As filed with the Securities and Exchange Commission on February 28, 2002

                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                         TORQUE ENGINEERING CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   83-0317306
                      (I.R.S. Employer Identification No.)

                                2932 THORNE DRIVE
                             ELKHART, INDIANA 46514
                    (Address of Principal Executive Offices)

                              CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                RICHARD D. WEDEL
                                2932 THORNE DRIVE
                             ELKHART, INDIANA 46514
                     (Name and Address of Agent For Service)

                                 (219) 264-2628
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Clayton E. Parker, Esq.
                            Ronald S. Haligman, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================== ======================== ========================= ======================== =========================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                 AMOUNT                OFFERING PRICE         AGGREGATE OFFERING               AMOUNT OF
TO BE REGISTERED               TO BE REGISTERED           PER SHARE (1)               PRICE (1)             REGISTRATION  FEE (1)
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
<S>                             <C>                               <C>                    <C>                        <C>
Common Stock, par
value $0.0001 per
share                           900,000  shares                   $0.09                  $81,000                    $19.36
--------------------------- ------------ ----------- ------------------------- ------------------------ -------------------------
</TABLE>

(1)      Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the
         proposed maximum offering price per share,  proposed maximum  aggregate
         offering price and amount of registration  fee were computed based upon
         the average of the high and low prices of the shares of Common Stock on
         February 25, 2002.


<PAGE>

                                     PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                   PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The  following   documents  have  been   previously   filed  by  Torque
Engineering  Corporation  (the  "Company")  with  the  Securities  and  Exchange
Commission (the "Commission") and are hereby incorporated by reference into this
Registration Statement as of their respective dates:

                  (a)  The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000 filed with the Commission on March 29, 2001.

                  (b) The description of the Company's Common Stock contained in
its  Registration  Statement on Form SB-2 filed with the  Commission on December
17, 2001 as amended,  pursuant to the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.


ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable.


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

         The  Company  will  indemnify  each  director,  to the  fullest  extent
permitted  by law,  from and against any and all claims of any type arising from
or related to his past or future acts or  omissions  as a director or officer of
the Company and any of our subsidiaries.  In addition, the Company has agreed to
advance all expenses of each director as they are incurred and in advance of the
final disposition of any claim.

                                       2
<PAGE>

         Pursuant  to our  Certificate  of  Incorporation,  each person (and the
heirs,  executors or  administrators of such person) who was or is a party or is
threatened to be made a party to, or is involved in any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that such  person is or was a director  or
officer of the  Company or is or was  serving at the request of the Company as a
director or officer of another corporation,  partnership, joint venture trust or
other  enterprise,  shall be indemnified and held harmless by the Company to the
fullest extent permitted by Delaware law. The right to indemnification conferred
herein shall also include the right to be paid by the  corporation  the expenses
incurred  in  connection  with any  such  proceeding  in  advance  of its  final
disposition  to the fullest  extent  authorized  by Delaware  law. The Company's
Certificate of Incorporation further eliminates personal liability of a director
to the Company or to any of our  stockholders  for monetary damages for a breach
of fiduciary duty as a director to the fullest extent permitted by Delaware law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.

                                       3
<PAGE>

ITEM 8.  EXHIBITS.
         --------
<TABLE>
<CAPTION>
EXHIBIT NO.            DESCRIPTION                                      LOCATION
--------------------   ----------------------------------------------   ---------------------------------------------
<S>                    <C>                                              <C>
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Weinberg & Company, P.A.              Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, dated February 25, 2002    Provided herewith
                       by and between Torque Engineering Corporation
                       and Peter Cardillo
</TABLE>

ITEM 9.  UNDERTAKINGS.
         ------------

         (a)      The undersigned registrant will:

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

                      (i)   Include any prospectus  required by Section 10(a)(3)
of the Act;

                      (ii)  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 a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                      (iii)   Include  any   additional   or  changed   material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement  is on Form S-3 or 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 Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2)   For  purposes of  determining  any  liability  under the
Securities  Act,  treat  each  post-effective  amendment  as 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)   File  a   post-effective   amendment   to  remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end 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 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.

