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

                                    FORM S-8
                                    --------

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CONOLOG CORPORATION
               (Exact name of issuer as specified in its charter)



                 DELAWARE                                 22-1847286
                 ---------                                ----------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                                 5 COLUMBIA ROAD
                          SOMERVILLE, NEW JERSEY 08876
                            TELEPHONE: (908) 722-8081
              (Address of Principal Executive Offices and Zip Code)

                           2007 STOCK INCENTIVE PLAN
                            (Full tile of the plan)

                                  Robert Benou
                            Chief Executive Officer
                                5 COLUMBIA ROAD
                          SOMERVILLE, NEW JERSEY 08876
                     (Name and address of agent for service)

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

                               DARRIN OCASIO, ESQ.
                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                   61 BROADWAY
                               NEW YORK, NY 10006
                                 (212) 981-6772
                              (212) 930-9725 (FAX)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                               PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE        OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
   TO BE REGISTERED        REGISTERED              SHARE(1)                 PRICE (2)         REGISTRATION FEE
     COMMON STOCK
<S>                          <C>                    <C>                   <C>                        <C>
    $.01 PAR VALUE           800,000                $1.96                 $1,568,000                 $48
</TABLE>


----------
(1)  The number of shares being  registered is the maximum  aggregate  number of
     shares presently issuable under the Plan.

(2)  Computed pursuant to Rule 457(c) and (h) on the basis of the average of the
     high and low prices of the Common  Stock as reported on May 23, 2007 on the
     NASDAQ Capital Market.


                                     --2--
<PAGE>


                                     PART 1

              INFORMATION REQUIRED IN THIS Section 10(a) Prospectus


This Registration Statement relates to two separate prospectuses.

SECTION  10(A)  PROSPECTUS:  Items 1 and 2, from this  page,  and the  documents
incorporated  by  reference  pursuant  to Part  II,  Item 3 of this  prospectus,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended (the "Securities Act").

REOFFER  PROSPECTUS:  The material  that follows Item 2, up to but not including
Part II of this  Registration  Statement,  of which the reoffer  prospectus is a
part,  constitutes  a "reoffer  prospectus,"  prepared  in  accordance  with the
requirements  of Part I of Form  S-3  under  the  Securities  Act.  Pursuant  to
Instruction  C of Form S-8, the reoffer  prospectus  may be used for reoffers or
resales  of  common  shares  which  are  deemed to be  "control  securities"  or
"restricted  securities" under the Securities Act that have been acquired by the
selling shareholders named in the reoffer prospectus.

ITEM 1.            PLAN INFORMATION.

Conolog  Corporation  ("We", "us", "our company" or "Conolog") will provide each
participant (the "Recipient") with documents that contain information related to
our 2007 Stock Incentives Plan and other information including,  but not limited
to, the  disclosure  required by Item 1 of Form S-8,  which  information  is not
filed as a part of this  Registration  Statement on Form S-8 (the  "Registration
Statement").  The  foregoing  information  and  the  documents  incorporated  by
reference in response to Item 3 of Part II of this Registration  Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities  Act. A Section 10(a)  prospectus will be given to each Recipient
who receives common shares covered by this Registration Statement, in accordance
with Rule 428(b)(1) under the Securities Act.

ITEM 2.            REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

We will  provide  to each  Recipient  a  written  statement  advising  it of the
availability of documents incorporated by reference in Item 3 of Part II of this
Registration  Statement  and of documents  required to be delivered  pursuant to
Rule 428(b)  under the  Securities  Act without  charge and upon written or oral
notice by contacting:

                                  Robert Benou
                             Chief Executive Officer
                                 5 Columbia Road
                          Somerville, New Jersey 08876
                                 (908) 722-8081

INFORMATION  REQUIRED BY PART I TO BE CONTAINED IN SECTION  10(a)  PROSPECTUS IS
OMITTED FROM THE  REGISTRATION  STATEMENT IN ACCORDANCE  WITH RULE 428 UNDER THE
SECURITIES ACT OF 1933, AND NOTE TO PART I OF FORM S-8.

                                     --3--
<PAGE>


                               REOFFER PROSPECTUS

                               CONOLOG CORPORATION

                         580,000 SHARES OF COMMON STOCK

This reoffer prospectus relates to 580,000 shares of our common stock, par value
$0.01 per  share,  that may be offered  and resold  from time to time by certain
eligible  participants  and  existing  selling  shareholders  in our 2007  Stock
Incentive Plan  identified in this  prospectus  for their own account.  Eligible
participants  in our 2007 Stock  Option Plan  consist of  employees,  directors,
officers and affiliates.  Selling shareholders consist and will consist of those
eligible  participants who are affiliates of our company (as defined in Rule 405
of the  SECURITIES  ACT OF 1933,  as  amended  (the  "Securities  Act")).  It is
anticipated that the selling  shareholders  will offer common shares for sale at
prevailing  prices on the  NASDAQ  Capital  Market on the date of sale.  We will
receive no part of the proceeds  from sales made under this reoffer  prospectus.
The selling  shareholders  will bear all sales commissions and similar expenses.
Any other  expenses  incurred  by us in  connection  with the  registration  and
offering and not borne by the selling shareholders will be borne by us.

The shares of common stock will be issued  pursuant to awards  granted under our
2007 Stock Incentive Plan and will be "control  securities" under the Securities
Act before their sale under this reoffer prospectus. This reoffer prospectus has
been  prepared  for the  purposes of  registering  the common  shares  under the
Securities Act to allow for future sales by selling shareholders on a continuous
or delayed basis to the public without restriction.

The selling  shareholders  and any  brokers  executing  selling  orders on their
behalf may be deemed to be  "underwriters"  within the meaning of the Securities
Act, in which  event  commissions  received by such  brokers may be deemed to be
underwriting commissions under the Securities Act.

Our common stock is traded on the NASDAQ  Capital Market under the symbol "CNLG"
May 18, 2007 the closing  price of our common stock on such market was $2.12 per
share

INVESTING IN OUR COMMON STOCK INVOLVES  RISKS.  SEE "RISK FACTORS" ON PAGE 15 OF
THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.

SINCE OUR COMPANY DOES NOT CURRENTLY MEET THE REGISTRANT REQUIREMENTS FOR USE OF
FORM  S-3,  THE  AMOUNT OF  COMMON  SHARES  WHICH MAY BE RESOLD BY MEANS OF THIS
REOFFER  PROSPECTUS  BY EACH OF THE SELLING  STOCKHOLDERS,  AND ANY OTHER PERSON
WITH WHOM HE OR SHE IS ACTING IN CONCERT FOR THE  PURPOSE OF SELLING  SECURITIES
OF OUR COMPANY, MUST NOT EXCEED, IN ANY THREE MONTH PERIOD, THE AMOUNT SPECIFIED
IN RULE 144(e) PROMULGATED UNDER THE SECURITIES ACT.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.

                 The date of this prospectus is May 25, 2007.

                                   ----------



                                     --4--


<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

            Prospectus Summary                                                 6
            Risk Factors                                                      12
            Cautionary Note Regarding Forward-Looking
            Statements                                                        14
            Determination Of Offering Price                                   14
            Use of Proceeds                                                   15
            Selling Shareholders                                              15
            Plan of Distribution                                              16
            Legal Matters                                                     18
            Experts                                                           18
            Interest of Named Experts and Counsel                             18
            Information Incorporated by Reference                             18
            Disclosure of Commission Position on Indemnification
              for Securities Act Liabilities                                  19
            Additional Information Available to You                           19


            NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
            REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  IN
            CONNECTION  WITH THE OFFERING  MADE  HEREBY,  AND, IF GIVEN OR MADE,
            SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
            BEEN  AUTHORIZED  BY THE  COMPANY OR ANY OTHER  PERSON.  NEITHER THE
            DELIVERY OF THIS  PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
            ANY  CIRCUMSTANCES  CREATE  ANY  IMPLICATION  THAT THERE HAS BEEN NO
            CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE THE DATE  HEREOF.  THIS
            PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
            AN OFFER TO BUY ANY  SECURITIES  OFFERED  HEREBY  BY  ANYONE  IN ANY
            JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION IS NOT AUTHORIZED
            OR IN WHICH THE  PERSON  MAKING  SUCH OFFER OR  SOLICITATION  IS NOT
            QUALIFIED  TO DO SO OR TO ANY PERSON TO WHOM IT IS  UNLAWFUL TO MAKE
            SUCH OFFER OR SOLICITATION.




                                     --5--
<PAGE>


The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully.

PROSPECTUS SUMMARY

OUR COMPANY

We provide digital signal processing and digital security solutions to electric
utilities. We sell electromagnetic products to the military and provide
engineering and design services to a variety of industries, government
organizations and public utilities nationwide. Our INIVEN division sells a line
of digital signal processing systems, including transmitters, receivers and
multiplexers. Our headquarters are located at 5 Columbia Road, Somerville, New
Jersey 08876. Our telephone number is (800) 526-3984 or (908) 722-8081.

We were organized in 1968 and were engaged primarily in the design and
manufacture of electronic components and systems for military applications.

In July 1971, we merged with DSI Systems, Inc., then engaged in the development
and manufacture of terminal viewers for digital retrieval of microfilm. Later
that year, we changed our name to Conolog Corporation.

In 1981 we acquired one of our customers, INIVEN Corporation ("INIVEN"). At that
time, we were manufacturing, on behalf of INIVEN, a line of transmitters and
receivers used for controlling and transceiving the measurement of the flow of
gases and liquids, by gas and water utilities for controlling the flow of waste
water and sewage and measuring and controlling traffic.

During 1987, we made a strategic decision to redirect our focus from military to
commercial markets. Since that time, we have refocused on manufacturing and
marketing our products for the commercial marketplace rather than depend on the
military and defense-related markets. Our primary emphasis was on products for
electric utilities, co-generation of power, gas and water companies, traffic
control for departments of transport (DOT) and airports utilizing DSP (Digital
Signal Processing) technology.

In September 1998, we acquired the assets of Atlas Design, Inc., a human
resource outsourcing company, to further our strategy of mergers and
acquisitions, and to assist in providing qualified engineering and technical
staff in support of our longer term contracts.

In January 2001, we acquired substantially all of the assets of Prime Time
Staffing Inc. and Professional Temp Solutions, Inc. These companies provided
permanent and temporary employees for the graphics design firms, book publishing
companies and engineering businesses.

During the year ended July 31, 2001, we formed a wholly owned subsidiary,
Lonogoc Corporation. In August, 2000, Lonogoc Corporation purchased the assets
of Independent Computer Maintenance Corporation, which provided installation,
maintenance, and troubleshooting of computer systems and networks. On October
22, 2002, we entered an agreement to rescind the Asset Purchase Agreement
between us and Independent Computer Maintenance Corporation. Under the
rescission agreement, Conolog and its subsidiary agreed to transfer all assets
previously purchased pursuant to the Asset Purchase Agreement, to the extent
they still exist, to the former seller. The return of the purchase price paid
for the assets was $600,000, $300,000 in cash at closing, a note, which is
secured by a first mortgage on a condominium, for $150,000 bearing an interest
rate of 7.5% of which will be paid over 24 months in equal monthly installments
of $6,750 per month beginning December 2002, and an unsecured note receivable
for $137,350 payable over 10 years beginning December 2004 bearing an interest
rate of 5%.

In March 2004, we ceased operating our staffing business. The assets of our
wholly-owned subsidiary, Nologoc, Inc. trading as Atlas Design, were sold to the
subsidiary's Vice President. In consideration of the sale, we received $34,000
in cash.

                                     --6--
<PAGE>


PRODUCTS

We are engaged in the design and manufacture of (i) transducers, which are
electro-magnetic devices which convert electrical energy into mechanical and
other forms of physical energy, or conversely convert mechanical and other forms
of physical energy into electrical energy; (ii) digital signal processing (DSP)
systems and electromagnetic wave filters for differentiation among discreet
audio and radio frequencies; (iii) audio transmitters and modulators, for the
transmission over telephone lines, microwave circuits, or satellite, of
electrical signals obtained from transducers, data generated in electronic code
form or by computers or other similar equipment (not manufactured by us); (iv)
audio receivers and demodulators which are small systems which receive and
decode the signals from the audio transmitters and convert them into digital
codes for input into computers, teletypes or other similar equipment (not
manufactured by us) or convert such signals into mechanical or other form of
energy, such as opening or closing valves, or starting or stopping a motor; (v)
magnetic "networks" which are devices that permit the matching or coupling of
different types of communication equipment together or many identical or similar
equipment together or onto telephone or other transmission lines so as not to
cause interference; and (vi) analog transmitters and receivers, which permit the
coding/transmission and receiving/decoding of a constantly variable data, such
as the water level in a tank, pressure in a pipe or temperature, by actually
displaying the exact information at the receiving end in digital form for
storing in a computer or other devices, or by physically displaying the
information in a visual fashion such as a numerical readout or meter, and (vii)
multiplexer supervisory controls, which enable callers with high volumes of
supervisory data to transmit on fewer phone lines.

