As filed with the Securities and Exchange Commission on May 28, 2003
                                                    Registration No. __________

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  ------------
                            PAVING STONE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                  -------------
                                     NEVADA

         (State or Other Jurisdiction of Incorporation or Organization)
                                   88-0443120

                      (I.R.S. Employer Identification No.)

          1760 N.W. 22ND COURT
         POMPANO BEACH, FLORIDA                                  33069
(Address of Principal Executive Offices)                      (Zip Code)
                       2003 EMPLOYEE STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

                                  -------------
                               MAURICE F. SIGOUIN
                              1760 N.W. 22ND COURT
                          POMPANO BEACH, FLORIDA 33069
                     (Name and Address of Agent For Service)

                                 (954) 971-3235
          (Telephone Number, Including Area Code, of Agent For Service)
                                    Copy to:
                             CLAYTON E. PARKER, ESQ.
                          KIRKPATRICK AND LOCKHART,LLP
                        201 S. BISCAYNE BLVD. SUITE 2000
                              MIAMI, FLORIDA 33131
                                 (305) 539-3300
                                  -------------

<TABLE>
                         CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- ----------------- --------------------- ---------------------
                                                 PROPOSED          PROPOSED MAXIMUM
                                                 MAXIMUM           AGGREGATE OFFERING
TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE    PRICE                 AMOUNT OF
TO BE REGISTERED             REGISTERED          PER SHARE 1       -----                 REGISTRATION FEE 1
----------------             ----------          ---------                               ----------------
---------------------------- ------------------- ----------------- --------------------- ---------------------
<S>                          <C>                 <C>               <C>                   <C>
Employee Common Stock Plan

Shares, par value            4,000,000 shares 2  $0.065            $260,000.00           $23.92
$0.00001/ share
---------------------------- ------------------- ----------------- --------------------- ---------------------
</TABLE>

1 Calculated  solely  for the  purpose  of this  offering  under Rule 457 of the
Securities  Act of 1933, as amended,  on the basis  established  pursuant to the
option  exercise  price set forth in the Employee  Stock  Incentive Plan for the
Year 2003,  set forth in Exhibit 4.1 to this Form S-8,  based upon the price per
share of common stock, par value $0.00001 per share, of Paving Stone Corporation
as reported on the Bulletin Board on May 23, 2003.
2 Represents common shares of Paving Stone  Corporation  issueable upon exercise
of stock options to be granted pursuant to the 2003 Employee Stock Option Plan.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to the employee  participants of the Plan as specified
by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
Act"). Such  documents  are not  required  to be filed with the  Securities  and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as prospectuses or prospectus  supplements  pursuant to Rule 424 of
the Securities  Act. Such documents and the documents  incorporated by reference
in  this  Registration  Statement  pursuant  to  Item  3  of  Part  II  of  this
Registration  Statement  constitute a prospectus that meets the  requirements of
Section 10(a) of the Securities Act.

         The documents incorporated by reference in Item 3 of Part II hereof are
available  without  charge,  upon  written  or  oral  request  by  the  employee
participants of the Plans.  Such documents are  incorporated by reference in the
Section  10(a)  prospectus.  Other  documents  required to be  delivered  to the
employee participants of the Plans pursuant to Rule 428(b) of the Securities Act
are also  available  without  charge,  upon  written or oral  request.  Any such
requests  should be  directed to the  Registrant's  Executive  Vice  President -
Finance, 1760 N.W. 22nd Court, Pompano Beach, Florida 33069 ((954) 971-3235).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  by  Paving  Stone  Corporation  (the
"Registrant") with the Commission are incorporated herein by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 2002.

         (b) The Registrant's Current Reports on Form 8-K dated January 4, 2002,
on Form 8-K/A dated January 22, 2002 and on Form 8-K/A dated March 28, 2002.

         (c) All other  reports,  if any,  filed by the  Registrant  pursuant to
Section 13(a) of the Securities  Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year ended December 31, 2001.

