<PAGE>

To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission on November 18, 1996
                                                   Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             New York                                            13-3832215
   (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

         533 W. 47th Street
         New York, New York                                          10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)

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

                       ANTHONY PISANO CONSULTING AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                       MARILYN WASBOTTEN SERVICES AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                       DEBORAH MACMILLAN SERVICES AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                    GERALD A. ADLER LEGAL SERVICES AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                             Stephen Fass, President
                               533 W. 47th Street
                            New York, New York  10036
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (212) 586-7600
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                     Copies to:  Samuel F. Ottensoser, Esq.
                             Baer Marks & Upham LLP
                                805 Third Avenue
                            New York, New York 10022
                                 (212) 702-5700

     If any of the Securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities 
Act of 1933, other than securities being offered only in connection with 
Dividend or Interest Reinvestment Plans, check the following line:  X
                                                                   ---
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
                                           AMOUNT TO BE         OFFERING PRICE      AGGREGATE OFFERING         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED           PER SHARE(5)             PRICE(5)         REGISTRATION FEE
<S>                                       <C>                 <C>                   <C>                   <C>              
Common Stock, par value $0.001 per
  share                                   25,000 shares(1)          $2.88                $72,000                $25

Common Stock, par value $0.001 per  
  share                                   10,000 shares(2)          $2.88                 28,800                $10

Common Stock, par value $0.001 per  
   share                                   1,000 shares(3)          $2.88                  2,880                $ 1
 
Common Stock, par value $0.001 per  
  share                                   10,500 shares(4)          $2.88                 30,240                $10
         
   
</TABLE>

(1)  Represents 25,000 shares underlying Option granted to Anthony Pisano
     pursuant to the Anthony Pisano Consulting Agreement.
(2)  Represents 10,000 shares to be issued to Marilyn Wasbotten pursuant to
     the Marilyn Wasbotten Services Agreement.
(3)  Represents 1,000 shares issued to Deborah MacMillan pursuant to the
     Deborah MacMillan Services Agreement.
(4)  Represents 10,500 shares issued to Gerald A. Adler pursuant to the
     Gerald A. Adler Legal Services Agreement.
(5)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) on the basis of the average of the bid ask 
     price as of the November 13, 1996.

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

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In connection with the Registration Statement on Form S-8 (the 
"Registration Statement") filed by William Greenberg Jr. Desserts and Cafes, 
Inc. (the "Company") with the Securities and Exchange Commission on 
November 18, 1996, the following shall constitute a prospectus that meets 
the requirements of Section 10(a) of the Securities Act of 1933:

ITEM 1.  PLAN INFORMATION.

     (a)  General Plan Information

     William Greenberg Jr. Desserts and Cafes, Inc. (the "Registrant" and
sometimes referred to herein as the "Company") and Anthony Pisano ("Pisano")
have entered into the Anthony Pisano Consulting Agreement, (the "Pisano Plan").
Pursuant to the Pisano Plan, Pisano has been engaged to render financial,
marketing, management and administrative advice to the Company to assist the
Company in locating and structuring business combinations, strategic partners
or other business agreements favorable to the Company and its shareholders.
As compensation for the services rendered, the Company has granted Pisano an
Option to purchase 25,000 shares of the Company's common stock, par value
$0.001 per share, (the "Common Stock") at the exercise price of $2.00 per
share. The Option was granted as of July 5, 1996 and expires January 5, 1998.

     The Company and Marilyn Wasbotten ("Wasbotten") have entered into the
Marilyn Wasbotten Services Agreement (the "Wasbotten Plan") pursuant to which
the Company issued 10,000 shares of Common Stock to Wasbotten in consideration
for certain consulting and advisory services.

     The Company and Deborah MacMillan ("MacMillan") have entered into the
Deborah MacMillan Services Agreement (the "MacMillan Plan") pursuant to which
the Company issued 1,000 shares of Common Stock to MacMillan in consideration
for services rendered to the Company.

     The Company and Gerald A. Adler ("Adler" and collectively with Pisano,
Wasbotten and MacMillan, the "Participants") have entered into the Gerald A.
Adler Legal Services Agreement (the "Adler Plan" and collectively with the
Pisano Plan, the Wasbotten Plan and the MacMillan Plan, the "Plans") pursuant to
which the Company issued 10,500 shares of Common Stock to Gerald A. Adler in
consideration for certain legal advisory services rendered to the Company.

     The Plans are not subject to any provisions of the Employee Retirement
Income Security Act of 1974.

