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<title>As filed with the Securities and Exchange Commission on August 16, 2005</title>
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As filed with the Securities and Exchange Commission on August 23,
2005<br>REGISTRATION NO. 333-_________________<p align="center">
SECURITIES AND EXCHANGE COMMISSION<br>WASHINGTON, D.C. 20549<p align="center">
FORM S-8<br>REGISTRATION STATEMENT<br>UNDER<br>THE SECURITIES ACT OF
1933<p align="center">
<b>The Furia Organization, Inc</b>.<br> (Exact name of Registrant as specified
in its charter)</p align="center">
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<td width="191.999952" colspan="1" rowspan="1" >
<p align="center" style="border-bottom:solid windowtext .5pt">
<font size="3"><b>Delaware</b></font></p>
</td>
<td width="62.666651" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="221.333278" colspan="1" rowspan="1" >
<p align="center" style="border-bottom:solid windowtext .5pt">
<font size="3"><b>95-3931129</b></font></p>
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<td width="191.999952" colspan="1" rowspan="1" >
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(State or other jurisdiction of</p align="center">
</td>
<td width="62.666651" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="221.333278" colspan="1" rowspan="1" >
<p align="center">
(I.R.S. Employer Identification No.)</p align="center">
</td>
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<td width="191.999952" colspan="1" rowspan="1" >
<p align="center">
incorporation or organization)</p align="center">
</td>
<td width="283.999929" colspan="2" rowspan="1" >
&nbsp;</td>
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</table></div>
<p>
</p align="center">
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<td width="191.999952" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="285.333262" colspan="1" rowspan="1" >
<p align="center" style="border-bottom:solid windowtext .5pt">
<font size="3"><b>2233 Ridge Road, Suite 102, Rockwall, TX 75087</b></font></p>
</td>
<td width="158.666627" colspan="1" rowspan="1" >
&nbsp;</td>
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<td width="637.333174" colspan="3" rowspan="1" >
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(Address of principal executive offices)</p align="center">
</td>
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<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
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<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
<b>2005 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN</b></p align="center">
</td>
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<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
(Full title of Plan)</p align="center">
</td>
</tr>
</table></div>
<p align="center">
</p align="center">
<div align="center" style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
Michael D. Alexander, President</p align="center">
</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
The Furia Organization, Inc.</p align="center">
</td>
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<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
2233 Ridge Road, Suite 102</p align="center">
</td>
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<td width="191.999952" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="285.333262" colspan="1" rowspan="1" >
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<font size="3">Rockwall, Texas</font></p>
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<td width="158.666627" colspan="1" rowspan="1" >
&nbsp;</td>
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(Name and address of agent for service)</p align="center">
</td>
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</p align="center">
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<td width="191.999952" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="287.999928" colspan="1" rowspan="1" >
<p align="center">
(972) 722-9999</p align="center">
</td>
<td width="155.999961" colspan="1" rowspan="1" >
&nbsp;</td>
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<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
(Telephone number, including area code, of agent for service)</p align="center">
</td>
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<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
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<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
Copies to:</p align="center">
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<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
STEPHEN A. ZRENDA, JR., ESQ.</p align="center">
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<td width="637.333174" colspan="3" rowspan="1" >
<p align="center">
STEPHEN A. ZRENDA, JR., P.C.</p align="center">
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100 NORTH BROADWAY AVENUE, SUITE 2440</p align="center">
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OKLAHOMA CITY, OKLAHOMA 73102-8608</p align="center">
</td>
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<td width="637.333174" colspan="3" rowspan="1" >
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(405) 235-2111</p align="center">
</td>
</tr>
</table></div>
<p align="center">
______________________________________________________<p align="center">
CALCULATION OF REGISTRATION FEE</p>
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<td width="119.999970" colspan="1" rowspan="1" >
<p>
<font size="2">Title of Securities</font></p>
</td>
<td width="113.333305" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Amount to be</font></p align="center">
</td>
<td width="161.333293" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Proposed Maximum</font></p align="center">
</td>
<td width="143.999964" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Proposed Maximum</font></p align="center">
</td>
<td width="95.999976" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Amount of</font></p align="center">
</td>
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<td width="119.999970" colspan="1" rowspan="1" >
<p>
<font size="2">to be registered </font></p>
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<td width="113.333305" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Registered(1)</font></p align="center">
</td>
<td width="161.333293" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Offering Price per Share(2)</font></p align="center">
</td>
<td width="143.999964" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Aggregate Offering Price</font></p align="center">
</td>
<td width="95.999976" colspan="1" rowspan="1" >
<p align="center">
<font size="2">Registration Fee</font></p align="center">
</td>
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<td width="637.333174" colspan="5" rowspan="1" >
&nbsp;</td>
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<td width="637.333174" colspan="5" rowspan="1" >
<p>
<font size="2">Common Stock, </font></p>
</td>
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<td width="119.999970" colspan="1" rowspan="1" >
<p>
<font size="2">$.001 par value</font></p>
</td>
<td width="113.333305" colspan="1" rowspan="1" >
<p align="center">
<font size="2">10,000,000 shares</font></p align="center">
</td>
<td width="161.333293" colspan="1" rowspan="1" >
<p align="center">
<font size="2">$&nbsp;&nbsp;&nbsp;0.20</font></p align="center">
</td>
<td width="143.999964" colspan="1" rowspan="1" >
<p align="center">
<font size="2">$2,000,000</font></p align="center">
</td>
<td width="95.999976" colspan="1" rowspan="1" >
<p align="center">
<font size="2">$235.40</font></p align="center">
</td>
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<td width="637.333174" colspan="5" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
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<td width="635.999841" colspan="1" rowspan="1" >
<p>
<font size="2">(1)&nbsp;&nbsp;&nbsp;Estimated pursuant to Rule 457(c) under the
Securities Act, solely for the purpose of calculating the registration fee,
based on the average of the bid and asked prices of the Company's common stock
as reported within five business days prior to the date of this
filing.</font></p>
</td>
</tr>
</table></div>
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="center">
PART I<p align="center">
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS<p>
ITEM 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PLAN INFORMATION.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GENERAL.&nbsp;&nbsp;The Board of
Directors adopted the 2005 Stock Option, SAR and Stock Bonus Consultant Plan
(the "Plan") which authorized the Company through the Committee that administers
the Plan (the "Committee") to grant non-qualified stock options with or without
stock appreciation rights, SAR's and stock bonuses to consultants of the
Company.  There are 10,000,000 shares of Common Stock of the Company available
for grant to participants designated by the Committee under the Plan.  A
description of the Plan appears below.   Directors, officers and employees of
the Company are not eligible to participate in this Plan<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DESCRIPTION OF THE
PLAN.&nbsp;&nbsp;The Board of Directors has determined that it is necessary to
retain consultants and to provide compensation and additional incentives for
such consultants.  The Plan  permits the Committee the right to grant
non-qualified stock options ("Stock Options") with or without stock appreciation
rights ("SAR's"), SAR's and stock bonuses.  The Board believes that the best
interest of the Company will be served by combining the availability of both
Stock Option s and SAR's in certain instances<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THE COMMITTEE.&nbsp;&nbsp;The Plan
provides for the granting by the Committee of Options (with or without SAR's)
and stock bonuses to  consultants of the Company.  The shares subject to the
Plan will be registered at the Company's expense pursuant to the Securities Act
of 1933, as amended (the "Act"), and  applicable state securities acts, or will
be issued by the Company pursuant to exemptions from the registration
requirements of the Act and applicable state securities acts.  The Plan is
administered by the Committee composed of at least one member of the Board of
Directors.  The Committee administers and interprets the Plan and has authority
to grant Options and stock bonuses  to all eligible persons and determines at
the time the Option is granted the number of shares granted under and the type
of each Option or bonus, the purchase price, the option period and whether SAR's
granted thereunder or at the time of exercise of the Option.  Mr. Michael D.
Alexander has been appointed as the initial sole member of the Committee.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;STOCK OPTIONS.&nbsp;&nbsp;The Plan
provides for the issuance of non-qualified Stock Options which may be with or
without SAR's, to consultants of the Company at any time prior to midnight
August 15, 2008 for the purchase of shares of the Company's Common Stock from
the 10,000,000 shares which have been set aside for such purpose.  The Committee
may grant Stock Options  with or without SAR's for such number of shares to
eligible participants as the Committee from time to time shall determine and
designate.  Shares involved in the unexercised portion of any terminated or
expired Option may again be subjected to Options, provided that to the extent
any Option in whole or in part is surrendered as the result of the exercise of a
SAR, the shares subject to the surrendered portion of the Option will no longer
be available for use under the Plan.  <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee is vested with
discretion in determining the terms, restrictions and conditions of each Option.
The option price of the Common Stock to be issued under the Plan will be
determined by the Committee, provided such price may not be less than 85% of the
fair market value of the shares on the date of grant.  The fair market value of
a share of the Company's Common Stock will  be determined to be the closing
price for such share on the date of grant in the over-the-counter market or
other market upon which the Common Stock of the Company actively trades..<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options granted under the Plan are
exercisable in such amounts, at such  intervals and upon such terms as the
Committee shall provide in such Option.  Upon the exercise of a Stock Option,
the option price must be paid in full, in cash or in Common Stock of the Company
or a combination of cash and Common Stock of the Company.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Options granted under the Plan
may not be exercised until thirty days after the date of the grant and rights
under an SAR may not be exercised until six months after SAR's are attached to
an Option if not attached at the time of the grant, except in the event of death
or disability of the participant.  Options are exercisable only by participants
while actively employed as a  consultant by the Company or a subsidiary except
in the case of death or disability.  In the case of disability and to the extent
otherwise exercisable, Options may be exercised at any time within one year
after the occurrence of disability.  The personal representative of a deceased
participant shall have one year from the date of death (but not beyond the
expiration date of the Option) to exercise the exercisable portion of such
Option to the extent that it has accrued on the date of death.  If a
Participant's employment as a consultant by the Company or its subsidiary
terminates for any reason other than death or disability, any Option granted to
such participant shall immediately terminate.  However, a disabled participant
or any other participant upon the occurrence of other special circumstances may,
with the consent of the Committee, exercise an Option if the disability or other
event causing termination  of employment as consultant occurred on or after the
six-month period following the date of grant, notwithstanding the fact that all
installments with respect to such Option had not accrued at such date.  If a
participant dies or terminates as a consultant with the Company or its
subsidiary by disability within the aforesaid six-month waiting period, the
Committee may permit the personal representative of such deceased participant or
the disabled participant to exercise any portion of an Option previously granted
to such deceased or disabled participant.  No Option may be exercisable after
August 15, 2008. Subject to such conditions, Options will become exercisable by
the participants in such amounts and at such times as shall be determined by the
Committee in each individual grant.  Options are not transferable except by will
or by the laws of descent and distribution.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;STOCK APPRECIATION
RIGHTS.&nbsp;&nbsp;Except in the case of death or disability, a SAR may not be
exercised until six months after the date of grant but thereafter may be
exercised and will terminate at such time as the Committee determines.  SAR's
are exercisable only upon surrender of part or all of the related Option to
which they are attached.  SAR's also terminate upon termination of the related
Option.  They may be exercised only by participants while employed as  a
consultant by the Company or its subsidiary, under the same terms and conditions
as the Stock Options and like such Options, death or disability  provide
exceptions.  See "Stock Options " above.  A participant who terminates
employment as  a consultant by reason of disability or death within the
six-month period following the date of grant of a SAR will automatically lose
the SAR as well as the related Stock Option.  However, a disabled  participant,
or any other participant upon the occurrence of other special circumstances,
may, with the consent of the Committee, exercise a SAR if the disability or
other event causing termination of employment as  a consultant occurred on or
after the six-month period following the date of grant notwithstanding the fact
that all installments with respect to such SAR had not accrued as of such date.
