As filed with the Securities and Exchange Commission on August 31, 1998

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

                          SUNBURST ACQUISITIONS I, INC.
             (Exact name of registrant as specified in its charter)
                   Colorado                                     84-1135638
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                      Identification No.)

              4807 South Zang Way                                 80465
              Morrison, Colorado                                (Zip Code)
   (Address of principal executive offices)                               
                             -----------------------

                     Robert P. Jeffcock Consulting Agreement
                            (Full title of the plan)
                             -----------------------


                Gary S. Joiner
             4750 Table Mesa Drive
               Boulder, CO 80303
(Name and address of agent for service)

              (303) 494-3000
   (Telephone number, including area code,
             of agent for service)
                             -----------------------


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>
<S>                            <C>                       <C>                         <C>                      <C> 
========================================================================================================================
                                                              Proposed                  Proposed
         Title of                                              maximum                   maximum
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1)(2)          per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, no par            1,510,344 Shares           $0.0002374                    $358.56              $0.11
value per share
========================================================================================================================
<FN>

(1)      The  securities  to be  registered  include an  aggregate  of 1,510,344
         shares reserved for issuance under that certain  Consulting  Agreement,
         dated as of May 15, 1998, by and between the Company and Robert P.
         Jeffcock (the "Plan").
(2)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         additional  shares as may  hereinafter  be offered or issued  resulting
         from stock splits, stock dividends,  recapitalizations or certain other
         capital adjustments.
(3)      Estimated solely for purpose of calculating the registration fee.
(4)      Calculated pursuant to Rule 457(h). Accordingly, the price per share of
         the Common Stock offered hereunder  pursuant to the  Plan is calculated
         to be $0.0002374 based on the book value of the Company as of April 30,
         1998.

</FN>
</TABLE>



                                      II-1

<PAGE>
                                     PART I

         Information specified in Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to Plan  participants  as specified by Rule 428(b)(1)
under the Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Sunburst  Acquisitions I, Inc. (the "Company")  hereby  incorporates by
reference in this  registration  statement  the following  documents  previously
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission"):

         (1)  The  Company's  Annual  Report  on  Form  10-KSB  filed  with  the
Commission for the fiscal year ended April 30, 1998.

         (2) The  description  of the  Company's  Common  Stock,  no par  value,
contained in the Company's Registration Statement on Form 10-SB/A dated November
18, 1997.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock to be issued  pursuant to
this registration statement will be passed upon by Frascona, Joiner and Goodman,
P.C. Frascona, Joiner and Goodman, P.C., is a legal counsel for the Company, and
Gary S. Joiner, who is a shareholder of Frascona,  Joiner and Goodman,  P.C., is
also a shareholder of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Article  109  of the  Colorado  Business  Corporation  Act:  (i)  gives
Colorado  corporations  broad  powers to  indemnify  their  present  and  former
directors and officers and those of  affiliated  corporations  against  expenses
(including  attorneys  fees),  judgments,   fines  and  other  amounts  paid  in
settlement  actually and  reasonably  incurred in  connection  with  threatened,
pending or completed actions, suits, or proceedings to which they are parties or
are  threatened  to be made  parties  by  reason  of being of  having  been such
directors or officers,  subject to specified  conditions  and  exclusions;  (ii)
gives an officer or director who successfully  defends an action the right to be
so indemnified;  and (iii) permits a corporation to buy directors' and officers'
liability insurance.

         As  permitted   by  Colorado   law,   the   Registrant's   Articles  of
Incorporation  provide that the  Registrant  will  indemnify  its  directors and
officers  against  expenses and  liabilities  they incur to defend,  settle,  or
satisfy any civil or criminal  action  brought  against them on account of their
being or having been directors or officers unless, in any such action,  they are
adjudged  to have  acted  with  gross  negligence  or  willful  misconduct.  The
Registrant's  Articles of Incorporation  also exclude personal liability for its
directors  for monetary  damages  based upon any  violation  of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or a  knowing  violation  of law,  acts  which  constitute  improper
distributions to shareholders in violation of Section  7-106-401 of the Colorado
Business  Corporation Act, or any transaction from which a director  receives an
improper personal benefit.  This exclusion of liability does not limit any right
which a director may have to be  indemnified  and does not affect any director's
liability under federal or applicable state securities laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in such  Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.
                                      II-2
<PAGE>
         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  registration statement.

