Registration  No.  33-

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

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

                        AMERICAN EAGLE MANUFACTURING CO.
                      -----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEVADA                                            88-0429812
-------------------------------                                ----------
(STATE  OR  OTHER  JURISDICTION                              (IRS  EMPLOYER
 OF  INCORPORATION)                                         IDENTIFICATION  NO.)


2052  CORTE  DEL  NOGAL,  CARLSBAD,  CALIFORNIA                      92009
-----------------------------------------------                    ----------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                       (ZIP CODE)


                           STOCK ISSUANCE PURSUANT TO
                      2004 NON-QUALIFIED STOCK OPTION PLAN
                    ----------------------------------------
                            (FULL TITLE OF THE PLAN)


                                                  COPY  TO:
DON  LOGAN                                        DAVID M. LOEV, ATTORNEY AT LAW
AMERICAN  EAGLE  MANUFACTURING  CO.               2777  ALLEN  PARKWAY
2052  CORTE  DEL  NOGAL                           SUITE  1000
CARLSBAD,  CALIFORNIA  92009                      HOUSTON,  TEXAS  77019
(760)  804-1789                                  (713)  524-4110
NAME,  ADDRESS  AND  TELEPHONE
NUMBER  OF  AGENT  FOR  SERVICE)


     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.

<TABLE>
<CAPTION>

                            CALCULATION OF REGISTRATION FEE


TITLE OF SECURITIES            AMOUNT TO       PROPOSED       PROPOSED     AMOUNT
TO BE REGISTERED                   BE          MAXIMUM        MAXIMUM        OF
                               REGISTERED   OFFERING PRICE   AGGREGATE    REGISTRA-
                                                 PER          OFFERING      TION
                                              SHARE (1)        PRICE         FEE
<S>                            <C>         <C>               <C>         <C>

Common Stock, $.001 par value   5,500,000   $    0.89       $4,922,500  $   620.20
-----------------------------  ----------  ----------------  ----------  ----------
<FN>


(1)     Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
determining  the  registration  fee.  The offering price is based on the average of
the  bid  and asked price as reported on the Nasdaq Electronic Bulletin Board as of
August 9,  2004.
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 2 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement  and  are  made  a  part  hereof:

     (a)  The  Annual Report of American Eagle Manufacturing Co. (the "Company")
          on  Form  10-KSB  filed  on  April  18, 2003 for the fiscal year ended
          December  31,  2002,  as  amended  by Form 10-KSB/A filed on April 24,
          2003,  which  includes  audited financial statements as of and for the
          year  ended  December  31,  2002.

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Exchange  Act  since  the end of the fiscal year covered by the Annual
          Report  referred  to  in Item 3(a) above, including the report on Form
          8-K/A  filed on February 10, 2004, which includes audited consolidated
          financial  statements  of American Eagle Corporation, our wholly-owned
          subsidiary,  as  of  and  for  the  year  ended  June  30,  2003.

     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, as amended, after
the  date  of  filing  this Registration Statement and prior to such time as the
Company  files  a  post-effective amendment to this Registration Statement 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  in  this Registration Statement 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 shall be deemed to be modified or superceded
for  the  purpose  of this Registration Statement to the extent that a statement
contained  herein  or  in  any  subsequently filed document which is also, or is
deemed  to  be,  incorporated  herein  by  reference modifies or supercedes such
statement.  Any  such  statement  so modified or superceded shall not be deemed,
except  as  so modified or superceded, to constitute a part of this Registration
Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

COMMON  STOCK

     GENERAL.  The  Company  is authorized to issue 200,000,000 shares of Common
Stock,  $.001  par  value  per  share.

     The  holders of the Common Stock are entitled to receive dividends when, as
and  if  declared  by  the  Board  of  Directors, out of funds legally available
therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
Company,  the  holders  of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and  after  provision  has  been  made  for  each class of stock, if any, having
preference  over the Common Stock.  The holders of the Common Stock as such have
no conversion, sinking fund, cumulative, preemptive or other subscription rights
and  there  are  no  redemption  provisions  applicable  to  the  Common  Stock.

<PAGE>

     VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
for  each  share  held  of record on all matters to be voted on by stockholders.
There  is  no  cumulative voting with respect to the election of directors, with
the  results  that the holders of shares having more than fifty percent (50%) of
the  votes  for  the  election  of  directors  can  elect  all of the directors.

     DIVIDEND  POLICY.  During  the  last  two fiscal years, the Company has not
paid  any  dividends  on its Common Stock.  The payment of dividends, if any, in
the  future  is  within the discretion of the Board of Directors and will depend
upon  the  Company's  earnings, its capital requirements and financial condition
and  other relevant factors.  The Board does not intend to declare any dividends
in  the  foreseeable future, but instead intends to retain all earnings, if any,
for  use  in  the  Company's  business  operations.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Legal  counsel for the Company is the owner of 50,000 restricted shares and
3,105  free-trading  shares  of  the  Company's  common  stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Nevada  law  authorizes  a  corporation  to  indemnify directors, officers,
employees  or  agents  of  the corporation in non-derivative suits if such party
acted  in  good  faith  and  in  a manner he reasonably believed to be in or not
opposed  to  the  best  interest  of  the  corporation  and, with respect to any
criminal  action  or  proceeding, had no reasonable cause to believe his conduct
was  unlawful,  as  determined  in  accordance  with  Nevada  law.

     The  Company's  Bylaws  provide  indemnification  for any present or former
director,  advisor  director or officer of the Company, any person who served in
any  such  capacity at the Company's request in another corporation, partnership
joint  venture, trust, employee benefit plan or other enterprise, and any person
nominated  or  designated by the Board of Directors to serve in any of the above
mentioned  capacities  (the  "Indemnitee")  against  all  judgments,  penalties
(including  excise  and  similar  taxes),  fines, amounts paid in settlement and
reasonable expenses actually incurred in connection with any threatened, pending
or  contemplated  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or  proceeding,  and  any  inquiry  or  investigation that could lead to such an
action,  suit or proceeding ("Proceeding") in which the Indemnitee was, is or is
threatened  to  be  named  a  defendant or respondent, by reason, in whole or in
part, of his serving or having served, or having been nominated or designated to
serve,  in any of the capacities referred to above, if it is determined that the
Indemnitee conducted himself in good faith, reasonable believed that his conduct
was  in  the  Company's  best interest (or at least not opposed to the Company's
best  interest in certain cases), or in the case of any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful.  If the Indemnitee
is  found  liable  to  the Company or is found liable on the basis that personal
benefit  was  improperly  obtained,  the Bylaws limit the indemnification to the
reasonable  expenses  actually incurred by the Indemnitee in connection with the
Proceeding.  The  Bylaws  do  not  provide  indemnification  in  respect  of any
proceeding  in  which  the  Indemnitee  has  been  found  liable  for willful or
intentional  misconduct  in  the  performance  of  his duty to the Company.  The
indemnification  provided  by the Bylaws is applicable whether or not negligence
or gross negligence of the Indemnitee is alleged or proven.  The indemnification
is  not  exclusive  of,  and  does  not  preclude,  any other rights to which an
Indemnitee  may  at  any  time  be  entitled  under  the  Company's  Articles of
Incorporation,  any  law,  agreement  or  vote  of shareholders or disinterested
directors,  or otherwise, or under any policy or policies of insurance purchased
and  maintained  by  the Company on behalf of any Indemnitee as to action in any
capacity.

The  provisions  affecting  personal  liability  do not abrogate a director's or
officer's  fiduciary  duty  to  the  Company and its shareholders, but eliminate
personal liability for monetary damages for breach of that duty.  The provisions
regarding  indemnification  do not, however, eliminate or limit the liability of
an  officer or director for failing to act in good faith, for acting in a manner
not  in  the  Company's  best  interest,  for engaging in willful or intentional
misconduct,  fraud  or  knowingly  violating  a law, for authorizing the illegal
payment  of  a dividend or repurchase of stock, for obtaining a personal benefit
in  money,  property or services to which the officer or director is not legally
entitled  or  for  violations  of  the  federal  securities laws including those
regarding  "short-swing" profits.  The provisions also do not eliminate or limit
the liability of a director for breaching a director's duty of loyalty, which is
generally  described as the duty not to engage in any transaction which involves
a  conflict  between  the  interest  of  the  Company and those of the director.

<PAGE>

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.     EXHIBITS

4.1     2004  Non-Qualified  Stock  Option  Plan
5.1     Opinion  and  consent of David M. Loev, Attorney at Law re: the legality
        of  the  shares  being  registered
23.1    Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit 5.1)
23.2    Consent  of  Malone  &  Bailey,  PLLC,  Certified  Public  Accountants
23.3    Consent  of  Pollard-Kelley  Auditing  Services,  Inc.

ITEM  9.     UNDERTAKINGS

     (a)     The  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sells are being
               made,  a  post-effective amendment to this registration statement
               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.

          (2)  That,  for  the  purpose  of  determining  liability  under  the
               Securities  Act  of  1933, each post-effective amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed  to  be  the  initial  bona  fide  offering  thereof.

          (3)  To  file  a  post-effective amendment to remove from registration
               any  of the securities being registered that remain unsold at the
               end  of  the  offering.

     (b)     The  undersigned registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or 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 Act and will
be  governed  by  the  final  adjudication  of  such  issue.

<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  Carlsbad,  State of California on July 20, 2004.

                                    AMERICAN  EAGLE  MANUFACTURING  CO.