Such products are used in radio and other transmissions, telephones and
telephone exchanges, air and traffic control, automatic transmission of data for
utilities, tele-printing of transmitted data such as news and stock market
information and for use by electric utilities in monitoring power transmission
lines for faults and/or failures. Our products may be used independently or in
combination with other products to form a system type configuration, whereby our
equipment is pre-assembled in a large cabinet with other equipment in a
configuration that would provide the end user with protection as well as
operational status displays.

PRESENT STATUS/BUSINESS PRODUCT DESCRIPTION

We are engaged in three basic market segments:

(A) Commercial Sales (Under the trade name "INIVEN" (a Division of Conolog))

o Direct sales to end-users

o Sales to system assemblers

o Sales to contractors/installers

(B) Military Sales

o Direct contract sales to the military

o As subcontractor to systems producers

o Foreign governments

(C) Commercial Sales - As Manufacturing Subcontractor to Systems Producers.

MILITARY SALES

Military sales are primarily for our electromagnetic wave filters used in
military radios, vehicles (cars, trucks or tanks), portable (backpack), special
signaling equipment and exchanges (as in field command posts), ship to ship
teletype signaling filters used in deployment of ships (UCC-1 and UCC-4 systems)
as well as many other signaling applications where

                                     --7--
<PAGE>


accurate electromagnetic frequency control is required.

Our military sales are received through independent sales representatives who
are paid a commission

Commercial "INIVEN" Sales and Products

"INIVEN" equipment is designed around four (4) core product groups:

(1) PTR and PDR Teleprotection Series (Protective Tone Relaying Communications
Terminal), which includes the PTR-1000, PTR-1500 and PDR-2000.

(2) Audio Tone & Telemetry Equipment (Audio Tone Control, Telemetering and Data
Transmission Systems), which includes Series "98", "68", "40" and "GEN-1".

(3) Multiplex Supervisory Control System

(4) Communication Link Multihead Fiber Optic Couplers and Industrial Grade 1200
Baud Modems.

PTR TELEPROTECTION SERIES

This product is designed for use exclusively by electric power generators
(electric utilities and co-generators) in order to protect their transmission
and distribution lines. The PTR-1000, by monitoring the output signal of the
transmission equipment in less than one hundredth of a second protects the
transmission and distribution lines.

The PTR-1000 are installed in pairs, one unit at each end of the line. Each unit
is connected and in constant communication with the other, as they continuously
monitor the line for faults. In the event of a fault occurring (such as a downed
line or a short circuit) at either end and when confirmed by the receiving
PTR-1000 unit, the line is immediately isolated for shut down, averting costly
damage and downtime.

The PTR-1000 system is composed of a transmitter, dual receivers, a logic card
(brain center and controller of the system), relay module, line interface module
and power supply module. The transmitters at each end are independent and
transmit (continuously) the status (information being monitored) at their end of
the line.

The PTR-1500, is a quad system and performs as 2 duals or 4 singles with many
unique features such as multiple line operation, event recording with date stamp
with optional analog or digital transmission modes including optic fiber
interface.

The PDR 2000 is an 8 channel high speed communication system for use in electric
power transmission protection schemes. Unique features include event recording,
on-board and remote programming, and ID (unit to unit identification on all
communications), Packet Forwarding (ability to forward information such as trips
and all events through indirect communication paths), password protection and
multiple communication ports.

The PTR/PDR Teleprotection Series are designed for global use by electric
utilities and any entity generating power for its own consumption with resale of
surplus power to an electric utility, such as cities, municipalities,
cooperatives and large corporations that find it more economical to generate
their own electricity.

The PTR/PDR market is:

New installations; i.e., new transmission lines, new distribution segments, for
utilities and cogenerators.

Existing installations not properly protected, improving efficiency and reducing
down time.

Existing installations for upgrading to PTR/PDR technology, again improving
efficiency and down time.

Sales efforts for the PTR/PDR are presently being conducted by the Company's
marketing executives, through independent manufacturers' representatives and
through distributors. Sales are targeted primarily to the largest

                                     --8--
<PAGE>


utilities and co-generators.

In the United States alone, there are over 500 large entities generating
electricity. They are:

o Municipal Systems

o Cooperative Systems

o Federal, State and District Systems

o Audio Tone and Telemetry Equipment

For many years there has been a need for a modularly independent system that
would permit a user, from a distance, to control functions such as opening a
valve, starting a motor, shutting down a compressor, changing a traffic signal,
control landing lights at an airport, activate a hazard warning on a highway,
and in return allow the user to receive information, such as the liquid level in
a tank, the pressure in a pipe, the rate of flow out of a compressor, the flow
of traffic, the status of a traffic light, airport lights, or confirmation that
a command was performed. Such information is transmitted and received and the
control functions are performed from a distance utilizing telephone lines,
microwave link or direct wire.

These applications, by their nature, can be accomplished with slow speed
signaling systems composed of a transmitter on one end and a receiver on the
other to carry out the necessary instructions provided by the transmitter. Each
set (transmitter/receiver combination) is called a channel. Because of the slow
speed, up to 30 channels could be made to transmit and receive signals, in
either direction on a single telephone line, microwave link or direct-wired line
at the same time. This parallel transmission permits each transmitter/receiver
pair to be independent of all the others.

This product segment includes the first generation equipment, known as GEN-1,
followed by later generations which include technological improvements and
programmable capabilities to include:

GEN-1 Series - First generation with electromagnetic modules and first
generation programmable modules without electro-magnetic modules.

"98" and "68" Series - The latest generation applies DSP and microprocessor
technology with full programmability, in the field or at the factory.

"40" Series - Designed to function with the "98" or "68" series; transmits and
receives variable analog data.

GEN-1 AND GEN-1 PROGRAMMABLE SERIES

The diversity of applications for this equipment makes it available for a wide
range of users who are not restricted to a single industry. Typical industrial
uses include: the measurement of water and gas, waste water, gasoline, oil,
traffic, and electricity. Typical users include: utilities, co-generators,
airports, navy yards, telephone companies, paper and pulp processors and
wherever remote control and data acquisition is required.

Since our line has a distinct mechanical configuration, we designed our GEN-1
Programmable units and other improvements as replacements for existing units.

Our line of GEN-1 equipment is extensive and provides the user with the ability
to perform multiple control functions, status monitoring as well as continuous
variable data monitoring, such as a level in a tank or pressure gauge.

Sales for this line are primarily for the replacement of existing installations
and for expansion of these installations where it would not be economical to
install the latest technology, which would not be mechanically compatible.

Sales to this market are made in the same manner as the PTR/PDR market except
that manufacturers' representatives

                                     --9--
<PAGE>


specialize in selling to this diverse market.

"98," "68" and "40" Series represent our latest designs in the audio tone
equipment utilizing the more advanced DSP technology, which provides high
accuracy and long-term stability. These features have allowed us to greatly
improve the scope, density and number of functions that can be performed on a
single phone line, microwave link or direct line.

Sales of these products are made by the same agents who sell our GEN-1 products,
but are also directed to encompass more sophisticated users with larger amounts
of data and control points. The mechanical configuration of the "98" series is
more compact, permitting more equipment in a given space, while performing many
more functions when it is connected to the "40" Series. The "68" Series is the
"98" Series repackaged mechanically specifically for customers with older
systems permitting them to upgrade their systems to DSP technology. The "40"
Series, when connected to the "98" or "68" in the same chassis, permits the
continuous monitoring of variable data.

Typical applications for these products include transmission of the variable
data (such as volume, temperature, pressure and moisture) for water, gas,
industrial gases, oil, gasoline, transportation equipment and telephone
exchanges, and for use at airports, tunnels and bridges and for security and
electricity systems.

MULTIPLEX SUPERVISORY (IM) CONTROL SYSTEM

This product is a response to the cost and scarcity of dedicated phone lines
(connections whereby the phone link is dedicated to one subscriber), and enables
customers with high volumes of supervisory data (where many functions are
monitored from a single site) to transmit data on fewer phone lines (i.e., with
more data per channel, up to a maximum of 30 channels per line).

Using the "98" DSP Series as its communications link, we designed the
Multiplexer Supervisory Control System to handle 8 times the normal capacity per
channel. The microprocessor-based system allows a single telephone line to
handle up to 900 data inputs. This product line because of its data density
capability, may be utilized for a very broad range of applications. This product
has only recently been introduced and our sales efforts for it are being
conducted through its existing independent manufacturers sales representatives.

FIBER OPTIC LINK AND DATA MODEM

The expansion of fiber lines by our customers and their need to switch equipment
from phone lines to fiber prompted us to design and introduce a
fiber-optic-coupler line to interface with the many different fiber heads. In
addition to complete data interface couplers we launched a series of 1200 Baud
Modems (Industrial Grade) for operation under the same environmental
specifications in line with our products.

OUR STRATEGY

Our strategy is to develop new commercial markets by continuing to develop new
products and enhance existing products to improve both its market share and
competitive position. Growth in commercial sales is expected to come through
internal growth of existing products, new product introductions and the
expansion of regional markets to meet the growing needs of our customers for
more sophisticated and comprehensive products and services.

MARKETING AND SALES

In general, our products are marketed through telemarketing and customer
contacts by our President and through independent manufacturing sales
representatives and distributors.

COMPETITION

The market for our products and staffing services is very competitive. There are
several companies engaged in providing the services and in the manufacturing the
products of the type produced by us, most of which are substantially larger and
have substantially greater name recognition or greater financial resources and
personnel. The major competitive factors include availability of personnel,
product quality, reliability, price, service and delivery.

                                     --10--
<PAGE>


Competition is expected to continue and intensify. The market is also
characterized by rapid technological changes and advances. We would be adversely
affected if our competitors introduced technology superior products or offered
these products and services at significantly lower prices than our products.

LARGEST CUSTOMERS

Our major customers during fiscal 2006 were Bonneville Power Authority and
NSTAR. Sales to these customers totaled $158,437. None of these customers has or
had any material relationship other than business with the Company.

INVENTORY

RAW MATERIALS

We believe that we have adequate sources of raw materials available for use in
our business. Our products are assembled from a variety of standard electronic
components, such as integrated circuits, transformers, transistors, passive
components (i.e., resistors, capacitors and inductors), diodes and assorted
hardware, such as, printed circuit boards, connectors and faceplates. We are not
dependent upon any single supplier. We also purchase a number of other
electronic components and sub-assemblies from various suppliers.

In the past, we manufactured and held in our inventory finished products
pursuant to the military specifications and based upon the military forecast for
future quantities and delivery schedules. Widespread military procurements were
discontinued as a result of the end of the cold war and the downsizing of the
military establishment. Consequently, management made a decision to write off a
substantial amount of the military inventory in 2001 and 2002. As a result, we
no longer manufacture military products in advance. Rather, we only schedule
production as purchase orders are received.

MANUFACTURING

The Company currently rents approximately 7,000 square feet of the facility
located at 5 Columbia Road, for a combination of manufacturing and office space.
The Company assembles, under normal workload conditions, the product it sells;
however, to accommodate the peak demands that occur from time to time, we can
engage a number of subcontractors to assemble boards to our specifications. All
assemblies, however, are inspected and fully tested by our quality, engineering
and testing departments. We maintain test equipment and every product is
burned-in (i.e., each product is run at full power for 48 hours) and tested
prior to shipment.

WARRANTY AND SERVICE

We provide a twelve-year warranty on our products, which covers parts and labor.
The Company, at its option, repairs or replaces products that are found
defective during the warranty period providing proper preventive maintenance
procedures have been followed by customers. Repairs that are necessitated by
misuse of such products are not covered by our warranty.

In cases of defective products, the customer typically returns them to our
facility in Somerville, New Jersey. Our service personnel then replace or repair
the defective items and ship them back to the customer. Generally all servicing
is completed at our plant and customers are charged a fee for those service
items that are not covered by the warranty. We do not offer our customers any
formal written service contracts.