     The name, address and telephone number of the Registrant are as set forth
on the facing page of this Registration Statement.  Additional information about
the Plans may be obtained from the Registrant by each respective participant
thereto.

     (b)  Securities to be Offered

          (1)  Shares of Common Stock.


                                    -2-

<PAGE>

          (2)  The common stock of the Registrant is registered under Section 12
          of the Exchange Act.

     (c)  Employees Who May Participate in the Plans

          Anthony Pisano, a consultant and financial advisor (an "Employee,
          defined by General Instruction A.1(a) of Form S-8) to the Registrant
          is the only eligible participant in the Pisano Plan.

          Marilyn Wasbotten, a consultant and advisor (an "Employee" defined by
          General Instruction A.1(a) of Form S-8) to the Registrant is the only
          eligible participant in the Wasbotten Plan.

          Deborah MacMillan, a consultant and advisor (an "Employee" defined by
          General Instruction A.1(a) of Form S-8) to the Registrant is the only
          eligible participant in the MacMillan Plan.

          Gerald A. Adler, a consultant and advisor (an "Employee" defined by
          General Instruction" A.1(a) of Form S-8) to the Registrant is the only
          eligible participant in the Adler Plan.

     (d)  Purchase of Securities Pursuant to the Plans and Payment for
          Securities Offered.

          (1)&(2)  The Participants under the Plans will be issued shares of
          Common Stock for consulting, financial or legal advisory services
          rendered.

          (3)  Contributions by the Participants are not applicable.

          (4)  No contribution by the Registrant other than the issuance of
          shares is applicable. 

          (5) Reports to the Participants as to the amount and status of their
          respective accounts under the Plan will not be made.

          (6) The shares issuable pursuant to the Plan will be newly issued
          shares of the Registrant.

     (e)  There are no resale restrictions on the securities offered.

     (f)  The Plans are not qualified under Section 401(a) of the Internal
Revenue Code and the Participants will recognize ordinary income at the time of
the issuance of their respective number of shares measured by the fair market
value of the Registrant's common stock which is acquired by the Participants. 
Additionally, the Participants will have income in the form of capital gains if
their respective number of shares are sold at a price in excess of the exercise
price.

     (g)  Investment of Funds


                                   -3-

<PAGE>

          Not Applicable

     (h)  Withdrawal from the Plans; Assignment of Interest

          (1)  The Participants may withdraw from the Plans at any time upon
          written notice to the Registrant.

          (2)  The Participants' interests in the Plans may not be assigned.

     (i)  Forfeitures and Penalties

          There are no provisions for forfeiture or penalties under the Plans
          except that termination of the Plans terminates the ability to receive
          shares thereunder.

     (j)  Charges and Deductions and Liens Therefor

          There are no charges and deductions that may be made against the
          Participants' interest in the Plans.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Registrant shall provide to Participants, without charge, upon written 
or oral requests, the documents incorporated herein by reference in Item 3 
of Part II of this Registration Statement.  The Registrant also shall provide 
to Participants, without charge, upon written or oral request, all other 
documents required to be delivered to the Participants pursuant to 
Rule 428(b).  Any and all such requests shall be directed to the Registrant 
at 533 W. 47th Street, New York, New York 10036, telephone number 212-586-7600.


                                    -4-

<PAGE>

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by William Greenberg Jr. 
Desserts and Cafes, Inc., a New York corporation (the "Registrant"), with the 
Securities and Exchange Commission (the "Commission"), are incorporated 
herein by reference:

     (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year 
ended December 31, 1995.

     (b)  The Registrant's Quarterly Reports on Form 10-QSB for each of the 
three-month periods ended, respectively, March 31, 1996 and June 30, 1996.

     (c)  The description of the Registrant's Common Stock, par value $0.001 
per share, which is contained in the Company's Registration Statement on Form 
8-A filed on September 28, 1995 under Section 12 of the Securities Exchange 
Act of 1934, as amended, including any amendment or report filed for the 
purpose of updating such description.

     In addition, all documents filed subsequent to the date of this 
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the 
filing of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then remaining 
unsold, shall be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of the filing of such 
documents.  Any statement contained in a document incorporated or deemed to 
be incorporated herein by reference 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The securities offered hereby are registered under Section 12 of the 
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL. 

