<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2001

                                                     REGISTRATION NO. 333-______

================================================================================


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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                          ACTIVE IQ TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
     <S>                                    <C>                                               <C>
               Minnesota                                                                         41-2004369
     (State or other jurisdiction of             601 Carlson Parkway, Suite 1550              (I.R.S. Employer
     Incorporation or organization)                Minnetonka, Minnesota 55305                Identification No.)
                                                     Telephone (952) 449-5000
                                                     Facsimile (952) 449-5001
                                            (Address of principal executive offices)
</TABLE>

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

                         2000 DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plans)

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

                               Kenneth W. Brimmer
                            Chairman of the Board and
                             Chief Executive Officer
                          Active IQ Technologies, Inc.
                               601 Carlson Parkway
                           Minnetonka, Minnesota 55305
                            Telephone (952) 449-5000
                     (Name and address of agent for service)

                                    Copy to:

                                William M. Mower
                       Maslon Edelman Borman & Brand, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 672-8200
                            Facsimile: (612) 672-8397

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
                                                                     Proposed
                                              Proposed Maximum        Maximum
                 Title of                       Amount to be       Offering Price         Aggregate             Amount of
        Securities to be Registered              Registered        Per Share (1)      Offering Price (1)    Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>                <C>                   <C>
Common Stock,  par  value $.01 per share......    250,000              $4.93              $1,232,500             $308.13
===============================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c) and (h) and based upon the average low and high
         prices of the Registrant's Common Stock on August 15, 2001, as reported
         on the Nasdaq Small Cap Market.



<PAGE>   2


                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.





                                       1

<PAGE>   3


                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a)      Annual Report on Form 10-K for the fiscal year ended December
                  31, 2000;

         (b)      Definitive Proxy Statement filed on February 14, 2001;

         (c)      Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 2001 and June 30, 2001;

         (d)      Current report on Form 8-K filed on May 14, 2001;

         (e)      Current report on Form 8-K filed on June 15, 2001;

         (f)      Current Report on Form 8-K/A filed on August 13, 2001; and

         (g)      The description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form S-3 (File No.
                  333-68088) filed on August 21, 2001.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under Article 6 of the Company's Bylaws, the Company indemnifies its
directors and officers to the fullest extent permitted by Minnesota Statutes
Section 302A.521. Section 302A.521 requires the Company to indemnify a person
made or threatened to be made a party to a proceeding, by reason of the former
or present official capacity of the person with respect to the Company, against
judgments, penalties, fines, including without limitation, excise taxes assessed
against the person with respect to an employee benefit plan, settlement, and
reasonable expenses, including attorneys' fees and disbursements, if, with
respect to the acts or omissions of the person complained of in the proceeding,
such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or



                                      II-1
<PAGE>   4


employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is therefore unenforceable. The
Company also maintains a director and officer insurance policy to cover the
Company, its directors and its officers against certain liabilities.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
     Exhibit
     -------
     <S>          <C>
        4.1       The Company's 2000 Director Stock Option Plan.

        5.1       Opinion and Consent of Maslon Edelman Borman & Brand, LLP as to the legality of the securities being
                  registered

       23.1       Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1)

       23.2       Consent of Arthur Andersen LLP.
</TABLE>

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;

                  (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 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



                                      II-2
<PAGE>   5


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 connected 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-3


<PAGE>   6


                                   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 City of Minneapolis and the State of Minnesota, on the 22nd
day of August, 2001.


                                  ACTIVE IQ TECHNOLOGIES, INC.

                                  By: /s/ Kenneth W. Brimmer
                                     --------------------------------------
                                      Kenneth W. Brimmer, Chairman of the Board,
                                      and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature to this Registration Statement appears
below hereby constitutes and appoints Kenneth W. Brimmer and D. Bradly Olah, and
each of them, as his or her true and lawful attorney-in-fact and agent, with
full power of substitution, to sign on his or her behalf individually and in the
capacity stated below and to perform any acts necessary to be done in order to
file all amendments to this Registration Statement and any and all instruments
or documents filed as part of or in connection with this Registration Statement
or the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.

