As filed with the Securities and Exchange Commission on August 11, 2000
                              Registration No. 333-

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

                            The Classica Group, Inc.
               (exact name of issuer as specified in its charter)

                     New York                  13-3413467
            (State of incorporation)      (federal ID number)

 1835 Swarthmore Avenue
  Lakewood, New Jersey                       08701
 (Address of Principal                    (Zip Code)
   Executive Offices)
                            The Classica Group, Inc.
               1998 Incentive and Non-qualified Stock Option Plan
                            (Full Title of the Plan)

                                            With copy to:
Mr. Bernard F. Lillis, Jr.                     W. Raymond Felton, Esq.
Saratoga Brands Inc.                           Greenbaum, Rowe, Smith, Ravin,
1835 Swarthmore Avenue                         Davis & Himmel
Lakewood, New Jersey  08701                    Metro Corporate Campus I
(732)363-3800                                  P.O. Box 5600
(Name, address and telephone                   Woodbridge, New Jersey  07095
number of agent for service)                   (732)549-5600

Appropriate Date of Commencement of Proposed Offer to Public:  From time to time
after the effective date of this Registration Statement.

                      CALCULATION OF REGISTRATION FEE
                     |              | Proposed | Proposed  |
                     |              | maximum  | maximum   |
   Title of Proposed | Amount       | offering | aggregate | Amount of
   securities to     | to be        | price per| offering  | registration
   be registered     | Registered(1)| share (2)| price(2)  | fee
   -----------------------------------------------------------------------
                     |              |          |           |
   Common Stock;     |              |          |           |
   $.001 par value   |   550,000    |          |           |
   per share         |  shares      |   $5.50  |$1,500,250 |    $417.07
   -----------------------------------------------------------------------

1) An  undetermined  number of  additional  shares  may be issued as a result of
stock dividends, stock splits or other recapitalizations.

2) These  shares of Common  Stock  represent  the  shares of Common  Stock  with
respect to which  options may have been  granted  under the 1998  Incentive  and
Non-Qualified   Stock Option  Plan.  Under the  1998 Incentive and Non-Qualified
Stock  Option  Plan  275,000  options  have  been  granted at $1.25, and 100,000
options have been granted at $1.94. All other shares are to be offered at prices
not  presently  determinable.  Pursuant  to Rule  457(h),  the option price  for
these shares is estimated solely for the purpose of determining the registration
fee and  is  based  upon the closing price of the Common Stock on August 7, 2000
which was $5.50 as reported by the NASDAQ.

                                  Page 1 of 13




                           Exhibit Index on Page II-2

Cross  reference  sheet showing the location in the  Prospectus  of  information
required to be included in the Prospectus in response to Items of Form S-8.

Item       Caption or Sub-Caption in Prospectus                           Page

1.       Plan Information  . . . . . . . . . . . . . . . . .               6

2.       Registrant Information and Employee Plan
           Annual Information  . . . . . . . . . . . . . . .               6

3.       Incorporation of Documents by Reference . . . . . .               12

4.       Description of Securities . . . . . . . . . . . . .               10

5.       Interests of Named Experts and Counsel  . . . . . .               N/A

6.       Indemnification of Officers and Directors . . . . .               10

7.       Exemption From Registration Claimed . . . . . . . .               N/A

8.       Exhibits  . . . . . . . . . . . . . . . . . . . . .               13

9.       Undertakings  . . . . . . . . . . . . . . . . . . .               13


                                       2
<PAGE>

                                   PROSPECTUS

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

                            The Classica Group, Inc.
               1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                  ---------------------------------------------

                         550,000 SHARES OF COMMON STOCK
                           ($.001 PAR VALUE PER SHARE)
                  ---------------------------------------------


         Options for shares (the "Shares") of the common stock,  $.001 par value
per  share  (the  "Common Stock")  of  The  Classica  Group, Inc.(the "Company")
covered by this  Prospectus  have been, and may in the future be, granted by the
Company to employees (including officers and directors) of the Company under the
1998 Incentive  and Non-qualified  Stock Option Plan (the "Plan"). Each employee
receiving an option is offered the opportunity  to purchase the number of Shares
specified in such option at a price and on the terms set forth therein.

         The  net  proceeds  of  the  offering   covered   hereby  are  not  now
determinable as such proceeds will depend upon the number of shares offered, the
number of shares  purchased,  prevailing  market  prices and expenses  incurred.
However, the maximum gross proceeds will be $1,500,250.

         It  is  advisable  for  an  optionee  to  consult  with  legal  counsel
concerning  the  securities  and  tax law  implications  of his  acquisition  or
disposition of shares under the Plan.

         Any  officer,  director  or  beneficial  owner of more  than 10% of our
common  stock  who  holds  an  option   under  the  Plan  should   consider  the
applicability of Section 16 of the Securities  Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any of
the Company's common stock acquired thereby.

