As filed with the Securities and Exchange Commission on December 14, 1999

                                              Registration No. 333-___________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                                     ----------------
                              IRT INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                                  59-2720096
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer
           6230 Fairview Road, Suite 102,                    Identification no.)
             Charlotte, North Carolina                                28210
(Address of Principal Executive Offices)                             (Zip Code)

                              Consultant Agreements
                            (Full title of the plan)

                           Dale K. Chapman, President
                              IRT Industries, Inc.
         6230 Fairview Road, Suite 102, Charlotte, North Carolina 28210
                    (Name and address of agent for service)

                                 (704) 364-2066
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Melvin Weinberg, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6418


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED            PROPOSED
TITLE OF                                                         MAXIMUM             MAXIMUM
EACH CLASS                                  AMOUNT OF            OFFERING            AGGREGATE         AMOUNT OF
OF SECURITIES                               SHARES TO BE         PRICE PER           OFFERING          REGISTRATION
TO BE REGISTERED                            REGISTERED(1)        SHARE (2)           PRICE  (2)        FEE (3)
--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>              <C>                <C>
Common stock, par value $0.0001 per share    1,110,000            (2)             $35,100             $9
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant  to  Rule  416(b),  all  additional   securities   resulting  from
     anti-dilution adjustments,  if any, under the Consultant Services Agreement
     (the "Plan") shall also be deemed covered.

(2)  Pursuant to Rule 457(h),  the maximum  aggregate  offering price (estimated
     solely for the purpose of calculating the registration fee): $35,100, made
     up of the  following:
     (i)  300,000 shares  underlying an option with an exercise price of $0.0001
          per share;
     (ii) 700,000 shares underlying  options with an exercise price of $0.25 per
          share;
     (iii) 60,000 shares valued at $ 0.375 per share;
     (iv) 50,000 shares valued at $ 0.25 per share;
(3)  Calculated  by  multiplying  the aggregate  offering  amount by a factor of
     .000264.


<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents  previously filed by us with the Securities and
Exchange  Commission  (File No.  001-12765)  pursuant  to  Section  13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated by reference:

                (a)     Our annual report on Form 10-KSB for the fiscal year
                        ended June 30, 1999, as amended; and

                (b)     Our quarterly report on Form 10-QSB for the fiscal
                        quarter ended September 30, 1999 and our current report
                        on Form 8-K dated August 18, 1999 (date of earliest
                        event reported);

         All documents filed by us after the date of this registration statement
pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and before the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part of this  registration  statement  from the date of the  filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  herein by reference  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 which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         We are  registering  up to 1,100,000  shares of our common  stock,  par
value of $0.0001 per share.  Each holder of our common  stock is entitled to one
vote per share of common stock  standing in such holder's name on our records on
each  matter  submitted  to a vote  of our  stockholders,  except  as  otherwise
required  by law.  Holders of our  common  stock do not have  cumulative  voting
rights so that the holders of more than 50% of the combined shares of our common
stock  voting for the election of  directors  may elect all of the  directors if
they choose to do so and, in that event,  the holders of the remaining shares of
our  common  stock  will  not be able to  elect  any  members  to our  board  of
directors.

         Holders  of our  common  stock  are  entitled  to equal  dividends  and
distributions,  per share,  when,  as and if declared by our board of  directors
from  funds  legally  available.  Holders  of  our  common  stock  do  not  have
pre-emptive  rights to subscribe for any of our securities nor are any shares of
our common stock redeemable or convertible into any of our other securities.  If
we  liquidate,  dissolve or wind up our business or affairs,  our assets will be
divided up pro-rata on a  share-for-share  basis among the holders of our common
stock after creditors and preferred shareholders, if any, are paid.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  607.014  of  the  Florida  General  Corporation  Act  provides
generally  that a  corporation  incorporated  under  the  laws of the  State  of
Florida,  such as our company, may 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  (other than a  derivative  action by or in the right of the
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the


                                      -2-
<PAGE>

request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person 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 such  person's  conduct was
unlawful.

         Article XII of our articles of incorporation, as amended, provides that
our  company  has  the  power,  in  its  by-laws  or in  any  resolution  of our
stockholders  or directors to undertake to indemnify  our officers and directors
against  any  contingency  or  peril  as may  be  determined  to be in our  best
interests,  and in conjunction therewith,  to procure at our expense policies of
insurance.

