Edgar Filing: AFFILIATED RESOURCES CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2001

REGISTRATION NO. 33-____________

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________

AFFILIATED RESOURCES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

COLORADO 84-1045715
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

3050 Post Oak Boulevard, Suite 1080
Houston, Texas 77056
(Address of Principal Executive Offices, Including Zip Code)
____________________

Consulting Agreements
Legal Services Agreement
(Full Title of the Plan)
____________________

Peter C. Vanucci
Chief Executive Officer
3050 Post Oak Boulevard, Suite 1080
Houston, Texas 77056
(713) 355-8940
(Name, Address, and Telephone Number of Agent for Service)

COPIES TO:

Brian A. Lebrecht, Esq.
The Lebrecht Group
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, CA 92688
(949) 635-1240

CALCULATION OF REGISTRATION FEE

Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee

Common Stock,
par value $0.003 (2) 1,558,125 $ 0.10 (1) $155,812.50 $38.96

(1) Estimated solely for the purpose of computing the amount
of the registration fee pursuant to Rule 457(c) based on the closing price as
reported by the NASDAQ Over-The-Counter Bulletin Board on February 20, 2001.

(2) Represents shares of Common Stock issued to consultants and legal
counsel of the Company. Please refer to the Selling Shareholders section
of this document.

EXPLANATORY NOTE

Affiliated Resources Corporation ("Affiliated") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act").

Under cover of this Form S-8 is a Reoffer Prospectus Affiliated prepared in
accordance with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus
may be utilized for reofferings and resales of up to 1,558,125 shares of common
stock acquired by the selling shareholders.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Affiliated will send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). Affiliated does not need to file these documents with
the commission either as part of this Registration Statement or as prospectuses
or prospectus supplements under Rule 424 of the 1933 Act.

REOFFER PROSPECTUS

AFFILIATED RESOURCES CORPORATION
3050 POST OAK BOULEVARD, SUITE 1080
HOUSTON, TEXAS 77056

1,558,125 SHARES OF COMMON STOCK

The shares of common stock, $0.003 par value per share, of Affiliated Resources
Corporation ("Affiliated" or the "Company") offered hereby (the "Shares") will
be sold from time to time by the individuals listed under the Selling
Shareholders section of this document (the "Selling Shareholders"). The Selling
Shareholders acquired the Shares pursuant to compensatory benefit plans for to
consulting and legal services that the Selling Shareholders provided to
Affiliated.

The sales may occur in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions. Affiliated will not
receive proceeds from the sale of any of the Shares. Affiliated is paying for
the expenses incurred in registering the Shares.

The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.

Affiliated's common stock is currently traded on the NASDAQ Over-the-Counter
Bulletin Board under the symbol "ARCX".

________________________

This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 11.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________

February 23, 2001

TABLE OF CONTENTS

Where You Can Find More Information 6
Incorporated Documents 6
The Company 8
Risk Factors 11
Use of Proceeds 14
Selling Shareholders 14
Plan of Distribution 14
Legal Matters 15
Experts 15

________________________

You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

Affiliated is required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act"). You may read and copy any reports, statements or other information
we file at the SEC's Public Reference Rooms at:

450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).

INCORPORATED DOCUMENTS

The SEC allows Affiliated to "incorporate by reference" information into this
Reoffer Prospectus, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus.

Affiliateds Annual Report on Form 10-KSB, dated May 17, 2000, and the Company's
Quarterly Report on Form 10-QSB, dated November 14, 2000, are incorporated
herein by reference. In addition, all documents filed or subsequently filed by
the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the termination of this offering, are incorporated by reference.

The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed
to the Chief Financial Offer at Affiliated, at Affiliateds executive offices,
located at 3050 Post Oak Boulevard, Suite 1080, Houston, Texas 77056.
Affiliateds telephone number is (713) 355-8940.

THE COMPANY

Affiliated Resources Corporation, formerly known as Synaptix Systems
Corporation (the "Company"), was incorporated in the State of Colorado in
December 1986 and became a public company in August 1987. By 1995, our
operations were focused on software development, however, as a result of a
management change in March 1998, the undeveloped software operations were
discontinued and sold. Subsequently, we were repositioned to focus on the
acquisition of industry related companies whose products or services are
technically innovative and market proven, but whose market penetration can be
significantly expanded through enhanced marketing or additional capitalization.

