As filed with the Securities and Exchange Commission on December 23, 1996 
Registration No.  
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                         
                            FORM S-8
                     Registration Statement
                             Under
              The Securities Act of 1933, as Amended

                        FOOD CONCEPTS, INC.
         (Exact Name of Registrant as Specified in Charter)

Nevada                                        13-3124057
(State or other jurisdiction              (I.R.S. Employer
of incorporation or organization)       (Identification Number)

                         6601 Lyons Road
                               C-12
                   Coconut Creek, Florida 33073
                          (954) 420-0882

         (Address and telephone number of registrant's principal
               executive offices and place of business)

                 1996 NONSTATUTORY STOCK OPTION PLAN

                      Herbert Glaubman, Chairman
                           Food Concepts, Inc.
                             6601 Lyons Road
                                   C-12
                      Coconut Creek, Florida 33073
                              (954) 420-0882

      (Name, address and telephone number of agent for services)

       Copies of all communications, including all communications             
sent to the agent for service, should be sent to:

                        Verdiramo & Verdiramo, P.A.
                          3163 Kennedy Boulevard
                       Jersey City, New Jersey 07306
                              (201) 798-7082

     Approximate date of commencement of proposed sale to the           
public:  As soon as practicable after the Registration Statement 
becomes effective

<PAGE>

If the only securities being registered on this Form are being offered 
pursuant to dividends or interest reinvestment plans, check the following 
line:             

     If any of the securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following line:       X           

<TABLE>

                   CALCULATION OF REGISTRATION FEE

Title of each
class of            Amount       Proposed          Proposed       Amount of
Securities          to be        maximum           aggregate      registration
to be registered    registered   offering price    offering fee   fee
                    per share    price

<C>                 <C>         <C>                <C>             <C>

Common Shares, $.001 
par value per share, 
issuable upon exercise 
of stock options by  
Selling Shareholders  1,125,000  $ .01              $ 11,250.00    $   3.41
                        525,000  $ .05              $ 26,250.00        7.95
                      1,000,000  $ .20              $200,000.00       60.67
                      1,000,000  $ .25              $250,000.00       75.76
                        600,000  $ .50              $300,000.00       90.91
                        750,000  $1.00              $750,000.00      227.27

TOTAL                 5,000,000                   $1,537,500.00     $465.91

</TABLE>
<PAGE>
                                   REOFFER 
                                 PROSPECTUS

                             5,000,000 Shares

                            FOOD CONCEPTS, INC.
  
                                Common Stock
                              $.001 Par Value


     The shares of common stock offered hereby are being sold by certain 
shareholders of Food Concepts, Inc. (the "Company")and such shareholders are 
hereinafter referred to as "Selling Shareholders".  The Company will not 
receive any of the proceeds from the sale of the common stock, however, the 
Company will receive the proceeds, upon exercise of any and all of the 
outstanding option, of which there is no assurance.  The common stock as 
listed on the OTC Bulletin Board under the symbol JAVA.  On December 20, 1996 
the closing price for the Company's common stock on the OTC Bulletin Board 
was .17 per share.  Sales by the Selling Shareholders will be made from time to 
time at market prices then obtainable on the OTC Bulletin Board through 
securities dealers.  See "Plan of Distribution".


THIS OFFERING INVOLVES CERTAIN RISKS.  SEE "RISK FACTORS:

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 date of this Prospectus is December 23, 1996.

<PAGE>
                      AVAILABLE INFORMATION

     The Company is subject to the information requirements of the Securities 
Exchange Act of 1934 (the "Exchange Act"), 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
the Company can be inspected and copied at the public referenced facilities 
maintained by the Commission at Room 1024, 450 Fifth Street N.W., Washington, 
D.C. 20549; 7 World Trade Center, New York, New York 10048; and Citicorp 
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60601-2511; and 
copies of such material can be obtained from the Public Reference Section of 
the Commission at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549 at 
prescribed rates.  In addition, the Company's securities are listed on the 
OTC Bulletin Board and such material can be inspected at such exchange.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company hereby incorporates by reference in this prospectus the 
Company's annual report on Form 10-K for its fiscal year ended June 30, 1996, 
filed pursuant to Section 13(a) of the Exchange Act, the Company's quarterly 
reports on form 10-Q for the fiscal quarters ended September 30, 1996 and all 
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 
14 or 15(d) of the Securities and Exchange Act of 1934 prior to the 
termination of the offering described herein shall be deemed to be incorporated
in this prospectus and to be a part hereof from the date of the filing of such
documents.

     Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this prospectus to the extent that a statement contained 
herein or in any other subsequently filed document which also is incorporated 
or deemed to be incorporated by reference herein modified or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as modified or superseded, to constitute a part of this prospectus.

     Any person receiving a copy of this prospectus may obtain without 
charge, upon request, a copy of any of the documents incorporated by reference 
herein, except for the exhibits to such documents.  Requests should be directed
to Herbert Glaubman, Food Concepts, Inc., 6601 Lyons Road, C-12, Coconut Creek,
Florida 33073.
<PAGE>

                           THE COMPANY

     The Company roasts and sells gourmet coffee to various outlets, both 
wholesale and mail order.  The registrant purchases its raw materials through 
coffee importers and agents.  The principal source of such raw material is 
South America, Central America and Africa.  In certain areas distribution of 
coffee beans is controlled by government cartels.  Therefore, you cannot 
purchase the raw materials directly from an intermediary organization.  While 
the registrant is of the opinion  that the sources of raw materials are 
plentiful it is still dependent upon the various governments that do control 
the raw materials markets.  

                           RISK FACTORS

     1. Dependence on a few major customers. The registrants market is very
        diverse. Major customers include the Christmas Tree Shops and Palm 
        Beach Gourmet and the Company is not dependant on any one account.  

     2. History of Operating Losses.  The Company has since its inception not
        been profitable.  However, although the Company believes its prospects
        will be highly successful, there can be no assurance that the 
        Company's increased sales revenues will continue.  

     3. Dependence on Personnel.  The Company is highly dependent on the
        continued services of Herbert Glaubman, its president and founder.
        Loss of the services of Mr. Glaubman for any reason would have a 
        material adverse affect on the Company as they relate both to the 
        results of its operations and its business prospects.  The Company's
        ability to maintain its competitive position will depend in part on
        its ability to attract and retain qualified personnel.  Competition 
        for such personnel, while not intense, is difficult insomuch as the
        individuals have to have various areas of expertise in order to 
        combine distribution and marketing ability. Further, the Company must 
        recruit and organize marketing and sales personnel so that it can 
        continue expansion. The Company competes primarily on the basis of
        quality performance and reliability of its product. Competition from
        other companies in this field is intense and is expected to increase. 
        Many of these companies have substantially greater resources, 
        experience, marketing,financial and managerial resources and
        represent significant competition for the Company.  

     4. Dividends Not Likely.  For the foreseeable future it is anticipated 
        that any earning which are to be generated
<PAGE>
        from the operations of the Company will be used to finance the growth 
        of the Company and that cash dividends will not be paid to stockholders.

     5. Fluctuations in Stock Price.  The market price of the Company's common
        stock could be subject to significant fluctuations in response to
        variations and financial results or announcements of material events by
        the Company or its competitors.  


                            SELLING SHAREHOLDERS

     The Company has instituted a 1996 Nonstatutory Stock Option Plan ("Plan").
The Plan provides for issuance of stock options to certain employees,
consultants, etc.  The stock options can be exercised for shares of the
Company's common stock.  

                            PLAN OF DISTRIBUTION

     Selling Shareholders may sell all or part of the shares from time to 
time at market prices then obtainable on the Bulletin Board through securities 
dealers.  The ability of the Selling Shareholders to sell any of the shares 
however, is subject to any and all restrictions and limitations imposed upon 
the Selling Shareholders by the Plan or Plans pursuant to which they acquired 
the shares.  The Common Stock of the Company is traded on the Bulletin Board.

