<PAGE>

As filed with the Securities and Exchange Commission on January 29, 2001
                                                      Registration No. 333-_____

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               _________________

                           WORLDQUEST NETWORKS, INC.
            (Exact name of registrant as specified in its charter)
          Delaware                                        75-2838415
                                                          ----------
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)
                               _________________

                             16990 Dallas Parkway
                                   Suite 220
                              Dallas, Texas 75248
                   (Address of principal executive offices)
                               _________________

                            2001 STOCK OPTION PLAN
                           (Full title of the plan)
                               _________________

                               B. Michael Alder
                             Chairman of the Board
                             16990 Dallas Parkway
                                   Suite 220
                              Dallas, Texas 75248
                    (Name and address of agent for service)

                                 (972)818-0460
         (Telephone number, including area code, of agent for service)

                                With copies to:

                              Mike Parsons, Esq.
                        Glast, Phillips & Murray, P.C.
                          13355 Noel Road, Suite 2200
                              Dallas, Texas 75240
                                 (972)419-8300

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             Proposed Maximum         Proposed Maximum
  Title of Securities    Amount to be         Offering Price         Aggregate Offering          Amount of
    to be Registered     Registered(1)         per Share(2)             Price (1)(2)        Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                      <C>                     <C>
Common Stock, $.01            500,000             $2.5313               $1,265,650                 $317
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate number of additional shares that may be issuable in
     connection with share splits, share dividends or similar transactions.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the
     high and low prices for the Company's common stock as reported within five
     business days prior to the date of this filing.

                                       1
<PAGE>

                                 PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         -----------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         ------------------------------------------------------------

*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").  Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

                                       2
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents previously filed by WorldQuest Networks, Inc. (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999 (the "Annual Report") filed by the Company (SEC File
          No. 0-27751) under the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), with the Commission on March 29, 2000.

     (b)  The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended March 31, 2000 filed by the Company under the Exchange Act with
          the Commission on May 15, 2000.

     (c)  The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended June 30, 2000 filed by the Company under the Exchange Act with
          the Commission on August 14, 2000.

     (d)  The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended September 30, 2000 filed by the Company under the Exchange Act
          with the Commission on November 14, 2000.

     (e)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the Annual
          Report referred to in (a) above.

     (f)  The description of the Company's Common Stock set forth under the
          caption "Description of Capital Stock" in the Company's Registration
          Statement on Form SB-2 (File No. 333-93019), filed with the Commission
          on December 17, 1999, as amended from time to time and in the
          Prospectus included in such Registration Statement.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

     Two members of Glast, Phillips & Murray, P.C. have options to acquire an
aggregate of 10,000 shares of Common Stock at an exercise price equal to $13.00
per share.

                                       3
<PAGE>

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

     Section 145 of the Delaware General Corporation Law (the "Delaware Law")
provides broad authority  for indemnification  of directors and officers.  The
Certificate of Incorporation and Bylaws of the Company provide for
indemnification of its officers and directors to the fullest extent permitted by
the Delaware Law.

     As permitted by Section 102(b)(7) of the Delaware Law, the Company's
Certificate of Incorporation provides that a director shall not be liable for
monetary damages for breach of his fiduciary duty as a director except in
certain limited circumstances.

     The Company also maintains officers' and directors' liability insurance
which provides insurance coverage for covered liabilities that may be imposed
upon officers or directors under various circumstances.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

     Not Applicable.

Item 8.  Exhibits.
         --------

     See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.  Undertakings.
         -------------

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement
               to: (i) include any prospectus required by Section 10(a)(3) of
               the Securities Act; (ii) reflect in the prospectus any facts or
               events arising after the effective date of the Registration
               Statement which, individually or in the aggregate, represent a
               fundamental change in the information set forth in the
               Registration Statement; and notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of a prospectus filed with the Commission pursuant to Rule
               424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration" table in the effective registration statement; and
               (iii) include any additional or changed 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
               provisions (i) and (ii) of this undertaking are inapplicable if
               the information to be filed thereunder is contained in periodic
               reports filed by the Company pursuant to the Exchange Act that
               are incorporated by reference into the 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 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 post-effective amendment
               any of the securities being registered which remains unsold at
               the termination of the offering.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          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 Company of expenses incurred or

                                       4
<PAGE>

          paid by a director, officer or controlling person of the Company 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 Company 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 is against public policy as expressed in the
          Securities Act and will be governed by the final adjudication of such
          issue.

