<PAGE>   1
     As filed with the Securities and Exchange Commission on March 21, 2000
                                                   Registration No. ___-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                         NESS ENERGY INTERNATIONAL, INC.
             (Exact name of the Company as specified in its charter)

             WASHINGTON                                    91-1067265
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                      Identification No.)

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

                           4201 EAST I-20 SERVICE ROAD
                            WILLOW PARK, TEXAS 76087
                    (Address of principal executive offices)
                                -----------------

                         NESS ENERGY INTERNATIONAL, INC.
                          STOCK ISSUANCE TO CONSULTANT

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

                              MR. HAYSEED STEPHENS
                         NESS ENERGY INTERNATIONAL, INC.
                           4201 EAST I-20 SERVICE ROAD
                            WILLOW PARK, TEXAS 76087
                     (Name and address of agent for service)

                                 (817) 341-1477
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------- ------------- ---------------- ------------------ -------------------

                                    PROPOSED MAXIMUM  PROPOSED MAXIMUM
  TITLE OF SECURITIES AMOUNT OF BE   OFFERING PRICE  AGGREGATE OFFERING      AMOUNT OF
   TO BE REGISTERED   REGISTERED(1)   PER SHARE(2)      PRICE (1)(2)    REGISTRATION FEE(2)
--------------------- ------------- ---------------- ------------------ -------------------
<S>           <C>     <C>           <C>              <C>                <C>

COMMON STOCK, $0.00      200,000          $1.40           $280,000            $74.00

--------------------- ------------- ---------------- ------------------ -------------------
</TABLE>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended (the "Securities Act"), this Registration Statement also
         covers an indeterminate number of additional shares that may be
         issuable in connection with share splits, share dividends or similar
         transactions.

(2)      Estimated pursuant to Rule 457(c) under the Securities Act, solely for
         the purpose of calculating the registration fee, based on the average
         of the bid and asked prices for the Company's common stock as reported
         within five business days prior to the date of this filing.



<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *The document(s) containing the information specified in Part 1 of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such document(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Act.




                                       2
<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by Ness Energy
International, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1998 (the "Annual Report") filed by the
                  Company (SEC File No. 0-10301) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission.

         (b)      The Company's Form 10-QSB for the quarters ended March 31,
                  June 30 and September 30, 1999.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above.

         All documents subsequently filed by the Company with the Commission
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 securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In accordance with the Texas Business Corporation Act, Article IV of
the Company's Bylaws provides that the Company may advance expenses to and
indemnify directors, officers, employees, agents and other persons who may have
advanced expenses and be indemnified under applicable law.

         Section 2.02-1 of the Texas Business Corporation Act permits
indemnification of directors and officers of the Company and officers and
directors of another corporation, partnership, joint venture, trust, or other
enterprise who serve at the request of the Company, against expenses, including
attorney fees, judgments, fines and amount paid in settlement actually and
reasonable incurred by such person in connection with any action, suit, or
proceeding in which such person is a party by reason of such person being or
having been a director or officer of the Company of at the request of the
Company, if he conducted himself in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was




                                       3
<PAGE>   4

unlawful. The Company may not indemnify an officer or a director with respect to
any claim, issue or matter as to which such officer or director shall have been
adjudged to be liable to the Company, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. To the extent that an officer of
directors is successful on the merits or otherwise in defense on the merits or
otherwise in defense of any action, suit or proceeding with respect to which
such person is entitled to indemnification, or in defense of any claim, issue or
matter therein, such person is entitled to be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
therewith.

The circumstances under which indemnification is granted in an action brought on
behalf of the Company are generally the same as those set forth above; however,
expenses incurred by an officer or a director in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of final
disposition upon receipt of an undertaking by or on behalf of such officer or
director to repay such amount if it is ultimately determined that such officer
or director is not entitled to indemnification by the Company.

