As filed with the Securities and Exchange Commission on December 7, 2004

                                                                   Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           TASKER CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)

              Nevada                                           88-0426048
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           identification No.)

                               100 Mill Plain Rd.
--------------------------------------------------------------------------------

                                Danbury, CT 06811
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  STOCK OPTIONS
                              (full title of plan)

                                 Robert Appleby
                               100 Mill Plain Rd.
                                Danbury, CT 06811
                                  203-546-3555
--------------------------------------------------------------------------------
           (Name, address, and telephone number of agent for service)

                                 With a copy to:

                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                             1065 Avenue of Americas
                               New York, NY 10018
                                 (212) 930-9700

<PAGE>

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>               <C>                 <C>                         <C>
Common Stock                 6,233,327         $2.47               $15,396,317.69              $1,950.71
($.0001 par value)
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

      * Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee and
      not as a representation as to any actual proposed price. The offering
      price per share, maximum aggregate offering price and registration fee is
      based upon the average of the high and the low price on the over the
      counter bulletin board on December 3, 2004.


                                       2
<PAGE>

                                EXPLANATORY NOTE

      The Prospectus filed as part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3 and may be used for
reofferings and resales of registered shares of common stock, which may be
issued upon the exercise of options to executive officers, directors, employees,
and consultants of Tasker Capital Corporation.


                                       3
<PAGE>

Prospectus

                           TASKER CAPITAL CORPORATION

                        6,233,327 SHARES OF COMMON STOCK

                               issued pursuant to

                               Stock Option Grants

      This prospectus relates to the sale of up to 6,233,327 shares of common
stock of Tasker Capital Corporation offered by certain holders of our securities
acquired upon the exercise of options issued to such persons pursuant to stock
option grants. The shares may be offered by the selling stockholders from time
to time in regular brokerage transactions, in transactions directly with market
makers or in certain privately negotiated transactions. For additional
information on the methods of sale, you should refer to the section entitled
"Plan of Distribution." We will not receive any of the proceeds from the sale of
the shares by the selling stockholders.

      Our common stock trades on The Over-The-Counter Bulletin Board under the
symbol "TKER." On December 3, 2004, the closing sale price of the common stock
was $2.47 per share. The securities offered hereby are speculative and involve a
high degree of risk and substantial dilution. Only investors who can bear the
risk of loss of their entire investment should invest. See "Risk Factors"
beginning on page 6.

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

                The date of this prospectus is December 7, 2004.


                                       4
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>                                                                                              <C>
Prospectus Summary                                                                               6
Risk Factors                                                                                     8
Selling Stockholders                                                                             11
Plan of Distribution                                                                             12
Interests of Named Experts and Counsel                                                           12
Incorporation of Certain Documents by Reference                                                  12
Disclosure of Commission Position on Indemnification For Securities Act Liabilities              13
Available Information                                                                            13
</TABLE>


                                       5
<PAGE>

                               PROSPECTUS SUMMARY

OVERVIEW

      Tasker Capital Corporation is a development stage company.

      Tasker has entered into an Exclusive License Agreement with pHarlo Citrus
Technologies, Inc., a privately held development company, to use, sell, develop,
market and distribute products using its proprietary, patented technology for
consumer oral care, food processing, animal hygiene, and cosmetic products.
Pursuant to the License Agreement, Tasker has agreed to make royalty payments to
pHarlo based on product sales and has issued warrants to pHarlo 's stockholders
to purchase an aggregate of 300,000 shares of Tasker's common stock. In
conjunction with the License Agreement, Tasker entered into a Production
Agreement with Indian River Labs, Inc., a privately held manufacturing
corporation affiliated with pHarlo. Indian River will manufacture and sell to
Tasker concentrates for the products licensed by pHarlo. Additionally, Tasker
has loaned pHarlo $100,000 pursuant to a Loan Agreement in which Tasker agreed
to loan up to $200,000 to finance a production facility to produce the licensed
products. Pursuant to the terms of the Loan Agreement, the principal and
interest on the notes evidencing the loan will be repaid in equal monthly
installments commencing July 1, 2003, with the last payment due October l, 2012.

      The proprietary technology - pHarlo - creates an environment in which
hydrogen protons attach to a single copper ion, suspending the copper ion
indefinitely in a liquid state. In this state of suspension, copper interferes
with the cellular growth of both anaerobic and facultative organisms by
interfering with the bacteria's respiration. The solution uses only ingredients
that are currently on the Federal GRAS (Generally Regarded As Safe) list.

      Tasker has also entered into a Partnership Agreement with Wynn Star
Specialty Flavors LLC, a leading supplier of culinary ingredients and technology
to the food industry, to market Tasker's licensed technology to the poultry
processing industry. Under the terms of the Partnership Agreement, Wynn Starr
will use its extensive relationships in the poultry processing industry to
market Tasker's licensed technology in consideration for the right to produce
the final product to be supplied to the consumer using the concentrated solution
manufactured by Indian River. To further support its initiative, Tasker has
applied for United States Department of Agriculture (USDA) approval for its
products use in poultry processing. An initial study of Tasker's technology by
the University of Georgia's Department of Poultry Science thoroughly supported
its efficacy in eliminating bacteria during the scalding treatment of poultry
processing. Reductions and eliminations were observed in Salmonella typhimurium,
Listeria monocytogenes, Staphylococcus aureus, E coli, Shewanella putrefaciens
and Pseudomonas fluorescens. Tasker has engaged the University of Georgia's
Department of Poultry Science to conduct a quantitative validation of its
technology for use in poultry processing, which will be submitted to the USDA
and is expected to complete its application for approval.