                                    BY: /s/ Don Logan
                                        --------------------------------------
                                        Don  Logan,  Chief  Executive  Officer


     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  date  indicated.

SIGNATURES         TITLE                                       DATE
----------         -----                                       ----

/s/ Don Logan
------------------
Don  Logan             Chief  Executive  Officer,  Principal    August 11,  2004
                       Financial  and  Accounting  Officer
                       and  Director


/s/ Barrie Logan
------------------
Barrie  Logan          Director                                 August 11,  2004





<PAGE>


EXHIBIT  4.1



                        AMERICAN EAGLE MANUFACTURING CO.
                      2004 NON-QUALIFIED STOCK OPTION PLAN

     1.     Purpose.  This  2004 Non-Qualified Stock Option Plan (the "Plan") is
            -------
intended  to  promote  the  financial  success  and  interests of American Eagle
Manufacturing  Co.  (the "Company") and materially increase shareholder value by
giving incentives to the eligible officers and other employees and directors of,
and  consultants  and  advisors  to,  the  Company,  its parent (if any) and any
present   or  future  subsidiaries   of  the  Company   (collectively,  "Related
Corporations")  through providing opportunities to acquire stock in the Company.
As  used  herein,  the terms "parent" and "subsidiary" mean "parent corporation"
and  "subsidiary  corporation",  respectively,  as  those  terms  are defined in
Sections  424(e) and 424(f) or successor provisions of the Internal Revenue Code
of  1986  as  amended  from  time to time (the "Code").  Any proceeds of cash or
property  received  by  the  Company  for the sale of the Company's Common Stock
pursuant  to  options granted under this Plan will be used for general corporate
purposes.

     2.     Structure  of  the  Plan.  The  Plan  permits the following separate
            ------------------------
types  of  grant:

A.   Options  may be granted hereunder to purchase shares of common stock of the
     Company.  These  options  will  not qualify as Incentive Stock Options. The
     Non-Qualified  Options  are sometimes referred to hereinafter as "Options".

B.   Awards  of  stock  in  the  Company  ("Awards")  may  be  granted.

C.   Opportunities  to  make  direct  purchases  of  stock  in  the  Company
     ("Purchases")  may  be  authorized.

Options,  Awards  and authorizations to make Purchases are sometimes referred to
hereinafter  as  "Stock  Rights".

      3.     Administration  of  the  Plan.
             -----------------------------

A.   The  Plan  shall  be  administered by the Board of Directors of the Company
     (the  "Board").  The  Board  may  in  its  sole  discretion  grant Options,
     authorize  Purchases  and  grant Awards, as provided in the Plan. The Board
     shall  have  full power and authority, subject to the express provisions of
     the  Plan,  to  construe  and interpret the Plan and all Option agreements,
     Purchase  authorizations  and  Award grants thereunder, to establish, amend
     and  rescind  such rules and regulations as it may deem appropriate for the
     proper  administration of the Plan, to determine in each case the terms and
     provisions  which  shall  apply  to a particular Option agreement, Purchase
     authorization,  or  Award grant, and to make all other determinations which
     are,  in  the  Board's  judgment,  necessary  or  desirable  for the proper
     administration  of  the  Plan. The Board may correct any defect, supply any
     omission  or  reconcile  any  inconsistency  in  the  Plan or in any Option
     agreement,  Purchase  authorization or Award grant in the manner and to the
     extent  it  shall, in its sole discretion, consider expedient. Decisions of
     the Board shall be final and binding on all parties who have an interest in
     the  Plan  or any Option, Purchase, Award, or stock issuance thereunder. No
     director  or  person  acting  pursuant  to authority delegated by the Board
     shall be liable for any action or determination under the Plan made in good
     faith.


<PAGE>


B.   The  Board  may,  to  the  full  extent  permitted  by  and consistent with
     applicable  law  and  the  Company's By-laws, and subject to Subparagraph D
     hereinbelow,  delegate  any  or  all  of  its  powers  with  respect to the
     administration  of  the  Plan to a committee (the "Committee") appointed by
     the  Board.  If a Committee has been appointed, all references in this Plan
     to  the  Board  shall  mean  and  relate  to  that  Committee.

C.   Those  provisions  of  this Plan which make express reference to Rule 16b-3
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     or  any  successor  rule ("Rule 16b-3"), or which are required in order for
     certain  option  transactions  to  qualify  for exemption under Rule 16b-3,
     shall  apply  only  to those persons required to file reports under Section
     16(a)  of  the  Exchange  Act  (a  "Reporting  Person").

D.   If  the  Company registers any class of equity security under Section 12 of
     the  Exchange  Act, the selection of a director or an officer (as the terms
     "director"  and  "officer"  are  defined  for  purposes of Rule 16b-3) as a
     recipient  of an option, the timing of the option grant, the exercise price
     of  the  option  and  the  number  of shares subject to the option shall be
     determined  either  (i)  by  the  Board,  if  all  of the Board members are
     disinterested  persons  within the meaning of Rule 16(b)(3), or (ii) by two
     or  more directors having full authority to act in the matter, each of whom
     shall  be  such  a  disinterested  person.

     4.     Eligible  Employees and Others.  Non-Qualified Options,  Awards, and
            -------------------------------
authorizations  to  make  Purchases  may  be granted to any employee, officer or
director of, or consultant or advisor to the Company or any Related Corporation,
except  for instances where services are in connection with the offer or sale of
securities  in  a  capital-raising  transaction,  or they directly or indirectly
promote  or  maintain  a  market  for  the Company's securities.  In making such
determinations,  the Board and/or the Committee may take into account the nature
of  the  services  rendered  by  such  person, his or her present  and potential
contribution  to  the  Company's  success,  and  such other factors as the Board
and/or  Committee  in  its  discretion shall deem relevant.  The granting of any
Stock Right to any individual or entity shall neither entitle that individual or
entity  to,  nor  disqualify him from, participation in any other grant of Stock
Rights.

     5.     Stock.  The  stock subject to Options, Awards and Purchases shall be
            -----
authorized  but unissued shares of common stock of the Company ("Common Stock"),
or  shares  of  Common  Stock  reacquired  by  the  Company  in any manner.  The
aggregate  number  of  shares which may be issued under the Plan is Five Million
Five  Hundred  Thousand  (5,500,000),  subject  to  adjustment  as  provided  in
Paragraph  13.  If  any  Option granted under the Plan shall expire or terminate
for  any  reason  without  having  been exercised in full or shall cease for any
reason  to be exercisable in whole or in part, or if the Company shall reacquire
any  nonvested  shares  issued  pursuant to Awards or Purchases, the unpurchased
shares  subject  to  such  Option,  or such nonvested shares so reacquired shall
again  be  available  for  grants of Stock Rights under the Plan.  No fractional
shares  of  Common  Stock  shall be issued, and the Board and/or Committee shall
determine  the  manner  in  which  fractional  share  value  shall  be  treated.


<PAGE>


     6.     Option  Agreements.  As  a condition to the grant of an Option, each
            ------------------
recipient  of  an  Option  shall  execute  an  option agreement in such form not
inconsistent  with the Plan as the Board shall approve.  These option agreements
may  differ  among  recipients.  The  Board may, in its sole discretion, include
additional  provisions   in  option  agreements,  including  without  limitation
restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to
make,  arrange for or guarantee loans or to transfer other property to optionees
upon exercise of options, or such other provisions as shall be determined by the
Board;  provided,  however,  that   such  additional  provisions  shall  not  be
inconsistent  with  any  provision  of  the  Plan.

     7.     Option  Exercise  Price.
            -----------------------

A.   Subject  to  Subparagraph  3D  of  this  Plan  and  Subparagraph  B of this
     Paragraph  7, the purchase price per share of Common Stock deliverable upon
     the  exercise  of  an  Option ("exercise price") shall be determined by the
     Board.

B.   The  exercise  price  of  each  Non-Qualified Option granted under the Plan
     shall  in  no  event  be less than the par value per share of the Company's
     Common  Stock.

     8.     Cancellation  and  New  Grant of Options, Etc.  The Board shall have
            ---------------------------------------------
the  authority to effect, at any time and from time to time, with the consent of
the  affected  optionees, the cancellation of any or all outstanding Options and
the grant in substitution therefor of new Options covering the same or different
shares of Common Stock and having an exercise price per share which may be lower
or  higher  than  the  exercise  price  per  share   of  the  canceled  Options.

     9.     Exercise  of  Options.
            ---------------------

A.   Each  Option  granted under the Plan shall be exercisable either in full or
     in  installments  at  such time or times and during such period as shall be
     set forth in the agreement evidencing the Option, subject to the provisions
     of  the  Plan.  The  partial  exercise  of  an  option  shall not cause the
     expiration,  termination  or cancellation of the remaining portion thereof.
     The  Board may, in its sole discretion, (i) accelerate the date or dates on
     which all or any particular Option or Options granted under the Plan may be
     exercised  or  (ii)  extend  the dates during which all, or any particular,
     Option  or  Options  granted  under  the  Plan  may  be  exercised.