         (d) The  description  of the  Registrant's  Common  Stock  contained in
Registration Statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which  indicates that all securities  offered hereby have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or  superseded  for purposes of the  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                       2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Nevada Revised Statutes ("NRS") 78.7502 permits a Nevada corporation to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal, administrative or investigative,  except an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
action, suit or proceeding if he (a) is not liable pursuant to NRS 78.138 or (b)
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  Further,  the  termination  of any action,  suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent,  does not, of itself, create a presumption that the person is liable
pursuant  to NRS  78.138 or did not act in good  faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         Further,  NRS 78.7502  permits a Nevada  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably  incurred by him in connection  with the defense or
settlement  of the action if he (a) is not liable  pursuant to NRS 78.138 or (b)
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best  interests of the  corporation.  Indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be  liable  to the  corporation  or for  amounts  paid in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

         Further,  NRS  78.7502  provides  that to the extent  that a  director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding for which indemnification
is permissible as referenced in NRS 78.7502,  or in defense of any claim,  issue
or matter  therein,  the  corporation  shall  indemnify  him  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

         The   Registrant's   Articles  of   Incorporation   provide   that  the
Registrant's  officers  and  directors  shall have no personal  liability to the
corporation or its  stockholders  for damages for breach of fiduciary duty as an
officer or director,  but that the  foregoing  provision  does not  eliminate or
limit the  liability  of an  officer or  director  for acts or  omissions  which
involve  intentional  misconduct,  fraud or a  knowing  violation  of law or the
payment of distributions in violation of NRS 78.300.

         The Registrant's  Articles of  Incorporation  and Bylaws do not contain
any provision  explicitly  authorizing  or directing the Registrant to indemnify
its officers and directors.  However, pursuant to NRS 78.7502, the Registrant is
authorized to indemnify its officers and directors on a case-by-case  basis, and
is required to indemnify  its officers and  directors in any  situation in which
the officer or director was the prevailing party.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the Nevada  General  Corporation  Law, the  Registrant's
Articles  of  Incorporation,  the  Registrant's  By-Laws or any  indemnification
agreements of the Registrant with its directors or officers,  the Registrant 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

                                       3
<PAGE>

EXHIBIT NO.       EXHIBITS
----------        --------

4.1      2003 Employee Stock Option Plan.

5.1      Opinion of Kirkpatrick and Lockhart, LLP. regarding the legality of the
         common stock being registered.

23.1     Consent of Weinberg & Company,  P.A. to the use of its opinion included
         in the Annual Report of the Registrant on Form 10-K for the fiscal year
         ended December 31, 2002.

23.2     Consent of Kirkpatrick and Lockhart, LLP. (included in Exhibit 5.1).

ITEM 9.  UNDERTAKINGS

(a)  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.

(b) 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.

                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Pompano Beach,  State of Florida,  on this 27th
day of May, 2003.

                       PAVING STONE CORPORATION


                       By: /s/ Maurice F. Sigouin
                          -------------------------------------------------
                          Maurice F. Sigouin, Chairman of the Board of
                          Directors, Chief Executive Officer and 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 indicated.

<TABLE>
SIGNATURE                          TITLE                                        DATE
---------                          -----                                        ----
<S>                                <C>                                          <C>
/s/ Maurice  F.  Sigouin           Chairman of the Board of Directors, Chief    May 27, 2003
----------------------------
Maurice F. Sigouin                 Executive Officer and President

/s/Jace Simmons                    Executive Vice President - Finance, Chief    May 27, 2003
----------------------------
Jace Simmons                       Financial Officer and Director

</TABLE>

                                       5
<PAGE>


                                  EXHIBIT INDEX

  EXHIBIT NO.     DESCRIPTION
  -----------     -----------

  4.1             2003 Employee Stock Option Plan.

  5.1             Opinion of Kirkpatrick and Lockhart, LLP. regarding the
                  legality of the common stock being registered.

  23.1            Consent of Weinberg & Company, P.A. to the use of its opinion
                  included in the Annual Report of the Registrant on Form
                  10-K for the fiscal year ended December 31, 2002.

