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<P CLASS="western" ALIGN=RIGHT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Registration
No. 33-_______</FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><BR><BR>
</P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>As
filed with the Securities and Exchange Commission on November 12,
2004</FONT></FONT></P>
<P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><BR><BR>
</P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=3 STYLE="font-size: 13pt"><B>UNITED
STATES</B></FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=3 STYLE="font-size: 13pt"><B>SECURITIES
AND EXCHANGE COMMISSION</B></FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>Washington,
D.C. 20549</B></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=4 STYLE="font-size: 16pt"><B>FORM
S-8 </B></FONT></FONT>
</P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2 STYLE="font-size: 11pt"><B>REGISTRATION
STATEMENTUNDER THE SECURITIES ACT OF 1933</B></FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><BR><BR>
</P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=4 STYLE="font-size: 16pt"><B>EZ2
COMPANIES, INC. </B></FONT></FONT>
</P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><A NAME="OLE_LINK1"></A>
<FONT FACE="Times New Roman, serif"><B>(formerly known as EDGAR
FILING.NET, INC.)</B></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm">&nbsp;</P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(Exact
name of registrant as specified in its charter)</B></FONT></FONT></P>

<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Nevada</FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(State
  or other jurisdiction of</B></FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>incorporation
  or organization)</B></FONT></FONT></P>
<P CLASS="western" ALIGN=center STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>200
  SE 1st Street, Suite 602</FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Miami,
  Florida</FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(Address
  of Principal Executive Offices)</B></FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>88-0429638</FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(I.R.S.
  Employer</B></FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>Identification
  No.</B>)</FONT></FONT> </P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>33131</FONT></FONT></P>
<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(Zip
  Code)</B></FONT></FONT></P>

<DIV ID="Section2">
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>EZ2
    Companies, Inc. 2004 Long Term Incentive Compensation Plan</FONT></FONT></P>

  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(Full
    title of the plan)</B></FONT></FONT></P>
	<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Otto
	Bethlen, President</FONT></FONT></P>
	<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>EZ2
	Companies, Inc.</FONT></FONT></P>
	<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>200
	SE 1st Street, Suite 602</FONT></FONT></P>
	<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Miami,
	Florida 33131</FONT></FONT></P>

  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>(305)
    577-5990</FONT></FONT></P>
	<P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>(Telephone
	number, including area code, of agent for service)</B></FONT></FONT></P>
</DIV>
<DIV ID="Section3">
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>with
    a copy to:</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Peter
    Campitiello, Esq.</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Levy
    &amp; Boonshoft, P.C.</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>477
    Madison Avenue</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>New
    York, New York 10022</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>(212)
    751-1414</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2><B>CALCULATION
    OF REGISTRATION FEE</B></FONT></FONT></P>
  <div align="center">
    <table width="75%" border="1">
      <tr align="center">
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=1 STYLE="font-size: 8pt"><B>TITLE
            OF EACH CLASS OF SECURITIES TO BE REGISTERED</B></FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=1 STYLE="font-size: 8pt"><B>AMOUNT
            TO BE REGISTERED (1</B></FONT><FONT FACE="Times New Roman, serif"><FONT SIZE=1 STYLE="font-size: 8pt"><B>)</B></FONT></FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=1 STYLE="font-size: 8pt"><B>PROPOSED
            MAXIMUM OFFERING PRICE PER SHARE (2)</B></FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=1 STYLE="font-size: 8pt"><B>PROPOSED
            MAXIMUM AGGREGATE OFFERING PRICE</B></FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=1 STYLE="font-size: 8pt"><B>AMOUNT
            OF REGISTRATION FEE</B></FONT></FONT></div></td>
      </tr>
      <tr align="center">
        <td> <FONT FACE="Times New Roman, serif"><FONT SIZE=2>Common Stock Par
          Value $.001 Per Share</FONT></FONT></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>5,000,000</FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>$0.36</FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>$1,800,000</FONT></FONT></div></td>
        <td> <div align="center"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>$228.06</FONT></FONT></div></td>
      </tr>
    </table>
  </div>
  <div align="center"></div>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>(1)
    Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration
    Statement shall also cover any additional shares of Common Stock which may
    become issuable under the EZ2 Companies, Inc. 2004 Long Term Incentive Compensation
    Plan by reason of any stock dividend, stock split, recapitalization or other
    similar transaction affected without the Registrant&rsquo;s receipt of consideration
    which results in an increase in the number of the outstanding shares of the
    Registrant&rsquo;s Common Stock. No separate consideration is paid for these
    rights and as a result, no registration fee for these rights is included in
    the fee for the Common Stock.</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><BR>
    <BR>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>(2)
    This estimate is made solely for the purpose of determining the amount of
    the registration fee pursuant to Rule 457(c) and (h) under the Securities
    Act of 1933, as amended. The price per share and aggregate offering price
    are calculated on the basis of the average shares of Common Stock which may
    become issuable under the EZ2 Companies, Inc. 2004 Long Term Incentive Compensation
    Plan by reason of any stock dividend, stock split, recapitalization or other
    similar transaction affected without the Registrant&rsquo;s receipt of consideration
    which results in an increase in the number of the outstanding shares of the
    Registrant&rsquo;s Common Stock. No separate consideration is paid for these
    rights and as a result, no registration fee for these rights is included in
    the fee for the Common Stock and the high and low prices of the Registrant&rsquo;s
    Common Stock as reported by the NASD OTC Bulletin Board on November 9, 2004.</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>This
    Registration Statement shall become effective upon filing in accordance with
    Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R. 462.</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm; page-break-before: always">
    <FONT FACE="Times New Roman, serif"><B>PART I: INFORMATION RQUIRED IN THE
    SECTION 10(a) PROSPECTUS</B></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>ITEM
    1. PLAN INFORMATION.</B></FONT><BR>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Information
    required by Part 1, Item 1 to be contained in the Section 10(a) prospectus
    is omitted from this Registration Statement in accordance with the introductory
    Note to Part I of Form S-8.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 2.54cm; text-indent: -2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><B>ITEM 2. REGISTRANT INFORMATION AND
    EMPLOYEE PLAN ANNUAL INFORMATION.</B></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Information
    required by Part I, Item 2 to be contained in the Section 10(a) prospectus
    is omitted from this Registration Statement in accordance with the introductory
    Note to Part I of Form S-8.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><BR>
    <BR>
  </P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>PART
    II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>ITEM
    3. INCORPORATION OF DOCUMENTS BY REFERENCE.</B></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">The
    following documents previously filed by EZ2 Companies, Inc., formerly known
    as EDGAR Filing.net, Inc. (the &quot;Company&quot;) with the Securities and
    Exchange Commission under the Securities Exchange Act of 1934, as amended
    (the &quot;Exchange Act&quot;) are hereby incorporated herein by reference:</FONT></P>
</DIV>
<ol>
  <li>
    <DIV align="LEFT" class="western" style="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">The
      Company's Form 10SB12G filed February 11, 2000.</FONT></DIV>
  </li>
  <li>
    <DIV align="LEFT" class="western" ID="Section3" style="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">The
      Company's Form 10-KSB for the fiscal year ended December 31, 2003.</FONT></DIV>
  </li>
  <li>
    <DIV align="LEFT" class="western" style="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Quarterly
      Reports on Form 10-QSB for the quarters ended March 30, 2004 and June 30,
      2004.</FONT></DIV>
  </li>
  <li>
    <DIV align="LEFT" class="western" style="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">The
      Company's Current Report on Form 8-K filed June 3, 2004.</FONT></DIV>
  </li>
  <li>
    <DIV align="LEFT" class="western" style="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">The
      Company&rsquo;s Definitive Information Statement filed on October 12, 2004.</FONT></DIV>
  </li>
</ol>
<DIV style="margin-bottom: 0.5cm">
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">In
    addition, all documents filed by the Company pursuant to Sections 13(a), 13(c),
    14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to
    the filing of a post-effective amendment which indicates that all securities
    offered have been sold or which deregisters all securities then remaining
    unsold, shall be deemed to be incorporated by reference in this registration
    statement and to be a part hereof from the date of filing of such documents.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>ITEM
    4. DESCRIPTION OF SECURITIES</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">All
    shares of Common Stock bear equal voting rights and are non assessable. Voting
    rights are not cumulative, and so holders of more than 50% of the shares could,
    if they chose, elect all the Directors. Upon liquidation, dissolution or winding
    up of the Company, the assets of the Company, if any, after payment of liabilities
    and any liquidation preferences on any outstanding preferred stock, will be
    distributed pro rata to the holders of the Common Stock. The holders of the
    Common Stock do not have preemptive rights to subscribe for any securities
    of the Company and have no right to require the Company to redeem or purchase
    their shares. Holders of Common Stock are entitled to share equally in dividends
    when, as and if declared by the Board of Directors, out of funds legally available
    therefor.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>ITEM
    6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">The
    only statute, charter provision, bylaw, contract, or other arrangement under
    which any controlling person, Director or Officer of the Company is insured
    or indemnified in any manner against any liability which he may incur in his
    capacity as such, is as follows:</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">(a)
    The Company has the power under the Nevada Revised Statute Section 78.752
    to indemnify any person who was or is a party or is threatened to be made
    a party to any action, whether civil, criminal, administrative or investigative,
    by reason of the fact that such person is or was a Director, Officer, employee,
    fiduciary, or agent of the Company or was serving at its request in a similar
    capacity for another entity, against expenses (including attorneys' fees),
    judgments, fines and amounts paid in settlement actually an reasonably incurred
    by him in connection therewith if he acted in good faith and in a manner he
    reasonably believed to be in the best interest of the corporation and, with
    respect to any criminal action or proceeding, had no reasonable cause to believe
    his conduct was unlawful. In case of an action brought by or in the right
    of the Company such persons are similarly entitled to indemnification if they
    acted in good faith and in a manner reasonably believed to be in the best
    interests of the Company but no indemnification shall be made if such person
    was adjudged to be liable to the Company for negligence or misconduct in the
    performance of his duty to the Company unless and to the extent the court
    in which such action or suit was brought determines upon application that
    despite the adjudication of liability, in view of all circumstances of the
    case, such person is fairly and reasonably entitled to indemnification. In
    such event, indemnification is limited to reasonable expenses. Such indemnification
    is not deemed exclusive of any other rights to which those indemnified may
    be entitled under the Articles of Incorporation, Bylaws, agreement, vote of
    shareholders or disinterested directors, or otherwise.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">(b)
    The Articles of Incorporation and Bylaws of the Company generally require
    indemnification of Officers and Directors to the fullest extent allowed by
    law.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Insofar
    as indemnification for liabilities arising under the Securities Act may be
    permitted to directors, officers or persons controlling the Registrant, the
    Registrant has been informed that, in the opinion of the Securities and Exchange
    Commission, such indemnification is against public policy as expressed in
    the Securities Act and is therefore unenforceable.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>ITEM
    7. EXEMPTION FROM REGISTRATION CLAIMED.</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Not
    applicable.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm; page-break-before: always">
    <FONT FACE="Times New Roman, serif"><B>ITEM 8. LIST OF EXHIBITS.</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><BR>
    <FONT FACE="Times New Roman, serif">The following documents are filed as exhibits
    to this Registration Statement:</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>EXHIBIT</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B><U>NUMBER
    DESCRIPTION / LOCATION</U></B></FONT></P>
  <table width="78%" border="1" style="margin-bottom: 0.5cm">
