<PAGE>   1

As Filed with the Securities and Exchange Commission on June 20, 1996
                                                    Registration Number 0-12775
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                        ODESSA FOODS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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

            Delaware                                     75-1613360
         (State or other                             (I.R.S. Employer
          jurisdiction                            Identification Number)
         of incorporation                        
         or organization)


                             One Evertrust Plaza
                       Jersey City, New Jersey   07302
                          Telephone:  718-646-4175
                  (Address of principal executive offices)

                      Odessa Foods International, Inc.
                    1996 Non-Statutory Stock Option Plan
                          (Full title of the Plan)

                             Gary B. Wolff, P.C.
                              747 Third Avenue
                          New York, New York  10017
                          Telephone: (212) 644-6446
         (Name, address and telephone number of agent for service.)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE                       
==========================================================================================
    Title of                            Proposed         Proposed
   securities                           maximum          maximum           Amount of
     to be           Amount to be    offering price     aggregate        registration
   registered         registered       per share      offering price          fee
- ------------------------------------------------------------------------------------------
<S>                   <C>             <C>                <C>                <C>
  Common Stock                      
$.00001 par value     1,000,000       $1.50              $1,500,000         $517.25
- ------------------------------------------------------------------------------------------
</TABLE>                            





                                     1 of 8
<PAGE>   2


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

The following documents are incorporated by reference in the registration
statement:

         (a)     The registrant's latest annual report on Form 10-KSB.
         (b)     All other reports filed by the registrant pursuant to sections
                 13(a) or 15(d) of the Securities Exchange Act of 1934 since
                 the end of the year covered by the Form 10-KSB referred to in
                 (a) above.
         (c)     Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates
that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents.  Any statement contained 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 or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities.

The registrant is authorized to issue Twenty Five Million (25,000,000) shares
of Common Stock.  The par value of each of said shares is $.00001.  All such
shares are of one class, which shares of Common Stock has full voting and
dividend rights but without cumulative voting rights or any pre-emptive rights.

Item 5.  Interest of Named Experts and Counsel.

Not Applicable

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to
indemnification from judgments, fines, amounts  paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Additionally, Article "11" of the registrant's amended Articles of
Incorporation (as filed November 27, 1995) reads as follows:

         "11:    No Director of the Corporation shall be liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a Director, except for liability (i) for any breach
         of the Director's duty of loyalty to the Corporation or its
         stockholders; (ii) for acts or





                                    2 of 8
<PAGE>   3
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law; (iii) for the payment of unlawful
         dividends or unlawful stock repurchases or redemptions under Section
         174 of the Delaware General Corporation Law; or (iv) for any
         transaction from which the Director derived an improper personal
         benefit.


Item 7.  Exemption from Registration Claimed.

Not applicable

Item 8.  Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

Item 9.  Undertakings.

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this
                 registration statement:

                          (i)              To include any prospectus required
                          by section 10(a)(3) of the Securities Act of 1933;

                          (ii)             To reflect in the prospectus any
                          facts or events arising after the effective date of
                          the registration statement (or the most recent
                          post-effective amendment thereto) which, individually
                          or in the aggregate, represents a fundamental change
                          in the information set forth in the registration
                          statement; and

                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
                 under the Securities Act of 1933, each such post-effective
                 amendment shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

                 (3)      to remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         (b)     The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of
         1933, each filing of the registrant's annual report pursuant to
         Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to Section 15(d) of the Securities Exchange Act
         of 1934) that is incorporated by reference in the registration
         statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide





                                    3 of 8
<PAGE>   4
         offering thereof.

         (e)     The undersigned registrant hereby undertakes to deliver or
         cause to be delivered with the prospectus, to each person to whom the
         prospectus is sent or given, the latest annual report to security
         holders that is incorporated by reference in the prospectus and
         furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 124c-3 under the Securities Exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X is not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated
         by reference in the prospectus to provide such interim financial
         information.

         (h)     Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the provisions
         described in Item 6, or otherwise, the registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a  claim for
         indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.





                                     4 of 8
<PAGE>   5
                                   SIGNATURES



The Registrant.  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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in City of New York, State of New York
on June 18, 1996.


                                                Odessa Foods International, Inc.