                                   EXPERTS

     The consolidated balance sheet as of June 30, 1996 and the consolidated 
statements of income, retained earnings, cash flows and financial statements 
schedule for each of the two years in the period ended June 30, 1996, 
incorporated by reference in this prospectus, have been incorporated herein in 
reliance on the report which includes an explanatory paragraph as to certain 
litigation, by Saul Lipson, 1515 University Drive, Suite 222, Coral Springs, 
Florida 33071, independent accountants, given on the authority of that Firm as 
experts in accounting and auditing.

                                 LEGAL OPINIONS

     The legality of the Shares offered hereby will be passed upon for the 
Company by the Law Office of Verdiramo & Verdiramo, P.A., 3163 Kennedy 
Boulevard, Jersey City, New Jersey 07306.
<PAGE>

                                 INDEMNIFICATION

     Section 78.751 of the general corporation rule of the State of Nevada 
under which the registrant is organized empowers a corporation subject to 
certain limitations to indemnify its officers, directors, employees and agents 
or others acting in similar capacities for other entities at the request of 
the registrant including attorneys fees, judgments, fines and other amounts 
which may be paid or incurred by them in their capacities as such officers, 
directors, employees and agents.  The registrants certificate of incorporation 
authorizes the Board of Directors to indemnify officers, directors, employees 
and agents in the fullest extent permitted by law.

     The registrant's bylaws authorize the Board of Directors to indemnify 
officers, directors, employees and agents in the same circumstances set forth 
in the certificate of incorporation.  The bylaws also authorize the registrant 
to purchase liability insurance for the benefit of officers, directors, 
employees and agents and to enter into indemnity agreements with officers, 
directors, employees and agents.  

                                 PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are incorporated by reference in this 
registration statement.

          (a)  Registrant's Annual Report on Form 1O-K for the fiscal year ended
               June 30, 1996, filed pursuant to Section 13(a) of the Securities
               Exchange Act of 1934, as amended. 

          (b)  Registrant's quarterly reports on Form 10-Q for the fiscal
               quarter ended September 30, 1996 and all other reports, if any,
               filed by the Company pursuant to Section 13(a) or 15(d) of 
               the Securities Exchange Act of 1934 since the end of the fiscal
               year ended June 30, 1996.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this 
registration statement and prior to the filing of a post-effective amendment 
to this registration statement which indicates that all securities offered 
hereunder 
<PAGE>

have been sold, or which deregisters all securities then remaining unsold 
under this registration statement, shall be deemed to be incorporated by 
reference in this registration statement and to be a part hereof from the date 
of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

          Not applicable; the class of securities to be offered is registered 
under Section 12 of the Securities Exchange Act of 1934.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 78.751 of the General Corporation law of the State of Nevada,
          under which the Registrant is organized, empowers a corporation, 
          subject to certain limitations, to indemnify its officers, directors,
          employees and agents, or others acting in similar capacities for other
          entities at the request of the Registrant, against certain expenses, 
          including attorneys fees, judgments, fines and other amounts which may
          be paid or incurred by them in their capacities as such officers,
          directors, employees and agents.

          The Registrant's certificate of incorporation authorizes the board of
          directors to indemnify officers, directors, employees and agents to 
          the fullest extent permitted by law.

          The Registrant's bylaws authorize the board of directors to indemnify
          officers, directors, employees and agents the same circumstances set
          forth in the certificate of incorporation.  The bylaws also authorize
          the Registrant to purchase liability insurance for the benefit of
          officers, directors, employees and agents and to enter into indemnity
          agreements with officers, directors, employees and agents.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          With respect to restricted securities issued under any of the Plan
          and to be reoffered or resold pursuant to this Registration Statement,
          Registrant relied on the exemption from registration contained in
          Section 4(2) of the Securities Act of 1933, as amended, in that the 
          issuance of such restricted securities involved a transaction by an
          issuer not involving a public offering.
<PAGE>

Item 8.   EXHIBITS

Exhibit   Sequential
Number    Page Number    Description

  I           11         Opinion of Vincent L. Verdiramo, Esq.
 II           12         Opinion of Saul Lipson
III           13         1996 Nonstatutory Stock Option Plan

Item 9.   UNDERTAKINGS

          (a)  The undersigned Registrant hereby undertakes:

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

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

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

                    (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)(l)(i) and (a)(l)(ii) 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.

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

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

               (b) The undersigned Registrant hereby undertakes that for
                   purposes of determining any liability under the Securities
                   Act of 1933, each filing of the Registrant's annual report 
                   pursuant to section 23(a) or section 15(d) of the Securities
                   Exchange Act of 1934 (and, where applicable, each filing of
                   an employee benefit plan's annual report pursuant to section
                   15(d) of the Securities Exchange Act of 1934) that is
                   incorporated by reference in the registration statement shall
                   be deemed to be a new registration statement relating to the 
                   securities offered therein, and the offering of such 
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

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

     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 




                                   FOOD CONCEPTS, INC.


                                   By: /s/ Herbert Glaubman 
                                           HERBERT GLAUBMAN, PRESIDENT


<PAGE>
                         VERDIRAMO & VERDIRAMO, P.A.
                            3163 Kennedy Boulevard
                        Jersey City, New Jersey 07306
                                201.798.7082





December 19, 1996



Gentlemen:
You have requested our opinion as counsel for Food Concepts, Inc. a Nevada 
corporation (the "Company") in connection with the Registration and Securities 
Act of 1993, as amended, and the rules and regulations thereunder, of 
5,000,000 shares of common stock issuable under the Food Concepts, Inc. 1996 
Nonstatutory Stock Option Plan.  We have examined the Company's registration 
statement on Form S-8 and the form to be filed with the Securities and 
Exchange Commission on or about December 23, 1996 (the "Registration 
Statement").  We further have examined the certificate of incorporation of 
the Company as certified by the Secretary of State of the State of Nevada, the 
bylaw and minute books of the Company as a basis for the opinion hereinafter 
expressed.

Based on the foregoing examination we are of the opinion that, upon issuance 
and sale in the manner described in the registration statement, the shares of 
common stock covered by the registration statement will be legally issued, 
fully paid and nonassessable.  We consent to the filing of this opinion as an 
exhibit to the registration statement. 



                                     VERDIRAMO & VERDIRAMO, P.A.


                                 BY: /s/Vincent L. Verdiramo
                                     Vincent L. Verdiramo

<PAGE>

                     SAUL B. LIPSON & COMPANY
                 1515 UNIVERSITY DRIVE, SUITE 222
                   CORAL SPRINGS, FLORIDA  33071
                            954.755.4405


CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement 
of Food Concepts, Inc. on form S-8 of our report, which includes an explanatory
paragraph as to certain litigation, dated  June 30, 1996, on our audits of 
the consolidated financial statements and financial statement schedule of Food 
Concepts, Inc. as of June 30, 1996 and September 30, 1996, and for each of 
the two years in the period ended June 30, 1996.  We also consent to the 
reference to our Firm under the caption "experts."




                                                                 
                            /s/Saul B. Lipson
<PAGE>

                      FOOD CONCEPTS INC.
            1996 NONSTATUTORY STOCK OPTION PLAN

SECTION 1. PURPOSE AND SCOPE OF PLAN

       The purpose of this Plan is to advance the interests of the Company 
and its stockholders by helping the Company obtain and retain the services of
key management employees, officers, directors and consultants upon whose 
judgment, initiative, and efforts the Company is substantially dependent, and
to provide those persons with further incentives to advance the interests of 
the Company. These goals will be effectuated by granting Options to purchase 
stock to certain key management employees and directors of the Company. Such 
Options are not intended to qualify as Incentive Stock Options under Section 
422A of the Internal Revenue Code of 1986, as amended.

SECTION 2. CERTAIN DEFINITIONS

        Unless the context otherwise requires, the following defined terms 
(together with other capitalized terms defined elsewhere in this Plan) will 
govern the construction of this Plan, and of any stock option agreements 
entered into pursuant to this Plan:

     A. "1933 Act" means the federal Securities Act of 1933, as amended;

     B. "Board of Directors" means the Board of Directors of the Company;

     C. "Cause" shall mean such acts or conduct on the part of an employee or 
director which are contrary to the interests of the Company, as determined by 
the Board.

