As filed with the Securities and Exchange Commission on April 6, 2005


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                 IPORUSSIA, INC.
             (Exact name of registrant as specified in its charter)

  Delaware                                                 38-3649127
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)

  12 Tompkins Avenue, Jericho, New York                      11753
  (Address of Principal Executive Offices)                   (Zip Code)

                             2002 STOCK OPTION PLAN
                            (Full title of the plan)

                                Leonard W. Suroff
                                 IPORUSSIA, Inc.
                               12 Tompkins Avenue
                             Jericho, New York 11753
                     (Name and address of agent for service)

                                 (516) 937-6600
         (Telephone number, including area code, of agent for service)

                                 with a copy to:
                             Richard A. Rubin, Esq.
                              Troutman Sanders LLP
                    405 Lexington Avenue, New York, NY 10174
                            Telephone: (212) 704-6000
                               Fax: (212) 704-6288

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                             Proposed            Proposed
Title of                                                     maximum             maximum
each class                              Amount               offering            aggregate         Amount of
of securities                           to be                price per           offering          registration
to be registered                        registered(1)        share (2)           price  (2)        fee (2)

-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                 <C>               <C>
Common Stock, $.0001 par value          3,000,000 shs        $1.07               $3,210,000        $377.82
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     2002 Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant to Rules 457(h) and 457(c),  the average of the bid and
     asked  prices  of the  registrant's  Common  Stock in the  Over-The-Counter
     Market on April 5, 2005.


<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  heretofore  filed  by the  Company  with the
Securities  and Exchange  Commission  (File No.  000-51076)  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the "1934 Act") are  incorporated
herein by reference:

         (a) The  registrant's  Annual  Report on Form 10-KSB for the year ended
December 31, 2004;

         (b) The description of the  registrant's  Common Stock contained in the
registrant's Registration Statement on Form 8-A filed on December 14, 2004 under
the 1934 Act.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.










                                      II-1
<PAGE>




Item 6.  Indemnification of Directors and Officers.

         Both our certificate of incorporation and by-laws provide that we shall
indemnify,   to  the  fullest  extent   permitted  under  the  Delaware  General
Corporation Law, all persons that we have the power to indemnify under that law.
Our  employment  agreements  with  Messrs.  Kuznetsov  and Suroff  require us to
indemnify  each,  to the fullest  extent  permitted  by  applicable  law and our
certificate of  incorporation,  against  expenses,  including  attorneys'  fees,
actually and  necessarily  incurred by him in connection with the defense of any
legal  activity,  regardless  of  whether  criminal,  civil,  administrative  or
investigative  in nature,  to which he is made a party by reason of his being or
having been an officer of us.

         Section 145 of the General  Corporation  Law of Delaware  provides,  in
general, that a corporation  incorporated in the State of Delaware,  such as us,
may  indemnify  any person who was or is a party,  or is threatened to be made a
party, to any threatened, pending or completed action by reason of the fact that
the person is or was a director,  officer, employee or agent of the corporation,
or is or was serving in that  capacity in another  enterprise  at the request of
the corporation,  against expenses (including attorneys' fees), judgments, fines
and amounts paid in  settlement  that are actually  and  reasonably  incurred in
connection with the action, provided the person acted:

          o    in good faith,
          o    in a  manner  the  person  reasonably  believed  to be in or  not
               opposed to the best interests of the corporation, and
          o    with  respect  to  any  criminal  action  or  proceeding,  had no
               reasonable cause to believe the person's conduct was unlawful.

         However,  in the case of a  derivative  action,  an action by or in the
right of the  corporation,  the  corporation  may indemnify  the person  against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in
connection  with the defense or  settlement of the action if the person acted in
good  faith  and in a manner  the  person  reasonably  believed  to be in or not
opposed to the best interests of the corporation. No indemnification may be made
in respect of any matter as to which the person is  adjudged to be liable to the
corporation  except to the extent that the court determines the person is fairly
and reasonably entitled to indemnity for such expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.
















                                      II-2
<PAGE>


ITEM 8.  EXHIBITS.