If a participant dies or becomes disabled which causes termination of employment
as a consultant within the aforesaid six-month waiting period, the Committee may
permit the personal representative of such deceased participant or the disabled
participant to exercise any portion of a SAR previously granted to such deceased
or disabled participant.  Upon the exercise of a SAR, the holder is entitled
(subject to the Committee's approval) to receive the excess of the fair market
value of the shares for which the right is exercised over the option price under
the related Option.  <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee has the authority to
determine whether the value of the SAR is paid in cash or shares of Common Stock
or both and whether or not the SAR may be exercised by the participant.  The
Committee may deny the exercise of the SAR, if in the Committee's opinion, the
performance by the participant is unsatisfactory or the conduct of the
participant has been detrimental to the Company or one of its subsidiaries.  The
Committee has no authority to deny the exercise of the underlying Stock Option
pursuant to the terms of the grant. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The utilization of SAR's will require
a charge to the Company's operations for each year for the appreciation of the
rights which are anticipated will be exercised.  The amount of a charge is
dependent upon whether and the extent to which such rights are granted, and the
amount, if any, by which the fair market value of the Company's Common Stock
exceeds the option price provided for in the related Stock Option.  A similar
charge will be made for Stock Options without SAR's.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ADJUSTMENTS.  The total number of
shares of the Company's Common Stock which may be purchased through all classes
of Options under the Plan and the number of shares subject to outstanding
Options and the related option prices will be adjusted in the cases of changes
in capital structure resulting from a stock dividend, recapitalization, stock
split, consolidation, reorganization, combination, liquidation, stock dividend
or similar transaction, except a dissolution or liquidation of the  Company or a
merger or consolidation in which the Company is not the surviving or the
resulting corporation (except a reorganization which has the effect of changing
the Company's place of organization) will cause the Plan and any Option or SAR
granted thereunder to terminate upon the effective date of such dissolution,
liquidation, merger or consolidation.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TERMINATION AND AMENDMENT.  The Plan
terminates as of midnight on August 15, 2008, but prior thereto may be altered,
changed, modified, amended or terminated by written amendment approved by the
Board of Directors.  Provided, that no action of the Committee may, without the
approval of Board of Directors, increase the total amount of Common Stock which
may be purchased under Options granted under the Plan; withdraw the
administration of the Plan from the Committee; amend or alter the option price
of Common Stock under the Plan; or change the manner of computing the spread
payable by the Company to a participant upon the exercise of a SAR.   No
amendment, modification or termination of the Plan shall in any manner adversely
affect any Option theretofore granted under the Plan without the consent of the
optionee except  as described under "Adjustments" above.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FEDERAL INCOME TAX CONSEQUENCES FOR
U.S. CITIZENS AND U.S. RESIDENTS.  A participant receiving a Stock Option under
the Plan will not be in receipt of U.S. income under the Code and the applicable
Treasury Regulations thereunder, upon the grant of the Option.   However, he
will realize income at the time the Option is exercised in an amount equal to
the excess of the fair market value of the Common Stock acquired on the date of
exercise.  The amount of income realized by a participant will be treated as
ordinary income, and the Company will be entitled to deduct that same amount.
The tax basis of any Common Stock received by a participant will be its fair
market value on the exercise date.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The granting of Stock Options with
SAR's  will not produce income under the Code and the applicable Treasury
Regulations to the participant or and will not result in a tax deduction to the
Company.   Upon exercise of such rights, any cash a participant receives and the
fair market value on the exercise date of any Common Stock received will be
taxable to the participant as ordinary income.  The amount of income recognized
by a participant will be deductible by the Company.  The tax basis of any Common
Stock received by a participant will be its fair market value on the exercise
date.<p>
ITEM 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the
information specified in Part I of Form S-8 will be sent or given to
participants as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act").  Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.<p>
ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INCORPORATION OF DOCUMENTS BY REFERENCE.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or
concurrently filed by the Company with the Commission are hereby incorporated by
reference into this Registration Statement:<p>
<p>
1.&nbsp;&nbsp;Form 10 registration statement of the Company (0-13910), File No.
2-94266L.A..;<p>
2.&nbsp;&nbsp;The Form 10K/A annual report of the Company for its fiscal year
ended June 30, 2004, filed on April 11, 2005.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the above documents and
documents subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Form S-8 Registration Statement and
to be a part thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is a
part hereof (the "Prospectus") to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is, or is
deemed to be, incorporated by reference herein or therein modifies or supersedes
such statement.   Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Form
S-8 Registration Statement and the Prospectus.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents incorporated by
reference herein will be made available to all participants without charge, upon
written or oral request.   Other documents required to be delivered to
participants pursuant to Rule 428(b)(1) under the Securities Act of 1933 are
also available without charge, upon written or oral request.  All requests for
documents shall be directed to:<p align="center">
Michael D. Alexander, President<br>The Furia Organization, Inc.<br>2233 Ridge
Road, Suite 102<br>Rockwall, Texas 75087<br>972.722.9999<p>
ITEM 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DESCRIPTION OF SECURITIES<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<p>
ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INTERESTS OF NAMED EXPERTS AND COUNSEL<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<p>
ITEM 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INDEMNIFICATION OF DIRECTORS AND
OFFICERS<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is a Delaware corporation.
Section 145 of the Delaware General Corporation Law provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article 8 of the Certificate of
Incorporation and Section 7 of the By-Laws of the Company provides that the
Company shall have the power to indemnify its directors and officers to the full
extend provided by law.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the present time, the Company does
not have any officer-director liability insurance although permitted by Delaware
law, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.<p>
ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXEMPTION FROM REGISTRATION CLAIMED <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
ITEM 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXHIBITS</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
<p>
3.1</p>
</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
Certificate of Incorporation of the Registrant</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
(Incorporated by reference to Exhibit 3 (a) of the</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
Company's Registration Statement, File No. 2-94266 LA)</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
<p>
3.2</p>
</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
Certificate of Amendment to Articles of Incorporation</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
(Incorporated by reference to Exhibit 2.2 of the</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
Company's 10-KSB for the fiscal year ended June 30, 1997)</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
<p>
3.3</p>
</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
By-Laws of the Company (Incorporated by reference to</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="563.999859" colspan="1" rowspan="1" >
<p>
Exhibit 3 (b) of the Company's Registration Statement)</p>
</td>
<td width="42.666656" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, see the Exhibit Index
following the signature page in this Registration Statement, which Exhibit Index
is incorporated herein by reference.<p>
ITEM 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;UNDERTAKINGS<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned Company hereby undertakes:</p>
<p style="margin-left:80">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any
period in which offers or sales are being made, a post-effective amendment to
the Registration Statement to: (i) include any prospectus required by Section
10(a)(3) of the Securities Act;  (ii) reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end  of the estimated maximum
offering range may be selected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration" table in the
effective registration statement; and (iii) include any material information
with respect to the plan of  distribution not previously disclosed in the
Registration Statement or any material change to such  information in the
Registration Statement, provided however, that provisions (i) and (ii) of this
undertaking are inapplicable if the information to be filed thereunder is
contained in periodic reports filed by the Company pursuant to the Exchange Act
that are incorporated by reference into the Registration Statement;</p><p>
</p>
<p style="margin-left:80">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose
of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and</p><p>
</p>
<p style="margin-left:80">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.</p><p>
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing  provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and, is, therefore,
unenforceable.  In the event that a claim for  indemnification against such
liabilities (other than director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of  its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in 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.<p align="center">
SIGNATURES<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the
Securities Act, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rockwall, Texas on August 23, 2005.</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="413.333230" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="223.999944" colspan="1" rowspan="1" >
<p>
The Furia Organization, Inc.</p>
</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="413.333230" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="223.999944" colspan="1" rowspan="1" >
<p>
/s/ Michael D. Alexander</p>
</td>
</tr>
<tr valign="top">
<td width="413.333230" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="223.999944" colspan="1" rowspan="1" >
<p>
Michael D. Alexander, President and </p>
</td>
</tr>
<tr valign="top">
<td width="413.333230" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="223.999944" colspan="1" rowspan="1" >
<p>
sole Director.</p>
</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="center">
THE FURIA ORGANIZATION, INC.<p align="center">
EXHIBIT INDEX<p align="center">
TO<p align="center">
FORM S-8 REGISTRATION STATEMENT</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="83.999979" colspan="1" rowspan="1" >
<p>
<u>EXHIBIT NO.</u></p>
</td>
<td width="5.333332" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="443.999889" colspan="1" rowspan="1" >
<p>
<u>DESCRIPTION                            &nbsp;&nbsp;&nbsp;</u></p>
</td>
<td width="102.666641" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="89.333311" colspan="2" rowspan="1" >
<p>
5.1</p>
</td>
<td width="443.999889" colspan="1" rowspan="1" >
<p>
Opinion of Stephen A. Zrenda, Jr., P.C.</p>
</td>
<td width="102.666641" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="89.333311" colspan="2" rowspan="1" >
<p>
10.1</p>
</td>
<td width="443.999889" colspan="1" rowspan="1" >
<p>
2005 Stock Option, SAR and Stock Bonus Consultant Plan</p>
</td>
<td width="102.666641" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="89.333311" colspan="2" rowspan="1" >
<p>
23.1</p>
</td>
<td width="443.999889" colspan="1" rowspan="1" >
<p>
Consent of Stephen A. Zrenda, Jr., P.C.</p>
</td>
<td width="102.666641" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="89.333311" colspan="2" rowspan="1" >
<p>
23.2</p>
</td>
<td width="443.999889" colspan="1" rowspan="1" >
<p>
Consent of Lawrence Scharfman &amp; Co., CPA P.C.</p>
</td>
<td width="102.666641" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="right">
EXHIBIT 5.1<p align="center">
<b>STEPHEN A. ZRENDA, JR., P.C.</b><br>ATTORNEYS AND COUNSELORS AT LAW<br>100
NORTH BROADWAY AVENUE, SUITE 2440<br>OKLAHOMA CITY, OKLAHOMA 73102-8608</p>
<div align="center" style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="215.999946" colspan="1" rowspan="1" >
<p>
Telephone (405) 235-2111</p>
</td>
<td width="215.999946" colspan="1" rowspan="1" >
<p align="center">
Email:&nbsp;&nbsp;<u>Zrendaesq@</u><font size="0"><u>
</u></font><u>aol.com</u></p align="center">
</td>
<td width="205.333282" colspan="1" rowspan="1" >
<p align="right">
Telecopier (915) 975-8003</p align="right">
</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
<p align="center">
August 23, 2005<p>
Mr. Michael D. Alexander, President<br>The Furia Organization, Inc.<br>2233
Ridge Road, Suite 102<br>Rockwall, Texas 75087<p>
Gentlemen:<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have acted as special counsel to
The Furia Organization, Inc. (the "Company") to render a legal opinion regarding
its Form S-8 Registration Statement to be filed with the Securities and Exchange
Commission concerning its plan to issue its Common Stock, $.001 par value, to
consultants to the Company under its 2005 Stock Option, SAR and Stock Bonus
Consultant Plan (the "Plan").<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with this opinion, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, instruments and documents
of the Company, certificates of public officials and of officers of the Company,
