDAQ,  if
the  Company's common stock is then included for quotation on NASDAQ. Selling
shareholders,  if  control persons, are required  to  sell  their  shares  in
accordance  with the volume limitations of Rule 144 under the Securities  Act
of  1933,  which limits sales by each selling shareholder in  any  one  month
period  to  the  greater  of  1% of the total outstanding  common  stock  (or
approximately 168,183 shares after the issuance of the shares herein) or  the
average  weekly trading volume of the Company's common stock during the  four
calendar  weeks immediately preceding such sale. It is expected that  brokers
and  dealers  effecting transactions will be paid the  normal  and  customary
commissions  for market transactions; however the Shares may  be  sold  in  a
private transaction.

The  Company's Common Stock is currently quoted on the National  Associations
of  Securities  Dealers  ("NASD") Over-the-Counter Bulletin  Board  ("OTCBB")
under  the symbol "IFUE".  On January 21, 2000, he closing bid and ask prices
of  shares of Common Stock of the Company were $3.25 and $3.31, respectively.
However, the Company considers its Common Stock to be thinly traded and, as a
result, any reported sales prices may not be a true market-based valuation of
the Common Stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND
EXCHANGE  COMMISSION, NOR HAS THE COMMISSION PASSED ON THE  ACCURACY  OR  THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.




No  person has been authorized by the Company to give any information  or  to
make  any representation other than as contained in this Prospectus  and,  if
given or made, such information or representation must not be relied upon  as
having  been  authorized  by  the  Company.  Neither  the  delivery  of  this
Prospectus  nor  any distribution of the shares of the Common Stock  issuable
under  the  terms  of  the  Plan shall, under any circumstances,  create  any
implication that there has been no change in the affairs of the Company since
the date hereof.

This Prospectus does not constitute an offer to sell securities in any state
   to any person to whom it is unlawful to make such offer in such state.

   The securities offered hereby involve a high degree of risk. See "Risk
                                  Factors."

<PAGE>

                     SUMMARY OF PROSPECTUS

Item 1.

The Company

This  prospectus  accompanies reoffers by consultants and  employees  of  the
Company  of  shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant   to   the   S-8
Registration,  dated this same date, has registered 127,559 of the  Company's
common  stock,  which  shares  are to be issued  pursuant  to  the  Company's
Consultant  and  Employee Compensation Plan. The Company's principal  offices
are  located  at  7777  Bonhomme,  Suite 1920,  St.  Louis,  Missouri  63105,
telephone number (314) 727-3333.

                          RISK FACTORS

The  purchase of the securities offered hereby is subject to risk.  Investors
should evaluate these risk factors carefully.

Need  for  Additional Financing. There is no assurance that such  sales  will
continue  as they have in the past, or will increase in the future. In  order
to succeed the Company may require additional capital for working capital and
for  marketing.  There  can  be  no assurance that  such  financing  will  be
available, when required, on acceptable terms.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Company's
products  there  can be no assurance that markets for the Company's  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.

<PAGE>

                                   PART I


Item 2.

General

     International Fuel was incorporated in Nevada in April, 1996, to develop
and  commercialize  a  proprietary scientific process, "Performance  Enhanced
Emissions Reduced" (PEER), that reformulates various refined fuels, including
#2  diesel  fuel,  home heating oil, #6 (Bunker) fuel, jet  engine  fuel  and
gasoline  and  to  improve combustion efficiency and reduce  the  amounts  of
harmful  exhaust emissions from internal combustion engines.   The  resulting
reprocessed  fuels  are  known  as  PEERfuels.   International  Fuel   is   a
development-stage company, has had no revenues to date and has raised capital
for initial development through the issuance of its securities and promissory
notes.    International  Fuel  maintains  an  Internet  Website  at   http://
www.peerfuel.com.

     The  Company's principal executive offices are located at 7777 Bonhomme,
Suite 1920, St. Louis, Missouri, telephone (314) 727-3333.

Management
<TABLE>
       NAME AND ADDRESS         AGE         POSITION HELD-RELATIONSHIP
<S>                            <C>   <C>
Jonathan R. Burst                41   President, Chief Executive Officer
William J. Lindenmayer           40   Chief Operating Officer
Patty Foltz                      45   Secretary/Treasurer
Fred K. Jensen                   64   Director
David B. Norris                  51   Director
Dan Willis                       58   Director
</TABLE>
     JONATHAN R. BURST has served as President and Chief Executive Officer of
International  Fuel since July, 1999.  In 1998 Mr. Burst  founded  of  Burcor
International,  St.  Louis, Missouri, an insurance brokerage  firm,  and  has
served  as  its President since its inception.  From 1992 to 1998, Mr.  Burst
served  as  Executive  Vice President and Managing Director  of  mergers  and
acquisitions  at  Aon  Risk  Services, a St.  Louis,  Missouri,  mergers  and
acquisition  risk  management  consulting company.  Mr.  Burst  received  his
Bachelor of Arts degree in Economics from the University of Missouri in 1981.

     WILLIAM  J.  LINDENMAYER  has  served  as  Chief  Operating  Officer  of
International  Fuel  since  July,  1999.   From  1999  to  the  present,  Mr.
Lindenmayer has served as Managing Director of Burcor Capital, LLC, a venture
capital  merger  and  acquisitions subsidiary of  Burcor  International,  St.
Louis,  Missouri.  From 1997 to 1999, Mr. Lindenmayer served as president  of
DLW  Partners,  LLC,  St. Louis, Missouri, a videotape distribution  company.
From  1995  to  1997,  Mr.  Lindenmayer served as President  of  WLI  William
Lindenmayer Group, Inc., St. Louis, Missouri, a financial consulting company.
Mr.  Lindenmayer  received  his  Bachelor  of  Science  degree  from  Cornell
University in 1982 and his Masters of Business Administration from University
of Virginia in 1988.

     PATTY  FOLTZ  has  served as Secretary/Treasurer of  International  Fuel
since  its  inception.   From  1995 to 1998, Ms. Foltz  served  as  Corporate
Secretary,  Treasurer and Chief Financial Officer of Jake's Crane  Rigging  &
Transport  International, Inc., Las Vegas, Nevada, a large  equipment  rental
company.  From 1994 to 1995, Ms. Foltz served as Accounting Manager at Jake's
Crane  Rigging & Transport International, Inc.   From 1989 to 1997, Ms. Foltz
served  as  Corporate  Secretary, Treasurer and Chief  Financial  Officer  of
Jake's  Wire  Rope,  a crane rigging supply sales division  of  Jake's  Crane
Rigging & Transport International.