         We maintain  directors and officers  liability  insurance coverage with
National Union Fire Insurance  Company of Pittsburgh,  Pa. The insurance  policy
has a $ 1,000,000 limit of liability and expires on November 10, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

<TABLE>
<CAPTION>

Exhibit
Number            Description
------            -----------
<S>               <C>

4.1               Articles of Incorporation, as amended. (1)

4.2               By-Laws, as amended. (1)

5.1               Opinion of Parker Chapin Flattau & Klimpl, LLP. (2)

10.1              Consultant Agreement dated as of October 21, 1999 by IRT Industries, Inc. and Stephen A. Krause. (2)

10.2              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Scott A. Neil. (2)

10.3              Consultant Agreement dated as of September 30, 1999 by IRT Industries, Inc. and Jason M. Baker. (2)

10.4              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Jahnihah Wrede. (2)

23.1              Consent of Dohan and Company, Certified Public Accountants, a Professional Association. (2)

23.2              Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1).
</TABLE>


                                      -3-
<PAGE>

<TABLE>
<CAPTION>

<S>               <C>

24.1              Powers of Attorney of Directors and Certain Officers of the Registrant.(3).

99.1              Form of Stock Option Agreement (2)

</TABLE>

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

<S>              <C>

(1)               Incorporated  by reference  from our  registration  statement as filed with the  Securities and
                  Exchange Commission ("SEC"), SEC File No. 33-10001-A.

(2)               Filed herewith.

(3)               Filed herewith as part of the signature page to this registration statement.

</TABLE>

ITEM 9.           UNDERTAKINGS.

                  We undertake to do the following:

                  (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, as amended;

                    (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
registration statement;

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

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         --------   -------
apply if the registration  statement is on Form S-3, Form S-8, Form F-3, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic  reports that we file pursuant to Section 13
or  15(d) of the  Securities  Exchange  Act of 1934  that  are  incorporated  by
reference in the registration statement.

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

                  (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.

                  We undertake  that, for purposes of determining  any liability
under the Securities  Act of 1933, as amended,  each filing of our annual report
pursuant to Section  13(a) or Section  15(d) of the  Securities  Exchange Act of
1934,  as  amended,  that is  incorporated  by  reference  in this  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered in such  registration  statement,  and the  offering of such
securities at that time shall be deemed to be the initial bona fide offering.

                  Regarding  whether  indemnification  for  liabilities  arising
under the Securities Act of 1933, as amended, may be permitted to our directors,
officers and controlling persons pursuant to the provisions described under Item
6  above,  or  otherwise,  we  have  been  advised  that in the  opinion  of the


                                      -4-
<PAGE>

Securities and Exchange Commission such indemnification is against public policy
as expressed  in the  Securities  Act of 1933,  as amended,  and is,  therefore,
unenforceable.  If a claim for  indemnification  against such liabilities (other
than our payment of expenses incurred or paid by one of our directors,  officers
or  controlling  persons  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,  we will, unless in the opinion
of our 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  Securities  Act of 1933,  as
amended, and will be governed by the final adjudication of such issue.


                                      -5-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 13th day of
December, 1999.

                                  IRT Industries, Inc.


                                  By: /s/ Dale K. Chapman
                                       -----------------------------------
                                  Name:    Dale K. Chapman
                                  Title:   President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Dale K.  Chapman  with the  power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that  said  attorney-in-fact  or his  substitute  may do or  cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated on the 13th day of December, 1999.

         Signature                     Title
         ---------                     -----
/s/ Dale K. Chapman
-----------------------------
Name:  Dale K.Chapman             President, Chief Executive Officer, Secretary,
                                  Treasurer and Director
/s/ Eric F. Heintschel
-----------------------------
Name: Eric F. Heintschel          Director

/s/ James H. Feeney
-----------------------------
Name: James H. Feeney             Director




                                      -6-
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number            Description
------            -----------
<S>               <C>

4.1               Articles of Incorporation, as amended. (1)

4.2               By-Laws, as amended. (1)

5.1               Opinion of Parker Chapin Flattau & Klimpl, LLP. (2)

10.1              Consultant Agreement dated as of October 21, 1999 by IRT Industries, Inc. and Stephen A. Krause. (2)

10.2              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Scott A. Neil. (2)

10.3              Consultant Agreement dated as of September 30, 1999 by IRT Industries, Inc. and Jason M. Baker. (2)

10.4              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Jahnihah Wrede. (2)

23.1              Consent of Dohan and Company, Certified Public Accountants, a Professional Association. (2)

23.2              Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1).

24.1              Powers of Attorney of Directors and Certain Officers of the Registrant.(3).

99.1              Form of Stock Option Agreement (2)

--------------
(1)               Incorporated  by reference  from our  registration  statement as filed with the  Securities and
                  Exchange Commission ("SEC"), SEC File No. 33-10001-A.

(2)               Filed herewith.

(3)               Filed herewith as part of the signature page to this registration statement.

