<PAGE>
As filed with the Securities and Exchange Commission on May 13, 2002.

                                                     Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                      THE MAJOR AUTOMOTIVE COMPANIES, INC.
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                                           <C>
             NEVADA                                               11-3292094
    (State or other jurisdic-                                  (I.R.S. Employer
      tion of incorporation                                   Identification No.)
         or organization)
</TABLE>

                            43-40 NORTHERN BOULEVARD
                        LONG ISLAND CITY, NEW YORK 11101
                    (Address of principal executive offices)


                     CONSULTING AGREEMENT AND MUTUAL RELEASE
                   AND SETTLEMENT AGREEMENT WITH RONALD SHAPSS
                            (Full title of the plan)


                                  BRUCE BENDELL
    CHAIRMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHIEF OPERATING OFFICER
                      THE MAJOR AUTOMOTIVE COMPANIES, INC.
                            43-40 NORTHERN BOULEVARD
                        LONG ISLAND CITY, NEW YORK 11101
                                 (718) 937-3700
                      (Name, address and telephone number,
                   including area code, of agent for service)


                                    Copy to:
                              Murray L. Skala, Esq.
           Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP
                              750 Lexington Avenue
                            New York, New York 10022

        Approximate date of commencement of proposed sale to the public:
                           FROM TIME TO TIME AFTER THE
                    REGISTRATION STATEMENT BECOMES EFFECTIVE.
<PAGE>
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                          PROPOSED     PROPOSED
 TITLE OF EACH CLASS     AMOUNT TO BE     OFFERING    AGGREGATE    AMOUNT OF
 OF SECURITIES BEING      REGISTERED     PRICE PER     OFFERING   REGISTRATION
      REGISTERED                        SECURITY (1)   PRICE(1)     FEE (1)
--------------------------------------------------------------------------------
<S>                    <C>              <C>           <C>         <C>
Common Stock, par
value $.01 per share   225,000 Shares   $1.425(2)   $320,625     $30.00
</TABLE>


(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457.

(2)  Represents the average of the high and low sales prices of the Common Stock
     for May 9, 2002 as reported by the Nasdaq National Market.
<PAGE>
                      THE MAJOR AUTOMOTIVE COMPANIES, INC.

                         225,000 SHARES OF COMMON STOCK


      This prospectus covers 225,000 shares of common stock, par value $.01 per
share, for sale by our shareholders. Our common stock is traded on the Nasdaq
National Market System under the symbol "MAJR." On May 9, 2002, the last
reported sales price of the common stock was $1.40.





                    SEE "RISK FACTORS" BEGINNING ON PAGE 4
                         FOR INFORMATION THAT SHOULD BE
                      CONSIDERED BY PROSPECTIVE INVESTORS.





          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.



                 THE DATE OF THIS PROSPECTUS IS May 13, 2002


                                       1
<PAGE>
      In this prospectus, references to the "Company," "Major," "we,""us" and
"our" refer to The Major Automotive Companies, Inc.



                                    TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          Page

<S>                                                                       <C>
Prospectus Summary....................................................     3
Risk Factors..........................................................     4
Disclosure Regarding Forward-Looking Statements.......................    16
Use of Proceeds.......................................................    16
Selling Shareholders..................................................    16
Plan of Distribution..................................................    17
Incorporation of Certain Information by Reference.....................    17
Legal Matters.........................................................    18
Experts...............................................................    18
Disclosure of Commission Position on Indemnification
   for Securities Act Liabilities.....................................    18
Where You Can Find More Information...................................    19
</TABLE>


                                       2
<PAGE>
      PROSPECTUS SUMMARY

      All of the information in this summary is qualified in its entirety by the
more detailed information appearing elsewhere in this prospectus, including
information under "Risk Factors."

                      THE MAJOR AUTOMOTIVE COMPANIES, INC.


      We were organized in 1995 under the laws of the State of Nevada as
Fidelity Holdings, Inc. We changed our name to The Major Automotive Companies,
Inc. in 2001. Our executive offices are located at 43-40 Northern Boulevard,
Long Island City, New York 11101, and our telephone number is (718) 937-3700.


                                  THE OFFERING


<TABLE>
<S>                                       <C>
Securities offered                        225,000 shares of common stock

Sellers                                   The shares are being offered by our
                                          shareholders and not by us.

Offering prices                           Prices then available on the Nasdaq
                                          National Market or in individually
                                          negotiated transactions.

Common stock to be outstanding
  after the offering                      9,330,371 shares

Use of proceeds                           We will not receive any proceeds from
                                          the sale of the shares.

Risk factors                              An investment in the shares involves a high
                                          degree of risk.  See "Risk Factors."

Nasdaq National Market
  trading symbol                          "MAJR"
</TABLE>

-----------


                                       3
<PAGE>
                                  RISK FACTORS


      The purchase of the shares involves a high degree of risk, including, but
not necessarily limited to, the risks described below. Before purchasing the
shares, you should consider carefully the general investment risks enumerated
elsewhere in this prospectus and the following risk factors, as well as the
other information contained in this prospectus.


AUTOMOBILE MANUFACTURERS EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS AND WE
ARE DEPENDENT ON THEM TO OPERATE OUR BUSINESS.

      Like other franchised new vehicle dealers, we are significantly dependent
upon our relationships with, and the success of, the manufacturers with which we
have franchised dealerships. We are also dependent on the manufacturers to
provide us with an inventory of new vehicles. The most popular vehicles tend to
provide us with the highest profit margin and are the most difficult to obtain
from the manufacturers. In order to obtain sufficient quantities of these
vehicles, we may be required to purchase a larger number of less desirable makes
and models than we would otherwise purchase. Sales of less desirable makes and
models may result in lower profit margins than sales of more popular vehicles.
If we are unable to obtain sufficient quantities of the most popular makes and
models, our profitability may be adversely affected. The Company may become
dependent on additional manufacturers in the future as a result of its
acquisition strategy and changes in the Company's sales mix.

      As is typical of franchised new vehicle dealers, the success of our
franchises depend to a great extent on the success of the respective
manufacturers. Our success will, therefore, be linked to many factors affecting
the manufacturers such as:

      -     financial condition;

      -     marketing strategy;

      -     vehicle demand;

      -     production capabilities;

      -     management;

      -     events such as labor strikes; and

      -     negative publicity, including safety recalls of a particular vehicle
            model.

      To a certain extent, our dealerships also depend on the manufacturers for
sales incentives, warranties and other programs that are intended to promote and
support new vehicle sales by our dealerships. Some of these programs include
customer rebates on new vehicles, dealer incentives on new vehicles, special
financing or leasing terms, warranties on new and used vehicles and sponsorship
of used vehicle sales by authorized new vehicle dealers. Manufacturers have
historically made many changes to their incentive programs during each year. A
reduction or discontinuation of a manufacturer's incentive programs could
adversely affect our new vehicle sales volume and our profitability.

OUR FRANCHISE AGREEMENTS CONTAIN GEOGRAPHIC AND OTHER RESTRICTIONS WHICH COULD
LIMIT OUR FUTURE GROWTH.


                                       4
<PAGE>
      Our franchise agreements with the manufacturers, like those of other
franchised new vehicle dealers, do not grant us the exclusive right to sell that
manufacturer's vehicles within a given geographical area. Accordingly, a
manufacturer could grant another dealer a franchise to start a new dealership or
permit an existing dealer to relocate to a geographic location that would be
directly competitive with us. Such an event could have a material adverse effect
on our business, financial condition and results of operations. Historically,
manufacturers have exercised significant control over dealerships through the
terms and conditions of the franchise agreements pursuant to which our
dealerships operate. These franchise agreements restrict dealerships to specific
locations and retain for the manufacturers approval rights over changes in the
dealerships' ownership and management. Our ability to expand through the
acquisition of new dealerships requires the consent of the manufacturers. To
date, our acquisitions have been approved and we have not been materially
adversely affected by other limitations imposed by the manufacturers. However,
there can be no assurance that in the future we will be able to obtain necessary
approvals on acceptable terms or that we will not be materially adversely
affected by other limitations.

      The franchise agreements between us and the manufacturers are for fixed
terms with no renewal obligation on the part of the manufacturers and permit the
manufacturers to terminate the agreements for a variety of causes. Each of these
agreements includes provisions for the termination or non-renewal of the
manufacturer-dealer relationship for a variety of causes including any
unapproved change of ownership or management and other material breaches of the
franchise agreement. We believe that we have been and continue to be in material
compliance with the terms of our franchise agreements. While none of the
manufacturers have terminated or failed to renew our franchise agreements, any
such termination or failure to renew could have a material adverse effect on us
and our business, financial condition and results of operations.

THE AUTOMOBILE INDUSTRY IS A MATURE INDUSTRY WITH LIMITED GROWTH POTENTIAL IN
NEW VEHICLE SALES AND AUTOMOBILE SALES ARE CYCLICAL AND SUBJECT TO DOWNTURNS.

      The United States automobile industry is generally considered to be a
mature industry in which minimal growth is expected in unit sales of new
vehicles. In addition, the market for automobiles, particularly new vehicles, is
subject to substantial cyclical variation and has experienced significant
downturns characterized by oversupply and weak demand. Many factors affect the
automobile industry, including:

      -     general and local economic conditions;

      -     taxes;

      -     consumer confidence;

      -     interest rates;

      -     credit availability; and

      -     the level of personal discretionary income.

      Although we believe that our access to new and used vehicles over a wide
range of price points provides us some measure of stability in a potentially
cyclical market, a material decrease in vehicle sales from the historical level
of vehicle sales achieved by us would materially adversely affect our business,
financial condition and results of operations.

THE AUTOMOTIVE INDUSTRY IS SUBJECT TO SEASONAL VARIATIONS.

      The automobile industry is subject to seasonal variations in revenues.
Demand for vehicles is generally lower during the winter months than in other
seasons, particularly in regions of the United States which experience
potentially severe winters. Accordingly, revenues and operating results may be
lower in our first and fourth quarters


                                       5
<PAGE>
than in our second and third quarters.

IMPORTED PRODUCTS MAY AFFECT OUR OPERATIONS.

      A portion of our new vehicle business involves the sale of vehicles, parts
or vehicles composed of parts that are manufactured outside the United States.
As a result, our operations will be subject to customary risks of importing
merchandise, including fluctuations in the value of currencies, import duties,
exchange controls, trade restrictions, work stoppages and general political and
economic conditions in foreign countries. The United States or the countries
from which our products are imported may, from time to time, impose new quotas,
duties, tariffs or other restrictions, or adjust presently prevailing quotas,
duties or tariffs, which could affect our operations and our ability to purchase
imported vehicles and/or parts.

OUR AUTOMOBILE OPERATIONS ARE GEOGRAPHICALLY CONCENTRATED AND SUBJECT TO LOCAL
ECONOMIC CONDITIONS.

      All of the dealerships we have acquired are located in the greater New
York metropolitan area. As a result, our results of operations will depend
substantially on general economic conditions and consumer spending habits and
preferences in the New York metropolitan area, as well as various other factors,
such as tax rates and applicable state and local regulation. There can be no
assurance that we will be able to adequately insulate ourselves from the adverse
effects of local or regional economic conditions.

OUR FUTURE OPERATING RESULTS WILL BE DIRECTLY RELATED TO THE AVAILABILITY AND
COST OF CAPITAL TO US.

      The principal sources of financing for new and used automobile inventories
have historically been lines of credit from commercial lenders and other
financial institutions and from cash generated from operations. During 2001, we
were notified by Chrysler Financing Company, LLC ("CFC") that it was terminating
its financing. Although we successfully replaced CFC, there can be no assurance
that we will be able to continue to obtain capital for our current or expanded
operations on terms and conditions that are acceptable to us.

      If we choose to pursue growth through the acquisition of additional
dealerships, it will require substantial capital. In such case, expansion and
new acquisitions may involve cash, the need to incur debt or the need to issue
equity securities, which could have a dilutive effect on our then outstanding
capital stock. We may seek to obtain funds through borrowings from institutions
or by the public or private sale of our securities. There can be no assurance
that we will be able to obtain capital to finance our growth on terms and
conditions acceptable to us.

RISKS ASSOCIATED WITH EXPANSION MAY HINDER OUR ABILITY TO INCREASE REVENUES AND
EARNINGS.

      Our future growth may depend, in part, on our ability to acquire
additional automobile dealerships. If we pursue such a strategy of acquiring
additional dealerships, we would face risks commonly encountered with growth
through acquisitions. These risks include:

      -     incurring significantly higher capital expenditures and operating
            expenses;

      -     failing to assimilate the operations and personnel of the acquired
            dealerships;

      -     disrupting our ongoing business;

      -     dissipating our limited management resources;

      -     failing to maintain uniform standards, controls and policies;


                                       6
<PAGE>
      -     impairing relationships with employees and customers as a result of
            changes in management; and

      -     diluting ownership percentages of our current and future
            shareholders.

      There can be no assurance that we will be successful in overcoming these
risks or any other problems encountered with such acquisitions. In addition,
acquiring additional dealerships could have a significant impact on our
financial condition and could cause substantial fluctuations in our quarterly
and annual operating results. Acquisitions could result in significant goodwill
and intangible assets, which have to be evaluated on a regular basis for
impairment. Should any such impairment exist, the asset will have to be written
down to its fair value, which could result in substantial charges to us that
would reduce stated earnings, if any.

THERE EXIST RISKS RELATING TO THE FAILURE TO MEET MANUFACTURER CSI SCORES.

      Many manufacturers attempt to measure customers' satisfaction with
automobile dealerships through a CSI, or customer satisfaction index, rating
system. These manufacturers may use a dealership's CSI scores as a factor in
evaluating applications for additional dealership acquisitions and participation
by a dealership in incentive programs. The dealerships operated by us currently
meet or exceed their manufacturers' CSI standards. However, there can be no
assurance that either our dealerships or other subsequently acquired dealerships
will continue to meet such standards. Moreover, from time to time, the
components of the various manufacturer CSI scores have been modified and there
is no assurance that such components will not be further modified or replaced by
different systems in the future, which make it more difficult for our
dealerships to meet such standards.

