<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           RADIANT ENERGY CORPORATION

             (Exact name of Registrant as specified in its charter)

                                   Canada N/A

      (State or other jurisdiction of (IRS Employer Identification Number)
                         incorporation or organization)
                                 40 Centre Drive

                          Orchard Park, New York 14217

                                 (716) 662-0022

          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive office)

                  Radiant Energy Corporation Stock Option Plan

                              (Full title of plan)

Colin V.F. Digout                                Ward B. Hinkle, Esq.
Chief Operating Officer                          Hodgson, Russ, Andrews, Woods
Radiant Energy Corporation                        & Goodyear, LLP
40 Centre Drive                                  One M&T Plaza, Suite 2000
Orchard Park, New York 14217                     Buffalo, New York 14203
(716)662-0022 (716) 856-4000

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

                         CALCULATION OF REGISTRATION FEE

 ------------- -------------- ---------- ------------ --------------
                                         Proposed     Proposed
                                         Maximum      Maximum

Title of                      Offering   Aggregate    Amount of
Securities to  Amount to be   Price Per  Offering     Registration
be Registered  Registered     Share (1)  Price   (1)  Fee
-------------  -----------    -----      ------       ---
Common Stock   2,090,178      $3.1639    $6,613,114   $1,746
-------------- -------------- ---------- ------------ --------------

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(c) and based upon the U.S.  dollar  equivalent  of the
average of the bid and asked price of the common stock  reported on the Canadian
Dealing  Network,  Inc. for July 27, 2000. On that date,  the average of the bid
and asked price was $4.675 CDN and the  exchange  rate was $1.4776 CDN per $1.00
U.S.

<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

     Radiant Energy Corporation ("Radiant" or the "Company") hereby incorporates
by reference in this  Registration  Statement the following  documents that have
been filed with the Securities and Exchange Commission (the "Commission"):

(a)  The Company's Form 10-SB  Registration  Statement filed with the Commission
     on  February  23,  2000 and as  amended by  Amendment  No. 1 filed with the
     Commission on July 14, 2000;

(b)  All other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Securities  Exchange Act of 1934 (the "Exchange  Act") since the end
     of the fiscal year covered by the  registrant  document  referred to in (a)
     above; and

(c)  The  description of the Company's  common stock  contained in the Company's
     registration  statement  filed with the Commission  under Section 12 of the
     Exchange  Act,  including  any amendment or report filed for the purpose of
     updating that description.

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

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers

     The  Company's  by-laws  provide  that  directors  and  officers  shall  be
indemnified by the Company from and against all liabilities,  costs and expenses
in respect to any action  brought  against  them  relating to their  duties as a
director or officer.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed with this registration statement:

Exhibit
Number                             Description
------                             -----------

4(a)     Radiant Energy Corporation Stock Option Plan   (1)

4(b)     *Radiant Energy Corporation Stock Option Agreement

5        *Legal Opinion of Wildeboer Rand Thomson Apps & Dellelce, LLP

23(a)    *Consent of Ernst & Young LLP

23(b)    *The  consent  of  Wildeboer  Rand  Thomson  Apps &  Dellelce,  LLP  is
          contained in their legal opinion,  which is filed as Exhibit 5 to this
          Registration Statement

(1)  Filed as Exhibit  6(k) to the  Company's  Form 10-SB filed on February  23,
     2000 and incorporated herein by reference.

*    Filed herewith.

Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic 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; and

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

          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (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.

          (c) The undersigned  registrant  hereby undertakes to deliver or cause
     to be delivered with the prospectus,  to each person to whom the prospectus
     is sent or given,  the latest  annual  report to security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3  under the  Exchange
     Act; and, where interim financial  information  required to be presented by
     Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
     or cause to be delivered to each person to whom the  prospectus  is sent or
     given,  the latest  quarterly  report that is specifically  incorporated by
     reference in the prospectus to provide such interim financial information.

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

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirement  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Orchard Park, New York on July 27, 2000.