    <tr>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">4.1</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">Certificate
          of Incorporation and Bylaws, as amended</FONT></div></td>
      <td><P CLASS="western" ALIGN=center STYLE="margin-bottom: 0.5cm"><FONT size="2" FACE="Times New Roman, serif">(incorporated
          by reference to Registrant's Form 10-SB Registration Statement filed)</FONT></P>
        </td>
    </tr>
    <tr>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">4.2</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">EZ2
          Companies, Inc. 2004 Long Term Incentive Compensation Plan *</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">* Filed
          herewith electronically</FONT></div></td>
    </tr>
    <tr>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">5</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">Opinion
          of Levy &amp; Boonshoft, P.C.*</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">* Filed
          herewith electronically</FONT></div></td>
    </tr>
    <tr>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">23.1</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">Consent
          of Levy &amp; Boonshoft, P.C.</FONT></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">(contained
          in Exhibit 5) *</FONT></div></td>
    </tr>
    <tr>
      <td><div align="center"><font size="2">23.2</font></div></td>
      <td><div align="center"><font size="2">Consent of Bloom &amp; Co., LLP,
          Certified Public Accountants*</font></div></td>
      <td><div align="center"><FONT size="2" FACE="Times New Roman, serif">* Filed
          herewith electronically</FONT></div></td>
    </tr>
    <tr>
      <td><div align="center"><font size="2">24.1</font></div></td>
      <td><div align="center"><font size="2">Power of Attorney</font></div></td>
      <td><div align="center"><font size="2">(set forth on the signature page
          to this Registration Statement)</font></div></td>
    </tr>
  </table>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">----------------</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>ITEM
    9. UNDERTAKINGS.</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">(a)
    The undersigned Registrant hereby undertakes:</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">(1)
    To file, during any period in which offers or sales are being made, a post-effective
    amendment to this registration statement:</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 2.54cm; text-indent: -0.69cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(i) To include any prospectus required
    by Section 10(a)(3) of the Securities Act of 1933;</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-left: 2.54cm; text-indent: -0.69cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(ii) To reflect in the prospectus any
    facts or events arising after the effective date of the registration statement
    (or the most recent post-effective amendment thereof) which, individually
    or in the aggregate, represent a fundamental change in the information set
    forth in the registration statement;</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-left: 2.54cm; text-indent: -0.69cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(iii) To include any material information
    with respect to the plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the registration statement;
    provided, however, that subparagraphs (i) and (ii) do not apply if the information
    required to be included in a post-effective amendment by those subparagraphs
    is contained in periodic reports filed by the registrant pursuant to Section
    13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
    reference in the registration statement. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">(2)
    That, for the purpose of determining any liability under the Securities Act
    of 1933, each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide offering
    thereof.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">(3)
    To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 0.32cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(b) The undersigned registrant hereby
    undertakes that, for purposes of determining any liability under the Securities
    Act of 1933, each filing of the registrant's annual report pursuant to Section
    13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
    by reference in the registration statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide offering
    thereof.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 0.32cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(c) Insofar as indemnification for liabilities
    arising under the Securities Act of 1933 may be permitted to directors, officers
    and controlling persons of the registrant pursuant to Item 6, or otherwise,
    the registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as expressed
    in the Act and is, therefore, unenforceable. In the event that a claim for
    indemnification against such liabilities (other than the payment by the registrant
    of expenses incurred or paid by a director, officer or controlling person
    of the registrant in the successful defense of any action, suit or proceeding)
    is asserted by such director, officer or controlling person in connection
    with the securities being registered, the registrant will, unless in the opinion
    of its counsel the matter has been settled by controlling precedent, submit
    to a court of appropriate jurisdiction the question whether such indemnification
    by it is against public policy as expressed in the Act and will be governed
    by the final adjudication of such issue.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>SIGNATURES</B></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">Pursuant to the requirements of the Securities
    Act of 1933, the Registrant certifies that it has reasonable grounds to believe
    that it meets all of the requirements for filing on Form S-8 and has duly
    caused this Registration Statement to be signed on its behalf by the undersigned
    thereunto duly authorized, in the City of Miami, State of Florida on this
    12th day of November 2004.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">EZ2
    COMPANIES, INC.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">By:
    <U>/s/ Otto Bethlen</U>______</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Otto
    Bethlen, President</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><BR>
    <FONT FACE="Times New Roman, serif"><B>KNOW ALL MEN BY THESE PRESENTS,</B>
    that each person whose signature appears below constitutes and appoints <B>OTTO
    BETHLEN and JOHN S. FLYNN</B> and each or any one of them, his or her true
    and lawful attorney-in-fact and agent, with full power of substitution and
    resubstitution, for him or her and in his or her name, place and stead, in
    any and all capacities, to sign any and all amendments (including post-effective
    amendments) to this Registration Statement, and to file the same, with all
    exhibits thereto, and other documents in connection therewith, with the Securities
    and Exchange Commission, granting unto said attorneys-in-fact and agents,
    and each of them, full power and authority to do and perform each and every
    act and thing requisite and necessary to be done in connection therewith,
    as fully to all intents and purposes as he might or could do in person, hereby
    ratifying and confirming all that said attorneys-in-fact and agents, or any
    of them, or their or his or her substitutes or substitute, may lawfully do
    or cause to be done by virtue hereof.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Pursuant
    to the requirements of the Securities Act of 1933, this Registration Statement
    has been signed by the following persons in the capacities and on the dates
    indicated.</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B><U>Signature</U></B>
    <B><U>Title</U></B> <B><U>Date</U></B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><U>/s/
    Otto Bethlen </U>Chairman of the Board, November 12, 2004</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Otto
    Bethlen President and Chief Executive</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Officer
    (Principal Executive</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">and
    Financial Officer)</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><U>/s/
    John S. Flynn </U>Director November 12, 2004</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">John
    S. Flynn </FONT> </P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><U>/s/
    Matthew Young</U> Director, Secretary November 12, 2004</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">Matthew
    Young</FONT><BR>
  </P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>EXHIBIT
    INDEX</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>EXHIBIT</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B><U>NUMBER</U>
    <U>DESCRIPTION</U> <U>METHOD OF FILING/LOCATION</U></B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">4.1
    Certificate of Incorporation and Incorporated by reference</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 1.27cm; text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">4.1 Bylaws to Registrant's Form 10SB12G
    filed February 11, 2000</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 1.27cm; text-indent: 1.27cm; margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">4.2
    EZ2 Companies, Inc. Long Term Incentive Compensation Plan Filed herewith electronically</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 1.27cm; text-indent: 1.27cm; margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">5
    Opinion of Levy &amp; Boonshoft, P.C. Filed herewith electronically </FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 1.27cm; text-indent: 1.27cm; margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">23.1
    Consent of Levy &amp; Boonshoft, P.C. Contained in Exhibit 5 </FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 1.27cm; text-indent: 1.27cm; margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif">23.2
    Consent of Bloom &amp; Co., LLP Filed herewith electronically</FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 1.27cm; text-indent: 1.27cm; margin-bottom: 0.5cm"><font face="Times New Roman, serif">24.1
    Power of Attorney Filed herewith electronically</font></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm; page-break-before: always">
    <FONT FACE="Times New Roman, serif"><B>Exhibit 4.2</B></FONT><BR>
  </P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>EZ2
    COMPANIES, INC.</B></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>2004
    LONG TERM INCENTIVE COMPENSATION PLAN</B></FONT><BR>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">1. <B>Purpose.</B> The purposes of the
    EZ2 Companies, Inc., Long Term Incentive Compensation Plan (the &quot;Plan&quot;)
    are (i) to enable EZ2 Companies, Inc. and any of its subsidiary corporations
    (hereinafter referred to, unless the context otherwise requires, as the &quot;Company&quot;)
    to grant to its directors, executive officers and other selected key employees,
    specialized consultants, and agents, the means to acquire a proprietary interest
    in the Company, in order that such persons will have financial incentives
    to contribute to the Company's growth and profitability, and (ii) to enhance
    the ability of the Company to attract and retain in its employ individuals
    of outstanding skills upon which the success of the Company will depend.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">2. <B>Administration.</B> The Plan shall
    be administered by the Compensation Committee or other similarly designated
    committee (the &quot;Committee&quot;) appointed by the Board of Directors
    of the Company. Members of the Committee are eligible to participate in the
    Plan and may grant to any or all members of the Committee any award under
    the Plan. The Committee may adopt such rules and regulations as it may deem
    necessary or advisable for the administration of the plan. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">3. <B>Grant of Awards.</B> Subject to
    the terms and provisions of the Plan, the Committee may grant to any participant
    an award (the &quot;Award&quot;) consisting or one or more of the following:
    (i) Incentive Stock Options, (ii) Non&nbsp;Qualified Stock Options, (iii)
    Stock Units, (iii) Restricted Stock, and (iv) Stock Appreciation Rights, all
    as more fully described herein. The grant of an Award shall be evidenced by
    a written letter (an &quot;Award Letter&quot;) in such form as shall be approved
    by the Committee. Each recipient of an Award shall be required to acknowledge
    receipt of the related Award Letter in writing. However, failure to do so
    shall not invalidate an Award which has been duly granted by resolution of
    the Committee. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">4. <B>Share Subject to the Plan.</B> Subject
    to adjustment as provided herein, an aggregate of 5,000,000 shares of the
    Common Stock of the Company, $.001 par value per share (the <FONT FACE="WP TypographicSymbols">A</FONT>Common
    Stock<FONT FACE="WP TypographicSymbols">@</FONT>), shall be available for
    issuance pursuant to Awards granted under the Plan. Such shares may be authorized
    and unissued shares or shares held in the Company's treasury. All shares subject
    to Awards that shall have terminated or shall have been forfeited in whole
    or in part or canceled for any reason (other than by surrender for cancellation
    upon any exercise or conversion of all or part of such Awards) will be available
    for issuance pursuant to Awards granted subsequently under the Plan.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">5. <B>Participants. </B>All directors,
    officers and other key employees, consultants and agents of the Company and
    its subsidiaries, who are in a position to contribute materially to the successful
    operation of the business of the Company shall be eligible to receive Awards
    and thereby become participants in the Plan. As used herein, the term &quot;subsidiaries&quot;
    shall include any present or future corporation which would be a &quot;subsidiary
    corporation&quot; as that term is defined in Section 425 of the Internal Revenue
    Code of 1986, as amended, (the &quot;Code&quot;). For purposes of determining
    eligibility of individuals to receive Non&nbsp;Qualified Stock Options hereunder,
    and for such purposes only, the term &quot;employee&quot; shall include (without
    limitation) persons who are employed by the Company as consultants or persons
    who are engaged in providing consultative services to the Company from which
    services the Company derives proprietary rights. No employee or participant
    shall have any claim to be granted any Award under the Plan. In granting Awards,
    the Committee may include or exclude previous participants in the Plan, as
    the Committee may determine. Receipt of an Award shall in no way be deemed
    to constitute a contract or promise of continued employment by the Company.
