As filed with the Securities and Exchange Commission on January 23, 2002
                                                     Registration No. 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

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

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

                            SALES ONLINE DIRECT, INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                      73-1479833
   (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                      Identification Number)

              4 Brussels Street, Worcester, MA 01610 (508-791-6710)
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

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

         SALES ONLINE DIRECT, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
                              (Full title of Plan)

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

                                 Gregory Rotman
                                    President
                        4 Brussels Street, Worcester, MA
                                 (508) 791-6710
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                 with a copy to:

                             Michael A. Refolo, Esq.
                              Bowditch & Dewey, LLP
                      311 Main Street, Worcester, MA 01608
                                 (508) 926-3425

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
                                                        Proposed            Proposed
                                        Amount           Maximum             Maximum           Amount of
       Title of Each Class of           to Be         Offering Price        Aggregate        Registration
    Securities to Be Registered       Registered       Per Share(1)      Offering Price(1)        Fee
---------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>               <C>                 <C>
Common Stock, $.001 par value        20,000,000(2)        $.07              $1,400,000          $128.80
=========================================================================================================
</TABLE>

(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457 under the  Securities  Act of 1933, on the basis of the average
     of the high and low  reported  price of the Common Stock as reported on the
     National  Association  of Securities  Dealers OTC Bulletin Board on January
     22, 2002.

(2)  This Registration  Statement covers 20,000,000  additional shares of common
     stock of Sales OnLine Direct,  Inc. that are being  registered  pursuant to
     the Sales OnLine  Direct,  Inc.  2001  Non-Qualified  Stock Option Plan, as
     amended  (the  "Amended  Plan").   These  shares  reflect  an  increase  of
     20,000,000  shares  authorized  under the Amended Plan.  This  Registration
     Statement  also  relates  to  such  presently   indeterminable   number  of
     additional  shares of Common Stock are also registered  hereunder as may be
     issued   in  the  event  of  a   merger,   consolidation,   reorganization,
     recapitalization,  stock  dividend,  stock split or other similar change in
     Common Stock.

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


<PAGE>


                                EXPLANATORY NOTE

     This Registration  Statement is filed pursuant to General  Instruction E of
Form S-8 for the purpose of registering  20,000,000  additional shares of common
stock,  par value $0.001 per share  ("Common  Stock"),  of Sales OnLine  Direct,
Inc., a Delaware  corporation (the "Registrant"),  eserved for issuance upon the
exercise of stock options or the issuance of restricted stock awards that may be
granted  under the Sales OnLine  Direct,  Inc. 2001  Non-Qualified  Stock Option
Plan. The contents of the  Registrant's  previously  filed Form S-8 Registration
Statement (No.  333-55180),  as filed with the Securities Exchange Commission on
February 7, 2001, the Form S-8 Registration Statement (No. 333-63268),  as filed
with the  Securities  Exchange  Commission  on June 19,  2001,  and the Form S-8
Registration  Statement  (No.  333-68718),  as  filed  with the  Securities  and
Exchange  Commission on August 30, 2001, are hereby incorporated by reference in
this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.   Exhibits.

Number    Description

4.1*   Specimen  Common  Stock   Certificate   (Filed  as  Exhibit  4.1  to  the
       Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542)).

5**    Legal Opinion of Bowditch & Dewey, LLP.

23.1** Consent of  Bowditch & Dewey,  LLP  (contained  in its  opinion  filed as
       Exhibit 5).

23.2** Consent of Wolf & Company, P.C.

24**   Power of Attorney.

99.1** Sales OnLine  Direct,  Inc.  2001  Non-Qualified  Stock  Option Plan,  as
       amended.

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

*      Incorporated  by  reference.  In  accordance  with  Rule 411  promulgated
       pursuant to the Securities Act,  reference is made to the documents noted
       which  have  been  previously   filed  with  the   Commission,   and  are
       incorporated by reference herein.

**     Filed herewith.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form S-8 and has duly  caused  this Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Worcester, Massachusetts, on January 22, 2002.

                                            SALES ONLINE DIRECT, INC.