                                                RADIANT ENERGY CORPORATION

                                                BY:/s/ Colin V.F. Digout
                                                   ----------------------------
                                                   Colin V.F. Digout
                                                   Chief Operating Officer,
                                                   Chief Financial Officer,
                                                   Secretary and Treasurer

<PAGE>

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

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

/s/ Colin V.F. Digout                   Chief Operating Officer, Chief Financial          July 27, 2000
------------------------------------
(Colin V.F. Digout)                     Officer, Secretary and Treasurer (Principal
                                        Executive Officer and Principal Financial
                                        Officer)

/s/ David A. Williams                   Chairman of the Board and Director                July 27, 2000
------------------------------------
(David A. Williams)

/s/ John Chew                           Director                                          July 28, 2000
-------------------------------------
(John Chew)

                                        Director                                          July ___, 2000
------------------------------------
(Michael Lupynec)

/s/ John M. Marsh                       Director                                          July 27, 2000
----------------------------
(John M. Marsh)

                                        Director                                          July ___, 2000
-------------------------------------
(Robert J. Metcalfe)

                                        Director                                          July ___, 2000
------------------------------------
(Thomas J. Motherway)
/s/ Gregory G. O'Hara                   Director                                          July 26, 2000
-------------------------------------
(Gregory G. O'Hara)

/s/ Timothy P. Seel                     Director                                          July 27, 2000
-------------------------------------
(Timothy P. Seel)

</TABLE>
<PAGE>

                                  EXHIBIT INDEX
Exhibit
Number                             Description

4(a)      Radiant Energy Corporation Stock Option Plan (1)

4(b)      *Radiant Energy Corporation Stock Option Agreement

5         *Legal Opinion of Wildeboer Rand Thomson Apps & Dellelce, LLP

23(a)     *Consent of Ernst & Young LLP

23(b)     *The  consent  of  Wildeboer  Rand  Thomson  Apps  &  Dellelce  LLP is
          contained in their legal opinion,  which is filed as Exhibit 5 to this
          Registration Statement


(1)  Filed as Exhibit  6(k) to  Radiant's  Form 10-SB filed on February 23, 2000
     and incorporated herein by reference.

*    Filed herewith.

<PAGE>

Exhibit 4(b)

                RADIANT ENERGY CORPORATION STOCK OPTION AGREEMENT

WHEREAS, ___________ (called the "Optionee") is a Director, Employee or Officer,
or their designee,  of Radiant Energy Corporation or its wholly owned subsidiary
Radiant Aviation Services, Inc. (hereinafter called the "Company");

NOW, THEREFORE,  the Company hereby grants to the Optionee an option to purchase
__________ shares of the Common Stock of the Company at the price of $__________
CDN per share ("Option Price"),  and agrees to cause certificates for any shares
purchased hereunder to be delivered to the Optionee upon receipt of the purchase
price, all subject, however, to the terms and conditions hereinafter set forth.

     1.   This option shall be subject to the terms and conditions  contained in
          the Stock Option Plan of the Company and attached hereto.

     2.   This option  shall not be  exercised  until three  months have elapsed
          from the date hereof.

     3.   This option shall  expire five (5) years from the date  granted  (date
          1999)

Executed at Buffalo, New York this _____ day of ___________, 1999.

                                                 Radiant Energy Corporation

                                                 By:
                                                    ----------------------------
                                                    Colin V.F. Digout
                                                    Secretary/Treasurer

The undersigned  Optionee hereby acknowledges receipt of an executed original of
the Stock Option Agreement.


                                                ------------------------------
                                                 Optionee


<PAGE>

                           RADIANT ENERGY CORPORATION
                         STOCK OPTION PLAN EXERCISE FORM

Date:


To:

From:

Subject: Stock Option Exercise Form

                                                                Canadian $
                                                                ----------------

1.        Date of grant                                         ----------------

2.       Date of exercise                                       ----------------

3.       Number of shares to be exercised                       ----------------

4.       Option price                                           ----------------

5.       Option amount (3 x 4=5)                                ----------------
         (Check payable to Radiant Energy Corp. in
         Canadian dollars)

6.       Market price date of exercise                          ----------------
         (closing price on prev. day)

7.       Taxable Gain [(6 x 3)-5]                               ----------------



                                                                ----------------
                                                                Signature

<PAGE>

Exhibit 5

WILDEBOER RAND THOMSON APPS & DELLELCE, LLP
BARRISTERS AND SOLICITORS
TEL: (416) 361-3121 FAX: (416) 361-1790                    SUITE 810, P.O. BOX 4
                                                          1 FIRST CANADIAN PLACE
                                                                TORONTO, ONTARIO
                                                                         M5X 1A9

July 31, 2000

Radiant Energy Corporation
40 Centre Drive
Orchard Park, New York 14217

Ladies and Gentlemen:

Re:      Radiant Energy Corporation - Registration Statement on Form S-8

We  act  as  Canadian   legal  counsel  to  Radiant  Energy   Corporation   (the
"Corporation").