    </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">6. <B>Stock Options.</B> (a) Stock options
    granted hereunder may be either Incentive Stock Options or Non&nbsp;Qualified
    Stock Options. As used herein, (i) &quot;Incentive Stock Option&quot; means
    an option that is intended to meet the requirements of Section 422A of the
    Code or any successor provision thereto, and (ii) &quot;Non&nbsp;Qualified
    Stock Option&quot; means an option that is not intended to be an Incentive
    Stock Option. Each Award of options granted under the Plan shall be designated
    by the Committee at the time of grant as either an Incentive Stock Option
    or a Non-Qualified Stock Option. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(b) Stock options granted hereunder shall
    be subject to the following terms and conditions and to such additional terms
    and conditions, not inconsistent with the provisions of the Plan, as the Committee
    shall deem desirable, all of which shall be reflected in the applicable Award
    Letter:</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(i) The purchase price per share purchasable
    upon exercise of an option (the &quot;Exercise Price&quot;) shall be not be
    less than the fair market value of a share of Common Stock on the date of
    grant as determined in good faith by the Committee. Unless otherwise determined,
    fair market value shall be determined by and be equal to the average of the
    last three days&rsquo; closing bid of the Company<FONT FACE="WP TypographicSymbols">=</FONT>s
    Common Stock in the over-the-counter market for the three days immediately
    preceding the date the Incentive Stock Option or Non-Qualified Stock Option
    is granted.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(ii) Options shall be exercisable at such
    time or times as determined by the Committee at the time of grant; provided
    that no option shall be exercisable after the expiration of ten (10) years
    from the date of grant and no Incentive Stock Option issued to a shareholder
    owning directly or constructively 10% of the voting power of the Company,
    shall be exercisable after the expiration of five (5) years. No Incentive
    Stock Option or Non-Qualified Stock Option shall be exercisable during the
    one (1) year period commencing on the date of grant. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(iii) If a participant retires during
    the term of an option, such option shall be exercisable by such participant
    only during the three (3) months following his or her retirement (but in no
    event after the expiration of the term of such option) and only as to the
    number of shares, if any, as to which it was exercisable immediately prior
    to such retirement. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(iv) If a participant dies during the
    term of an option, such option shall be exercisable by his or her executor
    or administrator or, if not so exercised, by the legatees or the distributees
    of his or her estate, only during the six (6) months following his or her
    death (but in no event after the expiration of the term of such option). During
    such six month period, the option shall be exercisable as to the full number
    of shares previously vested to grantee which it had not been previously exercised.
    </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(v) If a participant ceases to be an employee
    of the Company for any cause other than retirement or death during the term
    of an option, such option shall be exercisable by him or her only during the
    thirty (30) days following the cessation of his or her employment (but in
    no event after the expiration of the term of such option) and only as for
    the number of shares, if any, as to which it was exercisable immediately prior
    to such cessation of employment. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(vi) Subject to the other provisions of
    the Plan and the applicable Award Letter, participants may make payment of
    the Exercise Price by delivery of (A) cash, (B) a certified or bank cashier's
    check, (C) shares of Common Stock, (D) when permitted by law and the Committee,
    other Awards or (E) any combination thereof, which has a fair market value
    equal to the total Exercise Price, as determined in good faith by the Committee
    on the date of exercise. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(vii) The Committee may provide, at the
    time of grant and under advice of counsel or otherwise, that the shares to
    be issued upon an option's exercise shall be in the form of Restricted Stock.
    </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">7. <B>Stock Units.</B> (a) Stock Units
    are contractual rights awarded to participants pursuant to which shares may
    be issued as hereinafter provided. Stock Units do not constitute securities
    of the Company and do not entitle the participant to whom such Stock Units
    have been awarded to any right of ownership with respect to the shares which
    may be issued pursuant thereto, including, without limitation, voting rights
    and the right to receive ordinary cash dividends. Awards of Stock Units may
    provide for the issuance of Common Stock for no consideration other than services
    rendered. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(b) Subject to adjustment as provided
    herein, each Stock Unit awarded hereunder shall vest over such period as the
    Committee shall specify at the time of grant, and shall become convertible
    into shares of Common Stock over such additional period as the Committee shall
    specify at the time of grant. Upon such conversion, the participant shall
    be entitled to receive one share of Common Stock per Stock Unit, plus a distribution
    in kind of all other property (other than cash dividends) which the participant
    would have been entitled to receive if the shares received upon the conversion
    of such Stock Units had been owned throughout the period beginning on the
    date of the award of such Stock Units (&quot;the Award Date&quot;) and ending
    on the date of such conversion, less all securities and property which would
    have been surrendered or canceled pursuant to such distributions. </FONT>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(c) In the event of the cessation of the
    employment of a participant, however caused, prior to the full vesting of
    his or her Stock Units, such participant's Stock Units shall automatically
    either (i) be forfeited in their entirety, or (ii) be reduced to the number
    determined by means of the following formula: the total number of Stock Units
    originally awarded to the participant shall be multiplied by a fraction which
    shall have as its numerator the number of whole years elapsed between the
    Award Date and the date of cessation of employment and as its denominator
    the length of the specified vesting period of such Stock Units, provided that,
    if the resulting product is not a whole number, it shall be reduced to the
    next lowest whole number. The Compensation Committee shall specify, in the
    related Award Letter, whether forfeiture or formula reduction shall apply
    to an Award of Stock Units. All Stock Units originally issued to the participant
    in excess of the number determined as set forth in this paragraph shall be
    automatically canceled by the Company. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">8. <B>Restricted Stock.</B> (a) Restricted
    Stock Awards may be issued hereunder to participants, for no consideration
    other than services rendered, or for such consideration as may be required
    by applicable law, either alone or in addition to other Awards granted under
    the Plan. As used herein, &quot;Restricted Stock&quot; means any share of
    Common Stock issued subject to the restriction that the holder thereof may
    not sell, transfer, pledge, assign or otherwise hypothecate such share and
    with such other restrictions as the Committee, in its sole discretion, may
    impose (including, without limitation, any restriction on the right to vote
    such share and the right to receive cash dividends and other distributions
    with respect thereto), which restrictions may lapse separately or in combination
    at such time or times, in installments or otherwise, as the Committee may
    deem appropriate. The provisions of Restricted Stock Awards need not be the
    same with respect to each recipient. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(b) Any Restricted Stock issued hereunder
    may be evidenced in such manner as the Committee in its sole discretion shall
    deem appropriate, including, without limitation, book-entry registration or
    issuance of a stock certificate or certificates. In the event any stock certificate
    is issued in respect of shares of Restricted Stock awarded under the Plan,
    such certificate shall be registered in the name of the participant, and shall
    bear an appropriate legend referring to the terms, conditions and restrictions
    applicable to such shares.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(c) The cessation of a participant's employment
    by the Company at any time during the period of any restrictions due to such
    participant's retirement, permanent disability or death shall not affect the
    terms of any Restricted Stock Award granted to such participant. Except as
    otherwise determined by the Committee at the time of grant, upon cessation
    of employment for any other reason during the period of any restrictions,
    all shares of Restricted Stock still subject to restriction shall be forfeited
    by the participant and reacquired by the Company. Notwithstanding the foregoing,
    in the event of a participant's retirement, permanent disability or death,
    or in other cases of special circumstances following the cessation of employment
    by a participant, the Committee may, when it finds in its sole discretion
    that a waiver would be in the best interests of the Company, waive in whole
    or in part any or all remaining restrictions with respect to such participant's
    shares of Restricted Stock.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">9. <B>Stock Appreciation Rights.</B> (a)
    Stock Appreciation Rights may be granted hereunder to participants either
    alone or in addition to other Awards granted under the Plan and may, but need
    not, relate to a specific option granted under Section 6 hereof. As used herein,
    &quot;Stock Appreciation Right&quot; means a right to receive, upon exercise
    by the participant, the excess of (i) the fair market value of one share of
    Common Stock on the date of exercise over (ii) the grant price of the right
    as specified by the Committee. Stock Appreciation Rights shall be granted
    on such terms under conditions not inconsistent with the Plan as the Committee
    may determine, all of which shall be reflected in the applicable Award Letter.
    Awards of Stock Appreciation Rights may provide for the balance of Common
    Stock for no consideration other than services rendered. The provisions of
    Stock Appreciation Rights need not be the same with respect to each recipient.