and such other certificates, documents and records, and have made such other
investigations, as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed.  As to questions of fact material to such
opinions we have, when relevant facts were not independently established, relied
upon such certificates of public officials and of such officers, such other
certificates, documents and records, and upon the representations of such
parties.  In addition, we have assumed: (i) the genuineness of all signatures on
all documents seen or reviewed by us, ii) the authenticity of documents
submitted to us as originals, and (iii) the conformity with the original and
certified copies of all documents submitted to us as copies and the authenticity
of the originals thereof.  We have also examined such matters of law and such
additional matters of fact as we consider necessary or appropriate in connection
with the opinions hereinafter expressed.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on and subject to the foregoing,
it is our opinion that:<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware; and<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assuming
the accuracy of the documents, representations and warranties of the Company,
the offer, issuance and sale of the Common Stock of the Company to consultants
under the Plan and under the terms and provisions of consulting agreements and
other contracts which have been duly authorized by the Company will have been
duly authorized and validly issued and will be fully paid and nonassessable.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The opinions expressed herein are
solely for your benefit in connection with the Form S-8 Registration Statement
of the Company and may not be relied upon in any manner or for any purpose by
any other person or entity without the prior written consent of this firm.</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="227.999943" colspan="3" rowspan="1" >
<p>
Very truly yours,</p>
</td>
<td width="37.333324" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="5" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="227.999943" colspan="3" rowspan="1" >
<p>
STEPHEN A. ZRENDA, JR., P.C.</p>
</td>
<td width="37.333324" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="5" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="5" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
<p>
By: </p>
</td>
<td width="161.333293" colspan="1" rowspan="1" >
<p style="border-bottom:solid windowtext .5pt">
<font size="3">/s/ Stephen A. Zrenda, Jr.</font></p>
</td>
<td width="73.333315" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="234.666608" colspan="3" rowspan="1" >
<p>
Stephen A. Zrenda, Jr.</p>
</td>
</tr>
</table></div>
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p align="right">
EXHIBIT 10.1<p align="center">
<font size="4"><b>The Furia Organization,
Inc.</b></font><br><font size="4"><b>2005 Stock Option, SAR and Stock Bonus
Consultant Plan</b></font><p align="center">
<b>ARTICLE 1</b><p align="center">
<b>General Provisions</b><p>
<b>1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purpose.</b>&nbsp;&nbsp;The purpose of the
The Furia Organization, Inc.. 2005 Stock Option, SAR and Stock Bonus Consultant
Plan (the "Plan") shall be to retain and compensate independent consultants (the
"Participants") of The Furia Organization, Inc. (the "Company") and its
subsidiaries, if any, by way of granting (i) non-qualified stock options ("Stock
Options"), (ii) non-qualified stock options with stock appreciation rights
attached ("Stock Option SAR's"), and (iii) stock bonuses.   Directors, officers
and employees of the Company are not eligible to participate in this Plan.  In
addition, no person shall be a Participant in this Plan in consideration for
consulting or other services related to capital raising activities for the
Company or related to any stock promotion activities for the Company.   For the
purpose of this Plan, Stock Option SAR's  are sometimes collectively herein
called "SAR's;" and Stock Options.  The  Stock Options to be granted are
intended to be "non-qualified stock options" as described in Sections 83 and 421
of the Code.  Furthermore, under the Plan, the terms "parent"  and "subsidiary"
shall have the same meaning as set forth in Subsections (e) and (f) of Section
425 of the Code unless the context herein clearly indicates to the contrary.<p>
<b>1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General.&nbsp;&nbsp;</b>The terms and
provisions of this Article I shall be applicable to Stock Options and SAR's
unless the context herein clearly indicates to the contrary.<p>
<b>1.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Administration of the
Plan.</b>&nbsp;&nbsp;The Plan shall be administered by the Stock Plan Committee
(the "Commit-tee") appointed by the Board of Directors (the "Board") of the
Company and consisting of at least one member from the Board.  The members of
the Committee shall serve at the pleasure of the Board.  The Committee shall
have the power where consistent with the general purpose and intent of the Plan
to (i) modify the requirements of the Plan to conform with the law or to meet
special circumstances not anticipated or covered in the Plan, (ii) suspend or
discontinue the Plan, (iii) establish policies and (iv) adopt rules and
regulations and prescribe forms for carrying out the purposes and provisions of
the Plan including the form of any "stock option agreements" ("Stock Option
Agreements").  Unless otherwise provided in the Plan, the Committee shall have
the authority to interpret and construe the Plan, and determine all questions
arising under the Plan and any agreement made pursuant to the Plan.  Any
interpretation, decision or determination made by the Committee shall be final,
binding and conclusive.  A majority of the Committee shall constitute a quorum,
and an act of the majority of the members present at any meeting at which a
quorum is present shall be the act of the Committee.  Mr. Michael D. Alexander
is hereby appointed as the initial member of the Committee.<p>
<b>1.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares Subject to the
Plan.&nbsp;&nbsp;</b>Shares of stock ("Stock") covered by Stock Options, SAR's,
and stock bonuses shall consist of 10,000,000 shares of the Common Stock, $.001
par value, of the Company.  Either authorized and unissued shares or treasury
shares may be delivered pursuant to the Plan.  If any Option for shares of
Stock, granted to a Participant lapses, or is otherwise terminated, the
Committee may grant Stock Options, SAR's and stock bonuses for such shares of
Stock to other Participants.  However, neither Stock Options nor SAR's shall be
granted again for shares of Stock which have been subject to SAR's which are
surrendered in exchange for cash or shares of Stock issued pursuant to the
exercise of SAR's as provided in Article II hereof.<p>
<b>1.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participation in the
Plan.&nbsp;&nbsp;</b>The Committee shall determine from time to time those
Participants who are to be granted Stock Options, SAR's  and stock bonuses and
the number of shares of Stock covered thereby.  </p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>1.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Determination of Fair Market
Value.&nbsp;&nbsp;</b>As used in the Plan, "fair market value" shall mean on any
particular day (i) if the Stock is listed or admitted for trading on any
national securities exchange or the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation System, the last
sale price, or if no sale occurred, the mean between the closing high bid and
low asked quotations, for such day of the Stock on the principal securities
exchange on which shares of Stock are listed, (ii) if Stock is not traded on any
national securities exchange but is quoted on the National Association of
Securities Dealers, Inc., Automated Quotation System, the NASD electronic
bulletin board, or any similar system of automated dissemination of quotations
or securities prices in common use, the mean between the closing high bid and
low asked quotations for such day of the Stock on such system, (iii) if neither
clause (i) nor (ii) is applicable, the mean betw-een the high bid and low asked
quotations for the Stock as reported by the National Quotation Bureau,
Incorporated if at least two securities dealers have inserted both bid and asked
quotations for shares of the Stock on at least five (5) of the ten (10)
preceding days, (iv) in lieu of the above, if actual transact-ions in the shares
of Stock are reported on a consolidated transaction reporting system, the last
sale price of the shares of Stock on such system or, (v) if none of the
conditions set forth above is met, the fair market value of shares of Stock as
determined by the Board.  Provided, for purposes of determining "fair market
value" of the Common Stock of the Company, such value shall be determined
without regard to any restriction other than a restriction which will never
lapse.<p>
<b>1.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Adjustments Upon Changes in
Capitalization.&nbsp;&nbsp;</b>The aggregate number of shares of Stock under
Stock Options granted under the Plan, the Option Price and the total number of
shares of Stock which may be purchased by a Participant on exercise of a Stock
Option shall be approximately adjusted by the Committee to reflect any
recapitalization, stock split, merger, consolidation, reorganization,
combination, liquidation, stock dividend or similar transaction involving the
Company except that a dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving or the resulting
corporation, shall cause the Plan and any Stock Option, or SAR  granted
thereunder, to terminate upon the effective date of such dissolution,
liquidation, merger or consolidation.  Provided, that for the purposes of this
Section 1.7, if any merger, consolidation or combination occurs in which the
Company is not the surviving corporation and is the result of a mere change in
the identity, form or place of organization of the Company accomplished in
accordance with Section 368(a)(1)(F) of the Code, then, such event will not
cause a termination.  Appropriate adjustment may also be made by the Committee
in the terms of a SAR to reflect any of the foregoing changes.<p>
<b>1.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amendment and Termination of the
Plan.&nbsp;&nbsp;</b>The Plan shall terminate at midnight, August 15, 2008, but
prior thereto may be altered, changed, modified, amended or terminated by
written amendment approved by the Board.  Provided, that no action of the Board
may, without the approval of the Board of Directors, increase the aggregate
number of shares of Stock which may be purchased under Stock Options, SAR's or
stock bonuses granted under the Plan; or withdraw the administration of the Plan
from the Committee.  Except as provided in this Article I, no amendment,
modification or termination of the Plan shall in any manner adversely affect any
Stock Option or SAR theretofore granted under the Plan without the consent of
the affected Participant.<p>
<b>1.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective Date.&nbsp;&nbsp;</b>The Plan
shall be effective August 16, 2005<p>
<b>1.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Securities Law
Requirements.&nbsp;&nbsp;</b>The Company shall have no liability to issue any
Stock hereunder unless the issuance of such shares would comply with any
applicable federal or state securities laws or any other applicable law or
regulations thereunder.<p>
<b>1.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Separate
Certificates.&nbsp;&nbsp;</b>Separate certificates representing the Common Stock
of the Company to be delivered to a Participant upon the exercise of any Stock
Option, or SAR will be issued to such Participant.<p>
<b>1.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Payment for Stock; Receipt of Stock or Cash
in Lieu of Payment.  </b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Payment
for Stock.&nbsp;&nbsp;</b>Payment for shares of Stock acquired under this Plan
shall be made in full and in cash or check made payable to the Company or may be
made by the transfer of common stock owned by the Participant to the Company at
fair value.  Provided, payment for shares of Stock purchased under this Plan may
also be made in Common Stock of the Company or a combination of cash and Common
Stock of the Company in the event that the purchase of shares is pursuant to the
exercise of rights under an SAR attached to the Option and which is exercisable
on the date of exercise of the Option.  In the event that Common Stock of the
Company is utilized in consideration for the purchase of Stock upon the exercise
of a Stock Option, then, such Common Stock shall be valued at the "fair market
value" as defined in Section 1.6 of the Plan.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Receipt
of Stock or Cash in Lieu of Payment.&nbsp;&nbsp;</b>Furthermore, a Participant
may exercise an Option without payment of the Option Price in the event that the
exercise is pursuant to rights under an SAR attached to the Option and which is
exercisable on the date of exercise of the Option.  In the event an Option with
an SAR attached is exercised without payment of the Option Price, the
Participant shall be entitled to receive either (i) a cash payment from the
Company equal to the excess of the total fair market value of the shares of
Stock on such date as determined with respect to which the Option is being
exercised over the total cash Option Price of such shares of Stock as set forth
in the Option or (ii) that number of whole shares of Stock as is determined by
dividing (A) an amount equal to the fair market value per share of Stock on the
date of exercise into (B) an amount equal to the excess of the total fair market
value of the shares of Stock on such date with respect to which the Option is
being exercised over the total cash Option Price of such shares of Stock as set
forth in the Option, and fractional shares will be rounded to the next lowest
number and the Participant will receive cash in lieu thereof. <p>
<b>1.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incurrence of Disability.&nbsp;&nbsp;</b>A
Participant shall be deemed to have terminated consulting and incurred a
disability ("Disability") if such Participant suffers a physical or mental
condition which, in the judgment of the Committee, totally and permanently
prevents a Participant from engaging in any substantial gainful consulting with
the Company or a subsidiary. <p>
<b>1.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grants of Options and Stock Option
Agreement.&nbsp;&nbsp;</b>Each Stock Option and/or SAR granted under this Plan
shall be evidenced by the minutes of a meeting of the Committee or by the
written consent of the Committee and by a written Stock Option Agreement
effective on the date of grant and executed by the Company and the Participant.