      Over the last several months, Tasker conducted various consumer market
studies to rebrand its oral care product. Tasker plans to reintroduce its oral
care product under the new name of "Close Call(TM)" over the next few months.
Close Call(TM) will be marketed as the world's first clinically proven
anti-microbial oral hygiene breath drink that eliminates odors from tobacco,
garlic, onion and alcohol and removes germs and bacteria that cause bad breadth.

      Our principal offices are located at 100 Mill Plain Rd., 06811, and our
telephone number is (203) 546-3555. We are a NevadaNevada corporation.


                                       6
<PAGE>

THIS OFFERING

<TABLE>
<S>                                                                           <C>
Shares of common stock outstanding prior to this offering.................... 47,990,813 as of December 3, 2004

Shares offered in this prospectus............................................ 6,233,327

Total shares outstanding after this offering ................................ 54,090,808

Use of proceeds...............................................................We will not receive any
                                                                              proceeds from the sale of the
                                                                              shares of common stock offered
                                                                              in this prospectus.
</TABLE>


                                        7
<PAGE>

RISK FACTORS

      Investment in our common stock involves a high degree of risk. You should
consider the following discussion of risks as well as other information in this
prospectus. The risks and uncertainties described below are not the only ones.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed. In such case, the
trading price of our common stock could decline.

      Except for historical information, the information contained in this
prospectus are "forward-looking" statements about our expected future business
and performance. Our actual operating results and financial performance may
prove to be very different from what we might have predicted as of the date of
this prospectus.

              RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS

WE MAY NEVER BECOME PROFITABLE AND CONTINUE AS A GOING CONCERN BECAUSE WE HAVE
HAD LOSSES SINCE OUR INCEPTION.

We may never become profitable and continue as a going concern because we have
incurred losses and experienced negative operating cash flow since our
formation. For our fiscal years ended December 31, 2003 and 2002, we had a net
loss of ($607,080) and ($761,252), respectively. For the period ending September
30, 2004, we had a net loss of ($1,799,717). We expect to continue to incur
significant expenses. Our operating expenses have been and may continue to
outpace revenues and result in significant losses in the near term. We may never
be able to reduce these losses, which will require us to seek additional debt or
equity financing, and, if such financing is available, you may experience
significant additional dilution.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated March 24, 2004, our independent auditors have expressed
doubt about our ability to continue as a going concern in our financial
statements for the year ended December 31, 2003 and 2002. Our ability to
continue as a going concern is an issue raised as a result of recurring losses
from operations, a stockholders' deficit, and requirement for a significant
amount of capital financing to proceed with our business plan. Our ability to
continue as a going concern is subject to our ability to generate a profit
and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales or
obtaining loans and grants from various financial institutions where possible.
The going concern qualification in the auditor's report increases the difficulty
in meeting such goals and there can be no assurances that such methods will
prove successful.

WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT OBTAIN ADEQUATE FUNDING.

We currently have no legally binding commitments with any third partyies to
obtain any material amount of additional equity or debt financing. We need
immediate funds and may not be able to obtain or any additional financing in the
amounts or at the times that we may require the financing or, if we do obtain
any financing, that it would be on acceptable terms because of the following:

      -     we have no assets to pledge as security for the loan

      -     we are in poor financial condition

      -     we maybe viewed as a high market risk

As a result, we may not have adequate capital to implement future expansions,
maintain our current levels of operation or to pursue strategic acquisitions.
Our failure to obtain sufficient additional financing could result in the delay
or abandonment of some or all of our development, expansion and expenditures,
which could harm our business and the value of our common stock.


                                       8
<PAGE>

OUR BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL
FUNDING.

Our business operations will be harmed if we are unable to obtain additional
funding. We believe that our available short-term assets and investment income
will be sufficient to meet our operating expenses and capital expenditures
through the end of fiscal year 2004. We do not know if additional financing will
be available when and if needed, or if it is available, if it will be available
on acceptable terms. Insufficient funds may prevent us from implementing our
business strategy or may require us to delay, scale back or eliminate certain
opportunities for the provision of our technology and products.

                RISKS RELATING TO OUR CURRENT FINANCING AGREEMENT

THE ISSUANCE OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES AND
EXERCISE OF WARRANTS MAY RESULT IN SUBSTANTIAL DILUTION TO THE INTERESTS OF
OTHER STOCKHOLDERS SINCE THE SELLING STOCKHOLDER MAY ULTIMATELY CONVERT AND SELL
THE FULL AMOUNT ISSUABLE ON CONVERSION.

