As filed with the Securities Exchange Commission on October  , 1996


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  ------------
                            PHASEOUT OF AMERICA, INC.
               (Exact name of Company as specified in its charter)

       Delaware                                          11-2873662
(State of Incorporation)                          (IRS Employer Ident. No.)

                     140 Broadway, Lynbrook, New York 11563
                                 (516) 599-1900
          (Address of Principal Place of Business and Executive Office)

                              CONSULTING AGREEMENT
                      BETWEEN PHASEOUT OF AMERICA, INC. AND
                             P.K. HICKEY & CO., INC.
                   CONSULTING AGREEMENT WITH JACK H. HALPERIN
                            (Full Name of the Plans)


             Bernard Gutman, 140 Broadway, Lynbrook, New York 11563
                     (Name and Address of Agent for Service)

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

                                    Copy to:
                             Jack H. Halperin, Esq.
                          711 Third Avenue, Suite 1505
                            New York, New York 10017

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

     Approximate  date of  commencement  of proposed sale to public:  as soon as
practicable after the effective date of this Registration Statement.


<PAGE>


                         CALCULATION OF REGISTRATION FEE


                                   Proposed       Proposed
                    Proposed       Maximum        Maximum          Amount
Title of Each       Amount         Offering       Aggregate        of Regist-
Securities Being    Being          Price          Offering         ration Fee
Registered          Registered     per share      price (1)        ----------
----------         ----------      ---------      ---------

Common Stock,  
par value
$0.00003 (2)         150,000      $   0.03        $ 4,500          $   1.55

Common Stock
par value
$0.00003 (3)         150,000      $   0.03        $ 4,500          $   1.55
 
                                                     Total:           $ 3.20
                                                          $  100 minimum fee


(1)      Estimated solely for the purpose of calculating the registration fee.

(2)      Represents shares  underlying a consulting  agreement which allows P.K.
         Hickey & Co., and/or its designees to receive 150,000 shares.

(3)      Represents shares  underlying a consulting  agreement which allows Jack
         H. Halperin and/or designee to receive 150,000 shares.


<PAGE>


PART 1.   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information

Registrant  (sometimes  referred to herein as the  "Company") has entered into a
certain consulting agreement dated January 4, 1996 (the "Consulting  Agreement")
with P.K.  Hickey & Co., Inc.  (Hickey).  Pursuant to the Consulting  Agreement,
Hickey is to provide business and financial consulting services. As compensation
for the  services  to be  provided,  the  Company  has  provided  Hickey with an
aggregate of 150,000  shares of the Company's  Common Stock.  The  Registrant is
obligated  to  prepare  and file this  Registration  Statement  on Form S-8 upon
issuance of the shares. The Shares are deliverable to Hickey as follows: 150,000
shares upon the effectiveness of this registration statement.

The  Registrant  has entered into a consulting  agreement with Jack H. Halperin,
Esq.  ("Halperin")  pursuant to which Halperin will provide legal advice for the
Company with respect to proposed corporate transactions. As compensation for the
services to be provided,  Halperin is to receive 150,000 shares of the Company's
Common Stock upon the effectiveness of the registration  statement.  The term of
the agreement is February and March 1996.

Item 2.   Registrant Information and Employee Plan Annual Information.

Registrant shall provide each of the consultant, without charge, upon written or
oral request,  the documents  incorporated herein by reference in Item 3 of Part
II of this Registration Statement. Registrant shall also provide to consultants,
without charge upon oral or written request,  with all other documents  required
to be delivered to Consultant pursuant to Rule 428(b). Any and all such requests
shall be directed  to  Registrant  at 140  Broadway,  Lynbrook,  New York 11563,
telephone (516) 599-1900.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following  documents  filed with the Securities and Exchange  Commission are
incorporated by reference:

     (a)  Registrant's  annual Report on Form 10-K for the period ended December
          31, 1995,  filed pursuant to Section 13(a) or 15 (d) of the Securities
          Exchange  Act  of  1934,   which  contains,   either  directly  or  by
          incorporation  by reference,  certified  financial  statements for the
          Company's  latest  fiscal  year for which  such  statements  have been
          filed;

     (b)  All other reports,  including but not limited to Quarterly  Reports on
          Form  10-Q and  Current  Reports  on Form  8-K,  filed  by  Registrant
          pursuant to Section 13(a) or 15(d) of the Exchange Act;


<PAGE>



     (C)  All reports  subsequently  filed by the  Company  pursuant to Sections
          13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to 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 herein by reference and to
          be part hereof from the date of filing such documents.


Item 4.   Description of Securities.