Each Option granted hereunder shall contain such terms, restrictions and
conditions as the Committee may determine, which terms, restrictions and
conditions may or may not be the same in each case.<p>
<b>1.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Use of Proceeds.</b>&nbsp;&nbsp;The
proceeds received by the Company from the sale of Stock pursuant to the exercise
of Options granted under the Plan shall be added to the Company's general funds
and used for general corporate purposes.<p>
<b>1.16&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-Transferability of
Options.</b>&nbsp;&nbsp;Except as otherwise herein provided, any Option or SAR
granted shall not be transferable otherwise than by will or the laws of descent
and distribution, and the Option may be exercised, during the lifetime of the
Participant, only by him or her.  More particularly (but without limiting the
generality of the foregoing), the Option and/or SAR may not be assigned,
transferred (except as provided above), pledged or hypothecated in any way,
shall not be assignable by operation of law and shall not be subject to
execution, attachment, or similar process.  Any attempted assignment, transfer,
pledge, hypotheca-tion, or other disposition of the Option and/or SAR contrary
to the provisions hereof shall be null and void and without effect.<p>
<b>1.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional Documents on Death of
Participant.</b>&nbsp;&nbsp;No transfer of an Option and/or SAR by the
Participant by will or the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice and an unauthenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the successor to the Option and/or SAR of the terms and conditions
of such Option and/or SAR.<p>
<b>1.18&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Changes in Consultant
Relationships.</b>&nbsp;&nbsp;So long as the Participant shall continue to be a
consultant of the Company or any one of its subsidiaries, any Option granted to
him or her shall not be affected by any change of duties or position.  Nothing
in the Plan or in any Stock Option Agreement which relates to the Plan shall
confer upon any Participant any right to continue as a consultant of the Company
or of any of its subsidiaries, or interfere in any way with the right of the
Company or any of its subsidiaries to terminate the consulting arrangement at
any time.<p>
<b>1.19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareholder Rights.</b>&nbsp;&nbsp;No
Participant shall have a right as a shareholder with respect to any shares of
Stock subject to an Option prior to the purchase of such shares of Stock by
exercise of the Option.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>1.20&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Right to Exercise Upon Company Ceasing to
Exist.</b>&nbsp;&nbsp;Where dissolution or liquidation of the Company or any
merger consolidation or combination in which the Company is not the surviving
corporation occurs, the Participant shall have the right immediately prior to
such dissolution, liquidation, merger, consolidation or combination, as the case
may be, to exercise, in whole or in part, his or her then remaining Options
whether or not then exercisable, but limited to that number of shares that can
be acquired without causing the Participant to have an "excess parachute
payment" as determined under Section 280G of the Code determined by taking into
account all of Participant's "parachute payments" determined under Section 280G
of the Code.  Provided, the foregoing notwithstanding, after the Participant has
been afforded the opportunity to exercise his or her then remaining Options as
provided in this Section 1.21, and to the extent such Options are not timely
exercised as provided in this Section 1.21, then, the terms and provisions of
this Plan and any Stock Option Agreement will thereafter continue in effect, and
the Participant will be entitled to exercise any such remaining and unexercised
Options in accordance with the terms and provisions of this Plan and such Stock
Option Agreement as such Options thereafter become exercisable.  Provided
further, that for the purposes of this Section 1.21, if any merger,
consolidation or combination occurs in which the Company is not the surviving
corporation and is the result of a mere change in the identity, form, or place
of organization of the Company accomplished in accordance with Section
368(a)(1)(F) of the Code, then, such event shall not cause an acceleration of
the exercisability of any such Options granted hereunder.  <p>
<b>1.21&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assumption of Outstanding Options and
SAR's.</b>&nbsp;&nbsp;To the extent permitted by the then applicable provisions
of the Code, any successor to the Company succeeding to, or assigned the
business of, the Company as the result of or in connection with a corporate
merger, consolidation, combination, reorganiza-tion or liquidation transaction
shall assume Options and SAR's outstanding under the Plan or issue new Options
and/or SAR's in place of outstanding Options and/or SAR's under the Plan, as
determined in its sole discretion.<p align="center">
<b>ARTICLE II</b><p align="center">
<b>Terms of Stock Options and Exercise</b><p>
<b>2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General Terms.</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grant
and Terms for Stock Options.</b>&nbsp;&nbsp;Stock Options shall be granted by
the Committee on the following terms and conditions:  No Stock Option shall be
exercisable within thirty days from the date of grant (except as specifically
provided in Subsection 2.l(c) hereof, with regard to the death or Disability of
a Participant), nor more than three years after the date of grant.  Subject to
such limitation, the Committee shall have the discretion to fix the period (the
"Option Period") during which any Stock Option may be exercised.  Stock Options
granted shall not be transferable except by will or by the laws of descent and
distribution, Stock Options shall be exercisable only by the Participant while
actively retained as a consultant by the Company or a subsidiary, except that
(i) any such Stock Option granted and which is otherwise exercisable, may be
exercised by the personal representative of a deceased Participant within 12
months after the death of such Participant (but not beyond the Option Period of
such Stock Option), (ii) if a Participant terminates his position as a
consultant with the Company or a subsidiary on account of Retirement, such
Participant may exercise any Stock Option which is otherwise exercisable at any
time within three months of such date of termination and (iii) if a Participant
terminates his position as a consultant with the Company or a subsidiary on
account of incurring a Disability, such Participant may exercise any Stock
Option which is otherwise exercisable at any time within 12 months of such date
of termination.  If a Participant should die during the applicable three-month
or 12-month period following the date of such Participant's  termination on
account of Disability, the rights of the personal representative of such
deceased Participant as such relate to any Stock Options granted to such
deceased Participant shall be governed in accordance with Subsection 2.1(a)(i)
of this Article II.<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Option
Price.</b>&nbsp;&nbsp;The option price ("Option Price") for shares of Stock
subject to a Stock Option shall be determined by the Committee, but in no event
shall the Option Price of  Stock Options be less than 85% of the "fair market
value" of the Stock on the date of grant.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Acceleration
of Otherwise Unexercisable Stock Option on Death, Disability or Other Special
Circumstances.</b>&nbsp;&nbsp;The Committee, in its sole discretion, may permit
(i) a Participant who terminates his position as a consultant due to a
Disability, (ii) the personal representative of a deceased Participant, or (iii)
any other Participant who terminates his position as a consultant upon the
occurrence of special circumstances (as determined by the Committee) to exercise
and purchase (within three months of such date of termination of  consulting
arrangement, or 12 months in the case of a deceased or disabled Participant; all
or any part of the shares subject to Stock Option on the date of the
Participant's Disability, death, or as the Committee otherwise so determines,
notwithstanding that all installments, if any, with respect to such Stock
Option, had not accrued on such date.  Provided, such discretionary authority of
the Committee shall not be exercised with respect to any Stock Option (or
portion thereof) if the applicable six-month waiting period for exercise had not
expired except in the event of the death or disability of the Participant when
the personal representative of the deceased Participant or the disabled
Participant may, with the consent of the Committee, exercise such Stock Option
notwithstanding the fact that the applicable six-month waiting period had not
yet expired.<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Number
of Stock Options Granted.</b>&nbsp;&nbsp;Participants may be granted more than
one Stock Option.  In making any such determination, the Committee shall obtain
the advice and recommendation of the officers of the Company or a subsidiary
which have supervisory authority over such Participants.  The granting of a
Stock Option under the Plan shall not affect any outstanding Stock Option
previously granted to a Participant under the Plan.<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notice
of Exercise Stock Option.</b>&nbsp;&nbsp;Upon exercise of a stock option, a
Participant shall give written notice to the Secretary of the Company, or other
officer designated by the Committee, at the Company's principal executive
office.  No Stock shall be issued to any Participant until the Company receives
full payment for the Stock purchased, if applicable, and any required state and
federal withholding taxes.<p align="center">
<b>ARTICLE III</b><p align="center">
<b>SAR's</b><p>
<b>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General Terms.</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grant
and Terms of SAR's.</b>&nbsp;&nbsp;The Committee may grant SAR's to Participants
in connection with Stock Options  granted under the Plan.  SAR's shall not be
exercisable (i) earlier than six months from the date of grant except as
specifically provided in Subsection 3.l(b) hereof in the case of the death or
Disability of a Participant, and (ii) shall terminate at such time as the
Committee determines and shall be exercised only upon surrender of the related
Stock Option and only to the extent that the related Stock Option  (or the
portion thereof as to which the SAR is exercisable) is exercised.  SAR's may be
exercised only by the Participant while actively engaged as a consultant by the
Company or a subsidiary except that (i) any SAR's previously granted to a
Participant which are otherwise exercisable may be exercised, with the approval
of the Committee, by the personal representative of a deceased Participant, even
if such death should occur within six months of the date of grant (but not
beyond the expiration date of such SAR), and (ii) if a Participant terminates
his position as a consultant with the Company or a subsidiary, as the case may
be, on account of  incurring a Disability, such Participant may exercise any
SAR's which are otherwise exercisable, with the approval of the Committee,
anytime within 12 months of termination by Disability.  If a Participant should
die during the applicable three-month period following the applicable 12 month
period following the date of termination on account of Disability, the rights of
the personal representative of such deceased Participant as such relate to any
SAR's granted to such deceased Participant shall be governed in accordance with
(i) of the second sentence of this Subsection 3.l(a) of this Article III.  The
applicable SAR shall (i) terminate upon the termination of the underlying Stock
Option, as the case may be, (ii) only be transferable at the same time and under
the same conditions as the underlying Stock Option  is transferable, (iii) only
be exercised when the underlying Stock Option is exercised, and (iv) may be
exercised only if there is a positive spread between the Option Price, as
applicable and the "fair market value" of the Stock for which the SAR is
exercised.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Acceleration
of Otherwise Unexercisable SAR's upon Death, Disability or Other Special
Circumstances.</b>&nbsp;&nbsp;The Committee, in its sole discretion, may permit
(i) a Participant who terminates his position as a consultant with the Company
or a subsidiary due to a Disability, (ii) the personal representative of such
deceased Participant, or (iii) any other Participant who terminates employment
as  a consultant with the Company or a subsidiary upon the occurrence of special
circumstances (as determined by the Committee) to exercise (within 12 months in
the case of a disabled or deceased Participant) all or any part of any such
SAR's previously granted to such Participant as of the date of such
Participant's  Disability, death, or as the Committee otherwise so determines,
notwithstanding that all installments, if any with respect to such SAR's, had
not accrued on such date.  Provided, such discretionary authority of the
Committee may not be exercised with respect to any SAR (or portion thereof if
the applicable six-month waiting period for exercise had not expired as of such
date, except (i) in the event of the Disability of the Participant or (ii) the
death of the Participant, when such disabled Participant or the personal
representative of such deceased Participant may, with the consent of the
Committee, exercise such SAR's notwithstanding the fact that the applicable
six-month waiting period had not yet expired.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Form
of Payment of SAR's<i>.</i></b>&nbsp;&nbsp;The Participant may request the
method and combination of payment upon the exercise of a SAR; however, the
Committee has the final authority to determine whether the value of the SAR
shall be paid in cash or shares of Stock or both.  Upon exercise of a SAR, the
holder is entitled to receive the excess amount of the "fair market value" of
the Stock (as of the date of exercise) for which the SAR is exercised over the
Option Price, as applicable, under the related Stock Option, as the case may be.