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

4(a)(i)+       Certificate of  Incorporation  of IPORUSSIA,  INC., as filed with
               the Secretary of State of the State of Delaware on April 1, 2002.

4(a)(ii)+      Certificate of Amendment of Certificate of  Incorporation  Before
               Payment of Capital,  as filed with the  Secretary of State of the
               State of Delaware on April 12, 2002.

4(b)+          By-laws of IPORUSSIA, INC.

5*             Opinion of Troutman Sanders LLP as to the legality of the Common
               Stock being offered and consent.

23(a)*         Consent of Aaron Stein, CPA.

23(b)*         Consent of Troutman Sanders LLP (included in Exhibit 5).

24**           Powers of Attorney of officers and directors of the registrant.

99.1+          Registrant's 2002 Stock Option Plan.

99.2o          Forms of stock option  contracts  for the grant of stock  options
               under the 2002 Stock Option Plan of IPORUSSIA, INC.
--------------
*    Filed herewith.

+    Incorporated   by  reference  to  the  identical   exhibit  number  to  our
     Registration Statement on Form SB-2, File No. 333-98247.

o    Incorporated  by reference to Exhibit  10.1(b) to our Annual Report on Form
     10-KSB for the year ended December 31, 2004, File No. 000-51076.

**   Filed as part of the signature page of this Registration Statement.







                                      II-3
<PAGE>



ITEM 9.  UNDERTAKINGS.

         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;

             (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) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
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.

         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  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         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  provisions  described  under Item 6 above,  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.






                                      II-4
<PAGE>





                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Village of Jericho,  State of New York,  on the 6th day of
April, 2005.

                                 IPORUSSIA, INC.


                                 By:  /s/ Leonard W. Suroff
                                      ------------------------------------------
                                          Leonard W. Suroff,
                                          Executive Vice President, Secretary
                                          and Treasurer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Leonard W.  Suroff and  Vladimir  F.
Kuznetsov and each of them with power of substitution,  as his attorney-in-fact,
in all  capacities,  to  sign  any  amendments  to this  registration  statement
(including  post-effective  amendments)  and to file  the  same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-facts  or their  substitutes  may do or  cause to be done by  virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 6th day of April, 2005.




            Name                                            Title
            ----                                            -----


/s/ Vladimir F. Kuznetsov               President (principal executive officer)
----------------------------            and Director
Vladimir F. Kuznetsov



/s/ Leonard W. Suroff                   Executive Vice President, Secretary,
----------------------------            Treasurer (principal financial and
Leonard W. Suroff                       accounting officer) and Director


/s/ Richard Bernstein                   Director
----------------------------
Richard Bernstein






                                      II-5
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

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

4(a)(i)+       Certificate of  Incorporation  of IPORUSSIA,  INC., as filed with
               the Secretary of State of the State of Delaware on April 1, 2002.

4(a)(ii)+      Certificate of Amendment of Certificate of  Incorporation  Before
               Payment of Capital,  as filed with the  Secretary of State of the
               State of Delaware on April 12, 2002.

4(b)+          By-laws of IPORUSSIA, INC.

5*             Opinion of Troutman Sanders LLP as to the legality of the Common
               Stock being offered and consent.

23(a)*         Consent of Aaron Stein, CPA.

23(b)*         Consent of Troutman Sanders LLP (included in Exhibit 5).

24**           Powers of Attorney of officers and directors of the registrant.

99.1+          Registrant's 2002 Stock Option Plan.

99.2o          Forms of stock option  contracts  for the grant of stock  options
               under the 2002 Stock Option Plan of IPORUSSIA, INC.
--------------
*    Filed herewith.

+    Incorporated   by  reference  to  the  identical   exhibit  number  to  our
     Registration Statement on Form SB-2, File No. 333-98247.

o    Incorporated  by reference to Exhibit  10.1(b) to our Annual Report on Form
     10-KSB for the year ended December 31, 2004, File No. 000-51076.