     FRED  K.  JENSEN  has served as a director of International  Fuel  since
April,  1999.  Since 1975, Mr. Jensen has served as President of Jensen  Oven
Co.,  Inc., Farmington Hills, Michigan, a manufacturer of industrial  heating
equipment.   Since  1978,  Mr. Jensen has also  served  as  a  consultant  to
casualty  insurance  companies regarding cause and origin  investigations  of

<PAGE>

fires  and  explosions  in industrial process heating equipment  and  related
equipment.   Mr. Jensen received his Bachelor of Science degree in Mechanical
Engineering in 1957 from Michigan State University.

     DAVID  B.  NORRIS has served as a director of International  Fuel  since
April,  1999.   Since 1983, Mr. Norris has been the owner  and  President  of
Addicks Services, Inc., Richmond, Texas, a construction company.

     DAN  WILLIS has served as a director of International Fuel since  April,
1999.  Since 1995, Mr. Willis has served as Regional Director for West  Texas
of  National  Wide  Insurance, Waco, Texas.  From 1988 to  1995,  Mr.  Willis
served as Farm Director, KCEN-TV, Waco, Texas and produced several television
spots for the station.  Mr. Willis is a licensed auctioneer and a Texas Rodeo
Hall  of  Fame inductee.  In 1994, Mr. Willis was selected as Farm-Caster  of
the Year for Texas.  Mr. Willis is a member of the Professional Rodeo Cowboys
Association.

Legal Proceedings

      There is no outstanding litigation in which the Company is involved and
the Company is unaware of any pending actions or claims against it.

Properties.

     International Fuel maintains its administrative offices at 7777 Bonhomme,
Suite  1920,  St. Louis, Missouri 63105 under an annual lease  of  $3,000  per
month for approximately 1,500 square feet.

                            OFFERING SHAREHOLDERS

The following table lists the shares of Company common stock held by James M.
Cassidy,  James K. McKillop and Donald J. Stoecklein proposing to sell  their
shares, the percentage held by each, and the shares currently proposed to  be
reoffered by them pursuant to this Prospectus.

<TABLE>
                                                    Percent    Percent of
                       Number of     New Shares     Before     Total After
Shareholder            Shares        Offered        Offering   Offering
<S>                   <C>           <C>            <C>         <C>
James M. Cassidy            0           50,000         0%          .030
James K. McKillop           0           50,000         0%          .030
Donald J. Stoecklein        0           27,559         0%          .016
TOTAL                                   127,559
</TABLE>
<PAGE>

                                   PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB,  and  its  latest
10QSB   Quarterly  Reports  filed  subsequent  thereto,  for  quarter  ending
September 30, 1999.  These Annual, Quarterly and Current Reports, as well  as
all other reports filed by the Company pursuant to Sections 13(a), 13(c),  14
or  15(d) of the Securities Exchange Act of 1934, are hereby incorporated  by
reference  in  this prospectus and may be obtained upon the oral  or  written
request of any person to the Company at 7777 Bonhomme, Suite 1920, St. Louis,
Missouri 63105 telephone number (314) 727-3333

Incorporation of Documents by Reference.

The  registrant  incorporates the following documents by  reference  in  this
Registration Statement:

(a) The registrants Form 10SB filed June 14, 1999
(b)  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
March 31, 1999 Pre Merger.
(c)  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
June 30, 1999 Pre Merger.
(d)  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
September 30, 1999 Pre Merger
(e) The registrants Form 8-K filed November 4, 1999
(f) The registrants Form 8-K filed November 10, 1999
(g) The registrants Form 8-K filed January 12, 2000

Item 4. Description of Securities

General

The  Company has an authorized capitalization of 150,000,000 shares of common
stock,  $.01 par value per share and no authorized preferred stock.  On  July
22, 1999, the Company effected a one-for-ten reverse split of its outstanding
common  stock  reducing its outstanding common stock to  14,600,101.   As  of
September  30,  1999, the issued and outstanding shares of  the  Company  was
16,395,659.

Common Stock

      Holders  of  Common Stock are entitled to one vote per  share  on  each
matter  submitted  to vote at any meeting of shareholders. Shares  of  Common
Stock  do  not  carry cumulative voting rights and therefore,  holders  of  a
majority of the outstanding shares of Common Stock will be able to elect  the
entire board of directors and, if they do so, minority shareholders would not
be  able to elect any members to the board of directors. The Company's  board
of  directors has authority, without action by the Company's shareholders, to
issue  all  or  any portion of the authorized but unissued shares  of  Common
Stock,  which  would reduce the percentage ownership of the  Company  of  its
shareholders  and  which  may  dilute the book value  of  the  Common  Stock.
Shareholders of the Company have no pre-emptive rights to acquire  additional
shares  of  Common Stock. The Common Stock is not subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation  of
the  Company,  the  shares of Common Stock are entitled to share  equally  in
corporate  assets  after satisfaction of all liabilities. Holders  of  Common
Stock  are  entitled to receive such dividends as the board of directors  may
from  time to time declare out of funds legally available for the payment  of
dividends.  The Company has not paid dividends on its Common Stock  and  does
not anticipate that it will pay dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel

     NA

<PAGE>

Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees  and  agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving  at the request of the corporation  as  a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  joint
venture,  trust  or other enterprise, against expenses, including  attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in  good faith and in a manner which he reasonably believed to be in  or  not
opposed  to the best interests of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction, or upon a plea of  nolo  contendere  or  its
equivalent, does not, of itself, create a presumption that the person did not
act  in good faith and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed  action
or  suit by or in the right of the corporation to procure a judgment  in  its
favor  by  reason of the fact that he is or was a director, officer, employee
or  agent  of  the corporation, or is or was serving at the  request  of  the
corporation as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against  expenses,
including  amounts  paid  in  settlement and  attorneys'  fees  actually  and
reasonably  incurred by him in connection with the defense or  settlement  of
the  action  or  suit  if he acted in good faith and in  a  manner  which  he
reasonably  believed  to be in or not opposed to the best  interests  of  the
corporation.  Indemnification may not be made for any claim, issue or  matter
as  to  which  such  a  person has been adjudged  by  a  court  of  competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to  the
corporation or for amounts paid in settlement to the corporation, unless  and
only to the extent that the court in which the action or suit was brought  or
other  court  of competent jurisdiction determines upon application  that  in
view  of  all  the  circumstances  of the case,  the  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.
     3.    To  the  extent that a director, officer, employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of  any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense
of  any  claim,  issue  or  matter therein, he must  be  indemnified  by  the
corporation  against  expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with the defense.
     4.   Any indemnification under subsections 1 and 2, unless ordered by  a
court  or  advanced pursuant to subsection 5, must be made by the corporation
only   as  authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee or agent is proper in  the
circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.    The articles of incorporation, the bylaws or an agreement made  by
the  corporation  may  provide that the expenses of  officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the  corporation as they are incurred and in advance of the final disposition
of  the action, suit or proceeding, upon receipt of an undertaking by  or  on
behalf  of  the  director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation.  The provisions of this subsection do not  affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise  by
law.
     6.    The indemnification and advancement of expenses authorized  in  or
ordered by a court pursuant to this section:

