AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2001

                                                REGISTRATION NO. 33-____________





                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

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

                        AFFILIATED RESOURCES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


             COLORADO                                     84-1045715
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)


                       3050 Post Oak Boulevard, Suite 1080
                              Houston, Texas 77056
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                            Legal Services Agreement
                            (Full Title of the Plan)
                              ____________________

                                Peter C. Vanucci
                             Chief Executive Officer
                       3050 Post Oak Boulevard, Suite 1080
                              Houston, Texas 77056
                                 (713) 355-8940
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                                The Lebrecht Group
                        22342 Avenida Empresa, Suite 230
                        Rancho Santa Margarita, CA  92688
                                 (949) 635-1240


                                        1
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                  <C>           <C>                         <C>                        <C>


Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee


Common Stock,
par value $0.003 (2) 1,558,125     $ 0.10 (1)                  $155,812.50                $38.96

</TABLE>

     (1)     Estimated  solely  for  the  purpose  of  computing  the  amount
of the registration  fee pursuant to Rule 457(c) based on the closing price as
reported by  the  NASDAQ  Over-The-Counter Bulletin Board on February 20, 2001.

     (2)     Represents shares of Common Stock issued to consultants and legal
counsel of the Company.  Please  refer  to  the  Selling Shareholders section
 of this document.



                                        2
<PAGE>

                                EXPLANATORY NOTE

Affiliated  Resources  Corporation ("Affiliated") has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933,  as  amended  (the  "1933  Act").

Under  cover  of  this  Form  S-8 is a Reoffer Prospectus Affiliated prepared in
accordance  with  Part I of Form S-3 under the 1933 Act.  The Reoffer Prospectus
may  be utilized for reofferings and resales of up to 1,558,125 shares of common
stock  acquired  by  the  selling  shareholders.


                                        3
<PAGE>

                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

Affiliated  will send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended (the "1933 Act").  Affiliated does not need to file these documents with
the  commission either as part of this Registration Statement or as prospectuses
or  prospectus  supplements  under  Rule  424  of  the  1933  Act.


                                        4
<PAGE>

                               REOFFER PROSPECTUS

                        AFFILIATED RESOURCES CORPORATION
                       3050 POST OAK BOULEVARD, SUITE 1080
                              HOUSTON, TEXAS 77056

                        1,558,125 SHARES OF COMMON STOCK


The  shares of common stock, $0.003 par value per share, of Affiliated Resources
Corporation  ("Affiliated"  or the "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individuals  listed  under  the Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the Shares pursuant to compensatory benefit plans for to
consulting  and  legal  services  that  the  Selling  Shareholders  provided  to
Affiliated.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or  in negotiated transactions.  Affiliated will not
receive  proceeds  from the sale of any of the Shares.  Affiliated is paying for
the  expenses  incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

Affiliated's  common  stock  is  currently traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "ARCX".

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  11.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                February 23, 2001


                                        5
<PAGE>
                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information                6
Incorporated  Documents                                 6
The  Company                                            8
Risk  Factors                                          11
Use  of  Proceeds                                      14
Selling  Shareholders                                  14
Plan  of  Distribution                                 14
Legal  Matters                                         15
Experts                                                15

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

Affiliated  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  Affiliated to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

Affiliateds Annual Report on Form 10-KSB, dated May 17, 2000, and the Company's
Quarterly  Report  on  Form  10-QSB,  dated  November 14, 2000, are incorporated
herein  by reference.  In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the  termination  of  this  offering,  are  incorporated  by  reference.


                                        6
<PAGE>

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information  the  Reoffer Prospectus incorporates).  Requests should be directed
to  the  Chief Financial Offer at Affiliated, at Affiliateds executive offices,
located  at  3050  Post  Oak  Boulevard,  Suite  1080,  Houston,  Texas  77056.
Affiliateds  telephone  number  is  (713)  355-8940.

                                        7
<PAGE>

                                   THE COMPANY

     Affiliated  Resources  Corporation,  formerly  known  as  Synaptix  Systems
Corporation  (the  "Company"),  was  incorporated  in the State of  Colorado  in
December  1986  and  became  a  public  company  in  August  1987.  By 1995, our
operations  were  focused  on  software  development,  however, as a result of a
management  change  in  March  1998,  the  undeveloped  software operations were
discontinued  and  sold.  Subsequently,  we  were  repositioned  to focus on the
acquisition  of  industry  related  companies  whose  products  or  services are
technically  innovative  and  market proven, but whose market penetration can be
significantly  expanded through enhanced marketing or additional capitalization.

     Our  Management  plans  to  expand the Company by the acquisition of energy
related  products  and  companies.  These  acquisitions will be achieved through
selected  related industry acquisitions using leverage, stock of the Company, or
a  combination  of  both.

ChemWay
-------

     On  December  30, 1998, we acquired all of the issued and outstanding stock
of  ChemWay  Systems,  Inc.  (AChemWay@),  from  Evans  Systems,  Inc.,  a Texas
corporation  ("Evans"), and Way Energy, Inc., a Delaware corporation ("Way"), in
exchange  for  1,500,000 shares of our common stock.  ChemWay is in the business
of  producing  and  distributing  aftermarket  automotive  fluids,  including
automotive care and performance products, refrigerants, lubricants and solvents.
In  acquiring ChemWay, we agreed to fulfill certain covenants including, but not
limited to, (i) raising at least $1,500,000 in additional proceeds from the sale
of  Common  Stock  in  a  private  placement,  and  (ii)  paying  the  mortgage
indebtedness  on ChemWay's commercial industrial facility described below (which
amounted to $232,500 plus principal and interest at December 31, 1999).  Arising
out  of  the  alleged  breach  by Affiliated of these obligations, Evans and Way
instituted  a  lawsuit  against  the  Company.

