- 1 -

      As filed with the Securities and Exchange Commission on June 9, 2000

                              Registration No.333-

--------------------------------------------------------------------------------


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                          CVF TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>

<S>                                                   <C>
                   Nevada                                                 87-0429335
------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)              (I.R.S. Employer Identification No.)
</TABLE>

           916 Center Street,  Lewiston, New York 14092 (716) 754-7883 (Address,
    including zip code, and telephone number, including area code,

                  of registrant's principal executive offices)
                            ------------------------

                             STOCK OPTION AGREEMENTS

                            (Full title of the plan)
                            -----------------------

                               John J. Zak, Esq.
                 Hodgson, Russ, Andrews, Woods & Goodyear, LLP

                           One M & T Plaza, Suite 2000

                             Buffalo, New York 14203

                                 (716) 843-1253

          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)


<TABLE>

                         Calculation of Registration Fee

<S>                          <C>                         <C>                             <C>

Title of securities to be    Amount to be registered     Aggregate offering price (1)    Amount of registration fee (1)
registered

Common Stock, par            865,000  Shares             $2,615,150                      $690.40
value $.001 per share
===========================  =========================== =============================   ================================


-----------------------------

(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to  Rule  457(h)(1).The  offering  price  per  share  for the
         outstanding  stock options is the exercise prices of such options.  The
         chart below illustrates the calculation of the registration fee:

</TABLE>
<PAGE>

                                      - 2 -

                            Offering Price                          Aggregate
Number of Shares            Per Share                             Offering Price
----------------            --------------                        --------------
    530,000                     $2.88                               $1,526,400
    335,000                     $3.25                               $1,088,750

(Shares  issuable  pursuant to  outstanding  options  granted under Stock Option
Agreements between the Company and each Awardee.  Amounts shown are an aggregate
number.)

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to participants as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     CVF  Technologies   Corporation  (the  "Company")  hereby  incorporates  by
reference into this Registration Statement the following documents:

          (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal year
     ended December 31, 1999;

          (b) All other reports  filed by the Company  pursuant to Section 13(a)
     or 15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange
     Act")  since  the end of the  fiscal  year  covered  by the  Annual  Report
     referred to in (a) above,  including the Company's Quarterly Report on Form
     10-Q for the quarter ended March 31, 2000; and

          (c) The  description of the Company's  common stock included under the
     caption  "Securities  to  be  Registered"  in  the  Company's  registration
     statement on Form 10-SB,  File No. 000- 29266,  dated February 12, 1997 (as
     amended on February 26, 1997, May 30, 1997 and August 22, 1997),  including
     any   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

          (d) In  addition,  all  documents  subsequently  filed by the  Company
     pursuant to Sections  13(a),  13(c), 14 and 15(d) of the 1934 Act, prior to
     the  filing  of  a  post-effective   amendment  which  indicates  that  the
     securities   offered  hereby  have  been  sold  or  which  deregisters  the
     securities offered hereby then remaining unsold, shall also be deemed to be
     incorporated by reference into this Registration Statement and to be a part
     hereof commencing from the date of filing of such documents.

<PAGE>

                                      - 3 -

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Article VIII of the Company's  bylaws provides for the  indemnification  of
the  Company's  officers and  directors to the extent  authorized  by the Nevada
Revised Statutes.  Section  78.7502(1) of the Nevada Revised Statutes allows the
Company to  indemnify  any person made or  threatened  to be made a party to any
action,  except an action by the Company or in the Company's right, by reason of
the fact that he or she is or was a director,  officer, employee or agent of, or
is or was serving at the Company's request as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement,  actually and reasonably incurred in connection with
the action, suit or proceeding if the person acted in good faith and in a manner
which he or she  reasonably  believed to be in or not  opposed to the  Company's
best interests, and, with respect to any criminal proceeding,  had no reasonable
cause to believe the conduct was unlawful. Article VIII of the Company's charter
provides for indemnification of such a person to the full extent provided by the
Nevada Revised Statutes, as amended from time to time.

     Under Section 78.7502(2),  a similar standard of care applies to derivative
actions by the Company or in the Company's right, except that indemnification is
limited solely to expenses  (including  attorneys'  fees) incurred in connection
with  the  defense  or  settlement  of the  action  and  court  approval  of the
indemnification  is required where the person seeking  indemnification  has been
found liable to the Company.