All applicable federal and state withholding taxes will be paid by the
Participant to the Company upon the exercise of a SAR since the excess amount
described above will be required to be included within taxable income in
accordance with Sections 61 and 83 of the Code.</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="311.999922" colspan="2" rowspan="1" >
<p>
The Furia Organization, Inc.</p>
</td>
<td width="11.999997" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="695.999826" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="695.999826" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="695.999826" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
<p align="right">
By:&nbsp;&nbsp;</p align="right">
</td>
<td width="239.999940" colspan="1" rowspan="1" >
<p style="border-bottom:solid windowtext .5pt">
<font size="3">/s/ Michael D. Alexander </font></p>
</td>
<td width="83.999979" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="311.999922" colspan="2" rowspan="1" >
<p>
Michael D. Alexander, President</p>
</td>
<td width="11.999997" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="695.999826" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="323.999919" colspan="3" rowspan="1" >
<p>
Date Plan adopted and approved by the Board of Directors:</p>
</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="311.999922" colspan="2" rowspan="1" >
<p>
August 16, 2005</p>
</td>
<td width="11.999997" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="right">
EXHIBIT 23.1<p align="center">
CONSENT OF LEGAL COUNSEL<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby consent to the use of our
name in Form S-8 registration statement of The Furia Organization, Inc.</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
<p>
Oklahoma City, Oklahoma </p>
</td>
<td width="257.333269" colspan="2" rowspan="1" >
<p>
STEPHEN A. ZRENDA, JR., P.C.</p>
</td>
<td width="6.666665" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="4" rowspan="1" >
<p>
August 23, 2005</p>
</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="227.999943" colspan="1" rowspan="1" >
<p style="border-bottom:solid windowtext .5pt">
<font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>
</td>
<td width="37.333324" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="227.999943" colspan="1" rowspan="1" >
<p>
Stephen A. Zrenda, Jr.</p>
</td>
<td width="37.333324" colspan="2" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p align="right">
EXHIBIT 23.2<p align="center">
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby consent to the use in Form
S-8 of our audit report dated  March 7, 2005, relating to the financial
statements of The Furia Organization, Inc. for its fiscal year ended June 30,
2004, which are incorporated by reference therein.<p>
August 23, 2005                         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
<div style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="227.999943" colspan="1" rowspan="1" >
<p>
Lawrence Scharfman &amp; Co., CPA P.C.</p>
</td>
<td width="37.333324" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="637.333174" colspan="3" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="371.999907" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="227.999943" colspan="1" rowspan="1" >
<p style="border-bottom:solid windowtext .5pt">
<font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>
</td>
<td width="37.333324" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
</p>


</body>

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{"company-data": {"conformed-name": "FURIA ORGANIZATION INC /DE/", "cik": "0000757563", "assigned-sic": "7812", "irs-number": "953931129", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127789", "film-number": "051044256"}, "business-address": {"street1": "2233 RIDGE ROAD, SUITE 102", "city": "ROCKWALL", "state": "TX", "zip": "75087", "phone": "214-923-8869"}, "mail-address": {"street1": "2233 RIDGE ROAD, SUITE 102", "city": "ROCKWALL", "state": "TX", "zip": "75087"}, "former-company": {"former-conformed-name": "FURIA ORINGER PRODUCTIONS INC", "date-changed": "19870212"}}
As filed with the Securities and Exchange Commission on August 16, 2005
As filed with the Securities and Exchange Commission on August 23,
2005
REGISTRATION NO. 333-_________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
The Furia Organization, Inc
.
(Exact name of Registrant as specified
in its charter)
Delaware
95-3931129
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
2233 Ridge Road, Suite 102, Rockwall, TX 75087
(Address of principal executive offices)
2005 STOCK OPTION, SAR AND STOCK BONUS CONSULTANT PLAN
(Full title of Plan)
Michael D. Alexander, President
The Furia Organization, Inc.
2233 Ridge Road, Suite 102
Rockwall, Texas
(Name and address of agent for service)
(972) 722-9999
(Telephone number, including area code, of agent for service)
Copies to:
STEPHEN A. ZRENDA, JR., ESQ.
STEPHEN A. ZRENDA, JR., P.C.
100 NORTH BROADWAY AVENUE, SUITE 2440
OKLAHOMA CITY, OKLAHOMA 73102-8608
(405) 235-2111
______________________________________________________
CALCULATION OF REGISTRATION FEE
Title of Securities
Amount to be
Proposed Maximum
Proposed Maximum
Amount of
to be registered
Registered(1)
Offering Price per Share(2)
Aggregate Offering Price
Registration Fee
Common Stock,
$.001 par value
10,000,000 shares
$   0.20
$2,000,000
$235.40
(1)   Estimated pursuant to Rule 457(c) under the
Securities Act, solely for the purpose of calculating the registration fee,
based on the average of the bid and asked prices of the Company's common stock
as reported within five business days prior to the date of this
filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.     PLAN INFORMATION.
GENERAL.  The Board of
Directors adopted the 2005 Stock Option, SAR and Stock Bonus Consultant Plan
(the "Plan") which authorized the Company through the Committee that administers
the Plan (the "Committee") to grant non-qualified stock options with or without
stock appreciation rights, SAR's and stock bonuses to consultants of the
Company.  There are 10,000,000 shares of Common Stock of the Company available
for grant to participants designated by the Committee under the Plan.  A
description of the Plan appears below.   Directors, officers and employees of
the Company are not eligible to participate in this Plan
DESCRIPTION OF THE
PLAN.  The Board of Directors has determined that it is necessary to
retain consultants and to provide compensation and additional incentives for
such consultants.  The Plan  permits the Committee the right to grant
non-qualified stock options ("Stock Options") with or without stock appreciation
rights ("SAR's"), SAR's and stock bonuses.  The Board believes that the best
interest of the Company will be served by combining the availability of both
Stock Option s and SAR's in certain instances
THE COMMITTEE.  The Plan
provides for the granting by the Committee of Options (with or without SAR's)
and stock bonuses to  consultants of the Company.  The shares subject to the
Plan will be registered at the Company's expense pursuant to the Securities Act
of 1933, as amended (the "Act"), and  applicable state securities acts, or will
be issued by the Company pursuant to exemptions from the registration
requirements of the Act and applicable state securities acts.  The Plan is
administered by the Committee composed of at least one member of the Board of
Directors.  The Committee administers and interprets the Plan and has authority
to grant Options and stock bonuses  to all eligible persons and determines at
the time the Option is granted the number of shares granted under and the type
of each Option or bonus, the purchase price, the option period and whether SAR's
granted thereunder or at the time of exercise of the Option.  Mr. Michael D.
Alexander has been appointed as the initial sole member of the Committee.
STOCK OPTIONS.  The Plan
provides for the issuance of non-qualified Stock Options which may be with or
without SAR's, to consultants of the Company at any time prior to midnight
August 15, 2008 for the purchase of shares of the Company's Common Stock from
the 10,000,000 shares which have been set aside for such purpose.  The Committee
may grant Stock Options  with or without SAR's for such number of shares to
eligible participants as the Committee from time to time shall determine and
designate.  Shares involved in the unexercised portion of any terminated or
expired Option may again be subjected to Options, provided that to the extent
any Option in whole or in part is surrendered as the result of the exercise of a
SAR, the shares subject to the surrendered portion of the Option will no longer
be available for use under the Plan.
The Committee is vested with
discretion in determining the terms, restrictions and conditions of each Option.
The option price of the Common Stock to be issued under the Plan will be
determined by the Committee, provided such price may not be less than 85% of the
fair market value of the shares on the date of grant.  The fair market value of
a share of the Company's Common Stock will  be determined to be the closing
price for such share on the date of grant in the over-the-counter market or
other market upon which the Common Stock of the Company actively trades..
Options granted under the Plan are
exercisable in such amounts, at such  intervals and upon such terms as the
Committee shall provide in such Option.  Upon the exercise of a Stock Option,
the option price must be paid in full, in cash or in Common Stock of the Company
or a combination of cash and Common Stock of the Company.
