As filed with the Securities and Exchange Commission on December 20, 2001
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           CROWN JEWEL RESOURCES CORP.
             (Exact name of registrant as specified in its charter)

         Delaware                                                133007167
         --------                                                ---------
(State or other jurisdiction                                   (IRS Employer
of incorporation or organization)                            Identification No.)

                                805 Third Avenue
                               New York, NY 10022
                                 (212) 593-3100

        (Address, Including Zip Code and Telephone Number, of Principal
                               Executive Offices)

             Consulting Agreement Between Registrant And Leon Odzer
         Consulting Agreement Between Registrant And Carmine Trinchetta
           Consulting Agreement Between Registrant And Marcello Trento
                              (Full Title of Plan)

                                               Copy to:
Marc A. Palazzo                                Adam S. Gottbetter, Esq.
President and Chief Executive Officer          Kaplan Gottbetter & Levenson, LLP
805 Third Avenue                               630 Third Avenue
New York, New York 10022                       New York, New York 10017
(212) 593-3100                                 (212) 983-6900
Name, Address and Telephone Number
Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed
                                        Maximum    Proposed
                                       Offering     Maximum
                           Amount To    Price      Aggregate     Amount of
Title of Securities           Be         Per       Offering     Registration
 To Be Registered         Registered   Share(1)     Price           Fee
================================================================================

Common Stock, par value
$.00005 per share

  Odzer Consulting
    Agreement              100,000      $.70         $ 70,000      $ 16.73

  Trinchetta Consulting    550,000      $.70         $385,000      $92.015
    Agreement

  Trento Consulting
    Agreement              550,000      $.70         $385,000      $92.015
================================================================================

TOTAL:                   1,200,000      $.70         $840,000      $200.76
--------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457 (c) on the basis of the average of
      the closing bid and ask prices of the Common Stock of the Registrant as
      traded in the over-


<PAGE>

      the-counter market and reported in the Electronic Bulletin Board of the
      National Association of Securities Dealers on December 18, 2001.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. PLAN INFORMATION

      Pursuant to the Note to Part I of the Form S-8, the information required
by Part I is not filed with the Securities and Exchange Commission.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The Company will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Crown Jewel Resources Corp., 805 Third Avenue, New York, NY 10022, (212)
593-3100.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

      a)    Registrant's Annual Report on Form 10-KSB (the "Form 10-KSB") for
            the fiscal year ended December 31, 2000 filed pursuant to Section 13
            or 15(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act");

      b)    All other reports filed by the Registrant pursuant to Section 13 or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the Form 10-KSB.

      All documents filed by the Registrant pursuant to Section 13 (a), 13 (c),
14 and 15 (d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, in a supplement to this Registration Statement
or in a document incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that is subsequently incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


<PAGE>

Item 4. DESCRIPTION OF SECURITIES.

      The authorized capital stock of Registrant consists of two hundred twenty
million (220,000,000) shares, par value $.00005 per share, of which two hundred
million (200,000,000) shares are common stock and twenty million (20,000,000)
shares are preferred stock. As at December 18, 2001 there were 12,236,792 shares
of Registrant's common stock and 0 shares of Registrant's preferred stock issued
and outstanding. The preferred stock may be issued, from time to time, in one or
more series, as determined by Registrant's board of directors, and stated in the
resolution or resolutions providing for the issuance of such shares adopted by
Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation, each series to be appropriately
designated, prior to the issuance of any shares thereof. All shares of stock in
such series may be issued for such consideration and have such voting powers,
and shall have such designations, preferences and relative, participating,
optional, or other special rights and qualifications, limitations or
restrictions thereof, permitted by law, including, but not limited to, dividend
rights, conversion rights, redemption rights, and liquidation preferences, as
shall be stated and expressed in the resolution or resolutions, providing for
the issuance of such shares adopted by Registrant's board of directors pursuant
to authority vested in Registrant's Certificate of Incorporation. The number of
shares of stock of any series so set forth in such resolution or resolutions may
be increased (but not above the total number of authorized shares) or decreased
(but not below the number of shares thereof then outstanding) by further
resolution or resolutions adopted by Registrant's board of directors pursuant to
authority vested in it in Registrant's Certificate of Incorporation.

