SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 FUELNATION INC.

          Florida                                            65-0827283
           ----------                                     ---------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification Number)

         1700 North Dixie Highway, Suite 125, Boca Raton, Florida 33432
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                      Employment Agreement with Paul Sapita
                     Employment Agreement with James Wilson
                    Employment Agreement with Chris Salmonson
                       Employment Agreement with John Leta
                    Employment Agreement with Kevin A. White
                   Employment Agreement with Daniel A. Wilmott
                  Employment Agreement with Michael Freudenberg
                              (Full Title of Plan)

                        Christopher Salmonson, President
                                 FuelNation Inc.
                       1700 North Dixie Highway, Suite 125
                            Boca Raton, Florida 33432
                                 (561) 391-5883
                     (Name, address and telephone number of
                              agent for service.)



<PAGE>
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

                                                                                      Proposed
                                                              Proposed                 Maximum
                                                              Maximum                 Aggregate
Title of Securities            Amount of shares               Offering                Offering                       Filing
to be Registered               to be Registered               Price per share           Price                          Fee
---------------------          --------------------           -----------------       -----------                 ---------

<S>                                 <C>                        <C>                        <C>
$.01 par value                      551,910                    $.22                       $121,420.20
Common Stock

$.01 par value                    14,530,239                   $.22                     $3,196,652.58
Common Stock

$.01 par value                    14,380,239                  $.22                      $3,163,652.58
Common Stock

$.01 par value                    1,000,000                   $.22                        $220,000.00
Common Stock

$.01 par value                      100,000                   $.22                         $22,000.00
Common Stock

$.01 par value                      100,000                   $.22                         $22,000.00
Common Stock

$.01 par value                      100,000                   $.22                         $22,000.00
Common Stock


Total                             30,762,388                  $.22                      $6,767,725.36              $1,691.93



<FN>

(1)             This calculation is made solely for the purposes of determining
                the registration fee pursuant to the provisions of Rule 457(h)
                under the Securities Act and is calculated on the basis of the
                average of the high and low selling prices per share of the
                Registrant's common stock on August 22, 2001 as reported by the
                OTC Electronic bulletin Board.

</FN>
</TABLE>









<PAGE>


                                   PROSPECTUS

                                 FUELNATION INC.
                            1700 North Dixie Highway
                                    Suite 125
                            Boca Raton, Florida 33432
                                 (561) 391-5883

                       (30,762,388 Shares of Common Stock)

         This prospectus relates to the offer and sale by FuelNation Inc., a
Florida corporation (the "Company" or "FuelNation") of shares of its $.01 par
value per share common stock to certain employees pursuant to employment
agreements entered into between FuelNation and the employees for payment of
services rendered and to be rendered. FuelNation is registering hereunder and
then issuing, upon receipt of adequate consideration therefore, to the employees
30,762,388 shares of common stock in consideration for services to be performed
under the respective agreements.

         The common stock is not subject to any restriction on transferability.
Recipients of shares other than person who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. Of the shares registered
hereunder, 29,462,388 shares are being registered for affiliates of FuelNation.
An affiliate is any director, executive officer or controlling shareholder of
the company or any of its subsidiaries. An "affiliate" of the company is subject
to Section 16(b) of the Securities Exchange Act of 1934. If an employee who is
not now an "affiliate" becomes an "affiliate" of the company in the future, he/
she would then be subject to Section 16(b) of the Exchange Act.

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

                 The date of this prospectus is August 22, 2001.


                                       3






<PAGE>


           This prospectus is part of the registration statement, which was
filed and became effective under the Securities Act of 1933, and does not
contain all of the information set forth in the registration statement, certain
portions of which have been omitted pursuant to the rules and regulations
promulgated by the U.S. Securities and Exchange Commission under the Securities
Act. The statements in this prospectus as to the contents of any contracts or
other documents filed as an exhibit to either the registration statement or
other filings by FuelNation with the Commission are qualified in their entirety
by the reference thereto.