THE LOSS OF KEY PERSONNEL AND OUR LIMITED MANAGEMENT AND PERSONNEL RESOURCES
COULD ADVERSELY AFFECT OUR OPERATIONS AND GROWTH.

      Our future success will depend to a significant extent on key personnel
and on the continued services of our senior management and other key personnel,
particularly Bruce Bendell, our President, Chief Executive Officer and Chairman
of the Board, and his brother, Harold Bendell. The loss of the services of these
employees or certain other key employees, are likely have a material adverse
effect on our business. Bruce Bendell and Harold Bendell are currently employed
at will, subject, in the case of Bruce Bendell, to certain post-employment
compensation arrangements in the event of termination prior to June 30, 2004. We
do not maintain "key person" life insurance for any of our personnel. Our future
success will depend on our continuing ability to attract, retain and motivate
other highly skilled employees. Competition for such personnel in our industry
is intense. We may be unable to retain our key employees or attract, assimilate
or retain other highly qualified employees in the future. If we do not succeed
in attracting new personnel or retaining and motivating our current personnel,
our business, financial condition and operations may be adversely affected.

POTENTIAL CONFLICTS OF INTEREST BETWEEN US AND OUR MANAGEMENT PERSONNEL COULD
ADVERSELY AFFECT OUR FUTURE PERFORMANCE.

      We have entered into, or contemplate that we may enter into, several
transactions with our Chief Executive Officer and controlling stockholder, Bruce
Bendell, and his brother, Harold Bendell, a senior executive of the Major Dealer
Group. Such transactions include the following:

      -     In 1996, we acquired Major Fleet from the Bendell brothers. In
            exchange, the Bendell brothers received (a) shares of our 1996-Major
            Series of Convertible Preferred Stock, (b) warrants that carry
            registration rights, which have been exercised, and (c) the right to
            manage the operations of the Major Dealer Group's vehicle leasing
            activities pursuant to a management agreement.

      -     We acquired Major Auto from Bruce Bendell and Harold Bendell in May
            1998. Bruce Bendell and Harold Bendell received shares of our
            1997A-Major Automotive Group Series of Preferred Stock in that
            transaction


                                       7
<PAGE>
            and Bruce Bendell has a proxy to vote the 50 shares of the
            1997A-Major Automotive Group Series of Preferred Stock owned by
            Harold Bendell for a seven-year period which commenced on January 7,
            1998. These shares allow the Bendell brothers to elect a majority of
            the directors of Major Auto. The Bendell brothers are also parties
            to a management agreement with Major Auto that gives them control
            over its day-to-day operations. Should we and the Board of Directors
            of Major Auto disagree as to a particular course of action, the
            Board of Directors of Major Auto will be able to take that action
            over our objection. Conflicts could arise between our Board of
            Directors and the Board of Directors of Major Auto as to the
            appropriate course of action to be taken in the future. The
            management agreement does prohibit certain actions from being taken
            without the prior approval of our Board of Directors, including: (i)
            disposition of any of the Major Auto dealerships; (ii) acquisition
            of new dealerships; and (iii) our incurring liability for Major Auto
            indebtedness.

      Should either of the Bendell brothers cease managing the dealerships, the
management agreement provides that ownership of his 1997A-Major Automotive Group
Series of Preferred Stock shares and his management rights under the management
agreement will be automatically transferred to the other, and should both
brothers cease managing the dealerships for any reason, the shares and
management rights will be automatically transferred to a successor manager
designated in a successor addendum to each dealership agreement or, failing such
designation, to a successor manager designated by us (subject to approval by the
applicable manufacturers).

      Moreover, we previously had several purchases of dealerships pending which
involved Bruce Bendell and Harold Bendell. Subsequently, we put on hold our
plans for growth through acquisition and, accordingly, these purchases have been
terminated. However, while we are not seeking dealerships to acquire, if a
particularly attractive opportunity should present itself, we would strongly
consider an acquisition.

CHANGE OF OUR ACQUISITION GROWTH STRATEGY MAY AFFECT OUR OPERATIONS.

      In the past, our strategy for growth was principally focused on expanding
our dealership group through acquisitions of non-performing or underperforming
dealerships in the New York metropolitan area. When this strategy was
formulated, our stock price was relatively attractive and thus, a key component
of the purchase price was our common stock. Since the price of our stock has
significantly declined from its levels at the time our acquisition strategy was
conceived, the use of payment in the form of our common stock as currency in
acquiring automotive dealerships would be extremely dilutive to our
shareholders. Additionally, we believe that the current prices being sought for
dealerships makes their acquisition unattractive, at this time. Consequently, we
have put on hold our plans for growth through acquisition. Instead, we plan to
focus on maximizing revenues and profitability in our existing dealerships.
There can be no assurance our adoption of such a strategy will not adversely
affect our business, financial condition and operations.

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE, AND WE MAY NOT BE ABLE
TO COMPETE EFFECTIVELY, ESPECIALLY AGAINST ESTABLISHED INDUSTRY COMPETITORS WITH
SIGNIFICANTLY GREATER FINANCIAL RESOURCES.

      The automobile dealership business is highly competitive. Our competitors
include:

      -     automobile dealers;

      -     private sellers of used vehicles;

      -     used vehicle dealers;

      -     other franchised dealers;

      -     service center chains; and


                                       8
<PAGE>
      -     independent service and repair shops.

      Gross profit margins on the sale of new vehicles have been decreasing over
the past two decades and the used car market faces increasing competition from
independent leasing companies and from used vehicle "superstores" that may have
inventories that are larger and more varied than ours. Some of our competitors
may be larger, have access to greater financial resources and be capable of
operating on smaller gross margins than we do. There can be no assurance that we
will continue to compete effectively or that manufacturers will not modify the
historical automobile franchise system in a manner that increases competition
among dealers or market and sell their vehicles through other distribution
channels.

GOVERNMENT REGULATION AND ENVIRONMENTAL REGULATION COMPLIANCE COSTS MAY
ADVERSELY AFFECT OUR PROFITABILITY.

      Our operations are subject to various federal, state and local laws and
regulations including those relating to local licensing and consumer protection.
While we believe that we maintain all requisite licenses and permits and that we
are in substantial compliance with all applicable laws and regulations, there
can be no assurance that we will be able to continue to maintain all requisite
licenses and permits or to comply with applicable laws and regulations, and our
failure to do so may have a material adverse effect on our business, financial
condition and results of operations. In addition, the adoption of any new laws
or regulations and the cost to us of complying with any new laws or regulations,
could have a material adverse effect on our business, financial condition and
results of operations.

      In addition, as with automobile dealerships generally, and parts and
service operations in particular, our business involves the use, handling and
contracting for recycling or disposal of hazardous or toxic substances or
wastes, including environmentally sensitive materials such as:

      -     motor oil;

      -     waste motor oil and filters;

      -     transmission fluid;

      -     antifreeze;

      -     freon;

      -     waste paint and lacquer thinner;

      -     batteries;

      -     solvents;

      -     lubricants;

      -     degreasing agents; and

      -     gasoline and diesel fuels.

      Accordingly, we are subject to federal, state and local environmental laws
governing health, environmental quality, and remediation of contamination at
facilities we operate or to which we sends hazardous or toxic substances or
wastes for treatment, recycling or disposal. We believe that we are in material
compliance with all environmental laws and that such compliance will not have a
material adverse effect on our business, financial condition or results of


                                       9
<PAGE>
operations. However, environmental laws are complex and subject to frequent
change. There can be no assurance that compliance with amended, new or more
stringent laws, stricter interpretations of existing laws or the future
discovery of environmentally hazardous conditions will not require material
expenditures by us.

WE FACE RISKS IN OUR INTERNATIONAL OPERATIONS.

      We intend to expand our new and used vehicle purchasing service to foreign
markets by establishing relationships with vehicle dealers and strategic
partners located in certain foreign markets.

      By expanding our operations to various other countries, we may become
subject to laws or treaties that regulate the marketing, distribution and sale
of motor vehicles. In addition, the laws of other countries may impose
licensing, bonding or similar requirements on us as a condition to doing
business therein. In addition, there are certain risks inherent in doing
business in international markets, such as:

      -     changes in political conditions;

      -     regulatory requirements;

      -     potentially weaker intellectual property protections;

      -     tariffs and other trade barriers;

      -     fluctuations in currency exchange rates;

      -     potentially adverse tax consequences;

      -     difficulties in managing or overseeing foreign operations;

      -     seasonal reductions in business activities during summer months in
            Europe and other areas; and

      -     educating consumers and dealers who may be unfamiliar with the
            benefits of online marketing and commerce.

      One or more of such factors may have a material adverse effect on our
current or future international operations and, consequently, on our business,
results of operations and financial condition.

WE FACE RISKS IN CONNECTION WITH LEGAL PROCEEDINGS IN WHICH WE ARE INVOLVED.

      We are subject to a number of lawsuits, many of which have been settled.
While we believe that we have substantial defenses to the asserted claims and
intend to vigorously defend the active suits, judgments against us with respect
to the active actions could have a material adverse effect on our financial
condition.

WE FACE RISKS ASSOCIATED WITH THE SALE OF AUTOMOBILES OVER THE INTERNET.

      Our Internet vehicle purchasing services compete against a variety of
Internet and traditional vehicle purchasing services and automotive brokers. The
market for Internet-based commercial services is fairly new, and competition
among commercial Web sites is expected to increase significantly in the future.
The Internet is characterized by minimal barriers to entry, and new competitors
can launch new Web sites at relatively low cost. To compete successfully over
the Internet, we must significantly increase awareness of our services and brand
name.

      We compete with other entities, which maintain similar commercial Web
sites, including:


                                       10
<PAGE>
      -     Autoweb.com;

      -     Autobytel.com;

      -     Carsdirect.com;

      -     Cendant Membership Service, Inc.'s AutoVantage; and

      -     Microsoft Corporation's Carpoint and Stoneage Corporation.

      Some of these recent market entrants may have greater financial, marketing
and personnel resources and/or lower overhead or sales costs than the Company.
We also compete indirectly against vehicle brokerage firms and affinity programs
offered by several companies, including Costco Wholesale Corporation and
Wal-Mart Stores, Inc. In addition, our major vehicle manufacturers have their
own Web sites and launched online buying services. We also compete with vehicle
insurers, lenders and lessors as well as other dealers that are not part of our
network. Such companies may already maintain or may introduce Web sites, which
compete with ours.

      We cannot assure you that we can compete successfully against current or
future competitors, many of which have substantially more capital, existing
brand recognition, resources and access to additional financing. In addition,
competitive pressures may result in increased marketing costs, decreased Web
site traffic or loss of market share or otherwise may materially and adversely
affect our business, results of operations and financial condition. Further,
there can be no assurance that our strategy will be more effective than the
strategies of our competitors.

THE INTERNET INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE.

      Rapid technological developments, evolving industry standards and consumer
demands, and frequent new product introductions and enhancements characterize
the market for Internet products and services. These market characteristics are
exacerbated by the emerging nature of the market and the fact that many
companies are expected to introduce new Internet products and services in the
near future. Our future success will depend in part on our ability to
continually improve the vehicle purchasing experience, the addition of new and
useful services and content to our Web site, and the performance, features and
reliability of our Web site. In addition, the widespread adoption of developing
multimedia-enabling technologies could require fundamental and costly changes in
our technology and could fundamentally affect the nature, viability and
measurability of Internet-based advertising, which may adversely affect our
business, results of operations and financial condition.

WE COULD FACE LIABILITY FOR INFORMATION RETRIEVED FROM OR TRANSMITTED OVER THE
INTERNET AND LIABILITY FOR PRODUCTS SOLD OVER THE INTERNET.

      We could be exposed to liability with respect to third-party information
that may be accessible through our Web site, or content and materials that may
be posted by consumers through our www.majorworld.com site. Such claims might
assert, among other things, that, by directly or indirectly providing links to
Web sites operated by third parties, we should be liable for copyright or
trademark infringement or other wrongful actions by such third parties through
such Web sites. It is also possible that, if any third-party content information
provided on our Web site contains errors, consumers could make claims against us
for losses incurred in reliance on such information.

      We also may enter into agreements with other companies under which any
revenue that results from the purchase of services through direct links to or
from our Web site is shared. Such arrangements may expose us to additional legal
risks and uncertainties, including local, state, federal and foreign government
regulation and potential liabilities to consumers of these services, even if we
do not provide the services ourselves. There can be no assurances that any
indemnification provided to us in our agreements with these parties, if
available, will be adequate.

      Even to the extent such claims do not result in liability to us, we could
incur significant costs in investigating


                                       11
<PAGE>
and defending against such claims. The imposition on us of potential liability
for information carried on or disseminated through our system could require us
to implement measures to reduce our exposure to such liability, which might
require the expenditure of substantial resources or limit the attractiveness of
our services to consumers, member dealers, automotive-related vendors and
others.

      Our general liability insurance and our communications liability insurance
may not cover all potential claims to which we are exposed and may not be
adequate to indemnify us for all liability that may be imposed. Any imposition
of liability that is not covered by insurance or is in excess of insurance
coverage could have a material adverse effect on our business, results of
operations and financial condition.

WE FACE RISKS ASSOCIATED WITH SECURITY BREACHES INVOLVING CONFIDENTIAL
INFORMATION TRANSMITTED VIA THE INTERNET.