    </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(b) A Stock Appreciation Right related
    to a Non&nbsp;Qualified Stock Option may be granted at the same time such
    option is granted or at any time thereafter before exercise or expiration
    of such option. Any Stock Appreciation Right related to an Incentive Stock
    Option must be granted at the same time such option is granted. The number
    of shares subject to Stock Appreciation Rights shall be reduced to the extent
    that the related stock option is exercised or terminated, except that, in
    the case of any Stock Appreciation Right granted with respect to less than
    the full number of shares covered by the related option, such Stock Appreciation
    Rights shall not be reduced until the exercise or termination of the related
    option exceeds the number of shares not covered by the Stock Appreciation
    Right. Any option related to any Stock Appreciation Right shall no longer
    be exercisable to the extent the related Stock Appreciation Right has been
    exercised. The Committee may, at the time of award impose such conditions
    or restrictions on the exercise of any Stock Appreciation Right as it shall
    deem appropriate.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(c) Stock Appreciation Rights which are
    related to an option shall be exercisable only when and to the extent that
    the related option is exercisable.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(d) Stock Appreciation Rights which are
    not related to an option (&quot;Unrelated Rights&quot;) shall be exercisable
    at such time or times as determined by the Committee at the time of grant,
    and shall be subject to the following terms and conditions:</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(i) If a participant retires during the
    term of an Unrelated Right, such Unrelated Right shall be exercisable by such
    participant only during the three (3) months following his or her retirement
    (but in no event after the expiration of the term of such Unrelated Right)
    and only as to the number of shares, if any, as to which it was exercisable
    immediately prior to such retirement. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(ii) If a participant dies during the
    term of an Unrelated Right, such Unrelated Right shall be exercisable by his
    or her executor or administrator or, if not so exercised, by the legatees
    or the distributees of his or her estate, only during the six (6) months following
    his or her death (but in no event after the expiration of the term of such
    Unrelated Right). During such six month period, the Unrelated Right shall
    be exercisable as to the full number of shares vested which had not been previously
    exercised.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 3.81cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(iii) If a participant ceases to be an
    employee of the Company for any cause other than retirement or death during
    the term of an Unrelated Right, such Unrelated Right shall be exercisable
    by him or her only during the thirty (30) days following the cessation of
    his or her employment (but in no event after the expiration of the term of
    such Unrelated Right) and only as to the number of shares, if any, as to which
    it was exercisable immediately prior to such cessation of employment. </FONT>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(e) Any payment by the Company in respect
    of Stock Appreciation Rights may be made in cash or shares of Common Stock,
    or a combination thereof, as the Committee, in its sole discretion, shall
    determine at the time of exercise. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(f) Notwithstanding the foregoing, no
    Stock Appreciation Right which is granted to an executive officer or director
    of the Company or to a participant who thereafter becomes an executive officer
    or director of the Company may be exercised until the expiration of one (1)
    year from the date of its grant. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">10. <B>Non-assignability of Awards.</B>
    No Award shall be assignable or transferable by a participant otherwise than
    by will or by the laws of descent and distribution. Each Award shall be exercisable,
    during the lifetime of any participant, only by such participant, except that,
    if permissible under applicable law, Awards other than Incentive Stock options
    may also be exercised by the guardian or legal representative of a participant.
    </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">11. <B>Term of Awards.</B> The term of
    each Award shall be for such period of years from the date of its grant as
    may be determined by the Committee; provided that in no event shall the term
    of any Incentive Stock Option exceed a period of ten (10) years from the date
    of its grant.</FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">12. <B>Cancellation of Awards.</B> (a)
    In the event that the Committee shall, at any time prior to the issuance of
    shares pursuant to an Award (and regardless of whether the participant is
    then in the employ of the Company), determine that any participant, either
    before or after any cessation of his or her employment by the Company, (i)
    has committed an act of misconduct for which he or she could have been discharged
    for cause by the Company; or (ii) has participated in or engaged in any business
    activity determined by the Committee to be in any way harmful or prejudicial
    to the interests of the Company, all Awards then outstanding in the name of
    such participant shall immediately be canceled. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(b) The Plan shall in no event be interpreted
    as restraining any participant from competing with the Company after the cessation
    of his or her employment by the Company. However, a participant who does compete
    with the business of the Company prior to the expiration of the period of
    one (1) year commencing with the date of the cessation of his or her employment
    by the Company, however caused, shall ipso facto be deemed to have participated
    or engaged in a business activity harmful or prejudicial to the interests
    of the Company. As used herein, the phrase' &quot;compete with the business
    of the Company&quot; shall include, without limitation, (i) participating,
    directly or indirectly, whether as proprietor, officer, employee, agent or
    otherwise, or (ii) having a material interest, directly or indirectly, through
    stock ownership (other than ownership of less than five percent (5%) of the
    outstanding stock of a publicly&nbsp;traded company), investment of capital,
    lending of money or property or otherwise, either alone or in association
    with others, in the formation, funding or operation of any type of group,
    business or enterprise engaged, in whole or in part, in the business then
    being conducted by the Company or any of its subsidiaries. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 2.54cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">(c) Any determination made hereunder by
    the Committee shall be conclusive and binding upon both the Company and the
    participant. Nothing herein shall be deemed to relieve, release or discharge
    any participant from any contractual or fiduciary obligation he or she may
    otherwise have to the Company. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">13. <B>Exercise of Awards.</B> To exercise
    an Award, the holder shall give written notice thereof to the Company either
    by delivery in hand to the Treasurer or Assistant Treasurer of the Company
    or by mailing by registered mail to the Company, marked &quot;Attention: Treasurer&quot;,
    at its principal place of business, specifying the date and type of Award
    and the number of shares of Common Stock with respect to which such Award
    is being exercised. The date upon which such written notice shall be duly
    received by the Treasurer or Assistant Treasurer shall be deemed to be the
    date of exercise or conversion for all purposes. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">14. <B>Withholding Taxes; Issuance of
    Stock Certificates.</B> Notwithstanding anything to the contrary hereinbefore
    contained, the Company shall not be required to issue certificates for shares
    purchased by exercise or conversion of an Award until (i) the full Exercise
    Price or other consideration due with respect thereto, if any, has been paid,
    and (ii) the participant or the participant's heirs or legal representatives,
    as the case may be, provide for payment to (or withholding by) the Company
    of all amounts required under then applicable provisions of the Code and state
    and local tax laws to be withheld with respect to such shares. Participants
    shall have none of the rights of a stockholder with respect to any Award until
    certificates for the shares represented thereby have been issued. </FONT>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">15. <B>Conditions to Exercise or Conversion
    of Awards.</B> Each participant who accepts delivery of shares issued pursuant
    to the Plan shall be deemed to have acquired such shares for his or her own
    account, for investment, and not with a view to or in connection with any
    distribution. As conditions to the exercise or conversion of any Award and
    the issuance of shares thereunder, the Committee may, in its discretion, require
    (i) that a participant sign an investment covenant to the foregoing effect
    confirming that he or she will not effect any sale, transfer, pledge, assignment
    or other hypothecation of such shares (collectively, a &quot;Transfer&quot;)
    prior to (A) receipt of an opinion of counsel for the Company authorizing
    any proposed Transfer, (B) receipt of a &quot;no action&quot; letter from
    the Securities and Exchange Commission permitting such Transfer, or (C) registration
    of the shares under the Securities Act of 1333, as amended, (the &quot;Act&quot;)
    and (ii) that a registration statement under the Act with respect to the Award
    and the shares to be issued on the exercise or conversion thereof shall have
    become, and continue to be, effective. The certificates representing shares
    issued pursuant to the Plan may bear an appropriate legend to the effect that
    the shares have been issued subject to certain restrictions on transfer and
    may be transferred only in accordance therewith. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">16. <B>Effect of Change in Common Stock.</B>
    In the event the outstanding shares of Common Stock are increased or decreased
    as a result of a stock dividend, stock split, recapitalization or other means
    having the same effect, the number of shares available for issuance under
    the Plan, the number of shares issuable pursuant to any outstanding Award
    and the Exercise Price of any option outstanding under the Plan shall be adjusted
    as the Board of Directors shall deem appropriate, in its sole discretion upon
    the recommendation of the Committee, and with the approval of counsel, to
    preserve unimpaired the rights of the participants. Notwithstanding the foregoing,
    in any such event the Exercise Price of any outstanding option shall, in the
    case of an increase in the number of shares, be proportionately reduced, and
    in the case of a decrease in the number of shares, be proportionately increased.
    All determinations made by the Board or the Committee shall be conclusive
    and binding upon the participants. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">17. <B>Effect of Reorganizations. </B>In
    case of any one or more reclassifications, changes or exchanges of outstanding
    shares of Common Stock or consolidations of the Company with, or mergers of
    the Company into, other corporations, or other recapitalizations or reorganizations
    (other than consolidations with a subsidiary in which the Company is the continuing
    corporation and which do not result in any reclassifications, changes or exchanges
    of outstanding shares of Common Stock), or in case of any one or more sales
    or conveyances to another corporation of the property of the Company as an
    entirety, or substantially as an entirety, any of which are hereinafter in
    this Section called &quot;Reorganizations,&quot; a participant shall have
    the right, upon any subsequent exercise or conversion of an Award, to acquire
    the same kind and amount of securities and property which such participant
    would then have if such participant had exercised or converted such Award
    immediately before the first of any such Reorganizations and continued to
    hold all securities and property which came to such participant as a result
    of that and subsequent Reorganizations, less all securities and property surrendered
    or canceled pursuant to any of same, the adjustment rights in Section 16 and
    this Section being continuing and cumulative, except that, anything to the
    contrary herein contained notwithstanding, the Committee shall have the right
    in connection with any Reorganizations, upon not less than thirty (30) days
    written notice to the participants, to accelerate the vesting provisions of
    all outstanding Awards and terminate the term thereof so that, in such event,
    all outstanding awards may be exercised or converted in whole or in part,
    only at a time prior to or simultaneously with the consummation of such Reorganization.
    The provisions and term of Awards held by participants who are no longer employees
    of the Company shall not be affected pursuant to the preceding sentence. In
    any such event such Awards may be exercised or converted, to the extent permitted
    by their terms, prior to or simultaneously with the consummation of such Reorganization.