           A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: FuelNation Inc., 1700
North Dixie Highway, Suite 125, Boca Raton, Florida 33432, (561) 391-5883.

           FuelNation is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by FuelNation under the Exchange Act may
be inspected and copied at the public reference facility maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. FuelNation's stock trades on the
Over-the-Counter Bulletin Board under the symbol FLNT.

           No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by FuelNation. This prospectus does not constitute an offer or a
solicitation by anyone to any person in any state, territory or possession of
the United States in which such offer or solicitation is not authorized by the
laws thereof, or to any person to whom it is unlawful to make such offer or
solicitation.

           Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has not been a
change in the affairs of FuelNation since the date hereof.






                                       4





<PAGE>


TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus.......................... 5
Item 1. Plan Information ..................................................... 5
                     General Information ..................................... 5
                     The Company ............................................. 5
                     Purposes................................................. 5
                     Common Stock............................................. 5
                     The Consultants.......................................... 5
                     No Restrictions on Transfer ............................. 5
                     Tax Treatment to the Consultants ........................ 5
                     Tax Treatment to the Company............................. 6
                     Restrictions on Resale .................................. 6
Documents Incorporated by Reference and Additional Information ............... 6

Item 2. Registrant Information and Employee Plan Annual Information .......... 6
                     Legal Opinion and Experts ............................... 7
                     Indemnification of Officers and Directors................ 7
Information Required in the Registration Statement............................ 7

Item 3. Incorporation of Documents by Reference .............................. 7

Item 4. Description of Securities ............................................ 8

Item 5. Interest of Named Experts and Counsel ................................ 8

Item 6. Indemnification of Directors and Officers ............................ 8

Item 7. Exemption from Registration Claimed .................................. 8

Item 8. Exhibits ............................................................. 9

Item 9. Undertakings ......................................................... 9

Signatures ...................................................................10

Exhibits Index ...............................................................12



                                       5



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company

           FuelNation has its principal executive offices at 1700 North Dixie
Highway, Suite 125, Boca Raton, Florida 33432 where its telephone number is
(561) 391-5883.

Purposes

           The common stock to be issued by FuelNation to certain employees will
be issued pursuant to business employment agreements entered into between the
employees and FuelNation, which have been approved by the Board of Directors of
the company. The agreements are intended to provide a method whereby FuelNation
may be stimulated by the personal involvement of the employees in the company's
future prosperity, thereby advancing the interests of FuelNation and all of its
shareholders. Copies of the agreements have been filed as exhibits to this
registration statement.

Common Stock

           The Board of Directors has authorized the issuance of up to
30,762,388 shares of common stock and options to purchase common stock to the
consultants and employees upon effectiveness of this registration statement.

The Consultants

           The employees have agreed to provide their expertise and advice to
FuelNation for the purposes set forth in their agreements with the company.

No Restrictions on Transfer

           The employees will become the record and beneficial owners of the
shares of common stock upon issuance and delivery and is entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock. Affiliates of FuelNation
will be subject to the Section 16 (b) of the Exchange Act.




                                       6
<PAGE>


Tax Treatment to the Employees

           Neither common stock nor the options to purchase common stock are
qualified under Section 401 (a) of the Internal Revenue Code. The employees,
therefore, will be required for federal income tax purposes to recognize
ordinary income during the taxable year in which the first of the following
events occur: (a) the shares become freely transferable, or (b) the shares cease
to be subject to a substantial risk of forfeiture. Accordingly, absent a
specific contractual provision to the contrary, the employees will receive
compensation that may be taxable at ordinary rates equal to the fair market
value of the shares on the date of receipt since there will be no substantial
risk of forfeiture or other restrictions on transfer. The employees are urged
to consult their own tax advisors on this matter. Further, if any recipient is
an "affiliate" Section 16(b) of the Exchange Act is applicable and will affect
the issue of taxation.