       Our principal executive  office is  located  at 1835  Swarthmore  Avenue,
Lakewood,  New  Jersey  08701  and  the  telephone  number  of  such  office  is
(732)363-3800.
                 The date of this Prospectus is August 10, 2000.

                                       3
<PAGE>

            TABLE OF CONTENTS

                                                                          PAGE

AVAILABLE INFORMATION..........................................            5

INTRODUCTION ..................................................            6

PURPOSE AND ADMINISTRATION OF THE PLAN ........................            6

DESCRIPTION OF OPTIONS AND TAX STATUS..........................            7

        Award of options ......................................            7
        Eligibility............................................            7
        Termination and Amendment..............................            7
        Option Price...........................................            8
        Nontransferability ....................................            8
        Federal Income Tax Treatment of Incentive and
              Non-Qualified Stock Options .....................            8

RESTRICTIONS ON RESALE OF COMMON STOCK ........................            9

DESCRIPTION OF CAPITAL STOCK ..................................            10

        General ...............................................            10
        Common Stock ..........................................            10
        Registrar and Transfer Agent ..........................            10

LEGAL MATTERS .................................................            10

INDEMNIFICATION OF OFFICERS AND DIRECTORS .....................            10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ...............            12

ADDITIONAL INFORMATION ........................................            11


                                       4
<PAGE>




                              AVAILABLE INFORMATION



         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934  and in  accordance  therewith  files  reports  and  other
information  with the Securities  and Exchange  Commission  (the  "Commission").
Reports, proxy statements and other information filed by us can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024, 450 Fifth Street,  Washington,  D.C.  20049 and at the following  regional
offices of the Commission:  New York Regional Office,  Room 1400, 75 Park Place,
New York, New York 10007;  and Chicago  Regional  Office,  Room 3190,  Northwest
Atrium Center,  500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60611.
Copies of such material can also be obtained from the Public  Reference  Section
of the  Commission  in  Washington,  D.C. (at the address  above) at  prescribed
rates.

         Our  Common  Stock is traded on the  NASDAQ  Small  Cap  Market  System
(symbol "TCGI").

         This Prospectus omits certain information contained in the Registration
Statement on file with the Commission with respect to the Shares offered hereby.
The  information  omitted  may be  obtained  from  the  Commission's  office  in
Washington,  D.C. (at the address above) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

         We will  provide  without  charge to each person to whom a copy of this
Prospectus  has been  delivered,  upon the  written or oral  request of any such
person,  a copy of any or all of the documents  incorporated by reference in the
Registration Statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically  incorporated by reference).  Requests for
such copies  should  be directed to the Corporate Secretary, The Classica Group,
Inc., 1835 Swarthmore Avenue, Lakewood, New Jersey 08701, (732) 363-3800.

         We furnish our  shareholders  with annual  reports  containing  audited
financial statements.



                                       5
<PAGE>

                                  INTRODUCTION


         We have adopted the  Plan  pursuant  to shareholder approval on June 9,
1998.  Under the  Plan,  Shares  may  be  offered to employees of the Company in
accordance with the Plan as described herein. These offers are, or will be, made
at the prices and on the terms and conditions  contained in the respective stock
option agreements between us and the recipients of stock option grants.

         Our principal  executive  offices and telephone number are set forth on
the Cover Page of this Prospectus.

         Following is a summary of the Plan, which is qualified in its  entirety
by reference  to the Plans and certain  other  agreements  which have been filed
previously with the Securities and Exchange  Commission and are  incorporated by
reference to the Registration Statement on Form S-8 relating to this Prospectus.

                       PURPOSE AND ADMINISTRATION OF PLAN


         We  believes  that  the  Plan  provide  valuable  incentives   for  our
employees and by providing an opportunity for investment in our Common Stock, as
an  inducement  for such individuals  to remain with us, and thereby encouraging
them to  increase  their  efforts  to make  the our  business  more successful.

         Pursuant  to  the  terms  of  the  Plan,  500,000 additional Shares are
reserved for issuance under the Plan. In the  event  there is any  change in the
number of our  issued shares without new  consideration to  the  us  (such as by
stock  dividends  or  stock  splits)  or  in  the  event that the  number of our
outstanding shares is changed into or exchanged for a different number of shares
of Common  Stock or other securities of our or of another  corporation,  whether
through  reorganization,  recapitalization,  split-up,  combination  of  shares,
merger or consolidation, the number of Shares  reserved  for issuance  under the
Plans,  the number of Shares subject  to any outstanding  option and the  option
price  per  Share  of  each  outstanding  stock  option  shall  be appropriately
adjusted.  In the event there is any change in the number or kind of outstanding
shares of Common Stock or of any shares or other  securities  into  which   such
shares  of  Common  Stock  have  been  changed  or  exchanged,   other  than the
transactions  specified in this paragraph, equitable  adjustment  in the options
may be made in the sole  discretion of our Board of Directors.