         Exhibit        Description of Exhibit

         5.1            Opinion of Frascona, Joiner and Goodman, P.C.

         23.1           Consent of Frascona, Joiner and Goodman, P.C.

         23.2           Consent of Comiskey & Company Professional Corporation

         99             Agreement regarding  consulting services,  dated May 15,
                        1998, by and between Robert P. Jeffcock and the  Company
                        (incorporated  by  reference  to  the  Company's  Annual
                        Report on Form 10-KSB filed  with the Commission for the
                        fiscal year ended April 30, 1998)

Item 9.  Undertakings.

         (a)        The undersigned registrant hereby undertakes:

                    (1) To file,  during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                        (i)  To include any prospectus required by section 10(a)
(3) of the Securities Act of 1933;

                        (ii) To  reflect in the  prospectus  any facts or events
arising  after  the  effective  date  of the Registration Statement (or the most
recent  post-effective  amendment   thereof)  which,  individually   or  in  the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                        (iii) To include any material  information  with respect
to the plan  of  distribution  not  previously  disclosed  in  the  Registration
Statement  or  any  material  change  to  such  information  in the Registration
Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

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

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

         (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
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 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 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 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  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3

<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 Morrison, State of Colorado, on August 31, 1998:

                                                   SUNBURST ACQUISITIONS I, INC.

                                                   By: /s/ Jay Lutsky
                                                       -------------------------
                                                       Jay Lutsky, 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 dates included:

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

Signature                                   Capacity                            Date
---------                                   --------                            ----

/s/ Jay Lutsky                              President                           August 31, 1998
---------------------------------           (Principal Executive
Jay Lutsky                                  Officer), Director

/s/ Michael R. Quinn                        Secretary and Treasurer             August 31, 1998
---------------------------------           (Principal Financial Officer),
Michael R. Quinn                            Director

</TABLE>








                                      II-4

<PAGE>


                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

          5.1  Opinion of Frascona, Joiner and Goodman, P.C.

          23.1 Consent of Frascona, Joiner and Goodman, P.C.

          23.2 Consent of Comiskey & Company Professional Corporation

          99   Agreement  regarding  consulting  services,  dated  as of May 15,
               1998,  by  and  between   Robert  P.  Jeffcock  and  the  Company
               (incorporated by reference to the Company's Annual Report on Form
               10-KSB filed with the  Commission for the fiscal year ended April
               30, 1998)




                                                       II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR SUNBURST ACQUISITIONS I, INC.", "secsgml_size_bytes": 15822}]
{"company-data": {"conformed-name": "SUNBURST ACQUISITIONS I INC", "cik": "0001035039", "assigned-sic": "6770", "irs-number": "841135638", "state-of-incorporation": "CO", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62553", "film-number": "98701436"}, "business-address": {"street1": "4807 S ZANG WAY", "city": "MORRISON", "state": "CO", "zip": "80465", "phone": "3039792404"}, "mail-address": {"street1": "4807 S ZANG WAY", "city": "MORRISON", "state": "CO", "zip": "80465"}}
As filed with the Securities and Exchange Commission on August 31, 1998

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

                          SUNBURST ACQUISITIONS I, INC.
             (Exact name of registrant as specified in its charter)
                   Colorado                                     84-1135638
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                      Identification No.)

              4807 South Zang Way                                 80465
              Morrison, Colorado                                (Zip Code)
   (Address of principal executive offices)                               
                             -----------------------

                     Robert P. Jeffcock Consulting Agreement
                            (Full title of the plan)
                             -----------------------

                Gary S. Joiner
             4750 Table Mesa Drive
               Boulder, CO 80303
(Name and address of agent for service)

              (303) 494-3000
   (Telephone number, including area code,
             of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
========================================================================================================================
                                                              Proposed                  Proposed
         Title of                                              maximum                   maximum
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1)(2)          per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, no par            1,510,344 Shares           $0.0002374                    $358.56              $0.11
value per share
========================================================================================================================
(1)      The  securities  to be  registered  include an  aggregate  of 1,510,344
         shares reserved for issuance under that certain  Consulting  Agreement,
         dated as of May 15, 1998, by and between the Company and Robert P.
         Jeffcock (the "Plan").
(2)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         additional  shares as may  hereinafter  be offered or issued  resulting
         from stock splits, stock dividends,  recapitalizations or certain other
         capital adjustments.
(3)      Estimated solely for purpose of calculating the registration fee.
(4)      Calculated pursuant to Rule 457(h). Accordingly, the price per share of
         the Common Stock offered hereunder  pursuant to the  Plan is calculated
         to be $0.0002374 based on the book value of the Company as of April 30,
         1998.
II-1
PART I

         Information specified in Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to Plan  participants  as specified by Rule 428(b)(1)
under the Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Sunburst  Acquisitions I, Inc. (the "Company")  hereby  incorporates by
reference in this  registration  statement  the following  documents  previously
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission"):

         (1)  The  Company's  Annual  Report  on  Form  10-KSB  filed  with  the
Commission for the fiscal year ended April 30, 1998.

