Registration No. 333-

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              800America.com, Inc.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Nevada                                              87-0567884
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                              1929 So. 21st Avenue
                           Nashville, Tennessee, 37212
               ---------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

                     800America.com, Inc. Stock Option Plan
                     --------------------------------------
                            (Full Title of the Plan)


                                    Elie Rabi
                      Chief Executive Officer and President

                              800America.com, Inc.
                              1929 So. 21 st Avenue
                              Nashville, Tennessee
                      -------------------------------------
                     (Name and Address of Agent For Service)

                                  800.999.5048
           -----------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                             John L. Thomas, Esquire
                                  18 Beth Drive
                              Moorestown, NJ 08057








                                           CALCULATION OF REGISTRATION FEE

---------------------------------- --------------------- ------------------------ ---------------------- ------------------

       Title Of Securities              Amount To           Proposed Maximum        Proposed Maximum         Amount Of
        To Be Registered              Be Registered          Offering Price       Aggregate Offering     Registration Fee
                                                                Per Share                 Price
---------------------------------- --------------------- ------------------------ ---------------------- ------------------

                                                                                              
Common Stock, $.001 Par Value        3,000,000 shares           $3.15 (1)             $9,450,000 (1)          $2,363 (1)

---------------------------------- --------------------- ------------------------ ---------------------- ------------------



---------------------------------- --------------------- ------------------------ ---------------------- ------------------

Total Fee                                                                                                     $2,363

---------------------------------- --------------------- ------------------------ ---------------------- ------------------


(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended,  on
     the basis of the average of the high and low prices for the Common Stock on
     July 16, 2001, as reported by the Nasdaq Electronic Bulletin Board.



                                      -2-



         This registration statement relates to a total of 3,000,000 shares of
common stock, $.001 par value (the "Common Stock"), which are reserved for
future sale and issuance by 800America.com, Inc. (the "Company") of options
granted or to be granted under the 800America.com, Inc. Stock Option Plan.



ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed with the Commission by the Company
are incorporated in this registration statement by reference:

     (a)  the Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31,2000;

     (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          since the end of the fiscal year covered by the registrant document
          referred to in (a) above; and

     (c)  the description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A under Section 12(g) of
          the Exchange Act, filed December 17, 1999 including any amendment or
          report filed to update the description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered have been sold
or which deregisters all shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing 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 this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document that 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     NONE

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Company's Amended and Restated By-Laws contain provisions indemnifying
the Company's directors to the fullest extent permitted by the General
Corporation Law of Nevada ("the CGL"). The applicable provision of the GCL
provides that a director may be indemnified against expenses, including
attorneys fees, judgments, financial amounts paid in settlement incurred in
connection with the action, suit or proceeding if the director acted in good
faith and in a manner which the director 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.



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      -3-





ITEM 8. EXHIBITS

         Exhibit Number             Description
         --------------             -----------


              4              800America.com, Inc. Stock Option Plan

              5              Opinion and Consent of John L. Thomas, Esquire.

             23              Consent of Jack F. Burke, Jr., CPA






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
               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.

          (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 herein, 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 end 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
          15(d) of the 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.

     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.


                                      -4-




                                   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
authorized, in city of Nashville, State of Tennessee, on the 17th day of July,
2001.


                                800America.com, Inc.


                                By: /s/  Elie Rabi
                                    -------------------------------------------
                                         Elie Rabi
                                         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 date indicated.





Signature                                   Title                                        Date
---------                                   -----                                        ----

                                                                                

/s/  Elie Rabi              Director, Chairman of the Board, Chief Executive       July 17, 2001
----------------------      Officer, President (Principal Executive Officer
Elie Rabi                   and Principal Financial and Accounting Officer)


/s/  Bobby Walley           Director                                               July 17, 2001
----------------------
Bobby Walley


/s/  Darvin D. Pierce       Director                                               July 17, 2001
----------------------
Darvin D. Pierce



                                      -5-






                                  EXHIBIT INDEX
                                  -------------


         Exhibit Number             Description
         --------------             ----------

               4       800America.com, Inc. Stock Option Plan

               5       Opinion and Consent of John L Thomas, Esquire

              23       Consent of Jack F. Burke, Jr., CPA.




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