         We will provide  reports to participants as to the amount and status of
their accounts upon request.

         The  Plan is  administered  by  our   Board  of  Directors  or  by  the
Compensation  Committee  (the  "Committee")  of the Board of Directors  which is
composed  of not less  than two  members  of the  Board,  each of whom must be a
"disinterested  person" as used in Rule 16b-3 under the Securities  Exchange Act
of 1934.  We  currently  have two  disinterested  directors  and the  Plans  are
therefore administered by them.

                                       6
<PAGE>


                      DESCRIPTION OF OPTIONS AND TAX STATUS

         The Plan  provides for the grant of incentive and  non-qualified  stock
options.  A description of these options  and certain federal income tax aspects
associated  therewith  is set forth  below.  Because tax results may vary due to
individual  circumstances,  each participant in the Plan is urged to consult his
or  her  personal  tax  advisor  with  respect  to the  federal  and  state  tax
consequences of the exercise of an option or the sale of stock received upon the
exercise thereof.

Award of Options

         Options  may be  granted  under  the  Plan  to  all  of  our  employees
(including  employees who are officers and/or  directors).  There is no specific
limitation  on the number of Shares with respect to which options may be granted
to any individual under the Plan.

Eligibility

         Under the Plan  options to  purchase  shares  shall be granted  only to
employees  (the term  "employee"  shall  include  officers  as well as other key
employees,   and  shall  include  directors  who  are  also  employees)  of  and
consultants it being our intention that awards shall be made only to persons who
satisfy the definition of "employee" contained in Rule 405 under the Act.

Termination and Amendment

         The Board may amend,suspend, or terminate the Plan at any time provided
that no such  modification  shall impair the rights of any recipient under any
award.

                                       7
<PAGE>

Option Price

         The Plan  provides  that the option  price with  respect to each option
will be determined by the Plan's  administrators,  but, in the case of incentive
stock options, shall not be less than 100% (110%, in the case of incentive stock
options  granted to 10%  Shareholders)  of the fair  market  value of the Common
Stock on the date the option is  granted.  Payment of the option  price shall be
made in cash or certified check.

Nontransferability

         Each option granted under the Plan  is not  transferable  by the holder
except by will or the laws of descent and  distribution of the State wherein the
holder is domiciled at the time of his death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

           Currently,  an employee  will not be deemed to have  realized  income
upon the grant of a  non-qualified  stock option unless the option has a readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares  purchased,  at the time of exercise,  over the exercise price. We
will be entitled to deduct an amount  equal to the amount  included as income by
the employee for the our taxable year which includes the close of the employee's
taxable year in which the income is included by the employee.

         An employee  will also not be deemed to have  received  income upon the
grant of an incentive stock option or, except as noted below,  upon the exercise
of such option.  Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  We will be allowed a deduction  at the time of
sale in the  amount of the  ordinary  income  recognized  by the  optionee.  The
balance of any gain realized will be treated as long-term or short-term  capital
gain, depending upon the length of time the shares were held by the optionee.

         Generally,  the excess of the fair market value of an  incentive  stock
option at the time of  exercise  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83, at such time as the shares
become  transferable  or  are  not  longer  subject  to a  substantial  risk  of
forfeiture),  over the option price  constitutes  an item of tax  preference for
purposes of the alternative minimum tax. Thus, under certain circumstances,  the
exercise  of an  incentive  stock  option  will  result  in a tax at the time of
exercise.

         There can be no assurance that the Code or the Regulations  promulgated
thereunder will not be amended to change these tax consequences.

         Reference  should be made to the applicable  provisions of the Code and
to the Regulations  promulgated  thereunder for more detailed  information as to
the tax  treatment of options  granted  pursuant to the Plan.  Optionees  should
consult their tax advisors with specific  reference to their own tax  situations
and with regard to potential changes in the applicable laws.

                                       8
<PAGE>

                     RESTRICTIONS ON RESALE OF COMMON STOCK


         While  the  Plans do not  place  restrictions  on the  resale of Shares
acquired  thereunder,  Shares  acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the  Securities  Act of 1933,  as amended (the
"Act"), may only be resold pursuant to the registration requirements of the Act,
Rule  144,  or  another  applicable  exemption  therefrom.  Generally,  sales of
securities,  including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions under
the Plans) and dispositions of Shares by an officer,  director or certain of our
affiliates  within any six-month period may give rise to our right bto recapture
any profit from such  transactions  pursuant to Section 16(b) of the  Securities
Exchange Act of 1934.

         It is  advisable  for a  participant  to  consult  with  legal  counsel
concerning the securities  law  implications  of his exercise of options and his
acquisition or disposition of Shares under the Plan.

                                       9
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK


General

         Our authorized  common stock consists of 25,000,000  shares,  par value
$.001  per  share.  On August 10, 2000,  1,269,833 shares of Common  Stock  were
outstanding.

Common Stock

         Each share of Common Stock has one vote on all matters presented to the
shareholders.

