As filed with the Securities and Exchange Commission on May   , 1997
                                                Registration No.



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


                           IMN FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                    14-1702188
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

              520 Broad Hollow Road,  Melville, New York            11746
              -------------------------------------------         ---------
                (Address of principal executive offices)         (Zip code)

                         NONSTATUTORY STOCK OPTION PLAN
                         -------------------------------
                              (Full title of plan)

                                 Edward Capuano
                             c/o IMN Financial Corp.
                  520 Broad Hollow Road,  Melville, New York 11746
                                  516-844-9805
                   ------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                                  Joel Pensley
                                One Sherman Square
                            New York, New York 10023
                                 (212) 595-4955


     Approximate  date of  commencement  of  proposed  reoffer  or resale to the
public by affiliates of the registrant:

     As soon as is practicable after filing of the Registration Statement
<PAGE>



                         CALCULATION OF REGISTRATION FEE
                         ===============================
--------------------------------------------------------------------------------


                                    Proposed       Maximum
Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per item (3)    price (1)          fee
--------------------------------------------------------------------------------
Shares of Common Stock (2)
 Underlying Non-      4,000,000      $3.00         $12,000,000     $3,434.34
 Statutory Options      Shares

                                                                  ----------
                                     Total registration fee        $3,434,34

     (1) Estimated for purposes of calculating the  registration fee pursuant to
Rule 457.

     (2) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
"Securities  Act"), the number of Shares of Common Stock to be registered is the
maximum  number of  Shares of Common  Stock  issuable  herein,  except  that any
additional  Shares of Common  Stock  issuable  pursuant to stock  splits,  stock
dividends or similar transactions will be deemed registered by this registration
statement.

     (3)  Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum offering price per Shares of Common Stock subject to outstanding options
("Options")  issued  pursuant  to the  Company's  Nonstatutory  Option Plan (the
"Plan")  has been  calculated  on the  basis of the  average  exercise  price of
outstanding Options, and the proposed maximum offering price per Share of Common
Stock  available  for grant under the Plan that are not  subject to  outstanding
Options  has been  calculated  on the  basis of the  current  price per Share of
Common  Stock.  Since  no  Options  have  been  issued  as of  the  date  of the
Registration Statement,  the maximum offering price per share of $3.00 per share
is the  closing  price  for one Share of Common  Stock as  reported  by the NASD
Electronic Bulletin Board on May 12, 1997 (the "Average Price").
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act, and the instructional
Note to Part I of Form S-8, the  information  required by Part I to be contained
in the  Section  10(a)  prospectus  has  been  omitted  from  this  Registration
Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by IMN Financial  Corp.  (the  "Registrant")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

     (1)  Form 8K current report dated May 12, 1997

     (2)  Quarterly  Report on Form  10-QSB for the six months  ended  March 31,
1997;

     (3) The description of the Registrant's  Shares of Common Stock, $0.001 par
value each,  contained in the Registrant's  current report on Form 8-K dated May
12,  1997,  including  any further  amendment or report filed for the purpose of
updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing of such documents.

     Item 4. Description of Securities.

     The Registrant's  certificate of  incorporation  authorizes the issuance of
45,000,000 shares of common stock,  $.001 par value each.  Shareholders (i) have
general ratable rights to dividends from funds legally available therefor, when,
as and if declared by the Board of Directors; (ii) are entitled to share ratably
in all assets of the Company  available for  distribution to  shareholders  upon
liquidation,  dissolution or winding up of the affairs of the Company;  (iii) do
not have  preemptive,  subscription  or  conversion  rights,  nor are  there any
redemption or sinking fund provisions  applicable thereto; and (iv) are entitled
to one  vote per  Share on all  matters  on which  shareholders  may vote at all
shareholder meetings.  All Shares of Common Stock now outstanding are fully paid
and nonassessable and all Shares of Common Stock to be issued pursuant to option
exercise will be fully paid and nonassessable  when issued.  Shareholders do not
have  cumulative  voting  rights.  Thus,  the  holders  of more than 50% of such
outstanding  Shares of Common Stock,  voting for the election of Directors,  can
elect all of the Directors to be elected,  if they so choose, and in such event,
the holders of the  remaining  Shares of Common  Stock will not be able to elect
any of the Company's Directors.

