<PAGE>

As filed with the Securities and Exchange Commission on: May 22, 1997.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          United Petroleum Corporation
             (Exact name of registrant as specified in its charter)

Delaware                                                              13-310494
(State of incorporation)                          (I.R.S. Employer I.D. Number)


1111 Northshore Drive - Suite N. 425
Knoxville, Tennessee                                                      37919
(Address of principal executive offices)                             (zip code)

                 United Petroleum Corporation 1994 Stock Option
                  and Stock Bonus Plan and the 1997 Amendment
                             Full Title of the Plan

                        Mr. Michael F. Thomas, President
                          United Petroleum Corporation
                      1111 Northshore Drive - Suite N. 425
                           Knoxville, Tennessee 37919
                    (Name and address of agent for service)

                                 (423) 909-0890
         (Telephone number, including area code, of Agent for Service)



<PAGE>

                        CALCULATION OF REGISTRATION FEE

===============================================================================
Title of           Amount To       Proposed       Proposed        Amount of
Class of           Be              Maximum        Maximum         Fee
Securities         Registered      Price          Offering
To Be              (1)             per            Price
Registered                         Share(2)
===============================================================================
Common             2,500,000       $0.42          $1,050,000      $318.18
Stock,
$.01 par
value
-------------------------------------------------------------------------------


-----------------
     (1) This registration statement covers 2,500,000 shares, the increased
number of shares for which options may be granted or bonus shares issued under
the 1994 Stock Option and Stock Bonus Plan as the result of the 1997 Amendment
to the 1994 Stock Option and Stock Bonus Plan. In addition, this registration
statement covers such additional indeterminate number of shares of Common Stock
as may be issued upon exercise of options by reason of adjustments in the
number of shares of Common Stock pursuant to anti-dilution provisions contained
in the plan under which the options were granted. Because such additional
shares of Common Stock will, if issued, be issued for no additional
consideration, no registration fee is required.

     (2) Estimated solely for calculation of the amount of the registration
fee. All shares of Common Stock are being offered to employees (as said term is
defined in the General Instructions to the Form S-8) who are not restricted as
to the price or prices at which such securities may be sold. It is anticipated
that such securities will be offered at prices approximating fluctuating market
prices. Therefore, pursuant to Rule 457 of the Securities Act of 1933, as
amended, the registration fee has been calculated based upon the higher of (i)
the average of $0.40625 per share and $0.4375 per share, the bid and asked
prices of the Company's Common Stock on May 19, 1997 as reported by The NASDAQ
Stock Market, Small Cap Market, or (ii) the maximum exercise price per share
for shares of common stock issuable upon exercise of options to purchase common
stock.

                                       2


<PAGE>

Prior Registration Statement

         This registration statement on Form S-8 relates to registration
statements on Form S-8, file no. 33-86206, filed on November 8, 1994, which
registered shares issuable in accordance with the terms of the 1994 Stock
Option and Stock Bonus Plan, and which was amended by amendment filed with the
Securities and Exchange Commission on May 8, 1995, Registration Statement on
Form S-8, file no. 33-92054, and by amendment filed with the SEC on September
3, 1996, Registration Statement on Form S-8, file no. 333-11293 and such
registration statements are incorporated by reference herein.

Additional Information

         This registration statement of Form S-8 covers 2,500,000 shares, the
increased number of shares for which options may be granted or bonus shares
issued under the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as
amended by the 1997 Amendment to the Plan.

Item 8. Exhibits.

4.1 One Capital Advisory Agreement*

4.2 Wood Capital Associates Consulting Agreement*

4.3 United Petroleum Corporation 1994 Stock Option and Stock Bonus
Plan*

4.4 1995 Amendment to United Petroleum Corporation 1994 Stock
Option and Stock Bonus Plan**

4.5 1996 Amendment to United Petroleum Corporation 1994 Stock
Option and Stock Bonus Plan. ***

4.6 Agreement between M.A.G. & Associates, Inc. and United
Petroleum Corporation**

4.7 Agreement between Strategic Holdings Corporation and United
Petroleum Corporation ***

4.8 1997 Amendment to United Petroleum Corporation 1994 Stock
Option and Stock Bonus Plan.