                                       4
<PAGE>

         (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  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Articles 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 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.

                                       5
<PAGE>

                                 SIGNATURES

         Pursuant to 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
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Elkhart, Indiana, on February 27, 2002.

                                     TORQUE ENGINEERING CORPORATION

                                     By: /s/ Richard D. Wedel
                                         --------------------------------------
                                     Printed Name:   Richard D. Wedel
                                     Title:          Chief Executive Officer



         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Richard D. Wedel,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully 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  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.
<TABLE>
<S>      <C>                        <C>               <C>
Date:    February 27, 2002          By:               /s/ Richard D. Wedel
                                                      --------------------------------------
                                    Printed Name:     Richard D. Wedel
                                    Title:            Chief Executive Officer and Director
                                                      and Chairman of the Board of Directors


Date:    February 27, 2002          By:               /s/ Raymond B. Wedel, Jr.
                                                      --------------------------------------
                                    Printed Name:     Raymond B. Wedel, Jr.
                                    Title:            President and Director


Date:    February 27, 2002          By:               /s/ I. Paul Arcuri
                                                      ---------------------------------------
                                    Printed Name:     I. Paul Arcuri
                                    Title:            Chief Financial Officer and Director
</TABLE>

                                       6
<PAGE>




                                  EXHIBIT LIST
<TABLE>
EXHIBIT NO.            DESCRIPTION                                      LOCATION
--------------------   ----------------------------------------------   ----------------------------------------------
<S>                    <C>                                              <C>
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Weinberg & Company, P.A.              Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, dated February 25, 2002    Provided herewith
                       by and between Torque Engineering Corporation
                       and Peter Cardillo

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "tec125876.txt", "description": "FORM S-8", "secsgml_size_bytes": 19087}]
{"company-data": {"conformed-name": "TORQUE ENGINEERING CORP", "cik": "0001018675", "assigned-sic": "1311", "irs-number": "830317306", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83528", "film-number": "02562206"}, "business-address": {"street1": "2932 THORNE DRIVE", "city": "ELKHART", "state": "IN", "zip": "70518", "phone": "2192642628"}, "mail-address": {"street1": "2932 THORNE DR", "city": "ELKHART", "state": "IN", "zip": "70518"}, "former-company": {"former-conformed-name": "QUINTESSENCE OIL CO", "date-changed": "19961125"}}
As filed with the Securities and Exchange Commission on February 28, 2002

                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                         TORQUE ENGINEERING CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   83-0317306
                      (I.R.S. Employer Identification No.)

                                2932 THORNE DRIVE
                             ELKHART, INDIANA 46514
                    (Address of Principal Executive Offices)

                              CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                RICHARD D. WEDEL
                                2932 THORNE DRIVE
                             ELKHART, INDIANA 46514
                     (Name and Address of Agent For Service)

                                 (219) 264-2628
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Clayton E. Parker, Esq.
                            Ronald S. Haligman, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

                       CALCULATION OF REGISTRATION FEE
=========================== ======================== ========================= ======================== =========================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                 AMOUNT                OFFERING PRICE         AGGREGATE OFFERING               AMOUNT OF
TO BE REGISTERED               TO BE REGISTERED           PER SHARE (1)               PRICE (1)             REGISTRATION  FEE (1)
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
Common Stock, par
value $0.0001 per
share                           900,000  shares                   $0.09                  $81,000                    $19.36
--------------------------- ------------ ----------- ------------------------- ------------------------ -------------------------
(1)      Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the
         proposed maximum offering price per share,  proposed maximum  aggregate
         offering price and amount of registration  fee were computed based upon
         the average of the high and low prices of the shares of Common Stock on
         February 25, 2002.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                   PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The  following   documents  have  been   previously   filed  by  Torque
Engineering  Corporation  (the  "Company")  with  the  Securities  and  Exchange
Commission (the "Commission") and are hereby incorporated by reference into this
Registration Statement as of their respective dates:

                  (a)  The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000 filed with the Commission on March 29, 2001.