     (c)  The Company hereby undertakes that, for purposes of determining any
          liability under the Securities Act, each filing of the Company's
          annual report pursuant to Section 13(a) or 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 in this Registration Statement shall be
          deemed to be a new Registration Statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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  Dallas, State of  Texas, on January 25, 2001.

                                    WORLDQUEST NETWORKS, INC.

                                    By:     /s/ B. Michael Alder
                                       -----------------------------------------
                                            B. Michael Adler, Chairman of the
                                            Board and Chief Executive Officer


                               POWER OF ATTORNEY

     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.  Each person whose signature to the
Registration Statement appears below hereby appoints B. Michael Adler and
Michael R. Lanham, or either one of them, as such person's attorney-in-fact with
full power to act alone, with full power of substitution or resubstitution, for
such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or appropriate

<TABLE>
<CAPTION>

          Name              Office                       Date
          ----              ------                       ----
<S>                         <C>                         <C>

 /s/ B. Michael Adler       Chief Executive Officer     January 25, 2001
------------------------
B. Michael Adler            and Director (Principal
                            Executive Officer)

 /s/ Michael R. Lanham      Director                    January 25, 2001
------------------------
Michael R. Lanham


 /s/ Elizabeth H. Buchler   Director                    January 25, 2001
-------------------------
Elizabeth H. Buchler

 /s/ E. Denton Jones        Director                    January 25, 2001
-------------------------
E. Denton Jones


 /s/ Nabil N. El-Hage       Director                    January 25, 2001
-------------------------
Nabil N. El-Hage


 /s/ Robert A. Farmer       Director                    January 25, 2001
-------------------------
Robert A. Farmer


 /s/ Mark C. Levy           Chief Financial Officer     January 25, 2001
-------------------------
Mark C. Levy                (Principal Financial and
                            Accounting Officer)
</TABLE>

                                       6
<PAGE>

                           WORLDQUEST NETWORKS, INC.

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT


Exhibit
Number    Description of Exhibits
------    -----------------------

4.1       Specimen common stock certificate, filed as Exhibit 4.1 to the
          Company's Form SB-2 Registration Statement, File No. 333-82721 (the
          "Prior Registration Statement), and incorporated herein by this
          reference.
4.2       Amended and Restated Note dated May 5, 1999 payable to WorldQuest
          Networks, LLC (now known as Eagle Venture Capital, LLC), filed as
          Exhibit 4.2 to the Prior Registration Statement, and incorporated
          herein by this reference.
4.3.1     Representatives' Warrant dated February 4, 2000 granted to John G.
          Kinnard and Company Incorporated for 68,750 shares of common stock,
          filed as Exhibit 4.3.1 to the Company's Annual Report on Form 10-KSB
          for the fiscal year ended December 31, 1999, and incorporated herein
          by reference.
4.3.2     Representatives' Warrant dated February 4, 2000 granted to Kaufman
          Bros., L.P. for 178,750 shares of common stock filed as Exhibit 4.3.2
          to the Company's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1999, and incorporated herein by reference.
4.3.3     Representatives' Warrant dated February 4, 2000 granted to WestPark
          Capital, Inc. for 27,500 shares of common stock filed as Exhibit 4.3.3
          to the Company's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1999, and incorporated herein by reference.
4.4       Amended and Restated Note date August 15, 1999 payable to Eagle
          Capital Venture, LLC, which replaces the Amended and Restated Note
          filed as Exhibit 4.2, filed as Exhibit 4.4 to the Prior Registration
          Statement, and incorporated herein by this reference.
4.5       Form of Unsecured Subordinated Convertible Promissory Note issued in
          the private placement closed in December 1999 (the "Private
          Placement"), filed as Exhibit 4.5 to the Company's Form SB-2
          Registration Statement, File No. 333-93019 (the "Second Registration
          Statement"), and incorporated herein by this reference.
4.6       Form of Warrant issued in the Private Placement, filed as Exhibit 4.6
          to the Second Registration Statement, and incorporated herein by this
          reference.
4.7       Amended 1997 Stock Option Plan, filed as Exhibit 10.2 to the Prior
          Registration Statement, and incorporated herein by this reference.
*4.8      2001 Stock Option Plan.
*5.1      Opinion of Glast, Phillips & Murray, a Professional Corporation.
*23.1     Consent of Ernst & Young LLP.
23.2      Consent of Glast, Phillips & Murray, P.C. (contained in Exhibit 5.1).
24.1      Power of Attorney (included on signature page of Registration
          Statement).