Restrictions on Resale

           In the event that an affiliate of the company acquires shares of
common stock hereunder, the affiliate will be subject to Section 16 (b) of the
Exchange Act. Further, in the event that any affiliate acquiring shares
hereunder sold or sells any shares of common stock in the six months preceding
or following the receipt of shares hereunder, any so called "profit," as
computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to FuelNation. Services rendered have been
recognized as valid consideration for the "purchase" of shares in connection
with the "profit" computation under the section 16(b) of the Exchange Act.
FuelNation has agreed that for the purpose of any "profit" computation under
16(b), the price paid for FuelNation's common stock issued hereunder to
affiliates is equal to the value of services rendered. Shares of the company's
common stock acquired hereunder by persons other that affiliates are not subject
to Section 16(b) of the Exchange Act.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

           FuelNation hereby incorporates by reference (1) its Form 10-KSB for
the year ended December 31, 2000, filed pursuant to the Exchange Act; (2) any
and all Quarterly Reports and Current Reports on Form 10-QSB or 8-K filled under
the Securities or Exchange Acts subsequent to the filing of FuelNation Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2000, as well as
all other reports filed under Section 13 of the Exchange Act, and (iii) its
annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of the
Exchange Act. In addition, all further documents filed by the company pursuant
to Section 13, 14, or 15(d) of the Exchange Act prior to termination of this
offering are deemed to be incorporated by reference into this prospectus and to
be a part hereof from the date of the filing. All documents which when together
constitute this prospectus, will be sent or given to participants by the
Registrant as specified by Rule 428 (b) (1) of the Securities Act.

                                       7

<PAGE>


Item 2.  Registrant Information and Employee Plan Annual Information

           A copy of any document or part thereof incorporated by reference in
this registration statement but not delivered pursuant to Rule 428 (b) under the
Securities Act will be furnished without charge upon written or oral request.
Requests should be addressed to: FuelNation Inc., 1700 North Dixie Highway,
Suite 125,Boca Raton, Florida 33432, (561) 391-5883.

Legal Opinion and Experts

         Schonfeld & Weinstein, L.L.P. has rendered an opinion on the validity
of the securities being registered. Schonfeld & Weinstein, L.L.P. is not an
"affiliate" of the company. Schonfeld & Weinstein, L.L.P. owns options to
purchase 250,000 shares of FuelNation common stock.

           The financial statements of FuelNation Inc. incorporated by reference
in this prospectus for the fiscal year ended December 31, 2000 have been audited
by Sellers & Associates, independent certified public accountants, as set forth
in their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting. The financial statements of FuelNation Inc.
incorporated by reference in this prospectus for the fiscal year ended December
31, 1999 have been audited by Moore Stephens Lovelace, P.A., independent
certified public accountants, as set forth in their report incorporated herein
by reference, and are incorporated herein in reliance upon such report given
upon the authority of said firm as experts in auditing and accounting.


Indemnification of Officers and Directors

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


                                       8

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

           Registrant herby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

         (a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;

         (b) All other reports filled pursuant to Section 13(a) or 159d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above; and

           (C) The latest prospectus filed pursuant to Rule 424 (b) under the
Securities Act.

Item 4. Description of Securities

           No description of the class of securities (i.e., the $.01 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Schonfeld & Weinstein, L.L.P. owns an option to purchase 250,000 shares
of FuelNation common stock.


                                       9



<PAGE>


Item 6. Indemnification of Directors and Officers

           FuelNation shall indemnify to the fullest extent permitted by, and in
the manner permissible under the laws of the State of Florida, any person made,
or threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of FuelNation, or served any other enterprise as director,
officer or employee at the request of FuelNation. The Board of Directors, in its
discretion, shall have the power on behalf of FuelNation to indemnify any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of
FuelNation.

           In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be n, 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 FuelNation's Articles of Incorporation.