B.   Options  granted  under  the  Plan  may provide for payment of the exercise
     price plus taxes (as provided in Section 22, below) by any of the following
     methods:

(i)  In  cash,  by  wire  transfer, by certified or cashier's check, or by money
     order;  or

(ii) By  delivery to the Company of an exercise notice that requests the Company
     to  issue  to the Optionee the full number of shares as to which the Option
     is  then exercisable, less the number of shares that have an aggregate Fair
     Market Value, as determined by the Board in its sole discretion at the time
     of  exercise,  equal to the aggregate purchase price of the shares to which
     such  exercise relates. (This method of exercise allows the Optionee to use
     a portion of the shares issuable at the time of exercise as payment for the
     shares  to which the option relates and is often referred to as a "cashless
     exercise."  For example, if the Optionee elects to exercise 1,000 shares at
     an  exercise price of $0.25 and the current Fair Market Value of the shares
     on  the  date  of  exercise is $1.00, the Optionee can use 250 of the 1,000
     shares at $1.00 per share to pay for the exercise of the entire Option (250
     x  $1.00  =  $250.00)  and  receive   only   the  remaining   750  shares.)


<PAGE>


     For purposes of this section, "  Fair Market Value" shall be defined as the
     average  closing  price  of   the  common  stock  (if  actual  sales  price
     information  on  any  trading  day  is not available, the closing bid price
     shall  be  used) for the five trading days prior to the Date of Exercise of
     this  Option (the "Average Closing Bid Price"), as reported by the National
     Association of Securities Dealers Automated Quotation System ("NASDAQ"), or
     if  the common stock is not traded on NASDAQ, the Average Closing Bid Price
     in the over-the-counter market; provided, however, that if the common stock
     is  listed  on a stock exchange, the Fair Market Value shall be the Average
     Closing  Bid  Price  on  such  exchange; and, provided further, that if the
     common stock is not quoted or listed by any organization, the fair value of
     the  common  stock, as determined by the Board of Directors of the Company,
     whose  determination shall be conclusive, shall be used). In no event shall
     the  Fair  Market  Value  of any share of Common Stock be less than its par
     value.

     10.     Option  Period.   Subject   to  earlier   termination  under  other
             --------------
provisions  of  this Plan, each Option and all rights thereunder shall expire on
such  date  as  shall  be  set   forth  in  the  applicable   option  agreement.

     11.     Nontransferability  of Options.  Options shall not be assignable or
             ------------------------------
transferable  by the optionee, either voluntarily or by operation of law, except
by  will  or  the  laws of descent and distribution, and, during the life of the
optionee,  except  to  the extent otherwise provided in the agreement evidencing
the  Option,  shall  be  exercisable  only  by  the  optionee.

     12.     Effect of Termination of Employment or Other Relationship.  Subject
             ---------------------------------------------------------
to  all  other  provisions  of the Plan, the Board shall determine the period of
time  during  which  an  Optionee  may  exercise  an  Option  following  (i) the
termination  of the optionee's employment or other relationship with the Company
or  a Related Corporation or (ii) the death or disability of the optionee.  Such
periods  shall  be  set  forth  in  the  agreement  evidencing  the  Option.

     13.     Adjustments.
             -----------

A.   If,  through  or  as  a result of any merger, consolidation, sale of all or
     substantially  all   of  the   assets  of   the   Company,  reorganization,
     recapitalization,  reclassification,  stock  dividend, stock split, reverse
     stock  split  or  other  similar transaction, (i) the outstanding shares of
     Common  Stock  are increased, decreased or exchanged for a different number
     or  kind  of  shares or other securities of the Company, or (ii) additional
     shares  or  new  or  different shares or other securities of the Company or
     other non-cash assets are distributed with respect to such shares of Common
     Stock  or  other  securities,  an  appropriate and proportionate adjustment
     shall  be  made  in  (a) the maximum number and kind of shares reserved for
     issuance  under  the  Plan,  (b)  the  number  and  kind of shares or other
     securities  subject to any then outstanding Options under the Plan, and (c)
     the  price for each share subject to any then outstanding Options under the
     Plan,  without  changing  the  aggregate  purchase  price  as to which such
     Options  remain exercisable. No fractional shares shall be issued under the
     Plan  on  account  of  any  such  adjustments.

B.   Any  adjustments  under  this  Paragraph  13  shall be made by the Board of
     Directors, whose determination as to what adjustments, if any, will be made
     and  the  extent  thereof   shall  be   final,   binding  and  conclusive.


<PAGE>


     14.     Rights  as  a  Shareholder.  The  holder of an Option shall have no
             --------------------------
rights  as  a  shareholder  with  respect  to  any  shares covered by the option
(including,  without  limitation,  any  voting  rights,  the right to inspect or
receive  the  Company's  balance sheets or financial statements or any rights to
receive  dividends  or non-cash distributions with respect to such shares) until
the  date  of issue of a stock certificate for such shares.  No adjustment shall
be  made for dividends or other rights for which the record date is prior to the
date  such  stock  certificate  is  issued.

     15.     Merger,  Consolidation,  Asset  Sale,  Liquidation,  Etc.
             --------------------------------------------------------

A.   Except  as may otherwise be provided in the applicable option agreement, in
     the  event of a consolidation or merger or sale of all or substantially all
     of  the  assets  of the Company in which outstanding shares of Common Stock
     are  exchanged  for  securities,  cash  or  other  property  of  any  other
     corporation  or  business entity, or in the event of the liquidation of the
     Company (each, a "Change in Control"), the Board, or the board of directors
     of  any  corporation assuming the obligations of the Company, shall, in its
     discretion,  take  any  one  or  more  of  the  following  actions,  as  to
     outstanding  Options:  (i)  provide  that such Options shall be assumed, or
     equivalent  options  shall  be  substituted, by the acquiring or succeeding
     corporation  (or  an  affiliate  thereof);  (ii) upon written notice to the
     optionees,  provide  that  any  and  all  outstanding  Options shall become
     exercisable  in  full  (to the extent not otherwise so exercisable) as of a
     specified  date  or  time   ("Accelerated  Vesting   Date")  prior  to  the
     consummation  of  such  transaction, and that all unexercised Options shall
     terminate  as  of  a specified date or time ("Accelerated Expiration Date")
     following  the  Accelerated  Vesting  Date unless exercised by the Optionee
     prior to the Accelerated Expiration Date; provided, however, that optionees
     shall  be  given  a  reasonable  period of time within which to exercise or
     provide  for  the  exercise  of  outstanding Options following such written
     notice  and before the Accelerated Expiration Date; (iii) in the event of a
     merger  under the terms of which holders of the Common Stock of the Company
     will  receive  upon  consummation  thereof  a  cash  payment for each share
     surrendered  in the merger (the "Merger Price"), terminate each outstanding
     Option  in  exchange  for  a  payment, made or provided for by the Company,
     equal  in  amount  to  the  excess,  if  any,  of the Merger Price over the
     per-share exercise price of each such Option, times the number of shares of
     Common  Stock  subject  to  such Option; or (iv) terminate each outstanding
     Option in exchange for a cash payment equal in amount to the product of the
     excess,  if  any,  of the fair market value of a share of Common Stock over
     the  per-share  exercise  price  of  each  such Option, times the number of
     shares  subject  to  such Option. The Board shall determine the fair market
     value  of  a  share  of Common Stock for purposes of the foregoing, and the
     Board's determination of such fair market value shall be final, binding and
     conclusive.

B.   In  the event of a Change in Control and to the extent the rights described
     in  this  Section  15B  are  not  already  substantially  provided  to each
     Qualified Option Recipient (as defined below) by the Board (or the board of
     directors  of  any  corporation  assuming  the  obligations of the Company)
     pursuant  to  Section 15A, beginning on the date which is 180 days from the
     date  of such Change in Control, each Qualified Option Recipient shall have
     the  right  to exercise and receive from the Company or its successor their
     respective  Acceleration  Amount  (as  defined  below). A "Qualified Option
     Recipient"  is  defined  as  an option recipient hereunder who both (A) has
     maintained  a  relationship  as  an  employee,  officer  or director of, or
     consultant  or  advisor  to,  the Company or its successor for the 180 days
     immediately prior to the Change in Control and (B) on the date which is 180
     days  after  the  date  of  the  Change  in Control, either (i) maintains a
     relationship  as  an  employee,  officer  or  director of, or consultant or
     advisor  to,  the  Company  or  its  successor  or (ii) fails to maintain a
     relationship  as  an  employee,  officer  or  director of, or consultant or
     advisor  to,  the  Company  or  its  successor  by  reason  of  having such
     relationship  terminated  by  the  Company  or its successor other than for
     Cause,  where  "Cause"  means  willful misconduct or willful failure of the
     option recipient to perform the responsibilities of such option recipient's
     agreed-upon  business  relationship  with  the  Company  or  its successor,
     including  without  limitation  such  option  recipient's   breach  of  any
     provision  of any employment, consulting, nondisclosure, non-competition or
     similar  agreement  between  the  option  recipient  and  the Company. With
     respect to each Qualified Option Recipient, the "Acceleration Amount" shall
     mean  the lesser of (a) the number of additional shares of Common Stock (or
     their  equivalent)  which would have become vested pursuant to their option
     agreement  over  the  twelve  (12)  month  period following the date of the
     Change  in Control or (b) fifty percent (50%) of the shares of Common Stock
     (or  their  equivalent)  which  had not yet vested pursuant to their option
     agreement  as  of  the  date of the Change in Control. The Board and, where
     applicable,  the  board  of  directors  of  any  corporation  assuming  the
     obligations  of  the Company, shall take all necessary action to accomplish
     the  purposes  of  this  Section  15B,  including  all  such actions as are
     necessary  to provide for the assumption of such obligation upon the Change
     in  Control.


<PAGE>


C.   The  Company  may  grant Options under the Plan in substitution for Options
     held  by  employees  of  another  corporation  who  become employees of the
     Company or a Related Corporation as the result of a merger or consolidation
     of  the employing corporation with the Company or a Related Corporation, or
     as  a  result of the acquisition by the Company or a Related Corporation of
     property or stock of the employing corporation. The Company may direct that
     substitute  Options  be  granted  on such terms and conditions as the Board
     considers  appropriate  in  the  circumstances.