         No director of the Company shall be personally liable to the Company or
any of its shareholders for damages for any act or omission in such capacity
except to the extent Texas law expressly precludes limitation of such personal
liability, which it does when the director is found liable for a breach of his
duty of loyalty, an act or omission not in good faith that constitutes a breach
of duty or intentional misconduct or knowing violation of law, a transaction
from which the director received an improper benefit or any other case where
liability is provided by statute.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Company hereby undertakes:

                           (1)      To file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to the Registration Statement to:
                                    (i) include any prospectus required by
                                    Section 10(a)(3) of the Securities Act; (ii)
                                    reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement which,
                                    individually or in the aggregate, represent
                                    a fundamental change in the information set
                                    forth in the Registration Statement; and
                                    notwithstanding the foregoing, any increase
                                    or decrease in volume of securities offered
                                    (if the total dollar value of securities
                                    offered would not exceed that which was
                                    registered) and any deviation from the low
                                    or high end of the estimated maximum
                                    offering range may be reflected in the form
                                    of a prospectus filed with the Commission
                                    pursuant to Rule 424(b) if, in the
                                    aggregate, the changes in volume and price
                                    represent no more than a 20 percent change
                                    in the maximum aggregate offering price set
                                    forth in the




                                       4
<PAGE>   5

                                    "Calculation of Registration"
                                    table in the effective registration
                                    statement; and (iii) 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 provisions (i) and (ii) of this
                                    undertaking are inapplicable if the
                                    information to be filed thereunder is
                                    contained in periodic reports filed by the
                                    Company pursuant to the Exchange Act that
                                    are incorporated by reference into the
                                    Registration Statement.

                           (2)      That, for the purpose of determining any
                                    liability under the Securities Act, 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
                                    post-effective amendment any of the
                                    securities being registered which remains
                                    unsold at the termination of the offering.

         (b)      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
                  foregoing provisions, or otherwise, the Company has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer or controlling person 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 Company
                  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 its is against public policy as expressed
                  in the Securities Act and will be governed by the final
                  adjudication of such issue.

         (c)      The Company hereby undertakes that, for purposes of
                  determining any liability under the Securities Act, each
                  filing of the Company's annual report pursuant to Section
                  13(a) or 15(d) of the Exchange Act (and, where applicable,
                  each filing of an employee benefit plan's annual report
                  pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in this 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.




                                       5
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Longview, State of Texas, on March 21, 2000.

                                        NESS ENERGY INTERNATIONAL, INC.



                                        By: /s/ HAYSEED STEPHENS
                                            ------------------------------------
                                        Hayseed Stephens
                                                Chief Executive Officer and
                                                President
                                                (Principal Executive Officer)



                                        By: /s/ ROBERT LEE
                                            -----------------------------------
                                        Robert Lee, Controller and
                                                Principal Accounting Officer




                                       6
<PAGE>   7

                                POWER OF ATTORNEY

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Hayseed Stephens his true and lawful
attorney-in-fact and agent, each will full power of substitution and
re-substitution, for them and in their name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibit thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of the, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below on March 21, 2000.

<TABLE>
<CAPTION>
         Signatures                                     Title
         ----------                                     -----
<S>                                                    <C>
         /s/ Richard Nash                              Director
         ----------------
         Richard Nash
</TABLE>




                                       7
<PAGE>   8

                         NESS ENERGY INTERNATIONAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
   Exhibit                                                   Incorporated Herein by                    Filed
     No.                    Description                           Reference To                       Herewith
--------------- ----------------------------------- ------------------------------------------ ---------------------

<S>             <C>                                 <C>                                        <C>
     3.1        Articles of Incorporation of Ness   Exhibits 2.1 and 2.2 of the Form 10SB
                Energy International, Inc., as      Registration Statement filed with the
                amended                             Commission (SEC File No. 0-10301)

     3.2        Bylaws of Ness Energy               Incorporated by reference to Exhibit 2.3
                International, Inc.                 of Form 10SB filed with the Commission
                                                    (SEC File No. 0-10301)

     4.1        Consulting Agreement dated March
                21, 2000, with                                                                           X
                Curtis A. Swanson

     5.1        Opinion of James Hada, JD
                                                                                                         X

    23.1        Consent of Weaver Tidwell &
                Associates                                                                               X