**   Filed as part of the signature page of this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "forms8-03312005.txt", "description": "APRIL 1, 2005", "secsgml_size_bytes": 17132}]
{"company-data": {"conformed-name": "IPORUSSIA INC", "cik": "0001179090", "assigned-sic": "8742", "irs-number": "383649127", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123899", "film-number": "05737430"}, "mail-address": {"street1": "12 TOMPKINS AVENUE", "city": "JERICHO", "state": "NY", "zip": "11753-1920"}}
As filed with the Securities and Exchange Commission on April 6, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                 IPORUSSIA, INC.
             (Exact name of registrant as specified in its charter)

  Delaware                                                 38-3649127
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)

  12 Tompkins Avenue, Jericho, New York                      11753
  (Address of Principal Executive Offices)                   (Zip Code)

                             2002 STOCK OPTION PLAN
                            (Full title of the plan)

                                Leonard W. Suroff
                                 IPORUSSIA, Inc.
                               12 Tompkins Avenue
                             Jericho, New York 11753
                     (Name and address of agent for service)

                                 (516) 937-6600
         (Telephone number, including area code, of agent for service)

                                 with a copy to:
                             Richard A. Rubin, Esq.
                              Troutman Sanders LLP
                    405 Lexington Avenue, New York, NY 10174
                            Telephone: (212) 704-6000
                               Fax: (212) 704-6288

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                             Proposed            Proposed
Title of                                                     maximum             maximum
each class                              Amount               offering            aggregate         Amount of
of securities                           to be                price per           offering          registration
to be registered                        registered(1)        share (2)           price  (2)        fee (2)

-------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value          3,000,000 shs        $1.07               $3,210,000        $377.82
-------------------------------------------------------------------------------------------------------------------
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     2002 Stock Option Plan.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant to Rules 457(h) and 457(c),  the average of the bid and
     asked  prices  of the  registrant's  Common  Stock in the  Over-The-Counter
     Market on April 5, 2005.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  heretofore  filed  by the  Company  with the
Securities  and Exchange  Commission  (File No.  000-51076)  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the "1934 Act") are  incorporated
herein by reference:

         (a) The  registrant's  Annual  Report on Form 10-KSB for the year ended
December 31, 2004;

         (b) The description of the  registrant's  Common Stock contained in the
registrant's Registration Statement on Form 8-A filed on December 14, 2004 under
the 1934 Act.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Both our certificate of incorporation and by-laws provide that we shall
indemnify,   to  the  fullest  extent   permitted  under  the  Delaware  General
Corporation Law, all persons that we have the power to indemnify under that law.
Our  employment  agreements  with  Messrs.  Kuznetsov  and Suroff  require us to
indemnify  each,  to the fullest  extent  permitted  by  applicable  law and our
certificate of  incorporation,  against  expenses,  including  attorneys'  fees,
actually and  necessarily  incurred by him in connection with the defense of any
legal  activity,  regardless  of  whether  criminal,  civil,  administrative  or
investigative  in nature,  to which he is made a party by reason of his being or
having been an officer of us.

         Section 145 of the General  Corporation  Law of Delaware  provides,  in
general, that a corporation  incorporated in the State of Delaware,  such as us,
may  indemnify  any person who was or is a party,  or is threatened to be made a
party, to any threatened, pending or completed action by reason of the fact that
the person is or was a director,  officer, employee or agent of the corporation,
or is or was serving in that  capacity in another  enterprise  at the request of
the corporation,  against expenses (including attorneys' fees), judgments, fines
and amounts paid in  settlement  that are actually  and  reasonably  incurred in
connection with the action, provided the person acted:

          o    in good faith,
          o    in a  manner  the  person  reasonably  believed  to be in or  not
               opposed to the best interests of the corporation, and
          o    with  respect  to  any  criminal  action  or  proceeding,  had no
               reasonable cause to believe the person's conduct was unlawful.

         However,  in the case of a  derivative  action,  an action by or in the
right of the  corporation,  the  corporation  may indemnify  the person  against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in
connection  with the defense or  settlement of the action if the person acted in
good  faith  and in a manner  the  person  reasonably  believed  to be in or not
opposed to the best interests of the corporation. No indemnification may be made
in respect of any matter as to which the person is  adjudged to be liable to the
corporation  except to the extent that the court determines the person is fairly
and reasonably entitled to indemnity for such expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                      II-2
ITEM 8.  EXHIBITS.