D.   In  the  event  of a Change in Control and with respect thereto, the rights
     and responsibilities of holders of Stock Rights pursuant to this Plan shall
     be  governed  first  and  foremost  by  the  Company's  agreement  with the
     respective  recipient  of  such  Stock  Rights  and  then,  to  the  extent
     applicable,  by  the  terms  of  this  Section  15.

     16.     Stock  Restriction  Agreement.  As  a  condition to the grant of an
             -----------------------------
Award  or a Purchase authorization under the Plan, the recipient of the Award or
Purchase   authorization   shall   execute  an  agreement   ("Stock  Restriction
Agreement")  in  such  form not inconsistent with the Plan as may be approved by
the  Board.  Stock  Restriction  Agreements  may differ among recipients.  Stock
Restriction Agreements may include any provisions the Board determines should be
included  and  that  are  not  inconsistent  with  any  provision  of  the Plan.

     17.     No  Special Employment Rights.  Nothing contained in the Plan or in
             -----------------------------
any  option  agreement or other agreement or instrument executed pursuant to the
provisions  of the Plan shall confer upon any Optionee any right with respect to
the  continuation  of  his  or  her  employment  by  the  Company or any Related
Corporation  or  interfere in any way with the right of the Company or a Related
Corporation  at any time to terminate such employment or to increase or decrease
the  compensation  of  the  optionee.

     18.     Other  Employee  Benefits.  Except as to plans which by their terms
             -------------------------
include  such  amounts  as  compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale  of  shares  received upon such exercise, or as a result of the grant of an
Award  or the authorization or making of a Purchase will constitute compensation
with  respect  to  which  any  other  employee  benefits  of  such  employee are
determined,  including,  without  limitation, benefits under any bonus, pension,
profit-sharing,  life insurance or salary continuation plan, except as otherwise
specifically  determined  by  the  Board.


<PAGE>


     19.     Amendment  of  the  Plan.
             ------------------------

A.   The  Board may at any time, and from time to time, modify or amend the Plan
     in  any  respect.

B.   The  termination  or  any  modification or amendment of the Plan shall not,
     without  the  consent of an optionee, affect the optionee's rights under an
     Option  previously  granted. With the consent of the Optionee affected, the
     Board  may amend outstanding option agreements in a manner not inconsistent
     with  the  Plan.  The Board shall have the right to amend or modify (i) the
     terms  and provisions of the Plan, and (ii) the terms and provisions of the
     Plan  and  of  any outstanding Option to the extent necessary to ensure the
     qualification  of  the  Plan  under  Rule  16b-3.

     20.     Investment  Representations.  The  Board  may require any person to
             ---------------------------
whom  an  Option  is  granted, as a condition of exercising such Option, and any
person  to  whom an Award is granted or a Purchase is authorized, as a condition
thereof,  to  give  written assurances in substance and form satisfactory to the
Board  to  the  effect that such person is acquiring the Common Stock subject to
the  Option,  Award or Purchase for such person's own account for investment and
not  with  any  present intention of selling or otherwise distributing the same,
and to such other effects as the Company deems necessary or appropriate in order
to  comply  with federal and applicable state securities laws, or with covenants
or representations made by the Company in connection with any public offering of
its  Common  Stock.

     21.     Compliance  With  Securities Laws.  Each Option shall be subject to
             ---------------------------------
the  requirement  that  if,  at any time, counsel to the Company shall determine
that  the  listing, registration or quali-fication of the shares subject to such
Option  upon  any  securities exchange or under any state or federal law, or the
consent  or  approval  of  any  governmental  or  regulatory  body,  or that the
disclosure  of non-public information or the satisfaction of any other condition
is  necessary as a condition of, or in connection with, the issuance or purchase
of  shares  thereunder,  such  Option may not be exercised, in whole or in part,
unless  such  listing,  registration,  qualification,  consent  or  approval, or
satisfaction  of  such  condition  shall  have  been  effected  or  obtained  on
condi-tions  acceptable to the Board.  Nothing herein shall be deemed to require
the  Company  to   apply  for   or  to  obtain  such  listing,  registration  or
qualification,  or  to  satisfy  such  condition.

     22.     Withholding.  The  Company  shall  have  the  right  to deduct from
             -----------
payments  of  any kind otherwise due to the Optionee any federal, state or local
taxes  of  any  kind  required  by law to be withheld with respect to any shares
issued  upon  exercise  of Options under the Plan or upon the grant of an Award,
the making of a Purchase of Common Stock for less than its fair market value, or
the  vesting of restricted Common Stock acquired pursuant to a Stock Right.  The
Board  in its sole discretion may condition the exercise of an Option, the grant
of  an  Award,  the  making  of  a Purchase, or the vesting of restricted shares
acquired by exercising a Stock Right on the grantee's payment of such additional
withholding  taxes  by  1) additional withholding if the Optionee is an existing
employee  with  respect  to  whom  the  Company  withholds  taxes on the date of
exercise  (or  such other time as the Company's obligation to withhold taxes may
accrue);  or  2) direct payment of the required withholding to the Company.  The
Compensation  Committee  of the Board of Directors or the Board of Directors, as
applicable,  in  their sole discretion, shall determine the amount of taxes that
are  required  to  be  withheld.

     23.     Effective  Date  and  Duration  of  the  Plan.
             ---------------------------------------------

A.   The Plan shall become effective when adopted by the Board, and Stock Rights
     granted  under  the Plan shall become exercisable upon the Board's approval
     of  the  Plan.  Amendments  to  the Plan not requiring shareholder approval
     shall  become  effective  when  adopted  by  the Board. Stock Rights may be
     granted  under the Plan at any time after the effective date and before the
     termination  date  of  the  Plan.

B.   Unless  sooner  terminated  as  provided  elsewhere in this Plan, this Plan
     shall  terminate  upon  the close of business on the day next preceding the
     tenth  anniversary  of  the date of its adoption by the Board. Stock Rights
     outstanding  on  such  date  shall  continue  to  have  force and effect in
     accordance  with  the  provisions  of the instruments evidencing such Stock
     Rights.


              Adopted by the Board of Directors on July 20, 2004.


<PAGE>


EXHIBIT  5.1


                         DAVID M. LOEV, ATTORNEY AT LAW
                         2777 ALLEN PARKWAY, SUITE 1000
                                HOUSTON, TX 77019
                               713-524-4110 PHONE
                             713-524-4122 FACSIMILE

August 11,  2004


American  Eagle  Manufacturing  Co.
2052  Corte  Del  Nogal
Carlsbad,  California  92009

Re:     Form  S-8  Registration  Statement

Gentlemen:

You  have  requested  that  we furnish you our legal opinion with respect to the
legality  of  the following described securities of American Eagle Manufacturing
Co.  (the  "Company"),  covered  by  a  Form  S-8  Registration  Statement  (the
"Registration Statement"), filed with the Securities and Exchange Commission for
the  purpose  of  registering  such securities under the Securities Act of 1933:

     -    5,500,000  shares  (the  "Shares")  of  common  stock, $.001 par value
          issuable  pursuant  to  the  2004 Non-Qualified Stock Option Plan (the
          "Plan").

In  connection  with  this opinion, I have examined the corporate records of the
Company,  including  the  Company's  Articles  of Incorporation, Bylaws, and the
Minutes  of  its  Board  of  Directors  and Shareholders meetings, the Plan, the
Registration  Statement,  and  such  other  documents  and  records  as I deemed
relevant  in  order  to  render  this  opinion.

Based  on the foregoing, it is my opinion that, after the Registration Statement
becomes  effective  and  the  Shares have been issued and delivered as described
therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.

The Company has been advised that the Shares are not eligible for issuance where
services  are  in  connection  with  the  offer  or  sale  of  securities  in  a
capital-raising  transaction, or they directly or indirectly promote or maintain
a  market  for  the  Company's  securities.

I  hereby consent to the filing of this opinion with the Securities and Exchange
Commission  as  an  exhibit to the Registration Statement and further consent to
statements made therein regarding this firm and use of my name under the heading
"Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
Statement.

     Sincerely,


     /s/  David  M.  Loev,  Attorney  at  Law


<PAGE>

EXHIBIT 23.2

Consent of Independent Auditors

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of American Eagle Manufacturing Co. (formerly Harbour
Front Holdings, Inc. and prior to that, The Bauer Partnership, Inc.) of our
report dated April 14, 2003, which appears in the Registrant's Form 10-KSB, as
amended, for the year ended December 31, 2002.

Malone & Bailey, PLLC
Certified Public Accountants
2925 Briarpark, Suite 930
Houston, Texas 77042
www.malone-bailey.com
---------------------

August 11, 2004

<PAGE>

EXHIBIT 23.3

Consent of Independent Auditors

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of American Eagle Manufacturing Co. (formerly Harbour
Front Holdings, Inc. and prior to that, The Bauer Partnership, Inc.) of our
report dated November 30, 2003, which appears in the Registrant's Form 8-K/A
filed on February 10, 2004.