      We rely on technology licensed from third parties that is designed to
facilitate the secure transmission of confidential information. Nevertheless,
our computer infrastructure is potentially vulnerable to physical or electronic
computer break-ins, viruses and similar disruptive problems. A party who is able
to circumvent our security measures could misappropriate proprietary
information, jeopardize the confidential nature of information transmitted over
the Internet or cause interruptions in our operations. Concerns over the
security of Internet transactions and the privacy of users could also inhibit
the growth of the Internet in general, particularly, as a means of conducting
commercial transactions. To the extent that our activities or those of third
party contractors involve the storage and transmission of proprietary
information (such as personal financial information), security breaches could
expose us to a risk of financial loss, litigation and other liabilities. Our
insurance does not currently protect against such losses. Any such security
breach could have a material adverse effect on our business, results of
operations and financial condition.

WE FACE RISKS ASSOCIATED WITH GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES
ASSOCIATED WITH THE INTERNET.

      There are numerous state laws regarding the sale of vehicles. In addition,
government authorities may take the position that state or federal insurance
licensing laws, motor vehicle dealer laws or related consumer protection or
product liability laws apply to aspects of our business. As we introduce new
services and expand our operations to other countries, we will need to comply
with additional licensing and regulatory requirements.

      A number of legislative and regulatory proposals under consideration by
federal, state, local and foreign governmental organizations may lead to laws or
regulations concerning various aspects of the Internet, including, but not
limited to:

      -     online content;

      -     user privacy;

      -     taxation;

      -     access charges;

      -     liability for third-party activities; and

      -     jurisdiction.

      Additionally, it is uncertain as to how existing laws will be applied to
the Internet. The adoption of new laws or the application of existing laws may
decrease the growth in the use of the Internet, which could, in turn, decrease
the demand for our services, increase our cost of doing business or otherwise
have a material adverse effect on our business, results of operations and
financial condition.


                                       12
<PAGE>
      The tax treatment of the Internet and e-commerce is currently unsettled. A
number of proposals have been made at the federal, state and local level and by
certain foreign governments that could impose taxes on the sale of goods and
services and certain other Internet activities. Recently, the Internet Tax
Information Act was signed into law placing a moratorium on new state and local
taxes on Internet commerce. However, we cannot assure you that future laws
imposing taxes or other regulations on commerce over the Internet would not
substantially impair the growth of e-commerce and as a result have a material
adverse effect on our business, results of operations and financial condition.

CONCENTRATION OF VOTING POWER AND ANTI-TAKEOVER PROVISIONS IN OUR CHARTER
DOCUMENTS MAY REDUCE STOCKHOLDER VALUE IN ANY POTENTIAL CHANGE OF CONTROL OF THE
COMPANY.

      Mr. Bruce Bendell is the beneficial owner of approximately 43.7% of our
common stock. In addition, our former President and Chief Executive Officer, Mr.
Doron Cohen, is the beneficial owner of approximately 5.5% of our common stock.
Pursuant to a Separation and Release Agreement with us dated August 8, 2000, Mr.
Cohen is required to take all necessary steps to cause all of these shares to be
voted in accordance with the recommendation of the majority of our Board of
Directors, provided that such majority includes a majority of our non-employee
directors. This concentration of voting power may severely limit the ability of
other of our stockholders to elect directors or influence other corporate
decisions and may, among other things, have the effect of delaying or preventing
a change in control of the Company or preventing our stockholders from realizing
a premium on the sale of their shares upon an acquisition of the Company.

      Our Board of Directors has the authority to issue shares of preferred
stock and to determine the price, rights, preferences and privileges, including
voting rights, of those shares without any further action by our stockholders.
The rights of holders of our common stock will be subject to and may be
adversely affected by the rights of the holders of any preferred stock. Any
future designation and issuance of preferred stock could have the effect of
making it more difficult for a third party to acquire control of the Company. We
are also subject to the provisions of the Nevada Revised Statutes regulating
business combinations, takeovers and control share acquisitions, which also
might hinder or delay a change in control of us. Anti-takeover provisions that
could be included in the preferred stock when designated and issued and the
Nevada statutes can have a depressive effect on the market price of our common
stock and can prevent our stockholders from realizing a premium on the sale of
their shares by discouraging takeover and tender offer bids. In addition, under
our dealer agreement with General Motors, we may be at risk of losing the
Chevrolet franchise if any person or entity acquires 20% or more of our voting
stock without the approval of General Motors.

      Moreover, at our 2000 annual meeting, our Board of Directors and majority
of our shareholders approved amendments to our Articles of Incorporation to
provide for the classification of our Board of Directors into three classes of
directors with staggered terms of office. One class of directors holds office
initially for a term expiring at the 2001 annual meeting; a second class of
directors holds office initially for a term expiring at the 2002 annual meeting;
and a third class of directors holds office initially for a term expiring at the
2003 annual meeting. At each annual meeting following this initial
classification and election, the successors to the class of directors whose
terms expire at that meeting are elected for a term of office to expire at the
third succeeding annual meeting after their election and until their successors
have been duly elected and qualified. This classified board amendment will
significantly extend the time required to effect a change in control of our
Board of Directors and may discourage hostile takeover bids for us. It will take
at least two annual meetings for even a majority of shareholders to effect a
change in control of our Board of Directors, because only a minority of the
directors will be elected at each meeting. The classified board proposal is
designed to assure continuity and stability in our Board of Directors'
leadership and policies. Because of the additional time required to change
control of our Board of Directors, the classified board amendment tends to
perpetuate present management. Without the ability to obtain immediate control
of our Board of Directors, a takeover bidder will not be able to take action to
remove other impediments to its acquisition of us. Because the classified board
amendment increases the amount of time required for a takeover bidder to obtain
control


                                       13
<PAGE>
of us without the cooperation of our Board of Directors, even if the takeover
bidder were to acquire a majority of our outstanding stock, it tends to
discourage certain tender offers, perhaps including some tender offers that
shareholders may feel would be in their best interests. The classified board
proposal also makes it more difficult for the shareholders to change the
composition of our Board of Directors even if the shareholders believe such a
change would be desirable.

      Additionally, at our annual meeting in December 2000, our Board of
Directors and majority of our shareholders approved amendments to our Articles
of Incorporation to increase the number of authorized shares of Common Stock
from 50,000,000 to 100,000,000. The amendment authorized sufficient additional
shares of our Common Stock to provide us with the flexibility to make such
issuances from time to time for any proper purpose approved by our Board of
Directors, including issuances to effect acquisitions or raise capital and
issuances in connection with future stock splits or dividends, without the
necessity of delaying such activities for further stockholder approval except as
may be required in a particular case by our charter documents, applicable law or
the rules of any stock exchange or other system on which our securities may then
be listed. The amendment, however, could have an anti-takeover effect, although
that was not its intention. For example, if we were the subject of a hostile
takeover attempt, we could impede the takeover by issuing shares of our Common
Stock, thereby diluting the voting power of the other outstanding shares and
increasing the potential cost of the takeover. The availability of this
defensive strategy to us could discourage unsolicited takeover attempts, thereby
limiting the opportunity for our stockholders to realize a higher price for
their shares than is generally available in the public markets.

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE.

      Future sales of shares of common stock by existing shareholders under Rule
144 of the Securities Act of 1933, as amended (the "Securities Act") or through
the exercise of outstanding registration rights or the issuance of shares of our
common stock upon the exercise of options or warrants could materially adversely
affect the market price of the common stock and could materially impair our
future ability to raise capital through an offering of equity securities. A
substantial number of shares of our common stock is available for sale pursuant
to certain registration rights and under Rule 144 in the public market or will
become available for sale in the near future and no predictions can be made as
to the effect, if any, that market sales of such shares or the availability of
such shares for future sale will have on the market price of our common stock
prevailing from time to time.

      Holders of our outstanding options and warrants are likely to exercise
them when, in all likelihood, we can obtain additional capital on terms more
favorable than those provided in the options and warrants. Our ability to obtain
additional financing may also be adversely affected by our obligation to
register shares of common stock under the Securities Act. We have filed
registration statements covering the resale of common stock described under
"Business - Recent Developments - Financing Transactions." Castle Trust and
Management Services Limited, as Trustee under the Millennium I Trust created
under that certain Deed of Settlement dated October 2, 1996, has the right (on
an unlimited number of occasions) to require us to register all or any portion
of the common stock, aggregating 147,784 shares, into which the 125,000 shares
of our 1996-Major Series of convertible preferred stock has been converted (the
"1996 Demand Shares"). In addition, Bruce Bendell has the right to require us
(on an unlimited number of occasions) to register all or any portion of the
22,500 shares of common stock underlying a warrant held by him (the "Warrant
Demand Shares"). Further, if we register any shares of common stock, we will
have to offer to include the 1996 Demand Shares, the Warrant Demand Shares and
the 3,471,111 shares of common stock into which the 1997-MAJOR Series of
Convertible Preferred Stock (the "1997 Major Preferred"), issued to Bruce
Bendell in the Major Auto Acquisition, was converted. In October 1999, Mr.
Bendell converted 400,000 shares of 1997 Major Preferred into 360,000 shares of
common stock. In May 2001, he converted an additional 400,000 shares of 1997
Major Preferred into 1,777,778 shares of common stock. In February 2002, Mr.
Bendell converted the balance of his 100,000 shares of 1997 Major Preferred
stock into 1,333,333 shares of common stock.

WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON STOCK.

      We have never paid cash dividends on our common stock. We intend to retain
any future earnings to finance


                                       14
<PAGE>
our growth. In addition, dividends on our common stock are subject to the
preferences for dividends on our preferred stock. Any future dividends will
depend upon our earnings, if any, our financial requirements, and other factors.

WE MAY BE SUBJECT TO THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF
1990.

      The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny stock
and for trades in any stock defined as a penny stock. Unless we can acquire
substantial assets and trade at over $5.00 per share on the bid, it is more
likely than not that our securities, for some period of time, would be defined
under that Act as a "penny stock." As a result, those who trade in our
securities may be required to provide additional information related to their
fitness to trade our shares. Also, there is the requirement of a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. Further, a broker-dealer must provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. These requirements present a substantial burden on any person or
brokerage firm who plans to trade our securities and would thereby make it
unlikely that any liquid trading market would ever result in our securities
while the provisions of this Act might be applicable to those securities.

WE MAY BE SUBJECT TO BLUE SKY COMPLIANCE.

      The trading of penny stock companies may be restricted by the blue sky
laws of several states. We are aware that a number of states currently prohibit
the unrestricted trading of penny stock companies absent the availability of
exemptions, which are in the discretion of the states' securities
administrators. The effect of these states' laws would be to limit the trading
market, if any, for our shares and to make resale of shares acquired by
investors more difficult.

OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ NATIONAL MARKET.

      In November, 2000, we received a letter from Nasdaq advising us that our
common stock had not met Nasdaq's minimum bid price closing requirement for
thirty (30) consecutive trading days and that, if we were unable to demonstrate
compliance with this requirement for ten (10) consecutive trading days during
the ninety (90) calendar days ending February 20, 2001, our common stock would
be de-listed at the opening of business on February 22, 2001. We, however,
applied to Nasdaq for a hearing, and the de-listing was stayed during the
hearing period. The hearing was held on March 22, 2001. As a result of the
hearing, Nasdaq determined to continue listing of our common stock on the Nasdaq
National Market provided that on or before May 4, 2001, we demonstrate a closing
bid price of at least $1.00 per share and, immediately thereafter, a closing bid
price of at least $1.00 per share for a minimum of ten (10) consecutive trading
days. We received an additional letter from Nasdaq on April 20, 2001 notifying
us that we had also not maintained the net tangible assets/market
capitalization/total assets and total revenue requirements, and that we had to
be in compliance by April 26, 2001. We were granted an exception to this
requirement through June 14, 2001. Consequently, in May 2001, in order to comply
with all requirements for continued listing, we changed our name to The Major
Automotive Companies, Inc. and our trading symbol to MAJR and effected a one (1)
for five (5) reverse stock split of our common stock. Subsequently, on May 23,
2001, Nasdaq advised us of compliance with all requirements for continued
listing on the Nasdaq National Market.

      On February 14, 2002, we received another letter from Nasdaq advising us
that our common stock had not maintained a minimum market value of publicly held
traded shares of $5,000,000 and a minimum bid price per share of $1.00. If we
were unable to demonstrate a minimum market value of $5,000,000 or more and a
bid price of our common stock at $1.00 per share or more for a minimum of ten
(10) consecutive at any time before May 15, 2002, our common stock would have
been de-listed. On May 2, 2002, we received notification from Nasdaq indicating
that we were in compliance with its rules. Nevertheless, in the event the bid
price of our common stock again falls below $1.00 per share, we may become
delisted from the Nasdaq National Market. In such event, our common stock


                                       15
<PAGE>
would trade on the OTC Bulletin Board or in the "pink sheets" maintained by the
National Quotation Bureau, Inc. Such alternatives are generally considered to be
less efficient markets, and our stock price, as well as the liquidity of our
common stock, may be adversely impacted as a result.


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When we use words like "intend," "anticipate," "believe,"
"estimate," "plan" or "expect," we are making forward-looking statements. We
believe that the assumptions and expectations reflected in such forward-looking
statements are reasonable, based on information available to us on the date of
this prospectus, but we cannot assure you that these assumptions and
expectations will prove to have been correct or that we will take any action
that we may presently be planning. We have disclosed certain important factors
that could cause our actual results to differ materially from our current
expectations under "Risk Factors" elsewhere in this prospectus. You should
understand that forward-looking statements made in connection with this offering
are necessarily qualified by these factors. We are not undertaking to publicly
update or revise any forward-looking statement if we obtain new information or
upon the occurrence of future events or otherwise.


                                 USE OF PROCEEDS

      We will not receive any proceeds from the sale of shares covered by this
prospectus.


                              SELLING SHAREHOLDERS

      The following table sets forth certain information regarding beneficial
ownership of our common stock as of May 9, 2002 by the selling shareholder. We
believe that the person named in this table has sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by him.