 Since the Common Stock does not have cumulative  voting rights,  the holders of
more  than  50% of the  shares  may,  if they  choose  to do so,  elect  all the
directors  and, in that event,  the holders of the remaining  shares will not be
able to elect any of the our directors. The holders of Common Stock are entitled
to dividends  when and as declared by the Board of Directors and are entitled on
liquidation  to all assets  remaining  after  payment of or provision for claims
against us. The Common Stock has no  preemptive  or other  subscription  rights.
There are no conversion  rights or sinking fund  provisions  with respect to the
Common Stock.

Registrar and Transfer Agent

         The  registrar  and transfer  agent for our Common Stock  is  Signature
Stock  Transfer,  Inc.,  14675 Midway Road,  Suite 221, Dallas Texas  75244.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of Common  Stock  offered
hereby will be passed upon for us by  Greenbaum,  Rowe,  Smith,  Ravin,  Davis &
Himmel, Woodbridge, New Jersey.


                    INDEMNIFICATION OF OFFICERS AND DIRECTORS


         Insofar as  indemnification  by the Registrant for liabilities  arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the Registrants pursuant to the provisions  referenced in
this Registration  Statement 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 that 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 hereunder,  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 expresses in the securities Act and will be governed by
the final adjudication of such issue.

                                       10
<PAGE>

                             ADDITIONAL INFORMATION


         This Prospectus constitutes a part of a Registration Statement filed by
us with the  Securities and Exchange  Commission,  Washington,  D.C.,  under the
Securities  Act of  1933.  This  Prospectus  omits  certain  of the  information
contained  in the  Registration  Statement  and  reference is hereby made to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect to us and the  securities  to which  this  Prospectus
relates.  Statements herein contained  concerning the provisions of any document
are not necessarily  complete,  and, in each instance,  reference is made to the
copy of such document filed as an exhibit to the  Registration  Statement.  Each
such statement is qualified in its entirety by such reference.


                                       11
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  filed by us with the  Securities and Exchange
Commission are incorporated herein by reference:

         (a) Our Annual Report of Small  Business  Issuers on Form  10-K for the
year ended December 31, 1999.

         (b) All other  reports,  if any,  filed by us pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for periods since December 31,1999.

         All documents subsequently filed by us pursuant to Section 13(a), 13(c)
and  15(d) of the  Securities  Exchange  Act of 1934,  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  herein by reference and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities

         Information  regarding  our  securities  is  included  on Page 8 of the
Prospectus comprising part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

      Information  regarding   indemnification  of  directors  and  officers  is
included on page  9 of  the  Prospectus  comprising a part of this  Registration
Statement.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

                                       12
<PAGE>

Item 8.  Exhibits

         The following are filed as exhibits to this Registration Statement:

Exhibits

       5              Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                      as to the shares of Common Stock being registered.

       10(ai)         1998 Incentive and Non-qualified Stock Option Plan.

       24.1           Consent of Deloitte & Touche LLP, Certified Public
                      Accountants

       24.3           Consent  of  Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                      (contained in its opinion filed as Exhibit 5).

       25             Power of Attorney Regarding Registration Statement.

Item 9.  Undertakings

       The registrant of the securities being registered hereby undertakes:

       (1) To file, during any period in which offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

                 (i) to include any prospectus  required  by  section 10(a)() 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;

                 (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 offering of such
securities at that time shall  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;  provided,  however, that the undertakings set forth in paragraphs
(1) and (2) above 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  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.

       (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 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.

       (5) To  deliver or cause to be  delivered  with the  prospectus,  to each
employee to whom the  prospectus  is sent or given,  a copy of the  Registrant's
Annual  Report to  stockholders  for its last fiscal year,  unless such employee
otherwise has received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy of
such report, on written request of the employees. If the last fiscal year of the
registrant  has ended  within 120 days prior to the use of the  prospectus,  the
Annual  Report  of the  registrant  for  the  preceding  fiscal  year  may be so
delivered,  but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each employee.

       (6) To transmit or cause to be transmitted to all employees participating
in the Plan who do not otherwise  receive such material as  stockholders  of the
registrant,  at  the  time  and in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                       13
<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 Township of Lakewood, State of New Jersey, on the 11th day of
August, 2000

                                           Saratoga Brands Inc.