      The holders of shares of common stock are entitled to dividends when and
as declared by the board of directors from funds legally available therefore
and, upon liquidation, subject to the rights and preferences of the holders of
shares of preferred stock, are entitled to share pro rata in any distribution to
shareholders. Holders of the common stock have one non-cumulative vote for each
share held. There are no pre-emptive, conversion or redemption privileges, nor
sinking fund provisions, with respect to the common stock. Stockholders are
entitled to one vote of each share of common stock held or record on matters
submitted to a vote of stockholders. The common stock does not have cumulative
voting rights.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of common stock registered in this Registration
Statement has been passed upon for the Registrant by Kaplan Gottbetter &
Levenson, LLP, whose opinion is attached hereto as Exhibit 5.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Certificate of Incorporation and Bylaws provide that
officers and directors who are made a party to or are threatened to be made a
party to or are otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was an officer or a director of the Registrant or is or
was serving at the request of the Registrant as a director or an officer of
another corporation or


                                       3
<PAGE>

of a partnership, joint venture, trust, or other enterprise, including service
with respect to an employee benefit plan (an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by the Registrant to the fullest extent
authorized by the Delaware General Corporation law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Registrant to provide broader indemnification
rights than permitted prior thereto), against all expense, liabilities, charges
and losses (including, without limitation, attorneys' fees, judgments, fines,
excise taxes or penalties, and amounts paid or to be paid in settlement)
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue with respect to an indemnitee who has ceased to
be a director or officer and shall inure to the benefit of the indemnitee's
heirs, executors and administrators' provided, however, that the Registrant
shall indemnify any such indemnitee in connections with a proceeding initiated
by such indemnitee only if such proceeding was authorized by the Board of
Directors. The right to indemnification includes the right to be paid by the
Registrant for expenses incurred in defending any such proceeding in advance of
its final disposition. Officers and directors are not entitled to
indemnification if such persons did not meet the applicable standard of conduct
set forth in the Delaware General Corporation Law for officers and directors.

      Section 145 of the Delaware General Corporation Law provides, among other
things, that the Registrant may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the Registrant)
by reason of the fact that the person is or was a director, officer, agent or
employee of the Registrant or is or was serving at the Registrant's request as a
director, officer, agent, or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding. The power to
indemnify applies if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of the Registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The power to indemnify applies to actions brought by or in the
right of the Registrant as well, but only to the extent of defense expenses
(including attorneys' fees but excluding amounts paid in settlement) actually
and reasonably incurred and not to any satisfaction of a judgment or settlement
of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant, unless the court
believes that in light of all the circumstances indemnification should apply.

      The indemnification provisions contained in the Registrant's Certificate
of Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                       4
<PAGE>

Item 8. EXHIBITS

Exhibits No.      Description
------------      -----------

   4.1            Consulting Agreement dated December 1, 2001 between Registrant
                  and Leon Odzer

   4.2            Consulting Agreement dated December 1, 2001 between Registrant
                  and Carmine Trinchetta

   4.3            Consulting Agreement dated December 1, 2001 between Registrant
                  and Marcello Trento

   5.1            Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

  23.1            Consent of Counsel (included in Exhibit 5 hereto)

  23              Consent of Feldman Sherb & Co., P.C., Independent Auditors

Item 9. UNDERTAKINGS

      1. The Company hereby undertakes:

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

                  (i)   to include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (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 formation set forth in the
                        registration statement;

                  (iii) 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 (a)(i) and (a)(ii) above do 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 Company pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934 that are incorporated by reference in this registration statement.