This opinion is being  furnished  to you in  connection  with the  Corporation's
Registration  Statement on Form S-8 (the  "Registration  Statement") filed under
the Securities  Act of 1933 (the "Act")  relating to the offer and sale of up to
2,090,178   common  shares  of  the   Corporation  (  the  "Shares")  under  the
Corporation's  employee stock option plan adopted  February 13, 1996, as amended
on April 3, 1998 (the "Plan").

We have examined such statutes,  public and corporate records of the Corporation
and such  documents  and  certificates  of officers of the  Corporation,  public
officials and others and  considered  such  questions of law and conducted  such
other investigations as we have considered relevant and necessary as a basis for
the opinion expressed herein.

For the  purposes  of this  opinion,  we have  assumed the  authenticity  of all
documents  submitted to us as originals and the conformity to authentic original
documents submitted to us as certified, photostatic or facsimile copies. We have
also  assumed  that  all  corporate  records  reviewed  by us are  accurate  and
complete.

Based upon and subject to the foregoing,  we are of the opinion that the Shares,
when issued and sold in accordance with the Plan, will be legally issued,  fully
paid and non-assessable.

We  are  qualified  to  practice  law  only  in the  Province  of  Ontario  and,
accordingly, the opinion expressed herein is limited to the laws of the Province
of Ontario and the federal laws of Canada applicable therein.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

Yours truly,
/s/ Wildeboer Rand Thomson Apps & Dellelce, LLP

<PAGE>

EXHIBIT 23(a)

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Radiant  Energy  Corporation  of our report  dated  January 10, 2000
[except  as to note 11 which is as  February  11,  2000],  with  respect  to the
consolidated  financial statements of Radiant Energy Corporation included in the
Registration  Statement  on Form 10-SB filed with the  Securities  and  Exchange
Commission  on February 23, 2000 and as amended by Amendment No. 1 filed on July
14, 2000.

                                                           /s/ Ernst & Young LLP

Hamilton, Canada
July 28, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19944}]
{"company-data": {"conformed-name": "RADIANT ENERGY CORP", "cik": "0001107415", "assigned-sic": "3728", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42712", "film-number": "683241"}, "business-address": {"street1": "40 CENTRE DR", "city": "ORCHARD PARK", "state": "NY", "zip": "14127", "phone": "7166620022"}, "mail-address": {"street1": "40 CENTRE DR", "city": "ORCHARD PARK", "state": "NY", "zip": "14127"}}
SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           RADIANT ENERGY CORPORATION

             (Exact name of Registrant as specified in its charter)

                                   Canada N/A

      (State or other jurisdiction of (IRS Employer Identification Number)
                         incorporation or organization)
                                 40 Centre Drive

                          Orchard Park, New York 14217

                                 (716) 662-0022

          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive office)

                  Radiant Energy Corporation Stock Option Plan

                              (Full title of plan)

Colin V.F. Digout                                Ward B. Hinkle, Esq.
Chief Operating Officer                          Hodgson, Russ, Andrews, Woods
Radiant Energy Corporation                        & Goodyear, LLP
40 Centre Drive                                  One M&T Plaza, Suite 2000
Orchard Park, New York 14217                     Buffalo, New York 14203
(716)662-0022 (716) 856-4000

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

                         CALCULATION OF REGISTRATION FEE

 ------------- -------------- ---------- ------------ --------------
                                         Proposed     Proposed
                                         Maximum      Maximum

Title of                      Offering   Aggregate    Amount of
Securities to  Amount to be   Price Per  Offering     Registration
be Registered  Registered     Share (1)  Price   (1)  Fee
-------------  -----------    -----      ------       ---
Common Stock   2,090,178      $3.1639    $6,613,114   $1,746
-------------- -------------- ---------- ------------ --------------

(1) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule 457(c) and based upon the U.S.  dollar  equivalent  of the
average of the bid and asked price of the common stock  reported on the Canadian
Dealing  Network,  Inc. for July 27, 2000. On that date,  the average of the bid
and asked price was $4.675 CDN and the  exchange  rate was $1.4776 CDN per $1.00
U.S.
PART II

               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

     Radiant Energy Corporation ("Radiant" or the "Company") hereby incorporates
by reference in this  Registration  Statement the following  documents that have
been filed with the Securities and Exchange Commission (the "Commission"):

(a)  The Company's Form 10-SB  Registration  Statement filed with the Commission
     on  February  23,  2000 and as  amended by  Amendment  No. 1 filed with the
     Commission on July 14, 2000;

(b)  All other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Securities  Exchange Act of 1934 (the "Exchange  Act") since the end
     of the fiscal year covered by the  registrant  document  referred to in (a)
     above; and

(c)  The  description of the Company's  common stock  contained in the Company's
     registration  statement  filed with the Commission  under Section 12 of the
     Exchange  Act,  including  any amendment or report filed for the purpose of
     updating that description.