_______________________
* Filed herewith.

                                       7
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{"company-data": {"conformed-name": "WORLDQUEST NETWORKS INC", "cik": "0001089932", "assigned-sic": "7389", "irs-number": "752673785", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54498", "film-number": "1517448"}, "business-address": {"street1": "16990 DALLAS PARKWAY", "street2": "SUITE 220", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "9728180460"}, "mail-address": {"street1": "16990 DALLAS PARKWAY", "street2": "SUITE 220", "city": "DALLAS", "state": "TX", "zip": "75248"}}
As filed with the Securities and Exchange Commission on January 29, 2001
                                                      Registration No. 333-_____

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               _________________

                           WORLDQUEST NETWORKS, INC.
            (Exact name of registrant as specified in its charter)
          Delaware                                        75-2838415
                                                          ----------
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)
                               _________________

                             16990 Dallas Parkway
                                   Suite 220
                              Dallas, Texas 75248
                   (Address of principal executive offices)
                               _________________

                            2001 STOCK OPTION PLAN
                           (Full title of the plan)
                               _________________

                               B. Michael Alder
                             Chairman of the Board
                             16990 Dallas Parkway
                                   Suite 220
                              Dallas, Texas 75248
                    (Name and address of agent for service)

                                 (972)818-0460
         (Telephone number, including area code, of agent for service)

                                With copies to:

                              Mike Parsons, Esq.
                        Glast, Phillips & Murray, P.C.
                          13355 Noel Road, Suite 2200
                              Dallas, Texas 75240
                                 (972)419-8300

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Maximum         Proposed Maximum
  Title of Securities    Amount to be         Offering Price         Aggregate Offering          Amount of
    to be Registered     Registered(1)         per Share(2)             Price (1)(2)        Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01            500,000             $2.5313               $1,265,650                 $317
-----------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate number of additional shares that may be issuable in
     connection with share splits, share dividends or similar transactions.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the
     high and low prices for the Company's common stock as reported within five
     business days prior to the date of this filing.

                                       1
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         -----------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         ------------------------------------------------------------

*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").  Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

                                       2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents previously filed by WorldQuest Networks, Inc. (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999 (the "Annual Report") filed by the Company (SEC File
          No. 0-27751) under the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), with the Commission on March 29, 2000.

     (b)  The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended March 31, 2000 filed by the Company under the Exchange Act with
          the Commission on May 15, 2000.

     (c)  The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended June 30, 2000 filed by the Company under the Exchange Act with
          the Commission on August 14, 2000.

     (d)  The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended September 30, 2000 filed by the Company under the Exchange Act
          with the Commission on November 14, 2000.

     (e)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the Annual
          Report referred to in (a) above.

     (f)  The description of the Company's Common Stock set forth under the
          caption "Description of Capital Stock" in the Company's Registration
          Statement on Form SB-2 (File No. 333-93019), filed with the Commission
          on December 17, 1999, as amended from time to time and in the
          Prospectus included in such Registration Statement.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

     Two members of Glast, Phillips & Murray, P.C. have options to acquire an
aggregate of 10,000 shares of Common Stock at an exercise price equal to $13.00
per share.

                                       3
Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

     Section 145 of the Delaware General Corporation Law (the "Delaware Law")
provides broad authority  for indemnification  of directors and officers.  The
Certificate of Incorporation and Bylaws of the Company provide for
indemnification of its officers and directors to the fullest extent permitted by
the Delaware Law.

     As permitted by Section 102(b)(7) of the Delaware Law, the Company's
Certificate of Incorporation provides that a director shall not be liable for
monetary damages for breach of his fiduciary duty as a director except in
certain limited circumstances.

     The Company also maintains officers' and directors' liability insurance
which provides insurance coverage for covered liabilities that may be imposed
upon officers or directors under various circumstances.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

     Not Applicable.

Item 8.  Exhibits.
         --------

     See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.  Undertakings.
         -------------

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement
               to: (i) include any prospectus required by Section 10(a)(3) of
               the Securities Act; (ii) reflect in the prospectus any facts or
               events arising after the effective date of the Registration
               Statement which, individually or in the aggregate, represent a
               fundamental change in the information set forth in the
               Registration Statement; and notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of a prospectus filed with the Commission pursuant to Rule
               424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration" table in the effective registration statement; and
               (iii) include any additional or changed 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
               provisions (i) and (ii) of this undertaking are inapplicable if
               the information to be filed thereunder is contained in periodic
               reports filed by the Company pursuant to the Exchange Act that
               are incorporated by reference into the 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 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 post-effective amendment
               any of the securities being registered which remains unsold at
               the termination of the offering.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          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 Company of expenses incurred or

                                       4
paid by a director, officer or controlling person of the Company 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 Company 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 is against public policy as expressed in the
          Securities Act and will be governed by the final adjudication of such
          issue.