     D. "Change of Control' shall mean (i) an acquisition of the Company, 
which in the sole discretion of the Board immediately prior to such 
acquisition, is determined to be an acquisition hostile to, and not in the 
best interests of, the stockholders of the Company, or (ii) an acquisition of 
fifty percent (50%) or more of the combined voting power of the Company's 
then outstanding securities by any person, as such term is used in Sections 
13(d)and 14(d)(ii) of the Securities Exchange Act of 1934, as amended (other 
than Herbert Glaubman), or (iii) a change in the composition of the Board so 
that a majority of the members of the Board immediately prior to such change of
control or change in composition of the Board, is determined to be a change 
hostile to, and not in the best interests of, the stockholders of the Company.

     E. "Code" means the Internal Revenue Code of 1986, as amended 
(references herein to Sections of the Code are intended to refer to Sections of
the Code as enacted at the time of this Plan's adoption by the Board and as 
subsequently amended, or to any substantially similar successor provisions of 
the Code resulting from remodification, renumbering or otherwise);

     F. "Committee" means the committee of two Disinterested 
<PAGE>

Directors, appointed by the Board pursuant to subsection 3(a), below, to 
administer and interpret this Plan; provided that the term "Committee" will 
refer to the Board during such times as no Committee is appointed by the 
Board;

     G. "Common Stock" means shares of the Company's Common Stock, $.001 par 
value;

     H. "Company" means Food Concepts Inc. a Nevada corporation, and/or its 
Subsidiaries;

     I. "Disability" has the same meaning as "permanent and total disability,"
as defined in Section 22(e)(3) of the Code;

     J. "Disinterested Director" means a member of the Board who has not 
been, during the period of one year prior to his or her service as an 
administrator of the Plan, and is not, during the period of such service, 
eligible to be granted or awarded Options under this Plan or any similar plan of
the Company;

     K. "Eligible Participant"' means a person who, at a particular time, is 
an employee, officer, or director of the Company or of any of its 
subsidiaries;

     L. "Fair Market Value" means the closing price of the Common Stock, as 
traded on the Bulletin Board, on the Grant Date or, if there shall have been 
no trades of the Common Stock on such Grant Date, then the closing price of 
the Common Stock on the last date, prior to the Grant Date, when the stock 
was traded;

     M. "Grant Date" means the date on which the option is deemed to be 
granted to the Optionee, as determined by the Committee.

     N. "Option" means an Option granted pursuant to this Plan entitling the 
option holder to acquire shares of Stock issued by the Company pursuant to 
the valid exercise of the Option;

     O. "Option Price" with respect to any particular Option means the 
exercise price at which the Optionee may acquire each share of the Option 
Stock called for under such Option;

     P. "Option Stock' means Stock issued or issuable by the Company pursuant 
to the valid exercise of an Option;

     Q. "Optionee" means an Eligible Participant to whom Options are granted 
hereunder, and any transferee thereof pursuant to a Transfer authorized under 
this Plan;

     R. "Plan" means this 1993 Nonstatutory Stock Option Plan of the Company;

     S. "QDRO" has the same meaning as "qualified domestic relations order" 
as defined in Section 414(p) of the Code;
 
     T. "Stock Option Agreement" means an agreement between the 
<PAGE>

Company and an Optionee, in form and substance satisfactory to the Committee 
in its sole discretion, consistent with this Plan;

     U. "Subject to an Option," or words to similar effect, means issuable 
pursuant to the exercise of an Option;

     V. "Subsidiary" has the same meaning as "Subsidiary Corporation" as 
defined in Section 424(f) of the Code;

     W. "Transfer," with respect to Option Stock, includes, without 
limitation, a voluntary or involuntary sale, assignment, transfer, 
conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift, attachment
or levy of such Option Stock, including without limitation an assignment for the
benefit of creditors of the Optionee, a transfer by operation of law, such as
a transfer by will or under the laws of descent and distribution, an execution 
of judgment against the Option Stock or the acquisition of record or 
beneficial ownership thereof by a lender or creditor, a transfer pursuant to 
a QDRO, or to any decree of divorce, dissolution or separate maintenance, any 
property settlement, any separation agreement or any other agreement with a 
spouse (except for estate planning purposes) under which a part or all of the 
shares of Option Stock are transferred or awarded to the spouse of the 
Optionee or are required to be sold; or a transfer resulting from the filing 
by the Optionee of a petition for relief, or the filing of an involuntary 
petition against such Optionee, under the bankruptcy laws of the United 
States or of any other nation.

SECTION 3. ADMINISTRATION OF PLAN
       (a)     This Plan shall be administered by the Nonstatutory Stock 
Option Committee of the Board of Directors of the Company. The Committee 
shall consist of not less than two members of the Board of Directors.

       (b)     The Committee and the president of Food Concepts, Inc. (the 
"President") shall each have full authority and discretion to determine, 
consistent with the provisions of this Plan, the Eligible Participants to be 
granted Options, the times at which Options shall be granted, the Option 
Price of the shares subject to each Option (subject to Section 7 of this Plan),
the number of shares subject to each Option, the period during which each Option
becomes exercisable, and the terms to be set forth on each Option certificate. 
The Committee also shall have full authority and discretion to adopt and 
revise such rules and procedures as it shall deem necessary for the 
administration of this Plan.

        (c)      The Committee's interpretation and construction of any 
provisions of this Plan or any Option granted hereunder shall be final, 
conclusive, and binding.

SECTION 4. ELIGIBILITY AND AWARD OF STOCK OPTIONS

        (a)     The Board of Directors, upon recommendation of the Committee 
or of the President, may from time to time determine the Eligible Participants
who shall be granted Options under this Plan. An Eligible Participant who has 
been granted an Option may be granted an additional Option or Options under 
this Plan if the Committee shall so determine. The granting of an 
<PAGE>

Option under this Plan shall not affect any outstanding stock option 
previously granted to a Optionee under this Plan or any other plan of the 
Company.

        (b)      Additional Options may be granted by the Board of Directors, 
upon recommendation of the Committee, at any time and from time to time to new 
Optionees, or to then Optionees, or to a greater or lesser number of Optionees,
and may include or exclude previous Optionees. Options granted at different
times need not contain similar provisions.

        (c)      Notwithstanding the provisions of subsections 4(a) and (b), 
above, Options granted to an individual, not previously employed by the 
Company, as an inducement essential to entering a contract of employment with 
the Company, may not authorize the issuance of more than five percent (5%) of 
the Company's issued and outstanding Common Stock, for this purpose.

SECTION 5. SHARES OF STOCK SUBJECT TO PLAN
        Subject to the provisions of Section 13 of this Plan, the number of 
shares that may be issued pursuant to the Options granted by the Committee 
under this Plan shall not exceed five million (5,000,000) shares of Common 
Stock of the Company.  Any shares subject to an Option under this Plan that 
expires for any reason or is terminated unexercised as to such shares may 
again be subject to an Option under this Plan.

SECTION 6. STOCK OPTION AGREEMENTS

        Options granted pursuant to this Plan shall be authorized by the 
Board of Directors of this Company  and shall be evidenced by such Stock Option 
Agreements or other agreements, in such form as the Board of Directors, upon 
recommendation of the Committee, shall from time to time approve. Such 
agreements shall comply with and be subject to the terms and conditions of 
this Plan.

SECTION 7. OPTION PRICE

       (a)     Each Option shall state the number of shares to which it 
pertains and shall state the Option Price, on the date the Option is granted, 
but in no event shall such Option Price be less than the par value of the 
Common Stock.