                                            By: /s/Gregory Rotman
                                                --------------------------------
                                                Gregory Rotman, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Gregory Rotman and Richard Rotman,  and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signature                           Title                              Date
         ---------                           -----                              ----


<S>                              <C>                                         <C>
/s/ Gregory Rotman               Director, President and Chief               January 22, 2002
----------------------------
      Gregory Rotman             Executive Officer (Principal
                                 Executive Officer)

/s/ Richard Rotman               Director, Chief Financial                   January 22, 2002
----------------------------
      Richard Rotman             Officer, Vice President and Treasurer
                                 (Principal Financial Officer)

/s/ John Martin                  Director, Vice President and Chief          January 22, 2002
----------------------------
      John Martin                Technical Officer

/s/ Andrew Pilaro                Director                                    January 22, 2002
----------------------------
      Andrew Pilaro
</TABLE>


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number
------

4.1*   Specimen  Common  Stock   Certificate   (Filed  as  Exhibit  4.1  to  the
       Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542)).

5**    Legal Opinion of Bowditch & Dewey, LLP.

23.1** Consent of  Bowditch & Dewey,  LLP  (contained  in its  opinion  filed as
       Exhibit 5).

23.2** Consent of Wolf & Company, P.C.

24**   Power of Attorney.

99.1** Sales OnLine  Direct,  Inc.  2001  Non-Qualified  Stock  Option Plan,  as
       amended.

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

*      Incorporated  by  reference.  In  accordance  with  Rule 411  promulgated
       pursuant to the Securities Act,  reference is made to the documents noted
       which  have  been  previously   filed  with  the   Commission,   and  are
       incorporated by reference herein.

**     Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "d27728_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 10394}]
{"company-data": {"conformed-name": "SALES ONLINE DIRECT INC", "cik": "0001017655", "assigned-sic": "7389", "irs-number": "731479833", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81290", "film-number": "02515784"}, "business-address": {"street1": "4 BRUSSELS STREET", "street2": "SUITE 220", "city": "WORCESTER", "state": "MA", "zip": "01610", "phone": "5166254040"}, "mail-address": {"street1": "7633 EAST 63RD PL", "street2": "SUITE 220", "city": "TULSA", "state": "OK", "zip": "74133"}, "former-company": [{"former-conformed-name": "ROSE INTERNATIONAL LTD", "date-changed": "19960627"}, {"former-conformed-name": "SECURITIES RESOLUTION ADVISORS INC", "date-changed": "19980814"}]}
As filed with the Securities and Exchange Commission on January 23, 2002
                                                     Registration No. 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

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

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

                            SALES ONLINE DIRECT, INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                      73-1479833
   (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                      Identification Number)

              4 Brussels Street, Worcester, MA 01610 (508-791-6710)
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

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

         SALES ONLINE DIRECT, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
                              (Full title of Plan)

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

                                 Gregory Rotman
                                    President
                        4 Brussels Street, Worcester, MA
                                 (508) 791-6710
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                 with a copy to:

                             Michael A. Refolo, Esq.
                              Bowditch & Dewey, LLP
                      311 Main Street, Worcester, MA 01608
                                 (508) 926-3425

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

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                        Proposed            Proposed
                                        Amount           Maximum             Maximum           Amount of
       Title of Each Class of           to Be         Offering Price        Aggregate        Registration
    Securities to Be Registered       Registered       Per Share(1)      Offering Price(1)        Fee
---------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value        20,000,000(2)        $.07              $1,400,000          $128.80
=========================================================================================================
(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457 under the  Securities  Act of 1933, on the basis of the average
     of the high and low  reported  price of the Common Stock as reported on the
     National  Association  of Securities  Dealers OTC Bulletin Board on January
     22, 2002.