     Effective  on September 26, 2000, the Company entered into a Settlement and
Rescission Agreement  (the  "Agreement") with Evans and Way.  Under the terms of
the  Agreement,  which had an anticipated closing date of November 26, 2000 (the
"Closing"),  Evans  and  Way  were  to  terminate the lawsuit against Affiliated
currently  pending  in the State of Texas.  In addition, Evans was to deliver to
Affiliated  an  aggregate  of  1,500,000 shares of outstanding Affiliated common
stock  for  retirement,  and  deliver to an escrow agent an additional 1,000,000
shares  of outstanding Affiliated common stock which may be retired upon payment
in  full  of a promissory note from Affiliated to Evans (see below).  Affiliated
was  to  transfer  to  Evans  all  of the issued and outstanding common stock of
ChemWay.  Affiliated  also agreed to execute a promissory note in favor of Evans
in the principal amount of  $625,000  (the  "Note").  Effective on September 26,
2000,  Evans  and  Way  agreed to take over management of ChemWay and to fulfill
ChemWay's  obligations  to  its  creditors.

     The  Closing  was  to  occur  on  the earlier of (i) the first business day
immediately  following the day that Affiliated closes its acquisition of Modular
Processing  Technologies,  Inc.,  a  Nevada  corporation, or (ii) upon obtaining
shareholder  approval  for the transactions called for in the Agreement.  In the
event  that neither (i) nor (ii) identified above occurred on or before November
26,  2000,  then  the  Agreement  and the transactions called for therein was to
automatically  terminate.  In the event of an automatic termination as set forth
above, Evans and Way had the right to enter judgment against Affiliated and file
a  Deed  In  Lieu  of  Foreclosure  upon  the  ChemWay  assets.

                                          8
<PAGE>

Subsequent  to  November  26,  2000,  and  because neither of the two conditions
described  above  occurred,  Evans  and  Way  terminated  the Agreement, entered
judgment  against Affiliated, and foreclosed upon the ChemWay assets pursuant to
the  Deed  in  Lieu of Foreclosure.  Evans and Way have agreed to also return an
aggregate  of  1,500,000  shares  of outstanding common stock, although they are
still  outstanding  as  of  the  date  hereof.

As  of  the date hereof, ChemWay is a wholly-owned subsidiary of Affiliated, but
does  not  have  any  assets.

Seneca  Energy
--------------

     On  December  27,  1999, we acquired an 85% limited partnership interest in
Seneca Energy Partners, L.P. in exchange for the issuance of options to purchase
up  to  425,000  shares of common stock at an exercise price of $0.10 per share.
In  addition,  we  issued  an  aggregate  of 800,000 shares of common stock as a
consulting  fee  related  to the transaction.  By focusing on the acquisition of
working  interests  in  producing  oil  and  gas  wells  and by selective offset
drilling in established fields, Seneca's strategy is to significantly add to its
reserves, generate consistent revenues, and thus build the overall book value of
the  company.

     Effective on December 29, 2000, we entered into a Rescission Agreement with
Seneca  Energy  Partners,  L.P.  and  its  general partner, Lone Star Investment
Management,  LLC,  to  rescind  the  Seneca asset transaction and return the 85%
limited  partnership interest to Seneca.  As part of the rescission, the 425,000
options  were cancelled, as was an outstanding obligation of the Company to Lone
Star  for  $45,000.

Modular  Processing
-------------------

     On  September  11,  2000, we executed a letter of intent to acquire Modular
Processing  Technologies,  Inc.,  a  Nevada  corporation.  The  acquisition  was
subject  to  the  completion  of  due  diligence  and  execution of a definitive
acquisition  agreement  between the parties.  The Company's due diligence review
was  never  completed,  and  the  letter  of  intent  has  expired.

Triasis  Energy  Partners
-------------------------

     The  Company  has entered into negotiations to purchase a 25% interest held
by  Triasis  Energy  Partners,  LLC  in  Triumph  Energy Partners of Texas, LLP,
subject  to  the  execution  of  complete  and final documents.  The purchase is
anticipated  to be paid by the issuance of convertible preferred stock at a face
value  of  $10  per  share,  with each share of preferred stock convertible to 2
shares  of common stock. The number of shares to be issued will be determined at
closing  based  on  the  final engineering report. Current engineering estimates
place  the  net  equity  value  to  be  purchased  at  $15,000,000.

                                       9
<PAGE>

     As  of  the  date hereof, the parties are still conducting due diligence on
each  other.

Property
--------

     As  part  of  the foreclosure of the assets of ChemWay, as described above,
the  Company  has  no  interest  in  any  real  estate except for the two leases
described  below.

     The Company leases approximately 1,600 square feet of administrative office
space  in  Houston, Texas, and leases approximately 800 square feet of executive
offices  in  Brecksville,  Ohio.


                                       10
<PAGE>

                                  RISK FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

WE  ARE  PRESENTLY  IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN OUR
SECURITIES  HIGHLY  RISKY.  Our financial statements include an auditor's report
containing a modification regarding an uncertainty about our ability to continue
as  a going concern.  As of September 30, 2000, we had an accumulated deficit of
$20,355,020 and other indications of weakness in our present financial position.
We  have  been  operating  primarily  through  the  issuance of common stock for
services  by  entities, including affiliates, that we could not afford to pay in
cash.  No  person  should invest in this offering unless they can afford to lose
their  entire  investment.