                                                   /Leon Golden/

                                                By:  Leon Golden, President


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

         Name                                                 Date
                                           
                                           
    /Leon Golden/                                         June 18, 1996
- -----------------------------------                                 
Leon Golden, President and a Director      
                                           
                                           
   /Werner Heim/                                          June 18, 1996
- ----------------------------------                                  
Werner Heim, Secretary-Treasurer           
 and Director                              





                                    5 of 8
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                 Page in Sequential
Exhibit Index.                                                                   Number system
<S>              <C>                                                                <C>
(1)              Not Applicable                                           
(2)              Not Applicable                                           
(3)              Not Applicable                                           
(4)              Not Applicable                                           
(5)              Consent and Opinion of Gary B. Wolff, P.C., 747 Third    
                 Avenue, New York, New York 10017 regarding legality      
                 of securities registered under this Registration         
                 Statement and to the references to such attorney         
                 in the Registration Statement on Form S-8                          7
(6)              Not Applicable                                           
(7)              Not Applicable                                           
(8)              Not Applicable                                           
(9)              Not Applicable                                           
(10)             Not Applicable                                           
(11)             Not Applicable                                           
(12)             Not Applicable                                           
(13)             Not Applicable                                           
(14)             Not Applicable                                           
(15)             Not Applicable                                           
(16)             Not Applicable                                           
(17)             Not Applicable                                           
(18)             Not Applicable                                           
(19)             Not Applicable                                           
(20)             Not Applicable                                           
(21)             Not Applicable                                           
(22)             Not Applicable                                           
(23)             Consent of Bederson & Company LLP, Certified Public      
                 Accountants for the Company for years ended              
                 June 30, 1995 and 1994                                             8
(24)             Not Applicable                                           
(25)             Not Applicable                                           
(26)             Not Applicable                                           
(27)             Not Applicable                                           
(28)             Not Applicable                                           
(99)             Not Applicable                                           
</TABLE>                                                                  





                                     6 of 8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16605}]
{"company-data": {"conformed-name": "ODESSA FOODS INTERNATIONAL INC", "cik": "0000751412", "assigned-sic": "3560", "irs-number": "751613360", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06381", "film-number": "96583444"}, "business-address": {"street1": "ONE EVERTRUST PLAZA 3RD FL", "street2": "C/O BERKSHIRE INTERNATIONAL FINANCE, INC", "city": "JERSEY CITY", "state": "NJ", "zip": "07302", "phone": "7186464175"}, "mail-address": {"street1": "ONE EVERTRUST PLZ", "street2": "C/O BERKSHIRE INTERNATIONAL FINANCE INC", "city": "JERSEY CITY", "state": "NJ", "zip": "07032"}, "former-company": {"former-conformed-name": "FLUID LIFT INTERNATIONAL INC", "date-changed": "19940628"}}
1

As Filed with the Securities and Exchange Commission on June 20, 1996
                                                    Registration Number 0-12775
- --------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                        ODESSA FOODS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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

            Delaware                                     75-1613360
         (State or other                             (I.R.S. Employer
          jurisdiction                            Identification Number)
         of incorporation                        
         or organization)

                             One Evertrust Plaza
                       Jersey City, New Jersey   07302
                          Telephone:  718-646-4175
                  (Address of principal executive offices)

                      Odessa Foods International, Inc.
                    1996 Non-Statutory Stock Option Plan
                          (Full title of the Plan)

                             Gary B. Wolff, P.C.
                              747 Third Avenue
                          New York, New York  10017
                          Telephone: (212) 644-6446
         (Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE                       
==========================================================================================
    Title of                            Proposed         Proposed
   securities                           maximum          maximum           Amount of
     to be           Amount to be    offering price     aggregate        registration
   registered         registered       per share      offering price          fee
- ------------------------------------------------------------------------------------------
Common Stock                      
$.00001 par value     1,000,000       $1.50              $1,500,000         $517.25
- ------------------------------------------------------------------------------------------
1 of 8
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

The following documents are incorporated by reference in the registration
statement:

         (a)     The registrant's latest annual report on Form 10-KSB.
         (b)     All other reports filed by the registrant pursuant to sections
                 13(a) or 15(d) of the Securities Exchange Act of 1934 since
                 the end of the year covered by the Form 10-KSB referred to in
                 (a) above.
         (c)     Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates
that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents.  Any statement contained 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 or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities.