     None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The New York Business Corporation Law ("NYBCL"), in general, allows 
corporations to indemnify their officers and directors against any judgment, 
fine, settlement or reasonable expenses


                                    II-1

<PAGE>

incurred in any non-derivative civil or criminal action, or against any 
settlement or reasonable expenses in any derivative civil action, if the 
officer or director acted in good faith and for a purpose that person 
reasonably believed to be in, or not opposed to, the best interests of the 
corporation.  In the case of a criminal action, the officer or director must 
have had no reasonable cause to believe that that person's conduct was 
unlawful.  Partial indemnification is allowed in cases where the officer or 
director was partially successful in defeating the claim.  The NYBCL 
establishes procedures for determining whether the standard of conduct has 
been met in the particular case, for timely notification of shareholders, for 
prepayment of expenses and for payment pursuant to a court order or as 
authorized by disinterested directors or the shareholders.  The NYBCL also 
provides that it is not exclusive of any other rights to which an officer or 
director may be entitled under the certificate of incorporation or by-laws or 
pursuant to an agreement, resolution of shareholders or resolution of 
directors which are authorized by the certificate of incorporation or 
by-laws; provided that no indemnification may be made if a judgment or other 
final adjudication adverse to the officer or director establishes that that 
person's acts were committed in bad faith or were the result of active and 
deliberate dishonesty and were material to the cause of action so 
adjudicated, or that that person personally gained in fact a financial profit 
or other advantage to which that person was not legally entitled.

     The Registrant's Restated Certificate of Incorporation and Amended and 
Restated By-Laws provide that the Registrant shall indemnify its officers and 
directors to the fullest extent permitted by New York law.

     The Registrant has entered into indemnification agreements with each of  
its directors and executive officers that provide the maximum indemnity 
allowed to directors and executive officers by the NYBCL and the Registrant's 
Restated Certificate of Incorporation, subject to certain exceptions, as well 
as certain additional procedural protections.  In addition, the 
indemnification agreements provide generally that the Registrant will advance 
expenses incurred by directors and executive officers in any action or 
proceeding as to which they may be entitled to indemnification, subject to 
certain exceptions.

     The Registrant maintains directors and officers liability and company 
reimbursement insurance which, among other things (i) provides for payment on 
behalf of its officers and directors against loss as defined in the policy 
stemming from acts committed by directors and officers in their capacity as 
such, and (ii) provides for payment on behalf of the Registrant against such 
loss but only when the Registrant shall be required or permitted to indemnify 
directors or officers for such loss pursuant to statutory or common law or 
pursuant to duly effective certificate of incorporation or by-law provisions. 

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


                                    II-2

<PAGE>

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER
-------
   5.1      Opinion of Baer Marks & Upham LLP.

  23.1      Consent of Weinick, Sanders & Co. LLP.

  23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

  24.1      Power of Attorney (included on signature page of this Registration
            Statement).

ITEM 9.  UNDERTAKINGS.

     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:

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

     (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;

     (4)  That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 
1934 that is incorporated by reference in this registration statement shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof;

     (5)  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 
furnish pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 
under the Securities Exchange Act of 1934; and where interim financial 
information required to be presented by Article 3 of Regulation S-X are 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; and


                                    II-3

<PAGE>

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


                                    II-4

<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 New York, State of New York, on the 
11th day of November, 1996.


                                       WILLIAM GREENBERG JR. DESSERTS 
                                         AND CAFES, INC.


                                       By:       /s/ STEPHEN FASS 
                                          ------------------------------------
                                                     Stephen Fass
                                          President and Chief Operating Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen Fass his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
     Signature                     Title                               Date
     ---------                     -----                               ----
<S>                             <C>                              <C>
  /s/ Stephen Fass             President, Chief Operating        November 11, 1996 
-------------------------      Officer and Director (Principal
      Stephen Fass             Executive Officer)

 /s/ Maria Marfuggi            Chairman of the Board,            November 11, 1996 
-------------------------      Chief Executive Officer and 
     Maria Marfuggi            Secretary (Principal Financial 
                               Officer) 

                               Director                          November   , 1996 
-------------------------       
     Richard Fechtor

 /s/ Raymond J. McKinstry      Director                           November 8, 1996 
-------------------------       
     Raymond J. McKinstry
</TABLE>


                                    II-5

<PAGE>

                                EXHIBIT INDEX

EXHIBIT
NUMBER
-------
  5.1      Opinion of Baer Marks & Upham LLP. 