<TABLE>
<CAPTION>
                            AMOUNT AND
                             NATURE OF          SHARES          BENEFICIALLY
NAME OF                     BENEFICIAL        REGISTERED            OWNED
BENEFICIAL OWNER            OWNERSHIP*         FOR SALE          AFTER SALE*
----------------            ----------         --------          -----------
<S>                         <C>               <C>               <C>

Ronald Shapss               225,000 (1)       225,000 (1)             -0-
</TABLE>


-------

*    The number of shares of common stock beneficially owned by a person or
     entity is determined under rules promulgated by the United States
     Securities and Exchange Commission (the "Commission"). Under such rules,
     beneficial ownership includes any shares as to which a person or entity has
     sole or shared voting power or investment power. Included among the shares
     owned by such person are any shares which such person or entity has the
     right to acquire within 60 days after May 9, 2002. The inclusion herein of
     any shares deemed beneficially owned does not constitute an admission of
     beneficial ownership of such shares.

(1)  Includes (i) 175,000 shares issued in the name of and delivered to the
     selling shareholder (the "First Tranche Shares"), and (ii) 50,000 shares
     issued in the name of the selling shareholder, but delivered to counsel for
     the selling shareholder to be held in escrow (the "Second Tranche Shares"),
     all in accordance with the terms of a Mutual Release and Settlement
     Agreement by and between a wholly-owned subsidiary of the selling
     shareholder and the Company. In accordance with such Agreement, the Second
     Tranche Shares will only be delivered to the selling shareholder upon the
     occurrence of certain triggering events listed in Sections 2 and 4 of


                                       16
<PAGE>
such Agreement. A copy of such Agreement is included as an exhibit to the
registration statement of which this prospectus forms a part.

      Except for information in our records and reports filed by the selling
shareholder with us, if any, we have no knowledge of whether the selling
shareholder owns any other shares of our common stock or options or warrants to
purchase shares of our common stock. We believe that the selling shareholder
will not own 1% or more of our outstanding shares if he sells all of the shares
registered for sale.


                              PLAN OF DISTRIBUTION

      We are registering 225,000 shares of our common stock covered by this
prospectus on behalf of the selling shareholder. We will pay the costs and fees
of registering our common stock, but the selling shareholder will pay any
brokerage commissions, discounts or other expenses relating to his sale of his
common stock.

      The selling shareholder may, from time to time, sell all or a portion of
his shares of our common stock on any market upon which the common stock may be
quoted, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices.

      In effecting sales, brokers and dealers engaged by the selling shareholder
may arrange for other brokers or dealers to participate. Brokers and dealers may
receive commissions, discounts or concessions for their services from the
selling shareholder or, if any such broker-dealer acts as agent for the
purchaser of such shares, from such purchaser, in amounts to be negotiated.
These commissions or discounts are not expected to exceed those customary in the
types of transactions involved.

      The selling shareholder and any broker-dealer or agent involved in the
sale or resale of the common stock may qualify as "underwriters" within the
meaning of Section 2(a)(11) of the Act, as amended, and a portion of any
proceeds of sale and the broker-dealers' or agents' commissions, discounts, or
concessions may be deemed to be underwriters' compensation under the Act.

      In addition to selling his common stock under this prospectus, the selling
shareholder may transfer his common stock in other ways not involving market
makers or established trading markets, including directly by gift, distribution,
or other transfer; and the sale of such shares may be made by such transferees
in the public securities markets by delivery of this prospectus to the buyers in
such transactions.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The following documents filed by us with the Commission are incorporated
by reference in this prospectus. Our Commission file number to be used to locate
these documents is 0-29182.

            -     Our Annual Report on Form 10-K for the year ended December 31,
                  2001.

            -     Our Current Report on Form 8-K filed on April 5, 2002.

            -     The description of our common stock set forth in our
                  registration statement on Form 10-SB filed on March 10, 1997,
                  including any amendment or report filed for the purpose of
                  updating such description.


                                       17
<PAGE>
      All documents subsequently filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the termination of this offering, shall be deemed to be incorporated by
reference in this prospectus and to be a part of this prospectus from the date
of filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
prospectus.


                                  LEGAL MATTERS

      The legality of the common stock included in this prospectus has been
passed upon for us by Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine
LLP, New York, New York.


                                     EXPERTS

      Our financial statements, incorporated by reference in this prospectus,
from our Annual Report on Form 10-K for the fiscal year ended December 31, 2001,
have been incorporated herein in reliance on the report of BDO Seidman, LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.


              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

      Under the Nevada Revised Statute, as amended, a director, officer,
employee or agent of a Nevada corporation may be entitled to indemnification by
the corporation under certain circumstances against expenses, judgments, fines
and amounts paid in settlement of claims brought against them by a third person
or by or in right of the corporation.

      We are obligated under our Articles of Incorporation to indemnify any of
our present or former directors who served at our request as a director, officer
or member of another organization against expenses, judgments, fines and amounts
paid in settlement of claims brought against them by a third person or by or in
right of the corporation if such director acted in good faith or in a manner
such director reasonably believed to be in, or not opposed to, our best
interests and, with respect to any criminal action or proceeding, if such
director had no reason to believe his or her conduct was unlawful. However with
respect to any action by or in the right of our Company, the Articles of
Incorporation prohibit indemnification in respect of any claim, issue or matter
as to which such director is adjudged liable for negligence or misconduct in the
performance is his or her duties to us, unless otherwise ordered by the relevant
court. Our Articles of Incorporation also permit us to indemnify other persons
except against gross negligence or willful misconduct.

      We are obligated under our bylaws to indemnify our directors, officers and
other persons who have acted as our representatives at our request to the
fullest extent permitted by applicable law as in effect from time to time,
except for costs, expenses or payments in relation to any matter as to which
such officer, director or representative is finally adjudged derelict in the
performance of his or her duties, unless we have received an opinion from
independent counsel that such person was not so derelict.

      Our indemnification obligations are broad enough to permit indemnification
with respect to liabilities arising under the Act. Insofar as we may otherwise
be permitted to indemnify our directors, officers and


                                       18
<PAGE>
controlling persons against liabilities arising under the Act or otherwise, we
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

      The Nevada Revised Statute, as amended, also permits a corporation to
limit the personal liability of its officers and directors for monetary damages
resulting from a breach of their fiduciary duty to the corporation and its
stockholders. Our Articles of Incorporation limit director liability to the
maximum extent permitted by the Nevada Revised Statute, which presently permits
limitation of director liability except (i) for a director's acts or omissions
that involve intentional misconduct, fraud or a knowing violation of law and
(ii) for a director's willful or grossly negligent violation of a Nevada
statutory provision that imposes personal liability on directors for improper
distributions to stockholders. As a result of the inclusion in our Articles of
Incorporation of this provision, our stockholders may be unable to recover
monetary damages against directors as a result of their breach of their
fiduciary duty to us and our stockholders. This provision does not, however,
affect the availability of equitable remedies, such as injunctions or rescission
based upon a breach of fiduciary duty by a director.

      We maintain a $5 million liability insurance policy for the benefit of our
officers and directors.

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the reporting requirements of the Exchange Act. In
accordance with the Exchange Act, we have and will continue to file reports,
proxy statements and other information with the Commission. Reports and other
information filed by us may be inspected and copied at the public reference
facilities of the Commission in Washington, D.C. Copies of such materials can be
obtained from the Public Reference Room of the Commission, at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains a web site at www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Our common
stock is listed on the Nasdaq National Market and reports and information
concerning Major can also be inspected through such exchange. We intend to
furnish our shareholders with annual reports containing audited financial
statements and such other periodic reports as we deem appropriate or as may be
required by law.

      We will provide without charge to each person who receives this
prospectus, upon written or oral request of such person, a copy of any of the
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference. Such requests should be directed by mail
to Mr. Richard Feinstein, Chief Financial Officer, The Major Automotive
Companies, Inc., 43-40 Northern Boulevard, Long Island City, New York 11101, or
by telephone at (718) 937-3700.

      We have filed with the Commission a registration statement on Form S-8 and
all schedules and exhibits thereto under the Act with respect to the common
stock offered by this prospectus. This prospectus does not contain all of the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to us and this offering, reference is made to
such registration statement, including the exhibits filed therewith, which may
be inspected without charge at the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of the registration statement may
be obtained from the Commission at its principal office upon payment of
prescribed fees. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete and, where the
contract or other document has been filed as an exhibit to the registration
statement, each such statement is qualified in all respects by reference to the
applicable document filed with the Commission.


                                       19
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
prospectus. The Registrant's Commission file number to be used to locate these
documents is 0-29182.


            -     The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2001.


            -     The Registrant's Current Report on Form 8-K filed on April 5,
                  2002.


            -     The description of the Registrant's common stock set forth in
                  its registration statement on Form 10-SB filed on March 10,
                  1997, including any amendment or report filed for the purpose
                  of updating such description.

      All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 7.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Nevada Revised Statute, as amended, a director, officer,
employee or agent of a Nevada corporation may be entitled to indemnification by
the corporation under certain circumstances against expenses, judgments, fines
and amounts paid in settlement of claims brought against them by a third person
or by or in right of the corporation.

      We are obligated under our Articles of Incorporation to indemnify any of
our present or former directors who served at our request as a director, officer
or member of another organization against expenses, judgments, fines and amounts
paid in settlement of claims brought against them by a third person or by or in
right of the corporation if such director acted in good faith or in a manner
such director reasonably believed to be in, or not opposed to, our best
interests and, with respect to any criminal action or proceeding, if such
director had no reason to believe his or her conduct was unlawful. However with
respect to any action by or in the right of our Company, the Articles of
Incorporation prohibit indemnification in respect of any claim, issue or matter
as to which such director is adjudged liable for negligence or misconduct in the
performance is his or her duties to us, unless otherwise ordered by the relevant
court. Our Articles of Incorporation also permit us to indemnify other persons
except against gross negligence or willful misconduct.

      We are obligated under our bylaws to indemnify our directors, officers and
other persons who have acted as our representatives at our request to the
fullest extent permitted by applicable law as in effect from time to


                                       20
<PAGE>
time, except for costs, expenses or payments in relation to any matter as to
which such officer, director or representative is finally adjudged derelict in
the performance of his or her duties, unless we have received an opinion from
independent counsel that such person was not so derelict.

      Our indemnification obligations are broad enough to permit indemnification
with respect to liabilities arising under the Act. Insofar as we may otherwise
be permitted to indemnify our directors, officers and controlling persons
against liabilities arising under the Act or otherwise, we have been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

      The Nevada Revised Statute, as amended, also permits a corporation to
limit the personal liability of its officers and directors for monetary damages
resulting from a breach of their fiduciary duty to the corporation and its
stockholders. Our Articles of Incorporation limit director liability to the
maximum extent permitted by the Nevada Revised Statute, which presently permits
limitation of director liability except (i) for a director's acts or omissions
that involve intentional misconduct, fraud or a knowing violation of law and
(ii) for a director's willful or grossly negligent violation of a Nevada
statutory provision that imposes personal liability on directors for improper
distributions to stockholders. As a result of the inclusion in our Articles of
Incorporation of this provision, our stockholders may be unable to recover
monetary damages against directors as a result of their breach of their
fiduciary duty to us and our stockholders. This provision does not, however,
affect the availability of equitable remedies, such as injunctions or rescission
based upon a breach of fiduciary duty by a director.

      We maintain a $5 million liability insurance policy for the benefit of our
officers and directors.

ITEM 8.     EXHIBITS.

<TABLE>
<CAPTION>
Exhibit Number       Description of Exhibit
--------------       ----------------------

<S>                  <C>
4.1*                 February 18, 1997 Consulting Agreement by and between the
                     Registrant and Ronald Shapss Corporate Services, Inc.

4.2*                 November 5, 2001 Mutual Release and Settlement Agreement by
                     and among the Registrant, Ronald Shapss and Ronald Shapss
                     Corporate Services, Inc.

5*                   Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                     Rhine LLP

23.1*                Consent of BDO Seidman, LLP

23.2*                Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                     Rhine LLP (contained in Exhibit 5)
</TABLE>

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

*     Filed herewith.

ITEM 9.     UNDERTAKINGS.

      The Registrant hereby undertakes:


                                       21
<PAGE>
      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
this registration statement or any material change to such information in this
registration statement.

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

      4. That for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the shares of common stock offered herein, and the offering of such
shares of common stock at that time shall be deemed to be the initial bona fide
offering thereof.

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


                                       22
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Island City and State of New York on the 13th
day of May, 2002.

                                    THE MAJOR AUTOMOTIVE COMPANIES, INC.

                                    By:   /s/ Bruce Bendell
                                          --------------------------------------
                                          Bruce Bendell
                                          Chairman, Chief Executive Officer,
                                           President and Chief Operating Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
       SIGNATURE                        TITLE                       DATE
       ---------                        -----                       ----

<S>                              <C>                           <C>
/s/ Bruce Bendell                Chairman, Chief                  May 13, 2002
---------------------------
Bruce Bendell                    Executive Officer,
                                 President and Chief
                                 Operating Officer
                                 (Principal Executive
                                 Officer)

/s/ Richard L. Feinstein         Chief Financial Officer          May 13, 2002
---------------------------
Richard L. Feinstein             (Principal Financial and
                                 Accounting Officer)

/s/ Steven Nawi                  Director                         May 13, 2002
---------------------------
Steven Nawi

/s/ Jeffrey Weiner               Director                         May 13, 2002
---------------------------
Jeffrey Weiner

                                 Director                         May 13, 2002
---------------------------
David Edelstein
</TABLE>


                                       23
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number              Description of Exhibit
--------------              ----------------------

<S>                   <C>
4.1*                  February 18, 1997 Consulting Agreement by and between the
                      Registrant and Ronald Shapss Corporate Services, Inc.

4.2*                  November 5, 2001 Mutual Release and Settlement Agreement by
                      and among the Registrant, Ronald Shapss and Ronald Shapss
                      Corporate Services, Inc.