    23.2        Consent of James Hada, JD
                (included in Exhibit 5.1)

    24.1        Power of Attorney                                                              Included on
                                                                                               Signature Page to
                                                                                               the Registration
                                                                                               Statement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21272}]
{"company-data": {"conformed-name": "NESS ENERGY INTERNATIONAL INC /NV/", "cik": "0000353634", "assigned-sic": "1311", "irs-number": "911067265", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33018", "film-number": "575765"}, "business-address": {"street1": "4201 EAST INTERSTATE 20", "city": "WILLOW PARK", "state": "TX", "zip": "76087", "phone": "2544423968"}, "mail-address": {"street1": "4201 I-20 SERVICE ROAD", "city": "WILLIOW PARK", "state": "TX", "zip": "76087"}, "former-company": {"former-conformed-name": "KIT KARSON CORP", "date-changed": "19980427"}}
1
     As filed with the Securities and Exchange Commission on March 21, 2000
                                                   Registration No. ___-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                         NESS ENERGY INTERNATIONAL, INC.
             (Exact name of the Company as specified in its charter)

             WASHINGTON                                    91-1067265
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                      Identification No.)

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

                           4201 EAST I-20 SERVICE ROAD
                            WILLOW PARK, TEXAS 76087
                    (Address of principal executive offices)
                                -----------------

                         NESS ENERGY INTERNATIONAL, INC.
                          STOCK ISSUANCE TO CONSULTANT

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

                              MR. HAYSEED STEPHENS
                         NESS ENERGY INTERNATIONAL, INC.
                           4201 EAST I-20 SERVICE ROAD
                            WILLOW PARK, TEXAS 76087
                     (Name and address of agent for service)

                                 (817) 341-1477
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------- ------------- ---------------- ------------------ -------------------

                                    PROPOSED MAXIMUM  PROPOSED MAXIMUM
  TITLE OF SECURITIES AMOUNT OF BE   OFFERING PRICE  AGGREGATE OFFERING      AMOUNT OF
   TO BE REGISTERED   REGISTERED(1)   PER SHARE(2)      PRICE (1)(2)    REGISTRATION FEE(2)
--------------------- ------------- ---------------- ------------------ -------------------
COMMON STOCK, $0.00      200,000          $1.40           $280,000            $74.00

--------------------- ------------- ---------------- ------------------ -------------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended (the "Securities Act"), this Registration Statement also
         covers an indeterminate number of additional shares that may be
         issuable in connection with share splits, share dividends or similar
         transactions.

(2)      Estimated pursuant to Rule 457(c) under the Securities Act, solely for
         the purpose of calculating the registration fee, based on the average
         of the bid and asked prices for the Company's common stock as reported
         within five business days prior to the date of this filing.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *The document(s) containing the information specified in Part 1 of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such document(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Act.

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by Ness Energy
International, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1998 (the "Annual Report") filed by the
                  Company (SEC File No. 0-10301) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission.

         (b)      The Company's Form 10-QSB for the quarters ended March 31,
                  June 30 and September 30, 1999.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above.

         All documents subsequently filed by the Company with the Commission
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 securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         In accordance with the Texas Business Corporation Act, Article IV of
the Company's Bylaws provides that the Company may advance expenses to and
indemnify directors, officers, employees, agents and other persons who may have
advanced expenses and be indemnified under applicable law.

         Section 2.02-1 of the Texas Business Corporation Act permits
indemnification of directors and officers of the Company and officers and
directors of another corporation, partnership, joint venture, trust, or other
enterprise who serve at the request of the Company, against expenses, including
attorney fees, judgments, fines and amount paid in settlement actually and
reasonable incurred by such person in connection with any action, suit, or
proceeding in which such person is a party by reason of such person being or
having been a director or officer of the Company of at the request of the
Company, if he conducted himself in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was

                                       3
4

unlawful. The Company may not indemnify an officer or a director with respect to
any claim, issue or matter as to which such officer or director shall have been
adjudged to be liable to the Company, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. To the extent that an officer of
directors is successful on the merits or otherwise in defense on the merits or
otherwise in defense of any action, suit or proceeding with respect to which
such person is entitled to indemnification, or in defense of any claim, issue or
matter therein, such person is entitled to be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
therewith.

The circumstances under which indemnification is granted in an action brought on
behalf of the Company are generally the same as those set forth above; however,
expenses incurred by an officer or a director in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of final
disposition upon receipt of an undertaking by or on behalf of such officer or
director to repay such amount if it is ultimately determined that such officer
or director is not entitled to indemnification by the Company.