Pollard-Kelley Auditing Services, Inc.
Auditing Services
3250 West Market St, Suite 307
Fairlawn, OH 44333
330-864-2265

August 12, 2004

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 50479}]
{"company-data": {"conformed-name": "AMERICAN EAGLE MANUFACTURING CO", "cik": "0001091418", "assigned-sic": "7389", "irs-number": "880429812", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118163", "film-number": "04970304"}, "business-address": {"street1": "2052 CORTE DEL NOGAL", "street2": "SUITE A", "city": "CARLSBAD", "state": "CA", "zip": "92009", "phone": "7608041789"}, "mail-address": {"street1": "2052 CORTE DEL NOGAL", "street2": "SUITE A", "city": "CARLSBAD", "state": "CA", "zip": "92009"}, "former-company": [{"former-conformed-name": "BAUER PARTNERSHIP  INC", "date-changed": "20020514"}, {"former-conformed-name": "FINDERS KEEPERS INC", "date-changed": "19990721"}]}
Registration  No.  33-

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

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

                        AMERICAN EAGLE MANUFACTURING CO.
                      -----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             NEVADA                                            88-0429812
-------------------------------                                ----------
(STATE  OR  OTHER  JURISDICTION                              (IRS  EMPLOYER
 OF  INCORPORATION)                                         IDENTIFICATION  NO.)

2052  CORTE  DEL  NOGAL,  CARLSBAD,  CALIFORNIA                      92009
-----------------------------------------------                    ----------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                       (ZIP CODE)

                           STOCK ISSUANCE PURSUANT TO
                      2004 NON-QUALIFIED STOCK OPTION PLAN
                    ----------------------------------------
                            (FULL TITLE OF THE PLAN)

                                                  COPY  TO:
DON  LOGAN                                        DAVID M. LOEV, ATTORNEY AT LAW
AMERICAN  EAGLE  MANUFACTURING  CO.               2777  ALLEN  PARKWAY
2052  CORTE  DEL  NOGAL                           SUITE  1000
CARLSBAD,  CALIFORNIA  92009                      HOUSTON,  TEXAS  77019
(760)  804-1789                                  (713)  524-4110
NAME,  ADDRESS  AND  TELEPHONE
NUMBER  OF  AGENT  FOR  SERVICE)

     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES            AMOUNT TO       PROPOSED       PROPOSED     AMOUNT
TO BE REGISTERED                   BE          MAXIMUM        MAXIMUM        OF
                               REGISTERED   OFFERING PRICE   AGGREGATE    REGISTRA-
                                                 PER          OFFERING      TION
                                              SHARE (1)        PRICE         FEE
Common Stock, $.001 par value   5,500,000   $    0.89       $4,922,500  $   620.20
-----------------------------  ----------  ----------------  ----------  ----------
(1)     Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
determining  the  registration  fee.  The offering price is based on the average of
the  bid  and asked price as reported on the Nasdaq Electronic Bulletin Board as of
August 9,  2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 2 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement  and  are  made  a  part  hereof:

     (a)  The  Annual Report of American Eagle Manufacturing Co. (the "Company")
          on  Form  10-KSB  filed  on  April  18, 2003 for the fiscal year ended
          December  31,  2002,  as  amended  by Form 10-KSB/A filed on April 24,
          2003,  which  includes  audited financial statements as of and for the
          year  ended  December  31,  2002.

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Exchange  Act  since  the end of the fiscal year covered by the Annual
          Report  referred  to  in Item 3(a) above, including the report on Form
          8-K/A  filed on February 10, 2004, which includes audited consolidated
          financial  statements  of American Eagle Corporation, our wholly-owned
          subsidiary,  as  of  and  for  the  year  ended  June  30,  2003.

     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, as amended, after
the  date  of  filing  this Registration Statement and prior to such time as the
Company  files  a  post-effective amendment to this Registration Statement 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  in  this Registration Statement 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 shall be deemed to be modified or superceded
for  the  purpose  of this Registration Statement to the extent that a statement
contained  herein  or  in  any  subsequently filed document which is also, or is
deemed  to  be,  incorporated  herein  by  reference modifies or supercedes such
statement.  Any  such  statement  so modified or superceded shall not be deemed,
except  as  so modified or superceded, to constitute a part of this Registration
Statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

COMMON  STOCK

     GENERAL.  The  Company  is authorized to issue 200,000,000 shares of Common
Stock,  $.001  par  value  per  share.

     The  holders of the Common Stock are entitled to receive dividends when, as
and  if  declared  by  the  Board  of  Directors, out of funds legally available
therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
Company,  the  holders  of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and  after  provision  has  been  made  for  each class of stock, if any, having
preference  over the Common Stock.  The holders of the Common Stock as such have
no conversion, sinking fund, cumulative, preemptive or other subscription rights
and  there  are  no  redemption  provisions  applicable  to  the  Common  Stock.
VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
for  each  share  held  of record on all matters to be voted on by stockholders.
There  is  no  cumulative voting with respect to the election of directors, with
the  results  that the holders of shares having more than fifty percent (50%) of
the  votes  for  the  election  of  directors  can  elect  all of the directors.

     DIVIDEND  POLICY.  During  the  last  two fiscal years, the Company has not
paid  any  dividends  on its Common Stock.  The payment of dividends, if any, in
the  future  is  within the discretion of the Board of Directors and will depend
upon  the  Company's  earnings, its capital requirements and financial condition
and  other relevant factors.  The Board does not intend to declare any dividends
in  the  foreseeable future, but instead intends to retain all earnings, if any,
for  use  in  the  Company's  business  operations.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Legal  counsel for the Company is the owner of 50,000 restricted shares and
3,105  free-trading  shares  of  the  Company's  common  stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Nevada  law  authorizes  a  corporation  to  indemnify directors, officers,
employees  or  agents  of  the corporation in non-derivative suits if such party
acted  in  good  faith  and  in  a manner he reasonably believed to be in or not
opposed  to  the  best  interest  of  the  corporation  and, with respect to any
criminal  action  or  proceeding, had no reasonable cause to believe his conduct
was  unlawful,  as  determined  in  accordance  with  Nevada  law.

     The  Company's  Bylaws  provide  indemnification  for any present or former
director,  advisor  director or officer of the Company, any person who served in
any  such  capacity at the Company's request in another corporation, partnership
joint  venture, trust, employee benefit plan or other enterprise, and any person
nominated  or  designated by the Board of Directors to serve in any of the above
mentioned  capacities  (the  "Indemnitee")  against  all  judgments,  penalties
(including  excise  and  similar  taxes),  fines, amounts paid in settlement and
reasonable expenses actually incurred in connection with any threatened, pending
or  contemplated  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or  proceeding,  and  any  inquiry  or  investigation that could lead to such an
action,  suit or proceeding ("Proceeding") in which the Indemnitee was, is or is
threatened  to  be  named  a  defendant or respondent, by reason, in whole or in
part, of his serving or having served, or having been nominated or designated to
serve,  in any of the capacities referred to above, if it is determined that the
Indemnitee conducted himself in good faith, reasonable believed that his conduct
was  in  the  Company's  best interest (or at least not opposed to the Company's
best  interest in certain cases), or in the case of any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful.  If the Indemnitee
is  found  liable  to  the Company or is found liable on the basis that personal
benefit  was  improperly  obtained,  the Bylaws limit the indemnification to the
reasonable  expenses  actually incurred by the Indemnitee in connection with the
Proceeding.  The  Bylaws  do  not  provide  indemnification  in  respect  of any
proceeding  in  which  the  Indemnitee  has  been  found  liable  for willful or
intentional  misconduct  in  the  performance  of  his duty to the Company.  The
indemnification  provided  by the Bylaws is applicable whether or not negligence
or gross negligence of the Indemnitee is alleged or proven.  The indemnification
is  not  exclusive  of,  and  does  not  preclude,  any other rights to which an
Indemnitee  may  at  any  time  be  entitled  under  the  Company's  Articles of
Incorporation,  any  law,  agreement  or  vote  of shareholders or disinterested
directors,  or otherwise, or under any policy or policies of insurance purchased
and  maintained  by  the Company on behalf of any Indemnitee as to action in any
capacity.

The  provisions  affecting  personal  liability  do not abrogate a director's or
officer's  fiduciary  duty  to  the  Company and its shareholders, but eliminate
personal liability for monetary damages for breach of that duty.  The provisions
regarding  indemnification  do not, however, eliminate or limit the liability of
an  officer or director for failing to act in good faith, for acting in a manner
not  in  the  Company's  best  interest,  for engaging in willful or intentional
misconduct,  fraud  or  knowingly  violating  a law, for authorizing the illegal
payment  of  a dividend or repurchase of stock, for obtaining a personal benefit
in  money,  property or services to which the officer or director is not legally
entitled  or  for  violations  of  the  federal  securities laws including those
regarding  "short-swing" profits.  The provisions also do not eliminate or limit
the liability of a director for breaching a director's duty of loyalty, which is
generally  described as the duty not to engage in any transaction which involves
a  conflict  between  the  interest  of  the  Company and those of the director.
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.     EXHIBITS

4.1     2004  Non-Qualified  Stock  Option  Plan
5.1     Opinion  and  consent of David M. Loev, Attorney at Law re: the legality
        of  the  shares  being  registered
23.1    Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit 5.1)
23.2    Consent  of  Malone  &  Bailey,  PLLC,  Certified  Public  Accountants
23.3    Consent  of  Pollard-Kelley  Auditing  Services,  Inc.

ITEM  9.     UNDERTAKINGS

     (a)     The  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sells are being
               made,  a  post-effective amendment to this registration statement
               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.

          (2)  That,  for  the  purpose  of  determining  liability  under  the
               Securities  Act  of  1933, each post-effective amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed  to  be  the  initial  bona  fide  offering  thereof.