Item 7. Exemption from Registration Claimed

           Not applicable.




                                       10
<PAGE>


Item 8. Exhibits

(a)             The following exhibits are filed as part of this registration
                statement pursuant to Item 601 of Regulation S-B and are
                specifically incorporated herein by this reference:

Exhibit No.          Title

10.5       Employment Agreement with Paul Sapita
10.6       Employment Agreements with James Wilson
10.7       Employment Agreements with Chris Salmonson
10.8       Employment Agreements with John Leta
10.9       Employment Agreements with Kevin A. White
10.10      Employment Agreements with Daniel A. Wilmott
10.11      Employment Agreements with John Freudberg
23.1       Consent of Schonfeld & Weinstein, L.L.P.
23.2       Consent of Sellers & Associates, CPA
23.3       Consent of Moore Stephens Lovelace, P.A.

Item 9. Undertakings

           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 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 even that a claim for
indemnification against such liabilities (other than 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.

           Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
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 deletion of managing underwriter;



                                       11



<PAGE>


         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement of the securities offered, and the offering of the
securities at that time 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.

         (4) 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.




                                       13



<PAGE>


SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF BOCA RATON, STATE OF FLORIDA ON AUGUST 22, 2001.

Date                                     FUELNATION INC.
August 22, 2001
                                         By:_____________________________
                                         Christopher Salmonson, President, CEO,
                                         Chairman of the Board


IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN
THE CAPACITIES AND ON THE DATE INDICATED.

DATE:

August 22, 2001                          By:  ------------------------------
                                              CHRISTOPHER SALMONSON,
                                              PRESIDENT, CEO, DIRECTOR




                                         By:  ---------------------------------
August 22, 2001                               Shaikh Isa Mohammed Isa AlKhalifa
                                              Director

August 22, 2001                          By:_____________________________
                                            Ed Ruh, Director


August 22, 2001                         By:
                                             -----------------------------------
                                              JAMES L. WILSON, DIRECTOR



August 22, 2001                          By:
                                               -----------------------------
                                               WILLIAM C. SCHLECHT, DIRECTOR
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 FUELNATION INC.

          Florida                                            65-0827283
           ----------                                     ---------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification Number)

         1700 North Dixie Highway, Suite 125, Boca Raton, Florida 33432
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                      Employment Agreement with Paul Sapita
                     Employment Agreement with James Wilson
                    Employment Agreement with Chris Salmonson
                       Employment Agreement with John Leta
                    Employment Agreement with Kevin A. White
                   Employment Agreement with Daniel A. Wilmott
                  Employment Agreement with Michael Freudenberg
                              (Full Title of Plan)

                        Christopher Salmonson, President
                                 FuelNation Inc.
                       1700 North Dixie Highway, Suite 125
                            Boca Raton, Florida 33432
                                 (561) 391-5883
                     (Name, address and telephone number of
                              agent for service.)
CALCULATION OF REGISTRATION FEE

                                                                                      Proposed
                                                              Proposed                 Maximum
                                                              Maximum                 Aggregate
Title of Securities            Amount of shares               Offering                Offering                       Filing
to be Registered               to be Registered               Price per share           Price                          Fee
---------------------          --------------------           -----------------       -----------                 ---------
$.01 par value                      551,910                    $.22                       $121,420.20
Common Stock

$.01 par value                    14,530,239                   $.22                     $3,196,652.58
Common Stock

$.01 par value                    14,380,239                  $.22                      $3,163,652.58
Common Stock

$.01 par value                    1,000,000                   $.22                        $220,000.00
Common Stock

$.01 par value                      100,000                   $.22                         $22,000.00
Common Stock

$.01 par value                      100,000                   $.22                         $22,000.00
Common Stock

$.01 par value                      100,000                   $.22                         $22,000.00
Common Stock