                                       5
<PAGE>

            (b) That, for the purpose of determining any liability under the
      Securities Act of 1933, 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 the time shall be deemed
      to be the initial bonafide 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.

      2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, 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 any employee benefits 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 herein, and the offering of such
securities at that time shall be deemed to be in the initial bonafide offering
thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company 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 Company 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 by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                       6
<PAGE>

                                   SIGNATURES

      In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in New York, New York
on December 19, 2001.

                                By: /s/ MARC A. PALAZZO
                                        ----------------------------------------
                                        Marc A. Palazzo
                                        President, Chief Executive and Financial
                                        and Accounting Officer

      In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.

--------------------------------------------------------------------------------
     Signature                          Title                       Dated
     ---------                          -----                       -----

================================================================================
/s/ MARC A. PALAZZO                    Director                December 19, 2001
-----------------------
Marc A. Palazzo

--------------------------------------------------------------------------------
/s/ ZEKI KOCHISARLI                    Director                December 19, 2001
-----------------------
Zeki Kochisarli

--------------------------------------------------------------------------------
/s/ CARMINE TRINCHETTA                 Director                December 19, 2001
-----------------------
Carmine Trinchetta

================================================================================


                                       7
<PAGE>

EXHIBIT INDEX

Exhibits No.      Description
------------      -----------

   4.1            Consulting Agreement dated December 1, 2001 between Registrant
                  and Leon Odzer

   4.2            Consulting Agreement dated December 1, 2001 between Registrant
                  and Carmine Trinchetta

   4.3            Consulting Agreement dated December 1, 2001 between Registrant
                  and Marcello Trento

   5.1            Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

  23.1            Consent of Counsel (included in Exhibit 5 hereto)

  23              Consent of Feldman Sherb & Co., P.C., Independent Auditors


                                       8
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20678}]
{"company-data": {"conformed-name": "CROWN JEWEL RESOURCES CORP", "cik": "0000354195", "assigned-sic": "1381", "irs-number": "133007167", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75562", "film-number": "1819575"}, "business-address": {"street1": "FELDMAN SHERB", "street2": "805 THIRD AVE, 21ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2015933100"}, "mail-address": {"street1": "FELDMAN RADIN & CO", "street2": "805 THIRD AVE, 21ST FLOOR", "city": "ENGLEWOOD CLIFFS", "state": "NJ", "zip": "07632"}, "former-company": {"former-conformed-name": "ABF ENERGY CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 20, 2001
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           CROWN JEWEL RESOURCES CORP.
             (Exact name of registrant as specified in its charter)

         Delaware                                                133007167
         --------                                                ---------
(State or other jurisdiction                                   (IRS Employer
of incorporation or organization)                            Identification No.)

                                805 Third Avenue
                               New York, NY 10022
                                 (212) 593-3100

        (Address, Including Zip Code and Telephone Number, of Principal
                               Executive Offices)

             Consulting Agreement Between Registrant And Leon Odzer
         Consulting Agreement Between Registrant And Carmine Trinchetta
           Consulting Agreement Between Registrant And Marcello Trento
                              (Full Title of Plan)

                                               Copy to:
Marc A. Palazzo                                Adam S. Gottbetter, Esq.
President and Chief Executive Officer          Kaplan Gottbetter & Levenson, LLP
805 Third Avenue                               630 Third Avenue
New York, New York 10022                       New York, New York 10017
(212) 593-3100                                 (212) 983-6900
Name, Address and Telephone Number
Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed
                                        Maximum    Proposed
                                       Offering     Maximum
                           Amount To    Price      Aggregate     Amount of
Title of Securities           Be         Per       Offering     Registration
 To Be Registered         Registered   Share(1)     Price           Fee
================================================================================

Common Stock, par value
$.00005 per share

  Odzer Consulting
    Agreement              100,000      $.70         $ 70,000      $ 16.73

  Trinchetta Consulting    550,000      $.70         $385,000      $92.015
    Agreement