    </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">18. <B>Effect of Change of Control.</B>
    If any individual, corporation or other entity (collectively, a &quot;Person&quot;)
    shall become the beneficial owner of 40% or more of the outstanding shares
    of Common Stock (other than by reason of a merger in which the Company is
    the continuing corporation and which does not result in any reclassification
    of outstanding shares of Common Stock of the Company), then all of the provisions
    set forth herein with respect to vesting, cancellation and forfeiture shall
    ipso facto lapse and be of no further effect whatsoever as to any and all
    Awards then outstanding, and, upon the date such event occurs (the &quot;Date
    of Change of Control&quot;), all Awards theretofore granted hereunder and
    not fully exercisable or convertible shall, subject to the provisions of the
    Plan and any other limitation applicable to such Awards, become exercisable
    or convertible in full for a period of thirty (30) days following the Date
    of Change of Control; provided, however, that (i) no Award shall be exercisable
    or convertible by an executive officer or director of the Company, or by a
    person who was an executive officer or director of the Company at the time
    the Award was granted, within one (1) year of the date of grant of such Award,
    and (ii) Awards of Incentive Stock Options shall become exercisable hereunder
    only to the extent possible without violation of the limitations contained
    in clauses (ii), (iii), (iv), (v) and (vii) of Section 6(b) hereof. </FONT>
  </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">For the purpose of this Section, a Person
    shall be deemed to be the beneficial owner of shares of Common Stock which
    are beneficially owned, directly or indirectly, by any other Person (i) with
    which it or its &quot;affiliate&quot; or &quot;associate&quot; (as hereinafter
    defined) has any agreement, arrangement or understanding for the purposes
    of acquiring, holding, voting or disposing of Common Stock; or (ii) which
    is its &quot;affiliate&quot; or &quot;associate&quot;. For the purposes of
    this Section, a Person is an &quot;affiliate&quot; of another person if the
    former directly, or indirectly through one or more intermediaries, controls,
    is controlled by, or is under common control with, the latter; and a person
    is an &quot;associate&quot; of (x) any corporation or organization (other
    than the Company or any of its subsidiary corporations) of which such person
    is an officer or partner or is, directly or indirectly, the beneficial owner
    of 10% or more of any class of equity securities, (y) any trust or estate
    in which such person has a substantial beneficial interest or as to which
    such person serves as trustee or in a similar fiduciary capacity and (z) any
    relative or spouse of such person, or any relative of such spouse, who has
    the same home as such person or who is a director or officer of the Company
    or any of its subsidiary corporations. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">19. <B>Term of the Plan.</B> No Award
    shall be granted pursuant to the Plan after September 30, 2014, but any Award
    theretofore granted may extend beyond that date. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">20. <B>Amendment and Termination.</B>
    The Board of Directors of the Company by resolution at any time may amend,
    suspend or terminate the Plan, provided that (i) no such action shall be taken
    which impairs the rights of any participant under any outstanding Award, without
    such participant's consent, and (ii) except in connection with an adjustment
    as contemplated hereunder or with the consent of the stockholders, no such
    action shall be taken which increases the total number of shares available
    for issuance under the Plan. The Committee may substitute new Awards for Awards
    previously granted to participants, including, without limitation, previously
    granted options having higher Exercise Prices. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">21. <B>Interpretation.</B> The interpretation
    and construction of any provision of the Plan and the adoption of rules and
    regulations for administering the Plan shall be made by the Committee, subject,
    however, at all times to the final jurisdiction which shall rest in the Board
    of Directors of the Company. Determinations made by the Committee and approved
    by the Board of Directors with respect to any matter or provision contained
    in the Plan shall be final, conclusive and binding upon the Company and upon
    all participants, their heirs and legal representatives. Any rule or regulation
    adopted by the Committee whether under the authority of this Section or Section
    2 above shall remain in full force and effect unless and until altered, amended
    or repealed by the Board of Directors. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif">22. <B>Effective Date of Plan.</B> The
    Plan shall not become effective, and any Awards granted hereunder shall not
    be exercisable, unless and until the Plan shall have been duly approved by
    the Board of Directors of the Company in accordance with the laws of the State
    of Nevada. No Award shall be granted, exercised or converted if such grant,
    exercise or conversion, or the issuance of shares pursuant thereto, would
    be contrary to law or the regulations of any duly constituted authority having
    jurisdiction. </FONT> </P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>Exhibit
    5</B></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>LEVY
    &amp; BOONSHOFT, P.C.</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Attorneys
    at Law</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>477
    Madison Avenue </FONT></FONT> </P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>New
    York, New York 10022</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Telephone:
    (212) 751-1414</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Facsimile:
    (212) 751-6943</FONT></FONT></P>
  <P CLASS="western" ALIGN=RIGHT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>November
    12, 2004</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Board
    of Directors</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>EZ2
    Companies, Inc.</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>200
    SE 1st Street</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Miami,
    Florida 33131</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Re:
    Registration Statement on Form S-8</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><BR>
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>Gentlemen:</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>We are counsel for EZ2 Companies,
    Inc., formerly known as EDGAR Filing.net, Inc., a Nevada corporation (the
    Company&quot;) in connection with its registration under the Securities Act
    of 1933, as amended (the &quot;Securities Act&quot;), of 5,000,000 shares
    of common stock which may be issued upon the exercise of options granted under
    the Company's 2004 Long-Term Incentive Plan through a Registration Statement
    on Form S-8 as to which this opinion is a part, to be filed with the Securities
    and Exchange Commission (the &quot;Commission&quot;).</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>In connection with rendering
    our opinion as set forth below, we have reviewed and examined originals or
    copies identified to our satisfaction of such instruments, certificates, records
    and other documents as we have deemed relevant, necessary or appropriate under
    the circumstances, for the purpose of rendering this opinion. In our examination,
    we have assumed the legal capacity of all natural persons, the genuineness
    of all signatures, the authenticity of all documents submitted to us as originals,
    the conformity to original documents, of all documents submitted to us as
    originals, the conformity to original documents of all documents submitted
    to us as copies. As to facts relevant to the opinions expressed herein and
    other statements made herein, we have relied without independent investigation
    upon certificates and oral statements and representatives of public officials,
    officers, directors and other representatives of the Company.</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>We have examined such other
    documents and records, instruments and certificates of public officials, officers
    and representatives of the Company, and have made such other investigations
    as we have deemed necessary or appropriate under the circumstances.</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>Based upon the foregoing
    and in reliance thereon, it is our opinion that the 5,000,000 shares of the
    Company's no par value common stock which may be issued upon the exercise
    of options under the 2004 Long-Term Incentive Plan will, upon the purchase,
    receipt of full payment, issuance and delivery in accordance with the terms
    of such options, be duly and validly authorized, legally issued, fully paid
    and non-assessable.</FONT></FONT></P>
  <P CLASS="western" ALIGN=JUSTIFY STYLE="text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>We hereby consent to the
    filing of this opinion as an exhibit to the referenced Registration Statement
    on Form S-8. In providing this consent, we do not hereby admit that we are
    within the category of persons whose consent is required under Section 7 of
    the Securities Act or the rules and regulations of the Commission promulgated
    thereunder.</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 7.62cm; text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>Very truly yours,</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>/s/
    Levy &amp; Boonshoft, P.C.</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-left: 7.62cm; text-indent: 1.27cm; margin-bottom: 0.5cm">
    <FONT FACE="Times New Roman, serif"><FONT SIZE=2>LEVY &amp; BOONSHOFT, P.C.</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><B>Exhibit
    23.2</B></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Bloom
    &amp; Co., LLP</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Certified
    Public Accountants</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>50
    Clinton Street, Suite 502</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Hempstead,
    New York 11550</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>(516)
    486-5900</FONT></FONT><BR>
  </P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>CONSENT
    OF INDEPENDENT AUDITOR</FONT></FONT></P>
  <P CLASS="western" ALIGN=CENTER STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>November
    12, 2004</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>To
    Whom It May Concern:</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>We
    have issued our report dated March 14, 2003, accompanying the financial statements
    of EDGAR Filing.net, Inc., now known as EZ2 Companies, Inc., on Form 10-KSB
    for the year ended December 31, 2003. We hereby consent to the incorporation
    by reference of said report in the Registration Statement of EDGAR Filing.net.,
    Inc., on Form S-8.</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Very
    truly yours,</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm">&nbsp;</P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>/s/
    Bloom &amp; Co., LLP</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Bloom
    &amp; Co., LLP</FONT></FONT></P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm"><FONT FACE="Times New Roman, serif"><FONT SIZE=2>Hempstead,
    New York </FONT></FONT> </P>
  <P CLASS="western" ALIGN=LEFT STYLE="margin-bottom: 0.5cm">&nbsp;</P>
</DIV>
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{"company-data": {"conformed-name": "EDGAR FILINGNET INC", "cik": "0001091406", "assigned-sic": "7389", "irs-number": "880429638", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120410", "film-number": "041138023"}, "business-address": {"street1": "477 MADISON AVE", "street2": "14TH FL.", "city": "NEW YORK", "state": "NY", "zip": "10222", "phone": "3127811414"}, "mail-address": {"street1": "477 MADISON AVE", "street2": "14TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
Registration No
Registration
No. 33-_______
As
filed with the Securities and Exchange Commission on November 12,
2004
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENTUNDER THE SECURITIES ACT OF 1933
EZ2
COMPANIES, INC.
(formerly known as EDGAR
FILING.NET, INC.)
(Exact
name of registrant as specified in its charter)
Nevada
(State
  or other jurisdiction of
incorporation
  or organization)
200
  SE 1st Street, Suite 602
Miami,
  Florida
(Address
  of Principal Executive Offices)
88-0429638
(I.R.S.
  Employer
Identification
  No.
)
33131
(Zip
  Code)
EZ2
    Companies, Inc. 2004 Long Term Incentive Compensation Plan
(Full
    title of the plan)
Otto
	Bethlen, President
EZ2
	Companies, Inc.
200
	SE 1st Street, Suite 602
Miami,
	Florida 33131
(305)
    577-5990
(Telephone
	number, including area code, of agent for service)
with
    a copy to:
Peter
    Campitiello, Esq.
Levy
    & Boonshoft, P.C.
477
    Madison Avenue
New
    York, New York 10022
(212)
    751-1414
CALCULATION
    OF REGISTRATION FEE
TITLE
            OF EACH CLASS OF SECURITIES TO BE REGISTERED
AMOUNT
            TO BE REGISTERED (1
)
PROPOSED
            MAXIMUM OFFERING PRICE PER SHARE (2)
PROPOSED
            MAXIMUM AGGREGATE OFFERING PRICE
AMOUNT
            OF REGISTRATION FEE
Common Stock Par
          Value $.001 Per Share
5,000,000
$0.36
$1,800,000
$228.06
(1)
    Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration
    Statement shall also cover any additional shares of Common Stock which may
    become issuable under the EZ2 Companies, Inc. 2004 Long Term Incentive Compensation
    Plan by reason of any stock dividend, stock split, recapitalization or other
    similar transaction affected without the Registrant's receipt of consideration
    which results in an increase in the number of the outstanding shares of the
    Registrant's Common Stock. No separate consideration is paid for these
    rights and as a result, no registration fee for these rights is included in
    the fee for the Common Stock.
