<PAGE>

    As filed with the Securities and Exchange Commission on January 24, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                      THE ROSE GROUP CORPORATION OF NEVADA
               (Exact name of issuer as specified in its charter)


            NEVADA                                        59-3575972
--------------------------------               ---------------------------------
(State or other Jurisdiction of)               (IRS Employer Identification No.)

        1748 Independence Boulevard, Building A, Sarasota, Florida 34234
                    (Address of principal executive offices)

                      CONSULTING AGREEMENT WITH DAVID MARKS
                            (Full title of the plans)

                                 Sheldon R. Rose
                     1748 Independence Boulevard, Building A
                             Sarasota, Florida 34234
                                 (941) 360-6060
                     (Name, Address, including zip code, and
                     telephone number, including area code,
                        of agent for service of process)

                                   ----------

                          Copies of Communications to:
                               John T. Kelly, Esq.
                        Wilentz, Goldman & Spitzer, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095


<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE

================================== ================== ====================== ===================== =================
                                                        Proposed Maximum       Proposed Maximum       Amount of
       Title of Securities           Amount to be        Offering Price       Aggregate Offering   Registration Fee
        to be Registered              Registered          Per Share(1)              Price
---------------------------------- ------------------ ---------------------- --------------------- -----------------
<S>                                <C>                <C>                    <C>                   <C>
         Common Stock,               580,000 Shares           $.34                $197,200.00            $49.30
   par value $.001 per share
================================== ================== ====================== ===================== =================
</TABLE>


------------------
(1)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
      purpose of calculating the registration fee, based upon the average of the
      reported high and low bid price of the shares of Common Stock on January
      19, 2001, as reported on the OTC Bulletin Board.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, as filed by The Rose Group Corporation of
Nevada (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

      (a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934.

      (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above.

      (c) The description of the Common Stock of the Company that is contained
in the Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on October 26, 1999 under Section 12(g) of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

            Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained therein 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 hereof.

            All reports and other documents subsequently filed by the Company
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 that indicate that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Under Nevada law, director immunity from liability to a corporation
or its shareholders for monetary liabilities applies automatically unless it is
specifically limited by a corporation's articles of incorporation (which is not
the case with the Company's articles of incorporation). Excepted from that
immunity are: (i) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a material
conflict of interest; (ii) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was unlawful); (iii) a transaction from
which the director derived an improper personal profit; and (iv) willful
misconduct.


<PAGE>

            Under certain circumstances, Nevada law provides for indemnification
of the Company's officers, directors, employees and agents against liabilities
that they may incur in such capacities. In general, any officer, director,
employee or agent may be indemnified against expenses, fines, settlements or
judgments arising in connection with a legal proceeding to which such person is
a party, if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is successful
upon the merits in such action, indemnification may be awarded only after a
determination by independent decision of the board of directors, by legal
counsel, or by a vote of the shareholders, that the applicable standard of
conduct was met by the person to be indemnified.

            The circumstances under which indemnification is granted in
connection with an action brought on the Company's behalf is generally the same
as those set forth above; however, with respect to such actions, indemnification
is granted only with respect to expenses actually incurred in connection with
the defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith and in a manner believed to have been
in the Company's best interest, and must not have been adjudged liable for
negligence or misconduct.

            The foregoing is only a summary description and is qualified in its
entirety by reference to the applicable Nevada Revised Statutes, specifically
Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 thereof.

            Section 4.3 of the Company's articles of incorporation limits
directors' personal liability to the Company or the Company's shareholders to
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, including repayment of distributions made in violation of
Nevada corporate law. Article V of the Company's by-laws provides for
indemnification of corporate agents in certain instances and authorizes the
purchase of liability insurance with regard thereto. The statutory provisions
also grant the Company the power to purchase and maintain insurance which
protects the Company's officers and directors against any liabilities incurred
in connection with their services in such positions, and such a policy may be
obtained by the Company.

            Except as otherwise disclosed herein, the Company has no contracts
in effect providing any person or entity with any specific rights of
indemnification although the Company's by-laws may authorize the Company's board
of directors to enter into and deliver such contracts to provide a person or
entity with specific rights of indemnification in addition to the rights
provided in the articles of incorporation and by-laws to the fullest extent
provided under Nevada law. The Company has no special insurance against
liability although the Company's by-laws provide that the Company may, unless
prohibited by Nevada law, maintain such insurance.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the Company's directors, officers and
controlling persons, the Company 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the Company's payment of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with any securities being registered, the Company will, unless, in
the opinion of the Company's legal counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by the Company is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.


