content: As filed with the Securities and Exchange Commission on February 14, 2005
                                                  Registration No. 333-___________
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
              ---------------------------------------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                        ------------------------------------
  
                                 SUNSET BRANDS, INC.
               (Exact name of registrant as specified in its charter)
  
              Nevada                                              91-2007330
  (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
  10990 Wilshire Boulevard, Suite 1220
  Los Angeles, California                                            90024
  (Address of Principal Executive Offices)                        (Zip Code)
  
                              2004 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                    Todd Sanders
                        President and Chief Executive Officer
                        10990 Wilshire Boulevard, Suite 1220
                            Los Angeles, California 90024
                                   (310) 478-4600
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       Maximum        Maximum
  Title of          Amount             Offering       Aggregate     Amount of
  Securities to     to be              Price          Offering      Registration
  be Registered     Registered(1)      Per Share(2)   Price(2)      Fee(2)
  
  
  Common Stock,
  $.001 par value   5,000,000 shares   $4.50          $22,500,000   $2,650
  
  (1)      The number of shares being registered is the maximum aggregate number
           of shares presently issuable under the Plan. The registration statement
           also includes an indeterminable number of additional shares that may
           become issuable under the Plan pursuant to anti-dilution provisions.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) based on the average of the bid and asked
           prices of the common stock as reported by the Over-The-Counter Bulletin
           Board on February 10, 2005.
  <PAGE>
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The documents containing the information specified in Part I of Form
  S-8 will be sent or given to participants in the 2004 Stock Incentive Plan as
  specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act"). Such documents are not required to be and are not filed with
  the Securities and Exchange Commission (the "Commission") either as part of this
  registration statement, or as a prospectus or prospectus supplement pursuant to
  Rule 424.
  <PAGE>
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Sunset Brands, Inc., a Nevada
  corporation (the "Company"), with the Securities and Exchange Commission (the
  "Commission") are incorporated by reference into this Registration Statement:
  
           (a) The Company's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 2003 filed with the Commission on March 30, 2004.
  
           (b) The Company's Quarterly Report on Form 10-QSB for the quarterly
  period ended March 31, 2004 filed with the Commission on May 17, 2004.
  
           (c) The Company's Current Report on Form 8-K filed with the Commission
  on August 10, 2004.
  
           (d) The Company's Quarterly Report on Form 10-QSB for the quarterly
  period ended June 30, 2004 filed with the Commission on August 16, 2004.
  
           (e) The Company's Current Report on Form 8-K filed with the Commission
  on October 4, 2004.
  
           (f) The Company's Current Report on Form 8-K filed with the Commission
  on October 5, 2004.
  
           (g) The Company's Current Report on Form 8-K filed with the Commission
  on October 20, 2004.
  
           (h) The Company's Quarterly Report on Form 10-QSB for the quarterly
  period ended September 30, 2004 filed with the Commission on November 16, 2004.
  
           (i) The Company's Current Report on Form 8-K/A filed with the
  Commission on December 21, 2004.
  
           (j) The Company's Current Report on Form 8-K filed with the Commission
  on January 18, 2005.
  
           (k) The Company's Current Report on Form 8-K filed with the Commission
  on January 28, 2005.
  
           (l) The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), together
  with all amendments or reports filed for the purpose of updating such
  description.
  
           (m) All documents filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act 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 Company's Common Stock is registered under Section
  12 of the Exchange Act.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           The legality of the Company's securities being registered will be
  passed upon by Day & Campbell, LLP. Members of the firm of Day & Campbell, LLP
  owned an aggregate of 143,799 shares of the Company's Common Stock as of
  February 1, 2005.
  
                                         2
  <PAGE>
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Articles of Incorporation, as amended (the "Articles"),
  eliminates a director's or officer's personal liability to the Company or its
  stockholders for damages for breach of fiduciary duty as a director or officer
  except for liability for acts or omissions which involve intentional misconduct,
  fraud or a knowing violation of the law, or the unlawful payment of dividends.
  The Articles also provide that the Company's directors shall be indemnified to
  the fullest extent permitted by Nevada law.
  
