SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        European American Resources, Inc.
                        ---------------------------------
             (Exact name of Registrant as specified in its charter)

                                    33-3492-D
                               -------------------
                               Commission File No.

            Delaware                                         87-0443214
-------------------------------                       ----------------------
(State or other jurisdiction of                (I.R.S. Employer incorporation or
         organization)                                 Identification No.)

              91 South Main Street, P.O. Box 1066, Eureka, NV 89316
              -----------------------------------------------------
                    (Address of Principal Executive Offices)

                            Consulting Agreement with
                            -------------------------
                                THOMAS K. MANCUSO
                                -----------------
                              (full title of plan)

                                 Sandy Fiorenzi
                        European American Resources, Inc.
                91 South Main Street, P.O. 1066, Eureka, NV 89316
                -------------------------------------------------
                     (Name and Address of Agent for service)

                                 (775)-237-7943
                                 --------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATON FEE

------------------------------ --------------------------- -------------------------------- ------------------ ----------------
  TITLE OF SECURITIES TO BE     AMOUNT TO BE REGISTERED       PROPOSED MAXIMUM OFFERING         PROPOSED          AMOUNT OF
         REGISTERED                       (1)                    PRICE PER SHARE (2)         AGGREGATE PRICE     FILING FEE
------------------------------ --------------------------- -------------------------------- ------------------ ----------------
<S>                            <C>                         <C>                              <C>                <C>
Common stock, $.0001 par       180,000                     .23                              $41,400            $3.85
value
------------------------------ --------------------------- -------------------------------- ------------------ ----------------
</TABLE>

(1)  Pursuant to Rule 416,  promulgated  under the  Securities  Act of 1933,  as
     amended,  this  Registration  Statement covers an  indeterminate  number of
     securities to be offered as a result of any  adjustment  from stock splits,
     stock dividends or similar events.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457, promulgated under the Securities Act
     of 1933,  as amended,  and based upon the closing bid price of the Issuer's
     common stock on August 13, 2002.


<PAGE>


EXPLANATORY NOTE
----------------

In accordance with the instructional Note to Part 1 of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by Part 1
of Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  are   incorporated   by  reference   into  this
     Registration Statement:

          1.The  Registrant's  Annual  Report on Form  10-KSB for the year ended
     December 31, 2001,  as filed with the  Securities  and Exchange  Commission
     (the "Commission");
          2.The  Registrant's  Quarterly  Report on Form  10-QSB  for the period
     ended March 31, 2002, as filed with the Securities and Exchange Commission;

     ITEM 4. DESCRIPTION OF SECURITIES

         Not Applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant has authority  under the Delaware  General  Corporation
     Law to indemnify its  directors and officers to the extent  provided for in
     such law.
          The Registrant's Certificate of Incorporation and By-Laws provide that
     the Registrant may insure,  shall  indemnify and shall advance  expenses on
     behalf of its directors to the fullest extent not prohibited by law.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

     ITEM 8. EXHIBITS.

         Exhibit  5.1  Opinion of Kogan and Associates, Attorneys at Law;
         Exhibit 10.1  Consulting agreement between EPAR and Mancuso



<PAGE>

     ITEM 9. UNDERTAKINGS

         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:  (a) to include
     any prospectus  required by Section  10(a)(3) of the Securities Act; (b) to
     reflect in the  prospectus  any facts or events arising after the effective
     date of the  Registration  Statement  (or the  most  recent  post-effective
     amendment  thereof),  which,  individually or in the aggregate  represent a
     fundamental  change  in the  information  set  forth  in  the  Registration
     Statement.  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 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% change in the maximum aggregate offering price set forth
     in  the   "Calculation  of   Registration   Fee"  table  in  the  effective
     Registration  Statement;  and (c) To include any material  information with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     Registration  Statement or any material  change to such  information in the
     Registration  Statement;  PROVIDED,  HOWEVER, that paragraphs 1(a) and 1(b)
     shall  not  apply  if  the  information   required  to  be  included  in  a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed by the Registrant  pursuant to Section 13 or Section 15(d) of
     the Exchange  Act that are  incorporated  by reference in 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 a post-effective  amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.  The undersigned  Registrant hereby undertakes
     that, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 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 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.  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 Registrant 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 of the registrant in
     the successful  defense of any action,  suit, or proceeding) is asserted by
     the 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  or   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it  is  against  public  policy  as  expressed  in  the
     Securities  Act and will be  governed  by the  final  adjudication  of such
     issue.


                                   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, on August 14, 2002.



                                              European American Resources, Inc.

