As filed with the Securities and Exchange Commission on May 12, 2000
                                                  Registration No. 33- ________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                       77-0096608
  --------------------------                  --------------------------------
   (State or Incorporation)                 (I.R.S. Employer Identification No.)

                        5380 North Sterling Center Drive
                           Westlake, California 91361
             (Address of principal executive offices and zip codes)


                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION

                              (Full title of the plan)
                              ------------------------
                                                              Copy To:
           Marvin Mears, President                    Mark J. Richardson, Esq.
Environmental Products & Technologies Corporation     Richardson & Associates
       5380 North Sterling Center Drive            1299 Ocean Avenue, Suite 900
          Westlake, California 91361              Santa Monica, California 90401

                (818) 865-2205                             (310) 393-9992
         (Name, address and telephone
          number of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=================================================================================================================


                                                                Proposed          Proposed

        Title of Each Class                                     Maximum            Maximum          Amount of
           of Securities                  Amount to be       Offering Price       Aggregate        Registration
          to be Registered                 Registered          Per Share       Offering Price          Fee
------------------------------------- --------------------- ----------------- ------------------ -----------------
<S>                                      <C>                    <C>             <C>                  <C>
Common Stock, $.01 par value             492,728 shares         $1.10(1)        $542,000.80          $ 143.09
------------------------------------- --------------------- ----------------- ------------------ -----------------
     Total                               492,728 shares         $1.10(1)        $542,000.80          $ 143.09
==================================================================================================================
</TABLE>

(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule  457(c) and (h) and based upon the last sale price of
         the  Company's  Common  Stock on May 10,  2000 as  reported  on the OTC
         Bulletin Board.

         This Form S-8 consists of 41 pages,  including  exhibits.  The index to
exhibits is set forth on page 8.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Environmental   Products  &  Technologies   Corporation   (the
"Company"  or  "Registrant")  incorporates  by  reference  in this  Registration
Statement the following documents:

                  (a)      The Registrant's Annual Report on Form 10-KSB for the
                           fiscal year ended September 30, 1999.

                  (b)      The Registrant's quarterly report on  Form 10-QSB for
                           the quarter ended December 31, 1999.

                  (c)      All other reports filed by the Registrant pursuant to
                           Section 13(a) or 15(d) of the Securities Exchange Act
                           of 1934,  as  amended  (the  "Exchange  Act"),  since
                           December 31, 1997.

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

ITEM 4. DESCRIPTION OF SECURITIES.

                  General.  The authorized capital stock of the Company consists
of 20,000,000  shares of Common Stock,  par value $.01 per share, and 20,000,000
shares of  Preferred  Stock,  par value $.01 per  share.  At May 10,  2000,  the
Company had 8,905,597  shares of Common Stock issued and  outstanding  and 2,000
shares of Series A Convertible Preferred Stock issued and outstanding.

                  Common Stock. All outstanding  shares of Common Stock are, and
the  shares  to be  issued  as  contemplated  herein  will  be,  fully  paid and
nonassessable.  As a class, holders of the Common Stock are entitled to one vote
per share in all matters to be voted upon by the stockholders. Holders of Common
Stock are not entitled to cumulative  voting rights with respect to the election
of  directors.  Holders of Common Stock are  entitled to receive such  dividends
when and as declared by the Board of Directors out of the surplus or net profits
of the Company legally available therefor,  equally, on a share for share basis.
The Company does not  anticipate  paying  dividends  in the near future.  In the
event of a liquidation, dissolution or winding-up of the Company, the holders of
Common Stock are entitled to share equally,  on a share for share basis,  in all
assets remaining after payment of liabilities, subject to the prior distribution
rights of any other  classes or series of capital  stock then  outstanding.  The
Common Stock has no preemptive rights and is neither redeemable nor convertible,
and there are no sinking  fund  provisions.  As of May 10, 2000,  the  Company's
8,905,597  shares of Common Stock  outstanding  were held by 989 stockholders of
record.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  The  validity of the  issuance  of the shares of Common  Stock
covered by this  Prospectus  will be passed upon for the Company by Richardson &
Associates,  counsel to the Company, 1299 Ocean Avenue, Suite 900, Santa Monica,
California, 90401. In consideration for legal work being performed by Richardson
& Associates for EPTC, EPTC has issued 20,000 shares of its Common Stock to Mark
J. Richardson, Esq., which are covered by this Registration Statement.