     Item 5. Interests of Named Experts and Counsel.

     Joel Pensley,  Esq., One Sherman Square, New York, New York 10023 has given
the Company his opinion upon the validity of the securities being registered and
has acted as counsel to the Company upon other legal matters in connection  with
the  registration  or offering of such  securities.  Joel  Pensley  owns 150,000
Shares of Common Stock.

                                       II-1
<PAGE>

     Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation  Law (the  "DGCL")  makes
provision for the  indemnification  of officers and directors of corporations in
terms  sufficiently  broad  to  indemnify  the  officers  and  directors  of the
Corporation   under   certain   circumstances   from   liabilities    (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act").  Section  102(b)(7)  of the DGCL permits a  corporation  to
provide in its Certificate of  Incorporation  that a director of the corporation
shall  not be  personally  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 omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law,  (iii) in
respect  of  certain  unlawful   dividend   payments  or  stock  redemptions  or
repurchases,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.

     As permitted by the DGCL, the  Corporation's  Certificate of  Incorporation
(the  "Charter")  provides that, to the fullest extent  permitted by the DGCL or
decisional law, no director shall be personally  liable to the Corporation or to
its  stockholders  for monetary  damages for breach of his  fiduciary  duty as a
director. The effect of this provision in the Charter is to eliminate the rights
of the Corporation and its stockholders (through stockholders'  derivative suits
on behalf of the Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director  thereof  (including  breaches  resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses  (i)-(iv),  inclusive,  above.  These  provisions  will not alter the
liability of directors under federal securities laws.

     The Corporation's  Bylaws (the "Bylaws") provide that the Corporation shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative or investigative by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of any other  corporation  or enterprise  (including  an employee  benefit
plan),  against all expenses,  liability and loss  (including  attorneys'  fees,
judgments,  fines,  ERISA excise taxes and penalties,  and amounts paid or to be
paid in  settlement,  and any interest,  assessments,  or other charges  imposed
thereof,  and any taxes  imposed  on such  person as a result of such  payments)
reasonably incurred or suffered by such person in connection with investigating,
defending,  being a witness in, or  participating  in (including on appeal),  or
preparing for any of the foregoing in such action,  suit or  proceeding,  to the
fullest  extent  authorized  by the DGCL,  provided that the  Corporation  shall
indemnify  such person in  connection  with any such action,  suit or proceeding
initiated  by such person only if  authorized  by the Board of  Directors of the
Corporation or brought to enforce certain indemnification rights.

     The Bylaws also provide that expenses incurred by an officer or director of
the  Corporation  (acting in his capacity as such) in defending any such action,
suit or proceeding shall be paid by the  Corporation,  provided that if required
by  the  DGCL  such  expenses  shall  be  advanced  only  upon  delivery  to the
Corporation  of an  undertaking  by or on behalf of such  director or officer to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be indemnified by the Corporation.  Expenses  incurred by other agents of the
Corporation  may be  advanced  upon such  terms and  conditions  as the Board of
Directors of the Corporation deems appropriate.  Any obligation to reimburse the
Corporation for expenses  advanced under such provisions  shall be unsecured and
no interest shall be charged thereon.

                                      II-2
<PAGE>

     The Bylaws also  provide  that  indemnification  provided for in the Bylaws
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled;  that any right of indemnification or protection provided under
the  Bylaws  shall  not be  adversely  affected  by any  amendment,  repeal,  or
modification  of the Bylaws;  and that the Corporation may purchase and maintain
insurance  to protect  itself and any such  person  against  any such  expenses,
liability  and loss,  whether  or not the  Corporation  would  have the power to
indemnify such person against such expenses, liability or loss under the DGCL or
the Bylaws.

