<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GOLDEN CHIEF RESOURCES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                Kansas                                 No. 48-0846635
------------------------------------------    ----------------------------------
(State or other jurisdiction organization)    (IRS--Employer Identification No.)

                                   ----------

                        3109 Carlisle Dallas, Texas 75204
              -----------------------------------------------------
              (Address and Zip Code of principal executive offices)


                                James W. Landrum
                                  3109 Carlisle
                               Dallas, Texas 75204
                                 (214) 754-9162
            (Name, address and telephone number, including area code,
                              of agent for service)


CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                       Proposed Maximum   Proposed Maximum      Amount of
Title of Securities     Amount to be    Offering Price        Aggregate       Registration
 to be Registered       Registered        Per Share*      Offering Price*          Fee
-------------------     ------------   ----------------   ----------------    ------------
<S>                     <C>            <C>                <C>                 <C>
Common Stock (No         25,000,000        $0.012             $300,000           $ 71.70
par value)                Shares**
</Table>

----------
*    Estimated pursuant to rule 457, the offering price per unit was determined
     by taking the average of the bid and asked price for our common stock as of
     December 17, 2001.





                                December 20, 2001

<PAGE>

                                     PART I
               INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS

ITEM 1. INFORMATION

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 Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.


ITEM 2. REGISTRANT INFORMATION AND ANNUAL INFORMATION

Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement, any of the other documents
required to be delivered to recipients and any additional information is
available without charge by contacting:

                          Golden Chief Resources, Inc.
                                  3109 Carlisle
                               Dallas, Texas 75204
                                 (214) 754-9160
                           James W. Landrum, President

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission by the Company for
purposes of the information reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

1. The Company's Annual Report on Form 10-KSB for the year ended September 30,
   2000;

2. The Company's Quarterly Report on Form 10-QSB for the three months ended
   December 31, 2000;

3. The Company's Quarterly Report on Form 10-QSB for the three months ended
   March 31, 2001;

4. The Company's Quarterly Report on Form 10-QSB for the three months ended June
   30, 2001;

5. The Company's Report on Form 8-K filed with the Commission on or about
   December 18, 2001;

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
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 herein by reference
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference will be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part thereof.


ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

A. L. Vickers currently owns 60,000 shares of Registrant's common stock. He
expects to receive shares from this registration to be determined by the
Registrant's Board of Directors.


                                       2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation of the Company provides that all directors,
officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:

The corporation shall, to the fullest extent permitted by the Act, as the same
may be amended and supplemented, indemnify all directors, officers, employees,
and agents of the corporation whom it shall have power to indemnify thereunder
from and against any and all of the expenses, liabilities, or other matters
referred to therein or covered thereby.

Such right to indemnification or advancement of expenses shall continue as to a
person who has ceased to be a director, officer, employee, or agent of the
corporation, and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

Insofar as indemnification for liabilities arising under 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director officer or controlling person of the
Company 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 Company 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS

Gene Maloney

Steve Owen

A. L. Vickers

ITEM 9. EXHIBITS

        Exhibit No.                    Title

           5.1          Opinion of A. L. Vickers, Esq.
           23.1         Consent of Robert Early & Company
           23.2         Consent of A. L. Vickers, Esq. (included in Exhibit 5.1)
           24.1         Power of Attorney (included on page 5)


                                       3
<PAGE>

ITEM 10. 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 to;

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

(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 t hat 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 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) include any additional or changed material information with respect to the
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
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 15(d) or 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 the rein, 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.

(a) 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 t he 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.

(b) 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 act ion, 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.


                                       4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on the 20th day of December,
2001.

                                                    GOLDEN CHIEF RESOURCES, INC.
                                                            /s/ James W. Landrum
                                                            --------------------
                                                                James W. Landrum
                                                                       President


                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes and appoints James W. Landrum, singly, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (including his or her capacity as a director or officer of
Golden Chief Resources, Inc.) to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.


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/ James W. Landrum                          December 20, 2001
--------------------                          Date
James W. Landrum
Chief Executive Officer, President


/s/ M. H. McIlvain                             December 20, 2001
------------------                             Date
M. H. McIlvain
Executive Vice President
Accounting Officer and Director


                                       5
<PAGE>

                               INDEX TO EXHIBITS


<Table>
<Caption>
        EXHIBIT
          NO.           DESCRIPTION
        -------         -----------
        <S>             <C>
           5.1          Opinion of A. L. Vickers, Esq.
           23.1         Consent of Robert Early & Company
           23.2         Consent of A. L. Vickers, Esq. (included in Exhibit 5.1)
           24.1         Power of Attorney (included on page 5)
</Table>
[{"type": "S-8", "sequence": "1", "filename": "d93051s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15804}]
{"company-data": {"conformed-name": "GOLDEN CHIEF RESOURCES INC", "cik": "0000752391", "assigned-sic": "1311", "irs-number": "480846635", "state-of-incorporation": "KS", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75672", "film-number": "1820555"}, "business-address": {"street1": "3109 CARLISLE, #100", "city": "DALLAS", "state": "TX", "zip": "75204", "phone": "214-754-9161"}, "mail-address": {"street1": "3109 CARLISLE, #100", "city": "DALLAS", "state": "TX", "zip": "75204"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          GOLDEN CHIEF RESOURCES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Kansas                                 No. 48-0846635
------------------------------------------    ----------------------------------
(State or other jurisdiction organization)    (IRS--Employer Identification No.)