         The undersigned also grants to said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted. This Power of Attorney shall remain in effect until revoked in writing
by the undersigned.

         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:

<TABLE>
<CAPTION>
NAME                                             TITLE                                                    DATE
----                                             -----                                                    ----
<S>                                              <C>                                                      <C>
/s/ Kenneth W. Brimmer                           Chairman of the Board, Chief Executive Officer and       August 22, 2001
------------------------------------------       Chief Financial Officer (Principal Executive Officer
Kenneth W. Brimmer                               and Principal Financial Officer)

/s/ D. Bradly Olah                               President and Chief Operating Officer                    August 22, 2001
------------------------------------------
D. Bradly Olah

/s/ Mark D. Dacko                                Controller (Principal Accounting Officer)                August 22, 2001
------------------------------------------
Mark D. Dacko

/s/ Ronald E. Eibensteiner                       Director                                                 August 22, 2001
------------------------------------------
Ronald E. Eibensteiner

                                                 Director                                                 August 22, 2001
------------------------------------------
Steven Levine

                                                 Director                                                 August 22, 2001
------------------------------------------
Steven A. Weiss

/s/ Ken Kaufman                                  Director                                                 August 22, 2001
------------------------------------------
Ken Kaufman
</TABLE>




                                      II-4

<PAGE>   7


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
      EXHIBIT                                             DESCRIPTION
      -------                                             -----------
<S>                     <C>
        4.1             The Company's 2000 Director Stock Option Plan

        5.1             Opinion of Maslon Edelman Borman & Brand, LLP as to the legality of the securities being registered

       23.1             Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1)

       23.2             Consent of Arthur Andersen LLP
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "c64713s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17861}]
{"company-data": {"conformed-name": "ACTIVE IQ TECHNOLOGIES INC", "cik": "0000912875", "assigned-sic": "5531", "irs-number": "412004369", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68166", "film-number": "1721387"}, "business-address": {"street1": "601 CARLSON PARKWAY", "street2": "SUITE 1500", "city": "MINNETONKA", "state": "MN", "zip": "55305", "phone": "9524495000"}, "mail-address": {"street1": "601 CARLSON PARKWAY", "street2": "SUITE 1500", "city": "MINNETONKA", "state": "MN", "zip": "55305"}, "former-company": {"former-conformed-name": "METEOR INDUSTRIES INC", "date-changed": "19960313"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2001

                                                     REGISTRATION NO. 333-______

================================================================================

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                          ACTIVE IQ TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
Minnesota                                                                         41-2004369
     (State or other jurisdiction of             601 Carlson Parkway, Suite 1550              (I.R.S. Employer
     Incorporation or organization)                Minnetonka, Minnesota 55305                Identification No.)
                                                     Telephone (952) 449-5000
                                                     Facsimile (952) 449-5001
                                            (Address of principal executive offices)
-------------------------------

                         2000 DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plans)

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

                               Kenneth W. Brimmer
                            Chairman of the Board and
                             Chief Executive Officer
                          Active IQ Technologies, Inc.
                               601 Carlson Parkway
                           Minnetonka, Minnesota 55305
                            Telephone (952) 449-5000
                     (Name and address of agent for service)

                                    Copy to:

                                William M. Mower
                       Maslon Edelman Borman & Brand, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 672-8200
                            Facsimile: (612) 672-8397

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

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                     Proposed
                                              Proposed Maximum        Maximum
                 Title of                       Amount to be       Offering Price         Aggregate             Amount of
        Securities to be Registered              Registered        Per Share (1)      Offering Price (1)    Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock,  par  value $.01 per share......    250,000              $4.93              $1,232,500             $308.13
===============================================================================================================================
(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c) and (h) and based upon the average low and high
         prices of the Registrant's Common Stock on August 15, 2001, as reported
         on the Nasdaq Small Cap Market.
2

