SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             USA BIOMASS CORPORATION

                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   33-0329559
                      (I.R.S. Employer Identification No.)


7314 Scout Avenue, Bell Gardens, California                            90201
(Address of Principal Executive Offices)                            (Zip Code)

                AMCOR Capital Corporation 1997 Stock Option Plan
                            (Full Title of the Plan)

       Fred H. Behrens, 7314 Scout Avenue, Bell Gardens, California 90201
                     (Name and Address of Agent for Service)

                                 (562) 928-9900
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
                                      Amount        Proposed maximum     Proposed maximum
       Title of securities            to be          offering price         aggregate           Amount of
         to be registered         registered(1)       per share(2)        offering price     registration fee
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                <C>                  <C>
Common Stock, $.002 par value        320,000             $4.0625            $1,300,000           $343.20
================================================================================================================
</TABLE>

(1) Consists of 320,000 shares under the 1997 Stock Option Plan.

(2) Calculated in accordance  with Rule 457(h)(1) on the basis of the average of
the high and low sales price reported for such securities by The Nasdaq SmallCap
Market on December 17, 1999.


<PAGE>


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

Item 1. Plan Information

     (a)  General  Plan  Information.  The  title of the  plan is AMCOR  Capital
          Corporation  1997 Stock Option Plan ("Plan").  The purpose of the Plan
          is to provide the Company with a means of attracting and retaining the
          services of highly  motivated  directors and key  personnel.  The Plan
          became  effective  November 14, 1997 and, except as to options granted
          and  outstanding  under  the Plan  prior to such  time,  the Plan will
          terminate at midnight on November 14, 2007.  The Plan is  administered
          by a committee of the Board of Directors  ("Committee")  consisting of
          not less  than two (2) and no more  than  five  (5)  directors  of USA
          Biomass  Corporation,  a Delaware  corporation  formerly  named  AMCOR
          Capital  Corporation  ("Company").  The  Plan may be  modified  by the
          Committee, and adjustments to existing options made, in the event of a
          recapitalization,     reclassification,     reorganization,    merger,
          consolidation,  share exchange, or other business combination, and may
          be  terminated  in  the  event  of  the   Company's   liquidation   or
          dissolution.  The Plan is not subject to any of the  provisions of the
          Employee Retirement Income Security Act of 1974.

     (b)  Securities to be Offered. The Committee is authorized to grant options
          for up to  500,000  shares of the  Company's  $.002  par value  common
          stock.  The  price per  share to be paid by the  respective  optionees
          shall not be less than one hundred  percent  (100%) of the fair market
          value,  as that  term is  defined  in the  Plan,  of one  share of the
          optioned common stock on the date on which the option is granted.

Item 2. Registrant Information and Employee Plan Annual Information

Participants in the Plan will be provided  copies of the documents  incorporated
by reference in Item 3 of Part II of this Registration  Statement without charge
upon written or oral request.  These documents are  incorporated by reference in
the Section  10(a)  prospectus.  Other  documents  required to be  delivered  to
employees in accordance with the provisions of Rule 428(b) promulgated  pursuant
to the Securities Act of 1933 ("Securities Act") will be provided without charge
upon written or oral request.  Participants  should  contact  Eugene  Tidgewell,
Chief Financial  Officer,  7314 Scout Avenue,  Bell Gardens,  California  90201,
telephone 562.928.9900 to request such documents.

The  information  required  by  Part  I to be  specified  in the  Section  10(a)
prospectus  not  specified  in this Part I is  omitted  from  this  Registration
Statement in accordance with the provisions of Rule 428 promulgated  pursuant to
the Securities Act and the Note to Part I of Form S-8.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The  Company   incorporates  the  following   documents  by  reference  in  this
Registration Statement:

     (a) The  Company's  latest  Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Commission on March 8, 1999;

     (b) All reports of the Company filed  pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the
fiscal year ended December 31, 1998; and

     (c)  The  description  of  the  Company's  common  stock  specified  in the
Company's Registration Statement on Form S-1 which was declared effective by the
Commission on May 2, 1988,  pursuant to the provisions of the Securities Act, in
which there is described  the terms,  rights and  provisions  applicable  to the
Company's outstanding common stock;