                                   ----------

                        3109 Carlisle Dallas, Texas 75204
              -----------------------------------------------------
              (Address and Zip Code of principal executive offices)

                                James W. Landrum
                                  3109 Carlisle
                               Dallas, Texas 75204
                                 (214) 754-9162
            (Name, address and telephone number, including area code,
                              of agent for service)

CALCULATION OF REGISTRATION FEE
Proposed Maximum   Proposed Maximum      Amount of
Title of Securities     Amount to be    Offering Price        Aggregate       Registration
 to be Registered       Registered        Per Share*      Offering Price*          Fee
-------------------     ------------   ----------------   ----------------    ------------
Common Stock (No         25,000,000        $0.012             $300,000           $ 71.70
par value)                Shares**
----------
*    Estimated pursuant to rule 457, the offering price per unit was determined
     by taking the average of the bid and asked price for our common stock as of
     December 17, 2001.

                                December 20, 2001
PART I
               INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS

ITEM 1. INFORMATION

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 Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

ITEM 2. REGISTRANT INFORMATION AND ANNUAL INFORMATION

Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement, any of the other documents
required to be delivered to recipients and any additional information is
available without charge by contacting:

                          Golden Chief Resources, Inc.
                                  3109 Carlisle
                               Dallas, Texas 75204
                                 (214) 754-9160
                           James W. Landrum, President

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission by the Company for
purposes of the information reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

1. The Company's Annual Report on Form 10-KSB for the year ended September 30,
   2000;

2. The Company's Quarterly Report on Form 10-QSB for the three months ended
   December 31, 2000;

3. The Company's Quarterly Report on Form 10-QSB for the three months ended
   March 31, 2001;

4. The Company's Quarterly Report on Form 10-QSB for the three months ended June
   30, 2001;

5. The Company's Report on Form 8-K filed with the Commission on or about
   December 18, 2001;

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
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 herein by reference
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference will be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part thereof.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

A. L. Vickers currently owns 60,000 shares of Registrant's common stock. He
expects to receive shares from this registration to be determined by the
Registrant's Board of Directors.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation of the Company provides that all directors,
officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:

The corporation shall, to the fullest extent permitted by the Act, as the same
may be amended and supplemented, indemnify all directors, officers, employees,
and agents of the corporation whom it shall have power to indemnify thereunder
from and against any and all of the expenses, liabilities, or other matters
referred to therein or covered thereby.

Such right to indemnification or advancement of expenses shall continue as to a
person who has ceased to be a director, officer, employee, or agent of the
corporation, and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

Insofar as indemnification for liabilities arising under 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director officer or controlling person of the
Company 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 Company 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS

Gene Maloney

Steve Owen

A. L. Vickers

ITEM 9. EXHIBITS

        Exhibit No.                    Title

           5.1          Opinion of A. L. Vickers, Esq.
           23.1         Consent of Robert Early & Company
           23.2         Consent of A. L. Vickers, Esq. (included in Exhibit 5.1)
           24.1         Power of Attorney (included on page 5)

                                       3
ITEM 10. 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 to;

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

(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 t hat 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 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) include any additional or changed material information with respect to the
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
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 15(d) or 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 the rein, 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.

(a) 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 t he 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.

(b) 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 act ion, 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.

                                       4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on the 20th day of December,
2001.

                                                    GOLDEN CHIEF RESOURCES, INC.
                                                            /s/ James W. Landrum
                                                            --------------------
                                                                James W. Landrum
                                                                       President

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes and appoints James W. Landrum, singly, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (including his or her capacity as a director or officer of
Golden Chief Resources, Inc.) to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

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/ James W. Landrum                          December 20, 2001
--------------------                          Date
James W. Landrum
Chief Executive Officer, President

/s/ M. H. McIlvain                             December 20, 2001
------------------                             Date
M. H. McIlvain
Executive Vice President
Accounting Officer and Director

                                       5
INDEX TO EXHIBITS
EXHIBIT
          NO.           DESCRIPTION
        -------         -----------
5.1          Opinion of A. L. Vickers, Esq.
           23.1         Consent of Robert Early & Company
           23.2         Consent of A. L. Vickers, Esq. (included in Exhibit 5.1)
           24.1         Power of Attorney (included on page 5)