Stock Options granted under the Plan
may not be exercised until thirty days after the date of the grant and rights
under an SAR may not be exercised until six months after SAR's are attached to
an Option if not attached at the time of the grant, except in the event of death
or disability of the participant.  Options are exercisable only by participants
while actively employed as a  consultant by the Company or a subsidiary except
in the case of death or disability.  In the case of disability and to the extent
otherwise exercisable, Options may be exercised at any time within one year
after the occurrence of disability.  The personal representative of a deceased
participant shall have one year from the date of death (but not beyond the
expiration date of the Option) to exercise the exercisable portion of such
Option to the extent that it has accrued on the date of death.  If a
Participant's employment as a consultant by the Company or its subsidiary
terminates for any reason other than death or disability, any Option granted to
such participant shall immediately terminate.  However, a disabled participant
or any other participant upon the occurrence of other special circumstances may,
with the consent of the Committee, exercise an Option if the disability or other
event causing termination  of employment as consultant occurred on or after the
six-month period following the date of grant, notwithstanding the fact that all
installments with respect to such Option had not accrued at such date.  If a
participant dies or terminates as a consultant with the Company or its
subsidiary by disability within the aforesaid six-month waiting period, the
Committee may permit the personal representative of such deceased participant or
the disabled participant to exercise any portion of an Option previously granted
to such deceased or disabled participant.  No Option may be exercisable after
August 15, 2008. Subject to such conditions, Options will become exercisable by
the participants in such amounts and at such times as shall be determined by the
Committee in each individual grant.  Options are not transferable except by will
or by the laws of descent and distribution.
STOCK APPRECIATION
RIGHTS.  Except in the case of death or disability, a SAR may not be
exercised until six months after the date of grant but thereafter may be
exercised and will terminate at such time as the Committee determines.  SAR's
are exercisable only upon surrender of part or all of the related Option to
which they are attached.  SAR's also terminate upon termination of the related
Option.  They may be exercised only by participants while employed as  a
consultant by the Company or its subsidiary, under the same terms and conditions
as the Stock Options and like such Options, death or disability  provide
exceptions.  See "Stock Options " above.  A participant who terminates
employment as  a consultant by reason of disability or death within the
six-month period following the date of grant of a SAR will automatically lose
the SAR as well as the related Stock Option.  However, a disabled  participant,
or any other participant upon the occurrence of other special circumstances,
may, with the consent of the Committee, exercise a SAR if the disability or
other event causing termination of employment as  a consultant occurred on or
after the six-month period following the date of grant notwithstanding the fact
that all installments with respect to such SAR had not accrued as of such date.
If a participant dies or becomes disabled which causes termination of employment
as a consultant within the aforesaid six-month waiting period, the Committee may
permit the personal representative of such deceased participant or the disabled
participant to exercise any portion of a SAR previously granted to such deceased
or disabled participant.  Upon the exercise of a SAR, the holder is entitled
(subject to the Committee's approval) to receive the excess of the fair market
value of the shares for which the right is exercised over the option price under
the related Option.
The Committee has the authority to
determine whether the value of the SAR is paid in cash or shares of Common Stock
or both and whether or not the SAR may be exercised by the participant.  The
Committee may deny the exercise of the SAR, if in the Committee's opinion, the
performance by the participant is unsatisfactory or the conduct of the
participant has been detrimental to the Company or one of its subsidiaries.  The
Committee has no authority to deny the exercise of the underlying Stock Option
pursuant to the terms of the grant.
The utilization of SAR's will require
a charge to the Company's operations for each year for the appreciation of the
rights which are anticipated will be exercised.  The amount of a charge is
dependent upon whether and the extent to which such rights are granted, and the
amount, if any, by which the fair market value of the Company's Common Stock
exceeds the option price provided for in the related Stock Option.  A similar
charge will be made for Stock Options without SAR's.
ADJUSTMENTS.  The total number of
shares of the Company's Common Stock which may be purchased through all classes
of Options under the Plan and the number of shares subject to outstanding
Options and the related option prices will be adjusted in the cases of changes
in capital structure resulting from a stock dividend, recapitalization, stock
split, consolidation, reorganization, combination, liquidation, stock dividend
or similar transaction, except a dissolution or liquidation of the  Company or a
merger or consolidation in which the Company is not the surviving or the
resulting corporation (except a reorganization which has the effect of changing
the Company's place of organization) will cause the Plan and any Option or SAR
granted thereunder to terminate upon the effective date of such dissolution,
liquidation, merger or consolidation.
TERMINATION AND AMENDMENT.  The Plan
terminates as of midnight on August 15, 2008, but prior thereto may be altered,
changed, modified, amended or terminated by written amendment approved by the
Board of Directors.  Provided, that no action of the Committee may, without the
approval of Board of Directors, increase the total amount of Common Stock which
may be purchased under Options granted under the Plan; withdraw the
administration of the Plan from the Committee; amend or alter the option price
of Common Stock under the Plan; or change the manner of computing the spread
payable by the Company to a participant upon the exercise of a SAR.   No
amendment, modification or termination of the Plan shall in any manner adversely
affect any Option theretofore granted under the Plan without the consent of the
optionee except  as described under "Adjustments" above.
FEDERAL INCOME TAX CONSEQUENCES FOR
U.S. CITIZENS AND U.S. RESIDENTS.  A participant receiving a Stock Option under
the Plan will not be in receipt of U.S. income under the Code and the applicable
Treasury Regulations thereunder, upon the grant of the Option.   However, he
will realize income at the time the Option is exercised in an amount equal to
the excess of the fair market value of the Common Stock acquired on the date of
exercise.  The amount of income realized by a participant will be treated as
ordinary income, and the Company will be entitled to deduct that same amount.
The tax basis of any Common Stock received by a participant will be its fair
market value on the exercise date.
The granting of Stock Options with
SAR's  will not produce income under the Code and the applicable Treasury
Regulations to the participant or and will not result in a tax deduction to the
Company.   Upon exercise of such rights, any cash a participant receives and the
fair market value on the exercise date of any Common Stock received will be
taxable to the participant as ordinary income.  The amount of income recognized
by a participant will be deductible by the Company.  The tax basis of any Common
Stock received by a participant will be its fair market value on the exercise
date.
ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.
The document(s) containing the
information specified in Part I of Form S-8 will be sent or given to
participants as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act").  Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or
concurrently filed by the Company with the Commission are hereby incorporated by
reference into this Registration Statement:
1.  Form 10 registration statement of the Company (0-13910), File No.
2-94266L.A..;
2.  The Form 10K/A annual report of the Company for its fiscal year
ended June 30, 2004, filed on April 11, 2005.
All of the above documents and
documents subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Form S-8 Registration Statement and
to be a part thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is a
part hereof (the "Prospectus") to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is, or is
deemed to be, incorporated by reference herein or therein modifies or supersedes
such statement.   Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Form
S-8 Registration Statement and the Prospectus.
All documents incorporated by
reference herein will be made available to all participants without charge, upon
written or oral request.   Other documents required to be delivered to
participants pursuant to Rule 428(b)(1) under the Securities Act of 1933 are
also available without charge, upon written or oral request.  All requests for
documents shall be directed to:
Michael D. Alexander, President
The Furia Organization, Inc.
2233 Ridge
Road, Suite 102
Rockwall, Texas 75087
972.722.9999
ITEM 4.     DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Company is a Delaware corporation.
Section 145 of the Delaware General Corporation Law provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.
Article 8 of the Certificate of
Incorporation and Section 7 of the By-Laws of the Company provides that the
Company shall have the power to indemnify its directors and officers to the full
extend provided by law.
At the present time, the Company does
not have any officer-director liability insurance although permitted by Delaware
law, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.
ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8.     EXHIBITS
3.1
Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3 (a) of the
Company's Registration Statement, File No. 2-94266 LA)
3.2
Certificate of Amendment to Articles of Incorporation
(Incorporated by reference to Exhibit 2.2 of the
Company's 10-KSB for the fiscal year ended June 30, 1997)
3.3
By-Laws of the Company (Incorporated by reference to
Exhibit 3 (b) of the Company's Registration Statement)
In addition, see the Exhibit Index
following the signature page in this Registration Statement, which Exhibit Index
is incorporated herein by reference.
ITEM 9.     UNDERTAKINGS
(a)     The
undersigned Company hereby undertakes:
(1)     To file, during any
period in which offers or sales are being made, a post-effective amendment to
the Registration Statement to: (i) include any prospectus required by Section
10(a)(3) of the Securities Act;  (ii) reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end  of the estimated maximum
offering range may be selected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration" table in the
effective registration statement; and (iii) include any material information
with respect to the plan of  distribution not previously disclosed in the
Registration Statement or any material change to such  information in the
Registration Statement, provided however, that provisions (i) and (ii) of this
undertaking are inapplicable if the information to be filed thereunder is
contained in periodic reports filed by the Company pursuant to the Exchange Act
that are incorporated by reference into the Registration Statement;
(2)     That, for the purpose
of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3)     To remove from
registration by means of post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b)     Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing  provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and, is, therefore,
unenforceable.  In the event that a claim for  indemnification against such
liabilities (other than director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of  its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c)     The
Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in 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.
SIGNATURES
Pursuant to the requirements of the
Securities Act, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rockwall, Texas on August 23, 2005.
The Furia Organization, Inc.
/s/ Michael D. Alexander
Michael D. Alexander, President and
sole Director.
THE FURIA ORGANIZATION, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO.
DESCRIPTION
5.1
Opinion of Stephen A. Zrenda, Jr., P.C.
10.1
2005 Stock Option, SAR and Stock Bonus Consultant Plan
23.1
Consent of Stephen A. Zrenda, Jr., P.C.
23.2
Consent of Lawrence Scharfman & Co., CPA P.C.
EXHIBIT 5.1
STEPHEN A. ZRENDA, JR., P.C.
ATTORNEYS AND COUNSELORS AT LAW
100
NORTH BROADWAY AVENUE, SUITE 2440
OKLAHOMA CITY, OKLAHOMA 73102-8608
Telephone (405) 235-2111
Email:
Zrendaesq@
aol.com
Telecopier (915) 975-8003
August 23, 2005
Mr. Michael D. Alexander, President
The Furia Organization, Inc.
2233
Ridge Road, Suite 102
Rockwall, Texas 75087
Gentlemen:
We have acted as special counsel to
The Furia Organization, Inc. (the "Company") to render a legal opinion regarding
its Form S-8 Registration Statement to be filed with the Securities and Exchange
Commission concerning its plan to issue its Common Stock, $.001 par value, to
consultants to the Company under its 2005 Stock Option, SAR and Stock Bonus
Consultant Plan (the "Plan").
In connection with this opinion, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, instruments and documents
of the Company, certificates of public officials and of officers of the Company,
and such other certificates, documents and records, and have made such other
investigations, as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed.  As to questions of fact material to such
opinions we have, when relevant facts were not independently established, relied
upon such certificates of public officials and of such officers, such other
certificates, documents and records, and upon the representations of such
parties.  In addition, we have assumed: (i) the genuineness of all signatures on
all documents seen or reviewed by us, ii) the authenticity of documents
submitted to us as originals, and (iii) the conformity with the original and
certified copies of all documents submitted to us as copies and the authenticity
of the originals thereof.  We have also examined such matters of law and such
additional matters of fact as we consider necessary or appropriate in connection
with the opinions hereinafter expressed.