Our Management plans to expand the Company by the acquisition of energy
related products and companies. These acquisitions will be achieved through
selected related industry acquisitions using leverage, stock of the Company, or
a combination of both.

ChemWay
-------

On December 30, 1998, we acquired all of the issued and outstanding stock
of ChemWay Systems, Inc. (AChemWay@), from Evans Systems, Inc., a Texas
corporation ("Evans"), and Way Energy, Inc., a Delaware corporation ("Way"), in
exchange for 1,500,000 shares of our common stock. ChemWay is in the business
of producing and distributing aftermarket automotive fluids, including
automotive care and performance products, refrigerants, lubricants and solvents.
In acquiring ChemWay, we agreed to fulfill certain covenants including, but not
limited to, (i) raising at least $1,500,000 in additional proceeds from the sale
of Common Stock in a private placement, and (ii) paying the mortgage
indebtedness on ChemWay's commercial industrial facility described below (which
amounted to $232,500 plus principal and interest at December 31, 1999). Arising
out of the alleged breach by Affiliated of these obligations, Evans and Way
instituted a lawsuit against the Company.

Effective on September 26, 2000, the Company entered into a Settlement and
Rescission Agreement (the "Agreement") with Evans and Way. Under the terms of
the Agreement, which had an anticipated closing date of November 26, 2000 (the
"Closing"), Evans and Way were to terminate the lawsuit against Affiliated
currently pending in the State of Texas. In addition, Evans was to deliver to
Affiliated an aggregate of 1,500,000 shares of outstanding Affiliated common
stock for retirement, and deliver to an escrow agent an additional 1,000,000
shares of outstanding Affiliated common stock which may be retired upon payment
in full of a promissory note from Affiliated to Evans (see below). Affiliated
was to transfer to Evans all of the issued and outstanding common stock of
ChemWay. Affiliated also agreed to execute a promissory note in favor of Evans
in the principal amount of $625,000 (the "Note"). Effective on September 26,
2000, Evans and Way agreed to take over management of ChemWay and to fulfill
ChemWay's obligations to its creditors.

The Closing was to occur on the earlier of (i) the first business day
immediately following the day that Affiliated closes its acquisition of Modular
Processing Technologies, Inc., a Nevada corporation, or (ii) upon obtaining
shareholder approval for the transactions called for in the Agreement. In the
event that neither (i) nor (ii) identified above occurred on or before November
26, 2000, then the Agreement and the transactions called for therein was to
automatically terminate. In the event of an automatic termination as set forth
above, Evans and Way had the right to enter judgment against Affiliated and file
a Deed In Lieu of Foreclosure upon the ChemWay assets.

Subsequent to November 26, 2000, and because neither of the two conditions
described above occurred, Evans and Way terminated the Agreement, entered
judgment against Affiliated, and foreclosed upon the ChemWay assets pursuant to
the Deed in Lieu of Foreclosure. Evans and Way have agreed to also return an
aggregate of 1,500,000 shares of outstanding common stock, although they are
still outstanding as of the date hereof.

As of the date hereof, ChemWay is a wholly-owned subsidiary of Affiliated, but
does not have any assets.

Seneca Energy
--------------

On December 27, 1999, we acquired an 85% limited partnership interest in
Seneca Energy Partners, L.P. in exchange for the issuance of options to purchase
up to 425,000 shares of common stock at an exercise price of $0.10 per share.
In addition, we issued an aggregate of 800,000 shares of common stock as a
consulting fee related to the transaction. By focusing on the acquisition of
working interests in producing oil and gas wells and by selective offset
drilling in established fields, Seneca's strategy is to significantly add to its
reserves, generate consistent revenues, and thus build the overall book value of
the company.

Effective on December 29, 2000, we entered into a Rescission Agreement with
Seneca Energy Partners, L.P. and its general partner, Lone Star Investment
Management, LLC, to rescind the Seneca asset transaction and return the 85%
limited partnership interest to Seneca. As part of the rescission, the 425,000
options were cancelled, as was an outstanding obligation of the Company to Lone
Star for $45,000.