5*                    Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                      Rhine LLP

23.1*                 Consent of BDO Seidman, LLP

23.2*                 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                      Rhine LLP (contained in Exhibit 5)
</TABLE>

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

*     Filed herewith.


                                       24
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{"company-data": {"conformed-name": "MAJOR AUTOMOTIVE COMPANIES INC", "cik": "0001009779", "assigned-sic": "5500", "irs-number": "113292094", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88132", "film-number": "02644213"}, "business-address": {"street1": "43-40 NORTHERN BLVD", "city": "LONG ISLAND", "state": "NY", "zip": "11101", "phone": "7185206500"}, "former-company": {"former-conformed-name": "FIDELITY HOLDINGS INC", "date-changed": "19970312"}}
As filed with the Securities and Exchange Commission on May 13, 2002.

                                                     Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      THE MAJOR AUTOMOTIVE COMPANIES, INC.
               (Exact name of issuer as specified in its charter)
NEVADA                                               11-3292094
    (State or other jurisdic-                                  (I.R.S. Employer
      tion of incorporation                                   Identification No.)
         or organization)
43-40 NORTHERN BOULEVARD
                        LONG ISLAND CITY, NEW YORK 11101
                    (Address of principal executive offices)

                     CONSULTING AGREEMENT AND MUTUAL RELEASE
                   AND SETTLEMENT AGREEMENT WITH RONALD SHAPSS
                            (Full title of the plan)

                                  BRUCE BENDELL
    CHAIRMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHIEF OPERATING OFFICER
                      THE MAJOR AUTOMOTIVE COMPANIES, INC.
                            43-40 NORTHERN BOULEVARD
                        LONG ISLAND CITY, NEW YORK 11101
                                 (718) 937-3700
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Murray L. Skala, Esq.
           Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP
                              750 Lexington Avenue
                            New York, New York 10022

        Approximate date of commencement of proposed sale to the public:
                           FROM TIME TO TIME AFTER THE
                    REGISTRATION STATEMENT BECOMES EFFECTIVE.
CALCULATION OF REGISTRATION FEE
PROPOSED     PROPOSED
 TITLE OF EACH CLASS     AMOUNT TO BE     OFFERING    AGGREGATE    AMOUNT OF
 OF SECURITIES BEING      REGISTERED     PRICE PER     OFFERING   REGISTRATION
      REGISTERED                        SECURITY (1)   PRICE(1)     FEE (1)
--------------------------------------------------------------------------------
Common Stock, par
value $.01 per share   225,000 Shares   $1.425(2)   $320,625     $30.00
(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457.

(2)  Represents the average of the high and low sales prices of the Common Stock
     for May 9, 2002 as reported by the Nasdaq National Market.
THE MAJOR AUTOMOTIVE COMPANIES, INC.

                         225,000 SHARES OF COMMON STOCK

      This prospectus covers 225,000 shares of common stock, par value $.01 per
share, for sale by our shareholders. Our common stock is traded on the Nasdaq
National Market System under the symbol "MAJR." On May 9, 2002, the last
reported sales price of the common stock was $1.40.

                    SEE "RISK FACTORS" BEGINNING ON PAGE 4
                         FOR INFORMATION THAT SHOULD BE
                      CONSIDERED BY PROSPECTIVE INVESTORS.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS May 13, 2002

                                       1
In this prospectus, references to the "Company," "Major," "we,""us" and
"our" refer to The Major Automotive Companies, Inc.

                                    TABLE OF CONTENTS
Page
Prospectus Summary....................................................     3
Risk Factors..........................................................     4
Disclosure Regarding Forward-Looking Statements.......................    16
Use of Proceeds.......................................................    16
Selling Shareholders..................................................    16
Plan of Distribution..................................................    17
Incorporation of Certain Information by Reference.....................    17
Legal Matters.........................................................    18
Experts...............................................................    18
Disclosure of Commission Position on Indemnification
   for Securities Act Liabilities.....................................    18
Where You Can Find More Information...................................    19
2
PROSPECTUS SUMMARY

      All of the information in this summary is qualified in its entirety by the
more detailed information appearing elsewhere in this prospectus, including
information under "Risk Factors."

                      THE MAJOR AUTOMOTIVE COMPANIES, INC.

      We were organized in 1995 under the laws of the State of Nevada as
Fidelity Holdings, Inc. We changed our name to The Major Automotive Companies,
Inc. in 2001. Our executive offices are located at 43-40 Northern Boulevard,
Long Island City, New York 11101, and our telephone number is (718) 937-3700.

                                  THE OFFERING
Securities offered                        225,000 shares of common stock

Sellers                                   The shares are being offered by our
                                          shareholders and not by us.

Offering prices                           Prices then available on the Nasdaq
                                          National Market or in individually
                                          negotiated transactions.

Common stock to be outstanding
  after the offering                      9,330,371 shares

Use of proceeds                           We will not receive any proceeds from
                                          the sale of the shares.

Risk factors                              An investment in the shares involves a high
                                          degree of risk.  See "Risk Factors."

Nasdaq National Market
  trading symbol                          "MAJR"
-----------

                                       3
RISK FACTORS

      The purchase of the shares involves a high degree of risk, including, but
not necessarily limited to, the risks described below. Before purchasing the
shares, you should consider carefully the general investment risks enumerated
elsewhere in this prospectus and the following risk factors, as well as the
other information contained in this prospectus.

AUTOMOBILE MANUFACTURERS EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS AND WE
ARE DEPENDENT ON THEM TO OPERATE OUR BUSINESS.

      Like other franchised new vehicle dealers, we are significantly dependent
upon our relationships with, and the success of, the manufacturers with which we
have franchised dealerships. We are also dependent on the manufacturers to
provide us with an inventory of new vehicles. The most popular vehicles tend to
provide us with the highest profit margin and are the most difficult to obtain
from the manufacturers. In order to obtain sufficient quantities of these
vehicles, we may be required to purchase a larger number of less desirable makes
and models than we would otherwise purchase. Sales of less desirable makes and
models may result in lower profit margins than sales of more popular vehicles.
If we are unable to obtain sufficient quantities of the most popular makes and
models, our profitability may be adversely affected. The Company may become
dependent on additional manufacturers in the future as a result of its
acquisition strategy and changes in the Company's sales mix.

      As is typical of franchised new vehicle dealers, the success of our
franchises depend to a great extent on the success of the respective
manufacturers. Our success will, therefore, be linked to many factors affecting
the manufacturers such as:

      -     financial condition;

      -     marketing strategy;

      -     vehicle demand;

      -     production capabilities;

      -     management;

      -     events such as labor strikes; and

      -     negative publicity, including safety recalls of a particular vehicle
            model.

      To a certain extent, our dealerships also depend on the manufacturers for
sales incentives, warranties and other programs that are intended to promote and
support new vehicle sales by our dealerships. Some of these programs include
customer rebates on new vehicles, dealer incentives on new vehicles, special
financing or leasing terms, warranties on new and used vehicles and sponsorship
of used vehicle sales by authorized new vehicle dealers. Manufacturers have
historically made many changes to their incentive programs during each year. A
reduction or discontinuation of a manufacturer's incentive programs could
adversely affect our new vehicle sales volume and our profitability.

OUR FRANCHISE AGREEMENTS CONTAIN GEOGRAPHIC AND OTHER RESTRICTIONS WHICH COULD
LIMIT OUR FUTURE GROWTH.

                                       4
Our franchise agreements with the manufacturers, like those of other
franchised new vehicle dealers, do not grant us the exclusive right to sell that
manufacturer's vehicles within a given geographical area. Accordingly, a
manufacturer could grant another dealer a franchise to start a new dealership or
permit an existing dealer to relocate to a geographic location that would be
directly competitive with us. Such an event could have a material adverse effect
on our business, financial condition and results of operations. Historically,
manufacturers have exercised significant control over dealerships through the
terms and conditions of the franchise agreements pursuant to which our
dealerships operate. These franchise agreements restrict dealerships to specific
locations and retain for the manufacturers approval rights over changes in the
dealerships' ownership and management. Our ability to expand through the
acquisition of new dealerships requires the consent of the manufacturers. To
date, our acquisitions have been approved and we have not been materially
adversely affected by other limitations imposed by the manufacturers. However,
there can be no assurance that in the future we will be able to obtain necessary
approvals on acceptable terms or that we will not be materially adversely
affected by other limitations.

      The franchise agreements between us and the manufacturers are for fixed
terms with no renewal obligation on the part of the manufacturers and permit the
manufacturers to terminate the agreements for a variety of causes. Each of these
agreements includes provisions for the termination or non-renewal of the
manufacturer-dealer relationship for a variety of causes including any
unapproved change of ownership or management and other material breaches of the
franchise agreement. We believe that we have been and continue to be in material
compliance with the terms of our franchise agreements. While none of the
manufacturers have terminated or failed to renew our franchise agreements, any
such termination or failure to renew could have a material adverse effect on us
and our business, financial condition and results of operations.

THE AUTOMOBILE INDUSTRY IS A MATURE INDUSTRY WITH LIMITED GROWTH POTENTIAL IN
NEW VEHICLE SALES AND AUTOMOBILE SALES ARE CYCLICAL AND SUBJECT TO DOWNTURNS.

      The United States automobile industry is generally considered to be a
mature industry in which minimal growth is expected in unit sales of new
vehicles. In addition, the market for automobiles, particularly new vehicles, is
subject to substantial cyclical variation and has experienced significant
downturns characterized by oversupply and weak demand. Many factors affect the
automobile industry, including:

      -     general and local economic conditions;

      -     taxes;

      -     consumer confidence;

      -     interest rates;

      -     credit availability; and

      -     the level of personal discretionary income.

      Although we believe that our access to new and used vehicles over a wide
range of price points provides us some measure of stability in a potentially
cyclical market, a material decrease in vehicle sales from the historical level
of vehicle sales achieved by us would materially adversely affect our business,
financial condition and results of operations.

THE AUTOMOTIVE INDUSTRY IS SUBJECT TO SEASONAL VARIATIONS.

      The automobile industry is subject to seasonal variations in revenues.
Demand for vehicles is generally lower during the winter months than in other
seasons, particularly in regions of the United States which experience
potentially severe winters. Accordingly, revenues and operating results may be
lower in our first and fourth quarters

                                       5
than in our second and third quarters.

IMPORTED PRODUCTS MAY AFFECT OUR OPERATIONS.

      A portion of our new vehicle business involves the sale of vehicles, parts
or vehicles composed of parts that are manufactured outside the United States.
As a result, our operations will be subject to customary risks of importing
merchandise, including fluctuations in the value of currencies, import duties,
exchange controls, trade restrictions, work stoppages and general political and
economic conditions in foreign countries. The United States or the countries
from which our products are imported may, from time to time, impose new quotas,
duties, tariffs or other restrictions, or adjust presently prevailing quotas,
duties or tariffs, which could affect our operations and our ability to purchase
imported vehicles and/or parts.

OUR AUTOMOBILE OPERATIONS ARE GEOGRAPHICALLY CONCENTRATED AND SUBJECT TO LOCAL
ECONOMIC CONDITIONS.

      All of the dealerships we have acquired are located in the greater New
York metropolitan area. As a result, our results of operations will depend
substantially on general economic conditions and consumer spending habits and
preferences in the New York metropolitan area, as well as various other factors,
such as tax rates and applicable state and local regulation. There can be no
assurance that we will be able to adequately insulate ourselves from the adverse
effects of local or regional economic conditions.

OUR FUTURE OPERATING RESULTS WILL BE DIRECTLY RELATED TO THE AVAILABILITY AND
COST OF CAPITAL TO US.

      The principal sources of financing for new and used automobile inventories
have historically been lines of credit from commercial lenders and other
financial institutions and from cash generated from operations. During 2001, we
were notified by Chrysler Financing Company, LLC ("CFC") that it was terminating
its financing. Although we successfully replaced CFC, there can be no assurance
that we will be able to continue to obtain capital for our current or expanded
operations on terms and conditions that are acceptable to us.

      If we choose to pursue growth through the acquisition of additional
dealerships, it will require substantial capital. In such case, expansion and
new acquisitions may involve cash, the need to incur debt or the need to issue
equity securities, which could have a dilutive effect on our then outstanding
capital stock. We may seek to obtain funds through borrowings from institutions
or by the public or private sale of our securities. There can be no assurance
that we will be able to obtain capital to finance our growth on terms and
conditions acceptable to us.

RISKS ASSOCIATED WITH EXPANSION MAY HINDER OUR ABILITY TO INCREASE REVENUES AND
EARNINGS.

      Our future growth may depend, in part, on our ability to acquire
additional automobile dealerships. If we pursue such a strategy of acquiring
additional dealerships, we would face risks commonly encountered with growth
through acquisitions. These risks include:

      -     incurring significantly higher capital expenditures and operating
            expenses;

      -     failing to assimilate the operations and personnel of the acquired
            dealerships;

      -     disrupting our ongoing business;

      -     dissipating our limited management resources;

      -     failing to maintain uniform standards, controls and policies;

                                       6
-     impairing relationships with employees and customers as a result of
            changes in management; and

      -     diluting ownership percentages of our current and future
            shareholders.

      There can be no assurance that we will be successful in overcoming these
risks or any other problems encountered with such acquisitions. In addition,
acquiring additional dealerships could have a significant impact on our
financial condition and could cause substantial fluctuations in our quarterly
and annual operating results. Acquisitions could result in significant goodwill
and intangible assets, which have to be evaluated on a regular basis for
impairment. Should any such impairment exist, the asset will have to be written
down to its fair value, which could result in substantial charges to us that
would reduce stated earnings, if any.

THERE EXIST RISKS RELATING TO THE FAILURE TO MEET MANUFACTURER CSI SCORES.

