UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          INFE - HUMAN RESOURCES, INC.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)

                       Nevada                  54-2013455
             -----------------------------------------------------
               (State or other jurisdiction of      (IRS Employer
             incorporation or organization)    Identification No.)

           67 Wall Street, 22nd Floor, New York, NY        10005-3198
             ------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                           2005 Equity Incentive Plan
             ------------------------------------------------------
                            (Full title of the plan)

           67 Wall Street, 22nd Floor, New York, NY        10005-3198
           ---------------------------------------------------------
                    (Name and address of agent for service)

                                 (212)859-3466
                                 --------------
         (Telephone number, including area code, of agent for service)
=======================================================================
<table>
<caption>
 <s>                     <c>              <c>                  <c>                  <c>

                       CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed maximum     Proposed maximum       Amount of
to be registered     registered    Offering price per   aggregate offering  registration fee
                                   share                price
-------------------  ------------  ------------------  -------------------  -----------------
$.001 par value      2,240,000	       $.004	          $8,960(1)	         $1.05
  common stock
---------------------------------------------------------------------------------------------

(1)   This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933, as amended, and is calculated on the basis of the book value of
such securities computed as of February 28, 2005 which is the latest
practicable date prior to the date of filing the registration statement.

</table>

                                   PROSPECTUS

                          INFE - HUMAN RESOURCES, INC

                        2,250,000 Shares of Common Stock

This prospectus relates to the offer and sale by Infe - Human Resources, Inc., a
Nevada corporation (the "Registrant"), of shares of its $.001 par value per
share common stock to certain employees, officers, directors and consultants
(the "Beneficiaries") pursuant to the 2005 Equity Incentive Plan (the "Stock
Plan"). Pursuant to the Stock Plan, Registrant is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, to the Beneficiaries
2,240,000 shares of common stock.

The common stock is not subject to any restriction on transfer ability.
Recipients of shares other than persons who are "affiliates" of Registrant
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the over-the-
counter market at prices prevailing at the time of such sale.

These securities have not been approved or disapproved by The Securities and
Exchange Commission nor has the Commission passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 22, 2005.

This prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by Registrant with the Commission
are qualified in their entirety by the reference thereto.

<PAGE>2

A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: INFe - Human
Resources, Inc., 67 Wall Street, 22nd Floor, New York, NY  10005-3198.

Registrant's telephone number is (212)859-3466

Registrant is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by Registrant under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W. Washington D.C. 20549 or at the Commission's website at
sec.gov.

No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or represen-tation must not be relied upon as
having been authorized by Registrant. This prospectus does not constitute an
offer or a solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.

Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of Registrant since the date hereof.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of the Registration
Statement on Form S-8 (the "Registration Statement") is omitted from this
filing in accordance with the provi-sions of Rule 428 under the Securities Act
and the introductory note to Part I of the Registration Statement. The documents
con-taining the information specified in Part I will be delivered to the
participants in the plan covered by this Registration State-ment as required by
Rule 428(b)(1).

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

Registrant hereby incorporates by reference into this registration statement
the following documents that it has previously filed with the Commission:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
November 30, 2004, which was filed with the Commission on February 28, 2005.

<PAGE>3

(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
February 28, 2005 which was filed on April 13, 2005.  The Registrant's Quarterly
Report on Form 10-QSB for the fiscal quarter ended August 31, 2004, which was
filed with the Commission on October 15, 2004, and its Quarterly Report on Form
10-QSB for the fiscal quarter ended May 31, 2004, which was filed with the
Commission on July 19, 2004;

(c) The description of the Registrant's Common Stock set forth in the
Registrant's registration statement on Form 10-SB filed on August 21, 2003,
including any amendment or report filed with the Commission for the purpose of
updating such de-scription.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
subsequent to the date hereof and prior to the filing of a post-effective
amendment which in-dicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modi-fied 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 in-corporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to consti-
tute a part of this registration statement.

To the extent that any proxy statement is incorporated by reference herein,
such incorporation shall not include any information contained in such proxy
statement which is not, pursuant to the Commission's rules, deemed to be "filed"
with the Commission or subject to the liabilities of Section 18 of the Exchange
Act.

Item 4.	Description of Securities.

Not applicable.

Item 5.	Interests of Named Experts and Counsel.

Not applicable.

<PAGE>4

Item 6.	Indemnification of Directors and Officers.

Nevada law provides that a director or an officer of a corporation will not be
personally liable to the corporation or its stockholders for any damages as a
result of any act or failure to act in his capacity as a director or officer
unless it is proven that (i) his act or failure to act constituted a breach of
his fiduciary duties as a director or officer, and (ii) his breach of those
duties involved intentional misconduct, fraud or a knowing violation of law.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.