                                       2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Delaware General Corporation Law and EPTC's Bylaws provide
that a  director  of  EPTC  will  have  no  personal  liability  to  EPTC or its
shareholders  for monetary  damages for breach of  fiduciary  duty as a director
except  (i) for acts or  omissions  that  involve  intentional  misconduct  or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director believes to be contrary to the best interests of the corporation or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its  shareholders in  circumstances in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a  risk  of  serious  injury  to  the
corporation or its  shareholders,  (v) for acts or omissions that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders,  or (vi) for an unlawful  dividend,
distribution,  stock  repurchase or redemption.  This provision  would generally
absolve  directors of personal  liability for  negligence in the  performance of
duties, including gross negligence.

                  EPTC's Bylaws and the Delaware General Corporation Law contain
comprehensive  provisions for indemnification of directors,  officers and agents
of Delaware corporations against expenses,  judgments,  fines and settlements in
connection with litigation.  EPTC has a policy of providing  indemnification for
its  executive  officers,  directors and members of its  committees,  within the
scope  of  the  Delaware   General   Corporation   Law.  We  have  entered  into
indemnification agreements with our executive officers,  directors and committee
members.  Under the  Delaware  General  Corporation  Law,  other  than an action
brought by or in the right of EPTC, such  indemnification  is available if it is
determined that the proposed  indemnitee  acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the best  interests of EPTC and,
with respect to any criminal  action or proceeding,  has no reasonable  cause to
believe his conduct was unlawful. In actions brought by or in the right of EPTC,
such indemnification is limited to expenses (including attorneys' fees) actually
and reasonably incurred if the indemnitee acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the best  interests of EPTC.  No
indemnification  may be made,  however, in respect of any claim, issue or matter
as to which such  person is adjudged to be liable to EPTC unless and only to the
extent that the court in which the action was brought determines that in view of
all the circumstances of the case, the person is fairly and reasonably  entitled
to indemnity for such expenses as the court deems proper. To the extent that the
proposed  indemnitee  has been  successful  in  defense of any  action,  suit or
proceeding,  he must be indemnified against expenses (including attorneys' fees)
actually and reasonably  incurred by him in connection  with the action.  EPTC's
Articles of  Incorporation,  as  amended,  provide  for  indemnification  of the
directors  and  officers  of EPTC  against  liabilities  to the  maximum  extent
provided by Delaware law.

                  EPTC  maintains  insurance to protect  officers and  directors
from  certain  liabilities,   including  liabilities  against  which  we  cannot
indemnify our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  The shares of Common  Stock  which will be issued  pursuant to
this registration  statement will be issued pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 8.  EXHIBITS.

        4.1    Articles of Incorporation of the Registrant, as amended.(1)

        4.2    Bylaws of the Registrant.(1)

        5.1    Opinion of Richardson & Associates  as to the  legality   of  the
               securities being registered.

                                       3
<PAGE>

        10.1   Settlement Agreement and Mutual General Release  By  and  Between
               Marvin Mears, Morris Lerner, John Bird,Derek Bird and David Bird.

        10.2.  Agreement and Mutual Release By and  Between  EPTC  and  Lifeline
               Enterprises, LLC.

        23.1   Consent of  Richardson &  Associates(included  as part of Exhibit
               5.1).

        23.2   Consent of Singer, Lewak, Greenbaum & Goldstein, LLC, Independent
               Certified Public Accountants.

        23.3   Consent  of  Bruce  T.  Andersen,  Independent  Certified  Public
               Accountant

        24.1   Power of Attorney (contained on page 5 hereof).

        99.1   Reoffer Prospectus, dated May 12, 2000.
------------------------------------------------------
(1)  Incorporated  by reference  from the exhibits  included  with the Company's
     Registration Statement (No. 333-53397) on Form SB-2 A filed with the SEC on
     September 17, 1998.

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;

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

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  Registration
                                    Statement  or any  material  change  to such
                                    information in this Registration Statement;

                  Provided,  however,  that paragraphs (i) and (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 15(d) of the Exchange Act that
         are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         herein,  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.

                                       4
<PAGE>

                  B. The undersigned  Registrant hereby undertakes that, for the
purposes of determining  any liability  under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration  statement  relating to the securities offered herein and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

<PAGE>

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Marvin  Mears,  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
or 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,  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 that said attorney-in-fact and agent or the substitute or substitutes
of him, may lawfully do or cause to be done by virtue hereof.

                                       5
<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  his
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Los Angeles, State of California on the 10th day
of May 2000.