           The Company's Bylaws provide that the Company shall indemnify the
  currently acting and former directors, officers, employees and agents of the
  Company against expenses, judgments, penalties, fines and amounts paid in
  settlement actually and reasonably incurred by them in connection with any
  action, suit or proceeding if such person acted in good faith and in a manner
  which he reasonably believed to be in or not opposed to the Company's best
  interests, and in the case of any criminal proceeding, that he had no reasonable
  cause to believe his conduct was unlawful. The Company is also obligated to
  advance expenses of officers and directors incurred in defending any such
  action, suit or proceeding before any resolution of the action, suit or
  proceeding.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to our directors and officers pursuant to the foregoing
  provisions, or otherwise, we have 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.
  
           The Company has purchased a policy of directors' and officers'
  liability insurance that insures our directors and officers against the cost of
  defense, settlement or payment of a judgment in some circumstances.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following exhibits are filed as part of the Registration Statement:
  
           EXHIBIT NO.                          DESCRIPTION
           -----------                          -----------
  
           3.1.1           Certificate of Amendment and Restatement of Articles of
                           Incorporation (Filed as Exhibit 4.1 to the Company's
                           Current Report on Form 8-K filed with the Commission on
                           October 4, 2004, and incorporated herein by reference).
  
           3.1.2           Certificate of Amendment to Articles of Incorporation
                           changing the Company's name to Sunset Brands, Inc
                           (Filed as Exhibit 4.2 to the Company's Current Report
                           on Form 8-K filed with the Commission on October 4,
                           2004, and incorporated herein by reference).
  
           3.1.3           Certificate of Amendment to Articles of Incorporation
                           effecting a one for two reverse stock split (Filed as
                           Exhibit 3.1 to the Company's Current Report on Form 8-K
                           filed with the Commission on January 28, 2005, and
                           incorporated herein by reference).
  
           3.2             Bylaws (Filed as Exhibit 3.2 to Amendment No. 1 to the
                           Company's Registration Statement on Form SB-2/A filed
                           with the Commission on April 9, 2001, and incorporated
                           herein by reference).
  
           4.3             2004 Stock Incentive Plan (Filed as Exhibit 99.2 to the
                           Company's Current Report on Form 8-K filed with the
                           Commission on January 18, 2005, and incorporated herein
                           by reference).
  
                                         3
  <PAGE>
           5.1             Opinion (and consent) of Day & Campbell, LLP.
  
           23.1            Consent of Day & Campbell, LLP (included in its opinion
                           filed as Exhibit 5.1).
  
           23.2            Consent of Hansen, Barnett & Maxwell.
  
           23.3            Consent of BDO Seidman, LLP.
  
  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; and
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to that information in the registration statement.
  
                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with the Commission
  by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  
                (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (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 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.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                         4
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Los Angeles, State of California, on February 14,
  2005.
  
                                                 SUNSET BRANDS, INC.
  
                                                 By:  /s/ Todd Sanders
                                                    -----------------------------
                                                      Todd Sanders, President
                                                      and Chief Executive Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         5
  <PAGE>
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints Todd
  Sanders, President and Chief Executive Officer of the Registrant, his true and
  lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this registration statement and to file the same, with all exhibits thereto,
  and other documents in connection therewith, with the Securities and Exchange
  Commission and any other regulatory authority, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done, as fully to all intents
  and purposes as he might or could do in person, hereby ratifying and confirming
  all that said attorney-in-fact and agent, or his substitute may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
        NAME                TITLE                                 DATE
  
     /s / TODD SANDERS      President, Chief Executive Officer  February 14, 2005
  ------------------------  (principal executive officer),
        Todd Sanders        and Director
  
  
     /s/ STEVE RADUSCH      Chief Financial Officer (principal  February 14, 2005
  ------------------------  financial and accounting officer)
        Steve Radusch
  
  
     /s/ LINDA LANGDON      Director                            February 14, 2005
  ------------------------
        Linda Langdon
  
  
     /s/ ROBERT MOORE       Director                            February 14, 2005
  ------------------------
        Robert Moore
  
  
     /s/ ROBERT IVES        Director                            February 14, 2005
  ------------------------
        Robert Ives
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         6
  <PAGE>
                                    EXHIBIT INDEX
  
  
                    EXHIBIT
                    NUMBER                    DESCRIPTION
                    -------                   -----------
  
                    3.1.1        Certificate of Amendment and Restatement of
                                 Articles of Incorporation (Filed as Exhibit 4.1
                                 to the Company's Current Report on Form 8-K filed
                                 with the Commission on October 4, 2004, and
                                 incorporated herein by reference).
  