  Trento Consulting
    Agreement              550,000      $.70         $385,000      $92.015
================================================================================

TOTAL:                   1,200,000      $.70         $840,000      $200.76
--------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457 (c) on the basis of the average of
      the closing bid and ask prices of the Common Stock of the Registrant as
      traded in the over-
the-counter market and reported in the Electronic Bulletin Board of the
      National Association of Securities Dealers on December 18, 2001.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. PLAN INFORMATION

      Pursuant to the Note to Part I of the Form S-8, the information required
by Part I is not filed with the Securities and Exchange Commission.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The Company will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Crown Jewel Resources Corp., 805 Third Avenue, New York, NY 10022, (212)
593-3100.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:

      a)    Registrant's Annual Report on Form 10-KSB (the "Form 10-KSB") for
            the fiscal year ended December 31, 2000 filed pursuant to Section 13
            or 15(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act");

      b)    All other reports filed by the Registrant pursuant to Section 13 or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the Form 10-KSB.

      All documents filed by the Registrant pursuant to Section 13 (a), 13 (c),
14 and 15 (d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, in a supplement to this Registration Statement
or in a document incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that is subsequently incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.

      The authorized capital stock of Registrant consists of two hundred twenty
million (220,000,000) shares, par value $.00005 per share, of which two hundred
million (200,000,000) shares are common stock and twenty million (20,000,000)
shares are preferred stock. As at December 18, 2001 there were 12,236,792 shares
of Registrant's common stock and 0 shares of Registrant's preferred stock issued
and outstanding. The preferred stock may be issued, from time to time, in one or
more series, as determined by Registrant's board of directors, and stated in the
resolution or resolutions providing for the issuance of such shares adopted by
Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation, each series to be appropriately
designated, prior to the issuance of any shares thereof. All shares of stock in
such series may be issued for such consideration and have such voting powers,
and shall have such designations, preferences and relative, participating,
optional, or other special rights and qualifications, limitations or
restrictions thereof, permitted by law, including, but not limited to, dividend
rights, conversion rights, redemption rights, and liquidation preferences, as
shall be stated and expressed in the resolution or resolutions, providing for
the issuance of such shares adopted by Registrant's board of directors pursuant
to authority vested in Registrant's Certificate of Incorporation. The number of
shares of stock of any series so set forth in such resolution or resolutions may
be increased (but not above the total number of authorized shares) or decreased
(but not below the number of shares thereof then outstanding) by further
resolution or resolutions adopted by Registrant's board of directors pursuant to
authority vested in it in Registrant's Certificate of Incorporation.

      The holders of shares of common stock are entitled to dividends when and
as declared by the board of directors from funds legally available therefore
and, upon liquidation, subject to the rights and preferences of the holders of
shares of preferred stock, are entitled to share pro rata in any distribution to
shareholders. Holders of the common stock have one non-cumulative vote for each
share held. There are no pre-emptive, conversion or redemption privileges, nor
sinking fund provisions, with respect to the common stock. Stockholders are
entitled to one vote of each share of common stock held or record on matters
submitted to a vote of stockholders. The common stock does not have cumulative
voting rights.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of common stock registered in this Registration
Statement has been passed upon for the Registrant by Kaplan Gottbetter &
Levenson, LLP, whose opinion is attached hereto as Exhibit 5.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Certificate of Incorporation and Bylaws provide that
officers and directors who are made a party to or are threatened to be made a
party to or are otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was an officer or a director of the Registrant or is or
was serving at the request of the Registrant as a director or an officer of
another corporation or

