As filed with the Securities and Exchange Commission on October 22, 2004


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

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


                           SOLOMON TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

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

                           Delaware                                                           52-1812208
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

            1400 L&R Industrial Blvd.                                                            34689
             Tarpon Springs, Florida                                                           (Zip code)
     (Address of principal executive offices)
</TABLE>

                SOLOMON TECHNOLOGIES, INC. 2003 STOCK OPTION PLAN
                            (Full title of the plan)

                             Peter W. DeVecchis, Jr.
                                    President
                           Solomon Technologies, Inc.
                            1400 L&R Industrial Blvd.
                          Tarpon Springs, Florida 34689
                     (Name and address of agent for service)

                                 (727) 934-8778
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Ralph W. Norton, Esq.
                               Davis & Gilbert LLP
                                  1740 Broadway
                            New York, New York 10019
                                 (212) 468-4800

                         Calculation of Registration Fee
<TABLE>

==========================================================================================================================
<S><C>                                               <C>             <C>                <C>                 <C>
       Title of securities to be registered         | Amount to be  | Proposed maximum  | Proposed maximum |    Amount of
                                                    |  registered   |  offering price   |    aggregate     |  registration
                                                    |               |     per share     |  offering price  |       fee
--------------------------------------------------------------------------------------------------------------------------
     Common Stock that may be issued under the      |   2,000,000   |      $0.75 (1)    |    $1,500,000    |     $190.05
        Registrant's 2003 Stock Option Plan         |               |                   |                  |
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents  the last sale price of our common stock on October 19, 2004, as
reported on the OTC Bulletin  Board,  in  accordance  with Rule 457(c) under the
Securities Act of 1933, as amended (the  "Securities  Act").

In accordance  with the  provisions of Rule 462 under the  Securities  Act, this
registration statement will become effective upon filing with the Securities and
Exchange  Commission.

Pursuant to Rule 416 under the Securities Act, this registration  statement also
covers  additional  securities to be offered or issued in connection  with terms
that provide for a change in the amount of securities being offered or issued to
prevent dilution resulting from stock splits, dividends or similar transactions.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information
        ----------------

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the Solomon  Technologies,  Inc. 2003
Stock  Option  Plan (the  "Plan"),  as  specified  by Rule  428(b)(1)  under the
Securities  Act. In accordance  with the rules and regulations of the Securities
and Exchange Commission (the  "Commission"),  such documents are not required to
be filed  with the  Commission  as part of this  Registration  Statement.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information
        -----------------------------------------------------------

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(a) or
additional information about the Plan is available without charge by contacting:

Peter W. DeVecchis, Jr.
President
Solomon Technologies, Inc.
1400 L&R Industrial Blvd.
Tarpon Springs, Florida 34689
(727) 934-8778


                                      2
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following  documents  filed with the Commission are  incorporated  into
this Registration Statement by reference:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003;

     (b) The  Registrant's  Quarterly  Reports on Form  10-QSB for the  quarters
ended March 31, 2004, June 30, 2004 and September 30, 2004;

     (c) The  Registrant's  Current Report on Form 8-K filed with the Commission
on February 24, 2004;

     (d) The  Registrant's  Current Report on Form 8-K filed with the Commission
on May 14, 2004;

     (e) The  Registrant's  Current Report on Form 8-K filed with the Commission
on September 1, 2004;

     (f) The description of the  Registrant's  common stock, par value $.001 per
share,  contained in the Registrant's  Registration Statement on Form 8-A, filed
with the  Commission on December 30, 2003,  including any  amendments or reports
filed for the purpose of updating such description.

     All  reports  and  other  documents  filed by the  Registrant  pursuant  to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a  post-effective  amendment that indicates that all securities
offered have been sold or that  deregisters all securities then remaining unsold
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of each such report or other document.

Item 4. Description of Securities
        -------------------------

     Not applicable.

Item 5. Interests of Named Experts and Counsel
        --------------------------------------

     Not applicable.

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

     Section 145 of the Delaware  General  Corporation Law authorizes a court to
award,  or a corporation's  board of directors to grant,  indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware  General  Corporation Law are  sufficiently
broad to permit  indemnification  under certain  circumstances  for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.

     As permitted  by the Delaware  General  Corporation  Law, the  registrant's
certificate of  incorporation  includes a provision that eliminates the personal
liability of its directors for monetary  damages for breach of fiduciary duty as
a director, except for liability

     o    for any breach of the director's  duty of loyalty to the Registrant or
          its stockholders;

     o    for acts or omissions  not in good faith or that  involve  intentional
          misconduct or a knowing violation of law;



                                      II-1
<PAGE>

     o    under Section 174 of the Delaware  General  Corporation  Law regarding
          unlawful dividends and stock purchases; or

     o    for any  transaction  from  which the  director  derived  an  improper
          personal benefit.