The issuance of shares upon conversion of the convertible debentures and
exercise of warrants may result in substantial dilution to the interests of
other stockholders since the selling stockholder may ultimately convert and sell
the full amount issuable on conversion. Although the selling stockholder may not
convert its convertible note and/or exercise their warrants if such conversion
or exercise would cause them to own more than 4.99% of our outstanding common
stock, this restriction does not prevent the selling stockholder from converting
and/or exercising some of their holdings, selling our common stock issued in
such conversion and/or exercise, and then converting more of their holdings. In
this way, the selling stockholder could sell more than 4.99% of our outstanding
common stock while never holding more than this limit.

THE CONVERSION PRICE OF OUR CONVERTIBLE DEBENTURES MAY ENCOURAGE INVESTORS TO
MAKE SHORT SALES IN OUR COMMON STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON
THE PRICE OF OUR COMMON STOCK.

The convertible debentures are convertible into shares of our common stock at
fix prices of $0.20 and $0.05. The significant downward pressure on the price of
the common stock as the selling stockholder converts and sells material amounts
of common stock could encourage short sales by investors. This could place
further downward pressure on the price of the common stock. In addition, not
only the sale of shares issued upon conversion or exercise of debentures,
warrants and options, but also the mere perception that these sales could occur,
may lower the market price of the common stock.

                       RISKS RELATING TO OUR COMMON STOCK

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE BECAUSE THERE ARE A LARGE
NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, AND WARRANTS THAT MAY BE
AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET
PRICE.

The market price of our common stock may decline because there are a large
number of shares underlying our convertible debentures, and warrants that may be
available for future sale, and the sale of these shares may depress the market
price. As of December 3, 2004, we had approximately 47 million shares of common
stock issued and outstanding and convertible debentures outstanding that may be
converted into an estimated 6.3 million shares of common stock and outstanding
options, warrants and convertible debentures to purchase up to 17.8 million
shares of common stock. All of the shares included in this prospectus may be
sold without restriction. The sale of these shares may adversely affect the
market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:


                                       9
<PAGE>

o     that a broker or dealer approve a person's account for transactions in
      penny stocks; and

o     the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

o     obtain financial information and investment experience objectives of the
      person; and

o     make a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form:

o     sets forth the basis on which the broker or dealer made the suitability
      determination; and

o     that the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.


                                       10
<PAGE>

                              SELLING STOCKHOLDERS

      The table below sets forth information concerning the resale of the shares
of common stock by the selling stockholders. We will not receive any proceeds
from the resale of the common stock by the selling stockholders. We will receive
proceeds from the exercise of the warrants

            The following table also sets forth the name of each person who is
      offering the resale of shares of common stock by this prospectus, the
      number of shares of common stock beneficially owned by each person, the
      number of shares of common stock that may be sold in this offering and the
      number of shares of common stock each person will own after the offering,
      assuming they sell all of the shares offered.

<TABLE>
<CAPTION>
                              SHARES BENEFICIALLY OWNED                         SHARES BENEFICIALLY OWNED
                             --------------------------                         -------------------------
                               PRIOR TO THE OFFERING                               AFTER THE OFFERING
                                                              TOTAL SHARES
     NAME                       NUMBER          PERCENT        OFFERED (1)       NUMBER           PERCENT
-----------------             ------------      -------       -------------     ---------         -------
<S>                           <C>                <C>            <C>             <C>                 <C>
Robert P. Appleby             2,249,999(2)       4.47%          1,249,999       1,000,000           2.04%
James Burns                   2,249,999(2)       4.47%          1,249,999       1,000,000           2.04%
Arthur Bergeron               1,000,000(3)       2.04%          1,000,000              --             --
Gordon Davis                    333,333(4)         *              333,333              --             --
Barbara Longchamp               333,333(4)         *              333,333              --             --
James R. Collins                333,333(4)         *              333,333              --             --
Dennis Smithyman                333,333(4)         *              333,333              --             --
Robert Jenkins                  333,333(4)         *              333,333              --             --
Michael Hu                      200,000            *              200,000              --             --
Maurizio Grande                 200,000            *              200,000              --             --
David Creasey                   166,666(5)         *              166,666              --             --
David Dickinson                 166,666(5)         *              166,666              --             --
Esther Dong                     133,333(6)         *              133,333
Steven Zavagli                  100,000            *              100,000              --             --
Stephanie Gilbey                100,000            *              100,000              --             --
                                                                6,233,327
</TABLE>

      * Less than one percent.

      The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days.

      (1)   Represents shares underlying option that are exercisable at $0.25
            per share.

      (2)   Does not include 750,001 shares underlying options, which are not
            currently vested.

      (3)   Does not include 1,000,000 shares underlying options, which are not
            currently vested.

      (4)   Does not include 666,667 shares underlying options, which are not
            currently vested.

      (5)   Does not include 333,334 shares underlying options, which are not
            currently vested.

      (6)   Represents shares underlying options exercisable at $1.75 per share.
            Does not include 266,667 shares underlying options, which are not
            currently vested.


                                       11
<PAGE>

                              PLAN OF DISTRIBUTION

      Sales of the shares may be effected by or for the account of the selling
stockholders from time to time in transactions (which may include block
transactions) on The Over-The-Counter Bulletin Board, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter sell the
shares from time to time in transactions (which may include block transactions)
on The Over-The-Counter Bulletin Board, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

      The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933.