Modular Processing
-------------------

On September 11, 2000, we executed a letter of intent to acquire Modular
Processing Technologies, Inc., a Nevada corporation. The acquisition was
subject to the completion of due diligence and execution of a definitive
acquisition agreement between the parties. The Company's due diligence review
was never completed, and the letter of intent has expired.

Triasis Energy Partners
-------------------------

The Company has entered into negotiations to purchase a 25% interest held
by Triasis Energy Partners, LLC in Triumph Energy Partners of Texas, LLP,
subject to the execution of complete and final documents. The purchase is
anticipated to be paid by the issuance of convertible preferred stock at a face
value of $10 per share, with each share of preferred stock convertible to 2
shares of common stock. The number of shares to be issued will be determined at
closing based on the final engineering report. Current engineering estimates
place the net equity value to be purchased at $15,000,000.

As of the date hereof, the parties are still conducting due diligence on
each other.

Property
--------

As part of the foreclosure of the assets of ChemWay, as described above,
the Company has no interest in any real estate except for the two leases
described below.

The Company leases approximately 1,600 square feet of administrative office
space in Houston, Texas, and leases approximately 800 square feet of executive
offices in Brecksville, Ohio.

RISK FACTORS

In this section we highlight some of the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.

WE ARE PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN OUR
SECURITIES HIGHLY RISKY. Our financial statements include an auditor's report
containing a modification regarding an uncertainty about our ability to continue
as a going concern. As of September 30, 2000, we had an accumulated deficit of
$20,355,020 and other indications of weakness in our present financial position.
We have been operating primarily through the issuance of common stock for
services by entities, including affiliates, that we could not afford to pay in
cash. No person should invest in this offering unless they can afford to lose
their entire investment.

YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE. We have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain when we will become profitable, if at all. Failure to achieve and
maintain profitability may adversely affect the market price of our common
stock.

FUTURE CAPITAL NEEDS. To date, we have relied mostly on private funding from
the sale of restricted shares of our Common Stock and short-term borrowing to
fund our operations. To date, we have generated insufficient revenue to meet
our ongoing expenses and have extremely limited cash liquidity and capital
resources. Our future capital requirements will depend on many factors,
including our ability to market our services successfully, our cash flow from
operations, and competing market developments. Our business plan requires
additional funding beyond the proceeds previously generated from the sale of our
restricted Common Stock. Consequently, although we currently have no specific
plans or arrangements for financing, we intend to raise additional funds through
private placements, public offerings or other financings. Any equity financings
would result in dilution to our then-existing shareholders. Additionally,
sources of debt financing may result in higher interest expense. Any financing,
if available, may be on terms unfavorable to us. If adequate funds are not
obtained, we may be required to reduce or curtail operations. We currently
anticipate that our existing capital resources will not be adequate to satisfy
our current operating expenses and capital requirements for the next full fiscal
year. Consequently, we may have to secure additional financing in order to
develop our business plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK. Our Common Stock
presently trades on the Nasdaq over-the-counter bulletin board under the symbol
ARCX. There can be no assurance, however, that such market will continue or
that investors in this offering will be able to liquidate their shares acquired
in this Offering at the price herein or otherwise. There can be no assurance
that any other market will be established in the future. There can be no
assurance that an investor will be able to liquidate his or her investment
without considerable delay, if at all. The price of our Common Stock may be
highly volatile. Additionally, the factors discussed in this Risk Factors
section may have a significant impact on the market price of the shares offered
in this Reoffer Prospectus.

LEGAL PROCEEDINGS. We may from time to time be involved in various claims,
lawsuits, disputes with third parties, actions involving allegations of
discrimination, or breach of contract actions incidental to the operation of our
business. Currently, we are defendants in three actions which, if we are
unsuccessful in defending, could have a material adverse effect on our results
of operations.

1. We were previously a defendant in an action entitled Evans Systems,
Inc. and Way Energy, Inc. v. Affiliated Resources Corporation, et al; Cause NO.
00-J-0443-C filed in the 130th Judicial Court of Matagorda County, Texas. This
lawsuit was settled as part of the settlement agreement with Evans and Way
discussed above.