YOUR  INVESTMENT  MAY  NOT  INCREASE  IN  VALUE  UNLESS  WE  ARE  ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

FUTURE  CAPITAL  NEEDS.  To  date, we have relied mostly on private funding from
the  sale  of  restricted shares of our Common Stock and short-term borrowing to
fund  our  operations.  To  date, we have generated insufficient revenue to meet
our  ongoing  expenses  and  have  extremely  limited cash liquidity and capital
resources.  Our  future  capital  requirements  will  depend  on  many  factors,
including  our  ability  to market our services successfully, our cash flow from
operations,  and  competing  market  developments.  Our  business  plan requires
additional funding beyond the proceeds previously generated from the sale of our
restricted  Common  Stock.  Consequently, although we currently have no specific
plans or arrangements for financing, we intend to raise additional funds through
private placements, public offerings or other financings.  Any equity financings
would  result  in  dilution  to  our  then-existing shareholders.  Additionally,
sources of debt financing may result in higher interest expense.  Any financing,
if  available,  may  be  on  terms unfavorable to us.  If adequate funds are not
obtained,  we  may  be  required  to reduce or curtail operations.  We currently
anticipate  that  our existing capital resources will not be adequate to satisfy
our current operating expenses and capital requirements for the next full fiscal
year.  Consequently,  we  may  have  to  secure additional financing in order to
develop  our  business  plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK.  Our Common Stock
presently  trades on the Nasdaq over-the-counter bulletin board under the symbol
ARCX.  There  can  be  no  assurance, however, that such market will continue or
that  investors in this offering will be able to liquidate their shares acquired
in  this  Offering  at the price herein or otherwise.  There can be no assurance
that  any  other  market  will  be  established  in the future.  There can be no
assurance  that  an  investor  will  be  able to liquidate his or her investment
without  considerable  delay,  if  at all.  The price of our Common Stock may be
highly  volatile.  Additionally,  the  factors  discussed  in  this Risk Factors
section  may have a significant impact on the market price of the shares offered
in  this  Reoffer  Prospectus.

                                     11
<PAGE>

LEGAL  PROCEEDINGS.  We  may  from  time  to time be involved in various claims,
lawsuits,  disputes  with  third  parties,  actions  involving  allegations  of
discrimination, or breach of contract actions incidental to the operation of our
business.  Currently,  we  are  defendants  in  three  actions  which, if we are
unsuccessful  in  defending, could have a material adverse effect on our results
of  operations.

     1.  We  were  previously  a  defendant in an action entitled Evans Systems,
Inc.  and Way Energy, Inc. v. Affiliated Resources Corporation, et al; Cause NO.
00-J-0443-C  filed in the 130th Judicial Court of Matagorda County, Texas.  This
lawsuit  was  settled  as  part  of  the settlement agreement with Evans and Way
discussed  above.

     2.  We  are also currently a defendant in an action entitled Virginia Lazar
vs.  Affiliated  Resources  Corporation et al; Cause NO. 2000-32073 filed in the
133rd  Judicial  District Court of Harris County, Texas.  This is an action by a
former  employee  which  seeks,  among  other things, back salary in the alleged
amount  of  $310,000 and options to purchase 500,000 shares of our common stock.
We dispute Ms. Lazar's claims and will vigorously defend the action.  Failure to
successfully  defend  the  action may result in a material adverse effect on our
results  of  operations.

     3.  We  were previously a defendant in an action entitled Wayne Philips and
Bob  Limbaugh DBA Limbaugh, Rusimore Phillps & Associates LLC vs. Harris "Butch"
Ballow  and  Affiliated Resources Corp.; Cause NO. 2000-19099 filed in the 164th
Judicial  District  Court of Harris County, Texas.  This lawsuit was settled for
$25,000.

     4.  We  have  been named as a defendant in an action entitled Harry Russell
"Sandy"  Stokes,  III  vs.  Affiliated  Resources  Corporation  f/k/a  Synaptix
Corporation,  Peter C. Vanucci and Virginia M. Lazar; Cause No. 2000-45414 filed
in the 165th Judicial District Court of Harris County, Texas.  Plaintiffs in the
case  allege  that we refused to allow the sale of Plaintiff's stock on a timely
basis  causing  loss  to  him.  Pursuant  to numerous alleged courses of action,
actual  damages  are  alleged  to be $320,526.27 and Plaintiff also seeks treble
damages,  punitive damages of $12 million, plus interest and attorneys fees.  We
dispute  Mr.  Stokes'  claims and will vigorously defend the action.  Failure to
successfully  defend  the  action may result in a material adverse effect on our
results  of  operations.

DEPENDENCE  ON  MANAGEMENT.  Our  success depends, to a significant extent, upon
certain  key  employees and directors, including primarily, Peter C. Vanucci and
Catherine  A.  Tamme.  The loss of services of one or more of these employees or
directors could have a material adverse effect on our business.  In addition, we
have  substantial  need  for  additional  qualified  management  and  marketing
personnel.  We believe that our future success will also depend in part upon our
ability  to  attract,  retain and motivate qualified personnel.  There can be no
assurance that we will be successful in attracting and retaining such personnel.
Competition  for  such  personnel  is  intense.  We  currently do not maintain a
policy  of  key  man  life  insurance  on  any  employees.

NEED  FOR  ADDITIONAL  PERSONNEL.  We  employed  four  full-time employees as of
December  31,  2000.  Of  these,  three  are  employed in management, and one is
employed  as an administrative assistant.  Our success may depend on our ability
to  attract  and  retain other qualified technical and management personnel.  We
compete for such persons with other companies, academic institutions, government
entities,  and  other  organizations,  most  of which have substantially greater
capital  resources  and facilities than we do. There can be no assurance that we
will be successful in recruiting or retaining personnel of the requisite caliber
or  in  adequate  numbers  to  enable  us  to  conduct our business as proposed.
Furthermore,  our possible future expansion into activities requiring additional
expertise  in  marketing  will  place  increased  demands  on  our resources and
management  skills.  Our  lack  of  working  capital increases the risk that key
employees  will  be  attracted  to  other  business  opportunities.