      We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

      We have agreed to indemnify the selling stockholders, or their transferees
or assignees, against certain liabilities, including liabilities under the
Securities Act of 1933 or to contribute to payments the selling stockholders or
their respective pledgees, donees, transferees or other successors in interest,
may be required to make in respect thereof.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of common stock offered hereby will be passed
upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of
the Americas, 21st Floor, New York, NY 10018.

                      INFORMATION INCORPORATED BY REFERENCE

      The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

We incorporate by reference the document listed below:

o     Our annual report on Form 10-KSB for the year ended December 31, 2003,
      filed with the SEC on April 12, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending September 30,
      2004, filed with the SEC on November 15, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending March 31, 2004,
      filed with the SEC on May 17, 2004 (File No. 000-32019);


                                       12
<PAGE>

o     Our quarterly report on Form 10-QSB for the period ending June 30, 2004,
      filed with the SEC on August 16, 2004 (File No. 000-32019); and

o     Our current reports on Form 8-K for the past fiscal year (File No.
      000-32019).

A copy of our above-mentioned reports are being delivered with this prospectus.
You may request additional copies of these filings at no cost, by writing or
telephoning us at the following address or phone number:

Tasker Capital Corp.
100 Mill Plain Rd.
Danbury, CT 06811
Attention: President
(203) 546-3555

     DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                  LIABILITIES

      TaskerTasker Articles of Incorporation, as amended, provide to the fullest
extent permitted by Nevada law, a director or officer of Tasker shall not be
personally liable to Tasker or its shareholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of Tasker
Articles of Incorporation, as amended, is to eliminate the right of Tasker and
its shareholders (through shareholders' derivative suits on behalf of Tasker) to
recover damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except under certain situations defined by statute.
Tasker believes that the indemnification provisions in its Articles of
Incorporation, as amended, are necessary to attract and retain qualified persons
as directors and officers.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to its directors, officers and controlling persons pursuant
to the foregoing provisions or otherwise, Tasker has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                     ADDITIONAL INFORMATION AVAILABLE TO YOU

      This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549, You can obtain copies from the public reference room of
the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, upon payment of certain
fees. You can call the SEC at 1-800-732-0330 for further information about the
public reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is listed on The Over-The-Counter
Bulletin Board.

      No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.


                                       13
<PAGE>

                            ------------------------
                        6,233,327 SHARES OF COMMON STOCK
                            ------------------------
                                   PROSPECTUS
                                 ---------------

                                December 6, 2004


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act"), is not required to be filed with the Securities
and Exchange Commission and is omitted from this registration statement in
accordance with the explanatory note to Part I of Form S-8 and Rule 428 of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

o     Our annual report on Form 10-KSB for the year ended December 31, 2003,
      filed with the SEC on April 12, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending September 30,
      2004, filed with the SEC on November 15, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending March 31, 2004,
      filed with the SEC on May 17, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending June 30, 2004,
      filed with the SEC on August 16, 2004 (File No. 000-32019); and

o     Our current reports on Form 8-K for the past fiscal year (File No.
      000-32019).

ITEM 4. DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares of common stock offered hereby will be passed
upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of
Americas, 21st flr., New York, NY 10018.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

<PAGE>

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

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

      EXHIBIT
      NUMBER    EXHIBIT

      5.1       Opinion of Sichenzia Ross Friedman Ference LLP

      23.1      Consent of Sichenzia Ross Friedman Ference LLP is contained
                in Exhibit 5.1

      23.2      Consent of Accountants

      24.1      Power of Attorney (included in the Signature Page)

<PAGE>

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:

            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;

            (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.

      (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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be 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 Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Tasker Capital Corp., 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 Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Danbury, State of
Connecticut on the 6th day of December 2004.

                                       TASKER CAPITAL CORP.

                                       Name:  /s/ Robert P. Appleby
                                             -----------------------------------
                                       Title: President, Chief Executive Officer
                                              and Acting Chief Financial Officer

                                POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert P.
Appleby his or her true and lawful attorney in fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post effective amendments) to the Registration Statement, and to sign any
registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-2 has been signed below by the following persons in the
capacities and on the dates indicated:

         SIGNATURE                        TITLE                    DATE
----------------------------  -----------------------------  -------------------

By: /s/ Robert P. Appleby         President, Chief
   -----------------------     Executive Officer, Acting      December 6, 2004
    Robert P. Appleby           Chief Financial Officer
                                     and Director

By: /s/ Gordon Davis
   -----------------------
    Gordon Davis                        Director             December 6, 2004

By: /s/ James Burns
   -----------------------
    James Burns                         Director             December 6, 2004

<PAGE>

      EXHIBIT
      NUMBER      EXHIBIT

      5.1         Opinion of Sichenzia Ross Friedman Ference LLP

      23.1        Consent of Sichenzia Ross Friedman Ference LLP is contained
                  in Exhibit 5.1.

      23.2        Consent of Auditors

      24.1        Power of Attorney (included in the Signature Page).
[{"type": "S-8", "sequence": "1", "filename": "v09673_s8.txt", "secsgml_size_bytes": 43621}]
{"company-data": {"conformed-name": "TASKER CAPITAL CORP", "cik": "0001084557", "assigned-sic": "2844", "irs-number": "880426048", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121054", "film-number": "041188629"}, "business-address": {"street1": "40 GROVE ST", "street2": "STE 140", "city": "WELLESLEY", "state": "MA", "zip": "024827702", "phone": "7812373600"}, "mail-address": {"street1": "40 GROVE ST", "street2": "STE 140", "city": "WELLESLEY", "state": "MA", "zip": "7812373600"}}
As filed with the Securities and Exchange Commission on December 7, 2004

                                                                   Reg. No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           TASKER CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)

              Nevada                                           88-0426048
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           identification No.)