Total                             30,762,388                  $.22                      $6,767,725.36              $1,691.93
(1)             This calculation is made solely for the purposes of determining
                the registration fee pursuant to the provisions of Rule 457(h)
                under the Securities Act and is calculated on the basis of the
                average of the high and low selling prices per share of the
                Registrant's common stock on August 22, 2001 as reported by the
                OTC Electronic bulletin Board.
PROSPECTUS

                                 FUELNATION INC.
                            1700 North Dixie Highway
                                    Suite 125
                            Boca Raton, Florida 33432
                                 (561) 391-5883

                       (30,762,388 Shares of Common Stock)

         This prospectus relates to the offer and sale by FuelNation Inc., a
Florida corporation (the "Company" or "FuelNation") of shares of its $.01 par
value per share common stock to certain employees pursuant to employment
agreements entered into between FuelNation and the employees for payment of
services rendered and to be rendered. FuelNation is registering hereunder and
then issuing, upon receipt of adequate consideration therefore, to the employees
30,762,388 shares of common stock in consideration for services to be performed
under the respective agreements.

         The common stock is not subject to any restriction on transferability.
Recipients of shares other than person who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. Of the shares registered
hereunder, 29,462,388 shares are being registered for affiliates of FuelNation.
An affiliate is any director, executive officer or controlling shareholder of
the company or any of its subsidiaries. An "affiliate" of the company is subject
to Section 16(b) of the Securities Exchange Act of 1934. If an employee who is
not now an "affiliate" becomes an "affiliate" of the company in the future, he/
she would then be subject to Section 16(b) of the Exchange Act.

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

                 The date of this prospectus is August 22, 2001.

                                       3
This prospectus is part of the registration statement, which was
filed and became effective under the Securities Act of 1933, and does not
contain all of the information set forth in the registration statement, certain
portions of which have been omitted pursuant to the rules and regulations
promulgated by the U.S. Securities and Exchange Commission under the Securities
Act. The statements in this prospectus as to the contents of any contracts or
other documents filed as an exhibit to either the registration statement or
other filings by FuelNation with the Commission are qualified in their entirety
by the reference thereto.

           A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: FuelNation Inc., 1700
North Dixie Highway, Suite 125, Boca Raton, Florida 33432, (561) 391-5883.

           FuelNation is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by FuelNation under the Exchange Act may
be inspected and copied at the public reference facility maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. FuelNation's stock trades on the
Over-the-Counter Bulletin Board under the symbol FLNT.

           No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by FuelNation. This prospectus does not constitute an offer or a
solicitation by anyone to any person in any state, territory or possession of
the United States in which such offer or solicitation is not authorized by the
laws thereof, or to any person to whom it is unlawful to make such offer or
solicitation.

           Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has not been a
change in the affairs of FuelNation since the date hereof.

                                       4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus.......................... 5
Item 1. Plan Information ..................................................... 5
                     General Information ..................................... 5
                     The Company ............................................. 5
                     Purposes................................................. 5
                     Common Stock............................................. 5
                     The Consultants.......................................... 5
                     No Restrictions on Transfer ............................. 5
                     Tax Treatment to the Consultants ........................ 5
                     Tax Treatment to the Company............................. 6
                     Restrictions on Resale .................................. 6
Documents Incorporated by Reference and Additional Information ............... 6

Item 2. Registrant Information and Employee Plan Annual Information .......... 6
                     Legal Opinion and Experts ............................... 7
                     Indemnification of Officers and Directors................ 7
Information Required in the Registration Statement............................ 7

Item 3. Incorporation of Documents by Reference .............................. 7

Item 4. Description of Securities ............................................ 8

Item 5. Interest of Named Experts and Counsel ................................ 8

Item 6. Indemnification of Directors and Officers ............................ 8

Item 7. Exemption from Registration Claimed .................................. 8

Item 8. Exhibits ............................................................. 9

Item 9. Undertakings ......................................................... 9

Signatures ...................................................................10

Exhibits Index ...............................................................12

                                       5
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company

           FuelNation has its principal executive offices at 1700 North Dixie
Highway, Suite 125, Boca Raton, Florida 33432 where its telephone number is
(561) 391-5883.