                                    12
<PAGE>

DIFFICULTY  OF  PLANNED  EXPANSION; MANAGEMENT OF GROWTH.  We plan to expand our
level  of  operations.  Our  operating results will be adversely affected if net
sales  do  not increase sufficiently to compensate for the increase in operating
expenses  caused  by  this  expansion.  In  addition,  our  planned expansion of
operations  may cause significant strain on our management, technical, financial
and  other  resources.  To  manage  our  growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees.  There can be
no assurance, however, that we will successfully be able to achieve these goals.
If  we  are  unable  to manage growth effectively, our operating results will be
adversely  affected.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  COMMON  STOCK.  Our  Articles  of
Incorporation authorize the issuance of up to 50,000,000 shares of Common Stock.
Our  Board  of  Directors has the authority to issue additional shares of Common
Stock  and  to issue options and warrants to purchase shares of our Common Stock
without  shareholder  approval.  Future  issuance  of  Common  Stock could be at
values  substantially  below  current  market  prices  therefore could represent
further  substantial  dilution  to investors in this Offering.  In addition, the
Board  could  issue  large  blocks  of  voting stock to fend off unwanted tender
offers  or  hostile  takeovers  without  further  shareholder  approval.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  PREFERRED  STOCK.  Our  Articles  of
Incorporation  also  authorizes  the  issuance  of  up  to  10,000,000 shares of
Preferred Stock in one or more series.  Consequently, our Board of Directors has
the  authority  to  fix the number of preferred shares and to determine or alter
for  each such series, such voting powers, full or limited, or no voting powers,
and  such  designations,  preferences, and relative, participating, optional, or
other rights and such qualifications, limitations, or restrictions thereof, in a
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of such shares.  The Board of Directors is also authorized to increase or
decrease  (but  not  below the number of shares of such series then outstanding)
the  number  of  shares  of any series subsequent to the issue of shares of that
series.

DISCONTINUED  OPERATIONS.  During  1998,  we  acquired  CobolTexas,  Inc.,  in
exchange  solely  for 641,026 shares of the Company's common stock.  CobolTexas,
Inc. had developed a software product that uses on-line technology to solve Year
2000  compliance  problems  for  COBOL software users. Due to internal operating
problems  with  the  program,  which  were  investigated  and  confirmed  by  an
independent  consultant  hired  by the Company, no sales of the product could be
completed.  Because some of the former shareholders of CobolTexas, Inc. may have
been aware of the problem and because minimum gross revenues as specified in the
original  contract  have  not  been  met,  the  Board of Directors determined to
attempt to rescind the transaction and recover the shares issued to former COBOL
shareholders.  To  date,  only  one  former  shareholder  has complied with this
request  and  a certificate representing 240,385 shares has been returned to the
Company.  There  can  be  no  assurances  that  we  will  be able to recover the
remaining  400,641  shares  from  the  CobolTexas,  Inc.  shareholders.

                                       13
<PAGE>

                                 USE OF PROCEEDS

We  will not receive any of the proceeds from the sale of shares of common stock
by  the  Selling  Shareholders.

                              SELLING SHAREHOLDERS

The  Shares  of  Affiliated  to  which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory  benefit  plan  with  Affiliated  for
consulting  and  legal  services  they  provided  to  Affiliated.  The  Selling
Shareholders  may  resell  all,  a  portion, or none of such Shares from time to
time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as of February 22, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.


<TABLE>
<CAPTION>
<S>                    <C>             <C>                  <C>                 <C>
                                                                                PERCENT OF
                       NUMBER OF       NUMBER OF            NUMBER OF           SHARES OWNED BY
SELLING                SHARES OWNED    SHARES REGISTERED    SHARES OWNED        SHAREHOLDER
SHAREHOLDER            BEFORE SALE     BY PROSPECTUS        AFTER SALE          AFTER SALE
-----------------     -------------    -------------        ------------        ------------
Ronald F. Bearden      2,000,000       1,000,000            1,000,000            3.2%
David Brown              758,000         100,000              658,000            2.1%
Edward F. Feighan        800,000         150,000              650,000            2.0%
The Bradle Group, Inc. 1,150,000         150,000            1,000,000            3.2%
Brian A. Lebrecht        163,290         158,125                5,165     less than 1%

</TABLE>


                                       14
<PAGE>

                          PLAN  OF  DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  The  Lebrecht  Group,  A Professional Law Corporation, Rancho Santa
Margarita,  California.  The  Lebrecht  Group  and its employees currently holds
163,290  shares  of  the  Company's  Common  Stock.

                                     EXPERTS

The  balance  sheets  as  of December 31, 1999 and the statements of operations,
shareholders'  equity  and  cash flows for the two years ended December 31, 1999
and  1998  of  Affiliated  Resources  Corporation,  have  been  incorporated  by
reference  in this Registration Statement in reliance on the report of Weinstein
Spira  &  Company, P.C., independent accountants, given on the authority of that
firm  as  experts  in  accounting  and  auditing.


                                       15
<PAGE>

                                     PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Annual Report dated May 17, 2000 on Form 10-KSB filed
with  the  Commission  on  May  18,  2000.

(ii)     The  Registrant's  Quarterly  Report  Dated  November  14, 2000 on Form
10-QSB  filed  with  the  Commission  on  November  15,  2000.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.


ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  The Lebrecht Group, counsel to the Company.

Mr.  Brian  A. Lebrecht, principal of The Lebrecht Group is the beneficial owner
of  163,290  shares  of  Common  Stock  of  the  Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Colorado and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".


                                       16
<PAGE>

ITEM  8.  EXHIBITS

     3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
                  (incorporated  by  reference).

     3.2          Bylaws  of  the  Registrant  (incorporated  by  reference).

     23.1         Consent  of  The Lebrecht Group, APLC.

     23.2         Consent  of  Weinstein  Spira  &  Company,  P.C., Independent
                  Public  Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)     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  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 information set forth in the registration statement;
and

(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)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  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 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.

                                 17
<PAGE>

     (b)     The  undersigned Registrant 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
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 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
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  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 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 Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.


                                       18
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Houston,  State of Texas, on February 23, 2001.