     In addition to the above, the Corporation has entered into  indemnification
agreements  with  each  of  its  directors  and  certain  of its  officers.  The
indemnification   agreements  provide  directors  and  officers  with  the  same
indemnification  by the Corporation as described above and assure  directors and
officers  that  indemnification  will  continue  to be provided  despite  future
changes  in the  Bylaws  of  the  Corporation.  The  Corporation  also  provides
indemnity  insurance pursuant to which officers and directors are indemnified or
insured against liability or loss under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     4.1  IMN 1997 Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments thereto

     5.1  Opinion of Joel Pensley, Esq.

     23.1 Consent of Thomas P. Monahan, CPA

     23.2 Consent of Joel Pensley (included in his opinion filed as Exhibit 5.1)

                                     II-3
<PAGE>

  Item 9. UNDERTAKINGS

     IMN Financial Corp. hereby undertakes:

     The undersigned hereby undertakes:

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

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

    (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; 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 paragraphs  (a)(i) and (a(ii) do not apply if the
information  required by those  paragraphs  to be  included in a  post-effective
amendment  is  contained  in periodic  reports  filed with or  furnished  to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

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

(c)  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 Plan;

(d)  that, for purpose of determining  any liability  under the Securities  Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the 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 therein and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

                                      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 Town of Melville,  and State of New York on the 14th day of
May, 1997.



                                          IMN FINANCIAL CORP.
                                              (Registrant)


       Date: May 14, 1996      By: /s/Edward Capuano
                                    --------------------
                                    Edward Capuano,
                                     President and Principal
                                     Executive Officer and
                                     Principal Financial Officer





       Dated: May 14, 1997


     Pursuant to the requirements of the Securities Act of 1933, this report has
been  signed by the  following  persons on behalf of the  registrant  and in the
capacities on the date(s).


      /s/Edward Capuano             Director                May 14, 1997
       ------------------
       Edward Capuano


<PAGE>
                                INDEX TO EXHIBITS

   Exhibit                         Description
   -------                         -----------

     4.1  IMN  Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments thereto

     5.1  Opinion of Joel Pensley, Esq.

     23.1 Consent of Thomas P. Monahan, CPA

     23.2  Consent of Joel  Pensley,  Esq.  (included  in his  opinion  filed as
           Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "NONSTATUTORY STOCK OPTION PLAN", "secsgml_size_bytes": 19802}]
{"company-data": {"conformed-name": "NGT ENTERPRISES INC", "cik": "0000353646", "assigned-sic": "4100", "irs-number": "112558192", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27637", "film-number": "97613063"}, "business-address": {"street1": "520 BROAD HOLLOW RD", "street2": "SUITE 200", "city": "MELVILLE", "state": "NY", "zip": "11746", "phone": "5167473354"}, "mail-address": {"street1": "100 GARDEN CITY PLAZA SUITE 200", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}, "former-company": [{"former-conformed-name": "IMF FINANCIAL CORP", "date-changed": "19970519"}, {"former-conformed-name": "NGT ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "NUCLEAR & GENETIC TECHNOLOGY INC", "date-changed": "19891211"}]}
As filed with the Securities and Exchange Commission on May   , 1997
                                                Registration No.

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

                           IMN FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                    14-1702188
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

              520 Broad Hollow Road,  Melville, New York            11746
              -------------------------------------------         ---------
                (Address of principal executive offices)         (Zip code)

                         NONSTATUTORY STOCK OPTION PLAN
                         -------------------------------
                              (Full title of plan)

                                 Edward Capuano
                             c/o IMN Financial Corp.
                  520 Broad Hollow Road,  Melville, New York 11746
                                  516-844-9805
                   ------------------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                                  Joel Pensley
                                One Sherman Square
                            New York, New York 10023
                                 (212) 595-4955

     Approximate  date of  commencement  of  proposed  reoffer  or resale to the
public by affiliates of the registrant:

     As soon as is practicable after filing of the Registration Statement
CALCULATION OF REGISTRATION FEE
                         ===============================
--------------------------------------------------------------------------------

                                    Proposed       Maximum
Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per item (3)    price (1)          fee
--------------------------------------------------------------------------------
Shares of Common Stock (2)
 Underlying Non-      4,000,000      $3.00         $12,000,000     $3,434.34
 Statutory Options      Shares

                                                                  ----------
                                     Total registration fee        $3,434,34

     (1) Estimated for purposes of calculating the  registration fee pursuant to
Rule 457.

     (2) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
"Securities  Act"), the number of Shares of Common Stock to be registered is the
maximum  number of  Shares of Common  Stock  issuable  herein,  except  that any
additional  Shares of Common  Stock  issuable  pursuant to stock  splits,  stock
dividends or similar transactions will be deemed registered by this registration
statement.