<PAGE>

 (a)  Does  not  exclude  any  other rights to  which  a  person  seeking
  indemnification or advancement of expenses may be entitled under the articles
  of  incorporation or any bylaw, agreement, vote of stockholders  or
  disinterested directors or otherwise, for either an action in his official
  capacity or an action in another capacity while holding his office, except
  that indemnification, unless ordered by a court pursuant to subsection 2 or
  for the advancement of expenses made pursuant to subsection 5, may not be
  made to or on behalf of any director or officer if a final adjudication
  establishes that his act or omissions involved intentional misconduct, fraud
  or a knowing violation of the law and was material to the cause of action.
 (b)  Continues  for  a person who has ceased to be a director,  officer,
  employee or agent and inures to the benefit of the heirs, executors and
  administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of 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 of registrant (1).
3.2  Bylaws (2).
5     Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement  on
Form 8-K, File No. 000-25367;
(2) Incorporated by reference from the registrants Registration Statement  on
Form 8-K, File No. 000-25367;
(3) Filed herewith.

Item 9. Undertakings.

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:
          (i)   To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
          (ii) To reflect in the prospectus any facts or events arising after
          the  effective  date  of the registration statement  (or  the  most
          recent post-effective amendment thereof) which, individually or  in
          the  aggregate,  represent a fundamental change in the  information
          set forth in the registration statement;
          (iii)      To include any material information with respect to  the
          plan  of  distribution not previously disclosed in the registration
          statement  or  any  material  change to  such  information  in  the
          registration statement, including (but not limited to) any addition
          or election of a managing underwriter.
(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 offered 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.
      The  undersigned  registrant hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each  filing  of
the  Company's  annual  report pursuant to Section  13(a)  or  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
referring  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.
      Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of  the  Company  pursuant  to the foregoing provisions,  or  otherwise,  the
Company  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
Company  in  the  successful defense of any action, suit  or  proceeding)  is

<PAGE>

asserted  by such director, officer or controlling person in connection  with
the  securities being registered, the Company will, unless in the opinion  of
its counsel that matter has been settled by controlling precedent, submit  to
a court of appropriate jurisdiction the question whether such indemnification
by  it  is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

<PAGE>

SIGNATURES

      Pursuant  to  the  requirements of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it  meets
all  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 St. Louis, State of  Missouri,  on
this 14th day of January, 2000.

INTERNATIONAL FUEL TECHNOLOGY, INC.

By :      /s/ Jonathon Burst
       Jonathon Burst, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed  by  the following  persons  in  the  capacities
indicated on January 14, 2000.

Signature                     Title                                   Date

/s/  Jonathon Burst       President,                        January 14, 2000
Jonathan R. Burst        Chief Executive Officer

/s/ William Limdenmayer  Chief Operating Officer            January 14, 2000
William J. Limdenmayer

/s/ Patty Foltz          Secretary/Treasurer                January 14, 2000
Patty Foltz

/s/ Fred Jensen          Director                           January 14, 2000
Fred K. Jensen

/s/ David Norris         Director                          January 14, 2000
David B. Norris

/s/ Dam Wills            Director                          January 14, 2000
Dan Willis
<PAGE>

                                  EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein

<PAGE>

ATTORNEY AT LAW
                                              Telephone (702) 794-2590
                                              Facsimile (702) 794-0744
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities


1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        January 14, 2000

Mr. Jonathan Burst
President
International Fuel Technology, Inc.
7777 Bonhomme, Suite 1920
St. Louis, Missouri  63105

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Burst:

You have requested our opinion as to the legality of the registration by you,
International  Fuel Technology, Inc. (the "Corporation")  of  up  to  127,559
shares  of  Common Stock (the "shares") pursuant to a Registration Statement,
dated  January  14,  2000, on Form S-8 (the "Registration Statement")  to  be
filed on January 14, 2000:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  (the
     "Articles");

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The registrants Form 10SB filed June 14, 1999

6.    The  registrants Quarterly Report on Form 10-QSB for the quarter ending
March 31, 1999 Pre Merger

7.    The  registrants Quarterly Report on Form 10-QSB for the quarter ending
June 30, 1999 Pre Merger.

8.    The  registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999 Pre Merger

9.   The registrants Form 8-K filed November 4, 1999

10.  The registrants Form 8-K filed November 10, 1999

11.  The registrants Form 8-K filed January 12, 2000

12.  The Consultant and Employee Stock Compensation Plan; and

13.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

<PAGE>

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  (i) will have been duly authorized, legally issued, fully paid  and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and  (iii) do not require a permit from any governmental agency.

Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue-Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.




                                        Yours Very Truly,


                                        /s/ Donald Stoecklein

                                        Donald J. Stoecklein








s8opin.899


                                 EXHIBIT 10
                  CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

                AMENDED AND RESTATED JANUARY 2000 CONSULTANT
                                     AND
                      EMPLOYEE STOCK COMPENSATION PLAN
                     International Fuel Technology, Inc.

                               I.
                      Purpose of the Plan.

The  purpose  of  this  Plan is to further the growth of  International  Fuel
Technology,  Inc.  ("IFT") by allowing the Company  to  compensate  officers,
directors, consultants and certain other persons providing bona fide services
to the Company or to compensate officers, directors and employees for accrual
of salary, through the award of IFT's common stock.

                              II.
                           Definitions

Whenever  used in this Plan, the following terms shall have the meanings  set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of IFT.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the common stock, par value $ .01 per share, of IFT.