The registrant is authorized to issue Twenty Five Million (25,000,000) shares
of Common Stock.  The par value of each of said shares is $.00001.  All such
shares are of one class, which shares of Common Stock has full voting and
dividend rights but without cumulative voting rights or any pre-emptive rights.

Item 5.  Interest of Named Experts and Counsel.

Not Applicable

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to
indemnification from judgments, fines, amounts  paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Additionally, Article "11" of the registrant's amended Articles of
Incorporation (as filed November 27, 1995) reads as follows:

         "11:    No Director of the Corporation shall be liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a Director, except for liability (i) for any breach
         of the Director's duty of loyalty to the Corporation or its
         stockholders; (ii) for acts or

                                    2 of 8
3
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law; (iii) for the payment of unlawful
         dividends or unlawful stock repurchases or redemptions under Section
         174 of the Delaware General Corporation Law; or (iv) for any
         transaction from which the Director derived an improper personal
         benefit.

Item 7.  Exemption from Registration Claimed.

Not applicable

Item 8.  Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

Item 9.  Undertakings.

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this
                 registration statement:

                          (i)              To include any prospectus required
                          by section 10(a)(3) of the Securities Act of 1933;

                          (ii)             To reflect in the prospectus any
                          facts or events arising after the effective date of
                          the registration statement (or the most recent
                          post-effective amendment thereto) which, individually
                          or in the aggregate, represents a fundamental change
                          in the information set forth in the registration
                          statement; and

                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
                 under the Securities Act of 1933, each such post-effective
                 amendment shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

                 (3)      to remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         (b)     The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of
         1933, each filing of the registrant's annual report pursuant to
         Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to Section 15(d) of the Securities Exchange Act
         of 1934) that is incorporated by reference in the registration
         statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide

                                    3 of 8
4
         offering thereof.

         (e)     The undersigned registrant hereby undertakes to deliver or
         cause to be delivered with the prospectus, to each person to whom the
         prospectus is sent or given, the latest annual report to security
         holders that is incorporated by reference in the prospectus and
         furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 124c-3 under the Securities Exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X is not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated
         by reference in the prospectus to provide such interim financial
         information.

         (h)     Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the provisions
         described in Item 6, or otherwise, the registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a  claim for
         indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                     4 of 8
5
                                   SIGNATURES

The Registrant.  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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in City of New York, State of New York
on June 18, 1996.

                                                Odessa Foods International, Inc.

                                                   /Leon Golden/

                                                By:  Leon Golden, President

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

         Name                                                 Date
                                           
                                           
    /Leon Golden/                                         June 18, 1996
- -----------------------------------                                 
Leon Golden, President and a Director      
                                           
                                           
   /Werner Heim/                                          June 18, 1996
- ----------------------------------                                  
Werner Heim, Secretary-Treasurer           
 and Director                              

                                    5 of 8
6
Page in Sequential
Exhibit Index.                                                                   Number system
(1)              Not Applicable                                           
(2)              Not Applicable                                           
(3)              Not Applicable                                           
(4)              Not Applicable                                           
(5)              Consent and Opinion of Gary B. Wolff, P.C., 747 Third    
                 Avenue, New York, New York 10017 regarding legality      
                 of securities registered under this Registration         
                 Statement and to the references to such attorney         
                 in the Registration Statement on Form S-8                          7
(6)              Not Applicable                                           
(7)              Not Applicable                                           
(8)              Not Applicable                                           
(9)              Not Applicable                                           
(10)             Not Applicable                                           
(11)             Not Applicable                                           
(12)             Not Applicable                                           
(13)             Not Applicable                                           
(14)             Not Applicable                                           
(15)             Not Applicable                                           
(16)             Not Applicable                                           
(17)             Not Applicable                                           
(18)             Not Applicable                                           
(19)             Not Applicable                                           
(20)             Not Applicable                                           
(21)             Not Applicable                                           
(22)             Not Applicable                                           
(23)             Consent of Bederson & Company LLP, Certified Public      
                 Accountants for the Company for years ended              
                 June 30, 1995 and 1994                                             8
(24)             Not Applicable                                           
(25)             Not Applicable                                           
(26)             Not Applicable                                           
(27)             Not Applicable                                           
(28)             Not Applicable                                           
(99)             Not Applicable
6 of 8