     As permitted  by the Delaware  General  Corporation  Law, the  Registrant's
bylaws provide that

     o    the  Registrant  is required to indemnify  its directors and executive
          officers to the  fullest  extent  permitted  by the  Delaware  General
          Corporation Law;

     o    the  Registrant  may  indemnify  its  other  officers,  employees  and
          consultants   to  the  extent   permitted  by  the  Delaware   General
          Corporation Law;

     o    the Registrant is required to advance  expenses,  as incurred,  to its
          directors  and  executive  officers,  and may advance such expenses to
          other officers,  employees and consultants, in connection with a legal
          proceeding  to the fullest  extent  permitted by the Delaware  General
          Corporation Law, subject to certain limited exceptions; and

     o    the rights conferred in the bylaws are not exclusive.

     The  Registrant  intends to obtain  directors'  and officers'  insurance to
cover its directors and officers for certain liabilities, including coverage for
public securities matters.

Item 7. Exemption from Registration Claimed
        -----------------------------------

     Not applicable.

Item 8. Exhibits
        --------

5.1  Opinion of Davis & Gilbert LLP, filed herewith.

23.1 Consent of Radin, Glass & Co., LLP, filed herewith.

23.2 Consent of Davis & Gilbert LLP  (contained  in the opinion filed as Exhibit
     5.1).

24   Powers of Attorney (included on signature page).

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

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which it offers or sell  securities,  a
post-effective amendment to this Registration Statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

          (ii)  to  reflect  in  the  prospectus  any  facts  or  events  which,
     individually  or in the  aggregate,  represent a fundamental  change in the
     information set forth in the Registration Statement; and

          (iii) to include any additional or changed material information on the
     plan of distribution;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required in a post-effective  amendment is incorporated by reference
from periodic  reports filed with the Commission by the  Registrant  pursuant to
Section 13 or Section 15(d) of the Exchange Act.


                                      II-2
<PAGE>
     (2) That, for the purpose of determining any liability under the Securities
Act,  the  undersigned  will treat each such  post-effective  amendment 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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant,  pursuant to the provisions described in Item 6 above, or otherwise,
the  Registrant  has been  advised 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 the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether or not such  indemnification  is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


                                      II-3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Tarpon Springs in the State of Florida on October 20,
2004.

                                        SOLOMON TECHNOLOGIES, INC.

                                        By: /s/ Peter W. DeVecchis, Jr.
                                            ---------------------------
                                            Peter W. DeVecchis, Jr.
                                            President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below hereby severally constitutes and appoints Peter W. DeVecchis, Jr. and Gary
M. Laskowski and each of them, his true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective  amendments) to this registration statement
and all  documents  relating  thereto,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting  unto said  attorneys-in-fact  and agents,  each
acting  alone full power and  authority to do and perform each and every act and
thing  necessary or advisable to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents, or his substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<S>                                     <C>                                     <C>
Signature                               Title                                   Date

/s/ Peter W. DeVecchis, Jr.             President                               October 20, 2004
---------------------------             (Principal Executive Officer)
Peter W. DeVecchis, Jr.

/s/ Sam Occhipinti                      Chief Financial Officer                 October 20, 2004
---------------------------             (Principal Financial and
Sam Occhipinti                          Accounting Officer)

/s/ Jonathan Betts                      Director                                October 20, 2004
---------------------------
Jonathan Betts

/s/ Michael D'Amelio                    Director                                October 20, 2004
---------------------------
Michael D'Amelio

/s/ Gary M. Laskowski                   Director                                October 20, 2004
---------------------------
Gary M. Laskowski

/s/ David Lindhal                       Director                                October 20, 2004
---------------------------
David Lindhal

/s/ David E. Tether                     Director                                October 20, 2004
---------------------------
David E. Tether
</TABLE>


                                      II-4
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

5.1             Opinion of Davis & Gilbert LLP, filed herewith.

23.1            Consent of Radin, Glass & Co., LLP, filed herewith.

23.2            Consent of Davis & Gilbert LLP (contained in the opinion filed
                as Exhibit 5.1).

24              Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "solomon_s8-102204.txt", "description": "SOLOMON TECHNOLOGIES, INC. 102204", "secsgml_size_bytes": 17586}]
{"company-data": {"conformed-name": "SOLOMON TECHNOLOGIES INC", "cik": "0001240722", "assigned-sic": "3621", "irs-number": "521812208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119905", "film-number": "041091879"}, "business-address": {"street1": "7375 BENEDICT AVENUE", "city": "BENEDICT", "state": "MD", "zip": "20612", "phone": "3012744479"}}
As filed with the Securities and Exchange Commission on October 22, 2004