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                       1
3

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a)      Annual Report on Form 10-K for the fiscal year ended December
                  31, 2000;

         (b)      Definitive Proxy Statement filed on February 14, 2001;

         (c)      Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 2001 and June 30, 2001;

         (d)      Current report on Form 8-K filed on May 14, 2001;

         (e)      Current report on Form 8-K filed on June 15, 2001;

         (f)      Current Report on Form 8-K/A filed on August 13, 2001; and

         (g)      The description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form S-3 (File No.
                  333-68088) filed on August 21, 2001.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under Article 6 of the Company's Bylaws, the Company indemnifies its
directors and officers to the fullest extent permitted by Minnesota Statutes
Section 302A.521. Section 302A.521 requires the Company to indemnify a person
made or threatened to be made a party to a proceeding, by reason of the former
or present official capacity of the person with respect to the Company, against
judgments, penalties, fines, including without limitation, excise taxes assessed
against the person with respect to an employee benefit plan, settlement, and
reasonable expenses, including attorneys' fees and disbursements, if, with
respect to the acts or omissions of the person complained of in the proceeding,
such person (1) has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or

                                      II-1
4

employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is therefore unenforceable. The
Company also maintains a director and officer insurance policy to cover the
Company, its directors and its officers against certain liabilities.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
     -------
4.1       The Company's 2000 Director Stock Option Plan.

        5.1       Opinion and Consent of Maslon Edelman Borman & Brand, LLP as to the legality of the securities being
                  registered

       23.1       Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1)

       23.2       Consent of Arthur Andersen LLP.
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;

                  (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 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

                                      II-2
5

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 connected 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-3
6

                                   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 City of Minneapolis and the State of Minnesota, on the 22nd
day of August, 2001.

                                  ACTIVE IQ TECHNOLOGIES, INC.

                                  By: /s/ Kenneth W. Brimmer
                                     --------------------------------------
                                      Kenneth W. Brimmer, Chairman of the Board,
                                      and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature to this Registration Statement appears
below hereby constitutes and appoints Kenneth W. Brimmer and D. Bradly Olah, and
each of them, as his or her true and lawful attorney-in-fact and agent, with
full power of substitution, to sign on his or her behalf individually and in the
capacity stated below and to perform any acts necessary to be done in order to
file all amendments to this Registration Statement and any and all instruments
or documents filed as part of or in connection with this Registration Statement
or the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.

         The undersigned also grants to said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted. This Power of Attorney shall remain in effect until revoked in writing
by the undersigned.

         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:
NAME                                             TITLE                                                    DATE
----                                             -----                                                    ----
/s/ Kenneth W. Brimmer                           Chairman of the Board, Chief Executive Officer and       August 22, 2001
------------------------------------------       Chief Financial Officer (Principal Executive Officer
Kenneth W. Brimmer                               and Principal Financial Officer)

/s/ D. Bradly Olah                               President and Chief Operating Officer                    August 22, 2001
------------------------------------------
D. Bradly Olah

/s/ Mark D. Dacko                                Controller (Principal Accounting Officer)                August 22, 2001
------------------------------------------
Mark D. Dacko

/s/ Ronald E. Eibensteiner                       Director                                                 August 22, 2001
------------------------------------------
Ronald E. Eibensteiner

                                                 Director                                                 August 22, 2001
------------------------------------------
Steven Levine

                                                 Director                                                 August 22, 2001
------------------------------------------
Steven A. Weiss

/s/ Ken Kaufman                                  Director                                                 August 22, 2001
------------------------------------------
Ken Kaufman
II-4
7

                                INDEX TO EXHIBITS
EXHIBIT                                             DESCRIPTION
      -------                                             -----------
4.1             The Company's 2000 Director Stock Option Plan

        5.1             Opinion of Maslon Edelman Borman & Brand, LLP as to the legality of the securities being registered

       23.1             Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1)

       23.2             Consent of Arthur Andersen LLP