<PAGE>

ITEM 8.  EXHIBITS.

            The following is a list of exhibits filed as part of this
registration statement.

Exhibit Number                               Exhibit
--------------                               -------

4.1                     Consulting Agreement between The Rose Group Corporation
                        of Nevada and David Marks dated January 18, 2001

5.1                     Opinion of Wilentz, Goldman & Spitzer, P.A.

23.1                    Consent of Pender Newkirk & Company

23.2                    Consent of Wilentz, Goldman & Spitzer, P.A. (included
                        as part of Exhibit 5.1)


ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424 (b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and

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

                   PROVIDED, HOWEVER, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do 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 Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by referenced 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.

<PAGE>

                  (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.

         (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company'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.

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


<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meet all
of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned in the City of Sarasota,
State of Florida, on the 24th day of January 2001.


                               THE ROSE GROUP CORPORATION
                                  OF NEVADA


                               By: /s/ Sheldon R. Rose
                                   ---------------------------------------------
                                   SHELDON R. ROSE,
                                   Director, President and Chief Executive
                                   Officer and Chief Financial Officer
                                   (Principal Executive Officer and
                                   Principal Financial and Accounting Officer)


      In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:


/s/ Sheldon R. Rose                                   Dated:   January 24, 2001
------------------------------------
Sheldon R. Rose
Chairman


/s/ Francine H. Nichols                               Dated:   January 24, 2001
------------------------------------
Francine H. Nichols
Director


/s/ Dr. Arnold L. Tanis                               Dated:   January 24, 2001
------------------------------------
Dr. Arnold L. Tanis
Director


/s/ Rose C. Smith                                     Dated:   January 24, 2001
------------------------------------
Rose C. Smith
Director


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                                       Exhibit
-------                                      -------

4.1                     Consulting Agreement between The Rose Group Corporation
                        of Nevada and David Marks dated January 18, 2001


5.1                     Opinion of Wilentz, Goldman & Spitzer, P.A.


23.1                    Consent of Pender Newkirk & Company

23.2                    Consent of Wilentz, Goldman & Spitzer, P.A.
                        (included as part of Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "a2036047zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17943}]
{"company-data": {"conformed-name": "ROSE GROUP OF NEVADA", "cik": "0001091810", "assigned-sic": "9995", "irs-number": "593575972", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54196", "film-number": "1513896"}, "business-address": {"street1": "1748 INDEPENDENCE BLVD", "street2": "BUILDING A", "city": "SARASOTA", "state": "FL", "zip": "34234", "phone": "9413711622"}}
As filed with the Securities and Exchange Commission on January 24, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                      THE ROSE GROUP CORPORATION OF NEVADA
               (Exact name of issuer as specified in its charter)

            NEVADA                                        59-3575972
--------------------------------               ---------------------------------
(State or other Jurisdiction of)               (IRS Employer Identification No.)

        1748 Independence Boulevard, Building A, Sarasota, Florida 34234
                    (Address of principal executive offices)

                      CONSULTING AGREEMENT WITH DAVID MARKS
                            (Full title of the plans)

                                 Sheldon R. Rose
                     1748 Independence Boulevard, Building A
                             Sarasota, Florida 34234
                                 (941) 360-6060
                     (Name, Address, including zip code, and
                     telephone number, including area code,
                        of agent for service of process)

                                   ----------

                          Copies of Communications to:
                               John T. Kelly, Esq.
                        Wilentz, Goldman & Spitzer, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095
CALCULATION OF REGISTRATION FEE

================================== ================== ====================== ===================== =================
                                                        Proposed Maximum       Proposed Maximum       Amount of
       Title of Securities           Amount to be        Offering Price       Aggregate Offering   Registration Fee
        to be Registered              Registered          Per Share(1)              Price
---------------------------------- ------------------ ---------------------- --------------------- -----------------
Common Stock,               580,000 Shares           $.34                $197,200.00            $49.30
   par value $.001 per share
================================== ================== ====================== ===================== =================
------------------
(1)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
      purpose of calculating the registration fee, based upon the average of the
      reported high and low bid price of the shares of Common Stock on January
      19, 2001, as reported on the OTC Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, as filed by The Rose Group Corporation of
Nevada (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

      (a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934.

      (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above.

      (c) The description of the Common Stock of the Company that is contained
in the Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on October 26, 1999 under Section 12(g) of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

            Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained therein 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 hereof.