</TABLE>



                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF IRT INDUSTRIES, INC.", "secsgml_size_bytes": 18306}]
{"company-data": {"conformed-name": "IRT INDUSTRIES INC", "cik": "0000806030", "assigned-sic": "9995", "irs-number": "592720096", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92689", "film-number": "99773900"}, "business-address": {"street1": "6230 FARIVIEW ROAD", "street2": "SUITE 102", "city": "CHARLOTTE", "state": "NC", "zip": "28210", "phone": "7043642066"}, "mail-address": {"street1": "555 SOUTH FEDERAL HIGHWAY", "street2": "STE 200", "city": "BOCA RATON", "state": "FL", "zip": "33432"}}
As filed with the Securities and Exchange Commission on December 14, 1999

                                              Registration No. 333-___________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                                     ----------------
                              IRT INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

          Florida                                                  59-2720096
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer
           6230 Fairview Road, Suite 102,                    Identification no.)
             Charlotte, North Carolina                                28210
(Address of Principal Executive Offices)                             (Zip Code)

                              Consultant Agreements
                            (Full title of the plan)

                           Dale K. Chapman, President
                              IRT Industries, Inc.
         6230 Fairview Road, Suite 102, Charlotte, North Carolina 28210
                    (Name and address of agent for service)

                                 (704) 364-2066
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Melvin Weinberg, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6418

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED            PROPOSED
TITLE OF                                                         MAXIMUM             MAXIMUM
EACH CLASS                                  AMOUNT OF            OFFERING            AGGREGATE         AMOUNT OF
OF SECURITIES                               SHARES TO BE         PRICE PER           OFFERING          REGISTRATION
TO BE REGISTERED                            REGISTERED(1)        SHARE (2)           PRICE  (2)        FEE (3)
--------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.0001 per share    1,110,000            (2)             $35,100             $9
--------------------------------------------------------------------------------------------------------------------
(1)  Pursuant  to  Rule  416(b),  all  additional   securities   resulting  from
     anti-dilution adjustments,  if any, under the Consultant Services Agreement
     (the "Plan") shall also be deemed covered.

(2)  Pursuant to Rule 457(h),  the maximum  aggregate  offering price (estimated
     solely for the purpose of calculating the registration fee): $35,100, made
     up of the  following:
     (i)  300,000 shares  underlying an option with an exercise price of $0.0001
          per share;
     (ii) 700,000 shares underlying  options with an exercise price of $0.25 per
          share;
     (iii) 60,000 shares valued at $ 0.375 per share;
     (iv) 50,000 shares valued at $ 0.25 per share;
(3)  Calculated  by  multiplying  the aggregate  offering  amount by a factor of
     .000264.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents  previously filed by us with the Securities and
Exchange  Commission  (File No.  001-12765)  pursuant  to  Section  13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated by reference:

                (a)     Our annual report on Form 10-KSB for the fiscal year
                        ended June 30, 1999, as amended; and

                (b)     Our quarterly report on Form 10-QSB for the fiscal
                        quarter ended September 30, 1999 and our current report
                        on Form 8-K dated August 18, 1999 (date of earliest
                        event reported);

         All documents filed by us after the date of this registration statement
pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and before the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part of this  registration  statement  from the date of the  filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  herein by reference  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 which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         We are  registering  up to 1,100,000  shares of our common  stock,  par
value of $0.0001 per share.  Each holder of our common  stock is entitled to one
vote per share of common stock  standing in such holder's name on our records on
each  matter  submitted  to a vote  of our  stockholders,  except  as  otherwise
required  by law.  Holders of our  common  stock do not have  cumulative  voting
rights so that the holders of more than 50% of the combined shares of our common
stock  voting for the election of  directors  may elect all of the  directors if
they choose to do so and, in that event,  the holders of the remaining shares of
our  common  stock  will  not be able to  elect  any  members  to our  board  of
directors.

         Holders  of our  common  stock  are  entitled  to equal  dividends  and
distributions,  per share,  when,  as and if declared by our board of  directors
from  funds  legally  available.  Holders  of  our  common  stock  do  not  have
pre-emptive  rights to subscribe for any of our securities nor are any shares of
our common stock redeemable or convertible into any of our other securities.  If
we  liquidate,  dissolve or wind up our business or affairs,  our assets will be
divided up pro-rata on a  share-for-share  basis among the holders of our common
stock after creditors and preferred shareholders, if any, are paid.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  607.014  of  the  Florida  General  Corporation  Act  provides
generally  that a  corporation  incorporated  under  the  laws of the  State  of
Florida,  such as our company, may 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  (other than a  derivative  action by or in the right of the
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the

                                      -2-
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person 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 such  person's  conduct was
unlawful.

         Article XII of our articles of incorporation, as amended, provides that
our  company  has  the  power,  in  its  by-laws  or in  any  resolution  of our
stockholders  or directors to undertake to indemnify  our officers and directors
against  any  contingency  or  peril  as may  be  determined  to be in our  best
interests,  and in conjunction therewith,  to procure at our expense policies of
insurance.