Nevada law provides that a corporation may indemnify its directors and officers,
as well as other employees and indi-viduals, against attorneys' fees and other
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending
or completed actions, suits or proceedings in which such person was or is a
party or is threatened to be made a party by reason of such person being or
having been a director, officer, employee or agent of the corporation, provided
such person acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation. However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer, and (ii)
his breach of those du-ties involved intentional misconduct, fraud or a knowing
violation of law.

The Nevada General Corporation Law provides that the foregoing provisions are
not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

The Company's bylaws provide that the Company is required to indemnify each
director, officer and employee against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceed-ing to which he may be made a party, or in which he may become involved,
by reason of being or having been a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, whether or not he is a director,
officer, employee or agent at the time such expenses are incurred, unless he is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties. In the event of a settlement, the Company will indemnify him only when
the Board of Directors approves such settlement and reimbursement as being for
the best interests of the Company.

<PAGE>5

The Company's bylaws also permit the Company to obtain insurance on behalf of
any director or officer for any liability arising out of his or her actions in
a representative capacity.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and con-trolling 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, therefore, is
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Regis-trant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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.

Item 7.	Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically incorporated
herein by this reference:

	Exhibit No.     Title
	-----------     -----

	4.1		2005 Equity Incentive Plan

	5.1		Legal opinion of Legal & Compliance, LLC

	23.1         	Consent of Legal & Compliance, LLC

	23.2         	Consent of Consent of Bagell Josephs & Co.

Item 9.	Undertakings.

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post
effective amendment to this registration statement:

<PAGE>6

    (i) To include any prospectus required by Section 10(a)(3) of the Securities
    Act.

    (ii) 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. Not-withstanding 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 de
    viation from the low or high end of the estimated maximum offer-ing 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 "Calcu-lation of Registration Fee" table in the
    effective registration statement.

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

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

    (b) 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.

    (c) 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 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.

The undertaking concerning indemnification is set forth under the response to
Item 6.

Pursuant to the requirements of the Securities Act, this regis-tration statement
has been signed by the following persons, in the capacities indicated below, on
April 25, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 State of New York, on April 25, 2005, 2005.


SIGNATURES

INFE - Human Resources, Inc.

 /s/    Arthur Viola
 --------------------
        Arthur Viola

Chief Executive Officer, Chief Financial Officer and Sole Director.

Date: April 25, 2005

<PAGE>7
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          INFE - HUMAN RESOURCES, INC.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)

                       Nevada                  54-2013455
             -----------------------------------------------------
               (State or other jurisdiction of      (IRS Employer
             incorporation or organization)    Identification No.)

           67 Wall Street, 22nd Floor, New York, NY        10005-3198
             ------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                           2005 Equity Incentive Plan
             ------------------------------------------------------
                            (Full title of the plan)

           67 Wall Street, 22nd Floor, New York, NY        10005-3198
           ---------------------------------------------------------
                    (Name and address of agent for service)

                                 (212)859-3466
                                 --------------
         (Telephone number, including area code, of agent for service)
=======================================================================
CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed maximum     Proposed maximum       Amount of
to be registered     registered    Offering price per   aggregate offering  registration fee
                                   share                price
-------------------  ------------  ------------------  -------------------  -----------------
$.001 par value      2,240,000	       $.004	          $8,960(1)	         $1.05
  common stock
---------------------------------------------------------------------------------------------

(1)   This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933, as amended, and is calculated on the basis of the book value of
such securities computed as of February 28, 2005 which is the latest
practicable date prior to the date of filing the registration statement.
PROSPECTUS

                          INFE - HUMAN RESOURCES, INC

                        2,250,000 Shares of Common Stock

This prospectus relates to the offer and sale by Infe - Human Resources, Inc., a
Nevada corporation (the "Registrant"), of shares of its $.001 par value per
share common stock to certain employees, officers, directors and consultants
(the "Beneficiaries") pursuant to the 2005 Equity Incentive Plan (the "Stock
Plan"). Pursuant to the Stock Plan, Registrant is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, to the Beneficiaries
2,240,000 shares of common stock.

The common stock is not subject to any restriction on transfer ability.
Recipients of shares other than persons who are "affiliates" of Registrant
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the over-the-
counter market at prices prevailing at the time of such sale.

These securities have not been approved or disapproved by The Securities and
Exchange Commission nor has the Commission passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 22, 2005.

This prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by Registrant with the Commission
are qualified in their entirety by the reference thereto.
2

A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: INFe - Human
Resources, Inc., 67 Wall Street, 22nd Floor, New York, NY  10005-3198.