                                           By:/s/ Scott G. Halperin
                                                  Scott G. Halperin
                                                  Chairman of the Board
                                                  Chief Executive Officer


                                           By:/s/ Bernard F. Lillis, Jr.
                                                  Bernard F. Lillis, Jr.
                                                  Chief Financial Officer
                                                  Chief Operating Officer
                                                  Director


                                           By:/s/ Joseph Greene
                                                  Joseph Greene
                                                  Director


                                       14
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{"company-data": {"conformed-name": "SARATOGA BRANDS INC", "cik": "0000868075", "assigned-sic": "2020", "irs-number": "133413467", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43548", "film-number": "693546"}, "business-address": {"street1": "1835 SWARTHMORE AVENUE", "city": "LAKEWOOD", "state": "NJ", "zip": "08701", "phone": "3103154979"}, "mail-address": {"street1": "1835 SWARTHMORE AVE", "city": "LAKEWOOD", "state": "NJ", "zip": "08701"}, "former-company": {"former-conformed-name": "EMPIRE SPECIALTY FOODS INC /NY/", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on August 11, 2000
                              Registration No. 333-

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

                            The Classica Group, Inc.
               (exact name of issuer as specified in its charter)

                     New York                  13-3413467
            (State of incorporation)      (federal ID number)

 1835 Swarthmore Avenue
  Lakewood, New Jersey                       08701
 (Address of Principal                    (Zip Code)
   Executive Offices)
                            The Classica Group, Inc.
               1998 Incentive and Non-qualified Stock Option Plan
                            (Full Title of the Plan)

                                            With copy to:
Mr. Bernard F. Lillis, Jr.                     W. Raymond Felton, Esq.
Saratoga Brands Inc.                           Greenbaum, Rowe, Smith, Ravin,
1835 Swarthmore Avenue                         Davis & Himmel
Lakewood, New Jersey  08701                    Metro Corporate Campus I
(732)363-3800                                  P.O. Box 5600
(Name, address and telephone                   Woodbridge, New Jersey  07095
number of agent for service)                   (732)549-5600

Appropriate Date of Commencement of Proposed Offer to Public:  From time to time
after the effective date of this Registration Statement.

                      CALCULATION OF REGISTRATION FEE
                     |              | Proposed | Proposed  |
                     |              | maximum  | maximum   |
   Title of Proposed | Amount       | offering | aggregate | Amount of
   securities to     | to be        | price per| offering  | registration
   be registered     | Registered(1)| share (2)| price(2)  | fee
   -----------------------------------------------------------------------
                     |              |          |           |
   Common Stock;     |              |          |           |
   $.001 par value   |   550,000    |          |           |
   per share         |  shares      |   $5.50  |$1,500,250 |    $417.07
   -----------------------------------------------------------------------

1) An  undetermined  number of  additional  shares  may be issued as a result of
stock dividends, stock splits or other recapitalizations.

2) These  shares of Common  Stock  represent  the  shares of Common  Stock  with
respect to which  options may have been  granted  under the 1998  Incentive  and
Non-Qualified   Stock Option  Plan.  Under the  1998 Incentive and Non-Qualified
Stock  Option  Plan  275,000  options  have  been  granted at $1.25, and 100,000
options have been granted at $1.94. All other shares are to be offered at prices
not  presently  determinable.  Pursuant  to Rule  457(h),  the option price  for
these shares is estimated solely for the purpose of determining the registration
fee and  is  based  upon the closing price of the Common Stock on August 7, 2000
which was $5.50 as reported by the NASDAQ.

                                  Page 1 of 13

                           Exhibit Index on Page II-2

Cross  reference  sheet showing the location in the  Prospectus  of  information
required to be included in the Prospectus in response to Items of Form S-8.

Item       Caption or Sub-Caption in Prospectus                           Page

1.       Plan Information  . . . . . . . . . . . . . . . . .               6

2.       Registrant Information and Employee Plan
           Annual Information  . . . . . . . . . . . . . . .               6

3.       Incorporation of Documents by Reference . . . . . .               12

4.       Description of Securities . . . . . . . . . . . . .               10

5.       Interests of Named Experts and Counsel  . . . . . .               N/A

6.       Indemnification of Officers and Directors . . . . .               10

7.       Exemption From Registration Claimed . . . . . . . .               N/A

8.       Exhibits  . . . . . . . . . . . . . . . . . . . . .               13

9.       Undertakings  . . . . . . . . . . . . . . . . . . .               13

                                       2
PROSPECTUS

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

                            The Classica Group, Inc.
               1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                  ---------------------------------------------

                         550,000 SHARES OF COMMON STOCK
                           ($.001 PAR VALUE PER SHARE)
                  ---------------------------------------------

         Options for shares (the "Shares") of the common stock,  $.001 par value
per  share  (the  "Common Stock")  of  The  Classica  Group, Inc.(the "Company")
covered by this  Prospectus  have been, and may in the future be, granted by the
Company to employees (including officers and directors) of the Company under the
1998 Incentive  and Non-qualified  Stock Option Plan (the "Plan"). Each employee
receiving an option is offered the opportunity  to purchase the number of Shares
specified in such option at a price and on the terms set forth therein.

         The  net  proceeds  of  the  offering   covered   hereby  are  not  now
determinable as such proceeds will depend upon the number of shares offered, the
number of shares  purchased,  prevailing  market  prices and expenses  incurred.
However, the maximum gross proceeds will be $1,500,250.