         No director of the Company shall be personally liable to the Company or
any of its shareholders for damages for any act or omission in such capacity
except to the extent Texas law expressly precludes limitation of such personal
liability, which it does when the director is found liable for a breach of his
duty of loyalty, an act or omission not in good faith that constitutes a breach
of duty or intentional misconduct or knowing violation of law, a transaction
from which the director received an improper benefit or any other case where
liability is provided by statute.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Company hereby undertakes:

                           (1)      To file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to the Registration Statement to:
                                    (i) include any prospectus required by
                                    Section 10(a)(3) of the Securities Act; (ii)
                                    reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement which,
                                    individually or in the aggregate, represent
                                    a fundamental change in the information set
                                    forth in the Registration Statement; and
                                    notwithstanding the foregoing, any increase
                                    or decrease in volume of securities offered
                                    (if the total dollar value of securities
                                    offered would not exceed that which was
                                    registered) and any deviation from the low
                                    or high end of the estimated maximum
                                    offering range may be reflected in the form
                                    of a prospectus filed with the Commission
                                    pursuant to Rule 424(b) if, in the
                                    aggregate, the changes in volume and price
                                    represent no more than a 20 percent change
                                    in the maximum aggregate offering price set
                                    forth in the

                                       4
5

                                    "Calculation of Registration"
                                    table in the effective registration
                                    statement; and (iii) 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 provisions (i) and (ii) of this
                                    undertaking are inapplicable if the
                                    information to be filed thereunder is
                                    contained in periodic reports filed by the
                                    Company pursuant to the Exchange Act that
                                    are incorporated by reference into the
                                    Registration Statement.

                           (2)      That, for the purpose of determining any
                                    liability under the Securities Act, 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
                                    post-effective amendment any of the
                                    securities being registered which remains
                                    unsold at the termination of the offering.

         (b)      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
                  foregoing provisions, or otherwise, the Company has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer or controlling person 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 Company
                  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 its is against public policy as expressed
                  in the Securities Act and will be governed by the final
                  adjudication of such issue.

         (c)      The Company hereby undertakes that, for purposes of
                  determining any liability under the Securities Act, each
                  filing of the Company's annual report pursuant to Section
                  13(a) or 15(d) of the Exchange Act (and, where applicable,
                  each filing of an employee benefit plan's annual report
                  pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in this 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.

                                       5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Longview, State of Texas, on March 21, 2000.

                                        NESS ENERGY INTERNATIONAL, INC.

                                        By: /s/ HAYSEED STEPHENS
                                            ------------------------------------
                                        Hayseed Stephens
                                                Chief Executive Officer and
                                                President
                                                (Principal Executive Officer)

                                        By: /s/ ROBERT LEE
                                            -----------------------------------
                                        Robert Lee, Controller and
                                                Principal Accounting Officer

                                       6
7

                                POWER OF ATTORNEY

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Hayseed Stephens his true and lawful
attorney-in-fact and agent, each will full power of substitution and
re-substitution, for them and in their name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibit thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of the, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below on March 21, 2000.
Signatures                                     Title
         ----------                                     -----
/s/ Richard Nash                              Director
         ----------------
         Richard Nash
7
8

                         NESS ENERGY INTERNATIONAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
Exhibit                                                   Incorporated Herein by                    Filed
     No.                    Description                           Reference To                       Herewith
--------------- ----------------------------------- ------------------------------------------ ---------------------
3.1        Articles of Incorporation of Ness   Exhibits 2.1 and 2.2 of the Form 10SB
                Energy International, Inc., as      Registration Statement filed with the
                amended                             Commission (SEC File No. 0-10301)

     3.2        Bylaws of Ness Energy               Incorporated by reference to Exhibit 2.3
                International, Inc.                 of Form 10SB filed with the Commission
                                                    (SEC File No. 0-10301)

     4.1        Consulting Agreement dated March
                21, 2000, with                                                                           X
                Curtis A. Swanson

     5.1        Opinion of James Hada, JD
                                                                                                         X

    23.1        Consent of Weaver Tidwell &
                Associates                                                                               X

    23.2        Consent of James Hada, JD
                (included in Exhibit 5.1)

    24.1        Power of Attorney                                                              Included on
                                                                                               Signature Page to
                                                                                               the Registration
                                                                                               Statement