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

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

                           SOLOMON TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                           52-1812208
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

            1400 L&R Industrial Blvd.                                                            34689
             Tarpon Springs, Florida                                                           (Zip code)
     (Address of principal executive offices)
SOLOMON TECHNOLOGIES, INC. 2003 STOCK OPTION PLAN
                            (Full title of the plan)

                             Peter W. DeVecchis, Jr.
                                    President
                           Solomon Technologies, Inc.
                            1400 L&R Industrial Blvd.
                          Tarpon Springs, Florida 34689
                     (Name and address of agent for service)

                                 (727) 934-8778
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Ralph W. Norton, Esq.
                               Davis & Gilbert LLP
                                  1740 Broadway
                            New York, New York 10019
                                 (212) 468-4800

                         Calculation of Registration Fee

==========================================================================================================================
Title of securities to be registered         | Amount to be  | Proposed maximum  | Proposed maximum |    Amount of
                                                    |  registered   |  offering price   |    aggregate     |  registration
                                                    |               |     per share     |  offering price  |       fee
--------------------------------------------------------------------------------------------------------------------------
     Common Stock that may be issued under the      |   2,000,000   |      $0.75 (1)    |    $1,500,000    |     $190.05
        Registrant's 2003 Stock Option Plan         |               |                   |                  |
--------------------------------------------------------------------------------------------------------------------------
(1)  Represents  the last sale price of our common stock on October 19, 2004, as
reported on the OTC Bulletin  Board,  in  accordance  with Rule 457(c) under the
Securities Act of 1933, as amended (the  "Securities  Act").

In accordance  with the  provisions of Rule 462 under the  Securities  Act, this
registration statement will become effective upon filing with the Securities and
Exchange  Commission.

Pursuant to Rule 416 under the Securities Act, this registration  statement also
covers  additional  securities to be offered or issued in connection  with terms
that provide for a change in the amount of securities being offered or issued to
prevent dilution resulting from stock splits, dividends or similar transactions.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information
        ----------------

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the Solomon  Technologies,  Inc. 2003
Stock  Option  Plan (the  "Plan"),  as  specified  by Rule  428(b)(1)  under the
Securities  Act. In accordance  with the rules and regulations of the Securities
and Exchange Commission (the  "Commission"),  such documents are not required to
be filed  with the  Commission  as part of this  Registration  Statement.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information
        -----------------------------------------------------------

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(a) or
additional information about the Plan is available without charge by contacting:

Peter W. DeVecchis, Jr.
President
Solomon Technologies, Inc.
1400 L&R Industrial Blvd.
Tarpon Springs, Florida 34689
(727) 934-8778

                                      2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following  documents  filed with the Commission are  incorporated  into
this Registration Statement by reference:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003;

     (b) The  Registrant's  Quarterly  Reports on Form  10-QSB for the  quarters
ended March 31, 2004, June 30, 2004 and September 30, 2004;

     (c) The  Registrant's  Current Report on Form 8-K filed with the Commission
on February 24, 2004;

     (d) The  Registrant's  Current Report on Form 8-K filed with the Commission
on May 14, 2004;

     (e) The  Registrant's  Current Report on Form 8-K filed with the Commission
on September 1, 2004;

     (f) The description of the  Registrant's  common stock, par value $.001 per
share,  contained in the Registrant's  Registration Statement on Form 8-A, filed
with the  Commission on December 30, 2003,  including any  amendments or reports
filed for the purpose of updating such description.

     All  reports  and  other  documents  filed by the  Registrant  pursuant  to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a  post-effective  amendment that indicates that all securities
offered have been sold or that  deregisters all securities then remaining unsold
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of each such report or other document.

Item 4. Description of Securities
        -------------------------

     Not applicable.

Item 5. Interests of Named Experts and Counsel
        --------------------------------------

     Not applicable.

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

     Section 145 of the Delaware  General  Corporation Law authorizes a court to
award,  or a corporation's  board of directors to grant,  indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 145 of the Delaware  General  Corporation Law are  sufficiently
broad to permit  indemnification  under certain  circumstances  for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.