                                        Affiliated  Resources  Corporation

                                        /s/  Peter  C.  Vanucci

                                        By:     Peter  C.  Vanucci
                                        Its:     Chairman  &  CEO



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



 /s/  Peter  C.  Vanucci                     Chairman,  CEO  and  Director
------------------------
Peter  C.  Vanucci

 /s/  Edward  S.  Fleming                    Director
-------------------------
Edward  S.  Fleming

 /s/  Thomas  McManamon                      Director
-----------------------
Thomas  McManamon


                                       19
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 42778}]
{"company-data": {"conformed-name": "AFFILIATED RESOURCES CORP", "cik": "0000817125", "assigned-sic": "6770", "irs-number": "841045715", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56252", "film-number": "1555259"}, "business-address": {"street1": "3050 POST OAK BLVD", "street2": "STE 1080", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "2813340405"}, "mail-address": {"street1": "3050 POST OAK BOULEVARD", "street2": "SUITE 1080", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": [{"former-conformed-name": "SYNAPTIX SYSTEMS CORP", "date-changed": "19971114"}, {"former-conformed-name": "SYNPATIX SYSTEMS CORP", "date-changed": "19970512"}, {"former-conformed-name": "BASIC NATURAL RESOURCES INC", "date-changed": "19940429"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2001

                                                REGISTRATION NO. 33-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

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

                        AFFILIATED RESOURCES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             COLORADO                                     84-1045715
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

                       3050 Post Oak Boulevard, Suite 1080
                              Houston, Texas 77056
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                            Legal Services Agreement
                            (Full Title of the Plan)
                              ____________________

                                Peter C. Vanucci
                             Chief Executive Officer
                       3050 Post Oak Boulevard, Suite 1080
                              Houston, Texas 77056
                                 (713) 355-8940
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                                The Lebrecht Group
                        22342 Avenida Empresa, Suite 230
                        Rancho Santa Margarita, CA  92688
                                 (949) 635-1240

                                        1
CALCULATION OF REGISTRATION FEE
Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee

Common Stock,
par value $0.003 (2) 1,558,125     $ 0.10 (1)                  $155,812.50                $38.96
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount
of the registration  fee pursuant to Rule 457(c) based on the closing price as
reported by  the  NASDAQ  Over-The-Counter Bulletin Board on February 20, 2001.

     (2)     Represents shares of Common Stock issued to consultants and legal
counsel of the Company.  Please  refer  to  the  Selling Shareholders section
 of this document.

                                        2
EXPLANATORY NOTE

Affiliated  Resources  Corporation ("Affiliated") has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933,  as  amended  (the  "1933  Act").

Under  cover  of  this  Form  S-8 is a Reoffer Prospectus Affiliated prepared in
accordance  with  Part I of Form S-3 under the 1933 Act.  The Reoffer Prospectus
may  be utilized for reofferings and resales of up to 1,558,125 shares of common
stock  acquired  by  the  selling  shareholders.

                                        3
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

Affiliated  will send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended (the "1933 Act").  Affiliated does not need to file these documents with
the  commission either as part of this Registration Statement or as prospectuses
or  prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        4
REOFFER PROSPECTUS

                        AFFILIATED RESOURCES CORPORATION
                       3050 POST OAK BOULEVARD, SUITE 1080
                              HOUSTON, TEXAS 77056

                        1,558,125 SHARES OF COMMON STOCK

The  shares of common stock, $0.003 par value per share, of Affiliated Resources
Corporation  ("Affiliated"  or the "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individuals  listed  under  the Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the Shares pursuant to compensatory benefit plans for to
consulting  and  legal  services  that  the  Selling  Shareholders  provided  to
Affiliated.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or  in negotiated transactions.  Affiliated will not
receive  proceeds  from the sale of any of the Shares.  Affiliated is paying for
the  expenses  incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

Affiliated's  common  stock  is  currently traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "ARCX".

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  11.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                February 23, 2001

                                        5
TABLE OF CONTENTS

Where  You  Can  Find  More  Information                6
Incorporated  Documents                                 6
The  Company                                            8
Risk  Factors                                          11
Use  of  Proceeds                                      14
Selling  Shareholders                                  14
Plan  of  Distribution                                 14
Legal  Matters                                         15
Experts                                                15

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

Affiliated  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  Affiliated to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

Affiliateds Annual Report on Form 10-KSB, dated May 17, 2000, and the Company's
Quarterly  Report  on  Form  10-QSB,  dated  November 14, 2000, are incorporated
herein  by reference.  In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the  termination  of  this  offering,  are  incorporated  by  reference.

                                        6
The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information  the  Reoffer Prospectus incorporates).  Requests should be directed
to  the  Chief Financial Offer at Affiliated, at Affiliateds executive offices,
located  at  3050  Post  Oak  Boulevard,  Suite  1080,  Houston,  Texas  77056.
Affiliateds  telephone  number  is  (713)  355-8940.

                                        7
THE COMPANY

     Affiliated  Resources  Corporation,  formerly  known  as  Synaptix  Systems
Corporation  (the  "Company"),  was  incorporated  in the State of  Colorado  in
December  1986  and  became  a  public  company  in  August  1987.  By 1995, our
operations  were  focused  on  software  development,  however, as a result of a
management  change  in  March  1998,  the  undeveloped  software operations were
discontinued  and  sold.  Subsequently,  we  were  repositioned  to focus on the
acquisition  of  industry  related  companies  whose  products  or  services are
technically  innovative  and  market proven, but whose market penetration can be
significantly  expanded through enhanced marketing or additional capitalization.

     Our  Management  plans  to  expand the Company by the acquisition of energy
related  products  and  companies.  These  acquisitions will be achieved through
selected  related industry acquisitions using leverage, stock of the Company, or
a  combination  of  both.

ChemWay
-------

     On  December  30, 1998, we acquired all of the issued and outstanding stock
of  ChemWay  Systems,  Inc.  (AChemWay@),  from  Evans  Systems,  Inc.,  a Texas
corporation  ("Evans"), and Way Energy, Inc., a Delaware corporation ("Way"), in
exchange  for  1,500,000 shares of our common stock.  ChemWay is in the business
of  producing  and  distributing  aftermarket  automotive  fluids,  including
automotive care and performance products, refrigerants, lubricants and solvents.
In  acquiring ChemWay, we agreed to fulfill certain covenants including, but not
limited to, (i) raising at least $1,500,000 in additional proceeds from the sale
of  Common  Stock  in  a  private  placement,  and  (ii)  paying  the  mortgage
indebtedness  on ChemWay's commercial industrial facility described below (which
amounted to $232,500 plus principal and interest at December 31, 1999).  Arising
out  of  the  alleged  breach  by Affiliated of these obligations, Evans and Way
instituted  a  lawsuit  against  the  Company.