(2)
    This estimate is made solely for the purpose of determining the amount of
    the registration fee pursuant to Rule 457(c) and (h) under the Securities
    Act of 1933, as amended. The price per share and aggregate offering price
    are calculated on the basis of the average shares of Common Stock which may
    become issuable under the EZ2 Companies, Inc. 2004 Long Term Incentive Compensation
    Plan by reason of any stock dividend, stock split, recapitalization or other
    similar transaction affected without the Registrant's receipt of consideration
    which results in an increase in the number of the outstanding shares of the
    Registrant's Common Stock. No separate consideration is paid for these
    rights and as a result, no registration fee for these rights is included in
    the fee for the Common Stock and the high and low prices of the Registrant's
    Common Stock as reported by the NASD OTC Bulletin Board on November 9, 2004.
This
    Registration Statement shall become effective upon filing in accordance with
    Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R. 462.
PART I: INFORMATION RQUIRED IN THE
    SECTION 10(a) PROSPECTUS
ITEM
    1. PLAN INFORMATION.
Information
    required by Part 1, Item 1 to be contained in the Section 10(a) prospectus
    is omitted from this Registration Statement in accordance with the introductory
    Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND
    EMPLOYEE PLAN ANNUAL INFORMATION.
Information
    required by Part I, Item 2 to be contained in the Section 10(a) prospectus
    is omitted from this Registration Statement in accordance with the introductory
    Note to Part I of Form S-8.
PART
    II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM
    3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
    following documents previously filed by EZ2 Companies, Inc., formerly known
    as EDGAR Filing.net, Inc. (the "Company") with the Securities and
    Exchange Commission under the Securities Exchange Act of 1934, as amended
    (the "Exchange Act") are hereby incorporated herein by reference:
The
      Company's Form 10SB12G filed February 11, 2000.
The
      Company's Form 10-KSB for the fiscal year ended December 31, 2003.
Quarterly
      Reports on Form 10-QSB for the quarters ended March 30, 2004 and June 30,
      2004.
The
      Company's Current Report on Form 8-K filed June 3, 2004.
The
      Company's Definitive Information Statement filed on October 12, 2004.
In
    addition, all documents filed by the Company pursuant to Sections 13(a), 13(c),
    14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to
    the filing of a post-effective amendment which indicates that all securities
    offered have been sold or which deregisters all securities then remaining
    unsold, shall be deemed to be incorporated by reference in this registration
    statement and to be a part hereof from the date of filing of such documents.
ITEM
    4. DESCRIPTION OF SECURITIES
All
    shares of Common Stock bear equal voting rights and are non assessable. Voting
    rights are not cumulative, and so holders of more than 50% of the shares could,
    if they chose, elect all the Directors. Upon liquidation, dissolution or winding
    up of the Company, the assets of the Company, if any, after payment of liabilities
    and any liquidation preferences on any outstanding preferred stock, will be
    distributed pro rata to the holders of the Common Stock. The holders of the
    Common Stock do not have preemptive rights to subscribe for any securities
    of the Company and have no right to require the Company to redeem or purchase
    their shares. Holders of Common Stock are entitled to share equally in dividends
    when, as and if declared by the Board of Directors, out of funds legally available
    therefor.
ITEM
    6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The
    only statute, charter provision, bylaw, contract, or other arrangement under
    which any controlling person, Director or Officer of the Company is insured
    or indemnified in any manner against any liability which he may incur in his
    capacity as such, is as follows:
(a)
    The Company has the power under the Nevada Revised Statute Section 78.752
    to indemnify any person who was or is a party or is threatened to be made
    a party to any action, whether civil, criminal, administrative or investigative,
    by reason of the fact that such person is or was a Director, Officer, employee,
    fiduciary, or agent of the Company or was serving at its request in a similar
    capacity for another entity, against expenses (including attorneys' fees),
    judgments, fines and amounts paid in settlement actually an reasonably incurred
    by him in connection therewith if he acted in good faith and in a manner he
    reasonably believed to be in the best interest of the corporation and, with
    respect to any criminal action or proceeding, had no reasonable cause to believe
    his conduct was unlawful. In case of an action brought by or in the right
    of the Company such persons are similarly entitled to indemnification if they
    acted in good faith and in a manner reasonably believed to be in the best
    interests of the Company but no indemnification shall be made if such person
    was adjudged to be liable to the Company for negligence or misconduct in the
    performance of his duty to the Company unless and to the extent the court
    in which such action or suit was brought determines upon application that
    despite the adjudication of liability, in view of all circumstances of the
    case, such person is fairly and reasonably entitled to indemnification. In
    such event, indemnification is limited to reasonable expenses. Such indemnification
    is not deemed exclusive of any other rights to which those indemnified may
    be entitled under the Articles of Incorporation, Bylaws, agreement, vote of
    shareholders or disinterested directors, or otherwise.
(b)
    The Articles of Incorporation and Bylaws of the Company generally require
    indemnification of Officers and Directors to the fullest extent allowed by
    law.
Insofar
    as indemnification for liabilities arising under the Securities Act may be
    permitted to directors, officers or persons controlling the Registrant, the
    Registrant has been informed that, in the opinion of the Securities and Exchange
    Commission, such indemnification is against public policy as expressed in
    the Securities Act and is therefore unenforceable.
ITEM
    7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
    applicable.
ITEM 8. LIST OF EXHIBITS.
The following documents are filed as exhibits
    to this Registration Statement:
EXHIBIT
NUMBER
    DESCRIPTION / LOCATION
4.1
Certificate
          of Incorporation and Bylaws, as amended
(incorporated
          by reference to Registrant's Form 10-SB Registration Statement filed)
4.2
EZ2
          Companies, Inc. 2004 Long Term Incentive Compensation Plan *
* Filed
          herewith electronically
5
Opinion
          of Levy & Boonshoft, P.C.*
* Filed
          herewith electronically
23.1
Consent
          of Levy & Boonshoft, P.C.
(contained
          in Exhibit 5) *
23.2
Consent of Bloom & Co., LLP,
          Certified Public Accountants*
* Filed
          herewith electronically
24.1
Power of Attorney
(set forth on the signature page
          to this Registration Statement)
----------------
ITEM
    9. UNDERTAKINGS.
(a)
    The undersigned Registrant hereby undertakes:
(1)
    To file, during any period in which offers or sales are being made, a post-effective
    amendment to this registration statement:
(i) To include any prospectus required
    by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
    facts or events arising after the effective date of the registration statement
    (or the most recent post-effective amendment thereof) which, individually
    or in the aggregate, represent a fundamental change in the information set
    forth in the registration statement;
(iii) To include any material information
    with respect to the plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the registration statement;
    provided, however, that subparagraphs (i) and (ii) do not apply if the information
    required to be included in a post-effective amendment by those subparagraphs
    is contained in periodic reports filed by the registrant pursuant to Section
    13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
    reference in the registration statement.
(2)
    That, for the purpose of determining any liability under the Securities Act
    of 1933, each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide offering
    thereof.
(3)
    To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering.
(b) The undersigned registrant hereby
    undertakes that, for purposes of determining any liability under the Securities
    Act of 1933, each filing of the registrant's annual report pursuant to Section
    13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
    by reference in the registration statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide offering
    thereof.
(c) Insofar as indemnification for liabilities
    arising under the Securities Act of 1933 may be permitted to directors, officers
    and controlling persons of the registrant pursuant to Item 6, or otherwise,
    the registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as expressed
    in the Act and is, therefore, unenforceable. In the event that a claim for
    indemnification against such liabilities (other than the payment by the registrant
    of expenses incurred or paid by a director, officer or controlling person
    of the registrant in the successful defense of any action, suit or proceeding)
    is asserted by such director, officer or controlling person in connection
    with the securities being registered, the registrant will, unless in the opinion
    of its counsel the matter has been settled by controlling precedent, submit
    to a court of appropriate jurisdiction the question whether such indemnification
    by it is against public policy as expressed in the Act and will be governed
    by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
    Act of 1933, the Registrant certifies that it has reasonable grounds to believe
    that it meets all of the requirements for filing on Form S-8 and has duly
    caused this Registration Statement to be signed on its behalf by the undersigned
    thereunto duly authorized, in the City of Miami, State of Florida on this
    12th day of November 2004.
EZ2
    COMPANIES, INC.
By:
/s/ Otto Bethlen
______
Otto
    Bethlen, President
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints
OTTO
    BETHLEN and JOHN S. FLYNN
and each or any one of them, his or her true
    and lawful attorney-in-fact and agent, with full power of substitution and
    resubstitution, for him or her and in his or her name, place and stead, in
    any and all capacities, to sign any and all amendments (including post-effective
    amendments) to this Registration Statement, and to file the same, with all
    exhibits thereto, and other documents in connection therewith, with the Securities
    and Exchange Commission, granting unto said attorneys-in-fact and agents,
    and each of them, full power and authority to do and perform each and every
    act and thing requisite and necessary to be done in connection therewith,
    as fully to all intents and purposes as he might or could do in person, hereby
    ratifying and confirming all that said attorneys-in-fact and agents, or any
    of them, or their or his or her substitutes or substitute, may lawfully do
    or cause to be done by virtue hereof.
Pursuant
    to the requirements of the Securities Act of 1933, this Registration Statement
    has been signed by the following persons in the capacities and on the dates
    indicated.
Signature
Title
Date
/s/
    Otto Bethlen
Chairman of the Board, November 12, 2004
Otto
    Bethlen President and Chief Executive
Officer
    (Principal Executive
and
    Financial Officer)
/s/
    John S. Flynn
Director November 12, 2004
John
    S. Flynn
/s/
    Matthew Young
Director, Secretary November 12, 2004
Matthew
    Young
EXHIBIT
    INDEX
EXHIBIT
NUMBER
DESCRIPTION
METHOD OF FILING/LOCATION
4.1
    Certificate of Incorporation and Incorporated by reference
4.1 Bylaws to Registrant's Form 10SB12G
    filed February 11, 2000
4.2
    EZ2 Companies, Inc. Long Term Incentive Compensation Plan Filed herewith electronically
5
    Opinion of Levy & Boonshoft, P.C. Filed herewith electronically
23.1
    Consent of Levy & Boonshoft, P.C. Contained in Exhibit 5
23.2
    Consent of Bloom & Co., LLP Filed herewith electronically
24.1
    Power of Attorney Filed herewith electronically
Exhibit 4.2
EZ2
    COMPANIES, INC.