RESEARCH AND DEVELOPMENT

NEW PRODUCTS - CM-100 PLATFORM

In February 2007, we formally introduced the CM-100, which we believe is the
first of its kind, direct substation hardened communication consolidator that
fills the existing gap in substation communications. The hardwired CM-100 will
allow our existing products, including the PDR-100, to operate seamlessly over
fiber optics together with existing substation equipment.

                                     --11--
<PAGE>


THIS OFFERING

Shares of common stock outstanding prior to this offering ......... 3,074,894(1)

Shares being offered by the selling stockholders...................   580,000


Use of proceeds ......................  We will not receive any proceeds from
                                        the sale of the shares of common stock
                                        offered in this prospectus.

Risk Factors .........................  The purchase of our common stock
                                        involves a high degree of risk. You
                                        should carefully review and consider
                                        "Risk Factors" beginning on page 15.


NASDAQ Board Stock Exchange Symbol ...  CNLG

(1) As of May 15, 2007.




RISK FACTORS

An investment in our common stock involves a very significant risk. You should
carefully consider the following risks and uncertainties in addition to other
information in this prospectus in evaluating our company and its business before
purchasing shares of our company's common stock. Our business, operating results
and financial condition could be seriously harmed due to any of the following
risks. You could lose all or part of your investment due to any of these risks.

SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC MARKET
COULD CAUSE A REDUCTION IN THE MARKET PRICE OF OUR COMMON STOCK.

Any significant downward pressure on the price of our common stock as our
shareholders sell shares of our common stock could encourage short sales. Any
such short sales could place further downward pressure on the price of our
common stock.

WE HAVE A HISTORY OF OPERATING LOSSES AND THUS WE MAY NOT BE PROFITABLE IN THE
FUTURE.

Our continued existence is dependent upon us successfully expanding our business
and attaining profitable operations. We have historically had net losses from
operations and there can be no assurance that we will be profitable in the
future. If we are not profitable and cannot attain sufficient capital to fund
our operations we may have to cease our operations.

WE HAVE MANY COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST
THEM.

The market for our manufactured products is very competitive. There are several
companies that manufacture products similar to the products we sell. Most of
these companies are substantially larger than us and have substantially greater
name recognition, financial resources and personnel than we do.

OUR SUCCESS DEPENDS ON KEEPING UP WITH TECHNOLOGICAL CHANGES.

The market for our manufactured products is characterized by rapid technological
changes and advances. Our failure to continue to introduce new products in a
timely or cost effective manner or our failure to continue to improve our
existing products in a timely or cost effective manner would materially
adversely affect our operating results, and as a result, we may not be able to
compete effectively against them.

WE ARE DEPENDENT ON A FEW LARGE CUSTOMERS.

                                     --12--
<PAGE>


Our dependence on major customers including Bonneville Power Authority and
NSTAR, which accounted for approximately $90,215 and $68,222 of our sales,
respectively during the fiscal year ended July 31, 2006, subjects us to
significant financial risks in the operation of our business if a major customer
were to terminate or materially reduce, for any reason, its business
relationship with us.

WE MAY NOT BE ABLE TO ATTRACT THE QUALIFIED PERSONNEL WE NEED TO SUCCEED.

Because of the technical nature of our business, we are dependent upon our
ability to attract and retain technologically qualified personnel. Competition
for individuals with proven professional or technical skills is intense, and the
demand for these individuals is expected to remain very strong for the
foreseeable future. Larger companies may be able to pay substantially higher
salaries than we are able to pay. Therefore, we may not be successful,
especially during increased economic activity, in attracting qualified
personnel.

OUR MINIMAL STAFF MAY HAVE DIFFICULTY MANAGING OUR OPERATIONS.

We only employ about 14 people on a full time basis. Approximately 8 of our full
time employees are involved in production. Our success is dependent upon the
services of our current management, particularly Robert S. Benou, our Chairman,
Chief Executive Officer and Chief Financial Officer and Marc Benou our
President, Chief Operating Officer and Secretary. Messrs. Robert Benou and Marc
Benou are currently serving under employment contracts that renew on a
year-to-year basis unless terminated by either party thereto upon at least 90
days notice prior to the expiration of the then current term of such agreement.
If the employment of Messrs. Robert Benou or Marc Benou terminates, or if either
is unable to perform his duties, we may be materially and adversely affected.

WE ARE DEPENDENT ON COMPONENT MANUFACTURERS TO PROVIDE US WITH THE PARTS WE
NEED.

We are dependent on outside suppliers for all of the subcomponent parts and raw
materials we need to assemble our products. A shortage, delay in delivery, or
lack of availability of a part could lead to assembling delays, which could
reduce sales. We also purchase some custom parts, primarily printed circuit
boards. The failure of a supplier of one of these customized components could
cause a lengthy delay in production, resulting in a loss of revenues.

WE HAVE LIMITED CASH AND MAY NOT BE ABLE TO RECEIVE ADDITIONAL FINANCING.

As of April 30, 2007, we had approximately $3,653,135 in cash. We believe that
this, together with anticipated cash flows from operation will be sufficient to
satisfy our working capital requirements for the foreseeable future. However, we
may need to seek additional financing sooner than we anticipate as a result of
factors including but not limited to the following:

o changes in operating plans

o lower than anticipated sales

o increased operating costs; and

o potential acquisitions

However, additional financing may not be available on commercially reasonable
terms, if at all.

OUR STOCK PRICE MAY FLUCTUATE, WHICH MAY MAKE IT DIFFICULT TO RESELL YOUR SHARES
AT ATTRACTIVE PRICES.

The market price of our common stock may experience fluctuations. The market
price of our common stock has been volatile, and may continue to be volatile.
Factors that could cause volatility in our stock price include:

o fluctuations in our quarterly operating results;

o stock market prices and volume fluctuations generally;

                                     --13--
<PAGE>


o economic conditions specific to any of the industries that we conduct business
in;

o announcements by us or our competitors relating to new services or
technologies, significant acquisitions, significant orders, strategic
relationships, joint ventures or capital commitments; and

o applicable regulatory developments.

IF WE ARE DELISTED FROM THE NASDAQ CAPITAL MARKET, YOU MAY ALSO FIND IT MORE
DIFFICULT TO TRADE OUR COMMON STOCK DUE TO "PENNY STOCK" RULES.

If we are unable to satisfy the requirements for continued quotation on Nasdaq,
trading, if any, in our common stock would be conducted in the over-the-counter
market in what is commonly referred to as the "pink sheets" or on the OTC
Bulletin Board. If our shares become subject to the regulations on penny stocks,
the price and ability to sell our shares would be severely affected because the
shares could only be sold in compliance with the penny stock rules.

THE ISSUANCE OF SHARES UPON CONVERSION OF OUR CONVERTIBLE SECURITIES AND
EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO
OUR EXISTING STOCKHOLDERS.

As of April 30, 2007, we had outstanding warrants to purchase 408,091 shares of
our common stock, of which warrants to purchase 159,758 shares of our common
stock have an exercise price of $7.50 per share, warrants to purchase 240,000
shares of our common stock have an exercise price of $10.12 per share and
warrants to purchase 8,333 shares of our common stock have an exercise price of
$1.25 per share. As of April 30, 2007, we also had outstanding convertible notes
having an aggregate principal balance of $2,825,000 which are convertible into
1,412,500 shares of our common stock at a conversion price of $2.00 per share.
Subject to the terms of the Convertible Notes we may also issue shares of our
common stock to pay interest due on the Convertible Notes. The issuance of
shares of our common stock upon the exercise of warrants or upon conversion of
the notes may result in substantial dilution to the interests of other
stockholders.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We and our representatives may from time to time make written or oral statements
that are "forward-looking," including statements contained in this prospectus
and other filings with the Securities and Exchange Commission, reports to our
stockholders and news releases. All statements that express expectations,
estimates, forecasts or projections are forward-looking statements. In addition,
other written or oral statements which constitute forward-looking statements may
be made by us or on our behalf. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts,"
"may," "should," variations of such words and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
future performance and involve risks, uncertainties, and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in or suggested by such
forward-looking statements. Among the important factors on which such statements
are based are assumptions concerning our ability to obtain additional funding,
our ability to compete against our competitors, our ability to integrate our
acquisitions and our ability to attract and retain key employees.


DETERMINATION OF OFFERING PRICE

The selling security holders may sell the common shares issued to them from
time-to-time at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions.


                                     --14--
<PAGE>


USE OF PROCEEDS

We will not receive any proceeds from the sale of common shares by the selling
shareholders pursuant to this prospectus. The selling shareholders will receive
all proceeds from the sales of these common shares, and they will pay any and
all expenses incurred by them for brokerage, accounting or tax services (or any
other expenses incurred by them in disposing of their common shares).

The shares of common stock offered hereby are being registered for the account
of the Selling Stockholders named in this prospectus. As a result, all proceeds
from the sales of the common stock will go to the Selling Stockholders and we
will not receive any proceeds from the resale of the common stock by the Selling
Stockholders. We will incur all costs associated with this registration
statement and prospectus, which are currently estimated to be approximately
$5,000.

SELLING STOCKHOLDERS

A total of 800,000 shares are issuable pursuant to our 2007 Stock Incentive
Plan. Of the shares issuable pursuant to our 2007 Stock Incentive Plan, our
board has authorized the granting of 580,000 shares to the selling stock
holders. The following table sets forth, as of May 16, 2007, information
regarding the beneficial ownership of our common stock by the Selling
Stockholders. In the table below, the percentage ownership after the offering is
based upon the assumed sale by the Selling Stockholders of all shares they may
offer for sale pursuant to this prospectus. Beneficial ownership is determined
according to the rules of the Securities and Exchange Commission, and generally
means that a person has beneficial ownership of a security if he, she or it
possesses sole or shared voting or investment power of that security. The
percentages for each Selling Stockholder are calculated based on 3,654,674
shares issued and outstanding as of May 16, 2007, not including 220 shares held
in treasury, (which assumes the shares have already been issued to the selling
shareholders), plus the additional shares that the Selling Stockholder is deemed
to beneficially own as set forth in the table. The shares offered by this
prospectus shall be deemed to include shares offered by any pledge, donee,
transferee or other successor in interest of any of the Selling Stockholders
below, provided that this prospectus is amended or supplemented if required by
applicable law. Except as noted, none of the Selling Shareholders have had any
material relationship with us or any of our predecessors or affiliates within
the past three years.

The information in this table is based upon information provided by each
respective Selling Stockholder.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
NAME                       SHARES BENEFICIALLY OWNED   NUMBER OF SHARES    SHARES BENEFICIALLY OWNED UPON
                            PRIOR TO THIS OFFERING                           COMPLETION OF THE OFFERING
                             NUMBER        PERCENT                            NUMBER            PERCENT
-------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>            <C>               <C>                <C>
Robert Benou                 348,334         9.53%           225,000           123,334            3.37%
-------------------------------------------------------------------------------------------------------------
Marc Benou                   339,899         9.30%           225,000           114,899            3.14%
-------------------------------------------------------------------------------------------------------------
David Peison                  35,000           *              35,000                 0               *
-------------------------------------------------------------------------------------------------------------
Louis Massad                  35,000           *              35,000                 0               *
-------------------------------------------------------------------------------------------------------------
Edward J. Rielly              35,000           *              35,000                 0               *
-------------------------------------------------------------------------------------------------------------
Tom Fogg                      25,000           *              25,000                 0               *
-------------------------------------------------------------------------------------------------------------
TOTAL                        818,233                       580,000(1)          238,233
-------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Our board of directors has authorized the issuance of the shares of common
stock to the selling stockholders but these shares have not yet been issued. The
amounts listed in the table assumes the shares have been issued.

(2) Assumes that all shares offered are sold.

* Less than one percent.

                                     --15--
<PAGE>


PLAN OF DISTRIBUTION


TIMING OF SALES

Under our 2007 Stock Incentive Plan, we are authorized to issue up to 800,000
shares of our common stock, of which 580,000 shares are being issued to the
selling shareholders.

The selling stockholders may offer and sell the shares covered by this
prospectus at various times. The selling stockholders will act independently of
our company in making decisions with respect to the timing, manner and size of
each sale.

NO KNOWN AGREEMENTS TO RESELL THE SHARES

To our knowledge, no selling stockholder has any agreement or understanding,
directly or indirectly, with any person to resell the common shares covered by
this prospectus.

OFFERING PRICE

The sales price offered by the selling stockholders to the public may be:

      1.    the market price prevailing at the time of sale;

      2.    a price related to such prevailing market price; or

      3.    such other price as the selling shareholders determine from time to
            time.