(2)  This Registration  Statement covers 20,000,000  additional shares of common
     stock of Sales OnLine Direct,  Inc. that are being  registered  pursuant to
     the Sales OnLine  Direct,  Inc.  2001  Non-Qualified  Stock Option Plan, as
     amended  (the  "Amended  Plan").   These  shares  reflect  an  increase  of
     20,000,000  shares  authorized  under the Amended Plan.  This  Registration
     Statement  also  relates  to  such  presently   indeterminable   number  of
     additional  shares of Common Stock are also registered  hereunder as may be
     issued   in  the  event  of  a   merger,   consolidation,   reorganization,
     recapitalization,  stock  dividend,  stock split or other similar change in
     Common Stock.

================================================================================
EXPLANATORY NOTE

     This Registration  Statement is filed pursuant to General  Instruction E of
Form S-8 for the purpose of registering  20,000,000  additional shares of common
stock,  par value $0.001 per share  ("Common  Stock"),  of Sales OnLine  Direct,
Inc., a Delaware  corporation (the "Registrant"),  eserved for issuance upon the
exercise of stock options or the issuance of restricted stock awards that may be
granted  under the Sales OnLine  Direct,  Inc. 2001  Non-Qualified  Stock Option
Plan. The contents of the  Registrant's  previously  filed Form S-8 Registration
Statement (No.  333-55180),  as filed with the Securities Exchange Commission on
February 7, 2001, the Form S-8 Registration Statement (No. 333-63268),  as filed
with the  Securities  Exchange  Commission  on June 19,  2001,  and the Form S-8
Registration  Statement  (No.  333-68718),  as  filed  with the  Securities  and
Exchange  Commission on August 30, 2001, are hereby incorporated by reference in
this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.   Exhibits.

Number    Description

4.1*   Specimen  Common  Stock   Certificate   (Filed  as  Exhibit  4.1  to  the
       Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542)).

5**    Legal Opinion of Bowditch & Dewey, LLP.

23.1** Consent of  Bowditch & Dewey,  LLP  (contained  in its  opinion  filed as
       Exhibit 5).

23.2** Consent of Wolf & Company, P.C.

24**   Power of Attorney.

99.1** Sales OnLine  Direct,  Inc.  2001  Non-Qualified  Stock  Option Plan,  as
       amended.

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

*      Incorporated  by  reference.  In  accordance  with  Rule 411  promulgated
       pursuant to the Securities Act,  reference is made to the documents noted
       which  have  been  previously   filed  with  the   Commission,   and  are
       incorporated by reference herein.

**     Filed herewith.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form S-8 and has duly  caused  this Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Worcester, Massachusetts, on January 22, 2002.

                                            SALES ONLINE DIRECT, INC.

                                            By: /s/Gregory Rotman
                                                --------------------------------
                                                Gregory Rotman, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Gregory Rotman and Richard Rotman,  and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                           Title                              Date
         ---------                           -----                              ----
/s/ Gregory Rotman               Director, President and Chief               January 22, 2002
----------------------------
      Gregory Rotman             Executive Officer (Principal
                                 Executive Officer)

/s/ Richard Rotman               Director, Chief Financial                   January 22, 2002
----------------------------
      Richard Rotman             Officer, Vice President and Treasurer
                                 (Principal Financial Officer)

/s/ John Martin                  Director, Vice President and Chief          January 22, 2002
----------------------------
      John Martin                Technical Officer

/s/ Andrew Pilaro                Director                                    January 22, 2002
----------------------------
      Andrew Pilaro
EXHIBIT INDEX

Exhibit
Number
------

4.1*   Specimen  Common  Stock   Certificate   (Filed  as  Exhibit  4.1  to  the
       Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542)).

5**    Legal Opinion of Bowditch & Dewey, LLP.

23.1** Consent of  Bowditch & Dewey,  LLP  (contained  in its  opinion  filed as
       Exhibit 5).

23.2** Consent of Wolf & Company, P.C.

24**   Power of Attorney.

99.1** Sales OnLine  Direct,  Inc.  2001  Non-Qualified  Stock  Option Plan,  as
       amended.

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

*      Incorporated  by  reference.  In  accordance  with  Rule 411  promulgated
       pursuant to the Securities Act,  reference is made to the documents noted
       which  have  been  previously   filed  with  the   Commission,   and  are
       incorporated by reference herein.

**     Filed herewith.