         It  is  advisable  for  an  optionee  to  consult  with  legal  counsel
concerning  the  securities  and  tax law  implications  of his  acquisition  or
disposition of shares under the Plan.

         Any  officer,  director  or  beneficial  owner of more  than 10% of our
common  stock  who  holds  an  option   under  the  Plan  should   consider  the
applicability of Section 16 of the Securities  Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any of
the Company's common stock acquired thereby.

       Our principal executive  office is  located  at 1835  Swarthmore  Avenue,
Lakewood,  New  Jersey  08701  and  the  telephone  number  of  such  office  is
(732)363-3800.
                 The date of this Prospectus is August 10, 2000.

                                       3
TABLE OF CONTENTS

                                                                          PAGE

AVAILABLE INFORMATION..........................................            5

INTRODUCTION ..................................................            6

PURPOSE AND ADMINISTRATION OF THE PLAN ........................            6

DESCRIPTION OF OPTIONS AND TAX STATUS..........................            7

        Award of options ......................................            7
        Eligibility............................................            7
        Termination and Amendment..............................            7
        Option Price...........................................            8
        Nontransferability ....................................            8
        Federal Income Tax Treatment of Incentive and
              Non-Qualified Stock Options .....................            8

RESTRICTIONS ON RESALE OF COMMON STOCK ........................            9

DESCRIPTION OF CAPITAL STOCK ..................................            10

        General ...............................................            10
        Common Stock ..........................................            10
        Registrar and Transfer Agent ..........................            10

LEGAL MATTERS .................................................            10

INDEMNIFICATION OF OFFICERS AND DIRECTORS .....................            10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ...............            12

ADDITIONAL INFORMATION ........................................            11

                                       4
AVAILABLE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934  and in  accordance  therewith  files  reports  and  other
information  with the Securities  and Exchange  Commission  (the  "Commission").
Reports, proxy statements and other information filed by us can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024, 450 Fifth Street,  Washington,  D.C.  20049 and at the following  regional
offices of the Commission:  New York Regional Office,  Room 1400, 75 Park Place,
New York, New York 10007;  and Chicago  Regional  Office,  Room 3190,  Northwest
Atrium Center,  500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60611.
Copies of such material can also be obtained from the Public  Reference  Section
of the  Commission  in  Washington,  D.C. (at the address  above) at  prescribed
rates.

         Our  Common  Stock is traded on the  NASDAQ  Small  Cap  Market  System
(symbol "TCGI").

         This Prospectus omits certain information contained in the Registration
Statement on file with the Commission with respect to the Shares offered hereby.
The  information  omitted  may be  obtained  from  the  Commission's  office  in
Washington,  D.C. (at the address above) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

         We will  provide  without  charge to each person to whom a copy of this
Prospectus  has been  delivered,  upon the  written or oral  request of any such
person,  a copy of any or all of the documents  incorporated by reference in the
Registration Statement of which this Prospectus forms a part (excluding exhibits
to such documents unless specifically  incorporated by reference).  Requests for
such copies  should  be directed to the Corporate Secretary, The Classica Group,
Inc., 1835 Swarthmore Avenue, Lakewood, New Jersey 08701, (732) 363-3800.

         We furnish our  shareholders  with annual  reports  containing  audited
financial statements.

                                       5
INTRODUCTION

         We have adopted the  Plan  pursuant  to shareholder approval on June 9,
1998.  Under the  Plan,  Shares  may  be  offered to employees of the Company in
accordance with the Plan as described herein. These offers are, or will be, made
at the prices and on the terms and conditions  contained in the respective stock
option agreements between us and the recipients of stock option grants.

         Our principal  executive  offices and telephone number are set forth on
the Cover Page of this Prospectus.

         Following is a summary of the Plan, which is qualified in its  entirety
by reference  to the Plans and certain  other  agreements  which have been filed
previously with the Securities and Exchange  Commission and are  incorporated by
reference to the Registration Statement on Form S-8 relating to this Prospectus.

                       PURPOSE AND ADMINISTRATION OF PLAN

         We  believes  that  the  Plan  provide  valuable  incentives   for  our
employees and by providing an opportunity for investment in our Common Stock, as
an  inducement  for such individuals  to remain with us, and thereby encouraging
them to  increase  their  efforts  to make  the our  business  more successful.

         Pursuant  to  the  terms  of  the  Plan,  500,000 additional Shares are
reserved for issuance under the Plan. In the  event  there is any  change in the
number of our  issued shares without new  consideration to  the  us  (such as by
stock  dividends  or  stock  splits)  or  in  the  event that the  number of our
outstanding shares is changed into or exchanged for a different number of shares
of Common  Stock or other securities of our or of another  corporation,  whether
through  reorganization,  recapitalization,  split-up,  combination  of  shares,
merger or consolidation, the number of Shares  reserved  for issuance  under the
Plans,  the number of Shares subject  to any outstanding  option and the  option
price  per  Share  of  each  outstanding  stock  option  shall  be appropriately
adjusted.  In the event there is any change in the number or kind of outstanding
shares of Common Stock or of any shares or other  securities  into  which   such
shares  of  Common  Stock  have  been  changed  or  exchanged,   other  than the
transactions  specified in this paragraph, equitable  adjustment  in the options
may be made in the sole  discretion of our Board of Directors.