                    3.1.2        Certificate of Amendment to Articles of
                                 Incorporation changing the Company's name to
                                 Sunset Brands, Inc (Filed as Exhibit 4.2 to the
                                 Company's Current Report on Form 8-K filed with
                                 the Commission on October 4, 2004, and
                                 incorporated herein by reference).
  
                    3.1.3        Certificate of Amendment to Articles of
                                 Incorporation effecting a one for two reverse
                                 stock split (Filed as Exhibit 3.1 to the
                                 Company's Current Report on Form 8-K filed with
                                 the Commission on January 28, 2005, and
                                 incorporated herein by reference).
  
                    3.2          Bylaws (Filed as Exhibit 3.2 to Amendment No. 1
                                 to the Company's Registration Statement on Form
                                 SB-2/A filed with the Commission on April 9,
                                 2001, and incorporated herein by reference).
  
                    4.3          2004 Stock Incentive Plan (Filed as Exhibit 99.2
                                 to the Company's Current Report on Form 8-K filed
                                 with the Commission on January 18, 2005, and
                                 incorporated herein by reference).
  
                    5.1          Opinion (and consent) of Day & Campbell, LLP.
  
                    23.1         Consent of Day & Campbell, LLP (included in its
                                 opinion filed as Exhibit 5.1).
  
                    23.2         Consent of Hansen, Barnett & Maxwell.
  
                    23.3         Consent of BDO Seidman, LLP.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "sbi_s850215.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19687}]
metadata_filer: {"company-data": {"conformed-name": "Sunset Brands Inc", "cik": "0001137149", "assigned-sic": "6770", "irs-number": "912007330", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122808", "film-number": "05611035"}, "business-address": {"street1": "10990 WILSHIRE BLVD.", "street2": "SUITE", "city": "LOS ANGELES", "state": "CA", "zip": "90024", "phone": "(310) 478-4600"}, "mail-address": {"street1": "10990 WILSHIRE BLVD.", "street2": "SUITE", "city": "LOS ANGELES", "state": "CA", "zip": "90024"}, "former-company": [{"former-conformed-name": "CASCADE SLED DOG ADVENTURES INC", "date-changed": "20010618"}, {"former-conformed-name": "NOVANET INTERNATIONAL INC", "date-changed": "20010322"}]}
text: As filed with the Securities and Exchange Commission on February 14, 2005
                                                  Registration No. 333-___________
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
              ---------------------------------------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                        ------------------------------------
  
                                 SUNSET BRANDS, INC.
               (Exact name of registrant as specified in its charter)
  
              Nevada                                              91-2007330
  (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
  10990 Wilshire Boulevard, Suite 1220
  Los Angeles, California                                            90024
  (Address of Principal Executive Offices)                        (Zip Code)
  
                              2004 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                                    Todd Sanders
                        President and Chief Executive Officer
                        10990 Wilshire Boulevard, Suite 1220
                            Los Angeles, California 90024
                                   (310) 478-4600
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       Maximum        Maximum
  Title of          Amount             Offering       Aggregate     Amount of
  Securities to     to be              Price          Offering      Registration
  be Registered     Registered(1)      Per Share(2)   Price(2)      Fee(2)
  
  Common Stock,
  $.001 par value   5,000,000 shares   $4.50          $22,500,000   $2,650
  
  (1)      The number of shares being registered is the maximum aggregate number
           of shares presently issuable under the Plan. The registration statement
           also includes an indeterminable number of additional shares that may
           become issuable under the Plan pursuant to anti-dilution provisions.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) based on the average of the bid and asked
           prices of the common stock as reported by the Over-The-Counter Bulletin
           Board on February 10, 2005.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The documents containing the information specified in Part I of Form
  S-8 will be sent or given to participants in the 2004 Stock Incentive Plan as
  specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act"). Such documents are not required to be and are not filed with
  the Securities and Exchange Commission (the "Commission") either as part of this
  registration statement, or as a prospectus or prospectus supplement pursuant to
  Rule 424.
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Sunset Brands, Inc., a Nevada
  corporation (the "Company"), with the Securities and Exchange Commission (the
  "Commission") are incorporated by reference into this Registration Statement:
  
           (a) The Company's Annual Report on Form 10-KSB for the fiscal year
  ended December 31, 2003 filed with the Commission on March 30, 2004.
  