                  (b) The description of the Company's Common Stock contained in
its  Registration  Statement on Form SB-2 filed with the  Commission on December
17, 2001 as amended,  pursuant to the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable.

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

         The  Company  will  indemnify  each  director,  to the  fullest  extent
permitted  by law,  from and against any and all claims of any type arising from
or related to his past or future acts or  omissions  as a director or officer of
the Company and any of our subsidiaries.  In addition, the Company has agreed to
advance all expenses of each director as they are incurred and in advance of the
final disposition of any claim.

                                       2
Pursuant  to our  Certificate  of  Incorporation,  each person (and the
heirs,  executors or  administrators of such person) who was or is a party or is
threatened to be made a party to, or is involved in any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that such  person is or was a director  or
officer of the  Company or is or was  serving at the request of the Company as a
director or officer of another corporation,  partnership, joint venture trust or
other  enterprise,  shall be indemnified and held harmless by the Company to the
fullest extent permitted by Delaware law. The right to indemnification conferred
herein shall also include the right to be paid by the  corporation  the expenses
incurred  in  connection  with any  such  proceeding  in  advance  of its  final
disposition  to the fullest  extent  authorized  by Delaware  law. The Company's
Certificate of Incorporation further eliminates personal liability of a director
to the Company or to any of our  stockholders  for monetary damages for a breach
of fiduciary duty as a director to the fullest extent permitted by Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.

                                       3
ITEM 8.  EXHIBITS.
         --------
EXHIBIT NO.            DESCRIPTION                                      LOCATION
--------------------   ----------------------------------------------   ---------------------------------------------
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Weinberg & Company, P.A.              Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, dated February 25, 2002    Provided herewith
                       by and between Torque Engineering Corporation
                       and Peter Cardillo
ITEM 9.  UNDERTAKINGS.
         ------------

         (a)      The undersigned registrant will:

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

                      (i)   Include any prospectus  required by Section 10(a)(3)
of the Act;

                      (ii)  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 a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                      (iii)   Include  any   additional   or  changed   material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  Registration  Statement  is on Form S-3 or 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 Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2)   For  purposes of  determining  any  liability  under the
Securities  Act,  treat  each  post-effective  amendment  as 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)   File  a   post-effective   amendment   to  remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end 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 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.

                                       4
(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  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Articles 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 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.

                                       5
SIGNATURES

         Pursuant to 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
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Elkhart, Indiana, on February 27, 2002.

                                     TORQUE ENGINEERING CORPORATION

                                     By: /s/ Richard D. Wedel
                                         --------------------------------------
                                     Printed Name:   Richard D. Wedel
                                     Title:          Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Richard D. Wedel,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully 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  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.
Date:    February 27, 2002          By:               /s/ Richard D. Wedel
                                                      --------------------------------------
                                    Printed Name:     Richard D. Wedel
                                    Title:            Chief Executive Officer and Director
                                                      and Chairman of the Board of Directors

Date:    February 27, 2002          By:               /s/ Raymond B. Wedel, Jr.
                                                      --------------------------------------
                                    Printed Name:     Raymond B. Wedel, Jr.
                                    Title:            President and Director

Date:    February 27, 2002          By:               /s/ I. Paul Arcuri
                                                      ---------------------------------------
                                    Printed Name:     I. Paul Arcuri
                                    Title:            Chief Financial Officer and Director
6
EXHIBIT LIST

EXHIBIT NO.            DESCRIPTION                                      LOCATION
--------------------   ----------------------------------------------   ----------------------------------------------
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Weinberg & Company, P.A.              Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, dated February 25, 2002    Provided herewith
                       by and between Torque Engineering Corporation
                       and Peter Cardillo