     As permitted  by the Delaware  General  Corporation  Law, the  registrant's
certificate of  incorporation  includes a provision that eliminates the personal
liability of its directors for monetary  damages for breach of fiduciary duty as
a director, except for liability

     o    for any breach of the director's  duty of loyalty to the Registrant or
          its stockholders;

     o    for acts or omissions  not in good faith or that  involve  intentional
          misconduct or a knowing violation of law;

                                      II-1
o    under Section 174 of the Delaware  General  Corporation  Law regarding
          unlawful dividends and stock purchases; or

     o    for any  transaction  from  which the  director  derived  an  improper
          personal benefit.

     As permitted  by the Delaware  General  Corporation  Law, the  Registrant's
bylaws provide that

     o    the  Registrant  is required to indemnify  its directors and executive
          officers to the  fullest  extent  permitted  by the  Delaware  General
          Corporation Law;

     o    the  Registrant  may  indemnify  its  other  officers,  employees  and
          consultants   to  the  extent   permitted  by  the  Delaware   General
          Corporation Law;

     o    the Registrant is required to advance  expenses,  as incurred,  to its
          directors  and  executive  officers,  and may advance such expenses to
          other officers,  employees and consultants, in connection with a legal
          proceeding  to the fullest  extent  permitted by the Delaware  General
          Corporation Law, subject to certain limited exceptions; and

     o    the rights conferred in the bylaws are not exclusive.

     The  Registrant  intends to obtain  directors'  and officers'  insurance to
cover its directors and officers for certain liabilities, including coverage for
public securities matters.

Item 7. Exemption from Registration Claimed
        -----------------------------------

     Not applicable.

Item 8. Exhibits
        --------

5.1  Opinion of Davis & Gilbert LLP, filed herewith.

23.1 Consent of Radin, Glass & Co., LLP, filed herewith.

23.2 Consent of Davis & Gilbert LLP  (contained  in the opinion filed as Exhibit
     5.1).

24   Powers of Attorney (included on signature page).

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

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which it offers or sell  securities,  a
post-effective amendment to this Registration Statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

          (ii)  to  reflect  in  the  prospectus  any  facts  or  events  which,
     individually  or in the  aggregate,  represent a fundamental  change in the
     information set forth in the Registration Statement; and

          (iii) to include any additional or changed material information on the
     plan of distribution;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required in a post-effective  amendment is incorporated by reference
from periodic  reports filed with the Commission by the  Registrant  pursuant to
Section 13 or Section 15(d) of the Exchange Act.

                                      II-2
(2) That, for the purpose of determining any liability under the Securities
Act,  the  undersigned  will treat each such  post-effective  amendment 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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant,  pursuant to the provisions described in Item 6 above, or otherwise,
the  Registrant  has been  advised 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 the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether or not such  indemnification  is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Tarpon Springs in the State of Florida on October 20,
2004.

                                        SOLOMON TECHNOLOGIES, INC.

                                        By: /s/ Peter W. DeVecchis, Jr.
                                            ---------------------------
                                            Peter W. DeVecchis, Jr.
                                            President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below hereby severally constitutes and appoints Peter W. DeVecchis, Jr. and Gary
M. Laskowski and each of them, his true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective  amendments) to this registration statement
and all  documents  relating  thereto,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting  unto said  attorneys-in-fact  and agents,  each
acting  alone full power and  authority to do and perform each and every act and
thing  necessary or advisable to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents, or his substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated.
Signature                               Title                                   Date

/s/ Peter W. DeVecchis, Jr.             President                               October 20, 2004
---------------------------             (Principal Executive Officer)
Peter W. DeVecchis, Jr.

/s/ Sam Occhipinti                      Chief Financial Officer                 October 20, 2004
---------------------------             (Principal Financial and
Sam Occhipinti                          Accounting Officer)

/s/ Jonathan Betts                      Director                                October 20, 2004
---------------------------
Jonathan Betts

/s/ Michael D'Amelio                    Director                                October 20, 2004
---------------------------
Michael D'Amelio

/s/ Gary M. Laskowski                   Director                                October 20, 2004
---------------------------
Gary M. Laskowski

/s/ David Lindhal                       Director                                October 20, 2004
---------------------------
David Lindhal

/s/ David E. Tether                     Director                                October 20, 2004
---------------------------
David E. Tether
II-4
EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

5.1             Opinion of Davis & Gilbert LLP, filed herewith.

23.1            Consent of Radin, Glass & Co., LLP, filed herewith.

23.2            Consent of Davis & Gilbert LLP (contained in the opinion filed
                as Exhibit 5.1).

24              Powers of Attorney (included on signature page).