2. We are also currently a defendant in an action entitled Virginia Lazar
vs. Affiliated Resources Corporation et al; Cause NO. 2000-32073 filed in the
133rd Judicial District Court of Harris County, Texas. This is an action by a
former employee which seeks, among other things, back salary in the alleged
amount of $310,000 and options to purchase 500,000 shares of our common stock.
We dispute Ms. Lazar's claims and will vigorously defend the action. Failure to
successfully defend the action may result in a material adverse effect on our
results of operations.

3. We were previously a defendant in an action entitled Wayne Philips and
Bob Limbaugh DBA Limbaugh, Rusimore Phillps & Associates LLC vs. Harris "Butch"
Ballow and Affiliated Resources Corp.; Cause NO. 2000-19099 filed in the 164th
Judicial District Court of Harris County, Texas. This lawsuit was settled for
$25,000.

4. We have been named as a defendant in an action entitled Harry Russell
"Sandy" Stokes, III vs. Affiliated Resources Corporation f/k/a Synaptix
Corporation, Peter C. Vanucci and Virginia M. Lazar; Cause No. 2000-45414 filed
in the 165th Judicial District Court of Harris County, Texas. Plaintiffs in the
case allege that we refused to allow the sale of Plaintiff's stock on a timely
basis causing loss to him. Pursuant to numerous alleged courses of action,
actual damages are alleged to be $320,526.27 and Plaintiff also seeks treble
damages, punitive damages of $12 million, plus interest and attorneys fees. We
dispute Mr. Stokes' claims and will vigorously defend the action. Failure to
successfully defend the action may result in a material adverse effect on our
results of operations.

DEPENDENCE ON MANAGEMENT. Our success depends, to a significant extent, upon
certain key employees and directors, including primarily, Peter C. Vanucci and
Catherine A. Tamme. The loss of services of one or more of these employees or
directors could have a material adverse effect on our business. In addition, we
have substantial need for additional qualified management and marketing
personnel. We believe that our future success will also depend in part upon our
ability to attract, retain and motivate qualified personnel. There can be no
assurance that we will be successful in attracting and retaining such personnel.
Competition for such personnel is intense. We currently do not maintain a
policy of key man life insurance on any employees.

NEED FOR ADDITIONAL PERSONNEL. We employed four full-time employees as of
December 31, 2000. Of these, three are employed in management, and one is
employed as an administrative assistant. Our success may depend on our ability
to attract and retain other qualified technical and management personnel. We
compete for such persons with other companies, academic institutions, government
entities, and other organizations, most of which have substantially greater
capital resources and facilities than we do. There can be no assurance that we
will be successful in recruiting or retaining personnel of the requisite caliber
or in adequate numbers to enable us to conduct our business as proposed.
Furthermore, our possible future expansion into activities requiring additional
expertise in marketing will place increased demands on our resources and
management skills. Our lack of working capital increases the risk that key
employees will be attracted to other business opportunities.

DIFFICULTY OF PLANNED EXPANSION; MANAGEMENT OF GROWTH. We plan to expand our
level of operations. Our operating results will be adversely affected if net
sales do not increase sufficiently to compensate for the increase in operating
expenses caused by this expansion. In addition, our planned expansion of
operations may cause significant strain on our management, technical, financial
and other resources. To manage our growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees. There can be
no assurance, however, that we will successfully be able to achieve these goals.
If we are unable to manage growth effectively, our operating results will be
adversely affected.

AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK. Our Articles of
Incorporation authorize the issuance of up to 50,000,000 shares of Common Stock.
Our Board of Directors has the authority to issue additional shares of Common
Stock and to issue options and warrants to purchase shares of our Common Stock
without shareholder approval. Future issuance of Common Stock could be at
values substantially below current market prices therefore could represent
further substantial dilution to investors in this Offering. In addition, the
Board could issue large blocks of voting stock to fend off unwanted tender
offers or hostile takeovers without further shareholder approval.

AUTHORIZATION OF ADDITIONAL SHARES OF PREFERRED STOCK. Our Articles of
Incorporation also authorizes the issuance of up to 10,000,000 shares of
Preferred Stock in one or more series. Consequently, our Board of Directors has
the authority to fix the number of preferred shares and to determine or alter
for each such series, such voting powers, full or limited, or no voting powers,
and such designations, preferences, and relative, participating, optional, or
other rights and such qualifications, limitations, or restrictions thereof, in a
resolution or resolutions adopted by the Board of Directors providing for the
issue of such shares. The Board of Directors is also authorized to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares of that
series.

