UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                            THE HAVANA REPUBLIC, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

         FLORIDA                                        84-1346897
         -------                                        ----------
(State of Incorporation)                          (I.R.S. Employer ID No.)

                       1360 WESTON ROAD, WESTON, FL         33326
                       ----------------------------         -----
               (Address of Principal Executive Offices)   (Zip Code)


                                 Consulting Plan
                            (Full title of the Plan)

                            Eric P. Littman, Esquire
                          7695 SW 104 Street, Suite 210
                                 Miami, FL 33156
                                 ---------------
                     (Name and address of agent for service)

                                 (954) 384-6333
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of            Amount to            Proposed     Proposed     Amount of
Securities              be                Maximum     Aggregate    Registration
to be               Registered           Offering     Offering       Fee
Registered                               Price Per      Price
                                         Share (1)
--------------------------------------------------------------------------------

Common              7,500,000             $0.008       $60,000        $100.00
Stock                Shares

(1) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of August
8, 2001.




<PAGE>

                                     Part I

Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to Michael Hale for
consulting services performed on the Company's behalf. This issuance of shares
is being made pursuant to a Consulting Plan (the "Plan") adopted by the Board of
Directors on August 6, 2001. The Board has equated this number of shares to the
value of the legal or consulting services provided or to be provided by these
individuals. The shares issued hereunder will not be subject to any resale
restrictions. The Plan is not qualified under ERISA. The following individuals
will receive the number of shares listed next to their names:

           Name                 Number of Shares         Services Provided

           Michael Hale         7,500,000                Business Consulting

Item 2.    Registrant Information and Employee Plan Annual Information

           The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone number to which the request
is to be directed.


<PAGE>


                                     Part II


Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.


           The following are hereby incorporated by reference:

         (a)      The Registrant's Annual Report on Form10-KSB for the Year
                  ended June 30, 2000 as filed on September 26, 2000 bearing
                  file no. 333-40799.

         (b)      All other reports filed pursuant to Section 13(a), under SEC
                  file number 333-40799 or 15(d) of the Exchange Act since the
                  end of the fiscal year covered by the registration documents
                  referred to above.

           With respect to the Financial Statements incorporated by reference,
since the date of the Company's last filing, the Company closed its Weston,
Florida emporium in August 2001. This closing did not result in an adverse
material effect on the Company and the Company did not sustain a material loss
of assets as a result of such closure.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

           The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant. Neither the
Registrant's Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

           The Company and its affiliates may not be liable to its shareholders
for errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions have been
made in the Articles of Incorporation and By-laws limiting such liability. The
Articles of Incorporation and By-laws also provide for indemnification of the
officers and directors of the Company in most cases for any liability suffered
by them or arising from their activities as officers and directors of the
Company if they were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities may have a more
limited right of action than they would have except for this limitation in the
Articles of Incorporation and By-laws.


                                       2

<PAGE>


           The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages where the Company has
failed or refused to observe the law.

           Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their rights,
including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The rights of common shareholders are defined in the Registrant's Articles of
Incorporation which have been incorporated into this Registration Statement by
reference (see Item 3, Part II). The Registrant does not intend for this Plan to
be qualified under ERISA, and does not, therefore, intend to comply with the
terms of ERISA.

Item 9. Undertaking.

The registrant makes the following undertakings:

A.          (i) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

         (ii)     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;

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

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

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


                                       3


<PAGE>


           Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the Securities and Exchange Commission, such
           indemnification is against public policy as expressed in the Act and
           is therefore, unenforceable. In the event that indemnification is
           permitted to directors, officers and controlling personas of the
           registrant pursuant to the foregoing provisions, or otherwise, the
           registrant has been advised that in the opinion of the Securities and
           Exchange Commission such indemnification is against public policy as
           expressed in the Act and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           the payment by the registrant of the 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 of such corporation it is the opinion of the SEC that any
           such indemnification is against public policy.

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
           registrant certifies that it has reasonable grounds to believe that
           it meets all of the requirements for filing on Form S-8 and has duly
           caused this registration statement to be signed on its behalf by the
           undersigned, thereunto duly authorize, in the City of Miami, State of
           Florida, on August 8, 2001.

                                             The Havana Republic, Inc.



                                             By: /S/ STEPHEN SCHATZMAN
                                                 Stephen Schatzman/President

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


      Signature                           Title                    Date

 /S/ STEPHEN SCHATZMAN              President/Director            08/08/01
----------------------
Stephen Schatzman


 /S/ ALEX GIMELTSTEIN               Secretary/Director            08/08/01
---------------------
Alex Gimelstein



                                       4


<PAGE>
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{"company-data": {"conformed-name": "HAVANA REPUBLIC INC/FL", "cik": "0001049660", "assigned-sic": "2100", "irs-number": "841346897", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68258", "film-number": "1722372"}, "business-address": {"street1": "360 WESTON RD", "city": "WESTON", "state": "FL", "zip": "33326", "phone": "9543846333"}, "mail-address": {"street1": "360 WESTON RD", "city": "WESTON", "state": "FL", "zip": "33326"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            THE HAVANA REPUBLIC, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

         FLORIDA                                        84-1346897
         -------                                        ----------
(State of Incorporation)                          (I.R.S. Employer ID No.)