       (b)     The Option Price shall be payable in United States dollars upon 
the exercise of the Option and may be paid in cash or by check, provided, 
however, that the Committee, in its discretion, may permit a particular 
Optionee to pay all or a portion of the Option Price, and/or the tax 
withholding liability set forth in subsection 8(c), below, with respect to the 
exercise of an Option either by surrendering shares of Common Stock already 
owned by such Optionee or by withholding shares of Option Stock, provided that 
the Committee determines that the fair market value of such surrendered Common 
Stock or withheld Option Stock is equal to the corresponding portion of such 
Option Price and/or tax withholding liability, as the case may be, to be paid 
for therewith.
<PAGE>

        (c)     The Company may, at the sole discretion of the President 
and/or the Committee, lend to an Optionee the full amount of the Option Price, 
or any portion thereof, on such terms and conditions as the Company and the 
Optionee shall agree.

       (d)     The cash proceeds from the sales of Common Stock pursuant to 
the exercise of Options are to be added to the general funds of the Company 
and used for its corporate purposes.

SECTION 8. TERM AND EXERCISE OF OPTIONS

        (a)     Subject to the provisions of subsection 8(c) and Sections 11, 
12, and 13, below, the terms of exercisability of each Option granted 
hereunder shall be determined by the President and the Committee at their 
discretion.

        (b)      An Option may be exercised to the extent exercisable by: (i) 
giving written notice of exercise to the Company, specifying the number of 
full shares of Option Stock to be purchased and accompanied by full payment of 
the Option Price thereof and the amount of withholding taxes pursuant to 
subsection 8(c), below; and (ii) giving assurances satisfactory to the Company 
that the shares of Option Stock to be purchased upon such exercise are being 
purchased for investment and not with a view to resale in connection with any 
distribution of such shares in violation of the 1933 Act; provided, however, 
that in the event the Option Stock called for under the Option is registered 
under the 1933 Act, or in the event resale of such Option Stock without such 
registration would otherwise be permissible, this second condition will be 
inoperative if, in the opinion of counsel for the Company, such condition is 
not required under the 1933 Act, or any other applicable law, regulation or 
rule of any governmental agency.

        (c)      As a condition to the issuance of the shares of Option Stock 
upon full or partial exercise of an Option granted under this Plan, the 
Committee, in its discretion, may request that the Optionee pay to the Company 
in cash, or in such other form as the Committee may determine, the amount of 
the Company's tax withholding liability required in connection with such 
exercise. For purposes of this subsection 8(c), "tax withholding liability" 
will mean all federal and state income taxes, social security tax, and any 
other taxes applicable to the compensation income arising from the transaction 
required by applicable law to be withheld by the Company.

SECTION 9. NONTRANSFERABILITY
       All Options granted under this Plan shall be nontransferable by the 
Optionee, otherwise than by will or the laws of descent and distribution, and 
shall be exercisable during the Optionee's lifetime, only by him, her or them.

SECTION 10. REQUIREMENTS OF LAW

        The granting of Options and the issuance of shares of Common Stock 
upon the exercise of an Option shall be subject to all applicable laws, rules, 
and regulations and shares shall not be issued except upon approval of proper 
government agencies or stock exchanges as may be required.
<PAGE>

SECTION 11. TERMINATION OF EMPLOYMENT

       (a)     If an Optionee shall cease to be employed by, or cease to serve 
as a director of, the Company as a result of early retirement or retirement for
age or disability, all in accordance with applicable Company policies, all 
outstanding Options held by such Optionee shall become immediately exercisable
in full and shall remain exercisable in full during the full term of the 
remaining period of exercisability of such Option.

       (b)     Termination of an Optionee's employment or service by the 
Company for Cause in accordance with applicable Company policies shall result in
the immediate cancellation of all outstanding Options held by such Optionee, 
whether or not such Options are then exercisable as of the date of such 
termination, unless the Board of Directors, in its discretion, shall determine 
otherwise.

       (c)     if an Optionee shall cease to be employed by, or serve with, 
the Company for any reason other than those set forth in subsections 11(a) 
and (b), above, such Optionee may, but only within a period of 90 days beginning
the day following the date of such termination of employment, exercise his or 
her Option, to the extent that such Optionee was entitled to exercise it at 
the date of such termination.

SECTION 12.  DEATH OF OPTIONEE

     In the event of the date of death of an Optionee while in the employ of 
the Company or its Subsidiaries, the Option theretofore granted shall be 
exercisable only by the proper beneficiary within a period of one year after 
death.  In the case of an Optionee who dies subsequent to the termination of 
his or her employment or term of service with the Company in accordance with 
subsections 11 (a) or (c), such deceased Optionee' legal heirs or estate shall 
have the right to exercise all outstanding Options to the extent that such 
deceased Optionee was entitled to exercise them at the date of his or her 
death.

SECTION 13. CHANGE IN CONTROL

        In the event there shall be a Change in Control of the Company, all 
outstanding Options theretofore granted under this Plan shall become 
immediately exercisable and shall remain exercisable during the full term of 
the remaining respective periods of exercisability of such Options.

SECTION 14. ADJUSTMENTS

       In the event of any change in the number of outstanding shares of 
Common Stock by reason of any stock dividend or split, recapitalization, 
reclassification, merger, consolidation, combination, or exchange of shares, 
or other similar corporate change, then if the Committee shall determine, in 
its sole discretion, that such change necessarily or equitably requires an 
<PAGE>

adjustment in the number of shares subject to each outstanding Option and the 
Option Prices or in the maximum number of shares subject to this Plan, such 
adjustments shall be made by the Committee and shall be conclusive and binding 
for all purposes of this Plan. 

SECTION 15. CLAIM TO STOCK OPTION, OWNERSHIP, OR EMPLOYMENT RIGHTS

        No employee or other person shall have any claim or right to be 
granted Options under this Plan. No Optionee, before issuance of the stock, 
shall be entitled to voting rights, dividends, or other rights of stockholders 
except as otherwise provided in this Plan. Neither this Plan nor any action 
taken hereunder shall be construed as giving any employee or other person any 
right to be retained in the employ of the Company or a Subsidiary.

SECTION 16. UNSECURED OBLIGATION

       Optionees under this Plan shall not have any interest in any fund or 
specific asset of the Company by reason of this Plan. No trust fund shall be 
created in connection with this Plan or any award thereunder, and there shall 
be no required funding of amounts that may become payable to any Optionee.

SECTION 17. EXPENSES OF PLAN

     The expenses of administering the Plan shall be borne by the Company and 
its Subsidiaries.

SECTION 18. INDEMNIFICATION

        Each person who is or shall have been a member of the Committee or of 
the Board of Directors shall be indemnified and held harmless by the Company 
against and from any loss, cost, liability, or expense that may be imposed 
upon or reasonably incurred in connection with or resulting from any claim, 
action, suit, or proceeding to which the person may be a party or in which he 
or she may be involved by reason of any action taken or failure to act under 
the Plan and against and from any and all amounts paid in satisfaction of 
judgment in any such action, suit, or proceeding against the person, provided 
the Company shall be given an opportunity, at its own expense, to handle and 
defend the action on the individual's own behalf. The foregoing right of 
indemnification shall not be exclusive of any other rights of indemnification 
to which such persons may be entitled under the Company's Articles of 
Incorporation or Bylaws, as a matter of law, or otherwise, or any power than 
the Company may have to indemnify them or hold them harmless.

SECTION 19. AMENDMENT AND TERMINATION

        Unless this Plan shall theretofore have been terminated as hereinafter 
provided, no Options may be granted after December 19, 2006. The Board of 
Director may terminate this Plan or modify or amend this Plan in such respect 
as it shall deem advisable, provided, however, that the Board of Directors may 
not without prior approval by the Company's shareholders:

       (a)      Increase the aggregate number of shares of Common Stock as to 
which Options may be granted under the Plan except as 
<PAGE>

provided in Section 13, above; or

     (b)      Extend the period during which Options may be granted.

SECTION 20. APPLICABILITY OF PLAN TO OTHER OUTSTANDING STOCK OPTIONS

        This Plan shall not affect the terms and conditions of any other 
statutory or nonstatutory stock options heretofore granted to any employee of 
the Company or its Subsidiaries or to any other person under any other plan 
relating to statutory or nonstatutory stock options, nor shall it affect any 
of the rights of any employee to whom such a statutory or nonstatutory stock 
option was granted.