         We maintain  directors and officers  liability  insurance coverage with
National Union Fire Insurance  Company of Pittsburgh,  Pa. The insurance  policy
has a $ 1,000,000 limit of liability and expires on November 10, 2000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.
Exhibit
Number            Description
------            -----------
4.1               Articles of Incorporation, as amended. (1)

4.2               By-Laws, as amended. (1)

5.1               Opinion of Parker Chapin Flattau & Klimpl, LLP. (2)

10.1              Consultant Agreement dated as of October 21, 1999 by IRT Industries, Inc. and Stephen A. Krause. (2)

10.2              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Scott A. Neil. (2)

10.3              Consultant Agreement dated as of September 30, 1999 by IRT Industries, Inc. and Jason M. Baker. (2)

10.4              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Jahnihah Wrede. (2)

23.1              Consent of Dohan and Company, Certified Public Accountants, a Professional Association. (2)

23.2              Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1).
-3-
24.1              Powers of Attorney of Directors and Certain Officers of the Registrant.(3).

99.1              Form of Stock Option Agreement (2)
--------------
(1)               Incorporated  by reference  from our  registration  statement as filed with the  Securities and
                  Exchange Commission ("SEC"), SEC File No. 33-10001-A.

(2)               Filed herewith.

(3)               Filed herewith as part of the signature page to this registration statement.
ITEM 9.           UNDERTAKINGS.

                  We undertake to do the following:

                  (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, as amended;

                    (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
registration statement;

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

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         --------   -------
apply if the registration  statement is on Form S-3, Form S-8, Form F-3, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic  reports that we file pursuant to Section 13
or  15(d) of the  Securities  Exchange  Act of 1934  that  are  incorporated  by
reference in the registration statement.

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

                  (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.

                  We undertake  that, for purposes of determining  any liability
under the Securities  Act of 1933, as amended,  each filing of our annual report
pursuant to Section  13(a) or Section  15(d) of the  Securities  Exchange Act of
1934,  as  amended,  that is  incorporated  by  reference  in this  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered in such  registration  statement,  and the  offering of such
securities at that time shall be deemed to be the initial bona fide offering.

                  Regarding  whether  indemnification  for  liabilities  arising
under the Securities Act of 1933, as amended, may be permitted to our directors,
officers and controlling persons pursuant to the provisions described under Item
6  above,  or  otherwise,  we  have  been  advised  that in the  opinion  of the

                                      -4-
Securities and Exchange Commission such indemnification is against public policy
as expressed  in the  Securities  Act of 1933,  as amended,  and is,  therefore,
unenforceable.  If a claim for  indemnification  against such liabilities (other
than our payment of expenses incurred or paid by one of our directors,  officers
or  controlling  persons  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,  we will, unless in the opinion
of our 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  Securities  Act of 1933,  as
amended, and will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify  that we have  reasonable  grounds to believe that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  registration
statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 13th day of
December, 1999.

                                  IRT Industries, Inc.

                                  By: /s/ Dale K. Chapman
                                       -----------------------------------
                                  Name:    Dale K. Chapman
                                  Title:   President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Dale K.  Chapman  with the  power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that  said  attorney-in-fact  or his  substitute  may do or  cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated on the 13th day of December, 1999.

         Signature                     Title
         ---------                     -----
/s/ Dale K. Chapman
-----------------------------
Name:  Dale K.Chapman             President, Chief Executive Officer, Secretary,
                                  Treasurer and Director
/s/ Eric F. Heintschel
-----------------------------
Name: Eric F. Heintschel          Director

/s/ James H. Feeney
-----------------------------
Name: James H. Feeney             Director

                                      -6-
EXHIBIT INDEX
Exhibit
Number            Description
------            -----------
4.1               Articles of Incorporation, as amended. (1)

4.2               By-Laws, as amended. (1)

5.1               Opinion of Parker Chapin Flattau & Klimpl, LLP. (2)

10.1              Consultant Agreement dated as of October 21, 1999 by IRT Industries, Inc. and Stephen A. Krause. (2)

10.2              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Scott A. Neil. (2)

10.3              Consultant Agreement dated as of September 30, 1999 by IRT Industries, Inc. and Jason M. Baker. (2)

10.4              Consultant Agreement dated as of October 15, 1999 by IRT Industries, Inc. and Jahnihah Wrede. (2)

23.1              Consent of Dohan and Company, Certified Public Accountants, a Professional Association. (2)

23.2              Consent of Parker Chapin Flattau & Klimpl, LLP (included in Exhibit 5.1).

24.1              Powers of Attorney of Directors and Certain Officers of the Registrant.(3).

99.1              Form of Stock Option Agreement (2)

--------------
(1)               Incorporated  by reference  from our  registration  statement as filed with the  Securities and
                  Exchange Commission ("SEC"), SEC File No. 33-10001-A.

(2)               Filed herewith.

(3)               Filed herewith as part of the signature page to this registration statement.
-7-