     Effective  on September 26, 2000, the Company entered into a Settlement and
Rescission Agreement  (the  "Agreement") with Evans and Way.  Under the terms of
the  Agreement,  which had an anticipated closing date of November 26, 2000 (the
"Closing"),  Evans  and  Way  were  to  terminate the lawsuit against Affiliated
currently  pending  in the State of Texas.  In addition, Evans was to deliver to
Affiliated  an  aggregate  of  1,500,000 shares of outstanding Affiliated common
stock  for  retirement,  and  deliver to an escrow agent an additional 1,000,000
shares  of outstanding Affiliated common stock which may be retired upon payment
in  full  of a promissory note from Affiliated to Evans (see below).  Affiliated
was  to  transfer  to  Evans  all  of the issued and outstanding common stock of
ChemWay.  Affiliated  also agreed to execute a promissory note in favor of Evans
in the principal amount of  $625,000  (the  "Note").  Effective on September 26,
2000,  Evans  and  Way  agreed to take over management of ChemWay and to fulfill
ChemWay's  obligations  to  its  creditors.

     The  Closing  was  to  occur  on  the earlier of (i) the first business day
immediately  following the day that Affiliated closes its acquisition of Modular
Processing  Technologies,  Inc.,  a  Nevada  corporation, or (ii) upon obtaining
shareholder  approval  for the transactions called for in the Agreement.  In the
event  that neither (i) nor (ii) identified above occurred on or before November
26,  2000,  then  the  Agreement  and the transactions called for therein was to
automatically  terminate.  In the event of an automatic termination as set forth
above, Evans and Way had the right to enter judgment against Affiliated and file
a  Deed  In  Lieu  of  Foreclosure  upon  the  ChemWay  assets.

                                          8
Subsequent  to  November  26,  2000,  and  because neither of the two conditions
described  above  occurred,  Evans  and  Way  terminated  the Agreement, entered
judgment  against Affiliated, and foreclosed upon the ChemWay assets pursuant to
the  Deed  in  Lieu of Foreclosure.  Evans and Way have agreed to also return an
aggregate  of  1,500,000  shares  of outstanding common stock, although they are
still  outstanding  as  of  the  date  hereof.

As  of  the date hereof, ChemWay is a wholly-owned subsidiary of Affiliated, but
does  not  have  any  assets.

Seneca  Energy
--------------

     On  December  27,  1999, we acquired an 85% limited partnership interest in
Seneca Energy Partners, L.P. in exchange for the issuance of options to purchase
up  to  425,000  shares of common stock at an exercise price of $0.10 per share.
In  addition,  we  issued  an  aggregate  of 800,000 shares of common stock as a
consulting  fee  related  to the transaction.  By focusing on the acquisition of
working  interests  in  producing  oil  and  gas  wells  and by selective offset
drilling in established fields, Seneca's strategy is to significantly add to its
reserves, generate consistent revenues, and thus build the overall book value of
the  company.

     Effective on December 29, 2000, we entered into a Rescission Agreement with
Seneca  Energy  Partners,  L.P.  and  its  general partner, Lone Star Investment
Management,  LLC,  to  rescind  the  Seneca asset transaction and return the 85%
limited  partnership interest to Seneca.  As part of the rescission, the 425,000
options  were cancelled, as was an outstanding obligation of the Company to Lone
Star  for  $45,000.

Modular  Processing
-------------------

     On  September  11,  2000, we executed a letter of intent to acquire Modular
Processing  Technologies,  Inc.,  a  Nevada  corporation.  The  acquisition  was
subject  to  the  completion  of  due  diligence  and  execution of a definitive
acquisition  agreement  between the parties.  The Company's due diligence review
was  never  completed,  and  the  letter  of  intent  has  expired.

Triasis  Energy  Partners
-------------------------

     The  Company  has entered into negotiations to purchase a 25% interest held
by  Triasis  Energy  Partners,  LLC  in  Triumph  Energy Partners of Texas, LLP,
subject  to  the  execution  of  complete  and final documents.  The purchase is
anticipated  to be paid by the issuance of convertible preferred stock at a face
value  of  $10  per  share,  with each share of preferred stock convertible to 2
shares  of common stock. The number of shares to be issued will be determined at
closing  based  on  the  final engineering report. Current engineering estimates
place  the  net  equity  value  to  be  purchased  at  $15,000,000.

                                       9
As  of  the  date hereof, the parties are still conducting due diligence on
each  other.

Property
--------

     As  part  of  the foreclosure of the assets of ChemWay, as described above,
the  Company  has  no  interest  in  any  real  estate except for the two leases
described  below.

     The Company leases approximately 1,600 square feet of administrative office
space  in  Houston, Texas, and leases approximately 800 square feet of executive
offices  in  Brecksville,  Ohio.

                                       10
RISK FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

WE  ARE  PRESENTLY  IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN OUR
SECURITIES  HIGHLY  RISKY.  Our financial statements include an auditor's report
containing a modification regarding an uncertainty about our ability to continue
as  a going concern.  As of September 30, 2000, we had an accumulated deficit of
$20,355,020 and other indications of weakness in our present financial position.
We  have  been  operating  primarily  through  the  issuance of common stock for
services  by  entities, including affiliates, that we could not afford to pay in
cash.  No  person  should invest in this offering unless they can afford to lose
their  entire  investment.