Purposes

           The common stock to be issued by FuelNation to certain employees will
be issued pursuant to business employment agreements entered into between the
employees and FuelNation, which have been approved by the Board of Directors of
the company. The agreements are intended to provide a method whereby FuelNation
may be stimulated by the personal involvement of the employees in the company's
future prosperity, thereby advancing the interests of FuelNation and all of its
shareholders. Copies of the agreements have been filed as exhibits to this
registration statement.

Common Stock

           The Board of Directors has authorized the issuance of up to
30,762,388 shares of common stock and options to purchase common stock to the
consultants and employees upon effectiveness of this registration statement.

The Consultants

           The employees have agreed to provide their expertise and advice to
FuelNation for the purposes set forth in their agreements with the company.

No Restrictions on Transfer

           The employees will become the record and beneficial owners of the
shares of common stock upon issuance and delivery and is entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock. Affiliates of FuelNation
will be subject to the Section 16 (b) of the Exchange Act.

                                       6
Tax Treatment to the Employees

           Neither common stock nor the options to purchase common stock are
qualified under Section 401 (a) of the Internal Revenue Code. The employees,
therefore, will be required for federal income tax purposes to recognize
ordinary income during the taxable year in which the first of the following
events occur: (a) the shares become freely transferable, or (b) the shares cease
to be subject to a substantial risk of forfeiture. Accordingly, absent a
specific contractual provision to the contrary, the employees will receive
compensation that may be taxable at ordinary rates equal to the fair market
value of the shares on the date of receipt since there will be no substantial
risk of forfeiture or other restrictions on transfer. The employees are urged
to consult their own tax advisors on this matter. Further, if any recipient is
an "affiliate" Section 16(b) of the Exchange Act is applicable and will affect
the issue of taxation.

Restrictions on Resale

           In the event that an affiliate of the company acquires shares of
common stock hereunder, the affiliate will be subject to Section 16 (b) of the
Exchange Act. Further, in the event that any affiliate acquiring shares
hereunder sold or sells any shares of common stock in the six months preceding
or following the receipt of shares hereunder, any so called "profit," as
computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to FuelNation. Services rendered have been
recognized as valid consideration for the "purchase" of shares in connection
with the "profit" computation under the section 16(b) of the Exchange Act.
FuelNation has agreed that for the purpose of any "profit" computation under
16(b), the price paid for FuelNation's common stock issued hereunder to
affiliates is equal to the value of services rendered. Shares of the company's
common stock acquired hereunder by persons other that affiliates are not subject
to Section 16(b) of the Exchange Act.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

           FuelNation hereby incorporates by reference (1) its Form 10-KSB for
the year ended December 31, 2000, filed pursuant to the Exchange Act; (2) any
and all Quarterly Reports and Current Reports on Form 10-QSB or 8-K filled under
the Securities or Exchange Acts subsequent to the filing of FuelNation Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2000, as well as
all other reports filed under Section 13 of the Exchange Act, and (iii) its
annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of the
Exchange Act. In addition, all further documents filed by the company pursuant
to Section 13, 14, or 15(d) of the Exchange Act prior to termination of this
offering are deemed to be incorporated by reference into this prospectus and to
be a part hereof from the date of the filing. All documents which when together
constitute this prospectus, will be sent or given to participants by the
Registrant as specified by Rule 428 (b) (1) of the Securities Act.

                                       7
Item 2.  Registrant Information and Employee Plan Annual Information

           A copy of any document or part thereof incorporated by reference in
this registration statement but not delivered pursuant to Rule 428 (b) under the
Securities Act will be furnished without charge upon written or oral request.
Requests should be addressed to: FuelNation Inc., 1700 North Dixie Highway,
Suite 125,Boca Raton, Florida 33432, (561) 391-5883.