     (3)  Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum offering price per Shares of Common Stock subject to outstanding options
("Options")  issued  pursuant  to the  Company's  Nonstatutory  Option Plan (the
"Plan")  has been  calculated  on the  basis of the  average  exercise  price of
outstanding Options, and the proposed maximum offering price per Share of Common
Stock  available  for grant under the Plan that are not  subject to  outstanding
Options  has been  calculated  on the  basis of the  current  price per Share of
Common  Stock.  Since  no  Options  have  been  issued  as of  the  date  of the
Registration Statement,  the maximum offering price per share of $3.00 per share
is the  closing  price  for one Share of Common  Stock as  reported  by the NASD
Electronic Bulletin Board on May 12, 1997 (the "Average Price").
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act, and the instructional
Note to Part I of Form S-8, the  information  required by Part I to be contained
in the  Section  10(a)  prospectus  has  been  omitted  from  this  Registration
Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by IMN Financial  Corp.  (the  "Registrant")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

     (1)  Form 8K current report dated May 12, 1997

     (2)  Quarterly  Report on Form  10-QSB for the six months  ended  March 31,
1997;

     (3) The description of the Registrant's  Shares of Common Stock, $0.001 par
value each,  contained in the Registrant's  current report on Form 8-K dated May
12,  1997,  including  any further  amendment or report filed for the purpose of
updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing of such documents.

     Item 4. Description of Securities.

     The Registrant's  certificate of  incorporation  authorizes the issuance of
45,000,000 shares of common stock,  $.001 par value each.  Shareholders (i) have
general ratable rights to dividends from funds legally available therefor, when,
as and if declared by the Board of Directors; (ii) are entitled to share ratably
in all assets of the Company  available for  distribution to  shareholders  upon
liquidation,  dissolution or winding up of the affairs of the Company;  (iii) do
not have  preemptive,  subscription  or  conversion  rights,  nor are  there any
redemption or sinking fund provisions  applicable thereto; and (iv) are entitled
to one  vote per  Share on all  matters  on which  shareholders  may vote at all
shareholder meetings.  All Shares of Common Stock now outstanding are fully paid
and nonassessable and all Shares of Common Stock to be issued pursuant to option
exercise will be fully paid and nonassessable  when issued.  Shareholders do not
have  cumulative  voting  rights.  Thus,  the  holders  of more than 50% of such
outstanding  Shares of Common Stock,  voting for the election of Directors,  can
elect all of the Directors to be elected,  if they so choose, and in such event,
the holders of the  remaining  Shares of Common  Stock will not be able to elect
any of the Company's Directors.

     Item 5. Interests of Named Experts and Counsel.

     Joel Pensley,  Esq., One Sherman Square, New York, New York 10023 has given
the Company his opinion upon the validity of the securities being registered and
has acted as counsel to the Company upon other legal matters in connection  with
the  registration  or offering of such  securities.  Joel  Pensley  owns 150,000
Shares of Common Stock.

                                       II-1
Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation  Law (the  "DGCL")  makes
provision for the  indemnification  of officers and directors of corporations in
terms  sufficiently  broad  to  indemnify  the  officers  and  directors  of the
Corporation   under   certain   circumstances   from   liabilities    (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act").  Section  102(b)(7)  of the DGCL permits a  corporation  to
provide in its Certificate of  Incorporation  that a director of the corporation
shall  not be  personally  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 omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law,  (iii) in
respect  of  certain  unlawful   dividend   payments  or  stock  redemptions  or
repurchases,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.

     As permitted by the DGCL, the  Corporation's  Certificate of  Incorporation
(the  "Charter")  provides that, to the fullest extent  permitted by the DGCL or
decisional law, no director shall be personally  liable to the Corporation or to
its  stockholders  for monetary  damages for breach of his  fiduciary  duty as a
director. The effect of this provision in the Charter is to eliminate the rights
of the Corporation and its stockholders (through stockholders'  derivative suits
on behalf of the Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director  thereof  (including  breaches  resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses  (i)-(iv),  inclusive,  above.  These  provisions  will not alter the
liability of directors under federal securities laws.