           (b) The Company's Quarterly Report on Form 10-QSB for the quarterly
  period ended March 31, 2004 filed with the Commission on May 17, 2004.
  
           (c) The Company's Current Report on Form 8-K filed with the Commission
  on August 10, 2004.
  
           (d) The Company's Quarterly Report on Form 10-QSB for the quarterly
  period ended June 30, 2004 filed with the Commission on August 16, 2004.
  
           (e) The Company's Current Report on Form 8-K filed with the Commission
  on October 4, 2004.
  
           (f) The Company's Current Report on Form 8-K filed with the Commission
  on October 5, 2004.
  
           (g) The Company's Current Report on Form 8-K filed with the Commission
  on October 20, 2004.
  
           (h) The Company's Quarterly Report on Form 10-QSB for the quarterly
  period ended September 30, 2004 filed with the Commission on November 16, 2004.
  
           (i) The Company's Current Report on Form 8-K/A filed with the
  Commission on December 21, 2004.
  
           (j) The Company's Current Report on Form 8-K filed with the Commission
  on January 18, 2005.
  
           (k) The Company's Current Report on Form 8-K filed with the Commission
  on January 28, 2005.
  
           (l) The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), together
  with all amendments or reports filed for the purpose of updating such
  description.
  
           (m) All documents filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act 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 Company's Common Stock is registered under Section
  12 of the Exchange Act.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           The legality of the Company's securities being registered will be
  passed upon by Day & Campbell, LLP. Members of the firm of Day & Campbell, LLP
  owned an aggregate of 143,799 shares of the Company's Common Stock as of
  February 1, 2005.
  
                                         2
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Articles of Incorporation, as amended (the "Articles"),
  eliminates a director's or officer's personal liability to the Company or its
  stockholders for damages for breach of fiduciary duty as a director or officer
  except for liability for acts or omissions which involve intentional misconduct,
  fraud or a knowing violation of the law, or the unlawful payment of dividends.
  The Articles also provide that the Company's directors shall be indemnified to
  the fullest extent permitted by Nevada law.
  
           The Company's Bylaws provide that the Company shall indemnify the
  currently acting and former directors, officers, employees and agents of the
  Company against expenses, judgments, penalties, fines and amounts paid in
  settlement actually and reasonably incurred by them in connection with any
  action, suit or proceeding if such person acted in good faith and in a manner
  which he reasonably believed to be in or not opposed to the Company's best
  interests, and in the case of any criminal proceeding, that he had no reasonable
  cause to believe his conduct was unlawful. The Company is also obligated to
  advance expenses of officers and directors incurred in defending any such
  action, suit or proceeding before any resolution of the action, suit or
  proceeding.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to our directors and officers pursuant to the foregoing
  provisions, or otherwise, we have 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.
  
           The Company has purchased a policy of directors' and officers'
  liability insurance that insures our directors and officers against the cost of
  defense, settlement or payment of a judgment in some circumstances.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following exhibits are filed as part of the Registration Statement:
  
           EXHIBIT NO.                          DESCRIPTION
           -----------                          -----------
  
           3.1.1           Certificate of Amendment and Restatement of Articles of
                           Incorporation (Filed as Exhibit 4.1 to the Company's
                           Current Report on Form 8-K filed with the Commission on
                           October 4, 2004, and incorporated herein by reference).
  
           3.1.2           Certificate of Amendment to Articles of Incorporation
                           changing the Company's name to Sunset Brands, Inc
                           (Filed as Exhibit 4.2 to the Company's Current Report
                           on Form 8-K filed with the Commission on October 4,
                           2004, and incorporated herein by reference).
  
           3.1.3           Certificate of Amendment to Articles of Incorporation
                           effecting a one for two reverse stock split (Filed as
                           Exhibit 3.1 to the Company's Current Report on Form 8-K
                           filed with the Commission on January 28, 2005, and
                           incorporated herein by reference).
  