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

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers

     The  Company's  by-laws  provide  that  directors  and  officers  shall  be
indemnified by the Company from and against all liabilities,  costs and expenses
in respect to any action  brought  against  them  relating to their  duties as a
director or officer.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed with this registration statement:

Exhibit
Number                             Description
------                             -----------

4(a)     Radiant Energy Corporation Stock Option Plan   (1)

4(b)     *Radiant Energy Corporation Stock Option Agreement

5        *Legal Opinion of Wildeboer Rand Thomson Apps & Dellelce, LLP

23(a)    *Consent of Ernst & Young LLP

23(b)    *The  consent  of  Wildeboer  Rand  Thomson  Apps &  Dellelce,  LLP  is
          contained in their legal opinion,  which is filed as Exhibit 5 to this
          Registration Statement

(1)  Filed as Exhibit  6(k) to the  Company's  Form 10-SB filed on February  23,
     2000 and incorporated herein by reference.

*    Filed herewith.

Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic 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; and

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

          (b) The undersigned registrant hereby undertakes that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (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.

          (c) The undersigned  registrant  hereby undertakes to deliver or cause
     to be delivered with the prospectus,  to each person to whom the prospectus
     is sent or given,  the latest  annual  report to security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3  under the  Exchange
     Act; and, where interim financial  information  required to be presented by
     Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
     or cause to be delivered to each person to whom the  prospectus  is sent or
     given,  the latest  quarterly  report that is specifically  incorporated by
     reference in the prospectus to provide such interim financial information.

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

Pursuant  to the  requirement  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Orchard Park, New York on July 27, 2000.

                                                RADIANT ENERGY CORPORATION

                                                BY:/s/ Colin V.F. Digout
                                                   ----------------------------
                                                   Colin V.F. Digout
                                                   Chief Operating Officer,
                                                   Chief Financial Officer,
                                                   Secretary and Treasurer
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated:
/s/ Colin V.F. Digout                   Chief Operating Officer, Chief Financial          July 27, 2000
------------------------------------
(Colin V.F. Digout)                     Officer, Secretary and Treasurer (Principal
                                        Executive Officer and Principal Financial
                                        Officer)

/s/ David A. Williams                   Chairman of the Board and Director                July 27, 2000
------------------------------------
(David A. Williams)

/s/ John Chew                           Director                                          July 28, 2000
-------------------------------------
(John Chew)

                                        Director                                          July ___, 2000
------------------------------------
(Michael Lupynec)

/s/ John M. Marsh                       Director                                          July 27, 2000
----------------------------
(John M. Marsh)

                                        Director                                          July ___, 2000
-------------------------------------
(Robert J. Metcalfe)

                                        Director                                          July ___, 2000
------------------------------------
(Thomas J. Motherway)
/s/ Gregory G. O'Hara                   Director                                          July 26, 2000
-------------------------------------
(Gregory G. O'Hara)

/s/ Timothy P. Seel                     Director                                          July 27, 2000
-------------------------------------
(Timothy P. Seel)
EXHIBIT INDEX
Exhibit
Number                             Description

4(a)      Radiant Energy Corporation Stock Option Plan (1)

4(b)      *Radiant Energy Corporation Stock Option Agreement

5         *Legal Opinion of Wildeboer Rand Thomson Apps & Dellelce, LLP

23(a)     *Consent of Ernst & Young LLP

23(b)     *The  consent  of  Wildeboer  Rand  Thomson  Apps  &  Dellelce  LLP is
          contained in their legal opinion,  which is filed as Exhibit 5 to this
          Registration Statement

(1)  Filed as Exhibit  6(k) to  Radiant's  Form 10-SB filed on February 23, 2000
     and incorporated herein by reference.