All other  documents  filed by the Company  after the date of this  Registration
Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which  de-registers all securities then remaining unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5.  Interests of Named  Experts and Counsel.  No "expert",  as that term is
defined  pursuant to Regulation  Section  228.509(a)  of Regulation  S-B, or the
Company's  "counsel",  as that term is defined  pursuant to  Regulation  Section
228.509(b) of Regulation S-B, was hired on a contingent basis, or will receive a
direct or indirect  interest  in the  Company,  or was a promoter,  underwriter,
voting trustee, director, officer, or employee of the Company, at any time prior
to the filing of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

The  Company's  Certificate  of  Incorporation  limits,  to the  maximum  extent
permitted  by Delaware  law, the  personal  liability of directors  for monetary
damages for breach of their fiduciary duties as a director. The Company's Bylaws
provide that the Company  shall  indemnify  its officers and  directors  and may
indemnify  its  employees  and other agents to the fullest  extent  permitted by
Delaware law.


<PAGE>


Section 145 of the Delaware General  Corporation Law provides that a corporation
may indemnify a director,  officer,  employee or agent made a party to an action
by reason of the fact that he or she was a director,  officer, employee or agent
of the corporation,  or was serving at the request of the  corporation,  against
expenses actually and reasonably  incurred by him or her in connection with such
action  if he or she acted in good  faith  and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action,  had no reasonable cause to believe his or
her conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES  OCCURRING PURSUANT TO THE PROVISIONS
OF THE  SECURITIES  ACT MAY BE PERMITTED AS TO DIRECTORS,  OFFICERS,  OR PERSONS
CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING  PROVISIONS,  THE COMPANY HAS
BEEN INFORMED  THAT IN THE OPINION OF THE  SECURITIES  AND EXCHANGE  COMMISSION,
SUCH  INDEMNIFICATION  IS AGAINST  PUBLIC  POLICY AS  EXPRESSED IN THAT ACT AND,
THEREFORE, IS UNENFORCEABLE.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

5    Opinion of Stepp & Beauchamp LLP

15   Previously  filed on November 15, 1999 with the Commission as an exhibit to
     Quarterly Report on Form 10-QSB

23.1 Consent of Stepp & Beauchamp LLP (contained in its opinion filed as Exhibit
     5 to this Registration Statement)

23.2 Consent of Kelly and Company

99   AMCOR Capital Corporation 1997 Stock Option Plan

Item 9. Undertakings.

     The undersigned 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:

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


<PAGE>


     (ii) to specify in the prospectus any facts or events  occurring  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information specified in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of the  securities  offered  would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table  in  the  effective  registration  statement;   provided,   however,  that
paragraphs (1)(i) and (1)(ii) shall not apply if the information  required to be
included in a post-effective amendment by those clauses is specified in periodic
reports filed by the Company pursuant to the provisions of Section 13 or Section
15(d)  of the  Securities  Act  that  are  incorporated  by  reference  in  this
Registration Statement;

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

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

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  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
registrant  will,  unless in the  opinion of its  counsel  that  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 Securities  Act and will be governed by the final  adjudication
of such issue.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant  certifies it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Newport Beach, State of California, on this 20th day of December, 1999.

USA BIOMASS CORPORATION, a Delaware corporation

/s/ Fred H. Behrens
--------------------------------------
Fred H. Behrens, Chairman of the Board
and Chief Executive Officer

/s/ Eugene W. Tidgewell
--------------------------------------
Eugene W. Tidgewell,
Chief Financial Officer and Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities  indicated
on December 17, 1999.

Signature                                   Title
---------                                   -----

/s/ Fred H. Behrens
---------------------
Fred H. Behrens                Chairman of the Board, Chief Executive Officer

/s/ Marlene A. Tapie
---------------------
Marlene A. Tapie               Director

/s/ H. Glen Leason
---------------------
H. Glen Leason                 Director

Pursuant to the  requirements  of the Securities Act of 1933, the members of the
Committee  have duly  caused  this  Registration  Statement  to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of Bell
Gardens, State of California, on December 20, 1999.