                                              By:/s/Evangelos Kechayans
                                                 -------------------------
                                                 President, CEO, Director
[{"type": "S-8", "sequence": "1", "filename": "epars8mancuso.txt", "secsgml_size_bytes": 10330}]
{"company-data": {"conformed-name": "EUROPEAN AMERICAN RESOURCES INC", "cik": "0000789949", "assigned-sic": "1000", "irs-number": "870443214", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98223", "film-number": "02740427"}, "business-address": {"street1": "91 SOUTH MAIN STREET", "street2": "PO BOX 1066", "city": "EUREKA", "state": "NV", "zip": "89316", "phone": "775-237-7943"}, "mail-address": {"street1": "400 CLEVELAND STREET", "street2": "#9016", "city": "CLEARWATER", "state": "FL", "zip": "33755"}, "former-company": [{"former-conformed-name": "VALPARAISO INC", "date-changed": "19880801"}, {"former-conformed-name": "MERLIN MINING CO", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        European American Resources, Inc.
                        ---------------------------------
             (Exact name of Registrant as specified in its charter)

                                    33-3492-D
                               -------------------
                               Commission File No.

            Delaware                                         87-0443214
-------------------------------                       ----------------------
(State or other jurisdiction of                (I.R.S. Employer incorporation or
         organization)                                 Identification No.)

              91 South Main Street, P.O. Box 1066, Eureka, NV 89316
              -----------------------------------------------------
                    (Address of Principal Executive Offices)

                            Consulting Agreement with
                            -------------------------
                                THOMAS K. MANCUSO
                                -----------------
                              (full title of plan)

                                 Sandy Fiorenzi
                        European American Resources, Inc.
                91 South Main Street, P.O. 1066, Eureka, NV 89316
                -------------------------------------------------
                     (Name and Address of Agent for service)

                                 (775)-237-7943
                                 --------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATON FEE

------------------------------ --------------------------- -------------------------------- ------------------ ----------------
  TITLE OF SECURITIES TO BE     AMOUNT TO BE REGISTERED       PROPOSED MAXIMUM OFFERING         PROPOSED          AMOUNT OF
         REGISTERED                       (1)                    PRICE PER SHARE (2)         AGGREGATE PRICE     FILING FEE
------------------------------ --------------------------- -------------------------------- ------------------ ----------------
Common stock, $.0001 par       180,000                     .23                              $41,400            $3.85
value
------------------------------ --------------------------- -------------------------------- ------------------ ----------------
(1)  Pursuant to Rule 416,  promulgated  under the  Securities  Act of 1933,  as
     amended,  this  Registration  Statement covers an  indeterminate  number of
     securities to be offered as a result of any  adjustment  from stock splits,
     stock dividends or similar events.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457, promulgated under the Securities Act
     of 1933,  as amended,  and based upon the closing bid price of the Issuer's
     common stock on August 13, 2002.
EXPLANATORY NOTE
----------------

In accordance with the instructional Note to Part 1 of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by Part 1
of Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  are   incorporated   by  reference   into  this
     Registration Statement:

          1.The  Registrant's  Annual  Report on Form  10-KSB for the year ended
     December 31, 2001,  as filed with the  Securities  and Exchange  Commission
     (the "Commission");
          2.The  Registrant's  Quarterly  Report on Form  10-QSB  for the period
     ended March 31, 2002, as filed with the Securities and Exchange Commission;

     ITEM 4. DESCRIPTION OF SECURITIES

         Not Applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant has authority  under the Delaware  General  Corporation
     Law to indemnify its  directors and officers to the extent  provided for in
     such law.
          The Registrant's Certificate of Incorporation and By-Laws provide that
     the Registrant may insure,  shall  indemnify and shall advance  expenses on
     behalf of its directors to the fullest extent not prohibited by law.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

     ITEM 8. EXHIBITS.

         Exhibit  5.1  Opinion of Kogan and Associates, Attorneys at Law;
         Exhibit 10.1  Consulting agreement between EPAR and Mancuso
ITEM 9. UNDERTAKINGS

         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:  (a) to include
     any prospectus  required by Section  10(a)(3) of the Securities Act; (b) to
     reflect in the  prospectus  any facts or events arising after the effective
     date of the  Registration  Statement  (or the  most  recent  post-effective
     amendment  thereof),  which,  individually or in the aggregate  represent a
     fundamental  change  in the  information  set  forth  in  the  Registration
     Statement.  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 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% change in the maximum aggregate offering price set forth
     in  the   "Calculation  of   Registration   Fee"  table  in  the  effective
     Registration  Statement;  and (c) To include any material  information with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     Registration  Statement or any material  change to such  information in the
     Registration  Statement;  PROVIDED,  HOWEVER, that paragraphs 1(a) and 1(b)
     shall  not  apply  if  the  information   required  to  be  included  in  a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed by the Registrant  pursuant to Section 13 or Section 15(d) of
     the Exchange  Act that are  incorporated  by reference in 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 a post-effective  amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.  The undersigned  Registrant hereby undertakes
     that, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 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 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.  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 Registrant 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 of the registrant in
     the successful  defense of any action,  suit, or proceeding) is asserted by
     the 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  or   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it  is  against  public  policy  as  expressed  in  the
     Securities  Act and will be  governed  by the  final  adjudication  of such
     issue.

                                   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, on August 14, 2002.

                                              European American Resources, Inc.

                                              By:/s/Evangelos Kechayans
                                                 -------------------------
                                                 President, CEO, Director