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

4(a)(i)+       Certificate of  Incorporation  of IPORUSSIA,  INC., as filed with
               the Secretary of State of the State of Delaware on April 1, 2002.

4(a)(ii)+      Certificate of Amendment of Certificate of  Incorporation  Before
               Payment of Capital,  as filed with the  Secretary of State of the
               State of Delaware on April 12, 2002.

4(b)+          By-laws of IPORUSSIA, INC.

5*             Opinion of Troutman Sanders LLP as to the legality of the Common
               Stock being offered and consent.

23(a)*         Consent of Aaron Stein, CPA.

23(b)*         Consent of Troutman Sanders LLP (included in Exhibit 5).

24**           Powers of Attorney of officers and directors of the registrant.

99.1+          Registrant's 2002 Stock Option Plan.

99.2o          Forms of stock option  contracts  for the grant of stock  options
               under the 2002 Stock Option Plan of IPORUSSIA, INC.
--------------
*    Filed herewith.

+    Incorporated   by  reference  to  the  identical   exhibit  number  to  our
     Registration Statement on Form SB-2, File No. 333-98247.

o    Incorporated  by reference to Exhibit  10.1(b) to our Annual Report on Form
     10-KSB for the year ended December 31, 2004, File No. 000-51076.

**   Filed as part of the signature page of this Registration Statement.

                                      II-3
ITEM 9.  UNDERTAKINGS.

         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;

             (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) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
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.

         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  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         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  provisions  described  under Item 6 above,  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.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Village of Jericho,  State of New York,  on the 6th day of
April, 2005.

                                 IPORUSSIA, INC.

                                 By:  /s/ Leonard W. Suroff
                                      ------------------------------------------
                                          Leonard W. Suroff,
                                          Executive Vice President, Secretary
                                          and Treasurer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Leonard W.  Suroff and  Vladimir  F.
Kuznetsov and each of them with power of substitution,  as his attorney-in-fact,
in all  capacities,  to  sign  any  amendments  to this  registration  statement
(including  post-effective  amendments)  and to file  the  same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-facts  or their  substitutes  may do or  cause to be done by  virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 6th day of April, 2005.

            Name                                            Title
            ----                                            -----

/s/ Vladimir F. Kuznetsov               President (principal executive officer)
----------------------------            and Director
Vladimir F. Kuznetsov

/s/ Leonard W. Suroff                   Executive Vice President, Secretary,
----------------------------            Treasurer (principal financial and
Leonard W. Suroff                       accounting officer) and Director

/s/ Richard Bernstein                   Director
----------------------------
Richard Bernstein

                                      II-5
EXHIBIT INDEX
                                  -------------

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

4(a)(i)+       Certificate of  Incorporation  of IPORUSSIA,  INC., as filed with
               the Secretary of State of the State of Delaware on April 1, 2002.

4(a)(ii)+      Certificate of Amendment of Certificate of  Incorporation  Before
               Payment of Capital,  as filed with the  Secretary of State of the
               State of Delaware on April 12, 2002.

4(b)+          By-laws of IPORUSSIA, INC.

5*             Opinion of Troutman Sanders LLP as to the legality of the Common
               Stock being offered and consent.

23(a)*         Consent of Aaron Stein, CPA.

23(b)*         Consent of Troutman Sanders LLP (included in Exhibit 5).

24**           Powers of Attorney of officers and directors of the registrant.

99.1+          Registrant's 2002 Stock Option Plan.

99.2o          Forms of stock option  contracts  for the grant of stock  options
               under the 2002 Stock Option Plan of IPORUSSIA, INC.
--------------
*    Filed herewith.

+    Incorporated   by  reference  to  the  identical   exhibit  number  to  our
     Registration Statement on Form SB-2, File No. 333-98247.

o    Incorporated  by reference to Exhibit  10.1(b) to our Annual Report on Form
     10-KSB for the year ended December 31, 2004, File No. 000-51076.

**   Filed as part of the signature page of this Registration Statement.