Based on and subject to the foregoing,
it is our opinion that:
1.     The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware; and
2.     Assuming
the accuracy of the documents, representations and warranties of the Company,
the offer, issuance and sale of the Common Stock of the Company to consultants
under the Plan and under the terms and provisions of consulting agreements and
other contracts which have been duly authorized by the Company will have been
duly authorized and validly issued and will be fully paid and nonassessable.
The opinions expressed herein are
solely for your benefit in connection with the Form S-8 Registration Statement
of the Company and may not be relied upon in any manner or for any purpose by
any other person or entity without the prior written consent of this firm.
Very truly yours,
STEPHEN A. ZRENDA, JR., P.C.
By:
/s/ Stephen A. Zrenda, Jr.
Stephen A. Zrenda, Jr.
EXHIBIT 10.1
The Furia Organization,
Inc.
2005 Stock Option, SAR and Stock Bonus
Consultant Plan
ARTICLE 1
General Provisions
1.1     Purpose.
The purpose of the
The Furia Organization, Inc.. 2005 Stock Option, SAR and Stock Bonus Consultant
Plan (the "Plan") shall be to retain and compensate independent consultants (the
"Participants") of The Furia Organization, Inc. (the "Company") and its
subsidiaries, if any, by way of granting (i) non-qualified stock options ("Stock
Options"), (ii) non-qualified stock options with stock appreciation rights
attached ("Stock Option SAR's"), and (iii) stock bonuses.   Directors, officers
and employees of the Company are not eligible to participate in this Plan.  In
addition, no person shall be a Participant in this Plan in consideration for
consulting or other services related to capital raising activities for the
Company or related to any stock promotion activities for the Company.   For the
purpose of this Plan, Stock Option SAR's  are sometimes collectively herein
called "SAR's;" and Stock Options.  The  Stock Options to be granted are
intended to be "non-qualified stock options" as described in Sections 83 and 421
of the Code.  Furthermore, under the Plan, the terms "parent"  and "subsidiary"
shall have the same meaning as set forth in Subsections (e) and (f) of Section
425 of the Code unless the context herein clearly indicates to the contrary.
1.2     General.
The terms and
provisions of this Article I shall be applicable to Stock Options and SAR's
unless the context herein clearly indicates to the contrary.
1.3     Administration of the
Plan.
The Plan shall be administered by the Stock Plan Committee
(the "Commit-tee") appointed by the Board of Directors (the "Board") of the
Company and consisting of at least one member from the Board.  The members of
the Committee shall serve at the pleasure of the Board.  The Committee shall
have the power where consistent with the general purpose and intent of the Plan
to (i) modify the requirements of the Plan to conform with the law or to meet
special circumstances not anticipated or covered in the Plan, (ii) suspend or
discontinue the Plan, (iii) establish policies and (iv) adopt rules and
regulations and prescribe forms for carrying out the purposes and provisions of
the Plan including the form of any "stock option agreements" ("Stock Option
Agreements").  Unless otherwise provided in the Plan, the Committee shall have
the authority to interpret and construe the Plan, and determine all questions
arising under the Plan and any agreement made pursuant to the Plan.  Any
interpretation, decision or determination made by the Committee shall be final,
binding and conclusive.  A majority of the Committee shall constitute a quorum,
and an act of the majority of the members present at any meeting at which a
quorum is present shall be the act of the Committee.  Mr. Michael D. Alexander
is hereby appointed as the initial member of the Committee.
1.4     Shares Subject to the
Plan.
Shares of stock ("Stock") covered by Stock Options, SAR's,
and stock bonuses shall consist of 10,000,000 shares of the Common Stock, $.001
par value, of the Company.  Either authorized and unissued shares or treasury
shares may be delivered pursuant to the Plan.  If any Option for shares of
Stock, granted to a Participant lapses, or is otherwise terminated, the
Committee may grant Stock Options, SAR's and stock bonuses for such shares of
Stock to other Participants.  However, neither Stock Options nor SAR's shall be
granted again for shares of Stock which have been subject to SAR's which are
surrendered in exchange for cash or shares of Stock issued pursuant to the
exercise of SAR's as provided in Article II hereof.
1.5     Participation in the
Plan.
The Committee shall determine from time to time those
Participants who are to be granted Stock Options, SAR's  and stock bonuses and
the number of shares of Stock covered thereby.
1.6     Determination of Fair Market
Value.
As used in the Plan, "fair market value" shall mean on any
particular day (i) if the Stock is listed or admitted for trading on any
national securities exchange or the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation System, the last
sale price, or if no sale occurred, the mean between the closing high bid and
low asked quotations, for such day of the Stock on the principal securities
exchange on which shares of Stock are listed, (ii) if Stock is not traded on any
national securities exchange but is quoted on the National Association of
Securities Dealers, Inc., Automated Quotation System, the NASD electronic
bulletin board, or any similar system of automated dissemination of quotations
or securities prices in common use, the mean between the closing high bid and
low asked quotations for such day of the Stock on such system, (iii) if neither
clause (i) nor (ii) is applicable, the mean betw-een the high bid and low asked
quotations for the Stock as reported by the National Quotation Bureau,
Incorporated if at least two securities dealers have inserted both bid and asked
quotations for shares of the Stock on at least five (5) of the ten (10)
preceding days, (iv) in lieu of the above, if actual transact-ions in the shares
of Stock are reported on a consolidated transaction reporting system, the last
sale price of the shares of Stock on such system or, (v) if none of the
conditions set forth above is met, the fair market value of shares of Stock as
determined by the Board.  Provided, for purposes of determining "fair market
value" of the Common Stock of the Company, such value shall be determined
without regard to any restriction other than a restriction which will never
lapse.
1.7     Adjustments Upon Changes in
Capitalization.
The aggregate number of shares of Stock under
Stock Options granted under the Plan, the Option Price and the total number of
shares of Stock which may be purchased by a Participant on exercise of a Stock
Option shall be approximately adjusted by the Committee to reflect any
recapitalization, stock split, merger, consolidation, reorganization,
combination, liquidation, stock dividend or similar transaction involving the
Company except that a dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving or the resulting
corporation, shall cause the Plan and any Stock Option, or SAR  granted
thereunder, to terminate upon the effective date of such dissolution,
liquidation, merger or consolidation.  Provided, that for the purposes of this
Section 1.7, if any merger, consolidation or combination occurs in which the
Company is not the surviving corporation and is the result of a mere change in
the identity, form or place of organization of the Company accomplished in
accordance with Section 368(a)(1)(F) of the Code, then, such event will not
cause a termination.  Appropriate adjustment may also be made by the Committee
in the terms of a SAR to reflect any of the foregoing changes.
1.8     Amendment and Termination of the
Plan.
The Plan shall terminate at midnight, August 15, 2008, but
prior thereto may be altered, changed, modified, amended or terminated by
written amendment approved by the Board.  Provided, that no action of the Board
may, without the approval of the Board of Directors, increase the aggregate
number of shares of Stock which may be purchased under Stock Options, SAR's or
stock bonuses granted under the Plan; or withdraw the administration of the Plan
from the Committee.  Except as provided in this Article I, no amendment,
modification or termination of the Plan shall in any manner adversely affect any
Stock Option or SAR theretofore granted under the Plan without the consent of
the affected Participant.
1.9     Effective Date.
The Plan
shall be effective August 16, 2005
1.10     Securities Law
Requirements.
The Company shall have no liability to issue any
Stock hereunder unless the issuance of such shares would comply with any
applicable federal or state securities laws or any other applicable law or
regulations thereunder.
1.11     Separate
Certificates.
Separate certificates representing the Common Stock
of the Company to be delivered to a Participant upon the exercise of any Stock
Option, or SAR will be issued to such Participant.
1.12     Payment for Stock; Receipt of Stock or Cash
in Lieu of Payment.
(a)     Payment
for Stock.
Payment for shares of Stock acquired under this Plan
shall be made in full and in cash or check made payable to the Company or may be
made by the transfer of common stock owned by the Participant to the Company at
fair value.  Provided, payment for shares of Stock purchased under this Plan may
also be made in Common Stock of the Company or a combination of cash and Common
Stock of the Company in the event that the purchase of shares is pursuant to the
exercise of rights under an SAR attached to the Option and which is exercisable
on the date of exercise of the Option.  In the event that Common Stock of the
Company is utilized in consideration for the purchase of Stock upon the exercise
of a Stock Option, then, such Common Stock shall be valued at the "fair market
value" as defined in Section 1.6 of the Plan.
(b)     Receipt
of Stock or Cash in Lieu of Payment.
Furthermore, a Participant
may exercise an Option without payment of the Option Price in the event that the
exercise is pursuant to rights under an SAR attached to the Option and which is
exercisable on the date of exercise of the Option.  In the event an Option with
an SAR attached is exercised without payment of the Option Price, the
Participant shall be entitled to receive either (i) a cash payment from the
Company equal to the excess of the total fair market value of the shares of
Stock on such date as determined with respect to which the Option is being
exercised over the total cash Option Price of such shares of Stock as set forth
in the Option or (ii) that number of whole shares of Stock as is determined by
dividing (A) an amount equal to the fair market value per share of Stock on the
date of exercise into (B) an amount equal to the excess of the total fair market
value of the shares of Stock on such date with respect to which the Option is
being exercised over the total cash Option Price of such shares of Stock as set
forth in the Option, and fractional shares will be rounded to the next lowest
number and the Participant will receive cash in lieu thereof.
1.13     Incurrence of Disability.
A
Participant shall be deemed to have terminated consulting and incurred a
disability ("Disability") if such Participant suffers a physical or mental
condition which, in the judgment of the Committee, totally and permanently
prevents a Participant from engaging in any substantial gainful consulting with
the Company or a subsidiary.
1.14     Grants of Options and Stock Option
Agreement.
Each Stock Option and/or SAR granted under this Plan
shall be evidenced by the minutes of a meeting of the Committee or by the
written consent of the Committee and by a written Stock Option Agreement
effective on the date of grant and executed by the Company and the Participant.
Each Option granted hereunder shall contain such terms, restrictions and
conditions as the Committee may determine, which terms, restrictions and
conditions may or may not be the same in each case.
1.15     Use of Proceeds.
The
proceeds received by the Company from the sale of Stock pursuant to the exercise
of Options granted under the Plan shall be added to the Company's general funds
and used for general corporate purposes.
1.16     Non-Transferability of
Options.
Except as otherwise herein provided, any Option or SAR
granted shall not be transferable otherwise than by will or the laws of descent
and distribution, and the Option may be exercised, during the lifetime of the
Participant, only by him or her.  More particularly (but without limiting the
generality of the foregoing), the Option and/or SAR may not be assigned,
transferred (except as provided above), pledged or hypothecated in any way,
shall not be assignable by operation of law and shall not be subject to
execution, attachment, or similar process.  Any attempted assignment, transfer,
pledge, hypotheca-tion, or other disposition of the Option and/or SAR contrary
to the provisions hereof shall be null and void and without effect.