            All reports and other documents subsequently filed by the Company
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 that indicate that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Under Nevada law, director immunity from liability to a corporation
or its shareholders for monetary liabilities applies automatically unless it is
specifically limited by a corporation's articles of incorporation (which is not
the case with the Company's articles of incorporation). Excepted from that
immunity are: (i) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a material
conflict of interest; (ii) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was unlawful); (iii) a transaction from
which the director derived an improper personal profit; and (iv) willful
misconduct.
Under certain circumstances, Nevada law provides for indemnification
of the Company's officers, directors, employees and agents against liabilities
that they may incur in such capacities. In general, any officer, director,
employee or agent may be indemnified against expenses, fines, settlements or
judgments arising in connection with a legal proceeding to which such person is
a party, if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is successful
upon the merits in such action, indemnification may be awarded only after a
determination by independent decision of the board of directors, by legal
counsel, or by a vote of the shareholders, that the applicable standard of
conduct was met by the person to be indemnified.

            The circumstances under which indemnification is granted in
connection with an action brought on the Company's behalf is generally the same
as those set forth above; however, with respect to such actions, indemnification
is granted only with respect to expenses actually incurred in connection with
the defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith and in a manner believed to have been
in the Company's best interest, and must not have been adjudged liable for
negligence or misconduct.

            The foregoing is only a summary description and is qualified in its
entirety by reference to the applicable Nevada Revised Statutes, specifically
Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 thereof.

            Section 4.3 of the Company's articles of incorporation limits
directors' personal liability to the Company or the Company's shareholders to
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, including repayment of distributions made in violation of
Nevada corporate law. Article V of the Company's by-laws provides for
indemnification of corporate agents in certain instances and authorizes the
purchase of liability insurance with regard thereto. The statutory provisions
also grant the Company the power to purchase and maintain insurance which
protects the Company's officers and directors against any liabilities incurred
in connection with their services in such positions, and such a policy may be
obtained by the Company.

            Except as otherwise disclosed herein, the Company has no contracts
in effect providing any person or entity with any specific rights of
indemnification although the Company's by-laws may authorize the Company's board
of directors to enter into and deliver such contracts to provide a person or
entity with specific rights of indemnification in addition to the rights
provided in the articles of incorporation and by-laws to the fullest extent
provided under Nevada law. The Company has no special insurance against
liability although the Company's by-laws provide that the Company may, unless
prohibited by Nevada law, maintain such insurance.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the Company's directors, officers and
controlling persons, the Company 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the Company's payment of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with any securities being registered, the Company will, unless, in
the opinion of the Company's legal counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by the Company is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.
ITEM 8.  EXHIBITS.

            The following is a list of exhibits filed as part of this
registration statement.

Exhibit Number                               Exhibit
--------------                               -------

4.1                     Consulting Agreement between The Rose Group Corporation
                        of Nevada and David Marks dated January 18, 2001

5.1                     Opinion of Wilentz, Goldman & Spitzer, P.A.

23.1                    Consent of Pender Newkirk & Company

23.2                    Consent of Wilentz, Goldman & Spitzer, P.A. (included
                        as part of Exhibit 5.1)

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424 (b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and

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

                   PROVIDED, HOWEVER, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do 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 Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by referenced 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 that remain unsold
            at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company'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.

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

      In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meet all
of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned in the City of Sarasota,
State of Florida, on the 24th day of January 2001.

                               THE ROSE GROUP CORPORATION
                                  OF NEVADA

                               By: /s/ Sheldon R. Rose
                                   ---------------------------------------------
                                   SHELDON R. ROSE,
                                   Director, President and Chief Executive
                                   Officer and Chief Financial Officer
                                   (Principal Executive Officer and
                                   Principal Financial and Accounting Officer)

      In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ Sheldon R. Rose                                   Dated:   January 24, 2001
------------------------------------
Sheldon R. Rose
Chairman

/s/ Francine H. Nichols                               Dated:   January 24, 2001
------------------------------------
Francine H. Nichols
Director

/s/ Dr. Arnold L. Tanis                               Dated:   January 24, 2001
------------------------------------
Dr. Arnold L. Tanis
Director

/s/ Rose C. Smith                                     Dated:   January 24, 2001
------------------------------------
Rose C. Smith
Director
INDEX TO EXHIBITS

Exhibit
Number                                       Exhibit
-------                                      -------

4.1                     Consulting Agreement between The Rose Group Corporation
                        of Nevada and David Marks dated January 18, 2001

5.1                     Opinion of Wilentz, Goldman & Spitzer, P.A.

23.1                    Consent of Pender Newkirk & Company

23.2                    Consent of Wilentz, Goldman & Spitzer, P.A.
                        (included as part of Exhibit 5.1)