                               100 Mill Plain Rd.
--------------------------------------------------------------------------------

                                Danbury, CT 06811
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  STOCK OPTIONS
                              (full title of plan)

                                 Robert Appleby
                               100 Mill Plain Rd.
                                Danbury, CT 06811
                                  203-546-3555
--------------------------------------------------------------------------------
           (Name, address, and telephone number of agent for service)

                                 With a copy to:

                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                             1065 Avenue of Americas
                               New York, NY 10018
                                 (212) 930-9700
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 6,233,327         $2.47               $15,396,317.69              $1,950.71
($.0001 par value)
----------------------- --------------------- -------------------- --------------------- --------------------
* Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee and
      not as a representation as to any actual proposed price. The offering
      price per share, maximum aggregate offering price and registration fee is
      based upon the average of the high and the low price on the over the
      counter bulletin board on December 3, 2004.

                                       2
EXPLANATORY NOTE

      The Prospectus filed as part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3 and may be used for
reofferings and resales of registered shares of common stock, which may be
issued upon the exercise of options to executive officers, directors, employees,
and consultants of Tasker Capital Corporation.

                                       3
Prospectus

                           TASKER CAPITAL CORPORATION

                        6,233,327 SHARES OF COMMON STOCK

                               issued pursuant to

                               Stock Option Grants

      This prospectus relates to the sale of up to 6,233,327 shares of common
stock of Tasker Capital Corporation offered by certain holders of our securities
acquired upon the exercise of options issued to such persons pursuant to stock
option grants. The shares may be offered by the selling stockholders from time
to time in regular brokerage transactions, in transactions directly with market
makers or in certain privately negotiated transactions. For additional
information on the methods of sale, you should refer to the section entitled
"Plan of Distribution." We will not receive any of the proceeds from the sale of
the shares by the selling stockholders.

      Our common stock trades on The Over-The-Counter Bulletin Board under the
symbol "TKER." On December 3, 2004, the closing sale price of the common stock
was $2.47 per share. The securities offered hereby are speculative and involve a
high degree of risk and substantial dilution. Only investors who can bear the
risk of loss of their entire investment should invest. See "Risk Factors"
beginning on page 6.

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

                The date of this prospectus is December 7, 2004.

                                       4
TABLE OF CONTENTS
PAGE
Prospectus Summary                                                                               6
Risk Factors                                                                                     8
Selling Stockholders                                                                             11
Plan of Distribution                                                                             12
Interests of Named Experts and Counsel                                                           12
Incorporation of Certain Documents by Reference                                                  12
Disclosure of Commission Position on Indemnification For Securities Act Liabilities              13
Available Information                                                                            13
5
PROSPECTUS SUMMARY

OVERVIEW

      Tasker Capital Corporation is a development stage company.

      Tasker has entered into an Exclusive License Agreement with pHarlo Citrus
Technologies, Inc., a privately held development company, to use, sell, develop,
market and distribute products using its proprietary, patented technology for
consumer oral care, food processing, animal hygiene, and cosmetic products.
Pursuant to the License Agreement, Tasker has agreed to make royalty payments to
pHarlo based on product sales and has issued warrants to pHarlo 's stockholders
to purchase an aggregate of 300,000 shares of Tasker's common stock. In
conjunction with the License Agreement, Tasker entered into a Production
Agreement with Indian River Labs, Inc., a privately held manufacturing
corporation affiliated with pHarlo. Indian River will manufacture and sell to
Tasker concentrates for the products licensed by pHarlo. Additionally, Tasker
has loaned pHarlo $100,000 pursuant to a Loan Agreement in which Tasker agreed
to loan up to $200,000 to finance a production facility to produce the licensed
products. Pursuant to the terms of the Loan Agreement, the principal and
interest on the notes evidencing the loan will be repaid in equal monthly
installments commencing July 1, 2003, with the last payment due October l, 2012.

      The proprietary technology - pHarlo - creates an environment in which
hydrogen protons attach to a single copper ion, suspending the copper ion
indefinitely in a liquid state. In this state of suspension, copper interferes
with the cellular growth of both anaerobic and facultative organisms by
interfering with the bacteria's respiration. The solution uses only ingredients
that are currently on the Federal GRAS (Generally Regarded As Safe) list.