  23.2            Consent of Kirkpatrick and Lockhart, LLP. (included in
                  Exhibit 5.1).








                                       6
[{"type": "S-8", "sequence": "1", "filename": "pavingstone_s8.txt", "secsgml_size_bytes": 17882}]
{"company-data": {"conformed-name": "PAVING STONE CORP", "cik": "0001109749", "assigned-sic": "7389", "irs-number": "880443120", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105599", "film-number": "03721502"}, "business-address": {"street1": "1760 NW 22ND CT", "city": "POMPANO BEACH", "state": "FL", "zip": "33069", "phone": "9549713235X211"}, "mail-address": {"street1": "1760 NW 22ND CT", "city": "POMPANO BEACH", "state": "FL", "zip": "33069"}, "former-company": {"former-conformed-name": "COTTAGE INVESTMENTS INC", "date-changed": "20010620"}}
As filed with the Securities and Exchange Commission on May 28, 2003
                                                    Registration No. __________

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  ------------
                            PAVING STONE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                  -------------
                                     NEVADA

         (State or Other Jurisdiction of Incorporation or Organization)
                                   88-0443120

                      (I.R.S. Employer Identification No.)

          1760 N.W. 22ND COURT
         POMPANO BEACH, FLORIDA                                  33069
(Address of Principal Executive Offices)                      (Zip Code)
                       2003 EMPLOYEE STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

                                  -------------
                               MAURICE F. SIGOUIN
                              1760 N.W. 22ND COURT
                          POMPANO BEACH, FLORIDA 33069
                     (Name and Address of Agent For Service)

                                 (954) 971-3235
          (Telephone Number, Including Area Code, of Agent For Service)
                                    Copy to:
                             CLAYTON E. PARKER, ESQ.
                          KIRKPATRICK AND LOCKHART,LLP
                        201 S. BISCAYNE BLVD. SUITE 2000
                              MIAMI, FLORIDA 33131
                                 (305) 539-3300
                                  -------------

                         CALCULATION OF REGISTRATION FEE
---------------------------- ------------------- ----------------- --------------------- ---------------------
                                                 PROPOSED          PROPOSED MAXIMUM
                                                 MAXIMUM           AGGREGATE OFFERING
TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE    PRICE                 AMOUNT OF
TO BE REGISTERED             REGISTERED          PER SHARE 1       -----                 REGISTRATION FEE 1
----------------             ----------          ---------                               ----------------
---------------------------- ------------------- ----------------- --------------------- ---------------------
Employee Common Stock Plan

Shares, par value            4,000,000 shares 2  $0.065            $260,000.00           $23.92
$0.00001/ share
---------------------------- ------------------- ----------------- --------------------- ---------------------
1 Calculated  solely  for the  purpose  of this  offering  under Rule 457 of the
Securities  Act of 1933, as amended,  on the basis  established  pursuant to the
option  exercise  price set forth in the Employee  Stock  Incentive Plan for the
Year 2003,  set forth in Exhibit 4.1 to this Form S-8,  based upon the price per
share of common stock, par value $0.00001 per share, of Paving Stone Corporation
as reported on the Bulletin Board on May 23, 2003.
2 Represents common shares of Paving Stone  Corporation  issueable upon exercise
of stock options to be granted pursuant to the 2003 Employee Stock Option Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to the employee  participants of the Plan as specified
by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
Act"). Such  documents  are not  required  to be filed with the  Securities  and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as prospectuses or prospectus  supplements  pursuant to Rule 424 of
the Securities  Act. Such documents and the documents  incorporated by reference
in  this  Registration  Statement  pursuant  to  Item  3  of  Part  II  of  this
Registration  Statement  constitute a prospectus that meets the  requirements of
Section 10(a) of the Securities Act.

         The documents incorporated by reference in Item 3 of Part II hereof are
available  without  charge,  upon  written  or  oral  request  by  the  employee
participants of the Plans.  Such documents are  incorporated by reference in the
Section  10(a)  prospectus.  Other  documents  required to be  delivered  to the
employee participants of the Plans pursuant to Rule 428(b) of the Securities Act
are also  available  without  charge,  upon  written or oral  request.  Any such
requests  should be  directed to the  Registrant's  Executive  Vice  President -
Finance, 1760 N.W. 22nd Court, Pompano Beach, Florida 33069 ((954) 971-3235).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  filed  by  Paving  Stone  Corporation  (the
"Registrant") with the Commission are incorporated herein by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 2002.

         (b) The Registrant's Current Reports on Form 8-K dated January 4, 2002,
on Form 8-K/A dated January 22, 2002 and on Form 8-K/A dated March 28, 2002.