The authorized  capital stock of the Company  consists of 100,000,000  Shares of
common stock,  par value $.00003 per Share. The holders of common stock (I) have
equal and ratable  rights to dividends  from funds legally  available  therefor,
when,  as and if declared by the Board of Directors  for the  Company;  (ii) are
entitled  to share  ratably in all of the assets of the  Company  available  for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provision  applicable
thereto);  and (iv) are entitled to one  non-cumulative  vote per share,  on all
matters which shareholders may vote at all meetings of the shareholders.

Since its  inception,  the Company has not paid any cash  dividend on its Common
Stock and does  anticipate  that it will pay cash  dividends in the  foreseeable
future.

Registrant  is  registering  hereunder  300,000  shares  of its  authorized  but
unissued common stock. All shares of common stock now outstanding are fully paid
for and  non-assessable  and all shares of common stock which are the subject of
this  Registration  Statement,  when  issued,  will  also be fully  paid for and
non-assessable.

Item 5.   Interest of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Officers and Directors.

There is no charter provision, by-law, contract or other arrangement under which
any  controlling  person,  director  or  officer  of  Registrant  is  insured or
indemnified in any manner against  liability  which he may incur in his capacity
as such. However,  pursuant to Delaware  Corporation Law Section 145, Registrant
may indemnify its directors,  officers, employees and agents against liabilities
which they may incur in their capacity as such.

Section 145 of Delaware  General  Corporation  law  contains  various  provision
entitling   directors,   officers,   employees  or  agents  of  the  Company  to
indemnification   from  judgements,   fines,  amounts  paid  in  settlement  and
reasonable  expenses,  including  attorney's fees, as the result of an action or
proceeding (whether civil,  criminal,  administrative or investigative) in which
they may be  involved  by reason of being or having  been a  director,  officer,
employee or agent of the Company provided said person acted in good faith and in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the Company (and, with respect to any criminal  action or  proceedings,  had not
reasonable cause to believe that the conduct complained of was unlawful).  Also,
the By-Laws of the


<PAGE>



Company state that the indemnification provisions of Section 145 of the Delaware
Corporation Code shall be utilized to the fullest extent permitted.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

5.              Opinion of Jack H. Halperin regarding  the  legality of
                the securities registered.
10.(a)          Consulting Agreement with P.K. Hickey & Co., Inc.
10.(b)          Consulting Agreement with Jack H. Halperin
24.             Consent of Jack H. Halperin, counsel to Registrant, to
                the use of his opinion with respect to the legality of
                the securities being registered hereby -- included in Exhibit
                5.


Item 9.   Undertakings.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers and  controlling  persons of  Registrant
pursuant to the foregoing provisions, or otherwise,  Registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   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  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
directors, officer or controlling person in connection with the securities being
registered, 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 whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

a.   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 to:

     (I)  include any prospectus  required by Section 10(a)(3) of the Securities
          Act;

     (ii) reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the Registration Statement; and


     (iii)include  any  material   information  with  respect  to  the  plan  of
          distribution not previously


<PAGE>



disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

Provided,  however,  that  Paragraph  a(1)(I)  and  a(1)(ii) do not apply if the
Registration  Statement  is on Form  S-8,  and the  information  required  to be
included in the post  effective  amendment is  incorporated  by  reference  from
periodic reports filed by a small business issuer under the Exchange Act.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act,  each  post-effective  amendment to the  Registration
          Statement shall be deemed to be a new registration  statement relating
          to the securities  offered therein and the offering 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.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing Form S-8 and has duly caused this registration statement to be signed
on its  behalf  by the  undersigned  thereunto  duly  authorized  in the Town of
Lynbrook, State of New York on the 14th day of February, 1996.
 
                                    Phase-Out of America, Inc.
                                    (Registrant)


                                    By: /s/ Bernard Gutman 
                                        --------------------- 
                                        Bernard Gutman , Chairman of the Board


Pursuant to the  requirements  of the 1933 Act, this  Registration  Statement or
amendment has been signed by the following  persons in the capacities and on the
dates indicated.


     Signatures                      Title                            Date


/s/ Bernard Gutman 
    --------------------- 
    Bernard Gutman            Chairman of the Board of Directors
                              & Chief Executive Officer               2/14/96


/s/ James F. Leary 
    ---------------------  
    James F. Leary            Vice Chairman of the Board &
                              Director                                2/14/96


/s/ Irwin Pearl
    ---------------------  
    Irwin Pearl               President, Chief Operating Officer
                              And Director                            2/14/96


/s/ Drew A. Gutman
   ---------------------   
    Drew A. Gutman            Secretary-Treasurer and Director        2/14/96
                                                  


/s/ Daniel Silkiss  
   ---------------------     
    Daniel Silkiss            Director                                2/14/96
                                             


/s/ Luther H. Hodges, Jr.
   ---------------------   
    Luther H. Hodges, Jr.     Director                                2/14/96
[{"type": "S-8", "sequence": "1", "description": "PHASEOUT OF AMERICA", "secsgml_size_bytes": 14872}]
{"company-data": {"conformed-name": "PHASE OUT OF AMERICA INC", "cik": "0000824416", "assigned-sic": "5190", "irs-number": "222418056", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14503", "film-number": "96645605"}, "business-address": {"street1": "140 BROADWAY", "city": "LYNBROOK", "state": "NY", "zip": "11563", "phone": "5165991900"}}
As filed with the Securities Exchange Commission on October  , 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  ------------
                            PHASEOUT OF AMERICA, INC.
               (Exact name of Company as specified in its charter)

       Delaware                                          11-2873662
(State of Incorporation)                          (IRS Employer Ident. No.)