YOUR  INVESTMENT  MAY  NOT  INCREASE  IN  VALUE  UNLESS  WE  ARE  ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

FUTURE  CAPITAL  NEEDS.  To  date, we have relied mostly on private funding from
the  sale  of  restricted shares of our Common Stock and short-term borrowing to
fund  our  operations.  To  date, we have generated insufficient revenue to meet
our  ongoing  expenses  and  have  extremely  limited cash liquidity and capital
resources.  Our  future  capital  requirements  will  depend  on  many  factors,
including  our  ability  to market our services successfully, our cash flow from
operations,  and  competing  market  developments.  Our  business  plan requires
additional funding beyond the proceeds previously generated from the sale of our
restricted  Common  Stock.  Consequently, although we currently have no specific
plans or arrangements for financing, we intend to raise additional funds through
private placements, public offerings or other financings.  Any equity financings
would  result  in  dilution  to  our  then-existing shareholders.  Additionally,
sources of debt financing may result in higher interest expense.  Any financing,
if  available,  may  be  on  terms unfavorable to us.  If adequate funds are not
obtained,  we  may  be  required  to reduce or curtail operations.  We currently
anticipate  that  our existing capital resources will not be adequate to satisfy
our current operating expenses and capital requirements for the next full fiscal
year.  Consequently,  we  may  have  to  secure additional financing in order to
develop  our  business  plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK.  Our Common Stock
presently  trades on the Nasdaq over-the-counter bulletin board under the symbol
ARCX.  There  can  be  no  assurance, however, that such market will continue or
that  investors in this offering will be able to liquidate their shares acquired
in  this  Offering  at the price herein or otherwise.  There can be no assurance
that  any  other  market  will  be  established  in the future.  There can be no
assurance  that  an  investor  will  be  able to liquidate his or her investment
without  considerable  delay,  if  at all.  The price of our Common Stock may be
highly  volatile.  Additionally,  the  factors  discussed  in  this Risk Factors
section  may have a significant impact on the market price of the shares offered
in  this  Reoffer  Prospectus.

                                     11
LEGAL  PROCEEDINGS.  We  may  from  time  to time be involved in various claims,
lawsuits,  disputes  with  third  parties,  actions  involving  allegations  of
discrimination, or breach of contract actions incidental to the operation of our
business.  Currently,  we  are  defendants  in  three  actions  which, if we are
unsuccessful  in  defending, could have a material adverse effect on our results
of  operations.

     1.  We  were  previously  a  defendant in an action entitled Evans Systems,
Inc.  and Way Energy, Inc. v. Affiliated Resources Corporation, et al; Cause NO.
00-J-0443-C  filed in the 130th Judicial Court of Matagorda County, Texas.  This
lawsuit  was  settled  as  part  of  the settlement agreement with Evans and Way
discussed  above.

     2.  We  are also currently a defendant in an action entitled Virginia Lazar
vs.  Affiliated  Resources  Corporation et al; Cause NO. 2000-32073 filed in the
133rd  Judicial  District Court of Harris County, Texas.  This is an action by a
former  employee  which  seeks,  among  other things, back salary in the alleged
amount  of  $310,000 and options to purchase 500,000 shares of our common stock.
We dispute Ms. Lazar's claims and will vigorously defend the action.  Failure to
successfully  defend  the  action may result in a material adverse effect on our
results  of  operations.

     3.  We  were previously a defendant in an action entitled Wayne Philips and
Bob  Limbaugh DBA Limbaugh, Rusimore Phillps & Associates LLC vs. Harris "Butch"
Ballow  and  Affiliated Resources Corp.; Cause NO. 2000-19099 filed in the 164th
Judicial  District  Court of Harris County, Texas.  This lawsuit was settled for
$25,000.

     4.  We  have  been named as a defendant in an action entitled Harry Russell
"Sandy"  Stokes,  III  vs.  Affiliated  Resources  Corporation  f/k/a  Synaptix
Corporation,  Peter C. Vanucci and Virginia M. Lazar; Cause No. 2000-45414 filed
in the 165th Judicial District Court of Harris County, Texas.  Plaintiffs in the
case  allege  that we refused to allow the sale of Plaintiff's stock on a timely
basis  causing  loss  to  him.  Pursuant  to numerous alleged courses of action,
actual  damages  are  alleged  to be $320,526.27 and Plaintiff also seeks treble
damages,  punitive damages of $12 million, plus interest and attorneys fees.  We
dispute  Mr.  Stokes'  claims and will vigorously defend the action.  Failure to
successfully  defend  the  action may result in a material adverse effect on our
results  of  operations.

DEPENDENCE  ON  MANAGEMENT.  Our  success depends, to a significant extent, upon
certain  key  employees and directors, including primarily, Peter C. Vanucci and
Catherine  A.  Tamme.  The loss of services of one or more of these employees or
directors could have a material adverse effect on our business.  In addition, we
have  substantial  need  for  additional  qualified  management  and  marketing
personnel.  We believe that our future success will also depend in part upon our
ability  to  attract,  retain and motivate qualified personnel.  There can be no
assurance that we will be successful in attracting and retaining such personnel.
Competition  for  such  personnel  is  intense.  We  currently do not maintain a
policy  of  key  man  life  insurance  on  any  employees.

NEED  FOR  ADDITIONAL  PERSONNEL.  We  employed  four  full-time employees as of
December  31,  2000.  Of  these,  three  are  employed in management, and one is
employed  as an administrative assistant.  Our success may depend on our ability
to  attract  and  retain other qualified technical and management personnel.  We
compete for such persons with other companies, academic institutions, government
entities,  and  other  organizations,  most  of which have substantially greater
capital  resources  and facilities than we do. There can be no assurance that we
will be successful in recruiting or retaining personnel of the requisite caliber
or  in  adequate  numbers  to  enable  us  to  conduct our business as proposed.
Furthermore,  our possible future expansion into activities requiring additional
expertise  in  marketing  will  place  increased  demands  on  our resources and
management  skills.  Our  lack  of  working  capital increases the risk that key
employees  will  be  attracted  to  other  business  opportunities.