SECTION 21. EFFECTIVE DATE OF PLAN

     The plan shall become effective as of December 20, 1996.
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As filed with the Securities and Exchange Commission on December 23, 1996 
Registration No.  
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                         
                            FORM S-8
                     Registration Statement
                             Under
              The Securities Act of 1933, as Amended

                        FOOD CONCEPTS, INC.
         (Exact Name of Registrant as Specified in Charter)

Nevada                                        13-3124057
(State or other jurisdiction              (I.R.S. Employer
of incorporation or organization)       (Identification Number)

                         6601 Lyons Road
                               C-12
                   Coconut Creek, Florida 33073
                          (954) 420-0882

         (Address and telephone number of registrant's principal
               executive offices and place of business)

                 1996 NONSTATUTORY STOCK OPTION PLAN

                      Herbert Glaubman, Chairman
                           Food Concepts, Inc.
                             6601 Lyons Road
                                   C-12
                      Coconut Creek, Florida 33073
                              (954) 420-0882

      (Name, address and telephone number of agent for services)

       Copies of all communications, including all communications             
sent to the agent for service, should be sent to:

                        Verdiramo & Verdiramo, P.A.
                          3163 Kennedy Boulevard
                       Jersey City, New Jersey 07306
                              (201) 798-7082

     Approximate date of commencement of proposed sale to the           
public:  As soon as practicable after the Registration Statement 
becomes effective
If the only securities being registered on this Form are being offered 
pursuant to dividends or interest reinvestment plans, check the following 
line:             

     If any of the securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following line:       X           

                   CALCULATION OF REGISTRATION FEE

Title of each
class of            Amount       Proposed          Proposed       Amount of
Securities          to be        maximum           aggregate      registration
to be registered    registered   offering price    offering fee   fee
                    per share    price
Common Shares, $.001 
par value per share, 
issuable upon exercise 
of stock options by  
Selling Shareholders  1,125,000  $ .01              $ 11,250.00    $   3.41
                        525,000  $ .05              $ 26,250.00        7.95
                      1,000,000  $ .20              $200,000.00       60.67
                      1,000,000  $ .25              $250,000.00       75.76
                        600,000  $ .50              $300,000.00       90.91
                        750,000  $1.00              $750,000.00      227.27

TOTAL                 5,000,000                   $1,537,500.00     $465.91
REOFFER 
                                 PROSPECTUS

                             5,000,000 Shares

                            FOOD CONCEPTS, INC.
  
                                Common Stock
                              $.001 Par Value

     The shares of common stock offered hereby are being sold by certain 
shareholders of Food Concepts, Inc. (the "Company")and such shareholders are 
hereinafter referred to as "Selling Shareholders".  The Company will not 
receive any of the proceeds from the sale of the common stock, however, the 
Company will receive the proceeds, upon exercise of any and all of the 
outstanding option, of which there is no assurance.  The common stock as 
listed on the OTC Bulletin Board under the symbol JAVA.  On December 20, 1996 
the closing price for the Company's common stock on the OTC Bulletin Board 
was .17 per share.  Sales by the Selling Shareholders will be made from time to 
time at market prices then obtainable on the OTC Bulletin Board through 
securities dealers.  See "Plan of Distribution".

THIS OFFERING INVOLVES CERTAIN RISKS.  SEE "RISK FACTORS:

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 date of this Prospectus is December 23, 1996.
AVAILABLE INFORMATION

     The Company is subject to the information requirements of the Securities 
Exchange Act of 1934 (the "Exchange Act"), 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
the Company can be inspected and copied at the public referenced facilities 
maintained by the Commission at Room 1024, 450 Fifth Street N.W., Washington, 
D.C. 20549; 7 World Trade Center, New York, New York 10048; and Citicorp 
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60601-2511; and 
copies of such material can be obtained from the Public Reference Section of 
the Commission at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549 at 
prescribed rates.  In addition, the Company's securities are listed on the 
OTC Bulletin Board and such material can be inspected at such exchange.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company hereby incorporates by reference in this prospectus the 
Company's annual report on Form 10-K for its fiscal year ended June 30, 1996, 
filed pursuant to Section 13(a) of the Exchange Act, the Company's quarterly 
reports on form 10-Q for the fiscal quarters ended September 30, 1996 and all 
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 
14 or 15(d) of the Securities and Exchange Act of 1934 prior to the 
termination of the offering described herein shall be deemed to be incorporated
in this prospectus and to be a part hereof from the date of the filing of such
documents.

     Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this prospectus to the extent that a statement contained 
herein or in any other subsequently filed document which also is incorporated 
or deemed to be incorporated by reference herein modified or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as modified or superseded, to constitute a part of this prospectus.

     Any person receiving a copy of this prospectus may obtain without 
charge, upon request, a copy of any of the documents incorporated by reference 
herein, except for the exhibits to such documents.  Requests should be directed
to Herbert Glaubman, Food Concepts, Inc., 6601 Lyons Road, C-12, Coconut Creek,
Florida 33073.
THE COMPANY

     The Company roasts and sells gourmet coffee to various outlets, both 
wholesale and mail order.  The registrant purchases its raw materials through 
coffee importers and agents.  The principal source of such raw material is 
South America, Central America and Africa.  In certain areas distribution of 
coffee beans is controlled by government cartels.  Therefore, you cannot 
purchase the raw materials directly from an intermediary organization.  While 
the registrant is of the opinion  that the sources of raw materials are 
plentiful it is still dependent upon the various governments that do control 
the raw materials markets.  

                           RISK FACTORS

     1. Dependence on a few major customers. The registrants market is very
        diverse. Major customers include the Christmas Tree Shops and Palm 
        Beach Gourmet and the Company is not dependant on any one account.  

     2. History of Operating Losses.  The Company has since its inception not
        been profitable.  However, although the Company believes its prospects
        will be highly successful, there can be no assurance that the 
        Company's increased sales revenues will continue.  

     3. Dependence on Personnel.  The Company is highly dependent on the
        continued services of Herbert Glaubman, its president and founder.
        Loss of the services of Mr. Glaubman for any reason would have a 
        material adverse affect on the Company as they relate both to the 
        results of its operations and its business prospects.  The Company's
        ability to maintain its competitive position will depend in part on
        its ability to attract and retain qualified personnel.  Competition 
        for such personnel, while not intense, is difficult insomuch as the
        individuals have to have various areas of expertise in order to 
        combine distribution and marketing ability. Further, the Company must 
        recruit and organize marketing and sales personnel so that it can 
        continue expansion. The Company competes primarily on the basis of
        quality performance and reliability of its product. Competition from
        other companies in this field is intense and is expected to increase. 
        Many of these companies have substantially greater resources, 
        experience, marketing,financial and managerial resources and
        represent significant competition for the Company.  

     4. Dividends Not Likely.  For the foreseeable future it is anticipated 
        that any earning which are to be generated
from the operations of the Company will be used to finance the growth 
        of the Company and that cash dividends will not be paid to stockholders.

     5. Fluctuations in Stock Price.  The market price of the Company's common
        stock could be subject to significant fluctuations in response to
        variations and financial results or announcements of material events by
        the Company or its competitors.  

                            SELLING SHAREHOLDERS

     The Company has instituted a 1996 Nonstatutory Stock Option Plan ("Plan").
The Plan provides for issuance of stock options to certain employees,
consultants, etc.  The stock options can be exercised for shares of the
Company's common stock.  

                            PLAN OF DISTRIBUTION

     Selling Shareholders may sell all or part of the shares from time to 
time at market prices then obtainable on the Bulletin Board through securities 
dealers.  The ability of the Selling Shareholders to sell any of the shares 
however, is subject to any and all restrictions and limitations imposed upon 
the Selling Shareholders by the Plan or Plans pursuant to which they acquired 
the shares.  The Common Stock of the Company is traded on the Bulletin Board.