                     140 Broadway, Lynbrook, New York 11563
                                 (516) 599-1900
          (Address of Principal Place of Business and Executive Office)

                              CONSULTING AGREEMENT
                      BETWEEN PHASEOUT OF AMERICA, INC. AND
                             P.K. HICKEY & CO., INC.
                   CONSULTING AGREEMENT WITH JACK H. HALPERIN
                            (Full Name of the Plans)

             Bernard Gutman, 140 Broadway, Lynbrook, New York 11563
                     (Name and Address of Agent for Service)

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

                                    Copy to:
                             Jack H. Halperin, Esq.
                          711 Third Avenue, Suite 1505
                            New York, New York 10017

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

     Approximate  date of  commencement  of proposed sale to public:  as soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed
                    Proposed       Maximum        Maximum          Amount
Title of Each       Amount         Offering       Aggregate        of Regist-
Securities Being    Being          Price          Offering         ration Fee
Registered          Registered     per share      price (1)        ----------
----------         ----------      ---------      ---------

Common Stock,  
par value
$0.00003 (2)         150,000      $   0.03        $ 4,500          $   1.55

Common Stock
par value
$0.00003 (3)         150,000      $   0.03        $ 4,500          $   1.55
 
                                                     Total:           $ 3.20
                                                          $  100 minimum fee

(1)      Estimated solely for the purpose of calculating the registration fee.

(2)      Represents shares  underlying a consulting  agreement which allows P.K.
         Hickey & Co., and/or its designees to receive 150,000 shares.

(3)      Represents shares  underlying a consulting  agreement which allows Jack
         H. Halperin and/or designee to receive 150,000 shares.
PART 1.   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information

Registrant  (sometimes  referred to herein as the  "Company") has entered into a
certain consulting agreement dated January 4, 1996 (the "Consulting  Agreement")
with P.K.  Hickey & Co., Inc.  (Hickey).  Pursuant to the Consulting  Agreement,
Hickey is to provide business and financial consulting services. As compensation
for the  services  to be  provided,  the  Company  has  provided  Hickey with an
aggregate of 150,000  shares of the Company's  Common Stock.  The  Registrant is
obligated  to  prepare  and file this  Registration  Statement  on Form S-8 upon
issuance of the shares. The Shares are deliverable to Hickey as follows: 150,000
shares upon the effectiveness of this registration statement.

The  Registrant  has entered into a consulting  agreement with Jack H. Halperin,
Esq.  ("Halperin")  pursuant to which Halperin will provide legal advice for the
Company with respect to proposed corporate transactions. As compensation for the
services to be provided,  Halperin is to receive 150,000 shares of the Company's
Common Stock upon the effectiveness of the registration  statement.  The term of
the agreement is February and March 1996.

Item 2.   Registrant Information and Employee Plan Annual Information.

Registrant shall provide each of the consultant, without charge, upon written or
oral request,  the documents  incorporated herein by reference in Item 3 of Part
II of this Registration Statement. Registrant shall also provide to consultants,
without charge upon oral or written request,  with all other documents  required
to be delivered to Consultant pursuant to Rule 428(b). Any and all such requests
shall be directed  to  Registrant  at 140  Broadway,  Lynbrook,  New York 11563,
telephone (516) 599-1900.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following  documents  filed with the Securities and Exchange  Commission are
incorporated by reference:

     (a)  Registrant's  annual Report on Form 10-K for the period ended December
          31, 1995,  filed pursuant to Section 13(a) or 15 (d) of the Securities
          Exchange  Act  of  1934,   which  contains,   either  directly  or  by
          incorporation  by reference,  certified  financial  statements for the
          Company's  latest  fiscal  year for which  such  statements  have been
          filed;

     (b)  All other reports,  including but not limited to Quarterly  Reports on
          Form  10-Q and  Current  Reports  on Form  8-K,  filed  by  Registrant
          pursuant to Section 13(a) or 15(d) of the Exchange Act;
(C)  All reports  subsequently  filed by the  Company  pursuant to Sections
          13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to 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 herein by reference and to
          be part hereof from the date of filing such documents.

Item 4.   Description of Securities.