5.  "Date of Grant" means the day the Board of Directors authorizes the grant
of  an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.

6.  "Employee" means any person or entity that renders bona fide services  to
the  Company (including, without limitation, the following: a person employed
by  the  Company in a key capacity; an officer or director of IFT or  one  or
more  Subsidiaries;  a  person  or  company  engaged  by  the  Company  as  a
consultant; or a lawyer, law firm, accountant or accounting firm.

7. "Subsidiary" means any corporation that is a subsidiary with regard to IFT
as that term is defined in Section 424(f) of the Code.

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is January 14, 2000.


                              IV.
                   Administration of the Plan

The  Board  of Directors will be responsible for the administration  of  this
Plan,  and  will  grant  Awards  under this  Plan.  Subject  to  the  express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend  and
rescind  rules  and  regulations relating  to  it,  and  to  make  all  other
determinations   which  it  believes  to  be  necessary   or   advisable   in
administering this Plan. The determinations of the Board of Directors on  the
matters  referred  to  in  this Section shall be  conclusive.  The  Board  of
Directors  shall have sole and absolute discretion to amend  this  Plan.   No
member  of the Board of Directors shall be liable for any act or omission  in
connection with the administration of this Plan unless it resulted  from  the
member's willful misconduct.

<PAGE>

                                     V.
                   Stock Subject to the Plan

The  maximum  number  of shares of Common Stock as to  which  Awards  may  be
granted  under this Plan as of this date and subject to subsequent  amendment
is 500,000 shares. The Common Stock which is issued on grant of awards may be
authorized  but  unissued  shares  or  shares  which  have  been  issued  and
reacquired by IFT. The Board of Directors may increase the maximum number  of
shares of Common Stock as to which Awards may be granted at such time  as  it
deems advisable.

                              VI.
               Persons Eligible to Receive Awards

Awards  may  be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                    VII.
                        Grants of Awards

Except  as  otherwise  provided herein, the Board  of  Directors  shall  have
complete  discretion to determine when and to which Employees or  Consultants
Awards  are  to be granted, and the number of shares of Common  Stock  as  to
which  awards  granted to each Employee or consultant will relate.  No  grant
will  be  made  if, in the judgment of the Board of Directors, such  a  grant
would  constitute a public distribution within the meaning of the  Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder.  The Board of Directors upon approval of the issuance  of  shares
pursuant  to this plan shall provide as an exhibit, the party to whom  shares
are issued, and the number of shares issued.

                                    VIII.
                 Delivery of Stock Certificates

As  promptly as practicable after authorizing the grant of an Award IFT shall
deliver  to  the  person who is the recipient of the Award, a certificate  or
certificates  registered in that person's name, representing  the  number  of
shares of Common Stock that were granted.

                              IX.
                           Employment

Nothing  in  this  Plan  or in the grant of an Award shall  confer  upon  any
Employee or consultant the right to continue in the employ of the Company nor
shall  it interfere with or restrict in any way the rights of the Company  to
discharge any employee at any time for any reason whatsoever, with or without
cause.

                               X.
                      Laws and Regulations

The obligation of IFT to sell and deliver shares of Common Stock on the grant
of  an  Award under this Plan shall be subject to the condition that  counsel
for  IFT be satisfied that the sale and delivery thereof will not violate the
Act or any other applicable laws, rules or regulations.

                              XI.
                      Withholding of Taxes

If  subject  to withholding tax, the Company shall be authorized to  withhold
from  an  Employer's salary or other cash compensation such sums of money  as
are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to  satisfy  the  Company's withholding obligations. If the  Company  becomes
required  to  pay  withholding  tax to any federal,  state  or  other  taxing
authority as a result of the granting of an Award and the Employee  fails  to
provide  the  Company with the funds with which to pay that withholding  tax,
the  Company may withhold up to 50% of each payment of salary or bonus to the
Employee  (which  will  be  in addition to any other  required  or  permitted
withholding),  until  the  Company  has  been  reimbursed  for   the   entire
withholding tax it was required to pay.

<PAGE>

                                    XII.
                     Reservation of Shares

IFT  shall  at all times keep reserved for issuance on grant of awards  under
this  Plan a number of authorized but unissued or reacquired shares of Common
Stock  equal to the maximum number of shares IFT may be required to be issued
on the grant of Awards under this Plan.

                             XII.
                    Termination of the Plan

The Board of Directors may suspend or terminate this Plan at any time or from
time  to  time,  but no such action shall adversely affect the  rights  of  a
person granted an Award under this Plan prior to that date.

                             XIV.
                        Delivery of Plan

A  Copy of this Plan shall be delivered to all participants, together with  a
copy  of  the resolution or resolutions of the Board of Directors authorizing
the   granting  of  the  Award  and  establishing  the  terms,  if  any,   of
participation.

No  dealer, salesman, or any other person has been authorized by the  Company
to  give  any  information or to make any representations  other  than  those
contained in this Prospectus in connection with the offering made hereby, and
if  given  or  made, such information or representations must not  be  relied
upon.  This  Prospectus  does  not  constitute  an  offer  to  sell  or   the
solicitation  of an offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an offer to buy,  to
any person in any jurisdiction in which such offer or sale would be unlawful.
Neither  the  delivery of this Prospectus nor any sale made  hereunder  shall
under  any circumstances create any implication that there has been no change
in  the affairs of the Company since any of the dates as of which information
is furnished or since the date of this Prospectus.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 41898}]
{"company-data": {"conformed-name": "INTERNATIONAL FUEL TECHNOLOGY INC", "cik": "0001078723", "assigned-sic": "6770", "irs-number": "880357508", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96261", "film-number": "525346"}, "business-address": {"street1": "7777 BONHOMME", "street2": "SUITE 1920", "city": "ST. LOUIS", "state": "MO", "zip": "63105", "phone": "3147273333"}, "mail-address": {"street1": "7777 BONNHOMME", "street2": "SUITE 1920", "city": "ST. LOUIS", "state": "MO", "zip": "63105"}, "former-company": [{"former-conformed-name": "BLENCATHIA ACQUISITION CORP", "date-changed": "19990209"}, {"former-conformed-name": "BLENCATHSA ACQUISITION CORP", "date-changed": "19990208"}]}
UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

                      Commission file number 000-25367

                     INTERNATIONAL FUEL TECHNOLOGY, INC.