           3.2             Bylaws (Filed as Exhibit 3.2 to Amendment No. 1 to the
                           Company's Registration Statement on Form SB-2/A filed
                           with the Commission on April 9, 2001, and incorporated
                           herein by reference).
  
           4.3             2004 Stock Incentive Plan (Filed as Exhibit 99.2 to the
                           Company's Current Report on Form 8-K filed with the
                           Commission on January 18, 2005, and incorporated herein
                           by reference).
  
                                         3
  5.1             Opinion (and consent) of Day & Campbell, LLP.
  
           23.1            Consent of Day & Campbell, LLP (included in its opinion
                           filed as Exhibit 5.1).
  
           23.2            Consent of Hansen, Barnett & Maxwell.
  
           23.3            Consent of BDO Seidman, LLP.
  
  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; and
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to that information in the registration statement.
  
                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with the Commission
  by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act of 1934 that are incorporated by reference in the registration
  statement.
  
                (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (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 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.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                         4
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Los Angeles, State of California, on February 14,
  2005.
  
                                                 SUNSET BRANDS, INC.
  
                                                 By:  /s/ Todd Sanders
                                                    -----------------------------
                                                      Todd Sanders, President
                                                      and Chief Executive Officer
  
                                         5
  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints Todd
  Sanders, President and Chief Executive Officer of the Registrant, his true and
  lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this registration statement and to file the same, with all exhibits thereto,
  and other documents in connection therewith, with the Securities and Exchange
  Commission and any other regulatory authority, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done, as fully to all intents
  and purposes as he might or could do in person, hereby ratifying and confirming
  all that said attorney-in-fact and agent, or his substitute may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
        NAME                TITLE                                 DATE
  
     /s / TODD SANDERS      President, Chief Executive Officer  February 14, 2005
  ------------------------  (principal executive officer),
        Todd Sanders        and Director
  
     /s/ STEVE RADUSCH      Chief Financial Officer (principal  February 14, 2005
  ------------------------  financial and accounting officer)
        Steve Radusch
  
     /s/ LINDA LANGDON      Director                            February 14, 2005
  ------------------------
        Linda Langdon
  
     /s/ ROBERT MOORE       Director                            February 14, 2005
  ------------------------
        Robert Moore
  
     /s/ ROBERT IVES        Director                            February 14, 2005
  ------------------------
        Robert Ives
  
                                         6
  EXHIBIT INDEX
  
                    EXHIBIT
                    NUMBER                    DESCRIPTION
                    -------                   -----------
  
                    3.1.1        Certificate of Amendment and Restatement of
                                 Articles of Incorporation (Filed as Exhibit 4.1
                                 to the Company's Current Report on Form 8-K filed
                                 with the Commission on October 4, 2004, and
                                 incorporated herein by reference).
  
                    3.1.2        Certificate of Amendment to Articles of
                                 Incorporation changing the Company's name to
                                 Sunset Brands, Inc (Filed as Exhibit 4.2 to the
                                 Company's Current Report on Form 8-K filed with
                                 the Commission on October 4, 2004, and
                                 incorporated herein by reference).
  
                    3.1.3        Certificate of Amendment to Articles of
                                 Incorporation effecting a one for two reverse
                                 stock split (Filed as Exhibit 3.1 to the
                                 Company's Current Report on Form 8-K filed with
                                 the Commission on January 28, 2005, and
                                 incorporated herein by reference).
  
                    3.2          Bylaws (Filed as Exhibit 3.2 to Amendment No. 1
                                 to the Company's Registration Statement on Form
                                 SB-2/A filed with the Commission on April 9,
                                 2001, and incorporated herein by reference).
  
                    4.3          2004 Stock Incentive Plan (Filed as Exhibit 99.2
                                 to the Company's Current Report on Form 8-K filed
                                 with the Commission on January 18, 2005, and
                                 incorporated herein by reference).
  
                    5.1          Opinion (and consent) of Day & Campbell, LLP.
  
                    23.1         Consent of Day & Campbell, LLP (included in its
                                 opinion filed as Exhibit 5.1).
  
                    23.2         Consent of Hansen, Barnett & Maxwell.
  
                    23.3         Consent of BDO Seidman, LLP.