         We will provide  reports to participants as to the amount and status of
their accounts upon request.

         The  Plan is  administered  by  our   Board  of  Directors  or  by  the
Compensation  Committee  (the  "Committee")  of the Board of Directors  which is
composed  of not less  than two  members  of the  Board,  each of whom must be a
"disinterested  person" as used in Rule 16b-3 under the Securities  Exchange Act
of 1934.  We  currently  have two  disinterested  directors  and the  Plans  are
therefore administered by them.

                                       6
DESCRIPTION OF OPTIONS AND TAX STATUS

         The Plan  provides for the grant of incentive and  non-qualified  stock
options.  A description of these options  and certain federal income tax aspects
associated  therewith  is set forth  below.  Because tax results may vary due to
individual  circumstances,  each participant in the Plan is urged to consult his
or  her  personal  tax  advisor  with  respect  to the  federal  and  state  tax
consequences of the exercise of an option or the sale of stock received upon the
exercise thereof.

Award of Options

         Options  may be  granted  under  the  Plan  to  all  of  our  employees
(including  employees who are officers and/or  directors).  There is no specific
limitation  on the number of Shares with respect to which options may be granted
to any individual under the Plan.

Eligibility

         Under the Plan  options to  purchase  shares  shall be granted  only to
employees  (the term  "employee"  shall  include  officers  as well as other key
employees,   and  shall  include  directors  who  are  also  employees)  of  and
consultants it being our intention that awards shall be made only to persons who
satisfy the definition of "employee" contained in Rule 405 under the Act.

Termination and Amendment

         The Board may amend,suspend, or terminate the Plan at any time provided
that no such  modification  shall impair the rights of any recipient under any
award.

                                       7
Option Price

         The Plan  provides  that the option  price with  respect to each option
will be determined by the Plan's  administrators,  but, in the case of incentive
stock options, shall not be less than 100% (110%, in the case of incentive stock
options  granted to 10%  Shareholders)  of the fair  market  value of the Common
Stock on the date the option is  granted.  Payment of the option  price shall be
made in cash or certified check.

Nontransferability

         Each option granted under the Plan  is not  transferable  by the holder
except by will or the laws of descent and  distribution of the State wherein the
holder is domiciled at the time of his death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

           Currently,  an employee  will not be deemed to have  realized  income
upon the grant of a  non-qualified  stock option unless the option has a readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares  purchased,  at the time of exercise,  over the exercise price. We
will be entitled to deduct an amount  equal to the amount  included as income by
the employee for the our taxable year which includes the close of the employee's
taxable year in which the income is included by the employee.

         An employee  will also not be deemed to have  received  income upon the
grant of an incentive stock option or, except as noted below,  upon the exercise
of such option.  Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  We will be allowed a deduction  at the time of
sale in the  amount of the  ordinary  income  recognized  by the  optionee.  The
balance of any gain realized will be treated as long-term or short-term  capital
gain, depending upon the length of time the shares were held by the optionee.

         Generally,  the excess of the fair market value of an  incentive  stock
option at the time of  exercise  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83, at such time as the shares
become  transferable  or  are  not  longer  subject  to a  substantial  risk  of
forfeiture),  over the option price  constitutes  an item of tax  preference for
purposes of the alternative minimum tax. Thus, under certain circumstances,  the
exercise  of an  incentive  stock  option  will  result  in a tax at the time of
exercise.

         There can be no assurance that the Code or the Regulations  promulgated
thereunder will not be amended to change these tax consequences.

         Reference  should be made to the applicable  provisions of the Code and
to the Regulations  promulgated  thereunder for more detailed  information as to
the tax  treatment of options  granted  pursuant to the Plan.  Optionees  should
consult their tax advisors with specific  reference to their own tax  situations
and with regard to potential changes in the applicable laws.

                                       8
RESTRICTIONS ON RESALE OF COMMON STOCK

         While  the  Plans do not  place  restrictions  on the  resale of Shares
acquired  thereunder,  Shares  acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the  Securities  Act of 1933,  as amended (the
"Act"), may only be resold pursuant to the registration requirements of the Act,
Rule  144,  or  another  applicable  exemption  therefrom.  Generally,  sales of
securities,  including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions under
the Plans) and dispositions of Shares by an officer,  director or certain of our
affiliates  within any six-month period may give rise to our right bto recapture
any profit from such  transactions  pursuant to Section 16(b) of the  Securities
Exchange Act of 1934.

         It is  advisable  for a  participant  to  consult  with  legal  counsel
concerning the securities  law  implications  of his exercise of options and his
acquisition or disposition of Shares under the Plan.