AMCOR Capital Corporation 1997 Stock Option Plan


By: /s/
   ------------------------


By: /s/
   ------------------------
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15486}]
{"company-data": {"conformed-name": "USA BIOMASS CORP", "cik": "0000831002", "assigned-sic": "0700", "irs-number": "330329559", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93147", "film-number": "99777839"}, "business-address": {"street1": "52300 ENTERPRISE WAY", "city": "COACHELLA", "state": "CA", "zip": "92236", "phone": "7603989520"}, "mail-address": {"street1": "52300 ENTERPRISE WAY", "city": "COACHELLA", "state": "CA", "zip": "92236"}, "former-company": [{"former-conformed-name": "AMCOR CAPITAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "NORTH AMERICA SEARCH CORP", "date-changed": "19890105"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             USA BIOMASS CORPORATION

                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   33-0329559
                      (I.R.S. Employer Identification No.)

7314 Scout Avenue, Bell Gardens, California                            90201
(Address of Principal Executive Offices)                            (Zip Code)

                AMCOR Capital Corporation 1997 Stock Option Plan
                            (Full Title of the Plan)

       Fred H. Behrens, 7314 Scout Avenue, Bell Gardens, California 90201
                     (Name and Address of Agent for Service)

                                 (562) 928-9900
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                      Amount        Proposed maximum     Proposed maximum
       Title of securities            to be          offering price         aggregate           Amount of
         to be registered         registered(1)       per share(2)        offering price     registration fee
----------------------------------------------------------------------------------------------------------------
Common Stock, $.002 par value        320,000             $4.0625            $1,300,000           $343.20
================================================================================================================
(1) Consists of 320,000 shares under the 1997 Stock Option Plan.

(2) Calculated in accordance  with Rule 457(h)(1) on the basis of the average of
the high and low sales price reported for such securities by The Nasdaq SmallCap
Market on December 17, 1999.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     (a)  General  Plan  Information.  The  title of the  plan is AMCOR  Capital
          Corporation  1997 Stock Option Plan ("Plan").  The purpose of the Plan
          is to provide the Company with a means of attracting and retaining the
          services of highly  motivated  directors and key  personnel.  The Plan
          became  effective  November 14, 1997 and, except as to options granted
          and  outstanding  under  the Plan  prior to such  time,  the Plan will
          terminate at midnight on November 14, 2007.  The Plan is  administered
          by a committee of the Board of Directors  ("Committee")  consisting of
          not less  than two (2) and no more  than  five  (5)  directors  of USA
          Biomass  Corporation,  a Delaware  corporation  formerly  named  AMCOR
          Capital  Corporation  ("Company").  The  Plan may be  modified  by the
          Committee, and adjustments to existing options made, in the event of a
          recapitalization,     reclassification,     reorganization,    merger,
          consolidation,  share exchange, or other business combination, and may
          be  terminated  in  the  event  of  the   Company's   liquidation   or
          dissolution.  The Plan is not subject to any of the  provisions of the
          Employee Retirement Income Security Act of 1974.

     (b)  Securities to be Offered. The Committee is authorized to grant options
          for up to  500,000  shares of the  Company's  $.002  par value  common
          stock.  The  price per  share to be paid by the  respective  optionees
          shall not be less than one hundred  percent  (100%) of the fair market
          value,  as that  term is  defined  in the  Plan,  of one  share of the
          optioned common stock on the date on which the option is granted.

Item 2. Registrant Information and Employee Plan Annual Information

Participants in the Plan will be provided  copies of the documents  incorporated
by reference in Item 3 of Part II of this Registration  Statement without charge
upon written or oral request.  These documents are  incorporated by reference in
the Section  10(a)  prospectus.  Other  documents  required to be  delivered  to
employees in accordance with the provisions of Rule 428(b) promulgated  pursuant
to the Securities Act of 1933 ("Securities Act") will be provided without charge
upon written or oral request.  Participants  should  contact  Eugene  Tidgewell,
Chief Financial  Officer,  7314 Scout Avenue,  Bell Gardens,  California  90201,
telephone 562.928.9900 to request such documents.