1.17     Additional Documents on Death of
Participant.
No transfer of an Option and/or SAR by the
Participant by will or the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice and an unauthenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the successor to the Option and/or SAR of the terms and conditions
of such Option and/or SAR.
1.18     Changes in Consultant
Relationships.
So long as the Participant shall continue to be a
consultant of the Company or any one of its subsidiaries, any Option granted to
him or her shall not be affected by any change of duties or position.  Nothing
in the Plan or in any Stock Option Agreement which relates to the Plan shall
confer upon any Participant any right to continue as a consultant of the Company
or of any of its subsidiaries, or interfere in any way with the right of the
Company or any of its subsidiaries to terminate the consulting arrangement at
any time.
1.19     Shareholder Rights.
No
Participant shall have a right as a shareholder with respect to any shares of
Stock subject to an Option prior to the purchase of such shares of Stock by
exercise of the Option.
1.20     Right to Exercise Upon Company Ceasing to
Exist.
Where dissolution or liquidation of the Company or any
merger consolidation or combination in which the Company is not the surviving
corporation occurs, the Participant shall have the right immediately prior to
such dissolution, liquidation, merger, consolidation or combination, as the case
may be, to exercise, in whole or in part, his or her then remaining Options
whether or not then exercisable, but limited to that number of shares that can
be acquired without causing the Participant to have an "excess parachute
payment" as determined under Section 280G of the Code determined by taking into
account all of Participant's "parachute payments" determined under Section 280G
of the Code.  Provided, the foregoing notwithstanding, after the Participant has
been afforded the opportunity to exercise his or her then remaining Options as
provided in this Section 1.21, and to the extent such Options are not timely
exercised as provided in this Section 1.21, then, the terms and provisions of
this Plan and any Stock Option Agreement will thereafter continue in effect, and
the Participant will be entitled to exercise any such remaining and unexercised
Options in accordance with the terms and provisions of this Plan and such Stock
Option Agreement as such Options thereafter become exercisable.  Provided
further, that for the purposes of this Section 1.21, if any merger,
consolidation or combination occurs in which the Company is not the surviving
corporation and is the result of a mere change in the identity, form, or place
of organization of the Company accomplished in accordance with Section
368(a)(1)(F) of the Code, then, such event shall not cause an acceleration of
the exercisability of any such Options granted hereunder.
1.21     Assumption of Outstanding Options and
SAR's.
To the extent permitted by the then applicable provisions
of the Code, any successor to the Company succeeding to, or assigned the
business of, the Company as the result of or in connection with a corporate
merger, consolidation, combination, reorganiza-tion or liquidation transaction
shall assume Options and SAR's outstanding under the Plan or issue new Options
and/or SAR's in place of outstanding Options and/or SAR's under the Plan, as
determined in its sole discretion.
ARTICLE II
Terms of Stock Options and Exercise
2.1     General Terms.
(a)     Grant
and Terms for Stock Options.
Stock Options shall be granted by
the Committee on the following terms and conditions:  No Stock Option shall be
exercisable within thirty days from the date of grant (except as specifically
provided in Subsection 2.l(c) hereof, with regard to the death or Disability of
a Participant), nor more than three years after the date of grant.  Subject to
such limitation, the Committee shall have the discretion to fix the period (the
"Option Period") during which any Stock Option may be exercised.  Stock Options
granted shall not be transferable except by will or by the laws of descent and
distribution, Stock Options shall be exercisable only by the Participant while
actively retained as a consultant by the Company or a subsidiary, except that
(i) any such Stock Option granted and which is otherwise exercisable, may be
exercised by the personal representative of a deceased Participant within 12
months after the death of such Participant (but not beyond the Option Period of
such Stock Option), (ii) if a Participant terminates his position as a
consultant with the Company or a subsidiary on account of Retirement, such
Participant may exercise any Stock Option which is otherwise exercisable at any
time within three months of such date of termination and (iii) if a Participant
terminates his position as a consultant with the Company or a subsidiary on
account of incurring a Disability, such Participant may exercise any Stock
Option which is otherwise exercisable at any time within 12 months of such date
of termination.  If a Participant should die during the applicable three-month
or 12-month period following the date of such Participant's  termination on
account of Disability, the rights of the personal representative of such
deceased Participant as such relate to any Stock Options granted to such
deceased Participant shall be governed in accordance with Subsection 2.1(a)(i)
of this Article II.
(b)     Option
Price.
The option price ("Option Price") for shares of Stock
subject to a Stock Option shall be determined by the Committee, but in no event
shall the Option Price of  Stock Options be less than 85% of the "fair market
value" of the Stock on the date of grant.
(c)     Acceleration
of Otherwise Unexercisable Stock Option on Death, Disability or Other Special
Circumstances.
The Committee, in its sole discretion, may permit
(i) a Participant who terminates his position as a consultant due to a
Disability, (ii) the personal representative of a deceased Participant, or (iii)
any other Participant who terminates his position as a consultant upon the
occurrence of special circumstances (as determined by the Committee) to exercise
and purchase (within three months of such date of termination of  consulting
arrangement, or 12 months in the case of a deceased or disabled Participant; all
or any part of the shares subject to Stock Option on the date of the
Participant's Disability, death, or as the Committee otherwise so determines,
notwithstanding that all installments, if any, with respect to such Stock
Option, had not accrued on such date.  Provided, such discretionary authority of
the Committee shall not be exercised with respect to any Stock Option (or
portion thereof) if the applicable six-month waiting period for exercise had not
expired except in the event of the death or disability of the Participant when
the personal representative of the deceased Participant or the disabled
Participant may, with the consent of the Committee, exercise such Stock Option
notwithstanding the fact that the applicable six-month waiting period had not
yet expired.
(d)     Number
of Stock Options Granted.
Participants may be granted more than
one Stock Option.  In making any such determination, the Committee shall obtain
the advice and recommendation of the officers of the Company or a subsidiary
which have supervisory authority over such Participants.  The granting of a
Stock Option under the Plan shall not affect any outstanding Stock Option
previously granted to a Participant under the Plan.
(e)     Notice
of Exercise Stock Option.
Upon exercise of a stock option, a
Participant shall give written notice to the Secretary of the Company, or other
officer designated by the Committee, at the Company's principal executive
office.  No Stock shall be issued to any Participant until the Company receives
full payment for the Stock purchased, if applicable, and any required state and
federal withholding taxes.
ARTICLE III
SAR's
3.1     General Terms.
(a)     Grant
and Terms of SAR's.
The Committee may grant SAR's to Participants
in connection with Stock Options  granted under the Plan.  SAR's shall not be
exercisable (i) earlier than six months from the date of grant except as
specifically provided in Subsection 3.l(b) hereof in the case of the death or
Disability of a Participant, and (ii) shall terminate at such time as the
Committee determines and shall be exercised only upon surrender of the related
Stock Option and only to the extent that the related Stock Option  (or the
portion thereof as to which the SAR is exercisable) is exercised.  SAR's may be
exercised only by the Participant while actively engaged as a consultant by the
Company or a subsidiary except that (i) any SAR's previously granted to a
Participant which are otherwise exercisable may be exercised, with the approval
of the Committee, by the personal representative of a deceased Participant, even
if such death should occur within six months of the date of grant (but not
beyond the expiration date of such SAR), and (ii) if a Participant terminates
his position as a consultant with the Company or a subsidiary, as the case may
be, on account of  incurring a Disability, such Participant may exercise any
SAR's which are otherwise exercisable, with the approval of the Committee,
anytime within 12 months of termination by Disability.  If a Participant should
die during the applicable three-month period following the applicable 12 month
period following the date of termination on account of Disability, the rights of
the personal representative of such deceased Participant as such relate to any
SAR's granted to such deceased Participant shall be governed in accordance with
(i) of the second sentence of this Subsection 3.l(a) of this Article III.  The
applicable SAR shall (i) terminate upon the termination of the underlying Stock
Option, as the case may be, (ii) only be transferable at the same time and under
the same conditions as the underlying Stock Option  is transferable, (iii) only
be exercised when the underlying Stock Option is exercised, and (iv) may be
exercised only if there is a positive spread between the Option Price, as
applicable and the "fair market value" of the Stock for which the SAR is
exercised.
(b)     Acceleration
of Otherwise Unexercisable SAR's upon Death, Disability or Other Special
Circumstances.
The Committee, in its sole discretion, may permit
(i) a Participant who terminates his position as a consultant with the Company
or a subsidiary due to a Disability, (ii) the personal representative of such
deceased Participant, or (iii) any other Participant who terminates employment
as  a consultant with the Company or a subsidiary upon the occurrence of special
circumstances (as determined by the Committee) to exercise (within 12 months in
the case of a disabled or deceased Participant) all or any part of any such
SAR's previously granted to such Participant as of the date of such
Participant's  Disability, death, or as the Committee otherwise so determines,
notwithstanding that all installments, if any with respect to such SAR's, had
not accrued on such date.  Provided, such discretionary authority of the
Committee may not be exercised with respect to any SAR (or portion thereof if
the applicable six-month waiting period for exercise had not expired as of such
date, except (i) in the event of the Disability of the Participant or (ii) the
death of the Participant, when such disabled Participant or the personal
representative of such deceased Participant may, with the consent of the
Committee, exercise such SAR's notwithstanding the fact that the applicable
six-month waiting period had not yet expired.
(c)     Form
of Payment of SAR's
.
The Participant may request the
method and combination of payment upon the exercise of a SAR; however, the
Committee has the final authority to determine whether the value of the SAR
shall be paid in cash or shares of Stock or both.  Upon exercise of a SAR, the
holder is entitled to receive the excess amount of the "fair market value" of
the Stock (as of the date of exercise) for which the SAR is exercised over the
Option Price, as applicable, under the related Stock Option, as the case may be.
All applicable federal and state withholding taxes will be paid by the
Participant to the Company upon the exercise of a SAR since the excess amount
described above will be required to be included within taxable income in
accordance with Sections 61 and 83 of the Code.
The Furia Organization, Inc.
By:
/s/ Michael D. Alexander
Michael D. Alexander, President
Date Plan adopted and approved by the Board of Directors:
August 16, 2005
EXHIBIT 23.1
CONSENT OF LEGAL COUNSEL
We hereby consent to the use of our
name in Form S-8 registration statement of The Furia Organization, Inc.
Oklahoma City, Oklahoma
STEPHEN A. ZRENDA, JR., P.C.
August 23, 2005
Stephen A. Zrenda, Jr.
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in Form
S-8 of our audit report dated  March 7, 2005, relating to the financial
statements of The Furia Organization, Inc. for its fiscal year ended June 30,
2004, which are incorporated by reference therein.
August 23, 2005
Lawrence Scharfman & Co., CPA P.C.