                               ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION

                               By: /s/ Marvin Mears
                               -----------------------
                               Marvin Mears, President

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>

    Signature                           Title                                         Date
<S>                               <C>                                             <C>

/s/ Marvin Mears                  President and Director  (Chief Executive        May 10, 2000
----------------                  Officer)
    Marvin Mears





/s/ Joel G. Wadman                Secretary (Chief Financial Officer)             May 10, 2000
------------------
    Joel G. Wadman

</TABLE>

                                       6
<PAGE>


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000


                                               REGISTRATION NO. 33-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION

                                 EXHIBIT VOLUME

                                     TO THE

                             REGISTRATION STATEMENT

================================================================================




                                       7
<PAGE>


                         INDEX TO THE EXHIBIT VOLUME TO
                       REGISTRATION STATEMENT ON FORM S-8

              4.1     Articles of Incorporation of the Registrant,as amended.(1)

              4.2     Bylaws of the Registrant.(1)

              5.1     Opinion of  Richardson & Associates  as to the legality of
                      the securities being registered.

             10.1     Settlement  Agreement  and Mutual  General  Release By and
                      Between EPTC,  Marvin  Mears,  Morris  Lerner,  John Bird,
                      Derek Bird and David Bird

             10.2     Agreement  and  Mutual  Release  By and  Between  EPTC and
                      Lifeline Enterprises, LLC

             23.1     Consent of  Richardson &  Associates  (included as part of
                      Exhibit 5.1).

             23.2     Consent of Singer,  Lewak,  Greenbaum  &  Goldstein,  LLP,
                      Independent Certified Public Accountants.

             23.3     Consent of Bruce T. Andersen, Independent Certified Public
                      Accountant

              24.1    Power of Attorney.

              99.1    Reoffer Prospectus, dated May 12, 2000.

-----------------------------------------------------------------
(1) Incorporated  by  reference  from the  exhibits  included  in the  Company's
    Registration  Statement (No. 333-53397) on Form SB-2/A filed with the SEC on
    September 17, 1998.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21867}]
{"company-data": {"conformed-name": "ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORP", "cik": "0001021710", "assigned-sic": "3443", "irs-number": "770096608", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37026", "film-number": "631221"}, "business-address": {"street1": "5380 NORTH STERLING CENTER DR", "street2": "919-633-0392", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8188652205"}, "mail-address": {"street1": "5380 NORTH STERLING CENTER DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}}
As filed with the Securities and Exchange Commission on May 12, 2000
                                                  Registration No. 33- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                       77-0096608
  --------------------------                  --------------------------------
   (State or Incorporation)                 (I.R.S. Employer Identification No.)

                        5380 North Sterling Center Drive
                           Westlake, California 91361
             (Address of principal executive offices and zip codes)

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION

                              (Full title of the plan)
                              ------------------------
                                                              Copy To:
           Marvin Mears, President                    Mark J. Richardson, Esq.
Environmental Products & Technologies Corporation     Richardson & Associates
       5380 North Sterling Center Drive            1299 Ocean Avenue, Suite 900
          Westlake, California 91361              Santa Monica, California 90401

                (818) 865-2205                             (310) 393-9992
         (Name, address and telephone
          number of agent for service)
CALCULATION OF REGISTRATION FEE

=================================================================================================================

                                                                Proposed          Proposed

        Title of Each Class                                     Maximum            Maximum          Amount of
           of Securities                  Amount to be       Offering Price       Aggregate        Registration
          to be Registered                 Registered          Per Share       Offering Price          Fee
------------------------------------- --------------------- ----------------- ------------------ -----------------
Common Stock, $.01 par value             492,728 shares         $1.10(1)        $542,000.80          $ 143.09
------------------------------------- --------------------- ----------------- ------------------ -----------------
     Total                               492,728 shares         $1.10(1)        $542,000.80          $ 143.09
==================================================================================================================
(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule  457(c) and (h) and based upon the last sale price of
         the  Company's  Common  Stock on May 10,  2000 as  reported  on the OTC
         Bulletin Board.

         This Form S-8 consists of 41 pages,  including  exhibits.  The index to
exhibits is set forth on page 8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Environmental   Products  &  Technologies   Corporation   (the
"Company"  or  "Registrant")  incorporates  by  reference  in this  Registration
Statement the following documents:

                  (a)      The Registrant's Annual Report on Form 10-KSB for the
                           fiscal year ended September 30, 1999.