                                       9
DESCRIPTION OF CAPITAL STOCK

General

         Our authorized  common stock consists of 25,000,000  shares,  par value
$.001  per  share.  On August 10, 2000,  1,269,833 shares of Common  Stock  were
outstanding.

Common Stock

         Each share of Common Stock has one vote on all matters presented to the
shareholders.

 Since the Common Stock does not have cumulative  voting rights,  the holders of
more  than  50% of the  shares  may,  if they  choose  to do so,  elect  all the
directors  and, in that event,  the holders of the remaining  shares will not be
able to elect any of the our directors. The holders of Common Stock are entitled
to dividends  when and as declared by the Board of Directors and are entitled on
liquidation  to all assets  remaining  after  payment of or provision for claims
against us. The Common Stock has no  preemptive  or other  subscription  rights.
There are no conversion  rights or sinking fund  provisions  with respect to the
Common Stock.

Registrar and Transfer Agent

         The  registrar  and transfer  agent for our Common Stock  is  Signature
Stock  Transfer,  Inc.,  14675 Midway Road,  Suite 221, Dallas Texas  75244.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of Common  Stock  offered
hereby will be passed upon for us by  Greenbaum,  Rowe,  Smith,  Ravin,  Davis &
Himmel, Woodbridge, New Jersey.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as  indemnification  by the Registrant for liabilities  arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the Registrants pursuant to the provisions  referenced in
this Registration  Statement 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 that 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 hereunder,  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 expresses in the securities Act and will be governed by
the final adjudication of such issue.

                                       10
ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed by
us with the  Securities and Exchange  Commission,  Washington,  D.C.,  under the
Securities  Act of  1933.  This  Prospectus  omits  certain  of the  information
contained  in the  Registration  Statement  and  reference is hereby made to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect to us and the  securities  to which  this  Prospectus
relates.  Statements herein contained  concerning the provisions of any document
are not necessarily  complete,  and, in each instance,  reference is made to the
copy of such document filed as an exhibit to the  Registration  Statement.  Each
such statement is qualified in its entirety by such reference.

                                       11
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  filed by us with the  Securities and Exchange
Commission are incorporated herein by reference:

         (a) Our Annual Report of Small  Business  Issuers on Form  10-K for the
year ended December 31, 1999.

         (b) All other  reports,  if any,  filed by us pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for periods since December 31,1999.

         All documents subsequently filed by us pursuant to Section 13(a), 13(c)
and  15(d) of the  Securities  Exchange  Act of 1934,  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  herein by reference and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities

         Information  regarding  our  securities  is  included  on Page 8 of the
Prospectus comprising part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

      Information  regarding   indemnification  of  directors  and  officers  is
included on page  9 of  the  Prospectus  comprising a part of this  Registration
Statement.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

                                       12
Item 8.  Exhibits

         The following are filed as exhibits to this Registration Statement:

Exhibits

       5              Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                      as to the shares of Common Stock being registered.

       10(ai)         1998 Incentive and Non-qualified Stock Option Plan.

       24.1           Consent of Deloitte & Touche LLP, Certified Public
                      Accountants

       24.3           Consent  of  Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                      (contained in its opinion filed as Exhibit 5).

       25             Power of Attorney Regarding Registration Statement.

Item 9.  Undertakings

       The registrant of the securities being registered hereby undertakes:

       (1) To file, during any period in which offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

                 (i) to include any prospectus  required  by  section 10(a)() 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;

                 (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 offering of such
securities at that time shall  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;  provided,  however, that the undertakings set forth in paragraphs
(1) and (2) above 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  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.

       (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 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.

       (5) To  deliver or cause to be  delivered  with the  prospectus,  to each
employee to whom the  prospectus  is sent or given,  a copy of the  Registrant's
Annual  Report to  stockholders  for its last fiscal year,  unless such employee
otherwise has received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy of
such report, on written request of the employees. If the last fiscal year of the
registrant  has ended  within 120 days prior to the use of the  prospectus,  the
Annual  Report  of the  registrant  for  the  preceding  fiscal  year  may be so
delivered,  but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each employee.

       (6) To transmit or cause to be transmitted to all employees participating
in the Plan who do not otherwise  receive such material as  stockholders  of the
registrant,  at  the  time  and in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                       13
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 Township of Lakewood, State of New Jersey, on the 11th day of
August, 2000

                                           Saratoga Brands Inc.

                                           By:/s/ Scott G. Halperin
                                                  Scott G. Halperin
                                                  Chairman of the Board
                                                  Chief Executive Officer

                                           By:/s/ Bernard F. Lillis, Jr.
                                                  Bernard F. Lillis, Jr.
                                                  Chief Financial Officer
                                                  Chief Operating Officer
                                                  Director

                                           By:/s/ Joseph Greene
                                                  Joseph Greene
                                                  Director

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