MANNER OF SALE

The common shares may be sold by means of one or more of the following methods:

      1.    a block trade in which the broker-dealer so engaged will attempt to
            sell the common shares as agent, but may position and resell a
            portion of the block as principal to facilitate the transaction;

      2.    purchases by a broker-dealer as principal and resale by that
            broker-dealer for its account pursuant to this prospectus;

      3.    ordinary brokerage transactions in which the broker solicits
            purchasers;

      4.    through options, swaps or derivatives;

      5.    in transactions to cover short sales;

      6.    privately negotiated transactions; or

      7.    in a combination of any of the above methods.

The selling shareholders may sell their common shares directly to purchasers or
may use brokers, dealers, underwriters or agents to sell their common shares.
Brokers or dealers engaged by the selling shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions,
discounts or concessions from the selling shareholders, or, if any such
broker-dealer acts as agent for the purchaser of common shares, from the
purchaser in amounts to be negotiated immediately prior to the sale. The
compensation received by brokers or dealers may, but is not expected to, exceed
that which is customary for the types of transactions involved.

Broker-dealers may agree with a selling shareholder to sell a specified number
of common shares at a stipulated price per common share, and, to the extent the
broker-dealer is unable to do so acting as agent for a selling shareholder, to
purchase as principal any unsold common shares at the price required to fulfill
the broker-dealer commitment to the selling shareholder.

                                     --16--
<PAGE>


Broker-dealers who acquire common shares as principal may thereafter resell the
common shares from time to time in transactions, which may involve block
transactions and sales to and through other broker-dealers, including
transactions of the nature described above, in the over-the-counter market or
otherwise at prices and on terms then prevailing at the time of sale, at prices
then related to the then-current market price or in negotiated transactions. In
connection with resales of the common shares, broker-dealers may pay to or
receive from the purchasers of shares commissions as described above.

If our selling shareholders enter into arrangements with brokers or dealers, as
described above, we are obligated to file a post-effective amendment to this
registration statement disclosing such arrangements, including the names of any
broker-dealers acting as underwriters.

The selling shareholders and any broker-dealers or agents that participate with
the selling shareholders in the sale of the common shares may be deemed to be
"underwriters" within the meaning of the Securities Act. In that event, any
commissions received by broker-dealers or agents and any profit on the resale of
the common shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.

SALES PURSUANT TO RULE 144

Any common shares covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.

REGULATION M

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular we
will advise the selling shareholders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of common shares in the
market and to the activities of the selling shareholders and their affiliates.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for, or purchasing for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution.

Accordingly, during such times as a selling shareholder may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, the selling shareholder must comply with applicable law and,
among other things:

      1.    may not engage in any stabilization activities in connection with
            our common stock;

      2.    may not cover short sales by purchasing shares while the
            distribution is taking place; and

      3.    may not bid for or purchase any of our securities or attempt to
            induce any person to purchase any of our securities other than as
            permitted under the Exchange Act.

In addition, we will make copies of this prospectus available to the selling
shareholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act.

STATE SECURITIES LAWS

Under the securities laws of some states, the common shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
some states the common shares may not be sold unless the shares have been
registered or qualified for sale in the state or an exemption from registration
or qualification is available and is complied with.

EXPENSES OF REGISTRATION

We are bearing all costs relating to the registration of the common stock. These
expenses are estimated to be $5,000, including, but not limited to, legal,
accounting, printing and mailing fees. The selling shareholders, however, will
pay any commissions or other fees payable to brokers or dealers in connection
with any sale of the common stock.

                                     --17--
<PAGE>


LEGAL MATTERS

The validity of the common stock has been passed upon by Sichenzia Ross Friedman
Ference LLP, New York, New York. Certain members of Sichenzia Ross Friedman
Ference LLP will receive 52,000 shares of the Company's common stock under this
registration statement to be issued as compensation for legal services.

EXPERTS

The financial statements incorporated by reference in the prospectus have been
audited by Bagell, Josephs, Levine & Company, LLC, an independent registered
public accounting firm, to the extent and for the periods set forth in their
report included in our 10-KSB for the year ended July 31, 2006 and are
incorporated in reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries, provided that Sichenzia Ross Friedman Ference LLP (including its
members) will receive 52,000 shares of the Company's common stock under this
registration statement.

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference
certain of our publicly-filed documents into this prospectus, which means that
such information is considered part of this prospectus. Information that we file
with the SEC subsequent to the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders have sold all of the shares
offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

      o     Reference is made to the Schedule 14-A field by Registrant with the
            SEC on April 16, 2007, which is incorporated by reference herein.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending January 31, 2007, as filed with the SEC
            on March 16, 2007, which is hereby incorporated by reference.

            Reference is made to the Registrant's Current Report on Form 8-K
            filed with the SEC on January 17, 2007, which is incorporated by
            reference herein.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on March 14, 2007 which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending October 31, 2006, as filed with the SEC
            on December 15, 2006, which is hereby incorporated by reference.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on August 28, 2006, which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's annual report on Form 10-KSB
            for the period ending July 31, 2006, as filed with the SEC on
            October 31, 2006, which is hereby incorporated by reference.

      o     The description of the Company's Common Stock contained in its
            Registration Statement on Form SB-2/A filed on April 26, 2006
            including all amendments or reports filed for the purpose of
            updating such description.

                                     --18--
<PAGE>


We will provide without charge to each person to whom a copy of this prospectus
has been delivered, on written or oral request a copy of any or all of the
documents incorporated by reference in this prospectus, other than exhibits to
such documents. Written or oral requests for such copies should be directed to
Robert Benou.


DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company's Certificate of Incorporation limits the liability of Directors to
the maximum extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law. Delaware law provides that the directors of a corporation will
not be personally liable to such corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derives an improper personal benefit. The
Company's By-Laws provide that the Company shall indemnify its directors and
officers under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.


ADDITIONAL INFORMATION AVAILABLE TO YOU

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this prospectus in accordance with the rules of the SEC. We file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You can inspect and copy the Registration Statement as well as reports,
proxy statements and other information we have filed with the SEC at the public
reference room maintained by the SEC at 100 F Street N.E. Washington, D.C.
20549, You can obtain copies from the public reference room of the SEC at 100 F
Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call
the SEC at 1-800-732-0330 for further information about the public reference
room. We are also required to file electronic versions of these documents with
the SEC, which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. No dealer, salesperson or other person is authorized to give
any information or to make any representations other than those contained in
this prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.

                                     --19--
<PAGE>


                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents:

      The following documents filed with the SEC are incorporated herein by
reference:

      o     Reference is made to the Schedule 14-A field by Registrant with the
            SEC on April 16, 2007, which is incorporated by reference herein.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending January 31, 2007, as filed with the SEC
            on March 16, 2007, which is hereby incorporated by reference.

            Reference is made to the Registrant's Current Report on Form 8-K
            filed with the SEC on January 17, 2007, which is incorporated by
            reference herein.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on March 14, 2007 which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending October 31, 2006, as filed with the SEC
            on December 15, 2006, which is hereby incorporated by reference.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on August 28, 2006, which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's annual report on Form 10-KSB
            for the period ending July 31, 2006, as filed with the SEC on
            October 31, 2006, which is hereby incorporated by reference.

      o     The description of the Company's Common Stock contained in its
            Registration Statement on Form SB-2/A filed on April 26, 2006
            including all amendments or reports filed for the purpose of
            updating such description.


The following documents filed with the SEC are incorporated herein by reference:


ITEM 4.     DESCRIPTION OF SECURITIES.

Not applicable.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries, provided that certain members of Sichenzia Ross Friedman Ference
LLP will receive 52,000 shares of the Company's common stock under this
registration statement to be issued as compensation for legal services.

                                     --20--
<PAGE>


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation limits the liability of Directors to
the maximum extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law. Delaware law provides that the directors of a corporation will
not be personally liable to such corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derives an improper personal benefit. The
Company's By-Laws provide that the Company shall indemnify its directors and
officers under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.


Item 7.     Exemption from Registration Claimed.

Not applicable.


Item 8.     Exhibits.

      EXHIBIT
      NUMBER      EXHIBIT
      ------      -------

      4.1         2007 Stock Incentive Plan

      5.1         Opinion of Sichenzia Ross Friedman Ference LLPC

      23.1        Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1

      23.2        Consent of Bagell, Josephs, Levine & Company, LLC.




ITEM 9.              UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

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

                                     --21--
<PAGE>


            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement. 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 prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;

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

      PROVIDED, HOWEVER, that paragraphs (1)(i), and (1)(ii) do not apply if the
Registration Statement is on Form S-8 and if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      (5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

            (A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3)
      shall be deemed to be part of the registration statement as of the date
      the filed prospectus was deemed part of and included in the registration
      statement; and

            (B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
      (b)(5) or (b)(7) as part of a registration statement in reliance on Rule
      430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
      (x) for the purpose of providing the information required by Section 10(a)
      of the Securities Act of 1933 shall be deemed to be part of and included
      in the registration statement as of the earlier of the date such form of
      prospectus is first used after effectiveness or the date of the first
      contract of sale of securities in the offering described in the
      prospectus. As provided in Rule 430B, for liability purposes of the issuer
      and any person that is at that date an underwriter, such date shall be
      deemed to be a new effective date of the registration statement relating
      to the securities in the registration statement to which the prospectus
      relates, and the offering of such securities at that time shall be deemed
      to be the initial BONA FIDE offering thereof. PROVIDED, HOWEVER, that no
      statement made in a registration statement or prospectus that is part of
      the registration statement or made in a document incorporated or deemed
      incorporated by reference into the registration statement or prospectus
      that is part of the registration statement will, as to a purchaser with a
      time of contract of sale prior to such effective date, supersede or modify
      any statement that was made in the registration statement or prospectus
      that was part of the registration statement or made in any such document
      immediately prior to such effective date.

      (6) That, for the purpose of determining liability of a Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, each undersigned Registrant undertakes that in a primary offering of
securities of an undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the


                                     --22--
<PAGE>


undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of an undersigned
      Registrant relating to the offering required to be filed pursuant to Rule
      424;

            (ii) Any free writing prospectus relating to the offering prepared
      by or on behalf of an undersigned Registrant or used or referred to by an
      undersigned Registrant;

            (iii) The portion of any other free writing prospectus relating to
      the offering containing material information about an undersigned
      Registrant or its securities provided by or on behalf of an undersigned
      Registrant; and

            (iv) Any other communication that is an offer in the offering made
      by an undersigned Registrant to the purchaser.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.



                                   SIGNATURES


      In accordance with the requirements of the Securities Act of 1933, as
amended, 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
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 24, 2007.


                                        Conolog Corporation
                                        By:  /s/ Robert Benou
                                             -----------------------------------
                                             Robert Benou
                                             CHIEF EXECUTIVE OFFICER
                                             (PRINCIPAL EXECUTIVE OFFICER)

                                     By:     /s/ Robert Benou
                                             -----------------------------------
                                             Robert Benou
                                             CHIEF FINANCIAL OFFICER
                                             (PRINCIPAL FINANCIAL AND
                                             ACCOUNTING OFFICER)
POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Robert S. Benou and Marc R. Benou and each of them, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all


                                     --23--
<PAGE>


capacities, to sign any and all amendments (including post-effective amendments)
and additions to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents 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 or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

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


Date: May 24, 2007                      /s/  Robert S. Benou
                                             --------------------------------
                                             Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director


Date: May 24, 2007                      /s/  Marc R. Benou
                                             --------------------------------
                                             Marc R. Benou
                                             President, Chief Operating Officer,
                                             Secretary and Director


Date: May 24, 2007                      /s/  Louis S. Massad
                                             --------------------------------
                                             Louis S. Massad
                                             Director



Date: May 24, 2007                       /s/  Edward J. Rielly
                                              --------------------------------
                                              Edward J. Rielly
                                              Director

Date: May 24, 2007                       /s/  David M. Peison
                                              --------------------------------
                                              David M. Peison
                                              Director


                                     --24--
[{"type": "S-8", "sequence": "1", "filename": "c48667_s-8.txt", "secsgml_size_bytes": 81817}]
{"company-data": {"conformed-name": "CONOLOG CORP", "cik": "0000023503", "assigned-sic": "3679", "irs-number": "520853566", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143262", "film-number": "07879518"}, "business-address": {"street1": "5 COLUMBIA RD", "city": "SOMERVILLE", "state": "NJ", "zip": "08876", "phone": "9087228081"}, "mail-address": {"street1": "5 C0LUMBIA ROAD", "city": "SOMERVILLE", "state": "NJ", "zip": "08876-3588"}, "former-company": [{"former-conformed-name": "DSI SYSTEMS INC", "date-changed": "19751218"}, {"former-conformed-name": "DATA SCIENCES INC", "date-changed": "19751218"}, {"former-conformed-name": "MICROSEARCH SYSTEMS INC", "date-changed": "19690115"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                                    --------

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CONOLOG CORPORATION
               (Exact name of issuer as specified in its charter)

                 DELAWARE                                 22-1847286
                 ---------                                ----------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                                 5 COLUMBIA ROAD
                          SOMERVILLE, NEW JERSEY 08876
                            TELEPHONE: (908) 722-8081
              (Address of Principal Executive Offices and Zip Code)

                           2007 STOCK INCENTIVE PLAN
                            (Full tile of the plan)

                                  Robert Benou
                            Chief Executive Officer
                                5 COLUMBIA ROAD
                          SOMERVILLE, NEW JERSEY 08876
                     (Name and address of agent for service)

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

                               DARRIN OCASIO, ESQ.
                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                   61 BROADWAY
                               NEW YORK, NY 10006
                                 (212) 981-6772
                              (212) 930-9725 (FAX)

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE        OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
   TO BE REGISTERED        REGISTERED              SHARE(1)                 PRICE (2)         REGISTRATION FEE
     COMMON STOCK
$.01 PAR VALUE           800,000                $1.96                 $1,568,000                 $48
----------
(1)  The number of shares being  registered is the maximum  aggregate  number of
     shares presently issuable under the Plan.