The authorized  capital stock of the Company  consists of 100,000,000  Shares of
common stock,  par value $.00003 per Share. The holders of common stock (I) have
equal and ratable  rights to dividends  from funds legally  available  therefor,
when,  as and if declared by the Board of Directors  for the  Company;  (ii) are
entitled  to share  ratably in all of the assets of the  Company  available  for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provision  applicable
thereto);  and (iv) are entitled to one  non-cumulative  vote per share,  on all
matters which shareholders may vote at all meetings of the shareholders.

Since its  inception,  the Company has not paid any cash  dividend on its Common
Stock and does  anticipate  that it will pay cash  dividends in the  foreseeable
future.

Registrant  is  registering  hereunder  300,000  shares  of its  authorized  but
unissued common stock. All shares of common stock now outstanding are fully paid
for and  non-assessable  and all shares of common stock which are the subject of
this  Registration  Statement,  when  issued,  will  also be fully  paid for and
non-assessable.

Item 5.   Interest of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Officers and Directors.

There is no charter provision, by-law, contract or other arrangement under which
any  controlling  person,  director  or  officer  of  Registrant  is  insured or
indemnified in any manner against  liability  which he may incur in his capacity
as such. However,  pursuant to Delaware  Corporation Law Section 145, Registrant
may indemnify its directors,  officers, employees and agents against liabilities
which they may incur in their capacity as such.

Section 145 of Delaware  General  Corporation  law  contains  various  provision
entitling   directors,   officers,   employees  or  agents  of  the  Company  to
indemnification   from  judgements,   fines,  amounts  paid  in  settlement  and
reasonable  expenses,  including  attorney's fees, as the result of an action or
proceeding (whether civil,  criminal,  administrative or investigative) in which
they may be  involved  by reason of being or having  been a  director,  officer,
employee or agent of the Company provided said person acted in good faith and in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the Company (and, with respect to any criminal  action or  proceedings,  had not
reasonable cause to believe that the conduct complained of was unlawful).  Also,
the By-Laws of the
Company state that the indemnification provisions of Section 145 of the Delaware
Corporation Code shall be utilized to the fullest extent permitted.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

5.              Opinion of Jack H. Halperin regarding  the  legality of
                the securities registered.
10.(a)          Consulting Agreement with P.K. Hickey & Co., Inc.
10.(b)          Consulting Agreement with Jack H. Halperin
24.             Consent of Jack H. Halperin, counsel to Registrant, to
                the use of his opinion with respect to the legality of
                the securities being registered hereby -- included in Exhibit
                5.

Item 9.   Undertakings.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers and  controlling  persons of  Registrant
pursuant to the foregoing provisions, or otherwise,  Registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   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  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
directors, officer or controlling person in connection with the securities being
registered, 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 whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

a.   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 to:

     (I)  include any prospectus  required by Section 10(a)(3) of the Securities
          Act;

     (ii) reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the Registration Statement; and

     (iii)include  any  material   information  with  respect  to  the  plan  of
          distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

Provided,  however,  that  Paragraph  a(1)(I)  and  a(1)(ii) do not apply if the
Registration  Statement  is on Form  S-8,  and the  information  required  to be
included in the post  effective  amendment is  incorporated  by  reference  from
periodic reports filed by a small business issuer under the Exchange Act.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act,  each  post-effective  amendment to the  Registration
          Statement shall be deemed to be a new registration  statement relating
          to the securities  offered therein and the offering 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.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing Form S-8 and has duly caused this registration statement to be signed
on its  behalf  by the  undersigned  thereunto  duly  authorized  in the Town of
Lynbrook, State of New York on the 14th day of February, 1996.
 
                                    Phase-Out of America, Inc.
                                    (Registrant)

                                    By: /s/ Bernard Gutman 
                                        --------------------- 
                                        Bernard Gutman , Chairman of the Board

Pursuant to the  requirements  of the 1933 Act, this  Registration  Statement or
amendment has been signed by the following  persons in the capacities and on the
dates indicated.

     Signatures                      Title                            Date

/s/ Bernard Gutman 
    --------------------- 
    Bernard Gutman            Chairman of the Board of Directors
                              & Chief Executive Officer               2/14/96

/s/ James F. Leary 
    ---------------------  
    James F. Leary            Vice Chairman of the Board &
                              Director                                2/14/96

/s/ Irwin Pearl
    ---------------------  
    Irwin Pearl               President, Chief Operating Officer
                              And Director                            2/14/96

/s/ Drew A. Gutman
   ---------------------   
    Drew A. Gutman            Secretary-Treasurer and Director        2/14/96
                                                  

/s/ Daniel Silkiss  
   ---------------------     
    Daniel Silkiss            Director                                2/14/96
                                             

/s/ Luther H. Hodges, Jr.
   ---------------------   
    Luther H. Hodges, Jr.     Director                                2/14/96