4.9 Agreement between Joel Brownstein and United Petroleum
Corporation dated April 25, 1997.

5.1 Opinion of Brenman Key & Bromberg, PC.*

5.2 Opinion of Robson & Miller, LLP


                                       3


<PAGE>

24.1 Consent of Reel & Swafford, PLLC

24.2 Consent of Robson & Miller, LLP which is contained in Exhibit
No. 5.2

---------------
 *Incorporated by reference to Registration Statement on Form S-8,
no. 33-86206  filed on November 8, 1994.
**Incorporated by reference to Registration Statement on Form S-8,
no. 33-92054 filed on May 8, 1995.
*** Incorporated by reference to Registration Statement on Form S-
8, no. 333-11293 filed on September 3, 1996.


                     [Rest of Page Intenionally Left Blank]

                                       4


<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Knoxville, State of Tennessee, on May 20, 1997.

                                            UNITED PETROLEUM CORPORATION
                                            (Registrant)

                                            By: /s/ Michael F. Thomas
                                                ----------------------------
                                                Michael F. Thomas, President

         Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons on behalf of the
registrant and in their capacities and on the dates indicated.

Signature                    Title                                  Date

/s/ Michael F. Thomas        Chief Executive                    May 20, 1997
----------------------       Officer, and
Michael F. Thomas            Director


/s/ Dwight S. Thomas         Director                           May 20, 1997
----------------------
Dwight S. Thomas


/s/ Neal Melnick             Director                           May 20, 1997
----------------------
Neal Melnick

                             Director                           May   , 1997
----------------------
Walter Helton

                             Director                           May   , 1997
----------------------
Arthur H. VanBuren


/s/ Charles Lobetti          Principal Financial                May 20, 1997
----------------------       and Accounting
Charles Lobetti              Officer

                                       5
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As filed with the Securities and Exchange Commission on: May 22, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          United Petroleum Corporation
             (Exact name of registrant as specified in its charter)

Delaware                                                              13-310494
(State of incorporation)                          (I.R.S. Employer I.D. Number)

1111 Northshore Drive - Suite N. 425
Knoxville, Tennessee                                                      37919
(Address of principal executive offices)                             (zip code)

                 United Petroleum Corporation 1994 Stock Option
                  and Stock Bonus Plan and the 1997 Amendment
                             Full Title of the Plan

                        Mr. Michael F. Thomas, President
                          United Petroleum Corporation
                      1111 Northshore Drive - Suite N. 425
                           Knoxville, Tennessee 37919
                    (Name and address of agent for service)

                                 (423) 909-0890
         (Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE

===============================================================================
Title of           Amount To       Proposed       Proposed        Amount of
Class of           Be              Maximum        Maximum         Fee
Securities         Registered      Price          Offering
To Be              (1)             per            Price
Registered                         Share(2)
===============================================================================
Common             2,500,000       $0.42          $1,050,000      $318.18
Stock,
$.01 par
value
-------------------------------------------------------------------------------

-----------------
     (1) This registration statement covers 2,500,000 shares, the increased
number of shares for which options may be granted or bonus shares issued under
the 1994 Stock Option and Stock Bonus Plan as the result of the 1997 Amendment
to the 1994 Stock Option and Stock Bonus Plan. In addition, this registration
statement covers such additional indeterminate number of shares of Common Stock
as may be issued upon exercise of options by reason of adjustments in the
number of shares of Common Stock pursuant to anti-dilution provisions contained
in the plan under which the options were granted. Because such additional
shares of Common Stock will, if issued, be issued for no additional
consideration, no registration fee is required.