(2)  Computed pursuant to Rule 457(c) and (h) on the basis of the average of the
     high and low prices of the Common  Stock as reported on May 23, 2007 on the
     NASDAQ Capital Market.

                                     --2--
PART 1

              INFORMATION REQUIRED IN THIS Section 10(a) Prospectus

This Registration Statement relates to two separate prospectuses.

SECTION  10(A)  PROSPECTUS:  Items 1 and 2, from this  page,  and the  documents
incorporated  by  reference  pursuant  to Part  II,  Item 3 of this  prospectus,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended (the "Securities Act").

REOFFER  PROSPECTUS:  The material  that follows Item 2, up to but not including
Part II of this  Registration  Statement,  of which the reoffer  prospectus is a
part,  constitutes  a "reoffer  prospectus,"  prepared  in  accordance  with the
requirements  of Part I of Form  S-3  under  the  Securities  Act.  Pursuant  to
Instruction  C of Form S-8, the reoffer  prospectus  may be used for reoffers or
resales  of  common  shares  which  are  deemed to be  "control  securities"  or
"restricted  securities" under the Securities Act that have been acquired by the
selling shareholders named in the reoffer prospectus.

ITEM 1.            PLAN INFORMATION.

Conolog  Corporation  ("We", "us", "our company" or "Conolog") will provide each
participant (the "Recipient") with documents that contain information related to
our 2007 Stock Incentives Plan and other information including,  but not limited
to, the  disclosure  required by Item 1 of Form S-8,  which  information  is not
filed as a part of this  Registration  Statement on Form S-8 (the  "Registration
Statement").  The  foregoing  information  and  the  documents  incorporated  by
reference in response to Item 3 of Part II of this Registration  Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities  Act. A Section 10(a)  prospectus will be given to each Recipient
who receives common shares covered by this Registration Statement, in accordance
with Rule 428(b)(1) under the Securities Act.

ITEM 2.            REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

We will  provide  to each  Recipient  a  written  statement  advising  it of the
availability of documents incorporated by reference in Item 3 of Part II of this
Registration  Statement  and of documents  required to be delivered  pursuant to
Rule 428(b)  under the  Securities  Act without  charge and upon written or oral
notice by contacting:

                                  Robert Benou
                             Chief Executive Officer
                                 5 Columbia Road
                          Somerville, New Jersey 08876
                                 (908) 722-8081

INFORMATION  REQUIRED BY PART I TO BE CONTAINED IN SECTION  10(a)  PROSPECTUS IS
OMITTED FROM THE  REGISTRATION  STATEMENT IN ACCORDANCE  WITH RULE 428 UNDER THE
SECURITIES ACT OF 1933, AND NOTE TO PART I OF FORM S-8.

                                     --3--
REOFFER PROSPECTUS

                               CONOLOG CORPORATION

                         580,000 SHARES OF COMMON STOCK

This reoffer prospectus relates to 580,000 shares of our common stock, par value
$0.01 per  share,  that may be offered  and resold  from time to time by certain
eligible  participants  and  existing  selling  shareholders  in our 2007  Stock
Incentive Plan  identified in this  prospectus  for their own account.  Eligible
participants  in our 2007 Stock  Option Plan  consist of  employees,  directors,
officers and affiliates.  Selling shareholders consist and will consist of those
eligible  participants who are affiliates of our company (as defined in Rule 405
of the  SECURITIES  ACT OF 1933,  as  amended  (the  "Securities  Act")).  It is
anticipated that the selling  shareholders  will offer common shares for sale at
prevailing  prices on the  NASDAQ  Capital  Market on the date of sale.  We will
receive no part of the proceeds  from sales made under this reoffer  prospectus.
The selling  shareholders  will bear all sales commissions and similar expenses.
Any other  expenses  incurred  by us in  connection  with the  registration  and
offering and not borne by the selling shareholders will be borne by us.

The shares of common stock will be issued  pursuant to awards  granted under our
2007 Stock Incentive Plan and will be "control  securities" under the Securities
Act before their sale under this reoffer prospectus. This reoffer prospectus has
been  prepared  for the  purposes of  registering  the common  shares  under the
Securities Act to allow for future sales by selling shareholders on a continuous
or delayed basis to the public without restriction.

The selling  shareholders  and any  brokers  executing  selling  orders on their
behalf may be deemed to be  "underwriters"  within the meaning of the Securities
Act, in which  event  commissions  received by such  brokers may be deemed to be
underwriting commissions under the Securities Act.

Our common stock is traded on the NASDAQ  Capital Market under the symbol "CNLG"
May 18, 2007 the closing  price of our common stock on such market was $2.12 per
share

INVESTING IN OUR COMMON STOCK INVOLVES  RISKS.  SEE "RISK FACTORS" ON PAGE 15 OF
THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.

SINCE OUR COMPANY DOES NOT CURRENTLY MEET THE REGISTRANT REQUIREMENTS FOR USE OF
FORM  S-3,  THE  AMOUNT OF  COMMON  SHARES  WHICH MAY BE RESOLD BY MEANS OF THIS
REOFFER  PROSPECTUS  BY EACH OF THE SELLING  STOCKHOLDERS,  AND ANY OTHER PERSON
WITH WHOM HE OR SHE IS ACTING IN CONCERT FOR THE  PURPOSE OF SELLING  SECURITIES
OF OUR COMPANY, MUST NOT EXCEED, IN ANY THREE MONTH PERIOD, THE AMOUNT SPECIFIED
IN RULE 144(e) PROMULGATED UNDER THE SECURITIES ACT.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.

                 The date of this prospectus is May 25, 2007.

                                   ----------

                                     --4--
TABLE OF CONTENTS

                                                                            Page

            Prospectus Summary                                                 6
            Risk Factors                                                      12
            Cautionary Note Regarding Forward-Looking
            Statements                                                        14
            Determination Of Offering Price                                   14
            Use of Proceeds                                                   15
            Selling Shareholders                                              15
            Plan of Distribution                                              16
            Legal Matters                                                     18
            Experts                                                           18
            Interest of Named Experts and Counsel                             18
            Information Incorporated by Reference                             18
            Disclosure of Commission Position on Indemnification
              for Securities Act Liabilities                                  19
            Additional Information Available to You                           19

            NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
            REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  IN
            CONNECTION  WITH THE OFFERING  MADE  HEREBY,  AND, IF GIVEN OR MADE,
            SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
            BEEN  AUTHORIZED  BY THE  COMPANY OR ANY OTHER  PERSON.  NEITHER THE
            DELIVERY OF THIS  PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
            ANY  CIRCUMSTANCES  CREATE  ANY  IMPLICATION  THAT THERE HAS BEEN NO
            CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE THE DATE  HEREOF.  THIS
            PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
            AN OFFER TO BUY ANY  SECURITIES  OFFERED  HEREBY  BY  ANYONE  IN ANY
            JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION IS NOT AUTHORIZED
            OR IN WHICH THE  PERSON  MAKING  SUCH OFFER OR  SOLICITATION  IS NOT
            QUALIFIED  TO DO SO OR TO ANY PERSON TO WHOM IT IS  UNLAWFUL TO MAKE
            SUCH OFFER OR SOLICITATION.

                                     --5--
The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully.

PROSPECTUS SUMMARY

OUR COMPANY

We provide digital signal processing and digital security solutions to electric
utilities. We sell electromagnetic products to the military and provide
engineering and design services to a variety of industries, government
organizations and public utilities nationwide. Our INIVEN division sells a line
of digital signal processing systems, including transmitters, receivers and
multiplexers. Our headquarters are located at 5 Columbia Road, Somerville, New
Jersey 08876. Our telephone number is (800) 526-3984 or (908) 722-8081.

We were organized in 1968 and were engaged primarily in the design and
manufacture of electronic components and systems for military applications.

In July 1971, we merged with DSI Systems, Inc., then engaged in the development
and manufacture of terminal viewers for digital retrieval of microfilm. Later
that year, we changed our name to Conolog Corporation.

In 1981 we acquired one of our customers, INIVEN Corporation ("INIVEN"). At that
time, we were manufacturing, on behalf of INIVEN, a line of transmitters and
receivers used for controlling and transceiving the measurement of the flow of
gases and liquids, by gas and water utilities for controlling the flow of waste
water and sewage and measuring and controlling traffic.

During 1987, we made a strategic decision to redirect our focus from military to
commercial markets. Since that time, we have refocused on manufacturing and
marketing our products for the commercial marketplace rather than depend on the
military and defense-related markets. Our primary emphasis was on products for
electric utilities, co-generation of power, gas and water companies, traffic
control for departments of transport (DOT) and airports utilizing DSP (Digital
Signal Processing) technology.

In September 1998, we acquired the assets of Atlas Design, Inc., a human
resource outsourcing company, to further our strategy of mergers and
acquisitions, and to assist in providing qualified engineering and technical
staff in support of our longer term contracts.

In January 2001, we acquired substantially all of the assets of Prime Time
Staffing Inc. and Professional Temp Solutions, Inc. These companies provided
permanent and temporary employees for the graphics design firms, book publishing
companies and engineering businesses.

During the year ended July 31, 2001, we formed a wholly owned subsidiary,
Lonogoc Corporation. In August, 2000, Lonogoc Corporation purchased the assets
of Independent Computer Maintenance Corporation, which provided installation,
maintenance, and troubleshooting of computer systems and networks. On October
22, 2002, we entered an agreement to rescind the Asset Purchase Agreement
between us and Independent Computer Maintenance Corporation. Under the
rescission agreement, Conolog and its subsidiary agreed to transfer all assets
previously purchased pursuant to the Asset Purchase Agreement, to the extent
they still exist, to the former seller. The return of the purchase price paid
for the assets was $600,000, $300,000 in cash at closing, a note, which is
secured by a first mortgage on a condominium, for $150,000 bearing an interest
rate of 7.5% of which will be paid over 24 months in equal monthly installments
of $6,750 per month beginning December 2002, and an unsecured note receivable
for $137,350 payable over 10 years beginning December 2004 bearing an interest
rate of 5%.

In March 2004, we ceased operating our staffing business. The assets of our
wholly-owned subsidiary, Nologoc, Inc. trading as Atlas Design, were sold to the
subsidiary's Vice President. In consideration of the sale, we received $34,000
in cash.