             (Exact name of registrant as specified in charter)

          Nevada                                  88-0357508
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     7777 Bonhomme, Suite 1920
     St. Louis, Missouri                          63105
     (Address of Principal Executive Office)      (Zip Code)

                     Consultant Stock Compensation Plan
                          (Full Title of the Plan)

                                (314) 727-333
            (Registrant's Telephone Number, Including Area Code)

                          Jonathan Burst, President
                          7777 Bonhomme, Suite 1920
                         St. Louis, Missouri  63105
                   (Name and Address of Agent for Service)

Title of Securities    Amount to    Proposed     Proposed       Amount of
to be registered           be        maximum      maximum     registration
                       registered   Offering     aggregate         fee
                                    price per    offering
                                    share(2)       price
Common Stock (1)        127,559      3.50375    $446,934.85     $ 117.25
1    Represents up to 127,559 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 11, 2000.
PROSPECTUS        The date of this Prospectus is January 14, 2000

                     INTERNATIONAL FUEL TECHNOLOGY, INC.

                    Up to 127,559 Shares of Common Stock
         Received by Directors, Officers, Consultants and Employees
              Under the Company's Consultant and Employee Stock
         Compensation Plan and Reoffered by Means of this Prospectus
         To Be Sold Either Privately or Through a Broker Transaction

Selling shareholders of International Fuel Technology, Inc. ("Company")  will
offer their shares through the over-the-counter market or through NASDAQ,  if
the  Company's common stock is then included for quotation on NASDAQ. Selling
shareholders,  if  control persons, are required  to  sell  their  shares  in
accordance  with the volume limitations of Rule 144 under the Securities  Act
of  1933,  which limits sales by each selling shareholder in  any  one  month
period  to  the  greater  of  1% of the total outstanding  common  stock  (or
approximately 168,183 shares after the issuance of the shares herein) or  the
average  weekly trading volume of the Company's common stock during the  four
calendar  weeks immediately preceding such sale. It is expected that  brokers
and  dealers  effecting transactions will be paid the  normal  and  customary
commissions  for market transactions; however the Shares may  be  sold  in  a
private transaction.

The  Company's Common Stock is currently quoted on the National  Associations
of  Securities  Dealers  ("NASD") Over-the-Counter Bulletin  Board  ("OTCBB")
under  the symbol "IFUE".  On January 21, 2000, he closing bid and ask prices
of  shares of Common Stock of the Company were $3.25 and $3.31, respectively.
However, the Company considers its Common Stock to be thinly traded and, as a
result, any reported sales prices may not be a true market-based valuation of
the Common Stock.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND
EXCHANGE  COMMISSION, NOR HAS THE COMMISSION PASSED ON THE  ACCURACY  OR  THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

No  person has been authorized by the Company to give any information  or  to
make  any representation other than as contained in this Prospectus  and,  if
given or made, such information or representation must not be relied upon  as
having  been  authorized  by  the  Company.  Neither  the  delivery  of  this
Prospectus  nor  any distribution of the shares of the Common Stock  issuable
under  the  terms  of  the  Plan shall, under any circumstances,  create  any
implication that there has been no change in the affairs of the Company since
the date hereof.

This Prospectus does not constitute an offer to sell securities in any state
   to any person to whom it is unlawful to make such offer in such state.

   The securities offered hereby involve a high degree of risk. See "Risk
                                  Factors."
SUMMARY OF PROSPECTUS

Item 1.

The Company

This  prospectus  accompanies reoffers by consultants and  employees  of  the
Company  of  shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant   to   the   S-8
Registration,  dated this same date, has registered 127,559 of the  Company's
common  stock,  which  shares  are to be issued  pursuant  to  the  Company's
Consultant  and  Employee Compensation Plan. The Company's principal  offices
are  located  at  7777  Bonhomme,  Suite 1920,  St.  Louis,  Missouri  63105,
telephone number (314) 727-3333.

                          RISK FACTORS

The  purchase of the securities offered hereby is subject to risk.  Investors
should evaluate these risk factors carefully.

Need  for  Additional Financing. There is no assurance that such  sales  will
continue  as they have in the past, or will increase in the future. In  order
to succeed the Company may require additional capital for working capital and
for  marketing.  There  can  be  no assurance that  such  financing  will  be
available, when required, on acceptable terms.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Company's
products  there  can be no assurance that markets for the Company's  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.
PART I

Item 2.

General

     International Fuel was incorporated in Nevada in April, 1996, to develop
and  commercialize  a  proprietary scientific process, "Performance  Enhanced
Emissions Reduced" (PEER), that reformulates various refined fuels, including
#2  diesel  fuel,  home heating oil, #6 (Bunker) fuel, jet  engine  fuel  and
gasoline  and  to  improve combustion efficiency and reduce  the  amounts  of
harmful  exhaust emissions from internal combustion engines.   The  resulting
reprocessed  fuels  are  known  as  PEERfuels.   International  Fuel   is   a
development-stage company, has had no revenues to date and has raised capital
for initial development through the issuance of its securities and promissory
notes.    International  Fuel  maintains  an  Internet  Website  at   http://
www.peerfuel.com.

     The  Company's principal executive offices are located at 7777 Bonhomme,
Suite 1920, St. Louis, Missouri, telephone (314) 727-3333.

Management

       NAME AND ADDRESS         AGE         POSITION HELD-RELATIONSHIP
Jonathan R. Burst                41   President, Chief Executive Officer
William J. Lindenmayer           40   Chief Operating Officer
Patty Foltz                      45   Secretary/Treasurer
Fred K. Jensen                   64   Director
David B. Norris                  51   Director
Dan Willis                       58   Director
JONATHAN R. BURST has served as President and Chief Executive Officer of
International  Fuel since July, 1999.  In 1998 Mr. Burst  founded  of  Burcor
International,  St.  Louis, Missouri, an insurance brokerage  firm,  and  has
served  as  its President since its inception.  From 1992 to 1998, Mr.  Burst
served  as  Executive  Vice President and Managing Director  of  mergers  and
acquisitions  at  Aon  Risk  Services, a St.  Louis,  Missouri,  mergers  and
acquisition  risk  management  consulting company.  Mr.  Burst  received  his
Bachelor of Arts degree in Economics from the University of Missouri in 1981.