                                   EXPERTS

     The consolidated balance sheet as of June 30, 1996 and the consolidated 
statements of income, retained earnings, cash flows and financial statements 
schedule for each of the two years in the period ended June 30, 1996, 
incorporated by reference in this prospectus, have been incorporated herein in 
reliance on the report which includes an explanatory paragraph as to certain 
litigation, by Saul Lipson, 1515 University Drive, Suite 222, Coral Springs, 
Florida 33071, independent accountants, given on the authority of that Firm as 
experts in accounting and auditing.

                                 LEGAL OPINIONS

     The legality of the Shares offered hereby will be passed upon for the 
Company by the Law Office of Verdiramo & Verdiramo, P.A., 3163 Kennedy 
Boulevard, Jersey City, New Jersey 07306.
INDEMNIFICATION

     Section 78.751 of the general corporation rule of the State of Nevada 
under which the registrant is organized empowers a corporation subject to 
certain limitations to indemnify its officers, directors, employees and agents 
or others acting in similar capacities for other entities at the request of 
the registrant including attorneys fees, judgments, fines and other amounts 
which may be paid or incurred by them in their capacities as such officers, 
directors, employees and agents.  The registrants certificate of incorporation 
authorizes the Board of Directors to indemnify officers, directors, employees 
and agents in the fullest extent permitted by law.

     The registrant's bylaws authorize the Board of Directors to indemnify 
officers, directors, employees and agents in the same circumstances set forth 
in the certificate of incorporation.  The bylaws also authorize the registrant 
to purchase liability insurance for the benefit of officers, directors, 
employees and agents and to enter into indemnity agreements with officers, 
directors, employees and agents.  

                                 PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are incorporated by reference in this 
registration statement.

          (a)  Registrant's Annual Report on Form 1O-K for the fiscal year ended
               June 30, 1996, filed pursuant to Section 13(a) of the Securities
               Exchange Act of 1934, as amended. 

          (b)  Registrant's quarterly reports on Form 10-Q for the fiscal
               quarter ended September 30, 1996 and all other reports, if any,
               filed by the Company pursuant to Section 13(a) or 15(d) of 
               the Securities Exchange Act of 1934 since the end of the fiscal
               year ended June 30, 1996.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this 
registration statement and prior to the filing of a post-effective amendment 
to this registration statement which indicates that all securities offered 
hereunder
have been sold, or which deregisters all securities then remaining unsold 
under this registration statement, shall be deemed to be incorporated by 
reference in this registration statement and to be a part hereof from the date 
of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

          Not applicable; the class of securities to be offered is registered 
under Section 12 of the Securities Exchange Act of 1934.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 78.751 of the General Corporation law of the State of Nevada,
          under which the Registrant is organized, empowers a corporation, 
          subject to certain limitations, to indemnify its officers, directors,
          employees and agents, or others acting in similar capacities for other
          entities at the request of the Registrant, against certain expenses, 
          including attorneys fees, judgments, fines and other amounts which may
          be paid or incurred by them in their capacities as such officers,
          directors, employees and agents.

          The Registrant's certificate of incorporation authorizes the board of
          directors to indemnify officers, directors, employees and agents to 
          the fullest extent permitted by law.

          The Registrant's bylaws authorize the board of directors to indemnify
          officers, directors, employees and agents the same circumstances set
          forth in the certificate of incorporation.  The bylaws also authorize
          the Registrant to purchase liability insurance for the benefit of
          officers, directors, employees and agents and to enter into indemnity
          agreements with officers, directors, employees and agents.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          With respect to restricted securities issued under any of the Plan
          and to be reoffered or resold pursuant to this Registration Statement,
          Registrant relied on the exemption from registration contained in
          Section 4(2) of the Securities Act of 1933, as amended, in that the 
          issuance of such restricted securities involved a transaction by an
          issuer not involving a public offering.
Item 8.   EXHIBITS

Exhibit   Sequential
Number    Page Number    Description

  I           11         Opinion of Vincent L. Verdiramo, Esq.
 II           12         Opinion of Saul Lipson
III           13         1996 Nonstatutory Stock Option Plan

Item 9.   UNDERTAKINGS

          (a)  The undersigned Registrant hereby undertakes:

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

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

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

                    (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)(l)(i) and (a)(l)(ii) 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.

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

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

               (b) The undersigned Registrant hereby undertakes that for
                   purposes of determining any liability under the Securities
                   Act of 1933, each filing of the Registrant's annual report 
                   pursuant to section 23(a) or section 15(d) of the Securities
                   Exchange Act of 1934 (and, where applicable, each filing of
                   an employee benefit plan's annual report pursuant to section
                   15(d) of the Securities Exchange Act of 1934) that is
                   incorporated by reference in the registration statement shall
                   be deemed to be a new registration statement relating to the 
                   securities offered therein, and the offering of such 
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

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

     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 

                                   FOOD CONCEPTS, INC.

                                   By: /s/ Herbert Glaubman 
                                           HERBERT GLAUBMAN, PRESIDENT
VERDIRAMO & VERDIRAMO, P.A.
                            3163 Kennedy Boulevard
                        Jersey City, New Jersey 07306
                                201.798.7082

December 19, 1996

Gentlemen:
You have requested our opinion as counsel for Food Concepts, Inc. a Nevada 
corporation (the "Company") in connection with the Registration and Securities 
Act of 1993, as amended, and the rules and regulations thereunder, of 
5,000,000 shares of common stock issuable under the Food Concepts, Inc. 1996 
Nonstatutory Stock Option Plan.  We have examined the Company's registration 
statement on Form S-8 and the form to be filed with the Securities and 
Exchange Commission on or about December 23, 1996 (the "Registration 
Statement").  We further have examined the certificate of incorporation of 
the Company as certified by the Secretary of State of the State of Nevada, the 
bylaw and minute books of the Company as a basis for the opinion hereinafter 
expressed.

Based on the foregoing examination we are of the opinion that, upon issuance 
and sale in the manner described in the registration statement, the shares of 
common stock covered by the registration statement will be legally issued, 
fully paid and nonassessable.  We consent to the filing of this opinion as an 
exhibit to the registration statement. 

                                     VERDIRAMO & VERDIRAMO, P.A.

                                 BY: /s/Vincent L. Verdiramo
                                     Vincent L. Verdiramo
SAUL B. LIPSON & COMPANY
                 1515 UNIVERSITY DRIVE, SUITE 222
                   CORAL SPRINGS, FLORIDA  33071
                            954.755.4405

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement 
of Food Concepts, Inc. on form S-8 of our report, which includes an explanatory
paragraph as to certain litigation, dated  June 30, 1996, on our audits of 
the consolidated financial statements and financial statement schedule of Food 
Concepts, Inc. as of June 30, 1996 and September 30, 1996, and for each of 
the two years in the period ended June 30, 1996.  We also consent to the 
reference to our Firm under the caption "experts."

                                                                 
                            /s/Saul B. Lipson
FOOD CONCEPTS INC.
            1996 NONSTATUTORY STOCK OPTION PLAN

SECTION 1. PURPOSE AND SCOPE OF PLAN

       The purpose of this Plan is to advance the interests of the Company 
and its stockholders by helping the Company obtain and retain the services of
key management employees, officers, directors and consultants upon whose 
judgment, initiative, and efforts the Company is substantially dependent, and
to provide those persons with further incentives to advance the interests of 
the Company. These goals will be effectuated by granting Options to purchase 
stock to certain key management employees and directors of the Company. Such 
Options are not intended to qualify as Incentive Stock Options under Section 
422A of the Internal Revenue Code of 1986, as amended.

SECTION 2. CERTAIN DEFINITIONS

        Unless the context otherwise requires, the following defined terms 
(together with other capitalized terms defined elsewhere in this Plan) will 
govern the construction of this Plan, and of any stock option agreements 
entered into pursuant to this Plan:

     A. "1933 Act" means the federal Securities Act of 1933, as amended;

     B. "Board of Directors" means the Board of Directors of the Company;

     C. "Cause" shall mean such acts or conduct on the part of an employee or 
director which are contrary to the interests of the Company, as determined by 
the Board.