Registrant's telephone number is (212)859-3466

Registrant is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by Registrant under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W. Washington D.C. 20549 or at the Commission's website at
sec.gov.

No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or represen-tation must not be relied upon as
having been authorized by Registrant. This prospectus does not constitute an
offer or a solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.

Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of Registrant since the date hereof.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of the Registration
Statement on Form S-8 (the "Registration Statement") is omitted from this
filing in accordance with the provi-sions of Rule 428 under the Securities Act
and the introductory note to Part I of the Registration Statement. The documents
con-taining the information specified in Part I will be delivered to the
participants in the plan covered by this Registration State-ment as required by
Rule 428(b)(1).

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

Registrant hereby incorporates by reference into this registration statement
the following documents that it has previously filed with the Commission:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
November 30, 2004, which was filed with the Commission on February 28, 2005.
3

(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
February 28, 2005 which was filed on April 13, 2005.  The Registrant's Quarterly
Report on Form 10-QSB for the fiscal quarter ended August 31, 2004, which was
filed with the Commission on October 15, 2004, and its Quarterly Report on Form
10-QSB for the fiscal quarter ended May 31, 2004, which was filed with the
Commission on July 19, 2004;

(c) The description of the Registrant's Common Stock set forth in the
Registrant's registration statement on Form 10-SB filed on August 21, 2003,
including any amendment or report filed with the Commission for the purpose of
updating such de-scription.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
subsequent to the date hereof and prior to the filing of a post-effective
amendment which in-dicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modi-fied 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 in-corporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to consti-
tute a part of this registration statement.

To the extent that any proxy statement is incorporated by reference herein,
such incorporation shall not include any information contained in such proxy
statement which is not, pursuant to the Commission's rules, deemed to be "filed"
with the Commission or subject to the liabilities of Section 18 of the Exchange
Act.

Item 4.	Description of Securities.

Not applicable.

Item 5.	Interests of Named Experts and Counsel.

Not applicable.
4

Item 6.	Indemnification of Directors and Officers.

Nevada law provides that a director or an officer of a corporation will not be
personally liable to the corporation or its stockholders for any damages as a
result of any act or failure to act in his capacity as a director or officer
unless it is proven that (i) his act or failure to act constituted a breach of
his fiduciary duties as a director or officer, and (ii) his breach of those
duties involved intentional misconduct, fraud or a knowing violation of law.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.

Nevada law provides that a corporation may indemnify its directors and officers,
as well as other employees and indi-viduals, against attorneys' fees and other
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending
or completed actions, suits or proceedings in which such person was or is a
party or is threatened to be made a party by reason of such person being or
having been a director, officer, employee or agent of the corporation, provided
such person acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation. However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer, and (ii)
his breach of those du-ties involved intentional misconduct, fraud or a knowing
violation of law.

The Nevada General Corporation Law provides that the foregoing provisions are
not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

The Company's bylaws provide that the Company is required to indemnify each
director, officer and employee against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceed-ing to which he may be made a party, or in which he may become involved,
by reason of being or having been a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, whether or not he is a director,
officer, employee or agent at the time such expenses are incurred, unless he is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties. In the event of a settlement, the Company will indemnify him only when
the Board of Directors approves such settlement and reimbursement as being for
the best interests of the Company.
5

The Company's bylaws also permit the Company to obtain insurance on behalf of
any director or officer for any liability arising out of his or her actions in
a representative capacity.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and con-trolling 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, therefore, is
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Regis-trant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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.

Item 7.	Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically incorporated
herein by this reference:

	Exhibit No.     Title
	-----------     -----

	4.1		2005 Equity Incentive Plan

	5.1		Legal opinion of Legal & Compliance, LLC

	23.1         	Consent of Legal & Compliance, LLC

	23.2         	Consent of Consent of Bagell Josephs & Co.

Item 9.	Undertakings.

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post
effective amendment to this registration statement:
6

    (i) To include any prospectus required by Section 10(a)(3) of the Securities
    Act.

    (ii) 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. Not-withstanding 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 de
    viation from the low or high end of the estimated maximum offer-ing 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 "Calcu-lation of Registration Fee" table in the
    effective registration statement.

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

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

    (b) 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.

    (c) 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 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.

The undertaking concerning indemnification is set forth under the response to
Item 6.

Pursuant to the requirements of the Securities Act, this regis-tration statement
has been signed by the following persons, in the capacities indicated below, on
April 25, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 State of New York, on April 25, 2005, 2005.

SIGNATURES

INFE - Human Resources, Inc.

 /s/    Arthur Viola
 --------------------
        Arthur Viola

Chief Executive Officer, Chief Financial Officer and Sole Director.

Date: April 25, 2005
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