1

                       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)

             Consulting Agreement with EchoSat Communications Group
               Consulting Agreement with Veritas Venture Labs, LLC
                              (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 services.)
                                with a copies to:
                            Andrea I. Weinstein, Esq.
                          Schonfeld & Weinstein, L.L.P.
                           63 Wall Street, Suite 1801
                            New York, New York 10005

                         CALCULATION OF REGISTRATION FEE

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

$.01 par value              4,500,000              $.69          $3,105,000
Common Stock

$.01 par value              1,000,000              $.69          $  690,000
Common Stock

Total                       5,500,000              $.69          $3,795,000


(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 June 11, 2001 as reported by the OTC Electronic bulletin Board.





                                       1
<PAGE>




                                   PROSPECTUS

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

                       (5,500,000 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 consultants and advisors pursuant to
consulting agreements entered into between FuelNation and the consultants for
payment of services rendered and to be rendered. FuelNation is registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
the consultants 5,500,000 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, 1,000,000 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 DISAPPORVED BY THE
                  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         The date of this prospectus is June 12, 2001.





                                       2
<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.





                                       3
<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
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






                                       4
<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 consultants will
be issued pursuant to business consulting agreements entered into between the
consultants 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 consultants 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 5,500,000
shares of common stock to the consultants and upon effectiveness of this
registration statement.

The Consultants

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

No Restrictions on Transfer

         The consultants 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. Affiliate of FuelNation
will be subject to the Section 16 (b) of the Exchange Act.



                                       5
<PAGE>


Tax Treatment to the Consultants

         The common stock is not qualified under Section 401 (a) of the Internal
Revenue Code. The consultants, 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
consultants will receive compensation 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
consultants 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 filed 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 give to participants by the Registrant as specified
by Rule 428 (b) (1) of the Securities Act.

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.



                                       6
<PAGE>


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.

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 in 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.

                                     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 filed 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


                                       7
<PAGE>


         (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.

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 in, or not
opposed to, the best interests of the company, and with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. Furthermore, the personal liability of the directors is
limited as provided in FuelNation's Articles of Incorporation.


Item 7. Exemption from Registration Claimed

         Not applicable.

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
5.       Opinion of Schonfeld & Weinstein, L.L.P.
10.4     Consulting Agreement with EchoSat Communications Group
10.5     Consulting Agreement with Veritas Venture Labs, LLC
23.1     Consent of Schonfeld & Weinstein, L.L.P.
23.2     Consent of Sellers & Associates] CPA


                                       8
<PAGE>


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;

          (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.




                                       9
<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 June 12, 2001.

Date                                             FUELNATION, INC.

June 12, 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:

June 12, 2001                               By:  ___________________________
                                                 Christopher Salmonson,
                                                 President, CEO, Director

                                            By:_____________________________
June 12, 2001                               Shaikh Isa Mohammed Isa AlKhalifa
                                            Director

June 12, 2001
                                            By:_____________________________
                                                Ed Ruh, Director

June 12, 2001                               By:
                                                James L. Wilson, Director

June 12, 2001                               By:
                                                William C. Schlecht, Director




                                       10
<PAGE>
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1

                       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)

             Consulting Agreement with EchoSat Communications Group
               Consulting Agreement with Veritas Venture Labs, LLC
                              (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 services.)
                                with a copies to:
                            Andrea I. Weinstein, Esq.
                          Schonfeld & Weinstein, L.L.P.
                           63 Wall Street, Suite 1801
                            New York, New York 10005

                         CALCULATION OF REGISTRATION FEE

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

$.01 par value              4,500,000              $.69          $3,105,000
Common Stock

$.01 par value              1,000,000              $.69          $  690,000
Common Stock

Total                       5,500,000              $.69          $3,795,000

(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 June 11, 2001 as reported by the OTC Electronic bulletin Board.

                                       1
PROSPECTUS

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

                       (5,500,000 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 consultants and advisors pursuant to
consulting agreements entered into between FuelNation and the consultants for
payment of services rendered and to be rendered. FuelNation is registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
the consultants 5,500,000 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, 1,000,000 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 DISAPPORVED BY THE
                  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         The date of this prospectus is June 12, 2001.

                                       2
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.

                                       3
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
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

                                       4
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 consultants will
be issued pursuant to business consulting agreements entered into between the
consultants 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 consultants 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 5,500,000
shares of common stock to the consultants and upon effectiveness of this
registration statement.

The Consultants

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

No Restrictions on Transfer

         The consultants 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. Affiliate of FuelNation
will be subject to the Section 16 (b) of the Exchange Act.

                                       5
Tax Treatment to the Consultants

         The common stock is not qualified under Section 401 (a) of the Internal
Revenue Code. The consultants, 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
consultants will receive compensation 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
consultants 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 filed 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 give to participants by the Registrant as specified
by Rule 428 (b) (1) of the Securities Act.

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.

                                       6
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.

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 in 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.

                                     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 filed 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

                                       7
(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.

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 in, or not
opposed to, the best interests of the company, and with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. Furthermore, the personal liability of the directors is
limited as provided in FuelNation's Articles of Incorporation.

Item 7. Exemption from Registration Claimed

         Not applicable.

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
5.       Opinion of Schonfeld & Weinstein, L.L.P.
10.4     Consulting Agreement with EchoSat Communications Group
10.5     Consulting Agreement with Veritas Venture Labs, LLC
23.1     Consent of Schonfeld & Weinstein, L.L.P.
23.2     Consent of Sellers & Associates] CPA

                                       8
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;

          (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.

                                       9
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 June 12, 2001.

Date                                             FUELNATION, INC.

June 12, 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:

June 12, 2001                               By:  ___________________________
                                                 Christopher Salmonson,
                                                 President, CEO, Director

                                            By:_____________________________
June 12, 2001                               Shaikh Isa Mohammed Isa AlKhalifa
                                            Director

June 12, 2001
                                            By:_____________________________
                                                Ed Ruh, Director

June 12, 2001                               By:
                                                James L. Wilson, Director

June 12, 2001                               By:
                                                William C. Schlecht, Director

                                       10