     In addition,  Section  78.751(2)  allows the Company to advance  payment of
indemnifiable expenses prior to final disposition of a proceeding.  Decisions as
to the  payment  of  indemnification  are  made by a  majority  of the  Board of
Directors at a meeting at which a quorum of disinterested  directors is present,
or by written opinion of special legal counsel or by the stockholders.

     Section 78.751(3)  provides that the power to indemnify is not exclusive of
any  rights  granted  under  any  bylaw,  agreement,  vote  of  stockholders  or
disinterested directors or otherwise.

     Section  78.752 of the Nevada  Revised  Statutes  and  Section  8.06 of our
Bylaws  enable the Company to purchase and maintain  insurance for the Company's
present and former directors,  officers,  employees and agents. Accordingly, the
Company has  provided  liability  insurance  for each  director  and officer for
certain  losses  arising  from claims or charges  made  against him or her while
acting in his or her capacity as our director or officer,  including liabilities
under federal securities laws.

     Additionally,  Article V of the Company's  charter  limits the liability of
the Company's directors under certain circumstances. Article V states:

<PAGE>

                                      - 4 -

     A director  of the  Corporation  shall have no  personal  liability  to the
Corporation  or its  stockholders  for damages for breach of fiduciary duty as a
director or officer,  except for (a) acts or omissions which involve intentional
misconduct,  fraud  or a  knowing  violation  of  law,  or (b)  the  payment  of
distributions in violation of section 78.300 of the Nevada Revised Statutes.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

    Exhibit Number      Description

    4.1                 Form of Stock Option Agreement (Executive Officers).

    4.2                 Form of Stock Option Agreement (Vesting Schedule).

    4.3                 Form of Stock Option Agreement (Immediate Vesting).

    5                   Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP

    23.1                Consent of Ernst & Young LLP

    23.2                Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                        (included in Exhibit 5.1)

    24                  Power of Attorney (included on signature page)

Item 9.           Undertakings

     A. The Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this 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  this  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 this
     Registration Statement; and

          (iii)  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 (1)(i) and (1)(ii) above do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs  is  contained in periodic  reports  filed by the Company
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

<PAGE>

                                      - 5 -

          (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 a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     B. The Company hereby  undertakes  that,  for purposes of  determining  any
liability  under the Exchange 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 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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director,  officer of 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

<PAGE>

                                      - 6 -

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 Lewiston, State of New York, on the 9th day of June, 2000.

                                       CVF TECHNOLOGIES CORPORATION


                                       By:  /s/ Jeffrey I. Dreben

                                       Jeffrey I. Dreben, Chairman of the Board,
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Jeffrey
I.  Dreben or Robert  Miller,  each or either of them,  such  person's  true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution  for such person and in such person's 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,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
necessary or desirable to be done in and about the ratifying and  confirming all
that said  attorney-in-fact  and agent, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>

<S>                                    <C>                                               <C>

              SIGNATURE                                         TITLE                       DATE
              ---------                                         -----                       ----
/s/ Jeffrey I. Dreben                  Chairman of the Board, President , Chief          June 9, 2000
---------------------------------
Jeffrey I. Dreben                      Executive Officer and Director
                                       (Principal Executive Officer)

/s/ Robert Nally                       Chief Operating Officer, Chief Technology         June 9, 2000
----------------------------------
Robert Nally                           Officer, Secretary, Treasurer and Director

/s/ George Khouri                      Director                                          June 9, 2000
--------------------------------
George Khouri

/s/ Robert Glazier                     Director                                          June 9, 2000
---------------------------------
Robert Glazier

/s/ Robert Miller                     Chief Financial Officer (Principal Financial       June 9, 2000
----------------------------------
Robert Miller                         and Accounting Officer)

</TABLE>
<PAGE>

                                      - 7 -

                                  EXHIBIT INDEX
<TABLE>

<S>                        <C>                                                           <C>

Exhibit Number             Description                                                   Page No.
--------------             -----------                                                   --------

        4.1                Form of Stock Option Agreement (Executive Officers).

        4.2                Form of Stock Option Agreement (Vesting Schedule).

        4.3                Form of Stock Option Agreement (Immediate Vesting).

        5                  Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP

        23.1               Consent of Ernst & Young LLP

        23.2               Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                           (included in Exhibit 5)