                                     --6--
PRODUCTS

We are engaged in the design and manufacture of (i) transducers, which are
electro-magnetic devices which convert electrical energy into mechanical and
other forms of physical energy, or conversely convert mechanical and other forms
of physical energy into electrical energy; (ii) digital signal processing (DSP)
systems and electromagnetic wave filters for differentiation among discreet
audio and radio frequencies; (iii) audio transmitters and modulators, for the
transmission over telephone lines, microwave circuits, or satellite, of
electrical signals obtained from transducers, data generated in electronic code
form or by computers or other similar equipment (not manufactured by us); (iv)
audio receivers and demodulators which are small systems which receive and
decode the signals from the audio transmitters and convert them into digital
codes for input into computers, teletypes or other similar equipment (not
manufactured by us) or convert such signals into mechanical or other form of
energy, such as opening or closing valves, or starting or stopping a motor; (v)
magnetic "networks" which are devices that permit the matching or coupling of
different types of communication equipment together or many identical or similar
equipment together or onto telephone or other transmission lines so as not to
cause interference; and (vi) analog transmitters and receivers, which permit the
coding/transmission and receiving/decoding of a constantly variable data, such
as the water level in a tank, pressure in a pipe or temperature, by actually
displaying the exact information at the receiving end in digital form for
storing in a computer or other devices, or by physically displaying the
information in a visual fashion such as a numerical readout or meter, and (vii)
multiplexer supervisory controls, which enable callers with high volumes of
supervisory data to transmit on fewer phone lines.

Such products are used in radio and other transmissions, telephones and
telephone exchanges, air and traffic control, automatic transmission of data for
utilities, tele-printing of transmitted data such as news and stock market
information and for use by electric utilities in monitoring power transmission
lines for faults and/or failures. Our products may be used independently or in
combination with other products to form a system type configuration, whereby our
equipment is pre-assembled in a large cabinet with other equipment in a
configuration that would provide the end user with protection as well as
operational status displays.

PRESENT STATUS/BUSINESS PRODUCT DESCRIPTION

We are engaged in three basic market segments:

(A) Commercial Sales (Under the trade name "INIVEN" (a Division of Conolog))

o Direct sales to end-users

o Sales to system assemblers

o Sales to contractors/installers

(B) Military Sales

o Direct contract sales to the military

o As subcontractor to systems producers

o Foreign governments

(C) Commercial Sales - As Manufacturing Subcontractor to Systems Producers.

MILITARY SALES

Military sales are primarily for our electromagnetic wave filters used in
military radios, vehicles (cars, trucks or tanks), portable (backpack), special
signaling equipment and exchanges (as in field command posts), ship to ship
teletype signaling filters used in deployment of ships (UCC-1 and UCC-4 systems)
as well as many other signaling applications where

                                     --7--
accurate electromagnetic frequency control is required.

Our military sales are received through independent sales representatives who
are paid a commission

Commercial "INIVEN" Sales and Products

"INIVEN" equipment is designed around four (4) core product groups:

(1) PTR and PDR Teleprotection Series (Protective Tone Relaying Communications
Terminal), which includes the PTR-1000, PTR-1500 and PDR-2000.

(2) Audio Tone & Telemetry Equipment (Audio Tone Control, Telemetering and Data
Transmission Systems), which includes Series "98", "68", "40" and "GEN-1".

(3) Multiplex Supervisory Control System

(4) Communication Link Multihead Fiber Optic Couplers and Industrial Grade 1200
Baud Modems.

PTR TELEPROTECTION SERIES

This product is designed for use exclusively by electric power generators
(electric utilities and co-generators) in order to protect their transmission
and distribution lines. The PTR-1000, by monitoring the output signal of the
transmission equipment in less than one hundredth of a second protects the
transmission and distribution lines.

The PTR-1000 are installed in pairs, one unit at each end of the line. Each unit
is connected and in constant communication with the other, as they continuously
monitor the line for faults. In the event of a fault occurring (such as a downed
line or a short circuit) at either end and when confirmed by the receiving
PTR-1000 unit, the line is immediately isolated for shut down, averting costly
damage and downtime.

The PTR-1000 system is composed of a transmitter, dual receivers, a logic card
(brain center and controller of the system), relay module, line interface module
and power supply module. The transmitters at each end are independent and
transmit (continuously) the status (information being monitored) at their end of
the line.

The PTR-1500, is a quad system and performs as 2 duals or 4 singles with many
unique features such as multiple line operation, event recording with date stamp
with optional analog or digital transmission modes including optic fiber
interface.

The PDR 2000 is an 8 channel high speed communication system for use in electric
power transmission protection schemes. Unique features include event recording,
on-board and remote programming, and ID (unit to unit identification on all
communications), Packet Forwarding (ability to forward information such as trips
and all events through indirect communication paths), password protection and
multiple communication ports.

The PTR/PDR Teleprotection Series are designed for global use by electric
utilities and any entity generating power for its own consumption with resale of
surplus power to an electric utility, such as cities, municipalities,
cooperatives and large corporations that find it more economical to generate
their own electricity.

The PTR/PDR market is:

New installations; i.e., new transmission lines, new distribution segments, for
utilities and cogenerators.

Existing installations not properly protected, improving efficiency and reducing
down time.

Existing installations for upgrading to PTR/PDR technology, again improving
efficiency and down time.

Sales efforts for the PTR/PDR are presently being conducted by the Company's
marketing executives, through independent manufacturers' representatives and
through distributors. Sales are targeted primarily to the largest

                                     --8--
utilities and co-generators.

In the United States alone, there are over 500 large entities generating
electricity. They are:

o Municipal Systems

o Cooperative Systems

o Federal, State and District Systems

o Audio Tone and Telemetry Equipment

For many years there has been a need for a modularly independent system that
would permit a user, from a distance, to control functions such as opening a
valve, starting a motor, shutting down a compressor, changing a traffic signal,
control landing lights at an airport, activate a hazard warning on a highway,
and in return allow the user to receive information, such as the liquid level in
a tank, the pressure in a pipe, the rate of flow out of a compressor, the flow
of traffic, the status of a traffic light, airport lights, or confirmation that
a command was performed. Such information is transmitted and received and the
control functions are performed from a distance utilizing telephone lines,
microwave link or direct wire.

These applications, by their nature, can be accomplished with slow speed
signaling systems composed of a transmitter on one end and a receiver on the
other to carry out the necessary instructions provided by the transmitter. Each
set (transmitter/receiver combination) is called a channel. Because of the slow
speed, up to 30 channels could be made to transmit and receive signals, in
either direction on a single telephone line, microwave link or direct-wired line
at the same time. This parallel transmission permits each transmitter/receiver
pair to be independent of all the others.

This product segment includes the first generation equipment, known as GEN-1,
followed by later generations which include technological improvements and
programmable capabilities to include:

GEN-1 Series - First generation with electromagnetic modules and first
generation programmable modules without electro-magnetic modules.

"98" and "68" Series - The latest generation applies DSP and microprocessor
technology with full programmability, in the field or at the factory.

"40" Series - Designed to function with the "98" or "68" series; transmits and
receives variable analog data.

GEN-1 AND GEN-1 PROGRAMMABLE SERIES

The diversity of applications for this equipment makes it available for a wide
range of users who are not restricted to a single industry. Typical industrial
uses include: the measurement of water and gas, waste water, gasoline, oil,
traffic, and electricity. Typical users include: utilities, co-generators,
airports, navy yards, telephone companies, paper and pulp processors and
wherever remote control and data acquisition is required.

Since our line has a distinct mechanical configuration, we designed our GEN-1
Programmable units and other improvements as replacements for existing units.

Our line of GEN-1 equipment is extensive and provides the user with the ability
to perform multiple control functions, status monitoring as well as continuous
variable data monitoring, such as a level in a tank or pressure gauge.

Sales for this line are primarily for the replacement of existing installations
and for expansion of these installations where it would not be economical to
install the latest technology, which would not be mechanically compatible.

Sales to this market are made in the same manner as the PTR/PDR market except
that manufacturers' representatives

                                     --9--
specialize in selling to this diverse market.

"98," "68" and "40" Series represent our latest designs in the audio tone
equipment utilizing the more advanced DSP technology, which provides high
accuracy and long-term stability. These features have allowed us to greatly
improve the scope, density and number of functions that can be performed on a
single phone line, microwave link or direct line.

Sales of these products are made by the same agents who sell our GEN-1 products,
but are also directed to encompass more sophisticated users with larger amounts
of data and control points. The mechanical configuration of the "98" series is
more compact, permitting more equipment in a given space, while performing many
more functions when it is connected to the "40" Series. The "68" Series is the
"98" Series repackaged mechanically specifically for customers with older
systems permitting them to upgrade their systems to DSP technology. The "40"
Series, when connected to the "98" or "68" in the same chassis, permits the
continuous monitoring of variable data.

Typical applications for these products include transmission of the variable
data (such as volume, temperature, pressure and moisture) for water, gas,
industrial gases, oil, gasoline, transportation equipment and telephone
exchanges, and for use at airports, tunnels and bridges and for security and
electricity systems.

MULTIPLEX SUPERVISORY (IM) CONTROL SYSTEM

This product is a response to the cost and scarcity of dedicated phone lines
(connections whereby the phone link is dedicated to one subscriber), and enables
customers with high volumes of supervisory data (where many functions are
monitored from a single site) to transmit data on fewer phone lines (i.e., with
more data per channel, up to a maximum of 30 channels per line).

Using the "98" DSP Series as its communications link, we designed the
Multiplexer Supervisory Control System to handle 8 times the normal capacity per
channel. The microprocessor-based system allows a single telephone line to
handle up to 900 data inputs. This product line because of its data density
capability, may be utilized for a very broad range of applications. This product
has only recently been introduced and our sales efforts for it are being
conducted through its existing independent manufacturers sales representatives.

FIBER OPTIC LINK AND DATA MODEM

The expansion of fiber lines by our customers and their need to switch equipment
from phone lines to fiber prompted us to design and introduce a
fiber-optic-coupler line to interface with the many different fiber heads. In
addition to complete data interface couplers we launched a series of 1200 Baud
Modems (Industrial Grade) for operation under the same environmental
specifications in line with our products.

OUR STRATEGY

Our strategy is to develop new commercial markets by continuing to develop new
products and enhance existing products to improve both its market share and
competitive position. Growth in commercial sales is expected to come through
internal growth of existing products, new product introductions and the
expansion of regional markets to meet the growing needs of our customers for
more sophisticated and comprehensive products and services.

MARKETING AND SALES

In general, our products are marketed through telemarketing and customer
contacts by our President and through independent manufacturing sales
representatives and distributors.

COMPETITION

The market for our products and staffing services is very competitive. There are
several companies engaged in providing the services and in the manufacturing the
products of the type produced by us, most of which are substantially larger and
have substantially greater name recognition or greater financial resources and
personnel. The major competitive factors include availability of personnel,
product quality, reliability, price, service and delivery.

                                     --10--
Competition is expected to continue and intensify. The market is also
characterized by rapid technological changes and advances. We would be adversely
affected if our competitors introduced technology superior products or offered
these products and services at significantly lower prices than our products.

LARGEST CUSTOMERS

Our major customers during fiscal 2006 were Bonneville Power Authority and
NSTAR. Sales to these customers totaled $158,437. None of these customers has or
had any material relationship other than business with the Company.

INVENTORY

RAW MATERIALS

We believe that we have adequate sources of raw materials available for use in
our business. Our products are assembled from a variety of standard electronic
components, such as integrated circuits, transformers, transistors, passive
components (i.e., resistors, capacitors and inductors), diodes and assorted
hardware, such as, printed circuit boards, connectors and faceplates. We are not
dependent upon any single supplier. We also purchase a number of other
electronic components and sub-assemblies from various suppliers.

In the past, we manufactured and held in our inventory finished products
pursuant to the military specifications and based upon the military forecast for
future quantities and delivery schedules. Widespread military procurements were
discontinued as a result of the end of the cold war and the downsizing of the
military establishment. Consequently, management made a decision to write off a
substantial amount of the military inventory in 2001 and 2002. As a result, we
no longer manufacture military products in advance. Rather, we only schedule
production as purchase orders are received.

MANUFACTURING

The Company currently rents approximately 7,000 square feet of the facility
located at 5 Columbia Road, for a combination of manufacturing and office space.
The Company assembles, under normal workload conditions, the product it sells;
however, to accommodate the peak demands that occur from time to time, we can
engage a number of subcontractors to assemble boards to our specifications. All
assemblies, however, are inspected and fully tested by our quality, engineering
and testing departments. We maintain test equipment and every product is
burned-in (i.e., each product is run at full power for 48 hours) and tested
prior to shipment.

WARRANTY AND SERVICE

We provide a twelve-year warranty on our products, which covers parts and labor.
The Company, at its option, repairs or replaces products that are found
defective during the warranty period providing proper preventive maintenance
procedures have been followed by customers. Repairs that are necessitated by
misuse of such products are not covered by our warranty.