     D. "Change of Control' shall mean (i) an acquisition of the Company, 
which in the sole discretion of the Board immediately prior to such 
acquisition, is determined to be an acquisition hostile to, and not in the 
best interests of, the stockholders of the Company, or (ii) an acquisition of 
fifty percent (50%) or more of the combined voting power of the Company's 
then outstanding securities by any person, as such term is used in Sections 
13(d)and 14(d)(ii) of the Securities Exchange Act of 1934, as amended (other 
than Herbert Glaubman), or (iii) a change in the composition of the Board so 
that a majority of the members of the Board immediately prior to such change of
control or change in composition of the Board, is determined to be a change 
hostile to, and not in the best interests of, the stockholders of the Company.

     E. "Code" means the Internal Revenue Code of 1986, as amended 
(references herein to Sections of the Code are intended to refer to Sections of
the Code as enacted at the time of this Plan's adoption by the Board and as 
subsequently amended, or to any substantially similar successor provisions of 
the Code resulting from remodification, renumbering or otherwise);

     F. "Committee" means the committee of two Disinterested
Directors, appointed by the Board pursuant to subsection 3(a), below, to 
administer and interpret this Plan; provided that the term "Committee" will 
refer to the Board during such times as no Committee is appointed by the 
Board;

     G. "Common Stock" means shares of the Company's Common Stock, $.001 par 
value;

     H. "Company" means Food Concepts Inc. a Nevada corporation, and/or its 
Subsidiaries;

     I. "Disability" has the same meaning as "permanent and total disability,"
as defined in Section 22(e)(3) of the Code;

     J. "Disinterested Director" means a member of the Board who has not 
been, during the period of one year prior to his or her service as an 
administrator of the Plan, and is not, during the period of such service, 
eligible to be granted or awarded Options under this Plan or any similar plan of
the Company;

     K. "Eligible Participant"' means a person who, at a particular time, is 
an employee, officer, or director of the Company or of any of its 
subsidiaries;

     L. "Fair Market Value" means the closing price of the Common Stock, as 
traded on the Bulletin Board, on the Grant Date or, if there shall have been 
no trades of the Common Stock on such Grant Date, then the closing price of 
the Common Stock on the last date, prior to the Grant Date, when the stock 
was traded;

     M. "Grant Date" means the date on which the option is deemed to be 
granted to the Optionee, as determined by the Committee.

     N. "Option" means an Option granted pursuant to this Plan entitling the 
option holder to acquire shares of Stock issued by the Company pursuant to 
the valid exercise of the Option;

     O. "Option Price" with respect to any particular Option means the 
exercise price at which the Optionee may acquire each share of the Option 
Stock called for under such Option;

     P. "Option Stock' means Stock issued or issuable by the Company pursuant 
to the valid exercise of an Option;

     Q. "Optionee" means an Eligible Participant to whom Options are granted 
hereunder, and any transferee thereof pursuant to a Transfer authorized under 
this Plan;

     R. "Plan" means this 1993 Nonstatutory Stock Option Plan of the Company;

     S. "QDRO" has the same meaning as "qualified domestic relations order" 
as defined in Section 414(p) of the Code;
 
     T. "Stock Option Agreement" means an agreement between the
Company and an Optionee, in form and substance satisfactory to the Committee 
in its sole discretion, consistent with this Plan;

     U. "Subject to an Option," or words to similar effect, means issuable 
pursuant to the exercise of an Option;

     V. "Subsidiary" has the same meaning as "Subsidiary Corporation" as 
defined in Section 424(f) of the Code;

     W. "Transfer," with respect to Option Stock, includes, without 
limitation, a voluntary or involuntary sale, assignment, transfer, 
conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift, attachment
or levy of such Option Stock, including without limitation an assignment for the
benefit of creditors of the Optionee, a transfer by operation of law, such as
a transfer by will or under the laws of descent and distribution, an execution 
of judgment against the Option Stock or the acquisition of record or 
beneficial ownership thereof by a lender or creditor, a transfer pursuant to 
a QDRO, or to any decree of divorce, dissolution or separate maintenance, any 
property settlement, any separation agreement or any other agreement with a 
spouse (except for estate planning purposes) under which a part or all of the 
shares of Option Stock are transferred or awarded to the spouse of the 
Optionee or are required to be sold; or a transfer resulting from the filing 
by the Optionee of a petition for relief, or the filing of an involuntary 
petition against such Optionee, under the bankruptcy laws of the United 
States or of any other nation.

SECTION 3. ADMINISTRATION OF PLAN
       (a)     This Plan shall be administered by the Nonstatutory Stock 
Option Committee of the Board of Directors of the Company. The Committee 
shall consist of not less than two members of the Board of Directors.

       (b)     The Committee and the president of Food Concepts, Inc. (the 
"President") shall each have full authority and discretion to determine, 
consistent with the provisions of this Plan, the Eligible Participants to be 
granted Options, the times at which Options shall be granted, the Option 
Price of the shares subject to each Option (subject to Section 7 of this Plan),
the number of shares subject to each Option, the period during which each Option
becomes exercisable, and the terms to be set forth on each Option certificate. 
The Committee also shall have full authority and discretion to adopt and 
revise such rules and procedures as it shall deem necessary for the 
administration of this Plan.

        (c)      The Committee's interpretation and construction of any 
provisions of this Plan or any Option granted hereunder shall be final, 
conclusive, and binding.

SECTION 4. ELIGIBILITY AND AWARD OF STOCK OPTIONS

        (a)     The Board of Directors, upon recommendation of the Committee 
or of the President, may from time to time determine the Eligible Participants
who shall be granted Options under this Plan. An Eligible Participant who has 
been granted an Option may be granted an additional Option or Options under 
this Plan if the Committee shall so determine. The granting of an
Option under this Plan shall not affect any outstanding stock option 
previously granted to a Optionee under this Plan or any other plan of the 
Company.

        (b)      Additional Options may be granted by the Board of Directors, 
upon recommendation of the Committee, at any time and from time to time to new 
Optionees, or to then Optionees, or to a greater or lesser number of Optionees,
and may include or exclude previous Optionees. Options granted at different
times need not contain similar provisions.

        (c)      Notwithstanding the provisions of subsections 4(a) and (b), 
above, Options granted to an individual, not previously employed by the 
Company, as an inducement essential to entering a contract of employment with 
the Company, may not authorize the issuance of more than five percent (5%) of 
the Company's issued and outstanding Common Stock, for this purpose.

SECTION 5. SHARES OF STOCK SUBJECT TO PLAN
        Subject to the provisions of Section 13 of this Plan, the number of 
shares that may be issued pursuant to the Options granted by the Committee 
under this Plan shall not exceed five million (5,000,000) shares of Common 
Stock of the Company.  Any shares subject to an Option under this Plan that 
expires for any reason or is terminated unexercised as to such shares may 
again be subject to an Option under this Plan.

SECTION 6. STOCK OPTION AGREEMENTS

        Options granted pursuant to this Plan shall be authorized by the 
Board of Directors of this Company  and shall be evidenced by such Stock Option 
Agreements or other agreements, in such form as the Board of Directors, upon 
recommendation of the Committee, shall from time to time approve. Such 
agreements shall comply with and be subject to the terms and conditions of 
this Plan.

SECTION 7. OPTION PRICE

       (a)     Each Option shall state the number of shares to which it 
pertains and shall state the Option Price, on the date the Option is granted, 
but in no event shall such Option Price be less than the par value of the 
Common Stock.

       (b)     The Option Price shall be payable in United States dollars upon 
the exercise of the Option and may be paid in cash or by check, provided, 
however, that the Committee, in its discretion, may permit a particular 
Optionee to pay all or a portion of the Option Price, and/or the tax 
withholding liability set forth in subsection 8(c), below, with respect to the 
exercise of an Option either by surrendering shares of Common Stock already 
owned by such Optionee or by withholding shares of Option Stock, provided that 
the Committee determines that the fair market value of such surrendered Common 
Stock or withheld Option Stock is equal to the corresponding portion of such 
Option Price and/or tax withholding liability, as the case may be, to be paid 
for therewith.
(c)     The Company may, at the sole discretion of the President 
and/or the Committee, lend to an Optionee the full amount of the Option Price, 
or any portion thereof, on such terms and conditions as the Company and the 
Optionee shall agree.