          (3)  To  file  a  post-effective amendment to remove from registration
               any  of the securities being registered that remain unsold at the
               end  of  the  offering.

     (b)     The  undersigned registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or 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 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 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  Carlsbad,  State of California on July 20, 2004.

                                    AMERICAN  EAGLE  MANUFACTURING  CO.

                                    BY: /s/ Don Logan
                                        --------------------------------------
                                        Don  Logan,  Chief  Executive  Officer

     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  date  indicated.

SIGNATURES         TITLE                                       DATE
----------         -----                                       ----

/s/ Don Logan
------------------
Don  Logan             Chief  Executive  Officer,  Principal    August 11,  2004
                       Financial  and  Accounting  Officer
                       and  Director

/s/ Barrie Logan
------------------
Barrie  Logan          Director                                 August 11,  2004
EXHIBIT  4.1

                        AMERICAN EAGLE MANUFACTURING CO.
                      2004 NON-QUALIFIED STOCK OPTION PLAN

     1.     Purpose.  This  2004 Non-Qualified Stock Option Plan (the "Plan") is
            -------
intended  to  promote  the  financial  success  and  interests of American Eagle
Manufacturing  Co.  (the "Company") and materially increase shareholder value by
giving incentives to the eligible officers and other employees and directors of,
and  consultants  and  advisors  to,  the  Company,  its parent (if any) and any
present   or  future  subsidiaries   of  the  Company   (collectively,  "Related
Corporations")  through providing opportunities to acquire stock in the Company.
As  used  herein,  the terms "parent" and "subsidiary" mean "parent corporation"
and  "subsidiary  corporation",  respectively,  as  those  terms  are defined in
Sections  424(e) and 424(f) or successor provisions of the Internal Revenue Code
of  1986  as  amended  from  time to time (the "Code").  Any proceeds of cash or
property  received  by  the  Company  for the sale of the Company's Common Stock
pursuant  to  options granted under this Plan will be used for general corporate
purposes.

     2.     Structure  of  the  Plan.  The  Plan  permits the following separate
            ------------------------
types  of  grant:

A.   Options  may be granted hereunder to purchase shares of common stock of the
     Company.  These  options  will  not qualify as Incentive Stock Options. The
     Non-Qualified  Options  are sometimes referred to hereinafter as "Options".

B.   Awards  of  stock  in  the  Company  ("Awards")  may  be  granted.

C.   Opportunities  to  make  direct  purchases  of  stock  in  the  Company
     ("Purchases")  may  be  authorized.

Options,  Awards  and authorizations to make Purchases are sometimes referred to
hereinafter  as  "Stock  Rights".

      3.     Administration  of  the  Plan.
             -----------------------------

A.   The  Plan  shall  be  administered by the Board of Directors of the Company
     (the  "Board").  The  Board  may  in  its  sole  discretion  grant Options,
     authorize  Purchases  and  grant Awards, as provided in the Plan. The Board
     shall  have  full power and authority, subject to the express provisions of
     the  Plan,  to  construe  and interpret the Plan and all Option agreements,
     Purchase  authorizations  and  Award grants thereunder, to establish, amend
     and  rescind  such rules and regulations as it may deem appropriate for the
     proper  administration of the Plan, to determine in each case the terms and
     provisions  which  shall  apply  to a particular Option agreement, Purchase
     authorization,  or  Award grant, and to make all other determinations which
     are,  in  the  Board's  judgment,  necessary  or  desirable  for the proper
     administration  of  the  Plan. The Board may correct any defect, supply any
     omission  or  reconcile  any  inconsistency  in  the  Plan or in any Option
     agreement,  Purchase  authorization or Award grant in the manner and to the
     extent  it  shall, in its sole discretion, consider expedient. Decisions of
     the Board shall be final and binding on all parties who have an interest in
     the  Plan  or any Option, Purchase, Award, or stock issuance thereunder. No
     director  or  person  acting  pursuant  to authority delegated by the Board
     shall be liable for any action or determination under the Plan made in good
     faith.
B.   The  Board  may,  to  the  full  extent  permitted  by  and consistent with
     applicable  law  and  the  Company's By-laws, and subject to Subparagraph D
     hereinbelow,  delegate  any  or  all  of  its  powers  with  respect to the
     administration  of  the  Plan to a committee (the "Committee") appointed by
     the  Board.  If a Committee has been appointed, all references in this Plan
     to  the  Board  shall  mean  and  relate  to  that  Committee.

C.   Those  provisions  of  this Plan which make express reference to Rule 16b-3
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     or  any  successor  rule ("Rule 16b-3"), or which are required in order for
     certain  option  transactions  to  qualify  for exemption under Rule 16b-3,
     shall  apply  only  to those persons required to file reports under Section
     16(a)  of  the  Exchange  Act  (a  "Reporting  Person").

D.   If  the  Company registers any class of equity security under Section 12 of
     the  Exchange  Act, the selection of a director or an officer (as the terms
     "director"  and  "officer"  are  defined  for  purposes of Rule 16b-3) as a
     recipient  of an option, the timing of the option grant, the exercise price
     of  the  option  and  the  number  of shares subject to the option shall be
     determined  either  (i)  by  the  Board,  if  all  of the Board members are
     disinterested  persons  within the meaning of Rule 16(b)(3), or (ii) by two
     or  more directors having full authority to act in the matter, each of whom
     shall  be  such  a  disinterested  person.

     4.     Eligible  Employees and Others.  Non-Qualified Options,  Awards, and
            -------------------------------
authorizations  to  make  Purchases  may  be granted to any employee, officer or
director of, or consultant or advisor to the Company or any Related Corporation,
except  for instances where services are in connection with the offer or sale of
securities  in  a  capital-raising  transaction,  or they directly or indirectly
promote  or  maintain  a  market  for  the Company's securities.  In making such
determinations,  the Board and/or the Committee may take into account the nature
of  the  services  rendered  by  such  person, his or her present  and potential
contribution  to  the  Company's  success,  and  such other factors as the Board
and/or  Committee  in  its  discretion shall deem relevant.  The granting of any
Stock Right to any individual or entity shall neither entitle that individual or
entity  to,  nor  disqualify him from, participation in any other grant of Stock
Rights.

     5.     Stock.  The  stock subject to Options, Awards and Purchases shall be
            -----
authorized  but unissued shares of common stock of the Company ("Common Stock"),
or  shares  of  Common  Stock  reacquired  by  the  Company  in any manner.  The
aggregate  number  of  shares which may be issued under the Plan is Five Million
Five  Hundred  Thousand  (5,500,000),  subject  to  adjustment  as  provided  in
Paragraph  13.  If  any  Option granted under the Plan shall expire or terminate
for  any  reason  without  having  been exercised in full or shall cease for any
reason  to be exercisable in whole or in part, or if the Company shall reacquire
any  nonvested  shares  issued  pursuant to Awards or Purchases, the unpurchased
shares  subject  to  such  Option,  or such nonvested shares so reacquired shall
again  be  available  for  grants of Stock Rights under the Plan.  No fractional
shares  of  Common  Stock  shall be issued, and the Board and/or Committee shall
determine  the  manner  in  which  fractional  share  value  shall  be  treated.
6.     Option  Agreements.  As  a condition to the grant of an Option, each
            ------------------
recipient  of  an  Option  shall  execute  an  option agreement in such form not
inconsistent  with the Plan as the Board shall approve.  These option agreements
may  differ  among  recipients.  The  Board may, in its sole discretion, include
additional  provisions   in  option  agreements,  including  without  limitation
restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to
make,  arrange for or guarantee loans or to transfer other property to optionees
upon exercise of options, or such other provisions as shall be determined by the
Board;  provided,  however,  that   such  additional  provisions  shall  not  be
inconsistent  with  any  provision  of  the  Plan.

     7.     Option  Exercise  Price.
            -----------------------

A.   Subject  to  Subparagraph  3D  of  this  Plan  and  Subparagraph  B of this
     Paragraph  7, the purchase price per share of Common Stock deliverable upon
     the  exercise  of  an  Option ("exercise price") shall be determined by the
     Board.

B.   The  exercise  price  of  each  Non-Qualified Option granted under the Plan
     shall  in  no  event  be less than the par value per share of the Company's
     Common  Stock.

     8.     Cancellation  and  New  Grant of Options, Etc.  The Board shall have
            ---------------------------------------------
the  authority to effect, at any time and from time to time, with the consent of
the  affected  optionees, the cancellation of any or all outstanding Options and
the grant in substitution therefor of new Options covering the same or different
shares of Common Stock and having an exercise price per share which may be lower
or  higher  than  the  exercise  price  per  share   of  the  canceled  Options.

     9.     Exercise  of  Options.
            ---------------------

A.   Each  Option  granted under the Plan shall be exercisable either in full or
     in  installments  at  such time or times and during such period as shall be
     set forth in the agreement evidencing the Option, subject to the provisions
     of  the  Plan.  The  partial  exercise  of  an  option  shall not cause the
     expiration,  termination  or cancellation of the remaining portion thereof.
     The  Board may, in its sole discretion, (i) accelerate the date or dates on
     which all or any particular Option or Options granted under the Plan may be
     exercised  or  (ii)  extend  the dates during which all, or any particular,
     Option  or  Options  granted  under  the  Plan  may  be  exercised.