     WILLIAM  J.  LINDENMAYER  has  served  as  Chief  Operating  Officer  of
International  Fuel  since  July,  1999.   From  1999  to  the  present,  Mr.
Lindenmayer has served as Managing Director of Burcor Capital, LLC, a venture
capital  merger  and  acquisitions subsidiary of  Burcor  International,  St.
Louis,  Missouri.  From 1997 to 1999, Mr. Lindenmayer served as president  of
DLW  Partners,  LLC,  St. Louis, Missouri, a videotape distribution  company.
From  1995  to  1997,  Mr.  Lindenmayer served as President  of  WLI  William
Lindenmayer Group, Inc., St. Louis, Missouri, a financial consulting company.
Mr.  Lindenmayer  received  his  Bachelor  of  Science  degree  from  Cornell
University in 1982 and his Masters of Business Administration from University
of Virginia in 1988.

     PATTY  FOLTZ  has  served as Secretary/Treasurer of  International  Fuel
since  its  inception.   From  1995 to 1998, Ms. Foltz  served  as  Corporate
Secretary,  Treasurer and Chief Financial Officer of Jake's Crane  Rigging  &
Transport  International, Inc., Las Vegas, Nevada, a large  equipment  rental
company.  From 1994 to 1995, Ms. Foltz served as Accounting Manager at Jake's
Crane  Rigging & Transport International, Inc.   From 1989 to 1997, Ms. Foltz
served  as  Corporate  Secretary, Treasurer and Chief  Financial  Officer  of
Jake's  Wire  Rope,  a crane rigging supply sales division  of  Jake's  Crane
Rigging & Transport International.

     FRED  K.  JENSEN  has served as a director of International  Fuel  since
April,  1999.  Since 1975, Mr. Jensen has served as President of Jensen  Oven
Co.,  Inc., Farmington Hills, Michigan, a manufacturer of industrial  heating
equipment.   Since  1978,  Mr. Jensen has also  served  as  a  consultant  to
casualty  insurance  companies regarding cause and origin  investigations  of
fires  and  explosions  in industrial process heating equipment  and  related
equipment.   Mr. Jensen received his Bachelor of Science degree in Mechanical
Engineering in 1957 from Michigan State University.

     DAVID  B.  NORRIS has served as a director of International  Fuel  since
April,  1999.   Since 1983, Mr. Norris has been the owner  and  President  of
Addicks Services, Inc., Richmond, Texas, a construction company.

     DAN  WILLIS has served as a director of International Fuel since  April,
1999.  Since 1995, Mr. Willis has served as Regional Director for West  Texas
of  National  Wide  Insurance, Waco, Texas.  From 1988 to  1995,  Mr.  Willis
served as Farm Director, KCEN-TV, Waco, Texas and produced several television
spots for the station.  Mr. Willis is a licensed auctioneer and a Texas Rodeo
Hall  of  Fame inductee.  In 1994, Mr. Willis was selected as Farm-Caster  of
the Year for Texas.  Mr. Willis is a member of the Professional Rodeo Cowboys
Association.

Legal Proceedings

      There is no outstanding litigation in which the Company is involved and
the Company is unaware of any pending actions or claims against it.

Properties.

     International Fuel maintains its administrative offices at 7777 Bonhomme,
Suite  1920,  St. Louis, Missouri 63105 under an annual lease  of  $3,000  per
month for approximately 1,500 square feet.

                            OFFERING SHAREHOLDERS

The following table lists the shares of Company common stock held by James M.
Cassidy,  James K. McKillop and Donald J. Stoecklein proposing to sell  their
shares, the percentage held by each, and the shares currently proposed to  be
reoffered by them pursuant to this Prospectus.

                                                    Percent    Percent of
                       Number of     New Shares     Before     Total After
Shareholder            Shares        Offered        Offering   Offering
James M. Cassidy            0           50,000         0%          .030
James K. McKillop           0           50,000         0%          .030
Donald J. Stoecklein        0           27,559         0%          .016
TOTAL                                   127,559
PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB,  and  its  latest
10QSB   Quarterly  Reports  filed  subsequent  thereto,  for  quarter  ending
September 30, 1999.  These Annual, Quarterly and Current Reports, as well  as
all other reports filed by the Company pursuant to Sections 13(a), 13(c),  14
or  15(d) of the Securities Exchange Act of 1934, are hereby incorporated  by
reference  in  this prospectus and may be obtained upon the oral  or  written
request of any person to the Company at 7777 Bonhomme, Suite 1920, St. Louis,
Missouri 63105 telephone number (314) 727-3333

Incorporation of Documents by Reference.

The  registrant  incorporates the following documents by  reference  in  this
Registration Statement:

(a) The registrants Form 10SB filed June 14, 1999
(b)  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
March 31, 1999 Pre Merger.
(c)  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
June 30, 1999 Pre Merger.
(d)  The  registrants Quarterly Report on Form 10-QSB for the quarter  ending
September 30, 1999 Pre Merger
(e) The registrants Form 8-K filed November 4, 1999
(f) The registrants Form 8-K filed November 10, 1999
(g) The registrants Form 8-K filed January 12, 2000

Item 4. Description of Securities

General

The  Company has an authorized capitalization of 150,000,000 shares of common
stock,  $.01 par value per share and no authorized preferred stock.  On  July
22, 1999, the Company effected a one-for-ten reverse split of its outstanding
common  stock  reducing its outstanding common stock to  14,600,101.   As  of
September  30,  1999, the issued and outstanding shares of  the  Company  was
16,395,659.

Common Stock

      Holders  of  Common Stock are entitled to one vote per  share  on  each
matter  submitted  to vote at any meeting of shareholders. Shares  of  Common
Stock  do  not  carry cumulative voting rights and therefore,  holders  of  a
majority of the outstanding shares of Common Stock will be able to elect  the
entire board of directors and, if they do so, minority shareholders would not
be  able to elect any members to the board of directors. The Company's  board
of  directors has authority, without action by the Company's shareholders, to
issue  all  or  any portion of the authorized but unissued shares  of  Common
Stock,  which  would reduce the percentage ownership of the  Company  of  its
shareholders  and  which  may  dilute the book value  of  the  Common  Stock.
Shareholders of the Company have no pre-emptive rights to acquire  additional
shares  of  Common Stock. The Common Stock is not subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation  of
the  Company,  the  shares of Common Stock are entitled to share  equally  in
corporate  assets  after satisfaction of all liabilities. Holders  of  Common
Stock  are  entitled to receive such dividends as the board of directors  may
from  time to time declare out of funds legally available for the payment  of
dividends.  The Company has not paid dividends on its Common Stock  and  does
not anticipate that it will pay dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel

     NA
Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees  and  agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving  at the request of the corporation  as  a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  joint
venture,  trust  or other enterprise, against expenses, including  attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in  good faith and in a manner which he reasonably believed to be in  or  not
opposed  to the best interests of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction, or upon a plea of  nolo  contendere  or  its
equivalent, does not, of itself, create a presumption that the person did not
act  in good faith and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed  action
or  suit by or in the right of the corporation to procure a judgment  in  its
favor  by  reason of the fact that he is or was a director, officer, employee
or  agent  of  the corporation, or is or was serving at the  request  of  the
corporation as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against  expenses,
including  amounts  paid  in  settlement and  attorneys'  fees  actually  and
reasonably  incurred by him in connection with the defense or  settlement  of
the  action  or  suit  if he acted in good faith and in  a  manner  which  he
reasonably  believed  to be in or not opposed to the best  interests  of  the
corporation.  Indemnification may not be made for any claim, issue or  matter
as  to  which  such  a  person has been adjudged  by  a  court  of  competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to  the
corporation or for amounts paid in settlement to the corporation, unless  and
only to the extent that the court in which the action or suit was brought  or
other  court  of competent jurisdiction determines upon application  that  in
view  of  all  the  circumstances  of the case,  the  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.
     3.    To  the  extent that a director, officer, employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of  any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense
of  any  claim,  issue  or  matter therein, he must  be  indemnified  by  the
corporation  against  expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with the defense.
     4.   Any indemnification under subsections 1 and 2, unless ordered by  a
court  or  advanced pursuant to subsection 5, must be made by the corporation
only   as  authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee or agent is proper in  the
circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.    The articles of incorporation, the bylaws or an agreement made  by
the  corporation  may  provide that the expenses of  officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the  corporation as they are incurred and in advance of the final disposition
of  the action, suit or proceeding, upon receipt of an undertaking by  or  on
behalf  of  the  director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation.  The provisions of this subsection do not  affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise  by
law.
     6.    The indemnification and advancement of expenses authorized  in  or
ordered by a court pursuant to this section:
(a)  Does  not  exclude  any  other rights to  which  a  person  seeking
  indemnification or advancement of expenses may be entitled under the articles
  of  incorporation or any bylaw, agreement, vote of stockholders  or
  disinterested directors or otherwise, for either an action in his official
  capacity or an action in another capacity while holding his office, except
  that indemnification, unless ordered by a court pursuant to subsection 2 or
  for the advancement of expenses made pursuant to subsection 5, may not be
  made to or on behalf of any director or officer if a final adjudication
  establishes that his act or omissions involved intentional misconduct, fraud
  or a knowing violation of the law and was material to the cause of action.
 (b)  Continues  for  a person who has ceased to be a director,  officer,
  employee or agent and inures to the benefit of the heirs, executors and
  administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of 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 of registrant (1).
3.2  Bylaws (2).
5     Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement  on
Form 8-K, File No. 000-25367;
(2) Incorporated by reference from the registrants Registration Statement  on
Form 8-K, File No. 000-25367;
(3) Filed herewith.

Item 9. Undertakings.

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:
          (i)   To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
          (ii) To reflect in the prospectus any facts or events arising after
          the  effective  date  of the registration statement  (or  the  most
          recent post-effective amendment thereof) which, individually or  in
          the  aggregate,  represent a fundamental change in the  information
          set forth in the registration statement;
          (iii)      To include any material information with respect to  the
          plan  of  distribution not previously disclosed in the registration
          statement  or  any  material  change to  such  information  in  the
          registration statement, including (but not limited to) any addition
          or election of a managing underwriter.
(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 offered 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.
      The  undersigned  registrant hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each  filing  of
the  Company's  annual  report pursuant to Section  13(a)  or  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
referring  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.
      Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of  the  Company  pursuant  to the foregoing provisions,  or  otherwise,  the
Company  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
Company  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 Company will, unless in the opinion  of
its counsel that matter has been settled by controlling precedent, submit  to
a court of appropriate jurisdiction the question whether such indemnification
by  it  is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES

      Pursuant  to  the  requirements of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it  meets
all  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 St. Louis, State of  Missouri,  on
this 14th day of January, 2000.

INTERNATIONAL FUEL TECHNOLOGY, INC.

By :      /s/ Jonathon Burst
       Jonathon Burst, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed  by  the following  persons  in  the  capacities
indicated on January 14, 2000.

Signature                     Title                                   Date

/s/  Jonathon Burst       President,                        January 14, 2000
Jonathan R. Burst        Chief Executive Officer

/s/ William Limdenmayer  Chief Operating Officer            January 14, 2000
William J. Limdenmayer

/s/ Patty Foltz          Secretary/Treasurer                January 14, 2000
Patty Foltz

/s/ Fred Jensen          Director                           January 14, 2000
Fred K. Jensen

/s/ David Norris         Director                          January 14, 2000
David B. Norris

/s/ Dam Wills            Director                          January 14, 2000
Dan Willis
EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein
ATTORNEY AT LAW
                                              Telephone (702) 794-2590
                                              Facsimile (702) 794-0744
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities

1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        January 14, 2000

Mr. Jonathan Burst
President
International Fuel Technology, Inc.
7777 Bonhomme, Suite 1920
St. Louis, Missouri  63105

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Burst:

You have requested our opinion as to the legality of the registration by you,
International  Fuel Technology, Inc. (the "Corporation")  of  up  to  127,559
shares  of  Common Stock (the "shares") pursuant to a Registration Statement,
dated  January  14,  2000, on Form S-8 (the "Registration Statement")  to  be
filed on January 14, 2000:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  (the
     "Articles");

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The registrants Form 10SB filed June 14, 1999

6.    The  registrants Quarterly Report on Form 10-QSB for the quarter ending
March 31, 1999 Pre Merger

7.    The  registrants Quarterly Report on Form 10-QSB for the quarter ending
June 30, 1999 Pre Merger.

8.    The  registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999 Pre Merger

9.   The registrants Form 8-K filed November 4, 1999

10.  The registrants Form 8-K filed November 10, 1999

11.  The registrants Form 8-K filed January 12, 2000

12.  The Consultant and Employee Stock Compensation Plan; and

13.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.
Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  (i) will have been duly authorized, legally issued, fully paid  and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and  (iii) do not require a permit from any governmental agency.

Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue-Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.

                                        Yours Very Truly,

                                        /s/ Donald Stoecklein

                                        Donald J. Stoecklein

s8opin.899

                                 EXHIBIT 10
                  CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
AMENDED AND RESTATED JANUARY 2000 CONSULTANT
                                     AND
                      EMPLOYEE STOCK COMPENSATION PLAN
                     International Fuel Technology, Inc.

                               I.
                      Purpose of the Plan.

The  purpose  of  this  Plan is to further the growth of  International  Fuel
Technology,  Inc.  ("IFT") by allowing the Company  to  compensate  officers,
directors, consultants and certain other persons providing bona fide services
to the Company or to compensate officers, directors and employees for accrual
of salary, through the award of IFT's common stock.

                              II.
                           Definitions

Whenever  used in this Plan, the following terms shall have the meanings  set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of IFT.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the common stock, par value $ .01 per share, of IFT.

5.  "Date of Grant" means the day the Board of Directors authorizes the grant
of  an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.

6.  "Employee" means any person or entity that renders bona fide services  to
the  Company (including, without limitation, the following: a person employed
by  the  Company in a key capacity; an officer or director of IFT or  one  or
more  Subsidiaries;  a  person  or  company  engaged  by  the  Company  as  a
consultant; or a lawyer, law firm, accountant or accounting firm.

7. "Subsidiary" means any corporation that is a subsidiary with regard to IFT
as that term is defined in Section 424(f) of the Code.

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is January 14, 2000.

                              IV.
                   Administration of the Plan

The  Board  of Directors will be responsible for the administration  of  this
Plan,  and  will  grant  Awards  under this  Plan.  Subject  to  the  express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend  and
rescind  rules  and  regulations relating  to  it,  and  to  make  all  other
determinations   which  it  believes  to  be  necessary   or   advisable   in
administering this Plan. The determinations of the Board of Directors on  the
matters  referred  to  in  this Section shall be  conclusive.  The  Board  of
Directors  shall have sole and absolute discretion to amend  this  Plan.   No
member  of the Board of Directors shall be liable for any act or omission  in
connection with the administration of this Plan unless it resulted  from  the
member's willful misconduct.
V.
                   Stock Subject to the Plan

The  maximum  number  of shares of Common Stock as to  which  Awards  may  be
granted  under this Plan as of this date and subject to subsequent  amendment
is 500,000 shares. The Common Stock which is issued on grant of awards may be
authorized  but  unissued  shares  or  shares  which  have  been  issued  and
reacquired by IFT. The Board of Directors may increase the maximum number  of
shares of Common Stock as to which Awards may be granted at such time  as  it
deems advisable.

                              VI.
               Persons Eligible to Receive Awards

Awards  may  be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                    VII.
                        Grants of Awards

Except  as  otherwise  provided herein, the Board  of  Directors  shall  have
complete  discretion to determine when and to which Employees or  Consultants
Awards  are  to be granted, and the number of shares of Common  Stock  as  to
which  awards  granted to each Employee or consultant will relate.  No  grant
will  be  made  if, in the judgment of the Board of Directors, such  a  grant
would  constitute a public distribution within the meaning of the  Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder.  The Board of Directors upon approval of the issuance  of  shares
pursuant  to this plan shall provide as an exhibit, the party to whom  shares
are issued, and the number of shares issued.

                                    VIII.
                 Delivery of Stock Certificates

As  promptly as practicable after authorizing the grant of an Award IFT shall
deliver  to  the  person who is the recipient of the Award, a certificate  or
certificates  registered in that person's name, representing  the  number  of
shares of Common Stock that were granted.

                              IX.
                           Employment

Nothing  in  this  Plan  or in the grant of an Award shall  confer  upon  any
Employee or consultant the right to continue in the employ of the Company nor
shall  it interfere with or restrict in any way the rights of the Company  to
discharge any employee at any time for any reason whatsoever, with or without
cause.

                               X.
                      Laws and Regulations

The obligation of IFT to sell and deliver shares of Common Stock on the grant
of  an  Award under this Plan shall be subject to the condition that  counsel
for  IFT be satisfied that the sale and delivery thereof will not violate the
Act or any other applicable laws, rules or regulations.

                              XI.
                      Withholding of Taxes

If  subject  to withholding tax, the Company shall be authorized to  withhold
from  an  Employer's salary or other cash compensation such sums of money  as
are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to  satisfy  the  Company's withholding obligations. If the  Company  becomes
required  to  pay  withholding  tax to any federal,  state  or  other  taxing
authority as a result of the granting of an Award and the Employee  fails  to
provide  the  Company with the funds with which to pay that withholding  tax,
the  Company may withhold up to 50% of each payment of salary or bonus to the
Employee  (which  will  be  in addition to any other  required  or  permitted
withholding),  until  the  Company  has  been  reimbursed  for   the   entire
withholding tax it was required to pay.
XII.
                     Reservation of Shares

IFT  shall  at all times keep reserved for issuance on grant of awards  under
this  Plan a number of authorized but unissued or reacquired shares of Common
Stock  equal to the maximum number of shares IFT may be required to be issued
on the grant of Awards under this Plan.

                             XII.
                    Termination of the Plan

The Board of Directors may suspend or terminate this Plan at any time or from
time  to  time,  but no such action shall adversely affect the  rights  of  a
person granted an Award under this Plan prior to that date.

                             XIV.
                        Delivery of Plan

A  Copy of this Plan shall be delivered to all participants, together with  a
copy  of  the resolution or resolutions of the Board of Directors authorizing
the   granting  of  the  Award  and  establishing  the  terms,  if  any,   of
participation.

No  dealer, salesman, or any other person has been authorized by the  Company
to  give  any  information or to make any representations  other  than  those
contained in this Prospectus in connection with the offering made hereby, and
if  given  or  made, such information or representations must not  be  relied
upon.  This  Prospectus  does  not  constitute  an  offer  to  sell  or   the
solicitation  of an offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an offer to buy,  to
any person in any jurisdiction in which such offer or sale would be unlawful.
Neither  the  delivery of this Prospectus nor any sale made  hereunder  shall
under  any circumstances create any implication that there has been no change
in  the affairs of the Company since any of the dates as of which information
is furnished or since the date of this Prospectus.