 23.1      Consent of Weinick, Sanders & Co. LLP.

 23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

 24.1      Power of Attorney (included on signature page of this 
           Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24421}]
{"company-data": {"conformed-name": "WILLIAM GREENBERG JR DESSERTS & CAFES INC", "cik": "0000949721", "assigned-sic": "2050", "irs-number": "133832215", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16289", "film-number": "96668349"}, "business-address": {"street1": "533 WEST 47TH ST", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2125862826"}}
To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission on November 18, 1996
                                                   Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             New York                                            13-3832215
   (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

         533 W. 47th Street
         New York, New York                                          10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)

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

                       ANTHONY PISANO CONSULTING AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                       MARILYN WASBOTTEN SERVICES AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                       DEBORAH MACMILLAN SERVICES AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                    GERALD A. ADLER LEGAL SERVICES AGREEMENT
                             (FULL TITLE OF THE PLAN)

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

                             Stephen Fass, President
                               533 W. 47th Street
                            New York, New York  10036
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (212) 586-7600
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                     Copies to:  Samuel F. Ottensoser, Esq.
                             Baer Marks & Upham LLP
                                805 Third Avenue
                            New York, New York 10022
                                 (212) 702-5700

     If any of the Securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities 
Act of 1933, other than securities being offered only in connection with 
Dividend or Interest Reinvestment Plans, check the following line:  X
                                                                   ---
                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM      PROPOSED MAXIMUM
                                           AMOUNT TO BE         OFFERING PRICE      AGGREGATE OFFERING         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED           PER SHARE(5)             PRICE(5)         REGISTRATION FEE
Common Stock, par value $0.001 per
  share                                   25,000 shares(1)          $2.88                $72,000                $25

Common Stock, par value $0.001 per  
  share                                   10,000 shares(2)          $2.88                 28,800                $10

Common Stock, par value $0.001 per  
   share                                   1,000 shares(3)          $2.88                  2,880                $ 1
 
Common Stock, par value $0.001 per  
  share                                   10,500 shares(4)          $2.88                 30,240                $10
(1)  Represents 25,000 shares underlying Option granted to Anthony Pisano
     pursuant to the Anthony Pisano Consulting Agreement.
(2)  Represents 10,000 shares to be issued to Marilyn Wasbotten pursuant to
     the Marilyn Wasbotten Services Agreement.
(3)  Represents 1,000 shares issued to Deborah MacMillan pursuant to the
     Deborah MacMillan Services Agreement.
(4)  Represents 10,500 shares issued to Gerald A. Adler pursuant to the
     Gerald A. Adler Legal Services Agreement.
(5)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) on the basis of the average of the bid ask 
     price as of the November 13, 1996.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In connection with the Registration Statement on Form S-8 (the 
"Registration Statement") filed by William Greenberg Jr. Desserts and Cafes, 
Inc. (the "Company") with the Securities and Exchange Commission on 
November 18, 1996, the following shall constitute a prospectus that meets 
the requirements of Section 10(a) of the Securities Act of 1933:

ITEM 1.  PLAN INFORMATION.

     (a)  General Plan Information

     William Greenberg Jr. Desserts and Cafes, Inc. (the "Registrant" and
sometimes referred to herein as the "Company") and Anthony Pisano ("Pisano")
have entered into the Anthony Pisano Consulting Agreement, (the "Pisano Plan").
Pursuant to the Pisano Plan, Pisano has been engaged to render financial,
marketing, management and administrative advice to the Company to assist the
Company in locating and structuring business combinations, strategic partners
or other business agreements favorable to the Company and its shareholders.
As compensation for the services rendered, the Company has granted Pisano an
Option to purchase 25,000 shares of the Company's common stock, par value
$0.001 per share, (the "Common Stock") at the exercise price of $2.00 per
share. The Option was granted as of July 5, 1996 and expires January 5, 1998.

     The Company and Marilyn Wasbotten ("Wasbotten") have entered into the
Marilyn Wasbotten Services Agreement (the "Wasbotten Plan") pursuant to which
the Company issued 10,000 shares of Common Stock to Wasbotten in consideration
for certain consulting and advisory services.

     The Company and Deborah MacMillan ("MacMillan") have entered into the
Deborah MacMillan Services Agreement (the "MacMillan Plan") pursuant to which
the Company issued 1,000 shares of Common Stock to MacMillan in consideration
for services rendered to the Company.

     The Company and Gerald A. Adler ("Adler" and collectively with Pisano,
Wasbotten and MacMillan, the "Participants") have entered into the Gerald A.
Adler Legal Services Agreement (the "Adler Plan" and collectively with the
Pisano Plan, the Wasbotten Plan and the MacMillan Plan, the "Plans") pursuant to
which the Company issued 10,500 shares of Common Stock to Gerald A. Adler in
consideration for certain legal advisory services rendered to the Company.