                                       3
of a partnership, joint venture, trust, or other enterprise, including service
with respect to an employee benefit plan (an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by the Registrant to the fullest extent
authorized by the Delaware General Corporation law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Registrant to provide broader indemnification
rights than permitted prior thereto), against all expense, liabilities, charges
and losses (including, without limitation, attorneys' fees, judgments, fines,
excise taxes or penalties, and amounts paid or to be paid in settlement)
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue with respect to an indemnitee who has ceased to
be a director or officer and shall inure to the benefit of the indemnitee's
heirs, executors and administrators' provided, however, that the Registrant
shall indemnify any such indemnitee in connections with a proceeding initiated
by such indemnitee only if such proceeding was authorized by the Board of
Directors. The right to indemnification includes the right to be paid by the
Registrant for expenses incurred in defending any such proceeding in advance of
its final disposition. Officers and directors are not entitled to
indemnification if such persons did not meet the applicable standard of conduct
set forth in the Delaware General Corporation Law for officers and directors.

      Section 145 of the Delaware General Corporation Law provides, among other
things, that the Registrant may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the Registrant)
by reason of the fact that the person is or was a director, officer, agent or
employee of the Registrant or is or was serving at the Registrant's request as a
director, officer, agent, or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding. The power to
indemnify applies if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of the Registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The power to indemnify applies to actions brought by or in the
right of the Registrant as well, but only to the extent of defense expenses
(including attorneys' fees but excluding amounts paid in settlement) actually
and reasonably incurred and not to any satisfaction of a judgment or settlement
of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant, unless the court
believes that in light of all the circumstances indemnification should apply.

      The indemnification provisions contained in the Registrant's Certificate
of Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                       4
Item 8. EXHIBITS

Exhibits No.      Description
------------      -----------

   4.1            Consulting Agreement dated December 1, 2001 between Registrant
                  and Leon Odzer

   4.2            Consulting Agreement dated December 1, 2001 between Registrant
                  and Carmine Trinchetta

   4.3            Consulting Agreement dated December 1, 2001 between Registrant
                  and Marcello Trento

   5.1            Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

  23.1            Consent of Counsel (included in Exhibit 5 hereto)

  23              Consent of Feldman Sherb & Co., P.C., Independent Auditors

Item 9. UNDERTAKINGS

      1. The Company hereby undertakes:

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

                  (i)   to include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (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 formation set forth in the
                        registration statement;

                  (iii) 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 (a)(i) and (a)(ii) above do 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 Company pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934 that are incorporated by reference in this registration statement.

                                       5
(b) That, for the purpose of determining any liability under the
      Securities Act of 1933, 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 the time shall be deemed
      to be the initial bonafide 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.

      2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, 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 any employee benefits 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 herein, and the offering of such
securities at that time shall be deemed to be in the initial bonafide offering
thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company 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 Company 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 by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       6
SIGNATURES

      In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in New York, New York
on December 19, 2001.

                                By: /s/ MARC A. PALAZZO
                                        ----------------------------------------
                                        Marc A. Palazzo
                                        President, Chief Executive and Financial
                                        and Accounting Officer

      In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.

--------------------------------------------------------------------------------
     Signature                          Title                       Dated
     ---------                          -----                       -----

================================================================================
/s/ MARC A. PALAZZO                    Director                December 19, 2001
-----------------------
Marc A. Palazzo

--------------------------------------------------------------------------------
/s/ ZEKI KOCHISARLI                    Director                December 19, 2001
-----------------------
Zeki Kochisarli

--------------------------------------------------------------------------------
/s/ CARMINE TRINCHETTA                 Director                December 19, 2001
-----------------------
Carmine Trinchetta

================================================================================

                                       7
EXHIBIT INDEX

Exhibits No.      Description
------------      -----------

   4.1            Consulting Agreement dated December 1, 2001 between Registrant
                  and Leon Odzer

   4.2            Consulting Agreement dated December 1, 2001 between Registrant
                  and Carmine Trinchetta

   4.3            Consulting Agreement dated December 1, 2001 between Registrant
                  and Marcello Trento

   5.1            Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

  23.1            Consent of Counsel (included in Exhibit 5 hereto)

  23              Consent of Feldman Sherb & Co., P.C., Independent Auditors

                                       8