DISCONTINUED OPERATIONS. During 1998, we acquired CobolTexas, Inc., in
exchange solely for 641,026 shares of the Company's common stock. CobolTexas,
Inc. had developed a software product that uses on-line technology to solve Year
2000 compliance problems for COBOL software users. Due to internal operating
problems with the program, which were investigated and confirmed by an
independent consultant hired by the Company, no sales of the product could be
completed. Because some of the former shareholders of CobolTexas, Inc. may have
been aware of the problem and because minimum gross revenues as specified in the
original contract have not been met, the Board of Directors determined to
attempt to rescind the transaction and recover the shares issued to former COBOL
shareholders. To date, only one former shareholder has complied with this
request and a certificate representing 240,385 shares has been returned to the
Company. There can be no assurances that we will be able to recover the
remaining 400,641 shares from the CobolTexas, Inc. shareholders.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of common stock
by the Selling Shareholders.

SELLING SHAREHOLDERS

The Shares of Affiliated to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with Affiliated for
consulting and legal services they provided to Affiliated. The Selling
Shareholders may resell all, a portion, or none of such Shares from time to
time.

The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of February 22, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

PERCENT OF
NUMBER OF NUMBER OF NUMBER OF SHARES OWNED BY
SELLING SHARES OWNED SHARES REGISTERED SHARES OWNED SHAREHOLDER
SHAREHOLDER BEFORE SALE BY PROSPECTUS AFTER SALE AFTER SALE
----------------- ------------- ------------- ------------ ------------
Ronald F. Bearden 2,000,000 1,000,000 1,000,000 3.2%
David Brown 758,000 100,000 658,000 2.1%
Edward F. Feighan 800,000 150,000 650,000 2.0%
The Bradle Group, Inc. 1,150,000 150,000 1,000,000 3.2%
Brian A. Lebrecht 163,290 158,125 5,165 less than 1%

PLAN OF DISTRIBUTION

The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Nasdaq
Over-the-Counter Bulletin Board, or other exchange, in a negotiated transaction
or in a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Selling Shareholders may effect such transactions by
selling the Shares to or through brokers-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent (which compensation may be less
than or in excess of customary commissions).

The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.

In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.

The Company will pay all expenses in connection with this offering and will not
receive any proceeds from sales of any Shares by the Selling Shareholders.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by The Lebrecht Group, A Professional Law Corporation, Rancho Santa
Margarita, California. The Lebrecht Group and its employees currently holds
163,290 shares of the Company's Common Stock.

EXPERTS

The balance sheets as of December 31, 1999 and the statements of operations,
shareholders' equity and cash flows for the two years ended December 31, 1999
and 1998 of Affiliated Resources Corporation, have been incorporated by
reference in this Registration Statement in reliance on the report of Weinstein
Spira & Company, P.C., independent accountants, given on the authority of that
firm as experts in accounting and auditing.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

(i) The Registrant's Annual Report dated May 17, 2000 on Form 10-KSB filed
with the Commission on May 18, 2000.

(ii) The Registrant's Quarterly Report Dated November 14, 2000 on Form
10-QSB filed with the Commission on November 15, 2000.

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

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, counsel to the Company.

Mr. Brian A. Lebrecht, principal of The Lebrecht Group is the beneficial owner
of 163,290 shares of Common Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Colorado and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

The Shares were issued for advisory and legal services rendered. These sales
were made in reliance on the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".

ITEM 8. EXHIBITS

3.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference).

3.2 Bylaws of the Registrant (incorporated by reference).

23.1 Consent of The Lebrecht Group, APLC.

23.2 Consent of Weinstein Spira & Company, P.C., Independent
Public Accountants.

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) 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.

(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) 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 Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on February 23, 2001.

Affiliated Resources Corporation

/s/ Peter C. Vanucci

By: Peter C. Vanucci
Its: Chairman & CEO

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Peter C. Vanucci Chairman, CEO and Director
------------------------
Peter C. Vanucci

/s/ Edward S. Fleming Director
-------------------------
Edward S. Fleming

/s/ Thomas McManamon Director
-----------------------
Thomas McManamon