        24                 Power of Attorney (included on signature page)

</TABLE>
<PAGE>
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{"company-data": {"conformed-name": "CVF CORP", "cik": "0001032997", "assigned-sic": "6799", "irs-number": "870429335", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38952", "film-number": "652356"}, "business-address": {"street1": "916 CENTER ST", "city": "LEWISTON", "state": "NY", "zip": "14092", "phone": "7167547883"}}
- 1 -

      As filed with the Securities and Exchange Commission on June 9, 2000

                              Registration No.333-

--------------------------------------------------------------------------------

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                          CVF TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)
Nevada                                                 87-0429335
------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)              (I.R.S. Employer Identification No.)
916 Center Street,  Lewiston, New York 14092 (716) 754-7883 (Address,
    including zip code, and telephone number, including area code,

                  of registrant's principal executive offices)
                            ------------------------

                             STOCK OPTION AGREEMENTS

                            (Full title of the plan)
                            -----------------------

                               John J. Zak, Esq.
                 Hodgson, Russ, Andrews, Woods & Goodyear, LLP

                           One M & T Plaza, Suite 2000

                             Buffalo, New York 14203

                                 (716) 843-1253

          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                         Calculation of Registration Fee
Title of securities to be    Amount to be registered     Aggregate offering price (1)    Amount of registration fee (1)
registered

Common Stock, par            865,000  Shares             $2,615,150                      $690.40
value $.001 per share
===========================  =========================== =============================   ================================

-----------------------------

(1)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to  Rule  457(h)(1).The  offering  price  per  share  for the
         outstanding  stock options is the exercise prices of such options.  The
         chart below illustrates the calculation of the registration fee:
- 2 -

                            Offering Price                          Aggregate
Number of Shares            Per Share                             Offering Price
----------------            --------------                        --------------
    530,000                     $2.88                               $1,526,400
    335,000                     $3.25                               $1,088,750

(Shares  issuable  pursuant to  outstanding  options  granted under Stock Option
Agreements between the Company and each Awardee.  Amounts shown are an aggregate
number.)

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to participants as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     CVF  Technologies   Corporation  (the  "Company")  hereby  incorporates  by
reference into this Registration Statement the following documents:

          (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal year
     ended December 31, 1999;

          (b) All other reports  filed by the Company  pursuant to Section 13(a)
     or 15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange
     Act")  since  the end of the  fiscal  year  covered  by the  Annual  Report
     referred to in (a) above,  including the Company's Quarterly Report on Form
     10-Q for the quarter ended March 31, 2000; and

          (c) The  description of the Company's  common stock included under the
     caption  "Securities  to  be  Registered"  in  the  Company's  registration
     statement on Form 10-SB,  File No. 000- 29266,  dated February 12, 1997 (as
     amended on February 26, 1997, May 30, 1997 and August 22, 1997),  including
     any   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

          (d) In  addition,  all  documents  subsequently  filed by the  Company
     pursuant to Sections  13(a),  13(c), 14 and 15(d) of the 1934 Act, prior to
     the  filing  of  a  post-effective   amendment  which  indicates  that  the
     securities   offered  hereby  have  been  sold  or  which  deregisters  the
     securities offered hereby then remaining unsold, shall also be deemed to be
     incorporated by reference into this Registration Statement and to be a part
     hereof commencing from the date of filing of such documents.
- 3 -

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Article VIII of the Company's  bylaws provides for the  indemnification  of
the  Company's  officers and  directors to the extent  authorized  by the Nevada
Revised Statutes.  Section  78.7502(1) of the Nevada Revised Statutes allows the
Company to  indemnify  any person made or  threatened  to be made a party to any
action,  except an action by the Company or in the Company's right, by reason of
the fact that he or she is or was a director,  officer, employee or agent of, or
is or was serving at the Company's request as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement,  actually and reasonably incurred in connection with
the action, suit or proceeding if the person acted in good faith and in a manner
which he or she  reasonably  believed to be in or not  opposed to the  Company's
best interests, and, with respect to any criminal proceeding,  had no reasonable
cause to believe the conduct was unlawful. Article VIII of the Company's charter
provides for indemnification of such a person to the full extent provided by the
Nevada Revised Statutes, as amended from time to time.