The  information  required  by  Part  I to be  specified  in the  Section  10(a)
prospectus  not  specified  in this Part I is  omitted  from  this  Registration
Statement in accordance with the provisions of Rule 428 promulgated  pursuant to
the Securities Act and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The  Company   incorporates  the  following   documents  by  reference  in  this
Registration Statement:

     (a) The  Company's  latest  Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Commission on March 8, 1999;

     (b) All reports of the Company filed  pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the
fiscal year ended December 31, 1998; and

     (c)  The  description  of  the  Company's  common  stock  specified  in the
Company's Registration Statement on Form S-1 which was declared effective by the
Commission on May 2, 1988,  pursuant to the provisions of the Securities Act, in
which there is described  the terms,  rights and  provisions  applicable  to the
Company's outstanding common stock;

All other  documents  filed by the Company  after the date of this  Registration
Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which  de-registers all securities then remaining unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5.  Interests of Named  Experts and Counsel.  No "expert",  as that term is
defined  pursuant to Regulation  Section  228.509(a)  of Regulation  S-B, or the
Company's  "counsel",  as that term is defined  pursuant to  Regulation  Section
228.509(b) of Regulation S-B, was hired on a contingent basis, or will receive a
direct or indirect  interest  in the  Company,  or was a promoter,  underwriter,
voting trustee, director, officer, or employee of the Company, at any time prior
to the filing of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

The  Company's  Certificate  of  Incorporation  limits,  to the  maximum  extent
permitted  by Delaware  law, the  personal  liability of directors  for monetary
damages for breach of their fiduciary duties as a director. The Company's Bylaws
provide that the Company  shall  indemnify  its officers and  directors  and may
indemnify  its  employees  and other agents to the fullest  extent  permitted by
Delaware law.
Section 145 of the Delaware General  Corporation Law provides that a corporation
may indemnify a director,  officer,  employee or agent made a party to an action
by reason of the fact that he or she was a director,  officer, employee or agent
of the corporation,  or was serving at the request of the  corporation,  against
expenses actually and reasonably  incurred by him or her in connection with such
action  if he or she acted in good  faith  and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action,  had no reasonable cause to believe his or
her conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES  OCCURRING PURSUANT TO THE PROVISIONS
OF THE  SECURITIES  ACT MAY BE PERMITTED AS TO DIRECTORS,  OFFICERS,  OR PERSONS
CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING  PROVISIONS,  THE COMPANY HAS
BEEN INFORMED  THAT IN THE OPINION OF THE  SECURITIES  AND EXCHANGE  COMMISSION,
SUCH  INDEMNIFICATION  IS AGAINST  PUBLIC  POLICY AS  EXPRESSED IN THAT ACT AND,
THEREFORE, IS UNENFORCEABLE.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

5    Opinion of Stepp & Beauchamp LLP

15   Previously  filed on November 15, 1999 with the Commission as an exhibit to
     Quarterly Report on Form 10-QSB

23.1 Consent of Stepp & Beauchamp LLP (contained in its opinion filed as Exhibit
     5 to this Registration Statement)

23.2 Consent of Kelly and Company

99   AMCOR Capital Corporation 1997 Stock Option Plan

Item 9. Undertakings.

     The undersigned 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:

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;
(ii) to specify in the prospectus any facts or events  occurring  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information specified in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of the  securities  offered  would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table  in  the  effective  registration  statement;   provided,   however,  that
paragraphs (1)(i) and (1)(ii) shall not apply if the information  required to be
included in a post-effective amendment by those clauses is specified in periodic
reports filed by the Company pursuant to the provisions of Section 13 or Section
15(d)  of the  Securities  Act  that  are  incorporated  by  reference  in  this
Registration Statement;

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

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

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  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
registrant  will,  unless in the  opinion of its  counsel  that  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 Securities  Act and will be governed by the final  adjudication
of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant  certifies it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Newport Beach, State of California, on this 20th day of December, 1999.

USA BIOMASS CORPORATION, a Delaware corporation

/s/ Fred H. Behrens
--------------------------------------
Fred H. Behrens, Chairman of the Board
and Chief Executive Officer

/s/ Eugene W. Tidgewell
--------------------------------------
Eugene W. Tidgewell,
Chief Financial Officer and Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities  indicated
on December 17, 1999.

Signature                                   Title
---------                                   -----

/s/ Fred H. Behrens
---------------------
Fred H. Behrens                Chairman of the Board, Chief Executive Officer

/s/ Marlene A. Tapie
---------------------
Marlene A. Tapie               Director

/s/ H. Glen Leason
---------------------
H. Glen Leason                 Director

Pursuant to the  requirements  of the Securities Act of 1933, the members of the
Committee  have duly  caused  this  Registration  Statement  to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of Bell
Gardens, State of California, on December 20, 1999.

AMCOR Capital Corporation 1997 Stock Option Plan

By: /s/
   ------------------------

By: /s/
   ------------------------