2004
    LONG TERM INCENTIVE COMPENSATION PLAN
1.
Purpose.
The purposes of the
    EZ2 Companies, Inc., Long Term Incentive Compensation Plan (the "Plan")
    are (i) to enable EZ2 Companies, Inc. and any of its subsidiary corporations
    (hereinafter referred to, unless the context otherwise requires, as the "Company")
    to grant to its directors, executive officers and other selected key employees,
    specialized consultants, and agents, the means to acquire a proprietary interest
    in the Company, in order that such persons will have financial incentives
    to contribute to the Company's growth and profitability, and (ii) to enhance
    the ability of the Company to attract and retain in its employ individuals
    of outstanding skills upon which the success of the Company will depend.
2.
Administration.
The Plan shall
    be administered by the Compensation Committee or other similarly designated
    committee (the "Committee") appointed by the Board of Directors
    of the Company. Members of the Committee are eligible to participate in the
    Plan and may grant to any or all members of the Committee any award under
    the Plan. The Committee may adopt such rules and regulations as it may deem
    necessary or advisable for the administration of the plan.
3.
Grant of Awards.
Subject to
    the terms and provisions of the Plan, the Committee may grant to any participant
    an award (the "Award") consisting or one or more of the following:
    (i) Incentive Stock Options, (ii) Non Qualified Stock Options, (iii)
    Stock Units, (iii) Restricted Stock, and (iv) Stock Appreciation Rights, all
    as more fully described herein. The grant of an Award shall be evidenced by
    a written letter (an "Award Letter") in such form as shall be approved
    by the Committee. Each recipient of an Award shall be required to acknowledge
    receipt of the related Award Letter in writing. However, failure to do so
    shall not invalidate an Award which has been duly granted by resolution of
    the Committee.
4.
Share Subject to the Plan.
Subject
    to adjustment as provided herein, an aggregate of 5,000,000 shares of the
    Common Stock of the Company, $.001 par value per share (the
A
Common
    Stock
@
), shall be available for
    issuance pursuant to Awards granted under the Plan. Such shares may be authorized
    and unissued shares or shares held in the Company's treasury. All shares subject
    to Awards that shall have terminated or shall have been forfeited in whole
    or in part or canceled for any reason (other than by surrender for cancellation
    upon any exercise or conversion of all or part of such Awards) will be available
    for issuance pursuant to Awards granted subsequently under the Plan.
5.
Participants.
All directors,
    officers and other key employees, consultants and agents of the Company and
    its subsidiaries, who are in a position to contribute materially to the successful
    operation of the business of the Company shall be eligible to receive Awards
    and thereby become participants in the Plan. As used herein, the term "subsidiaries"
    shall include any present or future corporation which would be a "subsidiary
    corporation" as that term is defined in Section 425 of the Internal Revenue
    Code of 1986, as amended, (the "Code"). For purposes of determining
    eligibility of individuals to receive Non Qualified Stock Options hereunder,
    and for such purposes only, the term "employee" shall include (without
    limitation) persons who are employed by the Company as consultants or persons
    who are engaged in providing consultative services to the Company from which
    services the Company derives proprietary rights. No employee or participant
    shall have any claim to be granted any Award under the Plan. In granting Awards,
    the Committee may include or exclude previous participants in the Plan, as
    the Committee may determine. Receipt of an Award shall in no way be deemed
    to constitute a contract or promise of continued employment by the Company.
6.
Stock Options.
(a) Stock options
    granted hereunder may be either Incentive Stock Options or Non Qualified
    Stock Options. As used herein, (i) "Incentive Stock Option" means
    an option that is intended to meet the requirements of Section 422A of the
    Code or any successor provision thereto, and (ii) "Non Qualified
    Stock Option" means an option that is not intended to be an Incentive
    Stock Option. Each Award of options granted under the Plan shall be designated
    by the Committee at the time of grant as either an Incentive Stock Option
    or a Non-Qualified Stock Option.
(b) Stock options granted hereunder shall
    be subject to the following terms and conditions and to such additional terms
    and conditions, not inconsistent with the provisions of the Plan, as the Committee
    shall deem desirable, all of which shall be reflected in the applicable Award
    Letter:
(i) The purchase price per share purchasable
    upon exercise of an option (the "Exercise Price") shall be not be
    less than the fair market value of a share of Common Stock on the date of
    grant as determined in good faith by the Committee. Unless otherwise determined,
    fair market value shall be determined by and be equal to the average of the
    last three days' closing bid of the Company
=
s
    Common Stock in the over-the-counter market for the three days immediately
    preceding the date the Incentive Stock Option or Non-Qualified Stock Option
    is granted.
(ii) Options shall be exercisable at such
    time or times as determined by the Committee at the time of grant; provided
    that no option shall be exercisable after the expiration of ten (10) years
    from the date of grant and no Incentive Stock Option issued to a shareholder
    owning directly or constructively 10% of the voting power of the Company,
    shall be exercisable after the expiration of five (5) years. No Incentive
    Stock Option or Non-Qualified Stock Option shall be exercisable during the
    one (1) year period commencing on the date of grant.
(iii) If a participant retires during
    the term of an option, such option shall be exercisable by such participant
    only during the three (3) months following his or her retirement (but in no
    event after the expiration of the term of such option) and only as to the
    number of shares, if any, as to which it was exercisable immediately prior
    to such retirement.
(iv) If a participant dies during the
    term of an option, such option shall be exercisable by his or her executor
    or administrator or, if not so exercised, by the legatees or the distributees
    of his or her estate, only during the six (6) months following his or her
    death (but in no event after the expiration of the term of such option). During
    such six month period, the option shall be exercisable as to the full number
    of shares previously vested to grantee which it had not been previously exercised.
(v) If a participant ceases to be an employee
    of the Company for any cause other than retirement or death during the term
    of an option, such option shall be exercisable by him or her only during the
    thirty (30) days following the cessation of his or her employment (but in
    no event after the expiration of the term of such option) and only as for
    the number of shares, if any, as to which it was exercisable immediately prior
    to such cessation of employment.
(vi) Subject to the other provisions of
    the Plan and the applicable Award Letter, participants may make payment of
    the Exercise Price by delivery of (A) cash, (B) a certified or bank cashier's
    check, (C) shares of Common Stock, (D) when permitted by law and the Committee,
    other Awards or (E) any combination thereof, which has a fair market value
    equal to the total Exercise Price, as determined in good faith by the Committee
    on the date of exercise.
(vii) The Committee may provide, at the
    time of grant and under advice of counsel or otherwise, that the shares to
    be issued upon an option's exercise shall be in the form of Restricted Stock.
7.
Stock Units.
(a) Stock Units
    are contractual rights awarded to participants pursuant to which shares may
    be issued as hereinafter provided. Stock Units do not constitute securities
    of the Company and do not entitle the participant to whom such Stock Units
    have been awarded to any right of ownership with respect to the shares which
    may be issued pursuant thereto, including, without limitation, voting rights
    and the right to receive ordinary cash dividends. Awards of Stock Units may
    provide for the issuance of Common Stock for no consideration other than services
    rendered.
(b) Subject to adjustment as provided
    herein, each Stock Unit awarded hereunder shall vest over such period as the
    Committee shall specify at the time of grant, and shall become convertible
    into shares of Common Stock over such additional period as the Committee shall
    specify at the time of grant. Upon such conversion, the participant shall
    be entitled to receive one share of Common Stock per Stock Unit, plus a distribution
    in kind of all other property (other than cash dividends) which the participant
    would have been entitled to receive if the shares received upon the conversion
    of such Stock Units had been owned throughout the period beginning on the
    date of the award of such Stock Units ("the Award Date") and ending
    on the date of such conversion, less all securities and property which would
    have been surrendered or canceled pursuant to such distributions.
(c) In the event of the cessation of the
    employment of a participant, however caused, prior to the full vesting of
    his or her Stock Units, such participant's Stock Units shall automatically
    either (i) be forfeited in their entirety, or (ii) be reduced to the number
    determined by means of the following formula: the total number of Stock Units
    originally awarded to the participant shall be multiplied by a fraction which
    shall have as its numerator the number of whole years elapsed between the
    Award Date and the date of cessation of employment and as its denominator
    the length of the specified vesting period of such Stock Units, provided that,
    if the resulting product is not a whole number, it shall be reduced to the
    next lowest whole number. The Compensation Committee shall specify, in the
    related Award Letter, whether forfeiture or formula reduction shall apply
    to an Award of Stock Units. All Stock Units originally issued to the participant
    in excess of the number determined as set forth in this paragraph shall be
    automatically canceled by the Company.
8.
Restricted Stock.
(a) Restricted
    Stock Awards may be issued hereunder to participants, for no consideration
    other than services rendered, or for such consideration as may be required
    by applicable law, either alone or in addition to other Awards granted under
    the Plan. As used herein, "Restricted Stock" means any share of
    Common Stock issued subject to the restriction that the holder thereof may
    not sell, transfer, pledge, assign or otherwise hypothecate such share and
    with such other restrictions as the Committee, in its sole discretion, may
    impose (including, without limitation, any restriction on the right to vote
    such share and the right to receive cash dividends and other distributions
    with respect thereto), which restrictions may lapse separately or in combination
    at such time or times, in installments or otherwise, as the Committee may
    deem appropriate. The provisions of Restricted Stock Awards need not be the
    same with respect to each recipient.
(b) Any Restricted Stock issued hereunder
    may be evidenced in such manner as the Committee in its sole discretion shall
    deem appropriate, including, without limitation, book-entry registration or
    issuance of a stock certificate or certificates. In the event any stock certificate
    is issued in respect of shares of Restricted Stock awarded under the Plan,
    such certificate shall be registered in the name of the participant, and shall
    bear an appropriate legend referring to the terms, conditions and restrictions
    applicable to such shares.
(c) The cessation of a participant's employment
    by the Company at any time during the period of any restrictions due to such
    participant's retirement, permanent disability or death shall not affect the
    terms of any Restricted Stock Award granted to such participant. Except as
    otherwise determined by the Committee at the time of grant, upon cessation
    of employment for any other reason during the period of any restrictions,
    all shares of Restricted Stock still subject to restriction shall be forfeited
    by the participant and reacquired by the Company. Notwithstanding the foregoing,
    in the event of a participant's retirement, permanent disability or death,
    or in other cases of special circumstances following the cessation of employment
    by a participant, the Committee may, when it finds in its sole discretion
    that a waiver would be in the best interests of the Company, waive in whole
    or in part any or all remaining restrictions with respect to such participant's
    shares of Restricted Stock.