                  (b)      The Registrant's quarterly report on  Form 10-QSB for
                           the quarter ended December 31, 1999.

                  (c)      All other reports filed by the Registrant pursuant to
                           Section 13(a) or 15(d) of the Securities Exchange Act
                           of 1934,  as  amended  (the  "Exchange  Act"),  since
                           December 31, 1997.

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

ITEM 4. DESCRIPTION OF SECURITIES.

                  General.  The authorized capital stock of the Company consists
of 20,000,000  shares of Common Stock,  par value $.01 per share, and 20,000,000
shares of  Preferred  Stock,  par value $.01 per  share.  At May 10,  2000,  the
Company had 8,905,597  shares of Common Stock issued and  outstanding  and 2,000
shares of Series A Convertible Preferred Stock issued and outstanding.

                  Common Stock. All outstanding  shares of Common Stock are, and
the  shares  to be  issued  as  contemplated  herein  will  be,  fully  paid and
nonassessable.  As a class, holders of the Common Stock are entitled to one vote
per share in all matters to be voted upon by the stockholders. Holders of Common
Stock are not entitled to cumulative  voting rights with respect to the election
of  directors.  Holders of Common Stock are  entitled to receive such  dividends
when and as declared by the Board of Directors out of the surplus or net profits
of the Company legally available therefor,  equally, on a share for share basis.
The Company does not  anticipate  paying  dividends  in the near future.  In the
event of a liquidation, dissolution or winding-up of the Company, the holders of
Common Stock are entitled to share equally,  on a share for share basis,  in all
assets remaining after payment of liabilities, subject to the prior distribution
rights of any other  classes or series of capital  stock then  outstanding.  The
Common Stock has no preemptive rights and is neither redeemable nor convertible,
and there are no sinking  fund  provisions.  As of May 10, 2000,  the  Company's
8,905,597  shares of Common Stock  outstanding  were held by 989 stockholders of
record.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  The  validity of the  issuance  of the shares of Common  Stock
covered by this  Prospectus  will be passed upon for the Company by Richardson &
Associates,  counsel to the Company, 1299 Ocean Avenue, Suite 900, Santa Monica,
California, 90401. In consideration for legal work being performed by Richardson
& Associates for EPTC, EPTC has issued 20,000 shares of its Common Stock to Mark
J. Richardson, Esq., which are covered by this Registration Statement.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Delaware General Corporation Law and EPTC's Bylaws provide
that a  director  of  EPTC  will  have  no  personal  liability  to  EPTC or its
shareholders  for monetary  damages for breach of  fiduciary  duty as a director
except  (i) for acts or  omissions  that  involve  intentional  misconduct  or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director believes to be contrary to the best interests of the corporation or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its  shareholders in  circumstances in
which the director was aware,  or should have been aware, in the ordinary course
of  performing  a  director's  duties,  of a  risk  of  serious  injury  to  the
corporation or its  shareholders,  (v) for acts or omissions that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders,  or (vi) for an unlawful  dividend,
distribution,  stock  repurchase or redemption.  This provision  would generally
absolve  directors of personal  liability for  negligence in the  performance of
duties, including gross negligence.

                  EPTC's Bylaws and the Delaware General Corporation Law contain
comprehensive  provisions for indemnification of directors,  officers and agents
of Delaware corporations against expenses,  judgments,  fines and settlements in
connection with litigation.  EPTC has a policy of providing  indemnification for
its  executive  officers,  directors and members of its  committees,  within the
scope  of  the  Delaware   General   Corporation   Law.  We  have  entered  into
indemnification agreements with our executive officers,  directors and committee
members.  Under the  Delaware  General  Corporation  Law,  other  than an action
brought by or in the right of EPTC, such  indemnification  is available if it is
determined that the proposed  indemnitee  acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the best  interests of EPTC and,
with respect to any criminal  action or proceeding,  has no reasonable  cause to
believe his conduct was unlawful. In actions brought by or in the right of EPTC,
such indemnification is limited to expenses (including attorneys' fees) actually
and reasonably incurred if the indemnitee acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the best  interests of EPTC.  No
indemnification  may be made,  however, in respect of any claim, issue or matter
as to which such  person is adjudged to be liable to EPTC unless and only to the
extent that the court in which the action was brought determines that in view of
all the circumstances of the case, the person is fairly and reasonably  entitled
to indemnity for such expenses as the court deems proper. To the extent that the
proposed  indemnitee  has been  successful  in  defense of any  action,  suit or
proceeding,  he must be indemnified against expenses (including attorneys' fees)
actually and reasonably  incurred by him in connection  with the action.  EPTC's
Articles of  Incorporation,  as  amended,  provide  for  indemnification  of the
directors  and  officers  of EPTC  against  liabilities  to the  maximum  extent
provided by Delaware law.