     (2) Estimated solely for calculation of the amount of the registration
fee. All shares of Common Stock are being offered to employees (as said term is
defined in the General Instructions to the Form S-8) who are not restricted as
to the price or prices at which such securities may be sold. It is anticipated
that such securities will be offered at prices approximating fluctuating market
prices. Therefore, pursuant to Rule 457 of the Securities Act of 1933, as
amended, the registration fee has been calculated based upon the higher of (i)
the average of $0.40625 per share and $0.4375 per share, the bid and asked
prices of the Company's Common Stock on May 19, 1997 as reported by The NASDAQ
Stock Market, Small Cap Market, or (ii) the maximum exercise price per share
for shares of common stock issuable upon exercise of options to purchase common
stock.

                                       2
Prior Registration Statement

         This registration statement on Form S-8 relates to registration
statements on Form S-8, file no. 33-86206, filed on November 8, 1994, which
registered shares issuable in accordance with the terms of the 1994 Stock
Option and Stock Bonus Plan, and which was amended by amendment filed with the
Securities and Exchange Commission on May 8, 1995, Registration Statement on
Form S-8, file no. 33-92054, and by amendment filed with the SEC on September
3, 1996, Registration Statement on Form S-8, file no. 333-11293 and such
registration statements are incorporated by reference herein.

Additional Information

         This registration statement of Form S-8 covers 2,500,000 shares, the
increased number of shares for which options may be granted or bonus shares
issued under the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as
amended by the 1997 Amendment to the Plan.

Item 8. Exhibits.

4.1 One Capital Advisory Agreement*

4.2 Wood Capital Associates Consulting Agreement*

4.3 United Petroleum Corporation 1994 Stock Option and Stock Bonus
Plan*

4.4 1995 Amendment to United Petroleum Corporation 1994 Stock
Option and Stock Bonus Plan**

4.5 1996 Amendment to United Petroleum Corporation 1994 Stock
Option and Stock Bonus Plan. ***

4.6 Agreement between M.A.G. & Associates, Inc. and United
Petroleum Corporation**

4.7 Agreement between Strategic Holdings Corporation and United
Petroleum Corporation ***

4.8 1997 Amendment to United Petroleum Corporation 1994 Stock
Option and Stock Bonus Plan.

4.9 Agreement between Joel Brownstein and United Petroleum
Corporation dated April 25, 1997.

5.1 Opinion of Brenman Key & Bromberg, PC.*

5.2 Opinion of Robson & Miller, LLP

                                       3
24.1 Consent of Reel & Swafford, PLLC

24.2 Consent of Robson & Miller, LLP which is contained in Exhibit
No. 5.2

---------------
 *Incorporated by reference to Registration Statement on Form S-8,
no. 33-86206  filed on November 8, 1994.
**Incorporated by reference to Registration Statement on Form S-8,
no. 33-92054 filed on May 8, 1995.
*** Incorporated by reference to Registration Statement on Form S-
8, no. 333-11293 filed on September 3, 1996.

                     [Rest of Page Intenionally Left Blank]

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Knoxville, State of Tennessee, on May 20, 1997.

                                            UNITED PETROLEUM CORPORATION
                                            (Registrant)

                                            By: /s/ Michael F. Thomas
                                                ----------------------------
                                                Michael F. Thomas, President

         Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons on behalf of the
registrant and in their capacities and on the dates indicated.

Signature                    Title                                  Date

/s/ Michael F. Thomas        Chief Executive                    May 20, 1997
----------------------       Officer, and
Michael F. Thomas            Director

/s/ Dwight S. Thomas         Director                           May 20, 1997
----------------------
Dwight S. Thomas

/s/ Neal Melnick             Director                           May 20, 1997
----------------------
Neal Melnick

                             Director                           May   , 1997
----------------------
Walter Helton

                             Director                           May   , 1997
----------------------
Arthur H. VanBuren

/s/ Charles Lobetti          Principal Financial                May 20, 1997
----------------------       and Accounting
Charles Lobetti              Officer

                                       5