B.   Options  granted  under  the  Plan  may provide for payment of the exercise
     price plus taxes (as provided in Section 22, below) by any of the following
     methods:

(i)  In  cash,  by  wire  transfer, by certified or cashier's check, or by money
     order;  or

(ii) By  delivery to the Company of an exercise notice that requests the Company
     to  issue  to the Optionee the full number of shares as to which the Option
     is  then exercisable, less the number of shares that have an aggregate Fair
     Market Value, as determined by the Board in its sole discretion at the time
     of  exercise,  equal to the aggregate purchase price of the shares to which
     such  exercise relates. (This method of exercise allows the Optionee to use
     a portion of the shares issuable at the time of exercise as payment for the
     shares  to which the option relates and is often referred to as a "cashless
     exercise."  For example, if the Optionee elects to exercise 1,000 shares at
     an  exercise price of $0.25 and the current Fair Market Value of the shares
     on  the  date  of  exercise is $1.00, the Optionee can use 250 of the 1,000
     shares at $1.00 per share to pay for the exercise of the entire Option (250
     x  $1.00  =  $250.00)  and  receive   only   the  remaining   750  shares.)
For purposes of this section, "  Fair Market Value" shall be defined as the
     average  closing  price  of   the  common  stock  (if  actual  sales  price
     information  on  any  trading  day  is not available, the closing bid price
     shall  be  used) for the five trading days prior to the Date of Exercise of
     this  Option (the "Average Closing Bid Price"), as reported by the National
     Association of Securities Dealers Automated Quotation System ("NASDAQ"), or
     if  the common stock is not traded on NASDAQ, the Average Closing Bid Price
     in the over-the-counter market; provided, however, that if the common stock
     is  listed  on a stock exchange, the Fair Market Value shall be the Average
     Closing  Bid  Price  on  such  exchange; and, provided further, that if the
     common stock is not quoted or listed by any organization, the fair value of
     the  common  stock, as determined by the Board of Directors of the Company,
     whose  determination shall be conclusive, shall be used). In no event shall
     the  Fair  Market  Value  of any share of Common Stock be less than its par
     value.

     10.     Option  Period.   Subject   to  earlier   termination  under  other
             --------------
provisions  of  this Plan, each Option and all rights thereunder shall expire on
such  date  as  shall  be  set   forth  in  the  applicable   option  agreement.

     11.     Nontransferability  of Options.  Options shall not be assignable or
             ------------------------------
transferable  by the optionee, either voluntarily or by operation of law, except
by  will  or  the  laws of descent and distribution, and, during the life of the
optionee,  except  to  the extent otherwise provided in the agreement evidencing
the  Option,  shall  be  exercisable  only  by  the  optionee.

     12.     Effect of Termination of Employment or Other Relationship.  Subject
             ---------------------------------------------------------
to  all  other  provisions  of the Plan, the Board shall determine the period of
time  during  which  an  Optionee  may  exercise  an  Option  following  (i) the
termination  of the optionee's employment or other relationship with the Company
or  a Related Corporation or (ii) the death or disability of the optionee.  Such
periods  shall  be  set  forth  in  the  agreement  evidencing  the  Option.

     13.     Adjustments.
             -----------

A.   If,  through  or  as  a result of any merger, consolidation, sale of all or
     substantially  all   of  the   assets  of   the   Company,  reorganization,
     recapitalization,  reclassification,  stock  dividend, stock split, reverse
     stock  split  or  other  similar transaction, (i) the outstanding shares of
     Common  Stock  are increased, decreased or exchanged for a different number
     or  kind  of  shares or other securities of the Company, or (ii) additional
     shares  or  new  or  different shares or other securities of the Company or
     other non-cash assets are distributed with respect to such shares of Common
     Stock  or  other  securities,  an  appropriate and proportionate adjustment
     shall  be  made  in  (a) the maximum number and kind of shares reserved for
     issuance  under  the  Plan,  (b)  the  number  and  kind of shares or other
     securities  subject to any then outstanding Options under the Plan, and (c)
     the  price for each share subject to any then outstanding Options under the
     Plan,  without  changing  the  aggregate  purchase  price  as to which such
     Options  remain exercisable. No fractional shares shall be issued under the
     Plan  on  account  of  any  such  adjustments.

B.   Any  adjustments  under  this  Paragraph  13  shall be made by the Board of
     Directors, whose determination as to what adjustments, if any, will be made
     and  the  extent  thereof   shall  be   final,   binding  and  conclusive.
14.     Rights  as  a  Shareholder.  The  holder of an Option shall have no
             --------------------------
rights  as  a  shareholder  with  respect  to  any  shares covered by the option
(including,  without  limitation,  any  voting  rights,  the right to inspect or
receive  the  Company's  balance sheets or financial statements or any rights to
receive  dividends  or non-cash distributions with respect to such shares) until
the  date  of issue of a stock certificate for such shares.  No adjustment shall
be  made for dividends or other rights for which the record date is prior to the
date  such  stock  certificate  is  issued.

     15.     Merger,  Consolidation,  Asset  Sale,  Liquidation,  Etc.
             --------------------------------------------------------

A.   Except  as may otherwise be provided in the applicable option agreement, in
     the  event of a consolidation or merger or sale of all or substantially all
     of  the  assets  of the Company in which outstanding shares of Common Stock
     are  exchanged  for  securities,  cash  or  other  property  of  any  other
     corporation  or  business entity, or in the event of the liquidation of the
     Company (each, a "Change in Control"), the Board, or the board of directors
     of  any  corporation assuming the obligations of the Company, shall, in its
     discretion,  take  any  one  or  more  of  the  following  actions,  as  to
     outstanding  Options:  (i)  provide  that such Options shall be assumed, or
     equivalent  options  shall  be  substituted, by the acquiring or succeeding
     corporation  (or  an  affiliate  thereof);  (ii) upon written notice to the
     optionees,  provide  that  any  and  all  outstanding  Options shall become
     exercisable  in  full  (to the extent not otherwise so exercisable) as of a
     specified  date  or  time   ("Accelerated  Vesting   Date")  prior  to  the
     consummation  of  such  transaction, and that all unexercised Options shall
     terminate  as  of  a specified date or time ("Accelerated Expiration Date")
     following  the  Accelerated  Vesting  Date unless exercised by the Optionee
     prior to the Accelerated Expiration Date; provided, however, that optionees
     shall  be  given  a  reasonable  period of time within which to exercise or
     provide  for  the  exercise  of  outstanding Options following such written
     notice  and before the Accelerated Expiration Date; (iii) in the event of a
     merger  under the terms of which holders of the Common Stock of the Company
     will  receive  upon  consummation  thereof  a  cash  payment for each share
     surrendered  in the merger (the "Merger Price"), terminate each outstanding
     Option  in  exchange  for  a  payment, made or provided for by the Company,
     equal  in  amount  to  the  excess,  if  any,  of the Merger Price over the
     per-share exercise price of each such Option, times the number of shares of
     Common  Stock  subject  to  such Option; or (iv) terminate each outstanding
     Option in exchange for a cash payment equal in amount to the product of the
     excess,  if  any,  of the fair market value of a share of Common Stock over
     the  per-share  exercise  price  of  each  such Option, times the number of
     shares  subject  to  such Option. The Board shall determine the fair market
     value  of  a  share  of Common Stock for purposes of the foregoing, and the
     Board's determination of such fair market value shall be final, binding and
     conclusive.

B.   In  the event of a Change in Control and to the extent the rights described
     in  this  Section  15B  are  not  already  substantially  provided  to each
     Qualified Option Recipient (as defined below) by the Board (or the board of
     directors  of  any  corporation  assuming  the  obligations of the Company)
     pursuant  to  Section 15A, beginning on the date which is 180 days from the
     date  of such Change in Control, each Qualified Option Recipient shall have
     the  right  to exercise and receive from the Company or its successor their
     respective  Acceleration  Amount  (as  defined  below). A "Qualified Option
     Recipient"  is  defined  as  an option recipient hereunder who both (A) has
     maintained  a  relationship  as  an  employee,  officer  or director of, or
     consultant  or  advisor  to,  the Company or its successor for the 180 days
     immediately prior to the Change in Control and (B) on the date which is 180
     days  after  the  date  of  the  Change  in Control, either (i) maintains a
     relationship  as  an  employee,  officer  or  director of, or consultant or
     advisor  to,  the  Company  or  its  successor  or (ii) fails to maintain a
     relationship  as  an  employee,  officer  or  director of, or consultant or
     advisor  to,  the  Company  or  its  successor  by  reason  of  having such
     relationship  terminated  by  the  Company  or its successor other than for
     Cause,  where  "Cause"  means  willful misconduct or willful failure of the
     option recipient to perform the responsibilities of such option recipient's
     agreed-upon  business  relationship  with  the  Company  or  its successor,
     including  without  limitation  such  option  recipient's   breach  of  any
     provision  of any employment, consulting, nondisclosure, non-competition or
     similar  agreement  between  the  option  recipient  and  the Company. With
     respect to each Qualified Option Recipient, the "Acceleration Amount" shall
     mean  the lesser of (a) the number of additional shares of Common Stock (or
     their  equivalent)  which would have become vested pursuant to their option
     agreement  over  the  twelve  (12)  month  period following the date of the
     Change  in Control or (b) fifty percent (50%) of the shares of Common Stock
     (or  their  equivalent)  which  had not yet vested pursuant to their option
     agreement  as  of  the  date of the Change in Control. The Board and, where
     applicable,  the  board  of  directors  of  any  corporation  assuming  the
     obligations  of  the Company, shall take all necessary action to accomplish
     the  purposes  of  this  Section  15B,  including  all  such actions as are
     necessary  to provide for the assumption of such obligation upon the Change
     in  Control.
C.   The  Company  may  grant Options under the Plan in substitution for Options
     held  by  employees  of  another  corporation  who  become employees of the
     Company or a Related Corporation as the result of a merger or consolidation
     of  the employing corporation with the Company or a Related Corporation, or
     as  a  result of the acquisition by the Company or a Related Corporation of
     property or stock of the employing corporation. The Company may direct that
     substitute  Options  be  granted  on such terms and conditions as the Board
     considers  appropriate  in  the  circumstances.