      Many manufacturers attempt to measure customers' satisfaction with
automobile dealerships through a CSI, or customer satisfaction index, rating
system. These manufacturers may use a dealership's CSI scores as a factor in
evaluating applications for additional dealership acquisitions and participation
by a dealership in incentive programs. The dealerships operated by us currently
meet or exceed their manufacturers' CSI standards. However, there can be no
assurance that either our dealerships or other subsequently acquired dealerships
will continue to meet such standards. Moreover, from time to time, the
components of the various manufacturer CSI scores have been modified and there
is no assurance that such components will not be further modified or replaced by
different systems in the future, which make it more difficult for our
dealerships to meet such standards.

THE LOSS OF KEY PERSONNEL AND OUR LIMITED MANAGEMENT AND PERSONNEL RESOURCES
COULD ADVERSELY AFFECT OUR OPERATIONS AND GROWTH.

      Our future success will depend to a significant extent on key personnel
and on the continued services of our senior management and other key personnel,
particularly Bruce Bendell, our President, Chief Executive Officer and Chairman
of the Board, and his brother, Harold Bendell. The loss of the services of these
employees or certain other key employees, are likely have a material adverse
effect on our business. Bruce Bendell and Harold Bendell are currently employed
at will, subject, in the case of Bruce Bendell, to certain post-employment
compensation arrangements in the event of termination prior to June 30, 2004. We
do not maintain "key person" life insurance for any of our personnel. Our future
success will depend on our continuing ability to attract, retain and motivate
other highly skilled employees. Competition for such personnel in our industry
is intense. We may be unable to retain our key employees or attract, assimilate
or retain other highly qualified employees in the future. If we do not succeed
in attracting new personnel or retaining and motivating our current personnel,
our business, financial condition and operations may be adversely affected.

POTENTIAL CONFLICTS OF INTEREST BETWEEN US AND OUR MANAGEMENT PERSONNEL COULD
ADVERSELY AFFECT OUR FUTURE PERFORMANCE.

      We have entered into, or contemplate that we may enter into, several
transactions with our Chief Executive Officer and controlling stockholder, Bruce
Bendell, and his brother, Harold Bendell, a senior executive of the Major Dealer
Group. Such transactions include the following:

      -     In 1996, we acquired Major Fleet from the Bendell brothers. In
            exchange, the Bendell brothers received (a) shares of our 1996-Major
            Series of Convertible Preferred Stock, (b) warrants that carry
            registration rights, which have been exercised, and (c) the right to
            manage the operations of the Major Dealer Group's vehicle leasing
            activities pursuant to a management agreement.

      -     We acquired Major Auto from Bruce Bendell and Harold Bendell in May
            1998. Bruce Bendell and Harold Bendell received shares of our
            1997A-Major Automotive Group Series of Preferred Stock in that
            transaction

                                       7
and Bruce Bendell has a proxy to vote the 50 shares of the
            1997A-Major Automotive Group Series of Preferred Stock owned by
            Harold Bendell for a seven-year period which commenced on January 7,
            1998. These shares allow the Bendell brothers to elect a majority of
            the directors of Major Auto. The Bendell brothers are also parties
            to a management agreement with Major Auto that gives them control
            over its day-to-day operations. Should we and the Board of Directors
            of Major Auto disagree as to a particular course of action, the
            Board of Directors of Major Auto will be able to take that action
            over our objection. Conflicts could arise between our Board of
            Directors and the Board of Directors of Major Auto as to the
            appropriate course of action to be taken in the future. The
            management agreement does prohibit certain actions from being taken
            without the prior approval of our Board of Directors, including: (i)
            disposition of any of the Major Auto dealerships; (ii) acquisition
            of new dealerships; and (iii) our incurring liability for Major Auto
            indebtedness.

      Should either of the Bendell brothers cease managing the dealerships, the
management agreement provides that ownership of his 1997A-Major Automotive Group
Series of Preferred Stock shares and his management rights under the management
agreement will be automatically transferred to the other, and should both
brothers cease managing the dealerships for any reason, the shares and
management rights will be automatically transferred to a successor manager
designated in a successor addendum to each dealership agreement or, failing such
designation, to a successor manager designated by us (subject to approval by the
applicable manufacturers).

      Moreover, we previously had several purchases of dealerships pending which
involved Bruce Bendell and Harold Bendell. Subsequently, we put on hold our
plans for growth through acquisition and, accordingly, these purchases have been
terminated. However, while we are not seeking dealerships to acquire, if a
particularly attractive opportunity should present itself, we would strongly
consider an acquisition.

CHANGE OF OUR ACQUISITION GROWTH STRATEGY MAY AFFECT OUR OPERATIONS.

      In the past, our strategy for growth was principally focused on expanding
our dealership group through acquisitions of non-performing or underperforming
dealerships in the New York metropolitan area. When this strategy was
formulated, our stock price was relatively attractive and thus, a key component
of the purchase price was our common stock. Since the price of our stock has
significantly declined from its levels at the time our acquisition strategy was
conceived, the use of payment in the form of our common stock as currency in
acquiring automotive dealerships would be extremely dilutive to our
shareholders. Additionally, we believe that the current prices being sought for
dealerships makes their acquisition unattractive, at this time. Consequently, we
have put on hold our plans for growth through acquisition. Instead, we plan to
focus on maximizing revenues and profitability in our existing dealerships.
There can be no assurance our adoption of such a strategy will not adversely
affect our business, financial condition and operations.

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE, AND WE MAY NOT BE ABLE
TO COMPETE EFFECTIVELY, ESPECIALLY AGAINST ESTABLISHED INDUSTRY COMPETITORS WITH
SIGNIFICANTLY GREATER FINANCIAL RESOURCES.

      The automobile dealership business is highly competitive. Our competitors
include:

      -     automobile dealers;

      -     private sellers of used vehicles;

      -     used vehicle dealers;

      -     other franchised dealers;

      -     service center chains; and

                                       8
-     independent service and repair shops.

      Gross profit margins on the sale of new vehicles have been decreasing over
the past two decades and the used car market faces increasing competition from
independent leasing companies and from used vehicle "superstores" that may have
inventories that are larger and more varied than ours. Some of our competitors
may be larger, have access to greater financial resources and be capable of
operating on smaller gross margins than we do. There can be no assurance that we
will continue to compete effectively or that manufacturers will not modify the
historical automobile franchise system in a manner that increases competition
among dealers or market and sell their vehicles through other distribution
channels.

GOVERNMENT REGULATION AND ENVIRONMENTAL REGULATION COMPLIANCE COSTS MAY
ADVERSELY AFFECT OUR PROFITABILITY.

      Our operations are subject to various federal, state and local laws and
regulations including those relating to local licensing and consumer protection.
While we believe that we maintain all requisite licenses and permits and that we
are in substantial compliance with all applicable laws and regulations, there
can be no assurance that we will be able to continue to maintain all requisite
licenses and permits or to comply with applicable laws and regulations, and our
failure to do so may have a material adverse effect on our business, financial
condition and results of operations. In addition, the adoption of any new laws
or regulations and the cost to us of complying with any new laws or regulations,
could have a material adverse effect on our business, financial condition and
results of operations.

      In addition, as with automobile dealerships generally, and parts and
service operations in particular, our business involves the use, handling and
contracting for recycling or disposal of hazardous or toxic substances or
wastes, including environmentally sensitive materials such as:

      -     motor oil;

      -     waste motor oil and filters;

      -     transmission fluid;

      -     antifreeze;

      -     freon;

      -     waste paint and lacquer thinner;

      -     batteries;

      -     solvents;

      -     lubricants;

      -     degreasing agents; and

      -     gasoline and diesel fuels.

      Accordingly, we are subject to federal, state and local environmental laws
governing health, environmental quality, and remediation of contamination at
facilities we operate or to which we sends hazardous or toxic substances or
wastes for treatment, recycling or disposal. We believe that we are in material
compliance with all environmental laws and that such compliance will not have a
material adverse effect on our business, financial condition or results of

                                       9
operations. However, environmental laws are complex and subject to frequent
change. There can be no assurance that compliance with amended, new or more
stringent laws, stricter interpretations of existing laws or the future
discovery of environmentally hazardous conditions will not require material
expenditures by us.

WE FACE RISKS IN OUR INTERNATIONAL OPERATIONS.

      We intend to expand our new and used vehicle purchasing service to foreign
markets by establishing relationships with vehicle dealers and strategic
partners located in certain foreign markets.

      By expanding our operations to various other countries, we may become
subject to laws or treaties that regulate the marketing, distribution and sale
of motor vehicles. In addition, the laws of other countries may impose
licensing, bonding or similar requirements on us as a condition to doing
business therein. In addition, there are certain risks inherent in doing
business in international markets, such as:

      -     changes in political conditions;

      -     regulatory requirements;

      -     potentially weaker intellectual property protections;

      -     tariffs and other trade barriers;

      -     fluctuations in currency exchange rates;

      -     potentially adverse tax consequences;

      -     difficulties in managing or overseeing foreign operations;

      -     seasonal reductions in business activities during summer months in
            Europe and other areas; and

      -     educating consumers and dealers who may be unfamiliar with the
            benefits of online marketing and commerce.

      One or more of such factors may have a material adverse effect on our
current or future international operations and, consequently, on our business,
results of operations and financial condition.

WE FACE RISKS IN CONNECTION WITH LEGAL PROCEEDINGS IN WHICH WE ARE INVOLVED.

      We are subject to a number of lawsuits, many of which have been settled.
While we believe that we have substantial defenses to the asserted claims and
intend to vigorously defend the active suits, judgments against us with respect
to the active actions could have a material adverse effect on our financial
condition.

WE FACE RISKS ASSOCIATED WITH THE SALE OF AUTOMOBILES OVER THE INTERNET.

      Our Internet vehicle purchasing services compete against a variety of
Internet and traditional vehicle purchasing services and automotive brokers. The
market for Internet-based commercial services is fairly new, and competition
among commercial Web sites is expected to increase significantly in the future.
The Internet is characterized by minimal barriers to entry, and new competitors
can launch new Web sites at relatively low cost. To compete successfully over
the Internet, we must significantly increase awareness of our services and brand
name.

      We compete with other entities, which maintain similar commercial Web
sites, including:

                                       10
-     Autoweb.com;

      -     Autobytel.com;

      -     Carsdirect.com;

      -     Cendant Membership Service, Inc.'s AutoVantage; and

      -     Microsoft Corporation's Carpoint and Stoneage Corporation.

      Some of these recent market entrants may have greater financial, marketing
and personnel resources and/or lower overhead or sales costs than the Company.
We also compete indirectly against vehicle brokerage firms and affinity programs
offered by several companies, including Costco Wholesale Corporation and
Wal-Mart Stores, Inc. In addition, our major vehicle manufacturers have their
own Web sites and launched online buying services. We also compete with vehicle
insurers, lenders and lessors as well as other dealers that are not part of our
network. Such companies may already maintain or may introduce Web sites, which
compete with ours.

      We cannot assure you that we can compete successfully against current or
future competitors, many of which have substantially more capital, existing
brand recognition, resources and access to additional financing. In addition,
competitive pressures may result in increased marketing costs, decreased Web
site traffic or loss of market share or otherwise may materially and adversely
affect our business, results of operations and financial condition. Further,
there can be no assurance that our strategy will be more effective than the
strategies of our competitors.

THE INTERNET INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE.

      Rapid technological developments, evolving industry standards and consumer
demands, and frequent new product introductions and enhancements characterize
the market for Internet products and services. These market characteristics are
exacerbated by the emerging nature of the market and the fact that many
companies are expected to introduce new Internet products and services in the
near future. Our future success will depend in part on our ability to
continually improve the vehicle purchasing experience, the addition of new and
useful services and content to our Web site, and the performance, features and
reliability of our Web site. In addition, the widespread adoption of developing
multimedia-enabling technologies could require fundamental and costly changes in
our technology and could fundamentally affect the nature, viability and
measurability of Internet-based advertising, which may adversely affect our
business, results of operations and financial condition.

WE COULD FACE LIABILITY FOR INFORMATION RETRIEVED FROM OR TRANSMITTED OVER THE
INTERNET AND LIABILITY FOR PRODUCTS SOLD OVER THE INTERNET.

      We could be exposed to liability with respect to third-party information
that may be accessible through our Web site, or content and materials that may
be posted by consumers through our www.majorworld.com site. Such claims might
assert, among other things, that, by directly or indirectly providing links to
Web sites operated by third parties, we should be liable for copyright or
trademark infringement or other wrongful actions by such third parties through
such Web sites. It is also possible that, if any third-party content information
provided on our Web site contains errors, consumers could make claims against us
for losses incurred in reliance on such information.

      We also may enter into agreements with other companies under which any
revenue that results from the purchase of services through direct links to or
from our Web site is shared. Such arrangements may expose us to additional legal
risks and uncertainties, including local, state, federal and foreign government
regulation and potential liabilities to consumers of these services, even if we
do not provide the services ourselves. There can be no assurances that any
indemnification provided to us in our agreements with these parties, if
available, will be adequate.

      Even to the extent such claims do not result in liability to us, we could
incur significant costs in investigating

                                       11
and defending against such claims. The imposition on us of potential liability
for information carried on or disseminated through our system could require us
to implement measures to reduce our exposure to such liability, which might
require the expenditure of substantial resources or limit the attractiveness of
our services to consumers, member dealers, automotive-related vendors and
others.

      Our general liability insurance and our communications liability insurance
may not cover all potential claims to which we are exposed and may not be
adequate to indemnify us for all liability that may be imposed. Any imposition
of liability that is not covered by insurance or is in excess of insurance
coverage could have a material adverse effect on our business, results of
operations and financial condition.

WE FACE RISKS ASSOCIATED WITH SECURITY BREACHES INVOLVING CONFIDENTIAL
INFORMATION TRANSMITTED VIA THE INTERNET.

