As filed with the Securities and Exchange Commission on August 29, 2001
                                                      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

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

<TABLE>
<CAPTION>
                                               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
------------------------------------- --------------------- ---------------------- ----------------------- --------------------
<S>                                      <C>                        <C>                   <C>                    <C>
Common Stock, $.001 par value            10,000,000(2)              $.03                  $300,000               $75.00
===================================== ===================== ====================== ======================= ====================
</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 August 27,
     2001.

(2)  This Registration Statement covers 10,000,000 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
     10,000,000 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 10,000,000 additional shares of common
stock, par value $0.001 per share ("Common Stock"), of Sales Online Direct,
Inc., a Delaware corporation (the "Registrant"), reserved 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, and Form S-8 Registration Statement (No. 333-63268), as filed
with the Securities Exchange Commission on June 19, 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 August 28, 2001.

                                             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               August 28, 2001
-------------------------------------       Executive Officer (Principal
      Gregory Rotman                        Executive Officer)


/s/ Richard Rotman                          Director, Chief Financial                   August 28, 2001
------------------------------------        Officer, Vice President and Treasurer
      Richard Rotman                        (Principal Financial Officer)


/s/ John Martin                             Director, Vice President and Chief          August 28, 2001
------------------------------------        Technical Officer
      John Martin


/s/ Andrew Pilaro                           Director                                    August 28, 2001
------------------------------------
      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": "d26684_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 10302}]
{"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": "333-68718", "film-number": "1728401"}, "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 August 29, 2001
                                                      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            10,000,000(2)              $.03                  $300,000               $75.00
===================================== ===================== ====================== ======================= ====================
(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 August 27,
     2001.

(2)  This Registration Statement covers 10,000,000 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
     10,000,000 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 10,000,000 additional shares of common
stock, par value $0.001 per share ("Common Stock"), of Sales Online Direct,
Inc., a Delaware corporation (the "Registrant"), reserved 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, and Form S-8 Registration Statement (No. 333-63268), as filed
with the Securities Exchange Commission on June 19, 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 August 28, 2001.

                                             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               August 28, 2001
-------------------------------------       Executive Officer (Principal
      Gregory Rotman                        Executive Officer)

/s/ Richard Rotman                          Director, Chief Financial                   August 28, 2001
------------------------------------        Officer, Vice President and Treasurer
      Richard Rotman                        (Principal Financial Officer)

/s/ John Martin                             Director, Vice President and Chief          August 28, 2001
------------------------------------        Technical Officer
      John Martin

/s/ Andrew Pilaro                           Director                                    August 28, 2001
------------------------------------
      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.