         (2) The  description  of the  Company's  Common  Stock,  no par  value,
contained in the Company's Registration Statement on Form 10-SB/A dated November
18, 1997.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock to be issued  pursuant to
this registration statement will be passed upon by Frascona, Joiner and Goodman,
P.C. Frascona, Joiner and Goodman, P.C., is a legal counsel for the Company, and
Gary S. Joiner, who is a shareholder of Frascona,  Joiner and Goodman,  P.C., is
also a shareholder of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Article  109  of the  Colorado  Business  Corporation  Act:  (i)  gives
Colorado  corporations  broad  powers to  indemnify  their  present  and  former
directors and officers and those of  affiliated  corporations  against  expenses
(including  attorneys  fees),  judgments,   fines  and  other  amounts  paid  in
settlement  actually and  reasonably  incurred in  connection  with  threatened,
pending or completed actions, suits, or proceedings to which they are parties or
are  threatened  to be made  parties  by  reason  of being of  having  been such
directors or officers,  subject to specified  conditions  and  exclusions;  (ii)
gives an officer or director who successfully  defends an action the right to be
so indemnified;  and (iii) permits a corporation to buy directors' and officers'
liability insurance.

         As  permitted   by  Colorado   law,   the   Registrant's   Articles  of
Incorporation  provide that the  Registrant  will  indemnify  its  directors and
officers  against  expenses and  liabilities  they incur to defend,  settle,  or
satisfy any civil or criminal  action  brought  against them on account of their
being or having been directors or officers unless, in any such action,  they are
adjudged  to have  acted  with  gross  negligence  or  willful  misconduct.  The
Registrant's  Articles of Incorporation  also exclude personal liability for its
directors  for monetary  damages  based upon any  violation  of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or a  knowing  violation  of law,  acts  which  constitute  improper
distributions to shareholders in violation of Section  7-106-401 of the Colorado
Business  Corporation Act, or any transaction from which a director  receives an
improper personal benefit.  This exclusion of liability does not limit any right
which a director may have to be  indemnified  and does not affect any director's
liability under federal or applicable state securities laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in such  Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.
                                      II-2
(a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  registration statement.

         Exhibit        Description of Exhibit

         5.1            Opinion of Frascona, Joiner and Goodman, P.C.

         23.1           Consent of Frascona, Joiner and Goodman, P.C.

         23.2           Consent of Comiskey & Company Professional Corporation

         99             Agreement regarding  consulting services,  dated May 15,
                        1998, by and between Robert P. Jeffcock and the  Company
                        (incorporated  by  reference  to  the  Company's  Annual
                        Report on Form 10-KSB filed  with the Commission for the
                        fiscal year ended April 30, 1998)

Item 9.  Undertakings.

         (a)        The undersigned registrant hereby undertakes:

                    (1) To file,  during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                        (i)  To include any prospectus required by section 10(a)
(3) of the Securities Act of 1933;

                        (ii) To  reflect in the  prospectus  any facts or events
arising  after  the  effective  date  of the Registration Statement (or the most
recent  post-effective  amendment   thereof)  which,  individually   or  in  the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                        (iii) To include any material  information  with respect
to the plan  of  distribution  not  previously  disclosed  in  the  Registration
Statement  or  any  material  change  to  such  information  in the Registration
Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

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

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

         (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
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 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 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 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  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
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 Morrison, State of Colorado, on August 31, 1998:

                                                   SUNBURST ACQUISITIONS I, INC.

                                                   By: /s/ Jay Lutsky
                                                       -------------------------
                                                       Jay Lutsky, 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 dates included:
Signature                                   Capacity                            Date
---------                                   --------                            ----

/s/ Jay Lutsky                              President                           August 31, 1998
---------------------------------           (Principal Executive
Jay Lutsky                                  Officer), Director

/s/ Michael R. Quinn                        Secretary and Treasurer             August 31, 1998
---------------------------------           (Principal Financial Officer),
Michael R. Quinn                            Director
II-4
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

          5.1  Opinion of Frascona, Joiner and Goodman, P.C.

          23.1 Consent of Frascona, Joiner and Goodman, P.C.

          23.2 Consent of Comiskey & Company Professional Corporation

          99   Agreement  regarding  consulting  services,  dated  as of May 15,
               1998,  by  and  between   Robert  P.  Jeffcock  and  the  Company
               (incorporated by reference to the Company's Annual Report on Form
               10-KSB filed with the  Commission for the fiscal year ended April
               30, 1998)

                                                       II-5