      We rely on technology licensed from third parties that is designed to
facilitate the secure transmission of confidential information. Nevertheless,
our computer infrastructure is potentially vulnerable to physical or electronic
computer break-ins, viruses and similar disruptive problems. A party who is able
to circumvent our security measures could misappropriate proprietary
information, jeopardize the confidential nature of information transmitted over
the Internet or cause interruptions in our operations. Concerns over the
security of Internet transactions and the privacy of users could also inhibit
the growth of the Internet in general, particularly, as a means of conducting
commercial transactions. To the extent that our activities or those of third
party contractors involve the storage and transmission of proprietary
information (such as personal financial information), security breaches could
expose us to a risk of financial loss, litigation and other liabilities. Our
insurance does not currently protect against such losses. Any such security
breach could have a material adverse effect on our business, results of
operations and financial condition.

WE FACE RISKS ASSOCIATED WITH GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES
ASSOCIATED WITH THE INTERNET.

      There are numerous state laws regarding the sale of vehicles. In addition,
government authorities may take the position that state or federal insurance
licensing laws, motor vehicle dealer laws or related consumer protection or
product liability laws apply to aspects of our business. As we introduce new
services and expand our operations to other countries, we will need to comply
with additional licensing and regulatory requirements.

      A number of legislative and regulatory proposals under consideration by
federal, state, local and foreign governmental organizations may lead to laws or
regulations concerning various aspects of the Internet, including, but not
limited to:

      -     online content;

      -     user privacy;

      -     taxation;

      -     access charges;

      -     liability for third-party activities; and

      -     jurisdiction.

      Additionally, it is uncertain as to how existing laws will be applied to
the Internet. The adoption of new laws or the application of existing laws may
decrease the growth in the use of the Internet, which could, in turn, decrease
the demand for our services, increase our cost of doing business or otherwise
have a material adverse effect on our business, results of operations and
financial condition.

                                       12
The tax treatment of the Internet and e-commerce is currently unsettled. A
number of proposals have been made at the federal, state and local level and by
certain foreign governments that could impose taxes on the sale of goods and
services and certain other Internet activities. Recently, the Internet Tax
Information Act was signed into law placing a moratorium on new state and local
taxes on Internet commerce. However, we cannot assure you that future laws
imposing taxes or other regulations on commerce over the Internet would not
substantially impair the growth of e-commerce and as a result have a material
adverse effect on our business, results of operations and financial condition.

CONCENTRATION OF VOTING POWER AND ANTI-TAKEOVER PROVISIONS IN OUR CHARTER
DOCUMENTS MAY REDUCE STOCKHOLDER VALUE IN ANY POTENTIAL CHANGE OF CONTROL OF THE
COMPANY.

      Mr. Bruce Bendell is the beneficial owner of approximately 43.7% of our
common stock. In addition, our former President and Chief Executive Officer, Mr.
Doron Cohen, is the beneficial owner of approximately 5.5% of our common stock.
Pursuant to a Separation and Release Agreement with us dated August 8, 2000, Mr.
Cohen is required to take all necessary steps to cause all of these shares to be
voted in accordance with the recommendation of the majority of our Board of
Directors, provided that such majority includes a majority of our non-employee
directors. This concentration of voting power may severely limit the ability of
other of our stockholders to elect directors or influence other corporate
decisions and may, among other things, have the effect of delaying or preventing
a change in control of the Company or preventing our stockholders from realizing
a premium on the sale of their shares upon an acquisition of the Company.

      Our Board of Directors has the authority to issue shares of preferred
stock and to determine the price, rights, preferences and privileges, including
voting rights, of those shares without any further action by our stockholders.
The rights of holders of our common stock will be subject to and may be
adversely affected by the rights of the holders of any preferred stock. Any
future designation and issuance of preferred stock could have the effect of
making it more difficult for a third party to acquire control of the Company. We
are also subject to the provisions of the Nevada Revised Statutes regulating
business combinations, takeovers and control share acquisitions, which also
might hinder or delay a change in control of us. Anti-takeover provisions that
could be included in the preferred stock when designated and issued and the
Nevada statutes can have a depressive effect on the market price of our common
stock and can prevent our stockholders from realizing a premium on the sale of
their shares by discouraging takeover and tender offer bids. In addition, under
our dealer agreement with General Motors, we may be at risk of losing the
Chevrolet franchise if any person or entity acquires 20% or more of our voting
stock without the approval of General Motors.

      Moreover, at our 2000 annual meeting, our Board of Directors and majority
of our shareholders approved amendments to our Articles of Incorporation to
provide for the classification of our Board of Directors into three classes of
directors with staggered terms of office. One class of directors holds office
initially for a term expiring at the 2001 annual meeting; a second class of
directors holds office initially for a term expiring at the 2002 annual meeting;
and a third class of directors holds office initially for a term expiring at the
2003 annual meeting. At each annual meeting following this initial
classification and election, the successors to the class of directors whose
terms expire at that meeting are elected for a term of office to expire at the
third succeeding annual meeting after their election and until their successors
have been duly elected and qualified. This classified board amendment will
significantly extend the time required to effect a change in control of our
Board of Directors and may discourage hostile takeover bids for us. It will take
at least two annual meetings for even a majority of shareholders to effect a
change in control of our Board of Directors, because only a minority of the
directors will be elected at each meeting. The classified board proposal is
designed to assure continuity and stability in our Board of Directors'
leadership and policies. Because of the additional time required to change
control of our Board of Directors, the classified board amendment tends to
perpetuate present management. Without the ability to obtain immediate control
of our Board of Directors, a takeover bidder will not be able to take action to
remove other impediments to its acquisition of us. Because the classified board
amendment increases the amount of time required for a takeover bidder to obtain
control

                                       13
of us without the cooperation of our Board of Directors, even if the takeover
bidder were to acquire a majority of our outstanding stock, it tends to
discourage certain tender offers, perhaps including some tender offers that
shareholders may feel would be in their best interests. The classified board
proposal also makes it more difficult for the shareholders to change the
composition of our Board of Directors even if the shareholders believe such a
change would be desirable.

      Additionally, at our annual meeting in December 2000, our Board of
Directors and majority of our shareholders approved amendments to our Articles
of Incorporation to increase the number of authorized shares of Common Stock
from 50,000,000 to 100,000,000. The amendment authorized sufficient additional
shares of our Common Stock to provide us with the flexibility to make such
issuances from time to time for any proper purpose approved by our Board of
Directors, including issuances to effect acquisitions or raise capital and
issuances in connection with future stock splits or dividends, without the
necessity of delaying such activities for further stockholder approval except as
may be required in a particular case by our charter documents, applicable law or
the rules of any stock exchange or other system on which our securities may then
be listed. The amendment, however, could have an anti-takeover effect, although
that was not its intention. For example, if we were the subject of a hostile
takeover attempt, we could impede the takeover by issuing shares of our Common
Stock, thereby diluting the voting power of the other outstanding shares and
increasing the potential cost of the takeover. The availability of this
defensive strategy to us could discourage unsolicited takeover attempts, thereby
limiting the opportunity for our stockholders to realize a higher price for
their shares than is generally available in the public markets.

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE.

      Future sales of shares of common stock by existing shareholders under Rule
144 of the Securities Act of 1933, as amended (the "Securities Act") or through
the exercise of outstanding registration rights or the issuance of shares of our
common stock upon the exercise of options or warrants could materially adversely
affect the market price of the common stock and could materially impair our
future ability to raise capital through an offering of equity securities. A
substantial number of shares of our common stock is available for sale pursuant
to certain registration rights and under Rule 144 in the public market or will
become available for sale in the near future and no predictions can be made as
to the effect, if any, that market sales of such shares or the availability of
such shares for future sale will have on the market price of our common stock
prevailing from time to time.

      Holders of our outstanding options and warrants are likely to exercise
them when, in all likelihood, we can obtain additional capital on terms more
favorable than those provided in the options and warrants. Our ability to obtain
additional financing may also be adversely affected by our obligation to
register shares of common stock under the Securities Act. We have filed
registration statements covering the resale of common stock described under
"Business - Recent Developments - Financing Transactions." Castle Trust and
Management Services Limited, as Trustee under the Millennium I Trust created
under that certain Deed of Settlement dated October 2, 1996, has the right (on
an unlimited number of occasions) to require us to register all or any portion
of the common stock, aggregating 147,784 shares, into which the 125,000 shares
of our 1996-Major Series of convertible preferred stock has been converted (the
"1996 Demand Shares"). In addition, Bruce Bendell has the right to require us
(on an unlimited number of occasions) to register all or any portion of the
22,500 shares of common stock underlying a warrant held by him (the "Warrant
Demand Shares"). Further, if we register any shares of common stock, we will
have to offer to include the 1996 Demand Shares, the Warrant Demand Shares and
the 3,471,111 shares of common stock into which the 1997-MAJOR Series of
Convertible Preferred Stock (the "1997 Major Preferred"), issued to Bruce
Bendell in the Major Auto Acquisition, was converted. In October 1999, Mr.
Bendell converted 400,000 shares of 1997 Major Preferred into 360,000 shares of
common stock. In May 2001, he converted an additional 400,000 shares of 1997
Major Preferred into 1,777,778 shares of common stock. In February 2002, Mr.
Bendell converted the balance of his 100,000 shares of 1997 Major Preferred
stock into 1,333,333 shares of common stock.

WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON STOCK.

      We have never paid cash dividends on our common stock. We intend to retain
any future earnings to finance

                                       14
our growth. In addition, dividends on our common stock are subject to the
preferences for dividends on our preferred stock. Any future dividends will
depend upon our earnings, if any, our financial requirements, and other factors.

WE MAY BE SUBJECT TO THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF
1990.

      The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny stock
and for trades in any stock defined as a penny stock. Unless we can acquire
substantial assets and trade at over $5.00 per share on the bid, it is more
likely than not that our securities, for some period of time, would be defined
under that Act as a "penny stock." As a result, those who trade in our
securities may be required to provide additional information related to their
fitness to trade our shares. Also, there is the requirement of a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. Further, a broker-dealer must provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. These requirements present a substantial burden on any person or
brokerage firm who plans to trade our securities and would thereby make it
unlikely that any liquid trading market would ever result in our securities
while the provisions of this Act might be applicable to those securities.

WE MAY BE SUBJECT TO BLUE SKY COMPLIANCE.

      The trading of penny stock companies may be restricted by the blue sky
laws of several states. We are aware that a number of states currently prohibit
the unrestricted trading of penny stock companies absent the availability of
exemptions, which are in the discretion of the states' securities
administrators. The effect of these states' laws would be to limit the trading
market, if any, for our shares and to make resale of shares acquired by
investors more difficult.

OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ NATIONAL MARKET.

      In November, 2000, we received a letter from Nasdaq advising us that our
common stock had not met Nasdaq's minimum bid price closing requirement for
thirty (30) consecutive trading days and that, if we were unable to demonstrate
compliance with this requirement for ten (10) consecutive trading days during
the ninety (90) calendar days ending February 20, 2001, our common stock would
be de-listed at the opening of business on February 22, 2001. We, however,
applied to Nasdaq for a hearing, and the de-listing was stayed during the
hearing period. The hearing was held on March 22, 2001. As a result of the
hearing, Nasdaq determined to continue listing of our common stock on the Nasdaq
National Market provided that on or before May 4, 2001, we demonstrate a closing
bid price of at least $1.00 per share and, immediately thereafter, a closing bid
price of at least $1.00 per share for a minimum of ten (10) consecutive trading
days. We received an additional letter from Nasdaq on April 20, 2001 notifying
us that we had also not maintained the net tangible assets/market
capitalization/total assets and total revenue requirements, and that we had to
be in compliance by April 26, 2001. We were granted an exception to this
requirement through June 14, 2001. Consequently, in May 2001, in order to comply
with all requirements for continued listing, we changed our name to The Major
Automotive Companies, Inc. and our trading symbol to MAJR and effected a one (1)
for five (5) reverse stock split of our common stock. Subsequently, on May 23,
2001, Nasdaq advised us of compliance with all requirements for continued
listing on the Nasdaq National Market.

      On February 14, 2002, we received another letter from Nasdaq advising us
that our common stock had not maintained a minimum market value of publicly held
traded shares of $5,000,000 and a minimum bid price per share of $1.00. If we
were unable to demonstrate a minimum market value of $5,000,000 or more and a
bid price of our common stock at $1.00 per share or more for a minimum of ten
(10) consecutive at any time before May 15, 2002, our common stock would have
been de-listed. On May 2, 2002, we received notification from Nasdaq indicating
that we were in compliance with its rules. Nevertheless, in the event the bid
price of our common stock again falls below $1.00 per share, we may become
delisted from the Nasdaq National Market. In such event, our common stock

                                       15
would trade on the OTC Bulletin Board or in the "pink sheets" maintained by the
National Quotation Bureau, Inc. Such alternatives are generally considered to be
less efficient markets, and our stock price, as well as the liquidity of our
common stock, may be adversely impacted as a result.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When we use words like "intend," "anticipate," "believe,"
"estimate," "plan" or "expect," we are making forward-looking statements. We
believe that the assumptions and expectations reflected in such forward-looking
statements are reasonable, based on information available to us on the date of
this prospectus, but we cannot assure you that these assumptions and
expectations will prove to have been correct or that we will take any action
that we may presently be planning. We have disclosed certain important factors
that could cause our actual results to differ materially from our current
expectations under "Risk Factors" elsewhere in this prospectus. You should
understand that forward-looking statements made in connection with this offering
are necessarily qualified by these factors. We are not undertaking to publicly
update or revise any forward-looking statement if we obtain new information or
upon the occurrence of future events or otherwise.

                                 USE OF PROCEEDS

      We will not receive any proceeds from the sale of shares covered by this
prospectus.