     Under Section 78.7502(2),  a similar standard of care applies to derivative
actions by the Company or in the Company's right, except that indemnification is
limited solely to expenses  (including  attorneys'  fees) incurred in connection
with  the  defense  or  settlement  of the  action  and  court  approval  of the
indemnification  is required where the person seeking  indemnification  has been
found liable to the Company.

     In addition,  Section  78.751(2)  allows the Company to advance  payment of
indemnifiable expenses prior to final disposition of a proceeding.  Decisions as
to the  payment  of  indemnification  are  made by a  majority  of the  Board of
Directors at a meeting at which a quorum of disinterested  directors is present,
or by written opinion of special legal counsel or by the stockholders.

     Section 78.751(3)  provides that the power to indemnify is not exclusive of
any  rights  granted  under  any  bylaw,  agreement,  vote  of  stockholders  or
disinterested directors or otherwise.

     Section  78.752 of the Nevada  Revised  Statutes  and  Section  8.06 of our
Bylaws  enable the Company to purchase and maintain  insurance for the Company's
present and former directors,  officers,  employees and agents. Accordingly, the
Company has  provided  liability  insurance  for each  director  and officer for
certain  losses  arising  from claims or charges  made  against him or her while
acting in his or her capacity as our director or officer,  including liabilities
under federal securities laws.

     Additionally,  Article V of the Company's  charter  limits the liability of
the Company's directors under certain circumstances. Article V states:
- 4 -

     A director  of the  Corporation  shall have no  personal  liability  to the
Corporation  or its  stockholders  for damages for breach of fiduciary duty as a
director or officer,  except for (a) acts or omissions which involve intentional
misconduct,  fraud  or a  knowing  violation  of  law,  or (b)  the  payment  of
distributions in violation of section 78.300 of the Nevada Revised Statutes.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

    Exhibit Number      Description

    4.1                 Form of Stock Option Agreement (Executive Officers).

    4.2                 Form of Stock Option Agreement (Vesting Schedule).

    4.3                 Form of Stock Option Agreement (Immediate Vesting).

    5                   Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP

    23.1                Consent of Ernst & Young LLP

    23.2                Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                        (included in Exhibit 5.1)

    24                  Power of Attorney (included on signature page)

Item 9.           Undertakings

     A. The Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this 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  this  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 this
     Registration Statement; and

          (iii)  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 (1)(i) and (1)(ii) above do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs  is  contained in periodic  reports  filed by the Company
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.
- 5 -

          (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 a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     B. The Company hereby  undertakes  that,  for purposes of  determining  any
liability  under the Exchange 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 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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director,  officer of 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.
- 6 -

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 Lewiston, State of New York, on the 9th day of June, 2000.

                                       CVF TECHNOLOGIES CORPORATION

                                       By:  /s/ Jeffrey I. Dreben

                                       Jeffrey I. Dreben, Chairman of the Board,
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Jeffrey
I.  Dreben or Robert  Miller,  each or either of them,  such  person's  true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution  for such person and in such person's 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,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
necessary or desirable to be done in and about the ratifying and  confirming all
that said  attorney-in-fact  and agent, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                                         TITLE                       DATE
              ---------                                         -----                       ----
/s/ Jeffrey I. Dreben                  Chairman of the Board, President , Chief          June 9, 2000
---------------------------------
Jeffrey I. Dreben                      Executive Officer and Director
                                       (Principal Executive Officer)

/s/ Robert Nally                       Chief Operating Officer, Chief Technology         June 9, 2000
----------------------------------
Robert Nally                           Officer, Secretary, Treasurer and Director

/s/ George Khouri                      Director                                          June 9, 2000
--------------------------------
George Khouri

/s/ Robert Glazier                     Director                                          June 9, 2000
---------------------------------
Robert Glazier

/s/ Robert Miller                     Chief Financial Officer (Principal Financial       June 9, 2000
----------------------------------
Robert Miller                         and Accounting Officer)
- 7 -

                                  EXHIBIT INDEX
Exhibit Number             Description                                                   Page No.
--------------             -----------                                                   --------

        4.1                Form of Stock Option Agreement (Executive Officers).

        4.2                Form of Stock Option Agreement (Vesting Schedule).

        4.3                Form of Stock Option Agreement (Immediate Vesting).

        5                  Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP

        23.1               Consent of Ernst & Young LLP

        23.2               Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
                           (included in Exhibit 5)

        24                 Power of Attorney (included on signature page)