     (c)  The Company hereby undertakes that, for purposes of determining any
          liability under the Securities Act, each filing of the Company's
          annual report pursuant to Section 13(a) or 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 in this Registration Statement shall be
          deemed to be a new Registration Statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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  Dallas, State of  Texas, on January 25, 2001.

                                    WORLDQUEST NETWORKS, INC.

                                    By:     /s/ B. Michael Alder
                                       -----------------------------------------
                                            B. Michael Adler, Chairman of the
                                            Board and Chief Executive Officer

                               POWER OF ATTORNEY

     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.  Each person whose signature to the
Registration Statement appears below hereby appoints B. Michael Adler and
Michael R. Lanham, or either one of them, as such person's attorney-in-fact with
full power to act alone, with full power of substitution or resubstitution, for
such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or appropriate
Name              Office                       Date
          ----              ------                       ----
/s/ B. Michael Adler       Chief Executive Officer     January 25, 2001
------------------------
B. Michael Adler            and Director (Principal
                            Executive Officer)

 /s/ Michael R. Lanham      Director                    January 25, 2001
------------------------
Michael R. Lanham

 /s/ Elizabeth H. Buchler   Director                    January 25, 2001
-------------------------
Elizabeth H. Buchler

 /s/ E. Denton Jones        Director                    January 25, 2001
-------------------------
E. Denton Jones

 /s/ Nabil N. El-Hage       Director                    January 25, 2001
-------------------------
Nabil N. El-Hage

 /s/ Robert A. Farmer       Director                    January 25, 2001
-------------------------
Robert A. Farmer

 /s/ Mark C. Levy           Chief Financial Officer     January 25, 2001
-------------------------
Mark C. Levy                (Principal Financial and
                            Accounting Officer)
6
WORLDQUEST NETWORKS, INC.

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT

Exhibit
Number    Description of Exhibits
------    -----------------------

4.1       Specimen common stock certificate, filed as Exhibit 4.1 to the
          Company's Form SB-2 Registration Statement, File No. 333-82721 (the
          "Prior Registration Statement), and incorporated herein by this
          reference.
4.2       Amended and Restated Note dated May 5, 1999 payable to WorldQuest
          Networks, LLC (now known as Eagle Venture Capital, LLC), filed as
          Exhibit 4.2 to the Prior Registration Statement, and incorporated
          herein by this reference.
4.3.1     Representatives' Warrant dated February 4, 2000 granted to John G.
          Kinnard and Company Incorporated for 68,750 shares of common stock,
          filed as Exhibit 4.3.1 to the Company's Annual Report on Form 10-KSB
          for the fiscal year ended December 31, 1999, and incorporated herein
          by reference.
4.3.2     Representatives' Warrant dated February 4, 2000 granted to Kaufman
          Bros., L.P. for 178,750 shares of common stock filed as Exhibit 4.3.2
          to the Company's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1999, and incorporated herein by reference.
4.3.3     Representatives' Warrant dated February 4, 2000 granted to WestPark
          Capital, Inc. for 27,500 shares of common stock filed as Exhibit 4.3.3
          to the Company's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1999, and incorporated herein by reference.
4.4       Amended and Restated Note date August 15, 1999 payable to Eagle
          Capital Venture, LLC, which replaces the Amended and Restated Note
          filed as Exhibit 4.2, filed as Exhibit 4.4 to the Prior Registration
          Statement, and incorporated herein by this reference.
4.5       Form of Unsecured Subordinated Convertible Promissory Note issued in
          the private placement closed in December 1999 (the "Private
          Placement"), filed as Exhibit 4.5 to the Company's Form SB-2
          Registration Statement, File No. 333-93019 (the "Second Registration
          Statement"), and incorporated herein by this reference.
4.6       Form of Warrant issued in the Private Placement, filed as Exhibit 4.6
          to the Second Registration Statement, and incorporated herein by this
          reference.
4.7       Amended 1997 Stock Option Plan, filed as Exhibit 10.2 to the Prior
          Registration Statement, and incorporated herein by this reference.
*4.8      2001 Stock Option Plan.
*5.1      Opinion of Glast, Phillips & Murray, a Professional Corporation.
*23.1     Consent of Ernst & Young LLP.
23.2      Consent of Glast, Phillips & Murray, P.C. (contained in Exhibit 5.1).
24.1      Power of Attorney (included on signature page of Registration
          Statement).

_______________________
* Filed herewith.

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