Legal Opinion and Experts

         Schonfeld & Weinstein, L.L.P. has rendered an opinion on the validity
of the securities being registered. Schonfeld & Weinstein, L.L.P. is not an
"affiliate" of the company. Schonfeld & Weinstein, L.L.P. owns options to
purchase 250,000 shares of FuelNation common stock.

           The financial statements of FuelNation Inc. incorporated by reference
in this prospectus for the fiscal year ended December 31, 2000 have been audited
by Sellers & Associates, independent certified public accountants, as set forth
in their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting. The financial statements of FuelNation Inc.
incorporated by reference in this prospectus for the fiscal year ended December
31, 1999 have been audited by Moore Stephens Lovelace, P.A., independent
certified public accountants, as set forth in their report incorporated herein
by reference, and are incorporated herein in reliance upon such report given
upon the authority of said firm as experts in auditing and accounting.

Indemnification of Officers and Directors

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

                                       8

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

           Registrant herby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

         (a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;

         (b) All other reports filled pursuant to Section 13(a) or 159d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above; and

           (C) The latest prospectus filed pursuant to Rule 424 (b) under the
Securities Act.

Item 4. Description of Securities

           No description of the class of securities (i.e., the $.01 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Schonfeld & Weinstein, L.L.P. owns an option to purchase 250,000 shares
of FuelNation common stock.

                                       9
Item 6. Indemnification of Directors and Officers

           FuelNation shall indemnify to the fullest extent permitted by, and in
the manner permissible under the laws of the State of Florida, any person made,
or threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of FuelNation, or served any other enterprise as director,
officer or employee at the request of FuelNation. The Board of Directors, in its
discretion, shall have the power on behalf of FuelNation to indemnify any
person, other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of
FuelNation.

           In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be n, 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 FuelNation's Articles of Incorporation.

Item 7. Exemption from Registration Claimed

           Not applicable.

                                       10
Item 8. Exhibits

(a)             The following exhibits are filed as part of this registration
                statement pursuant to Item 601 of Regulation S-B and are
                specifically incorporated herein by this reference:

Exhibit No.          Title

10.5       Employment Agreement with Paul Sapita
10.6       Employment Agreements with James Wilson
10.7       Employment Agreements with Chris Salmonson
10.8       Employment Agreements with John Leta
10.9       Employment Agreements with Kevin A. White
10.10      Employment Agreements with Daniel A. Wilmott
10.11      Employment Agreements with John Freudberg
23.1       Consent of Schonfeld & Weinstein, L.L.P.
23.2       Consent of Sellers & Associates, CPA
23.3       Consent of Moore Stephens Lovelace, P.A.

Item 9. Undertakings

           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 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 even that a claim for
indemnification against such liabilities (other than 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.

           Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
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 deletion of managing underwriter;

                                       11
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement of the securities offered, and the offering of the
securities at that time 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.

         (4) 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                       13
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF BOCA RATON, STATE OF FLORIDA ON AUGUST 22, 2001.

Date                                     FUELNATION INC.
August 22, 2001
                                         By:_____________________________
                                         Christopher Salmonson, President, CEO,
                                         Chairman of the Board

IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN
THE CAPACITIES AND ON THE DATE INDICATED.

DATE:

August 22, 2001                          By:  ------------------------------
                                              CHRISTOPHER SALMONSON,
                                              PRESIDENT, CEO, DIRECTOR

                                         By:  ---------------------------------
August 22, 2001                               Shaikh Isa Mohammed Isa AlKhalifa
                                              Director

August 22, 2001                          By:_____________________________
                                            Ed Ruh, Director

August 22, 2001                         By:
                                             -----------------------------------
                                              JAMES L. WILSON, DIRECTOR

August 22, 2001                          By:
                                               -----------------------------
                                               WILLIAM C. SCHLECHT, DIRECTOR