                  EPTC  maintains  insurance to protect  officers and  directors
from  certain  liabilities,   including  liabilities  against  which  we  cannot
indemnify our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  The shares of Common  Stock  which will be issued  pursuant to
this registration  statement will be issued pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 8.  EXHIBITS.

        4.1    Articles of Incorporation of the Registrant, as amended.(1)

        4.2    Bylaws of the Registrant.(1)

        5.1    Opinion of Richardson & Associates  as to the  legality   of  the
               securities being registered.

                                       3
10.1   Settlement Agreement and Mutual General Release  By  and  Between
               Marvin Mears, Morris Lerner, John Bird,Derek Bird and David Bird.

        10.2.  Agreement and Mutual Release By and  Between  EPTC  and  Lifeline
               Enterprises, LLC.

        23.1   Consent of  Richardson &  Associates(included  as part of Exhibit
               5.1).

        23.2   Consent of Singer, Lewak, Greenbaum & Goldstein, LLC, Independent
               Certified Public Accountants.

        23.3   Consent  of  Bruce  T.  Andersen,  Independent  Certified  Public
               Accountant

        24.1   Power of Attorney (contained on page 5 hereof).

        99.1   Reoffer Prospectus, dated May 12, 2000.
------------------------------------------------------
(1)  Incorporated  by reference  from the exhibits  included  with the Company's
     Registration Statement (No. 333-53397) on Form SB-2 A filed with the SEC on
     September 17, 1998.

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;

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

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  Registration
                                    Statement  or any  material  change  to such
                                    information in this Registration Statement;

                  Provided,  however,  that paragraphs (i) and (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 15(d) of the Exchange Act that
         are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         herein,  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.

                                       4
B. The undersigned  Registrant hereby undertakes that, for the
purposes of determining  any liability  under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration  statement  relating to the securities offered herein 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 may be permitted to directors,  officers,  and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the finial adjudication of such issue.

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Marvin  Mears,  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
or 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,  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 that said attorney-in-fact and agent or the substitute or substitutes
of him, may lawfully do or cause to be done by virtue hereof.

                                       5
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  his
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Los Angeles, State of California on the 10th day
of May 2000.

                               ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION

                               By: /s/ Marvin Mears
                               -----------------------
                               Marvin Mears, President

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                           Title                                         Date
/s/ Marvin Mears                  President and Director  (Chief Executive        May 10, 2000
----------------                  Officer)
    Marvin Mears

/s/ Joel G. Wadman                Secretary (Chief Financial Officer)             May 10, 2000
------------------
    Joel G. Wadman
6
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000

                                               REGISTRATION NO. 33-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION

                                 EXHIBIT VOLUME

                                     TO THE

                             REGISTRATION STATEMENT

================================================================================

                                       7
INDEX TO THE EXHIBIT VOLUME TO
                       REGISTRATION STATEMENT ON FORM S-8

              4.1     Articles of Incorporation of the Registrant,as amended.(1)

              4.2     Bylaws of the Registrant.(1)

              5.1     Opinion of  Richardson & Associates  as to the legality of
                      the securities being registered.

             10.1     Settlement  Agreement  and Mutual  General  Release By and
                      Between EPTC,  Marvin  Mears,  Morris  Lerner,  John Bird,
                      Derek Bird and David Bird

             10.2     Agreement  and  Mutual  Release  By and  Between  EPTC and
                      Lifeline Enterprises, LLC

             23.1     Consent of  Richardson &  Associates  (included as part of
                      Exhibit 5.1).

             23.2     Consent of Singer,  Lewak,  Greenbaum  &  Goldstein,  LLP,
                      Independent Certified Public Accountants.

             23.3     Consent of Bruce T. Andersen, Independent Certified Public
                      Accountant

              24.1    Power of Attorney.

              99.1    Reoffer Prospectus, dated May 12, 2000.

-----------------------------------------------------------------
(1) Incorporated  by  reference  from the  exhibits  included  in the  Company's
    Registration  Statement (No. 333-53397) on Form SB-2/A filed with the SEC on
    September 17, 1998.