      Tasker has also entered into a Partnership Agreement with Wynn Star
Specialty Flavors LLC, a leading supplier of culinary ingredients and technology
to the food industry, to market Tasker's licensed technology to the poultry
processing industry. Under the terms of the Partnership Agreement, Wynn Starr
will use its extensive relationships in the poultry processing industry to
market Tasker's licensed technology in consideration for the right to produce
the final product to be supplied to the consumer using the concentrated solution
manufactured by Indian River. To further support its initiative, Tasker has
applied for United States Department of Agriculture (USDA) approval for its
products use in poultry processing. An initial study of Tasker's technology by
the University of Georgia's Department of Poultry Science thoroughly supported
its efficacy in eliminating bacteria during the scalding treatment of poultry
processing. Reductions and eliminations were observed in Salmonella typhimurium,
Listeria monocytogenes, Staphylococcus aureus, E coli, Shewanella putrefaciens
and Pseudomonas fluorescens. Tasker has engaged the University of Georgia's
Department of Poultry Science to conduct a quantitative validation of its
technology for use in poultry processing, which will be submitted to the USDA
and is expected to complete its application for approval.

      Over the last several months, Tasker conducted various consumer market
studies to rebrand its oral care product. Tasker plans to reintroduce its oral
care product under the new name of "Close Call(TM)" over the next few months.
Close Call(TM) will be marketed as the world's first clinically proven
anti-microbial oral hygiene breath drink that eliminates odors from tobacco,
garlic, onion and alcohol and removes germs and bacteria that cause bad breadth.

      Our principal offices are located at 100 Mill Plain Rd., 06811, and our
telephone number is (203) 546-3555. We are a NevadaNevada corporation.

                                       6
THIS OFFERING
Shares of common stock outstanding prior to this offering.................... 47,990,813 as of December 3, 2004

Shares offered in this prospectus............................................ 6,233,327

Total shares outstanding after this offering ................................ 54,090,808

Use of proceeds...............................................................We will not receive any
                                                                              proceeds from the sale of the
                                                                              shares of common stock offered
                                                                              in this prospectus.
7
RISK FACTORS

      Investment in our common stock involves a high degree of risk. You should
consider the following discussion of risks as well as other information in this
prospectus. The risks and uncertainties described below are not the only ones.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed. In such case, the
trading price of our common stock could decline.

      Except for historical information, the information contained in this
prospectus are "forward-looking" statements about our expected future business
and performance. Our actual operating results and financial performance may
prove to be very different from what we might have predicted as of the date of
this prospectus.

              RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS

WE MAY NEVER BECOME PROFITABLE AND CONTINUE AS A GOING CONCERN BECAUSE WE HAVE
HAD LOSSES SINCE OUR INCEPTION.

We may never become profitable and continue as a going concern because we have
incurred losses and experienced negative operating cash flow since our
formation. For our fiscal years ended December 31, 2003 and 2002, we had a net
loss of ($607,080) and ($761,252), respectively. For the period ending September
30, 2004, we had a net loss of ($1,799,717). We expect to continue to incur
significant expenses. Our operating expenses have been and may continue to
outpace revenues and result in significant losses in the near term. We may never
be able to reduce these losses, which will require us to seek additional debt or
equity financing, and, if such financing is available, you may experience
significant additional dilution.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated March 24, 2004, our independent auditors have expressed
doubt about our ability to continue as a going concern in our financial
statements for the year ended December 31, 2003 and 2002. Our ability to
continue as a going concern is an issue raised as a result of recurring losses
from operations, a stockholders' deficit, and requirement for a significant
amount of capital financing to proceed with our business plan. Our ability to
continue as a going concern is subject to our ability to generate a profit
and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales or
obtaining loans and grants from various financial institutions where possible.
The going concern qualification in the auditor's report increases the difficulty
in meeting such goals and there can be no assurances that such methods will
prove successful.

WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT OBTAIN ADEQUATE FUNDING.

We currently have no legally binding commitments with any third partyies to
obtain any material amount of additional equity or debt financing. We need
immediate funds and may not be able to obtain or any additional financing in the
amounts or at the times that we may require the financing or, if we do obtain
any financing, that it would be on acceptable terms because of the following:

      -     we have no assets to pledge as security for the loan

      -     we are in poor financial condition

      -     we maybe viewed as a high market risk

As a result, we may not have adequate capital to implement future expansions,
maintain our current levels of operation or to pursue strategic acquisitions.
Our failure to obtain sufficient additional financing could result in the delay
or abandonment of some or all of our development, expansion and expenditures,
which could harm our business and the value of our common stock.

                                       8
OUR BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL
FUNDING.

Our business operations will be harmed if we are unable to obtain additional
funding. We believe that our available short-term assets and investment income
will be sufficient to meet our operating expenses and capital expenditures
through the end of fiscal year 2004. We do not know if additional financing will
be available when and if needed, or if it is available, if it will be available
on acceptable terms. Insufficient funds may prevent us from implementing our
business strategy or may require us to delay, scale back or eliminate certain
opportunities for the provision of our technology and products.

                RISKS RELATING TO OUR CURRENT FINANCING AGREEMENT

THE ISSUANCE OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES AND
EXERCISE OF WARRANTS MAY RESULT IN SUBSTANTIAL DILUTION TO THE INTERESTS OF
OTHER STOCKHOLDERS SINCE THE SELLING STOCKHOLDER MAY ULTIMATELY CONVERT AND SELL
THE FULL AMOUNT ISSUABLE ON CONVERSION.