       (d)     The cash proceeds from the sales of Common Stock pursuant to 
the exercise of Options are to be added to the general funds of the Company 
and used for its corporate purposes.

SECTION 8. TERM AND EXERCISE OF OPTIONS

        (a)     Subject to the provisions of subsection 8(c) and Sections 11, 
12, and 13, below, the terms of exercisability of each Option granted 
hereunder shall be determined by the President and the Committee at their 
discretion.

        (b)      An Option may be exercised to the extent exercisable by: (i) 
giving written notice of exercise to the Company, specifying the number of 
full shares of Option Stock to be purchased and accompanied by full payment of 
the Option Price thereof and the amount of withholding taxes pursuant to 
subsection 8(c), below; and (ii) giving assurances satisfactory to the Company 
that the shares of Option Stock to be purchased upon such exercise are being 
purchased for investment and not with a view to resale in connection with any 
distribution of such shares in violation of the 1933 Act; provided, however, 
that in the event the Option Stock called for under the Option is registered 
under the 1933 Act, or in the event resale of such Option Stock without such 
registration would otherwise be permissible, this second condition will be 
inoperative if, in the opinion of counsel for the Company, such condition is 
not required under the 1933 Act, or any other applicable law, regulation or 
rule of any governmental agency.

        (c)      As a condition to the issuance of the shares of Option Stock 
upon full or partial exercise of an Option granted under this Plan, the 
Committee, in its discretion, may request that the Optionee pay to the Company 
in cash, or in such other form as the Committee may determine, the amount of 
the Company's tax withholding liability required in connection with such 
exercise. For purposes of this subsection 8(c), "tax withholding liability" 
will mean all federal and state income taxes, social security tax, and any 
other taxes applicable to the compensation income arising from the transaction 
required by applicable law to be withheld by the Company.

SECTION 9. NONTRANSFERABILITY
       All Options granted under this Plan shall be nontransferable by the 
Optionee, otherwise than by will or the laws of descent and distribution, and 
shall be exercisable during the Optionee's lifetime, only by him, her or them.

SECTION 10. REQUIREMENTS OF LAW

        The granting of Options and the issuance of shares of Common Stock 
upon the exercise of an Option shall be subject to all applicable laws, rules, 
and regulations and shares shall not be issued except upon approval of proper 
government agencies or stock exchanges as may be required.
SECTION 11. TERMINATION OF EMPLOYMENT

       (a)     If an Optionee shall cease to be employed by, or cease to serve 
as a director of, the Company as a result of early retirement or retirement for
age or disability, all in accordance with applicable Company policies, all 
outstanding Options held by such Optionee shall become immediately exercisable
in full and shall remain exercisable in full during the full term of the 
remaining period of exercisability of such Option.

       (b)     Termination of an Optionee's employment or service by the 
Company for Cause in accordance with applicable Company policies shall result in
the immediate cancellation of all outstanding Options held by such Optionee, 
whether or not such Options are then exercisable as of the date of such 
termination, unless the Board of Directors, in its discretion, shall determine 
otherwise.

       (c)     if an Optionee shall cease to be employed by, or serve with, 
the Company for any reason other than those set forth in subsections 11(a) 
and (b), above, such Optionee may, but only within a period of 90 days beginning
the day following the date of such termination of employment, exercise his or 
her Option, to the extent that such Optionee was entitled to exercise it at 
the date of such termination.

SECTION 12.  DEATH OF OPTIONEE

     In the event of the date of death of an Optionee while in the employ of 
the Company or its Subsidiaries, the Option theretofore granted shall be 
exercisable only by the proper beneficiary within a period of one year after 
death.  In the case of an Optionee who dies subsequent to the termination of 
his or her employment or term of service with the Company in accordance with 
subsections 11 (a) or (c), such deceased Optionee' legal heirs or estate shall 
have the right to exercise all outstanding Options to the extent that such 
deceased Optionee was entitled to exercise them at the date of his or her 
death.

SECTION 13. CHANGE IN CONTROL

        In the event there shall be a Change in Control of the Company, all 
outstanding Options theretofore granted under this Plan shall become 
immediately exercisable and shall remain exercisable during the full term of 
the remaining respective periods of exercisability of such Options.

SECTION 14. ADJUSTMENTS

       In the event of any change in the number of outstanding shares of 
Common Stock by reason of any stock dividend or split, recapitalization, 
reclassification, merger, consolidation, combination, or exchange of shares, 
or other similar corporate change, then if the Committee shall determine, in 
its sole discretion, that such change necessarily or equitably requires an
adjustment in the number of shares subject to each outstanding Option and the 
Option Prices or in the maximum number of shares subject to this Plan, such 
adjustments shall be made by the Committee and shall be conclusive and binding 
for all purposes of this Plan. 

SECTION 15. CLAIM TO STOCK OPTION, OWNERSHIP, OR EMPLOYMENT RIGHTS

        No employee or other person shall have any claim or right to be 
granted Options under this Plan. No Optionee, before issuance of the stock, 
shall be entitled to voting rights, dividends, or other rights of stockholders 
except as otherwise provided in this Plan. Neither this Plan nor any action 
taken hereunder shall be construed as giving any employee or other person any 
right to be retained in the employ of the Company or a Subsidiary.

SECTION 16. UNSECURED OBLIGATION

       Optionees under this Plan shall not have any interest in any fund or 
specific asset of the Company by reason of this Plan. No trust fund shall be 
created in connection with this Plan or any award thereunder, and there shall 
be no required funding of amounts that may become payable to any Optionee.

SECTION 17. EXPENSES OF PLAN

     The expenses of administering the Plan shall be borne by the Company and 
its Subsidiaries.

SECTION 18. INDEMNIFICATION

        Each person who is or shall have been a member of the Committee or of 
the Board of Directors shall be indemnified and held harmless by the Company 
against and from any loss, cost, liability, or expense that may be imposed 
upon or reasonably incurred in connection with or resulting from any claim, 
action, suit, or proceeding to which the person may be a party or in which he 
or she may be involved by reason of any action taken or failure to act under 
the Plan and against and from any and all amounts paid in satisfaction of 
judgment in any such action, suit, or proceeding against the person, provided 
the Company shall be given an opportunity, at its own expense, to handle and 
defend the action on the individual's own behalf. The foregoing right of 
indemnification shall not be exclusive of any other rights of indemnification 
to which such persons may be entitled under the Company's Articles of 
Incorporation or Bylaws, as a matter of law, or otherwise, or any power than 
the Company may have to indemnify them or hold them harmless.

SECTION 19. AMENDMENT AND TERMINATION

        Unless this Plan shall theretofore have been terminated as hereinafter 
provided, no Options may be granted after December 19, 2006. The Board of 
Director may terminate this Plan or modify or amend this Plan in such respect 
as it shall deem advisable, provided, however, that the Board of Directors may 
not without prior approval by the Company's shareholders:

       (a)      Increase the aggregate number of shares of Common Stock as to 
which Options may be granted under the Plan except as
provided in Section 13, above; or

     (b)      Extend the period during which Options may be granted.

SECTION 20. APPLICABILITY OF PLAN TO OTHER OUTSTANDING STOCK OPTIONS

        This Plan shall not affect the terms and conditions of any other 
statutory or nonstatutory stock options heretofore granted to any employee of 
the Company or its Subsidiaries or to any other person under any other plan 
relating to statutory or nonstatutory stock options, nor shall it affect any 
of the rights of any employee to whom such a statutory or nonstatutory stock 
option was granted.

SECTION 21. EFFECTIVE DATE OF PLAN

     The plan shall become effective as of December 20, 1996.