     The Plans are not subject to any provisions of the Employee Retirement
Income Security Act of 1974.

     The name, address and telephone number of the Registrant are as set forth
on the facing page of this Registration Statement.  Additional information about
the Plans may be obtained from the Registrant by each respective participant
thereto.

     (b)  Securities to be Offered

          (1)  Shares of Common Stock.

                                    -2-
(2)  The common stock of the Registrant is registered under Section 12
          of the Exchange Act.

     (c)  Employees Who May Participate in the Plans

          Anthony Pisano, a consultant and financial advisor (an "Employee,
          defined by General Instruction A.1(a) of Form S-8) to the Registrant
          is the only eligible participant in the Pisano Plan.

          Marilyn Wasbotten, a consultant and advisor (an "Employee" defined by
          General Instruction A.1(a) of Form S-8) to the Registrant is the only
          eligible participant in the Wasbotten Plan.

          Deborah MacMillan, a consultant and advisor (an "Employee" defined by
          General Instruction A.1(a) of Form S-8) to the Registrant is the only
          eligible participant in the MacMillan Plan.

          Gerald A. Adler, a consultant and advisor (an "Employee" defined by
          General Instruction" A.1(a) of Form S-8) to the Registrant is the only
          eligible participant in the Adler Plan.

     (d)  Purchase of Securities Pursuant to the Plans and Payment for
          Securities Offered.

          (1)&(2)  The Participants under the Plans will be issued shares of
          Common Stock for consulting, financial or legal advisory services
          rendered.

          (3)  Contributions by the Participants are not applicable.

          (4)  No contribution by the Registrant other than the issuance of
          shares is applicable. 

          (5) Reports to the Participants as to the amount and status of their
          respective accounts under the Plan will not be made.

          (6) The shares issuable pursuant to the Plan will be newly issued
          shares of the Registrant.

     (e)  There are no resale restrictions on the securities offered.

     (f)  The Plans are not qualified under Section 401(a) of the Internal
Revenue Code and the Participants will recognize ordinary income at the time of
the issuance of their respective number of shares measured by the fair market
value of the Registrant's common stock which is acquired by the Participants. 
Additionally, the Participants will have income in the form of capital gains if
their respective number of shares are sold at a price in excess of the exercise
price.

     (g)  Investment of Funds

                                   -3-
Not Applicable

     (h)  Withdrawal from the Plans; Assignment of Interest

          (1)  The Participants may withdraw from the Plans at any time upon
          written notice to the Registrant.

          (2)  The Participants' interests in the Plans may not be assigned.

     (i)  Forfeitures and Penalties

          There are no provisions for forfeiture or penalties under the Plans
          except that termination of the Plans terminates the ability to receive
          shares thereunder.

     (j)  Charges and Deductions and Liens Therefor

          There are no charges and deductions that may be made against the
          Participants' interest in the Plans.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Registrant shall provide to Participants, without charge, upon written 
or oral requests, the documents incorporated herein by reference in Item 3 
of Part II of this Registration Statement.  The Registrant also shall provide 
to Participants, without charge, upon written or oral request, all other 
documents required to be delivered to the Participants pursuant to 
Rule 428(b).  Any and all such requests shall be directed to the Registrant 
at 533 W. 47th Street, New York, New York 10036, telephone number 212-586-7600.

                                    -4-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by William Greenberg Jr. 
Desserts and Cafes, Inc., a New York corporation (the "Registrant"), with the 
Securities and Exchange Commission (the "Commission"), are incorporated 
herein by reference:

     (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year 
ended December 31, 1995.

     (b)  The Registrant's Quarterly Reports on Form 10-QSB for each of the 
three-month periods ended, respectively, March 31, 1996 and June 30, 1996.

     (c)  The description of the Registrant's Common Stock, par value $0.001 
per share, which is contained in the Company's Registration Statement on Form 
8-A filed on September 28, 1995 under Section 12 of the Securities Exchange 
Act of 1934, as amended, including any amendment or report filed for the 
purpose of updating such description.

     In addition, all documents filed subsequent to the date of this 
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the 
filing of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then remaining 
unsold, shall be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of the filing of such 
documents.  Any statement contained in a document incorporated or deemed to 
be incorporated herein by reference 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The securities offered hereby are registered under Section 12 of the 
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL. 