         (c) All other  reports,  if any,  filed by the  Registrant  pursuant to
Section 13(a) of the Securities  Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year ended December 31, 2001.

         (d) The  description  of the  Registrant's  Common  Stock  contained in
Registration Statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which  indicates that all securities  offered hereby have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be  incorporated  by reference into this  Registration  Statement and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or  superseded  for purposes of the  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Nevada Revised Statutes ("NRS") 78.7502 permits a Nevada corporation to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal, administrative or investigative,  except an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
action, suit or proceeding if he (a) is not liable pursuant to NRS 78.138 or (b)
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  Further,  the  termination  of any action,  suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent,  does not, of itself, create a presumption that the person is liable
pursuant  to NRS  78.138 or did not act in good  faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         Further,  NRS 78.7502  permits a Nevada  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably  incurred by him in connection  with the defense or
settlement  of the action if he (a) is not liable  pursuant to NRS 78.138 or (b)
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best  interests of the  corporation.  Indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be  liable  to the  corporation  or for  amounts  paid in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

         Further,  NRS  78.7502  provides  that to the extent  that a  director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding for which indemnification
is permissible as referenced in NRS 78.7502,  or in defense of any claim,  issue
or matter  therein,  the  corporation  shall  indemnify  him  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

         The   Registrant's   Articles  of   Incorporation   provide   that  the
Registrant's  officers  and  directors  shall have no personal  liability to the
corporation or its  stockholders  for damages for breach of fiduciary duty as an
officer or director,  but that the  foregoing  provision  does not  eliminate or
limit the  liability  of an  officer or  director  for acts or  omissions  which
involve  intentional  misconduct,  fraud or a  knowing  violation  of law or the
payment of distributions in violation of NRS 78.300.

         The Registrant's  Articles of  Incorporation  and Bylaws do not contain
any provision  explicitly  authorizing  or directing the Registrant to indemnify
its officers and directors.  However, pursuant to NRS 78.7502, the Registrant is
authorized to indemnify its officers and directors on a case-by-case  basis, and
is required to indemnify  its officers and  directors in any  situation in which
the officer or director was the prevailing party.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the Nevada  General  Corporation  Law, the  Registrant's
Articles  of  Incorporation,  the  Registrant's  By-Laws or any  indemnification
agreements of the Registrant with its directors or officers,  the Registrant 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

                                       3
EXHIBIT NO.       EXHIBITS
----------        --------

4.1      2003 Employee Stock Option Plan.

5.1      Opinion of Kirkpatrick and Lockhart, LLP. regarding the legality of the
         common stock being registered.

23.1     Consent of Weinberg & Company,  P.A. to the use of its opinion included
         in the Annual Report of the Registrant on Form 10-K for the fiscal year
         ended December 31, 2002.

23.2     Consent of Kirkpatrick and Lockhart, LLP. (included in Exhibit 5.1).

ITEM 9.  UNDERTAKINGS

(a)  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.

(b) 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.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Pompano Beach,  State of Florida,  on this 27th
day of May, 2003.

                       PAVING STONE CORPORATION

                       By: /s/ Maurice F. Sigouin
                          -------------------------------------------------
                          Maurice F. Sigouin, Chairman of the Board of
                          Directors, Chief Executive Officer and 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 indicated.

SIGNATURE                          TITLE                                        DATE
---------                          -----                                        ----
/s/ Maurice  F.  Sigouin           Chairman of the Board of Directors, Chief    May 27, 2003
----------------------------
Maurice F. Sigouin                 Executive Officer and President

/s/Jace Simmons                    Executive Vice President - Finance, Chief    May 27, 2003
----------------------------
Jace Simmons                       Financial Officer and Director
5
EXHIBIT INDEX

  EXHIBIT NO.     DESCRIPTION
  -----------     -----------

  4.1             2003 Employee Stock Option Plan.

  5.1             Opinion of Kirkpatrick and Lockhart, LLP. regarding the
                  legality of the common stock being registered.

  23.1            Consent of Weinberg & Company, P.A. to the use of its opinion
                  included in the Annual Report of the Registrant on Form
                  10-K for the fiscal year ended December 31, 2002.

  23.2            Consent of Kirkpatrick and Lockhart, LLP. (included in
                  Exhibit 5.1).

                                       6