     The Corporation's  Bylaws (the "Bylaws") provide that the Corporation shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative or investigative by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of any other  corporation  or enterprise  (including  an employee  benefit
plan),  against all expenses,  liability and loss  (including  attorneys'  fees,
judgments,  fines,  ERISA excise taxes and penalties,  and amounts paid or to be
paid in  settlement,  and any interest,  assessments,  or other charges  imposed
thereof,  and any taxes  imposed  on such  person as a result of such  payments)
reasonably incurred or suffered by such person in connection with investigating,
defending,  being a witness in, or  participating  in (including on appeal),  or
preparing for any of the foregoing in such action,  suit or  proceeding,  to the
fullest  extent  authorized  by the DGCL,  provided that the  Corporation  shall
indemnify  such person in  connection  with any such action,  suit or proceeding
initiated  by such person only if  authorized  by the Board of  Directors of the
Corporation or brought to enforce certain indemnification rights.

     The Bylaws also provide that expenses incurred by an officer or director of
the  Corporation  (acting in his capacity as such) in defending any such action,
suit or proceeding shall be paid by the  Corporation,  provided that if required
by  the  DGCL  such  expenses  shall  be  advanced  only  upon  delivery  to the
Corporation  of an  undertaking  by or on behalf of such  director or officer to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be indemnified by the Corporation.  Expenses  incurred by other agents of the
Corporation  may be  advanced  upon such  terms and  conditions  as the Board of
Directors of the Corporation deems appropriate.  Any obligation to reimburse the
Corporation for expenses  advanced under such provisions  shall be unsecured and
no interest shall be charged thereon.

                                      II-2
The Bylaws also  provide  that  indemnification  provided for in the Bylaws
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled;  that any right of indemnification or protection provided under
the  Bylaws  shall  not be  adversely  affected  by any  amendment,  repeal,  or
modification  of the Bylaws;  and that the Corporation may purchase and maintain
insurance  to protect  itself and any such  person  against  any such  expenses,
liability  and loss,  whether  or not the  Corporation  would  have the power to
indemnify such person against such expenses, liability or loss under the DGCL or
the Bylaws.

     In addition to the above, the Corporation has entered into  indemnification
agreements  with  each  of  its  directors  and  certain  of its  officers.  The
indemnification   agreements  provide  directors  and  officers  with  the  same
indemnification  by the Corporation as described above and assure  directors and
officers  that  indemnification  will  continue  to be provided  despite  future
changes  in the  Bylaws  of  the  Corporation.  The  Corporation  also  provides
indemnity  insurance pursuant to which officers and directors are indemnified or
insured against liability or loss under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     4.1  IMN 1997 Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments thereto

     5.1  Opinion of Joel Pensley, Esq.

     23.1 Consent of Thomas P. Monahan, CPA

     23.2 Consent of Joel Pensley (included in his opinion filed as Exhibit 5.1)

                                     II-3
Item 9. UNDERTAKINGS

     IMN Financial Corp. hereby undertakes:

     The undersigned hereby undertakes:

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

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

    (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; 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 paragraphs  (a)(i) and (a(ii) do not apply if the
information  required by those  paragraphs  to be  included in a  post-effective
amendment  is  contained  in periodic  reports  filed with or  furnished  to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

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

(c)  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 Plan;

(d)  that, for purpose of determining  any liability  under the Securities  Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the 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 therein and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

                                      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 Town of Melville,  and State of New York on the 14th day of
May, 1997.

                                          IMN FINANCIAL CORP.
                                              (Registrant)

       Date: May 14, 1996      By: /s/Edward Capuano
                                    --------------------
                                    Edward Capuano,
                                     President and Principal
                                     Executive Officer and
                                     Principal Financial Officer

       Dated: May 14, 1997

     Pursuant to the requirements of the Securities Act of 1933, this report has
been  signed by the  following  persons on behalf of the  registrant  and in the
capacities on the date(s).

      /s/Edward Capuano             Director                May 14, 1997
       ------------------
       Edward Capuano
INDEX TO EXHIBITS

   Exhibit                         Description
   -------                         -----------

     4.1  IMN  Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments thereto

     5.1  Opinion of Joel Pensley, Esq.

     23.1 Consent of Thomas P. Monahan, CPA

     23.2  Consent of Joel  Pensley,  Esq.  (included  in his  opinion  filed as
           Exhibit 5)