The issuance of shares upon conversion of the convertible debentures and
exercise of warrants may result in substantial dilution to the interests of
other stockholders since the selling stockholder may ultimately convert and sell
the full amount issuable on conversion. Although the selling stockholder may not
convert its convertible note and/or exercise their warrants if such conversion
or exercise would cause them to own more than 4.99% of our outstanding common
stock, this restriction does not prevent the selling stockholder from converting
and/or exercising some of their holdings, selling our common stock issued in
such conversion and/or exercise, and then converting more of their holdings. In
this way, the selling stockholder could sell more than 4.99% of our outstanding
common stock while never holding more than this limit.

THE CONVERSION PRICE OF OUR CONVERTIBLE DEBENTURES MAY ENCOURAGE INVESTORS TO
MAKE SHORT SALES IN OUR COMMON STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON
THE PRICE OF OUR COMMON STOCK.

The convertible debentures are convertible into shares of our common stock at
fix prices of $0.20 and $0.05. The significant downward pressure on the price of
the common stock as the selling stockholder converts and sells material amounts
of common stock could encourage short sales by investors. This could place
further downward pressure on the price of the common stock. In addition, not
only the sale of shares issued upon conversion or exercise of debentures,
warrants and options, but also the mere perception that these sales could occur,
may lower the market price of the common stock.

                       RISKS RELATING TO OUR COMMON STOCK

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE BECAUSE THERE ARE A LARGE
NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, AND WARRANTS THAT MAY BE
AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET
PRICE.

The market price of our common stock may decline because there are a large
number of shares underlying our convertible debentures, and warrants that may be
available for future sale, and the sale of these shares may depress the market
price. As of December 3, 2004, we had approximately 47 million shares of common
stock issued and outstanding and convertible debentures outstanding that may be
converted into an estimated 6.3 million shares of common stock and outstanding
options, warrants and convertible debentures to purchase up to 17.8 million
shares of common stock. All of the shares included in this prospectus may be
sold without restriction. The sale of these shares may adversely affect the
market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

                                       9
o     that a broker or dealer approve a person's account for transactions in
      penny stocks; and

o     the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

o     obtain financial information and investment experience objectives of the
      person; and

o     make a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form:

o     sets forth the basis on which the broker or dealer made the suitability
      determination; and

o     that the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.

                                       10
SELLING STOCKHOLDERS

      The table below sets forth information concerning the resale of the shares
of common stock by the selling stockholders. We will not receive any proceeds
from the resale of the common stock by the selling stockholders. We will receive
proceeds from the exercise of the warrants

            The following table also sets forth the name of each person who is
      offering the resale of shares of common stock by this prospectus, the
      number of shares of common stock beneficially owned by each person, the
      number of shares of common stock that may be sold in this offering and the
      number of shares of common stock each person will own after the offering,
      assuming they sell all of the shares offered.
SHARES BENEFICIALLY OWNED                         SHARES BENEFICIALLY OWNED
                             --------------------------                         -------------------------
                               PRIOR TO THE OFFERING                               AFTER THE OFFERING
                                                              TOTAL SHARES
     NAME                       NUMBER          PERCENT        OFFERED (1)       NUMBER           PERCENT
-----------------             ------------      -------       -------------     ---------         -------
Robert P. Appleby             2,249,999(2)       4.47%          1,249,999       1,000,000           2.04%
James Burns                   2,249,999(2)       4.47%          1,249,999       1,000,000           2.04%
Arthur Bergeron               1,000,000(3)       2.04%          1,000,000              --             --
Gordon Davis                    333,333(4)         *              333,333              --             --
Barbara Longchamp               333,333(4)         *              333,333              --             --
James R. Collins                333,333(4)         *              333,333              --             --
Dennis Smithyman                333,333(4)         *              333,333              --             --
Robert Jenkins                  333,333(4)         *              333,333              --             --
Michael Hu                      200,000            *              200,000              --             --
Maurizio Grande                 200,000            *              200,000              --             --
David Creasey                   166,666(5)         *              166,666              --             --
David Dickinson                 166,666(5)         *              166,666              --             --
Esther Dong                     133,333(6)         *              133,333
Steven Zavagli                  100,000            *              100,000              --             --
Stephanie Gilbey                100,000            *              100,000              --             --
                                                                6,233,327
* Less than one percent.

      The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days.

      (1)   Represents shares underlying option that are exercisable at $0.25
            per share.

      (2)   Does not include 750,001 shares underlying options, which are not
            currently vested.

      (3)   Does not include 1,000,000 shares underlying options, which are not
            currently vested.

      (4)   Does not include 666,667 shares underlying options, which are not
            currently vested.

      (5)   Does not include 333,334 shares underlying options, which are not
            currently vested.

      (6)   Represents shares underlying options exercisable at $1.75 per share.
            Does not include 266,667 shares underlying options, which are not
            currently vested.