D.   In  the  event  of a Change in Control and with respect thereto, the rights
     and responsibilities of holders of Stock Rights pursuant to this Plan shall
     be  governed  first  and  foremost  by  the  Company's  agreement  with the
     respective  recipient  of  such  Stock  Rights  and  then,  to  the  extent
     applicable,  by  the  terms  of  this  Section  15.

     16.     Stock  Restriction  Agreement.  As  a  condition to the grant of an
             -----------------------------
Award  or a Purchase authorization under the Plan, the recipient of the Award or
Purchase   authorization   shall   execute  an  agreement   ("Stock  Restriction
Agreement")  in  such  form not inconsistent with the Plan as may be approved by
the  Board.  Stock  Restriction  Agreements  may differ among recipients.  Stock
Restriction Agreements may include any provisions the Board determines should be
included  and  that  are  not  inconsistent  with  any  provision  of  the Plan.

     17.     No  Special Employment Rights.  Nothing contained in the Plan or in
             -----------------------------
any  option  agreement or other agreement or instrument executed pursuant to the
provisions  of the Plan shall confer upon any Optionee any right with respect to
the  continuation  of  his  or  her  employment  by  the  Company or any Related
Corporation  or  interfere in any way with the right of the Company or a Related
Corporation  at any time to terminate such employment or to increase or decrease
the  compensation  of  the  optionee.

     18.     Other  Employee  Benefits.  Except as to plans which by their terms
             -------------------------
include  such  amounts  as  compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale  of  shares  received upon such exercise, or as a result of the grant of an
Award  or the authorization or making of a Purchase will constitute compensation
with  respect  to  which  any  other  employee  benefits  of  such  employee are
determined,  including,  without  limitation, benefits under any bonus, pension,
profit-sharing,  life insurance or salary continuation plan, except as otherwise
specifically  determined  by  the  Board.
19.     Amendment  of  the  Plan.
             ------------------------

A.   The  Board may at any time, and from time to time, modify or amend the Plan
     in  any  respect.

B.   The  termination  or  any  modification or amendment of the Plan shall not,
     without  the  consent of an optionee, affect the optionee's rights under an
     Option  previously  granted. With the consent of the Optionee affected, the
     Board  may amend outstanding option agreements in a manner not inconsistent
     with  the  Plan.  The Board shall have the right to amend or modify (i) the
     terms  and provisions of the Plan, and (ii) the terms and provisions of the
     Plan  and  of  any outstanding Option to the extent necessary to ensure the
     qualification  of  the  Plan  under  Rule  16b-3.

     20.     Investment  Representations.  The  Board  may require any person to
             ---------------------------
whom  an  Option  is  granted, as a condition of exercising such Option, and any
person  to  whom an Award is granted or a Purchase is authorized, as a condition
thereof,  to  give  written assurances in substance and form satisfactory to the
Board  to  the  effect that such person is acquiring the Common Stock subject to
the  Option,  Award or Purchase for such person's own account for investment and
not  with  any  present intention of selling or otherwise distributing the same,
and to such other effects as the Company deems necessary or appropriate in order
to  comply  with federal and applicable state securities laws, or with covenants
or representations made by the Company in connection with any public offering of
its  Common  Stock.

     21.     Compliance  With  Securities Laws.  Each Option shall be subject to
             ---------------------------------
the  requirement  that  if,  at any time, counsel to the Company shall determine
that  the  listing, registration or quali-fication of the shares subject to such
Option  upon  any  securities exchange or under any state or federal law, or the
consent  or  approval  of  any  governmental  or  regulatory  body,  or that the
disclosure  of non-public information or the satisfaction of any other condition
is  necessary as a condition of, or in connection with, the issuance or purchase
of  shares  thereunder,  such  Option may not be exercised, in whole or in part,
unless  such  listing,  registration,  qualification,  consent  or  approval, or
satisfaction  of  such  condition  shall  have  been  effected  or  obtained  on
condi-tions  acceptable to the Board.  Nothing herein shall be deemed to require
the  Company  to   apply  for   or  to  obtain  such  listing,  registration  or
qualification,  or  to  satisfy  such  condition.

     22.     Withholding.  The  Company  shall  have  the  right  to deduct from
             -----------
payments  of  any kind otherwise due to the Optionee any federal, state or local
taxes  of  any  kind  required  by law to be withheld with respect to any shares
issued  upon  exercise  of Options under the Plan or upon the grant of an Award,
the making of a Purchase of Common Stock for less than its fair market value, or
the  vesting of restricted Common Stock acquired pursuant to a Stock Right.  The
Board  in its sole discretion may condition the exercise of an Option, the grant
of  an  Award,  the  making  of  a Purchase, or the vesting of restricted shares
acquired by exercising a Stock Right on the grantee's payment of such additional
withholding  taxes  by  1) additional withholding if the Optionee is an existing
employee  with  respect  to  whom  the  Company  withholds  taxes on the date of
exercise  (or  such other time as the Company's obligation to withhold taxes may
accrue);  or  2) direct payment of the required withholding to the Company.  The
Compensation  Committee  of the Board of Directors or the Board of Directors, as
applicable,  in  their sole discretion, shall determine the amount of taxes that
are  required  to  be  withheld.

     23.     Effective  Date  and  Duration  of  the  Plan.
             ---------------------------------------------

A.   The Plan shall become effective when adopted by the Board, and Stock Rights
     granted  under  the Plan shall become exercisable upon the Board's approval
     of  the  Plan.  Amendments  to  the Plan not requiring shareholder approval
     shall  become  effective  when  adopted  by  the Board. Stock Rights may be
     granted  under the Plan at any time after the effective date and before the
     termination  date  of  the  Plan.

B.   Unless  sooner  terminated  as  provided  elsewhere in this Plan, this Plan
     shall  terminate  upon  the close of business on the day next preceding the
     tenth  anniversary  of  the date of its adoption by the Board. Stock Rights
     outstanding  on  such  date  shall  continue  to  have  force and effect in
     accordance  with  the  provisions  of the instruments evidencing such Stock
     Rights.

              Adopted by the Board of Directors on July 20, 2004.
EXHIBIT  5.1

                         DAVID M. LOEV, ATTORNEY AT LAW
                         2777 ALLEN PARKWAY, SUITE 1000
                                HOUSTON, TX 77019
                               713-524-4110 PHONE
                             713-524-4122 FACSIMILE

August 11,  2004

American  Eagle  Manufacturing  Co.
2052  Corte  Del  Nogal
Carlsbad,  California  92009

Re:     Form  S-8  Registration  Statement

Gentlemen:

You  have  requested  that  we furnish you our legal opinion with respect to the
legality  of  the following described securities of American Eagle Manufacturing
Co.  (the  "Company"),  covered  by  a  Form  S-8  Registration  Statement  (the
"Registration Statement"), filed with the Securities and Exchange Commission for
the  purpose  of  registering  such securities under the Securities Act of 1933:

     -    5,500,000  shares  (the  "Shares")  of  common  stock, $.001 par value
          issuable  pursuant  to  the  2004 Non-Qualified Stock Option Plan (the
          "Plan").

In  connection  with  this opinion, I have examined the corporate records of the
Company,  including  the  Company's  Articles  of Incorporation, Bylaws, and the
Minutes  of  its  Board  of  Directors  and Shareholders meetings, the Plan, the
Registration  Statement,  and  such  other  documents  and  records  as I deemed
relevant  in  order  to  render  this  opinion.

Based  on the foregoing, it is my opinion that, after the Registration Statement
becomes  effective  and  the  Shares have been issued and delivered as described
therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.

The Company has been advised that the Shares are not eligible for issuance where
services  are  in  connection  with  the  offer  or  sale  of  securities  in  a
capital-raising  transaction, or they directly or indirectly promote or maintain
a  market  for  the  Company's  securities.

I  hereby consent to the filing of this opinion with the Securities and Exchange
Commission  as  an  exhibit to the Registration Statement and further consent to
statements made therein regarding this firm and use of my name under the heading
"Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
Statement.

     Sincerely,

     /s/  David  M.  Loev,  Attorney  at  Law
EXHIBIT 23.2

Consent of Independent Auditors

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of American Eagle Manufacturing Co. (formerly Harbour
Front Holdings, Inc. and prior to that, The Bauer Partnership, Inc.) of our
report dated April 14, 2003, which appears in the Registrant's Form 10-KSB, as
amended, for the year ended December 31, 2002.

Malone & Bailey, PLLC
Certified Public Accountants
2925 Briarpark, Suite 930
Houston, Texas 77042
www.malone-bailey.com
---------------------

August 11, 2004
EXHIBIT 23.3

Consent of Independent Auditors

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of American Eagle Manufacturing Co. (formerly Harbour
Front Holdings, Inc. and prior to that, The Bauer Partnership, Inc.) of our
report dated November 30, 2003, which appears in the Registrant's Form 8-K/A
filed on February 10, 2004.

Pollard-Kelley Auditing Services, Inc.
Auditing Services
3250 West Market St, Suite 307
Fairlawn, OH 44333
330-864-2265

August 12, 2004