*    Filed herewith.
Exhibit 4(b)

                RADIANT ENERGY CORPORATION STOCK OPTION AGREEMENT

WHEREAS, ___________ (called the "Optionee") is a Director, Employee or Officer,
or their designee,  of Radiant Energy Corporation or its wholly owned subsidiary
Radiant Aviation Services, Inc. (hereinafter called the "Company");

NOW, THEREFORE,  the Company hereby grants to the Optionee an option to purchase
__________ shares of the Common Stock of the Company at the price of $__________
CDN per share ("Option Price"),  and agrees to cause certificates for any shares
purchased hereunder to be delivered to the Optionee upon receipt of the purchase
price, all subject, however, to the terms and conditions hereinafter set forth.

     1.   This option shall be subject to the terms and conditions  contained in
          the Stock Option Plan of the Company and attached hereto.

     2.   This option  shall not be  exercised  until three  months have elapsed
          from the date hereof.

     3.   This option shall  expire five (5) years from the date  granted  (date
          1999)

Executed at Buffalo, New York this _____ day of ___________, 1999.

                                                 Radiant Energy Corporation

                                                 By:
                                                    ----------------------------
                                                    Colin V.F. Digout
                                                    Secretary/Treasurer

The undersigned  Optionee hereby acknowledges receipt of an executed original of
the Stock Option Agreement.

                                                ------------------------------
                                                 Optionee
RADIANT ENERGY CORPORATION
                         STOCK OPTION PLAN EXERCISE FORM

Date:

To:

From:

Subject: Stock Option Exercise Form

                                                                Canadian $
                                                                ----------------

1.        Date of grant                                         ----------------

2.       Date of exercise                                       ----------------

3.       Number of shares to be exercised                       ----------------

4.       Option price                                           ----------------

5.       Option amount (3 x 4=5)                                ----------------
         (Check payable to Radiant Energy Corp. in
         Canadian dollars)

6.       Market price date of exercise                          ----------------
         (closing price on prev. day)

7.       Taxable Gain [(6 x 3)-5]                               ----------------

                                                                ----------------
                                                                Signature
Exhibit 5

WILDEBOER RAND THOMSON APPS & DELLELCE, LLP
BARRISTERS AND SOLICITORS
TEL: (416) 361-3121 FAX: (416) 361-1790                    SUITE 810, P.O. BOX 4
                                                          1 FIRST CANADIAN PLACE
                                                                TORONTO, ONTARIO
                                                                         M5X 1A9

July 31, 2000

Radiant Energy Corporation
40 Centre Drive
Orchard Park, New York 14217

Ladies and Gentlemen:

Re:      Radiant Energy Corporation - Registration Statement on Form S-8

We  act  as  Canadian   legal  counsel  to  Radiant  Energy   Corporation   (the
"Corporation").

This opinion is being  furnished  to you in  connection  with the  Corporation's
Registration  Statement on Form S-8 (the  "Registration  Statement") filed under
the Securities  Act of 1933 (the "Act")  relating to the offer and sale of up to
2,090,178   common  shares  of  the   Corporation  (  the  "Shares")  under  the
Corporation's  employee stock option plan adopted  February 13, 1996, as amended
on April 3, 1998 (the "Plan").

We have examined such statutes,  public and corporate records of the Corporation
and such  documents  and  certificates  of officers of the  Corporation,  public
officials and others and  considered  such  questions of law and conducted  such
other investigations as we have considered relevant and necessary as a basis for
the opinion expressed herein.

For the  purposes  of this  opinion,  we have  assumed the  authenticity  of all
documents  submitted to us as originals and the conformity to authentic original
documents submitted to us as certified, photostatic or facsimile copies. We have
also  assumed  that  all  corporate  records  reviewed  by us are  accurate  and
complete.

Based upon and subject to the foregoing,  we are of the opinion that the Shares,
when issued and sold in accordance with the Plan, will be legally issued,  fully
paid and non-assessable.

We  are  qualified  to  practice  law  only  in the  Province  of  Ontario  and,
accordingly, the opinion expressed herein is limited to the laws of the Province
of Ontario and the federal laws of Canada applicable therein.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

Yours truly,
/s/ Wildeboer Rand Thomson Apps & Dellelce, LLP
EXHIBIT 23(a)

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of Radiant  Energy  Corporation  of our report  dated  January 10, 2000
[except  as to note 11 which is as  February  11,  2000],  with  respect  to the
consolidated  financial statements of Radiant Energy Corporation included in the
Registration  Statement  on Form 10-SB filed with the  Securities  and  Exchange
Commission  on February 23, 2000 and as amended by Amendment No. 1 filed on July
14, 2000.

                                                           /s/ Ernst & Young LLP

Hamilton, Canada
July 28, 2000