     None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The New York Business Corporation Law ("NYBCL"), in general, allows 
corporations to indemnify their officers and directors against any judgment, 
fine, settlement or reasonable expenses

                                    II-1
incurred in any non-derivative civil or criminal action, or against any 
settlement or reasonable expenses in any derivative civil action, if the 
officer or director acted in good faith and for a purpose that person 
reasonably believed to be in, or not opposed to, the best interests of the 
corporation.  In the case of a criminal action, the officer or director must 
have had no reasonable cause to believe that that person's conduct was 
unlawful.  Partial indemnification is allowed in cases where the officer or 
director was partially successful in defeating the claim.  The NYBCL 
establishes procedures for determining whether the standard of conduct has 
been met in the particular case, for timely notification of shareholders, for 
prepayment of expenses and for payment pursuant to a court order or as 
authorized by disinterested directors or the shareholders.  The NYBCL also 
provides that it is not exclusive of any other rights to which an officer or 
director may be entitled under the certificate of incorporation or by-laws or 
pursuant to an agreement, resolution of shareholders or resolution of 
directors which are authorized by the certificate of incorporation or 
by-laws; provided that no indemnification may be made if a judgment or other 
final adjudication adverse to the officer or director establishes that that 
person's acts were committed in bad faith or were the result of active and 
deliberate dishonesty and were material to the cause of action so 
adjudicated, or that that person personally gained in fact a financial profit 
or other advantage to which that person was not legally entitled.

     The Registrant's Restated Certificate of Incorporation and Amended and 
Restated By-Laws provide that the Registrant shall indemnify its officers and 
directors to the fullest extent permitted by New York law.

     The Registrant has entered into indemnification agreements with each of  
its directors and executive officers that provide the maximum indemnity 
allowed to directors and executive officers by the NYBCL and the Registrant's 
Restated Certificate of Incorporation, subject to certain exceptions, as well 
as certain additional procedural protections.  In addition, the 
indemnification agreements provide generally that the Registrant will advance 
expenses incurred by directors and executive officers in any action or 
proceeding as to which they may be entitled to indemnification, subject to 
certain exceptions.

     The Registrant maintains directors and officers liability and company 
reimbursement insurance which, among other things (i) provides for payment on 
behalf of its officers and directors against loss as defined in the policy 
stemming from acts committed by directors and officers in their capacity as 
such, and (ii) provides for payment on behalf of the Registrant against such 
loss but only when the Registrant shall be required or permitted to indemnify 
directors or officers for such loss pursuant to statutory or common law or 
pursuant to duly effective certificate of incorporation or by-law provisions. 

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                    II-2
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER
-------
   5.1      Opinion of Baer Marks & Upham LLP.

  23.1      Consent of Weinick, Sanders & Co. LLP.

  23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

  24.1      Power of Attorney (included on signature page of this Registration
            Statement).

ITEM 9.  UNDERTAKINGS.

     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:

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

     (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;

     (4)  That, for purposes of determining any liability under the 
Securities Act of 1933, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 
1934 that is incorporated by reference in this registration statement shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof;

     (5)  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 
furnish pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 
under the Securities Exchange Act of 1934; and where interim financial 
information required to be presented by Article 3 of Regulation S-X are 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; and

                                    II-3
(6)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

                                    II-4
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 New York, State of New York, on the 
11th day of November, 1996.

                                       WILLIAM GREENBERG JR. DESSERTS 
                                         AND CAFES, INC.

                                       By:       /s/ STEPHEN FASS 
                                          ------------------------------------
                                                     Stephen Fass
                                          President and Chief Operating Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen Fass his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
Signature                     Title                               Date
     ---------                     -----                               ----
/s/ Stephen Fass             President, Chief Operating        November 11, 1996 
-------------------------      Officer and Director (Principal
      Stephen Fass             Executive Officer)

 /s/ Maria Marfuggi            Chairman of the Board,            November 11, 1996 
-------------------------      Chief Executive Officer and 
     Maria Marfuggi            Secretary (Principal Financial 
                               Officer) 

                               Director                          November   , 1996 
-------------------------       
     Richard Fechtor

 /s/ Raymond J. McKinstry      Director                           November 8, 1996 
-------------------------       
     Raymond J. McKinstry
II-5
EXHIBIT INDEX

EXHIBIT
NUMBER
-------
  5.1      Opinion of Baer Marks & Upham LLP. 

 23.1      Consent of Weinick, Sanders & Co. LLP.

 23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

 24.1      Power of Attorney (included on signature page of this 
           Registration Statement).