In cases of defective products, the customer typically returns them to our
facility in Somerville, New Jersey. Our service personnel then replace or repair
the defective items and ship them back to the customer. Generally all servicing
is completed at our plant and customers are charged a fee for those service
items that are not covered by the warranty. We do not offer our customers any
formal written service contracts.

RESEARCH AND DEVELOPMENT

NEW PRODUCTS - CM-100 PLATFORM

In February 2007, we formally introduced the CM-100, which we believe is the
first of its kind, direct substation hardened communication consolidator that
fills the existing gap in substation communications. The hardwired CM-100 will
allow our existing products, including the PDR-100, to operate seamlessly over
fiber optics together with existing substation equipment.

                                     --11--
THIS OFFERING

Shares of common stock outstanding prior to this offering ......... 3,074,894(1)

Shares being offered by the selling stockholders...................   580,000

Use of proceeds ......................  We will not receive any proceeds from
                                        the sale of the shares of common stock
                                        offered in this prospectus.

Risk Factors .........................  The purchase of our common stock
                                        involves a high degree of risk. You
                                        should carefully review and consider
                                        "Risk Factors" beginning on page 15.

NASDAQ Board Stock Exchange Symbol ...  CNLG

(1) As of May 15, 2007.

RISK FACTORS

An investment in our common stock involves a very significant risk. You should
carefully consider the following risks and uncertainties in addition to other
information in this prospectus in evaluating our company and its business before
purchasing shares of our company's common stock. Our business, operating results
and financial condition could be seriously harmed due to any of the following
risks. You could lose all or part of your investment due to any of these risks.

SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC MARKET
COULD CAUSE A REDUCTION IN THE MARKET PRICE OF OUR COMMON STOCK.

Any significant downward pressure on the price of our common stock as our
shareholders sell shares of our common stock could encourage short sales. Any
such short sales could place further downward pressure on the price of our
common stock.

WE HAVE A HISTORY OF OPERATING LOSSES AND THUS WE MAY NOT BE PROFITABLE IN THE
FUTURE.

Our continued existence is dependent upon us successfully expanding our business
and attaining profitable operations. We have historically had net losses from
operations and there can be no assurance that we will be profitable in the
future. If we are not profitable and cannot attain sufficient capital to fund
our operations we may have to cease our operations.

WE HAVE MANY COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST
THEM.

The market for our manufactured products is very competitive. There are several
companies that manufacture products similar to the products we sell. Most of
these companies are substantially larger than us and have substantially greater
name recognition, financial resources and personnel than we do.

OUR SUCCESS DEPENDS ON KEEPING UP WITH TECHNOLOGICAL CHANGES.

The market for our manufactured products is characterized by rapid technological
changes and advances. Our failure to continue to introduce new products in a
timely or cost effective manner or our failure to continue to improve our
existing products in a timely or cost effective manner would materially
adversely affect our operating results, and as a result, we may not be able to
compete effectively against them.

WE ARE DEPENDENT ON A FEW LARGE CUSTOMERS.

                                     --12--
Our dependence on major customers including Bonneville Power Authority and
NSTAR, which accounted for approximately $90,215 and $68,222 of our sales,
respectively during the fiscal year ended July 31, 2006, subjects us to
significant financial risks in the operation of our business if a major customer
were to terminate or materially reduce, for any reason, its business
relationship with us.

WE MAY NOT BE ABLE TO ATTRACT THE QUALIFIED PERSONNEL WE NEED TO SUCCEED.

Because of the technical nature of our business, we are dependent upon our
ability to attract and retain technologically qualified personnel. Competition
for individuals with proven professional or technical skills is intense, and the
demand for these individuals is expected to remain very strong for the
foreseeable future. Larger companies may be able to pay substantially higher
salaries than we are able to pay. Therefore, we may not be successful,
especially during increased economic activity, in attracting qualified
personnel.

OUR MINIMAL STAFF MAY HAVE DIFFICULTY MANAGING OUR OPERATIONS.

We only employ about 14 people on a full time basis. Approximately 8 of our full
time employees are involved in production. Our success is dependent upon the
services of our current management, particularly Robert S. Benou, our Chairman,
Chief Executive Officer and Chief Financial Officer and Marc Benou our
President, Chief Operating Officer and Secretary. Messrs. Robert Benou and Marc
Benou are currently serving under employment contracts that renew on a
year-to-year basis unless terminated by either party thereto upon at least 90
days notice prior to the expiration of the then current term of such agreement.
If the employment of Messrs. Robert Benou or Marc Benou terminates, or if either
is unable to perform his duties, we may be materially and adversely affected.

WE ARE DEPENDENT ON COMPONENT MANUFACTURERS TO PROVIDE US WITH THE PARTS WE
NEED.

We are dependent on outside suppliers for all of the subcomponent parts and raw
materials we need to assemble our products. A shortage, delay in delivery, or
lack of availability of a part could lead to assembling delays, which could
reduce sales. We also purchase some custom parts, primarily printed circuit
boards. The failure of a supplier of one of these customized components could
cause a lengthy delay in production, resulting in a loss of revenues.

WE HAVE LIMITED CASH AND MAY NOT BE ABLE TO RECEIVE ADDITIONAL FINANCING.

As of April 30, 2007, we had approximately $3,653,135 in cash. We believe that
this, together with anticipated cash flows from operation will be sufficient to
satisfy our working capital requirements for the foreseeable future. However, we
may need to seek additional financing sooner than we anticipate as a result of
factors including but not limited to the following:

o changes in operating plans

o lower than anticipated sales

o increased operating costs; and

o potential acquisitions

However, additional financing may not be available on commercially reasonable
terms, if at all.

OUR STOCK PRICE MAY FLUCTUATE, WHICH MAY MAKE IT DIFFICULT TO RESELL YOUR SHARES
AT ATTRACTIVE PRICES.

The market price of our common stock may experience fluctuations. The market
price of our common stock has been volatile, and may continue to be volatile.
Factors that could cause volatility in our stock price include:

o fluctuations in our quarterly operating results;

o stock market prices and volume fluctuations generally;

                                     --13--
o economic conditions specific to any of the industries that we conduct business
in;

o announcements by us or our competitors relating to new services or
technologies, significant acquisitions, significant orders, strategic
relationships, joint ventures or capital commitments; and

o applicable regulatory developments.

IF WE ARE DELISTED FROM THE NASDAQ CAPITAL MARKET, YOU MAY ALSO FIND IT MORE
DIFFICULT TO TRADE OUR COMMON STOCK DUE TO "PENNY STOCK" RULES.

If we are unable to satisfy the requirements for continued quotation on Nasdaq,
trading, if any, in our common stock would be conducted in the over-the-counter
market in what is commonly referred to as the "pink sheets" or on the OTC
Bulletin Board. If our shares become subject to the regulations on penny stocks,
the price and ability to sell our shares would be severely affected because the
shares could only be sold in compliance with the penny stock rules.

THE ISSUANCE OF SHARES UPON CONVERSION OF OUR CONVERTIBLE SECURITIES AND
EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO
OUR EXISTING STOCKHOLDERS.

As of April 30, 2007, we had outstanding warrants to purchase 408,091 shares of
our common stock, of which warrants to purchase 159,758 shares of our common
stock have an exercise price of $7.50 per share, warrants to purchase 240,000
shares of our common stock have an exercise price of $10.12 per share and
warrants to purchase 8,333 shares of our common stock have an exercise price of
$1.25 per share. As of April 30, 2007, we also had outstanding convertible notes
having an aggregate principal balance of $2,825,000 which are convertible into
1,412,500 shares of our common stock at a conversion price of $2.00 per share.
Subject to the terms of the Convertible Notes we may also issue shares of our
common stock to pay interest due on the Convertible Notes. The issuance of
shares of our common stock upon the exercise of warrants or upon conversion of
the notes may result in substantial dilution to the interests of other
stockholders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We and our representatives may from time to time make written or oral statements
that are "forward-looking," including statements contained in this prospectus
and other filings with the Securities and Exchange Commission, reports to our
stockholders and news releases. All statements that express expectations,
estimates, forecasts or projections are forward-looking statements. In addition,
other written or oral statements which constitute forward-looking statements may
be made by us or on our behalf. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts,"
"may," "should," variations of such words and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
future performance and involve risks, uncertainties, and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in or suggested by such
forward-looking statements. Among the important factors on which such statements
are based are assumptions concerning our ability to obtain additional funding,
our ability to compete against our competitors, our ability to integrate our
acquisitions and our ability to attract and retain key employees.

DETERMINATION OF OFFERING PRICE

The selling security holders may sell the common shares issued to them from
time-to-time at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions.

                                     --14--
USE OF PROCEEDS

We will not receive any proceeds from the sale of common shares by the selling
shareholders pursuant to this prospectus. The selling shareholders will receive
all proceeds from the sales of these common shares, and they will pay any and
all expenses incurred by them for brokerage, accounting or tax services (or any
other expenses incurred by them in disposing of their common shares).

The shares of common stock offered hereby are being registered for the account
of the Selling Stockholders named in this prospectus. As a result, all proceeds
from the sales of the common stock will go to the Selling Stockholders and we
will not receive any proceeds from the resale of the common stock by the Selling
Stockholders. We will incur all costs associated with this registration
statement and prospectus, which are currently estimated to be approximately
$5,000.

SELLING STOCKHOLDERS

A total of 800,000 shares are issuable pursuant to our 2007 Stock Incentive
Plan. Of the shares issuable pursuant to our 2007 Stock Incentive Plan, our
board has authorized the granting of 580,000 shares to the selling stock
holders. The following table sets forth, as of May 16, 2007, information
regarding the beneficial ownership of our common stock by the Selling
Stockholders. In the table below, the percentage ownership after the offering is
based upon the assumed sale by the Selling Stockholders of all shares they may
offer for sale pursuant to this prospectus. Beneficial ownership is determined
according to the rules of the Securities and Exchange Commission, and generally
means that a person has beneficial ownership of a security if he, she or it
possesses sole or shared voting or investment power of that security. The
percentages for each Selling Stockholder are calculated based on 3,654,674
shares issued and outstanding as of May 16, 2007, not including 220 shares held
in treasury, (which assumes the shares have already been issued to the selling
shareholders), plus the additional shares that the Selling Stockholder is deemed
to beneficially own as set forth in the table. The shares offered by this
prospectus shall be deemed to include shares offered by any pledge, donee,
transferee or other successor in interest of any of the Selling Stockholders
below, provided that this prospectus is amended or supplemented if required by
applicable law. Except as noted, none of the Selling Shareholders have had any
material relationship with us or any of our predecessors or affiliates within
the past three years.

The information in this table is based upon information provided by each
respective Selling Stockholder.
-------------------------------------------------------------------------------------------------------------
NAME                       SHARES BENEFICIALLY OWNED   NUMBER OF SHARES    SHARES BENEFICIALLY OWNED UPON
                            PRIOR TO THIS OFFERING                           COMPLETION OF THE OFFERING
                             NUMBER        PERCENT                            NUMBER            PERCENT
-------------------------------------------------------------------------------------------------------------
Robert Benou                 348,334         9.53%           225,000           123,334            3.37%
-------------------------------------------------------------------------------------------------------------
Marc Benou                   339,899         9.30%           225,000           114,899            3.14%
-------------------------------------------------------------------------------------------------------------
David Peison                  35,000           *              35,000                 0               *
-------------------------------------------------------------------------------------------------------------
Louis Massad                  35,000           *              35,000                 0               *
-------------------------------------------------------------------------------------------------------------
Edward J. Rielly              35,000           *              35,000                 0               *
-------------------------------------------------------------------------------------------------------------
Tom Fogg                      25,000           *              25,000                 0               *
-------------------------------------------------------------------------------------------------------------
TOTAL                        818,233                       580,000(1)          238,233
-------------------------------------------------------------------------------------------------------------
(1) Our board of directors has authorized the issuance of the shares of common
stock to the selling stockholders but these shares have not yet been issued. The
amounts listed in the table assumes the shares have been issued.

(2) Assumes that all shares offered are sold.

* Less than one percent.

                                     --15--
PLAN OF DISTRIBUTION

TIMING OF SALES

Under our 2007 Stock Incentive Plan, we are authorized to issue up to 800,000
shares of our common stock, of which 580,000 shares are being issued to the
selling shareholders.

The selling stockholders may offer and sell the shares covered by this
prospectus at various times. The selling stockholders will act independently of
our company in making decisions with respect to the timing, manner and size of
each sale.