                              SELLING SHAREHOLDERS

      The following table sets forth certain information regarding beneficial
ownership of our common stock as of May 9, 2002 by the selling shareholder. We
believe that the person named in this table has sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by him.
AMOUNT AND
                             NATURE OF          SHARES          BENEFICIALLY
NAME OF                     BENEFICIAL        REGISTERED            OWNED
BENEFICIAL OWNER            OWNERSHIP*         FOR SALE          AFTER SALE*
----------------            ----------         --------          -----------
Ronald Shapss               225,000 (1)       225,000 (1)             -0-
-------

*    The number of shares of common stock beneficially owned by a person or
     entity is determined under rules promulgated by the United States
     Securities and Exchange Commission (the "Commission"). Under such rules,
     beneficial ownership includes any shares as to which a person or entity has
     sole or shared voting power or investment power. Included among the shares
     owned by such person are any shares which such person or entity has the
     right to acquire within 60 days after May 9, 2002. The inclusion herein of
     any shares deemed beneficially owned does not constitute an admission of
     beneficial ownership of such shares.

(1)  Includes (i) 175,000 shares issued in the name of and delivered to the
     selling shareholder (the "First Tranche Shares"), and (ii) 50,000 shares
     issued in the name of the selling shareholder, but delivered to counsel for
     the selling shareholder to be held in escrow (the "Second Tranche Shares"),
     all in accordance with the terms of a Mutual Release and Settlement
     Agreement by and between a wholly-owned subsidiary of the selling
     shareholder and the Company. In accordance with such Agreement, the Second
     Tranche Shares will only be delivered to the selling shareholder upon the
     occurrence of certain triggering events listed in Sections 2 and 4 of

                                       16
such Agreement. A copy of such Agreement is included as an exhibit to the
registration statement of which this prospectus forms a part.

      Except for information in our records and reports filed by the selling
shareholder with us, if any, we have no knowledge of whether the selling
shareholder owns any other shares of our common stock or options or warrants to
purchase shares of our common stock. We believe that the selling shareholder
will not own 1% or more of our outstanding shares if he sells all of the shares
registered for sale.

                              PLAN OF DISTRIBUTION

      We are registering 225,000 shares of our common stock covered by this
prospectus on behalf of the selling shareholder. We will pay the costs and fees
of registering our common stock, but the selling shareholder will pay any
brokerage commissions, discounts or other expenses relating to his sale of his
common stock.

      The selling shareholder may, from time to time, sell all or a portion of
his shares of our common stock on any market upon which the common stock may be
quoted, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices.

      In effecting sales, brokers and dealers engaged by the selling shareholder
may arrange for other brokers or dealers to participate. Brokers and dealers may
receive commissions, discounts or concessions for their services from the
selling shareholder or, if any such broker-dealer acts as agent for the
purchaser of such shares, from such purchaser, in amounts to be negotiated.
These commissions or discounts are not expected to exceed those customary in the
types of transactions involved.

      The selling shareholder and any broker-dealer or agent involved in the
sale or resale of the common stock may qualify as "underwriters" within the
meaning of Section 2(a)(11) of the Act, as amended, and a portion of any
proceeds of sale and the broker-dealers' or agents' commissions, discounts, or
concessions may be deemed to be underwriters' compensation under the Act.

      In addition to selling his common stock under this prospectus, the selling
shareholder may transfer his common stock in other ways not involving market
makers or established trading markets, including directly by gift, distribution,
or other transfer; and the sale of such shares may be made by such transferees
in the public securities markets by delivery of this prospectus to the buyers in
such transactions.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The following documents filed by us with the Commission are incorporated
by reference in this prospectus. Our Commission file number to be used to locate
these documents is 0-29182.

            -     Our Annual Report on Form 10-K for the year ended December 31,
                  2001.

            -     Our Current Report on Form 8-K filed on April 5, 2002.

            -     The description of our common stock set forth in our
                  registration statement on Form 10-SB filed on March 10, 1997,
                  including any amendment or report filed for the purpose of
                  updating such description.

                                       17
All documents subsequently filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the termination of this offering, shall be deemed to be incorporated by
reference in this prospectus and to be a part of this prospectus from the date
of filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

                                  LEGAL MATTERS

      The legality of the common stock included in this prospectus has been
passed upon for us by Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine
LLP, New York, New York.

                                     EXPERTS

      Our financial statements, incorporated by reference in this prospectus,
from our Annual Report on Form 10-K for the fiscal year ended December 31, 2001,
have been incorporated herein in reliance on the report of BDO Seidman, LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

      Under the Nevada Revised Statute, as amended, a director, officer,
employee or agent of a Nevada corporation may be entitled to indemnification by
the corporation under certain circumstances against expenses, judgments, fines
and amounts paid in settlement of claims brought against them by a third person
or by or in right of the corporation.

      We are obligated under our Articles of Incorporation to indemnify any of
our present or former directors who served at our request as a director, officer
or member of another organization against expenses, judgments, fines and amounts
paid in settlement of claims brought against them by a third person or by or in
right of the corporation if such director acted in good faith or in a manner
such director reasonably believed to be in, or not opposed to, our best
interests and, with respect to any criminal action or proceeding, if such
director had no reason to believe his or her conduct was unlawful. However with
respect to any action by or in the right of our Company, the Articles of
Incorporation prohibit indemnification in respect of any claim, issue or matter
as to which such director is adjudged liable for negligence or misconduct in the
performance is his or her duties to us, unless otherwise ordered by the relevant
court. Our Articles of Incorporation also permit us to indemnify other persons
except against gross negligence or willful misconduct.

      We are obligated under our bylaws to indemnify our directors, officers and
other persons who have acted as our representatives at our request to the
fullest extent permitted by applicable law as in effect from time to time,
except for costs, expenses or payments in relation to any matter as to which
such officer, director or representative is finally adjudged derelict in the
performance of his or her duties, unless we have received an opinion from
independent counsel that such person was not so derelict.

      Our indemnification obligations are broad enough to permit indemnification
with respect to liabilities arising under the Act. Insofar as we may otherwise
be permitted to indemnify our directors, officers and

                                       18
controlling persons against liabilities arising under the Act or otherwise, we
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

      The Nevada Revised Statute, as amended, also permits a corporation to
limit the personal liability of its officers and directors for monetary damages
resulting from a breach of their fiduciary duty to the corporation and its
stockholders. Our Articles of Incorporation limit director liability to the
maximum extent permitted by the Nevada Revised Statute, which presently permits
limitation of director liability except (i) for a director's acts or omissions
that involve intentional misconduct, fraud or a knowing violation of law and
(ii) for a director's willful or grossly negligent violation of a Nevada
statutory provision that imposes personal liability on directors for improper
distributions to stockholders. As a result of the inclusion in our Articles of
Incorporation of this provision, our stockholders may be unable to recover
monetary damages against directors as a result of their breach of their
fiduciary duty to us and our stockholders. This provision does not, however,
affect the availability of equitable remedies, such as injunctions or rescission
based upon a breach of fiduciary duty by a director.

      We maintain a $5 million liability insurance policy for the benefit of our
officers and directors.

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the reporting requirements of the Exchange Act. In
accordance with the Exchange Act, we have and will continue to file reports,
proxy statements and other information with the Commission. Reports and other
information filed by us may be inspected and copied at the public reference
facilities of the Commission in Washington, D.C. Copies of such materials can be
obtained from the Public Reference Room of the Commission, at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. You may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains a web site at www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Our common
stock is listed on the Nasdaq National Market and reports and information
concerning Major can also be inspected through such exchange. We intend to
furnish our shareholders with annual reports containing audited financial
statements and such other periodic reports as we deem appropriate or as may be
required by law.

      We will provide without charge to each person who receives this
prospectus, upon written or oral request of such person, a copy of any of the
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference. Such requests should be directed by mail
to Mr. Richard Feinstein, Chief Financial Officer, The Major Automotive
Companies, Inc., 43-40 Northern Boulevard, Long Island City, New York 11101, or
by telephone at (718) 937-3700.

      We have filed with the Commission a registration statement on Form S-8 and
all schedules and exhibits thereto under the Act with respect to the common
stock offered by this prospectus. This prospectus does not contain all of the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to us and this offering, reference is made to
such registration statement, including the exhibits filed therewith, which may
be inspected without charge at the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of the registration statement may
be obtained from the Commission at its principal office upon payment of
prescribed fees. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete and, where the
contract or other document has been filed as an exhibit to the registration
statement, each such statement is qualified in all respects by reference to the
applicable document filed with the Commission.

                                       19
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
prospectus. The Registrant's Commission file number to be used to locate these
documents is 0-29182.

            -     The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2001.

            -     The Registrant's Current Report on Form 8-K filed on April 5,
                  2002.

            -     The description of the Registrant's common stock set forth in
                  its registration statement on Form 10-SB filed on March 10,
                  1997, including any amendment or report filed for the purpose
                  of updating such description.

      All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 7.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under the Nevada Revised Statute, as amended, a director, officer,
employee or agent of a Nevada corporation may be entitled to indemnification by
the corporation under certain circumstances against expenses, judgments, fines
and amounts paid in settlement of claims brought against them by a third person
or by or in right of the corporation.

      We are obligated under our Articles of Incorporation to indemnify any of
our present or former directors who served at our request as a director, officer
or member of another organization against expenses, judgments, fines and amounts
paid in settlement of claims brought against them by a third person or by or in
right of the corporation if such director acted in good faith or in a manner
such director reasonably believed to be in, or not opposed to, our best
interests and, with respect to any criminal action or proceeding, if such
director had no reason to believe his or her conduct was unlawful. However with
respect to any action by or in the right of our Company, the Articles of
Incorporation prohibit indemnification in respect of any claim, issue or matter
as to which such director is adjudged liable for negligence or misconduct in the
performance is his or her duties to us, unless otherwise ordered by the relevant
court. Our Articles of Incorporation also permit us to indemnify other persons
except against gross negligence or willful misconduct.

      We are obligated under our bylaws to indemnify our directors, officers and
other persons who have acted as our representatives at our request to the
fullest extent permitted by applicable law as in effect from time to

                                       20
time, except for costs, expenses or payments in relation to any matter as to
which such officer, director or representative is finally adjudged derelict in
the performance of his or her duties, unless we have received an opinion from
independent counsel that such person was not so derelict.

      Our indemnification obligations are broad enough to permit indemnification
with respect to liabilities arising under the Act. Insofar as we may otherwise
be permitted to indemnify our directors, officers and controlling persons
against liabilities arising under the Act or otherwise, we have been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

      The Nevada Revised Statute, as amended, also permits a corporation to
limit the personal liability of its officers and directors for monetary damages
resulting from a breach of their fiduciary duty to the corporation and its
stockholders. Our Articles of Incorporation limit director liability to the
maximum extent permitted by the Nevada Revised Statute, which presently permits
limitation of director liability except (i) for a director's acts or omissions
that involve intentional misconduct, fraud or a knowing violation of law and
(ii) for a director's willful or grossly negligent violation of a Nevada
statutory provision that imposes personal liability on directors for improper
distributions to stockholders. As a result of the inclusion in our Articles of
Incorporation of this provision, our stockholders may be unable to recover
monetary damages against directors as a result of their breach of their
fiduciary duty to us and our stockholders. This provision does not, however,
affect the availability of equitable remedies, such as injunctions or rescission
based upon a breach of fiduciary duty by a director.

      We maintain a $5 million liability insurance policy for the benefit of our
officers and directors.

ITEM 8.     EXHIBITS.
Exhibit Number       Description of Exhibit
--------------       ----------------------
4.1*                 February 18, 1997 Consulting Agreement by and between the
                     Registrant and Ronald Shapss Corporate Services, Inc.

4.2*                 November 5, 2001 Mutual Release and Settlement Agreement by
                     and among the Registrant, Ronald Shapss and Ronald Shapss
                     Corporate Services, Inc.

5*                   Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                     Rhine LLP

23.1*                Consent of BDO Seidman, LLP

23.2*                Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                     Rhine LLP (contained in Exhibit 5)
----------------

*     Filed herewith.

ITEM 9.     UNDERTAKINGS.

      The Registrant hereby undertakes:

                                       21
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
this registration statement or any material change to such information in this
registration statement.

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

      4. That for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the shares of common stock offered herein, and the offering of such
shares of common stock at that time shall be deemed to be the initial bona fide
offering thereof.

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

                                       22
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Island City and State of New York on the 13th
day of May, 2002.

                                    THE MAJOR AUTOMOTIVE COMPANIES, INC.

                                    By:   /s/ Bruce Bendell
                                          --------------------------------------
                                          Bruce Bendell
                                          Chairman, Chief Executive Officer,
                                           President and Chief Operating Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE                        TITLE                       DATE
       ---------                        -----                       ----
/s/ Bruce Bendell                Chairman, Chief                  May 13, 2002
---------------------------
Bruce Bendell                    Executive Officer,
                                 President and Chief
                                 Operating Officer
                                 (Principal Executive
                                 Officer)

/s/ Richard L. Feinstein         Chief Financial Officer          May 13, 2002
---------------------------
Richard L. Feinstein             (Principal Financial and
                                 Accounting Officer)

/s/ Steven Nawi                  Director                         May 13, 2002
---------------------------
Steven Nawi

/s/ Jeffrey Weiner               Director                         May 13, 2002
---------------------------
Jeffrey Weiner

                                 Director                         May 13, 2002
---------------------------
David Edelstein
23
INDEX TO EXHIBITS
Exhibit Number              Description of Exhibit
--------------              ----------------------
4.1*                  February 18, 1997 Consulting Agreement by and between the
                      Registrant and Ronald Shapss Corporate Services, Inc.

4.2*                  November 5, 2001 Mutual Release and Settlement Agreement by
                      and among the Registrant, Ronald Shapss and Ronald Shapss
                      Corporate Services, Inc.

5*                    Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                      Rhine LLP

23.1*                 Consent of BDO Seidman, LLP

23.2*                 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass &
                      Rhine LLP (contained in Exhibit 5)
----------------

*     Filed herewith.

                                       24