                       1360 WESTON ROAD, WESTON, FL         33326
                       ----------------------------         -----
               (Address of Principal Executive Offices)   (Zip Code)

                                 Consulting Plan
                            (Full title of the Plan)

                            Eric P. Littman, Esquire
                          7695 SW 104 Street, Suite 210
                                 Miami, FL 33156
                                 ---------------
                     (Name and address of agent for service)

                                 (954) 384-6333
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of            Amount to            Proposed     Proposed     Amount of
Securities              be                Maximum     Aggregate    Registration
to be               Registered           Offering     Offering       Fee
Registered                               Price Per      Price
                                         Share (1)
--------------------------------------------------------------------------------

Common              7,500,000             $0.008       $60,000        $100.00
Stock                Shares

(1) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of August
8, 2001.
Part I

Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to Michael Hale for
consulting services performed on the Company's behalf. This issuance of shares
is being made pursuant to a Consulting Plan (the "Plan") adopted by the Board of
Directors on August 6, 2001. The Board has equated this number of shares to the
value of the legal or consulting services provided or to be provided by these
individuals. The shares issued hereunder will not be subject to any resale
restrictions. The Plan is not qualified under ERISA. The following individuals
will receive the number of shares listed next to their names:

           Name                 Number of Shares         Services Provided

           Michael Hale         7,500,000                Business Consulting

Item 2.    Registrant Information and Employee Plan Annual Information

           The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

           The following are hereby incorporated by reference:

         (a)      The Registrant's Annual Report on Form10-KSB for the Year
                  ended June 30, 2000 as filed on September 26, 2000 bearing
                  file no. 333-40799.

         (b)      All other reports filed pursuant to Section 13(a), under SEC
                  file number 333-40799 or 15(d) of the Exchange Act since the
                  end of the fiscal year covered by the registration documents
                  referred to above.

           With respect to the Financial Statements incorporated by reference,
since the date of the Company's last filing, the Company closed its Weston,
Florida emporium in August 2001. This closing did not result in an adverse
material effect on the Company and the Company did not sustain a material loss
of assets as a result of such closure.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

           The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant. Neither the
Registrant's Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

           The Company and its affiliates may not be liable to its shareholders
for errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions have been
made in the Articles of Incorporation and By-laws limiting such liability. The
Articles of Incorporation and By-laws also provide for indemnification of the
officers and directors of the Company in most cases for any liability suffered
by them or arising from their activities as officers and directors of the
Company if they were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities may have a more
limited right of action than they would have except for this limitation in the
Articles of Incorporation and By-laws.

                                       2
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages where the Company has
failed or refused to observe the law.

           Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their rights,
including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The rights of common shareholders are defined in the Registrant's Articles of
Incorporation which have been incorporated into this Registration Statement by
reference (see Item 3, Part II). The Registrant does not intend for this Plan to
be qualified under ERISA, and does not, therefore, intend to comply with the
terms of ERISA.

Item 9. Undertaking.

The registrant makes the following undertakings:

A.          (i) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

         (ii)     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;

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

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

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

                                       3
Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion of the Securities and Exchange Commission, such
           indemnification is against public policy as expressed in the Act and
           is therefore, unenforceable. In the event that indemnification is
           permitted to directors, officers and controlling personas of the
           registrant pursuant to the foregoing provisions, or otherwise, the
           registrant has been advised that in the opinion of the Securities and
           Exchange Commission such indemnification is against public policy as
           expressed in the Act and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           the payment by the registrant of the 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 of such corporation it is the opinion of the SEC that any
           such indemnification is against public policy.

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
           registrant certifies that it has reasonable grounds to believe that
           it meets all of the requirements for filing on Form S-8 and has duly
           caused this registration statement to be signed on its behalf by the
           undersigned, thereunto duly authorize, in the City of Miami, State of
           Florida, on August 8, 2001.

                                             The Havana Republic, Inc.

                                             By: /S/ STEPHEN SCHATZMAN
                                                 Stephen Schatzman/President

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

      Signature                           Title                    Date

 /S/ STEPHEN SCHATZMAN              President/Director            08/08/01
----------------------
Stephen Schatzman

 /S/ ALEX GIMELTSTEIN               Secretary/Director            08/08/01
---------------------
Alex Gimelstein

                                       4