                                    12
DIFFICULTY  OF  PLANNED  EXPANSION; MANAGEMENT OF GROWTH.  We plan to expand our
level  of  operations.  Our  operating results will be adversely affected if net
sales  do  not increase sufficiently to compensate for the increase in operating
expenses  caused  by  this  expansion.  In  addition,  our  planned expansion of
operations  may cause significant strain on our management, technical, financial
and  other  resources.  To  manage  our  growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees.  There can be
no assurance, however, that we will successfully be able to achieve these goals.
If  we  are  unable  to manage growth effectively, our operating results will be
adversely  affected.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  COMMON  STOCK.  Our  Articles  of
Incorporation authorize the issuance of up to 50,000,000 shares of Common Stock.
Our  Board  of  Directors has the authority to issue additional shares of Common
Stock  and  to issue options and warrants to purchase shares of our Common Stock
without  shareholder  approval.  Future  issuance  of  Common  Stock could be at
values  substantially  below  current  market  prices  therefore could represent
further  substantial  dilution  to investors in this Offering.  In addition, the
Board  could  issue  large  blocks  of  voting stock to fend off unwanted tender
offers  or  hostile  takeovers  without  further  shareholder  approval.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  PREFERRED  STOCK.  Our  Articles  of
Incorporation  also  authorizes  the  issuance  of  up  to  10,000,000 shares of
Preferred Stock in one or more series.  Consequently, our Board of Directors has
the  authority  to  fix the number of preferred shares and to determine or alter
for  each such series, such voting powers, full or limited, or no voting powers,
and  such  designations,  preferences, and relative, participating, optional, or
other rights and such qualifications, limitations, or restrictions thereof, in a
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of such shares.  The Board of Directors is also authorized to increase or
decrease  (but  not  below the number of shares of such series then outstanding)
the  number  of  shares  of any series subsequent to the issue of shares of that
series.

DISCONTINUED  OPERATIONS.  During  1998,  we  acquired  CobolTexas,  Inc.,  in
exchange  solely  for 641,026 shares of the Company's common stock.  CobolTexas,
Inc. had developed a software product that uses on-line technology to solve Year
2000  compliance  problems  for  COBOL software users. Due to internal operating
problems  with  the  program,  which  were  investigated  and  confirmed  by  an
independent  consultant  hired  by the Company, no sales of the product could be
completed.  Because some of the former shareholders of CobolTexas, Inc. may have
been aware of the problem and because minimum gross revenues as specified in the
original  contract  have  not  been  met,  the  Board of Directors determined to
attempt to rescind the transaction and recover the shares issued to former COBOL
shareholders.  To  date,  only  one  former  shareholder  has complied with this
request  and  a certificate representing 240,385 shares has been returned to the
Company.  There  can  be  no  assurances  that  we  will  be able to recover the
remaining  400,641  shares  from  the  CobolTexas,  Inc.  shareholders.

                                       13
USE OF PROCEEDS

We  will not receive any of the proceeds from the sale of shares of common stock
by  the  Selling  Shareholders.

                              SELLING SHAREHOLDERS

The  Shares  of  Affiliated  to  which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory  benefit  plan  with  Affiliated  for
consulting  and  legal  services  they  provided  to  Affiliated.  The  Selling
Shareholders  may  resell  all,  a  portion, or none of such Shares from time to
time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as of February 22, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
PERCENT OF
                       NUMBER OF       NUMBER OF            NUMBER OF           SHARES OWNED BY
SELLING                SHARES OWNED    SHARES REGISTERED    SHARES OWNED        SHAREHOLDER
SHAREHOLDER            BEFORE SALE     BY PROSPECTUS        AFTER SALE          AFTER SALE
-----------------     -------------    -------------        ------------        ------------
Ronald F. Bearden      2,000,000       1,000,000            1,000,000            3.2%
David Brown              758,000         100,000              658,000            2.1%
Edward F. Feighan        800,000         150,000              650,000            2.0%
The Bradle Group, Inc. 1,150,000         150,000            1,000,000            3.2%
Brian A. Lebrecht        163,290         158,125                5,165     less than 1%
14
PLAN  OF  DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  The  Lebrecht  Group,  A Professional Law Corporation, Rancho Santa
Margarita,  California.  The  Lebrecht  Group  and its employees currently holds
163,290  shares  of  the  Company's  Common  Stock.

                                     EXPERTS

The  balance  sheets  as  of December 31, 1999 and the statements of operations,
shareholders'  equity  and  cash flows for the two years ended December 31, 1999
and  1998  of  Affiliated  Resources  Corporation,  have  been  incorporated  by
reference  in this Registration Statement in reliance on the report of Weinstein
Spira  &  Company, P.C., independent accountants, given on the authority of that
firm  as  experts  in  accounting  and  auditing.

                                       15
PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Annual Report dated May 17, 2000 on Form 10-KSB filed
with  the  Commission  on  May  18,  2000.

(ii)     The  Registrant's  Quarterly  Report  Dated  November  14, 2000 on Form
10-QSB  filed  with  the  Commission  on  November  15,  2000.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  The Lebrecht Group, counsel to the Company.

Mr.  Brian  A. Lebrecht, principal of The Lebrecht Group is the beneficial owner
of  163,290  shares  of  Common  Stock  of  the  Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Colorado and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

                                       16
ITEM  8.  EXHIBITS

     3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
                  (incorporated  by  reference).

     3.2          Bylaws  of  the  Registrant  (incorporated  by  reference).

     23.1         Consent  of  The Lebrecht Group, APLC.

     23.2         Consent  of  Weinstein  Spira  &  Company,  P.C., Independent
                  Public  Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)     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  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 information set forth in the registration statement;
and

(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)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  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 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.

                                 17
(b)     The  undersigned Registrant 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
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  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.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 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
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  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 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 Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                       18
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Houston,  State of Texas, on February 23, 2001.

                                        Affiliated  Resources  Corporation

                                        /s/  Peter  C.  Vanucci

                                        By:     Peter  C.  Vanucci
                                        Its:     Chairman  &  CEO

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

 /s/  Peter  C.  Vanucci                     Chairman,  CEO  and  Director
------------------------
Peter  C.  Vanucci

 /s/  Edward  S.  Fleming                    Director
-------------------------
Edward  S.  Fleming

 /s/  Thomas  McManamon                      Director
-----------------------
Thomas  McManamon

                                       19