                                       11
PLAN OF DISTRIBUTION

      Sales of the shares may be effected by or for the account of the selling
stockholders from time to time in transactions (which may include block
transactions) on The Over-The-Counter Bulletin Board, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter sell the
shares from time to time in transactions (which may include block transactions)
on The Over-The-Counter Bulletin Board, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

      The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933.

      We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

      We have agreed to indemnify the selling stockholders, or their transferees
or assignees, against certain liabilities, including liabilities under the
Securities Act of 1933 or to contribute to payments the selling stockholders or
their respective pledgees, donees, transferees or other successors in interest,
may be required to make in respect thereof.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of common stock offered hereby will be passed
upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of
the Americas, 21st Floor, New York, NY 10018.

                      INFORMATION INCORPORATED BY REFERENCE

      The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

We incorporate by reference the document listed below:

o     Our annual report on Form 10-KSB for the year ended December 31, 2003,
      filed with the SEC on April 12, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending September 30,
      2004, filed with the SEC on November 15, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending March 31, 2004,
      filed with the SEC on May 17, 2004 (File No. 000-32019);

                                       12
o     Our quarterly report on Form 10-QSB for the period ending June 30, 2004,
      filed with the SEC on August 16, 2004 (File No. 000-32019); and

o     Our current reports on Form 8-K for the past fiscal year (File No.
      000-32019).

A copy of our above-mentioned reports are being delivered with this prospectus.
You may request additional copies of these filings at no cost, by writing or
telephoning us at the following address or phone number:

Tasker Capital Corp.
100 Mill Plain Rd.
Danbury, CT 06811
Attention: President
(203) 546-3555

     DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                  LIABILITIES

      TaskerTasker Articles of Incorporation, as amended, provide to the fullest
extent permitted by Nevada law, a director or officer of Tasker shall not be
personally liable to Tasker or its shareholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of Tasker
Articles of Incorporation, as amended, is to eliminate the right of Tasker and
its shareholders (through shareholders' derivative suits on behalf of Tasker) to
recover damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except under certain situations defined by statute.
Tasker believes that the indemnification provisions in its Articles of
Incorporation, as amended, are necessary to attract and retain qualified persons
as directors and officers.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to its directors, officers and controlling persons pursuant
to the foregoing provisions or otherwise, Tasker has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                     ADDITIONAL INFORMATION AVAILABLE TO YOU

      This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549, You can obtain copies from the public reference room of
the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, upon payment of certain
fees. You can call the SEC at 1-800-732-0330 for further information about the
public reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is listed on The Over-The-Counter
Bulletin Board.

      No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.

                                       13
------------------------
                        6,233,327 SHARES OF COMMON STOCK
                            ------------------------
                                   PROSPECTUS
                                 ---------------

                                December 6, 2004
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act"), is not required to be filed with the Securities
and Exchange Commission and is omitted from this registration statement in
accordance with the explanatory note to Part I of Form S-8 and Rule 428 of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

o     Our annual report on Form 10-KSB for the year ended December 31, 2003,
      filed with the SEC on April 12, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending September 30,
      2004, filed with the SEC on November 15, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending March 31, 2004,
      filed with the SEC on May 17, 2004 (File No. 000-32019);

o     Our quarterly report on Form 10-QSB for the period ending June 30, 2004,
      filed with the SEC on August 16, 2004 (File No. 000-32019); and

o     Our current reports on Form 8-K for the past fiscal year (File No.
      000-32019).

ITEM 4. DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares of common stock offered hereby will be passed
upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of
Americas, 21st flr., New York, NY 10018.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

      EXHIBIT
      NUMBER    EXHIBIT

      5.1       Opinion of Sichenzia Ross Friedman Ference LLP

      23.1      Consent of Sichenzia Ross Friedman Ference LLP is contained
                in Exhibit 5.1

      23.2      Consent of Accountants

      24.1      Power of Attorney (included in the Signature Page)
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:

            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;

            (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.

      (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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Tasker Capital Corp., 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 Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Danbury, State of
Connecticut on the 6th day of December 2004.

                                       TASKER CAPITAL CORP.

                                       Name:  /s/ Robert P. Appleby
                                             -----------------------------------
                                       Title: President, Chief Executive Officer
                                              and Acting Chief Financial Officer

                                POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert P.
Appleby his or her true and lawful attorney in fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post effective amendments) to the Registration Statement, and to sign any
registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-2 has been signed below by the following persons in the
capacities and on the dates indicated:

         SIGNATURE                        TITLE                    DATE
----------------------------  -----------------------------  -------------------

By: /s/ Robert P. Appleby         President, Chief
   -----------------------     Executive Officer, Acting      December 6, 2004
    Robert P. Appleby           Chief Financial Officer
                                     and Director

By: /s/ Gordon Davis
   -----------------------
    Gordon Davis                        Director             December 6, 2004

By: /s/ James Burns
   -----------------------
    James Burns                         Director             December 6, 2004
EXHIBIT
      NUMBER      EXHIBIT

      5.1         Opinion of Sichenzia Ross Friedman Ference LLP

      23.1        Consent of Sichenzia Ross Friedman Ference LLP is contained
                  in Exhibit 5.1.

      23.2        Consent of Auditors

      24.1        Power of Attorney (included in the Signature Page).