NO KNOWN AGREEMENTS TO RESELL THE SHARES

To our knowledge, no selling stockholder has any agreement or understanding,
directly or indirectly, with any person to resell the common shares covered by
this prospectus.

OFFERING PRICE

The sales price offered by the selling stockholders to the public may be:

      1.    the market price prevailing at the time of sale;

      2.    a price related to such prevailing market price; or

      3.    such other price as the selling shareholders determine from time to
            time.

MANNER OF SALE

The common shares may be sold by means of one or more of the following methods:

      1.    a block trade in which the broker-dealer so engaged will attempt to
            sell the common shares as agent, but may position and resell a
            portion of the block as principal to facilitate the transaction;

      2.    purchases by a broker-dealer as principal and resale by that
            broker-dealer for its account pursuant to this prospectus;

      3.    ordinary brokerage transactions in which the broker solicits
            purchasers;

      4.    through options, swaps or derivatives;

      5.    in transactions to cover short sales;

      6.    privately negotiated transactions; or

      7.    in a combination of any of the above methods.

The selling shareholders may sell their common shares directly to purchasers or
may use brokers, dealers, underwriters or agents to sell their common shares.
Brokers or dealers engaged by the selling shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions,
discounts or concessions from the selling shareholders, or, if any such
broker-dealer acts as agent for the purchaser of common shares, from the
purchaser in amounts to be negotiated immediately prior to the sale. The
compensation received by brokers or dealers may, but is not expected to, exceed
that which is customary for the types of transactions involved.

Broker-dealers may agree with a selling shareholder to sell a specified number
of common shares at a stipulated price per common share, and, to the extent the
broker-dealer is unable to do so acting as agent for a selling shareholder, to
purchase as principal any unsold common shares at the price required to fulfill
the broker-dealer commitment to the selling shareholder.

                                     --16--
Broker-dealers who acquire common shares as principal may thereafter resell the
common shares from time to time in transactions, which may involve block
transactions and sales to and through other broker-dealers, including
transactions of the nature described above, in the over-the-counter market or
otherwise at prices and on terms then prevailing at the time of sale, at prices
then related to the then-current market price or in negotiated transactions. In
connection with resales of the common shares, broker-dealers may pay to or
receive from the purchasers of shares commissions as described above.

If our selling shareholders enter into arrangements with brokers or dealers, as
described above, we are obligated to file a post-effective amendment to this
registration statement disclosing such arrangements, including the names of any
broker-dealers acting as underwriters.

The selling shareholders and any broker-dealers or agents that participate with
the selling shareholders in the sale of the common shares may be deemed to be
"underwriters" within the meaning of the Securities Act. In that event, any
commissions received by broker-dealers or agents and any profit on the resale of
the common shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.

SALES PURSUANT TO RULE 144

Any common shares covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.

REGULATION M

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular we
will advise the selling shareholders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of common shares in the
market and to the activities of the selling shareholders and their affiliates.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for, or purchasing for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution.

Accordingly, during such times as a selling shareholder may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, the selling shareholder must comply with applicable law and,
among other things:

      1.    may not engage in any stabilization activities in connection with
            our common stock;

      2.    may not cover short sales by purchasing shares while the
            distribution is taking place; and

      3.    may not bid for or purchase any of our securities or attempt to
            induce any person to purchase any of our securities other than as
            permitted under the Exchange Act.

In addition, we will make copies of this prospectus available to the selling
shareholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act.

STATE SECURITIES LAWS

Under the securities laws of some states, the common shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
some states the common shares may not be sold unless the shares have been
registered or qualified for sale in the state or an exemption from registration
or qualification is available and is complied with.

EXPENSES OF REGISTRATION

We are bearing all costs relating to the registration of the common stock. These
expenses are estimated to be $5,000, including, but not limited to, legal,
accounting, printing and mailing fees. The selling shareholders, however, will
pay any commissions or other fees payable to brokers or dealers in connection
with any sale of the common stock.

                                     --17--
LEGAL MATTERS

The validity of the common stock has been passed upon by Sichenzia Ross Friedman
Ference LLP, New York, New York. Certain members of Sichenzia Ross Friedman
Ference LLP will receive 52,000 shares of the Company's common stock under this
registration statement to be issued as compensation for legal services.

EXPERTS

The financial statements incorporated by reference in the prospectus have been
audited by Bagell, Josephs, Levine & Company, LLC, an independent registered
public accounting firm, to the extent and for the periods set forth in their
report included in our 10-KSB for the year ended July 31, 2006 and are
incorporated in reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries, provided that Sichenzia Ross Friedman Ference LLP (including its
members) will receive 52,000 shares of the Company's common stock under this
registration statement.

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference
certain of our publicly-filed documents into this prospectus, which means that
such information is considered part of this prospectus. Information that we file
with the SEC subsequent to the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders have sold all of the shares
offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

      o     Reference is made to the Schedule 14-A field by Registrant with the
            SEC on April 16, 2007, which is incorporated by reference herein.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending January 31, 2007, as filed with the SEC
            on March 16, 2007, which is hereby incorporated by reference.

            Reference is made to the Registrant's Current Report on Form 8-K
            filed with the SEC on January 17, 2007, which is incorporated by
            reference herein.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on March 14, 2007 which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending October 31, 2006, as filed with the SEC
            on December 15, 2006, which is hereby incorporated by reference.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on August 28, 2006, which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's annual report on Form 10-KSB
            for the period ending July 31, 2006, as filed with the SEC on
            October 31, 2006, which is hereby incorporated by reference.

      o     The description of the Company's Common Stock contained in its
            Registration Statement on Form SB-2/A filed on April 26, 2006
            including all amendments or reports filed for the purpose of
            updating such description.

                                     --18--
We will provide without charge to each person to whom a copy of this prospectus
has been delivered, on written or oral request a copy of any or all of the
documents incorporated by reference in this prospectus, other than exhibits to
such documents. Written or oral requests for such copies should be directed to
Robert Benou.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company's Certificate of Incorporation limits the liability of Directors to
the maximum extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law. Delaware law provides that the directors of a corporation will
not be personally liable to such corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derives an improper personal benefit. The
Company's By-Laws provide that the Company shall indemnify its directors and
officers under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.

ADDITIONAL INFORMATION AVAILABLE TO YOU

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this prospectus in accordance with the rules of the SEC. We file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You can inspect and copy the Registration Statement as well as reports,
proxy statements and other information we have filed with the SEC at the public
reference room maintained by the SEC at 100 F Street N.E. Washington, D.C.
20549, You can obtain copies from the public reference room of the SEC at 100 F
Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call
the SEC at 1-800-732-0330 for further information about the public reference
room. We are also required to file electronic versions of these documents with
the SEC, which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. No dealer, salesperson or other person is authorized to give
any information or to make any representations other than those contained in
this prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.

                                     --19--
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents:

      The following documents filed with the SEC are incorporated herein by
reference:

      o     Reference is made to the Schedule 14-A field by Registrant with the
            SEC on April 16, 2007, which is incorporated by reference herein.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending January 31, 2007, as filed with the SEC
            on March 16, 2007, which is hereby incorporated by reference.

            Reference is made to the Registrant's Current Report on Form 8-K
            filed with the SEC on January 17, 2007, which is incorporated by
            reference herein.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on March 14, 2007 which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's quarterly report on Form
            10-QSB for the period ending October 31, 2006, as filed with the SEC
            on December 15, 2006, which is hereby incorporated by reference.

      o     Reference is made to Registrant's Current Report on Form 8-K filed
            with the SEC on August 28, 2006, which is hereby incorporated by
            reference.

      o     Reference is made to the Registrant's annual report on Form 10-KSB
            for the period ending July 31, 2006, as filed with the SEC on
            October 31, 2006, which is hereby incorporated by reference.

      o     The description of the Company's Common Stock contained in its
            Registration Statement on Form SB-2/A filed on April 26, 2006
            including all amendments or reports filed for the purpose of
            updating such description.

The following documents filed with the SEC are incorporated herein by reference:

ITEM 4.     DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries, provided that certain members of Sichenzia Ross Friedman Ference
LLP will receive 52,000 shares of the Company's common stock under this
registration statement to be issued as compensation for legal services.

                                     --20--
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation limits the liability of Directors to
the maximum extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law. Delaware law provides that the directors of a corporation will
not be personally liable to such corporation or its stockholders for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derives an improper personal benefit. The
Company's By-Laws provide that the Company shall indemnify its directors and
officers under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities, other than the payment by us of
expenses incurred or paid by our directors, officers or controlling persons in
the successful defense of any action, suit or proceedings, is asserted by such
director, officer, or controlling person in connection with any securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.

Item 7.     Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

      EXHIBIT
      NUMBER      EXHIBIT
      ------      -------

      4.1         2007 Stock Incentive Plan

      5.1         Opinion of Sichenzia Ross Friedman Ference LLPC

      23.1        Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1

      23.2        Consent of Bagell, Josephs, Levine & Company, LLC.

ITEM 9.              UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

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

                                     --21--
(ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      registration statement. 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 prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;

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

      PROVIDED, HOWEVER, that paragraphs (1)(i), and (1)(ii) do not apply if the
Registration Statement is on Form S-8 and if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      (5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

            (A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3)
      shall be deemed to be part of the registration statement as of the date
      the filed prospectus was deemed part of and included in the registration
      statement; and

            (B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
      (b)(5) or (b)(7) as part of a registration statement in reliance on Rule
      430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
      (x) for the purpose of providing the information required by Section 10(a)
      of the Securities Act of 1933 shall be deemed to be part of and included
      in the registration statement as of the earlier of the date such form of
      prospectus is first used after effectiveness or the date of the first
      contract of sale of securities in the offering described in the
      prospectus. As provided in Rule 430B, for liability purposes of the issuer
      and any person that is at that date an underwriter, such date shall be
      deemed to be a new effective date of the registration statement relating
      to the securities in the registration statement to which the prospectus
      relates, and the offering of such securities at that time shall be deemed
      to be the initial BONA FIDE offering thereof. PROVIDED, HOWEVER, that no
      statement made in a registration statement or prospectus that is part of
      the registration statement or made in a document incorporated or deemed
      incorporated by reference into the registration statement or prospectus
      that is part of the registration statement will, as to a purchaser with a
      time of contract of sale prior to such effective date, supersede or modify
      any statement that was made in the registration statement or prospectus
      that was part of the registration statement or made in any such document
      immediately prior to such effective date.

      (6) That, for the purpose of determining liability of a Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, each undersigned Registrant undertakes that in a primary offering of
securities of an undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the

                                     --22--
undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of an undersigned
      Registrant relating to the offering required to be filed pursuant to Rule
      424;

            (ii) Any free writing prospectus relating to the offering prepared
      by or on behalf of an undersigned Registrant or used or referred to by an
      undersigned Registrant;

            (iii) The portion of any other free writing prospectus relating to
      the offering containing material information about an undersigned
      Registrant or its securities provided by or on behalf of an undersigned
      Registrant; and

            (iv) Any other communication that is an offer in the offering made
      by an undersigned Registrant to the purchaser.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

      In accordance with the requirements of the Securities Act of 1933, as
amended, 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
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 24, 2007.

                                        Conolog Corporation
                                        By:  /s/ Robert Benou
                                             -----------------------------------
                                             Robert Benou
                                             CHIEF EXECUTIVE OFFICER
                                             (PRINCIPAL EXECUTIVE OFFICER)

                                     By:     /s/ Robert Benou
                                             -----------------------------------
                                             Robert Benou
                                             CHIEF FINANCIAL OFFICER
                                             (PRINCIPAL FINANCIAL AND
                                             ACCOUNTING OFFICER)
POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Robert S. Benou and Marc R. Benou and each of them, his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all

                                     --23--
capacities, to sign any and all amendments (including post-effective amendments)
and additions to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents 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 or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

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

Date: May 24, 2007                      /s/  Robert S. Benou
                                             --------------------------------
                                             Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director

Date: May 24, 2007                      /s/  Marc R. Benou
                                             --------------------------------
                                             Marc R. Benou
                                             President, Chief Operating Officer,
                                             Secretary and Director

Date: May 24, 2007                      /s/  Louis S. Massad
                                             --------------------------------
                                             Louis S. Massad
                                             Director

Date: May 24, 2007                       /s/  Edward J. Rielly
                                              --------------------------------
                                              Edward J. Rielly
                                              Director

Date: May 24, 2007                       /s/  David M. Peison
                                              --------------------------------
                                              David M. Peison
                                              Director

                                     --24--