9.
Stock Appreciation Rights.
(a)
    Stock Appreciation Rights may be granted hereunder to participants either
    alone or in addition to other Awards granted under the Plan and may, but need
    not, relate to a specific option granted under Section 6 hereof. As used herein,
    "Stock Appreciation Right" means a right to receive, upon exercise
    by the participant, the excess of (i) the fair market value of one share of
    Common Stock on the date of exercise over (ii) the grant price of the right
    as specified by the Committee. Stock Appreciation Rights shall be granted
    on such terms under conditions not inconsistent with the Plan as the Committee
    may determine, all of which shall be reflected in the applicable Award Letter.
    Awards of Stock Appreciation Rights may provide for the balance of Common
    Stock for no consideration other than services rendered. The provisions of
    Stock Appreciation Rights need not be the same with respect to each recipient.
(b) A Stock Appreciation Right related
    to a Non Qualified Stock Option may be granted at the same time such
    option is granted or at any time thereafter before exercise or expiration
    of such option. Any Stock Appreciation Right related to an Incentive Stock
    Option must be granted at the same time such option is granted. The number
    of shares subject to Stock Appreciation Rights shall be reduced to the extent
    that the related stock option is exercised or terminated, except that, in
    the case of any Stock Appreciation Right granted with respect to less than
    the full number of shares covered by the related option, such Stock Appreciation
    Rights shall not be reduced until the exercise or termination of the related
    option exceeds the number of shares not covered by the Stock Appreciation
    Right. Any option related to any Stock Appreciation Right shall no longer
    be exercisable to the extent the related Stock Appreciation Right has been
    exercised. The Committee may, at the time of award impose such conditions
    or restrictions on the exercise of any Stock Appreciation Right as it shall
    deem appropriate.
(c) Stock Appreciation Rights which are
    related to an option shall be exercisable only when and to the extent that
    the related option is exercisable.
(d) Stock Appreciation Rights which are
    not related to an option ("Unrelated Rights") shall be exercisable
    at such time or times as determined by the Committee at the time of grant,
    and shall be subject to the following terms and conditions:
(i) If a participant retires during the
    term of an Unrelated Right, such Unrelated Right shall be exercisable by such
    participant only during the three (3) months following his or her retirement
    (but in no event after the expiration of the term of such Unrelated Right)
    and only as to the number of shares, if any, as to which it was exercisable
    immediately prior to such retirement.
(ii) If a participant dies during the
    term of an Unrelated Right, such Unrelated Right shall be exercisable by his
    or her executor or administrator or, if not so exercised, by the legatees
    or the distributees of his or her estate, only during the six (6) months following
    his or her death (but in no event after the expiration of the term of such
    Unrelated Right). During such six month period, the Unrelated Right shall
    be exercisable as to the full number of shares vested which had not been previously
    exercised.
(iii) If a participant ceases to be an
    employee of the Company for any cause other than retirement or death during
    the term of an Unrelated Right, such Unrelated Right shall be exercisable
    by him or her only during the thirty (30) days following the cessation of
    his or her employment (but in no event after the expiration of the term of
    such Unrelated Right) and only as to the number of shares, if any, as to which
    it was exercisable immediately prior to such cessation of employment.
(e) Any payment by the Company in respect
    of Stock Appreciation Rights may be made in cash or shares of Common Stock,
    or a combination thereof, as the Committee, in its sole discretion, shall
    determine at the time of exercise.
(f) Notwithstanding the foregoing, no
    Stock Appreciation Right which is granted to an executive officer or director
    of the Company or to a participant who thereafter becomes an executive officer
    or director of the Company may be exercised until the expiration of one (1)
    year from the date of its grant.
10.
Non-assignability of Awards.
No Award shall be assignable or transferable by a participant otherwise than
    by will or by the laws of descent and distribution. Each Award shall be exercisable,
    during the lifetime of any participant, only by such participant, except that,
    if permissible under applicable law, Awards other than Incentive Stock options
    may also be exercised by the guardian or legal representative of a participant.
11.
Term of Awards.
The term of
    each Award shall be for such period of years from the date of its grant as
    may be determined by the Committee; provided that in no event shall the term
    of any Incentive Stock Option exceed a period of ten (10) years from the date
    of its grant.
12.
Cancellation of Awards.
(a)
    In the event that the Committee shall, at any time prior to the issuance of
    shares pursuant to an Award (and regardless of whether the participant is
    then in the employ of the Company), determine that any participant, either
    before or after any cessation of his or her employment by the Company, (i)
    has committed an act of misconduct for which he or she could have been discharged
    for cause by the Company; or (ii) has participated in or engaged in any business
    activity determined by the Committee to be in any way harmful or prejudicial
    to the interests of the Company, all Awards then outstanding in the name of
    such participant shall immediately be canceled.
(b) The Plan shall in no event be interpreted
    as restraining any participant from competing with the Company after the cessation
    of his or her employment by the Company. However, a participant who does compete
    with the business of the Company prior to the expiration of the period of
    one (1) year commencing with the date of the cessation of his or her employment
    by the Company, however caused, shall ipso facto be deemed to have participated
    or engaged in a business activity harmful or prejudicial to the interests
    of the Company. As used herein, the phrase' "compete with the business
    of the Company" shall include, without limitation, (i) participating,
    directly or indirectly, whether as proprietor, officer, employee, agent or
    otherwise, or (ii) having a material interest, directly or indirectly, through
    stock ownership (other than ownership of less than five percent (5%) of the
    outstanding stock of a publicly traded company), investment of capital,
    lending of money or property or otherwise, either alone or in association
    with others, in the formation, funding or operation of any type of group,
    business or enterprise engaged, in whole or in part, in the business then
    being conducted by the Company or any of its subsidiaries.
(c) Any determination made hereunder by
    the Committee shall be conclusive and binding upon both the Company and the
    participant. Nothing herein shall be deemed to relieve, release or discharge
    any participant from any contractual or fiduciary obligation he or she may
    otherwise have to the Company.
13.
Exercise of Awards.
To exercise
    an Award, the holder shall give written notice thereof to the Company either
    by delivery in hand to the Treasurer or Assistant Treasurer of the Company
    or by mailing by registered mail to the Company, marked "Attention: Treasurer",
    at its principal place of business, specifying the date and type of Award
    and the number of shares of Common Stock with respect to which such Award
    is being exercised. The date upon which such written notice shall be duly
    received by the Treasurer or Assistant Treasurer shall be deemed to be the
    date of exercise or conversion for all purposes.
14.
Withholding Taxes; Issuance of
    Stock Certificates.
Notwithstanding anything to the contrary hereinbefore
    contained, the Company shall not be required to issue certificates for shares
    purchased by exercise or conversion of an Award until (i) the full Exercise
    Price or other consideration due with respect thereto, if any, has been paid,
    and (ii) the participant or the participant's heirs or legal representatives,
    as the case may be, provide for payment to (or withholding by) the Company
    of all amounts required under then applicable provisions of the Code and state
    and local tax laws to be withheld with respect to such shares. Participants
    shall have none of the rights of a stockholder with respect to any Award until
    certificates for the shares represented thereby have been issued.
15.
Conditions to Exercise or Conversion
    of Awards.
Each participant who accepts delivery of shares issued pursuant
    to the Plan shall be deemed to have acquired such shares for his or her own
    account, for investment, and not with a view to or in connection with any
    distribution. As conditions to the exercise or conversion of any Award and
    the issuance of shares thereunder, the Committee may, in its discretion, require
    (i) that a participant sign an investment covenant to the foregoing effect
    confirming that he or she will not effect any sale, transfer, pledge, assignment
    or other hypothecation of such shares (collectively, a "Transfer")
    prior to (A) receipt of an opinion of counsel for the Company authorizing
    any proposed Transfer, (B) receipt of a "no action" letter from
    the Securities and Exchange Commission permitting such Transfer, or (C) registration
    of the shares under the Securities Act of 1333, as amended, (the "Act")
    and (ii) that a registration statement under the Act with respect to the Award
    and the shares to be issued on the exercise or conversion thereof shall have
    become, and continue to be, effective. The certificates representing shares
    issued pursuant to the Plan may bear an appropriate legend to the effect that
    the shares have been issued subject to certain restrictions on transfer and
    may be transferred only in accordance therewith.
16.
Effect of Change in Common Stock.
In the event the outstanding shares of Common Stock are increased or decreased
    as a result of a stock dividend, stock split, recapitalization or other means
    having the same effect, the number of shares available for issuance under
    the Plan, the number of shares issuable pursuant to any outstanding Award
    and the Exercise Price of any option outstanding under the Plan shall be adjusted
    as the Board of Directors shall deem appropriate, in its sole discretion upon
    the recommendation of the Committee, and with the approval of counsel, to
    preserve unimpaired the rights of the participants. Notwithstanding the foregoing,
    in any such event the Exercise Price of any outstanding option shall, in the
    case of an increase in the number of shares, be proportionately reduced, and
    in the case of a decrease in the number of shares, be proportionately increased.
    All determinations made by the Board or the Committee shall be conclusive
    and binding upon the participants.
17.
Effect of Reorganizations.
In
    case of any one or more reclassifications, changes or exchanges of outstanding
    shares of Common Stock or consolidations of the Company with, or mergers of
    the Company into, other corporations, or other recapitalizations or reorganizations
    (other than consolidations with a subsidiary in which the Company is the continuing
    corporation and which do not result in any reclassifications, changes or exchanges
    of outstanding shares of Common Stock), or in case of any one or more sales
    or conveyances to another corporation of the property of the Company as an
    entirety, or substantially as an entirety, any of which are hereinafter in
    this Section called "Reorganizations," a participant shall have
    the right, upon any subsequent exercise or conversion of an Award, to acquire
    the same kind and amount of securities and property which such participant
    would then have if such participant had exercised or converted such Award
    immediately before the first of any such Reorganizations and continued to
    hold all securities and property which came to such participant as a result
    of that and subsequent Reorganizations, less all securities and property surrendered
    or canceled pursuant to any of same, the adjustment rights in Section 16 and
    this Section being continuing and cumulative, except that, anything to the
    contrary herein contained notwithstanding, the Committee shall have the right
    in connection with any Reorganizations, upon not less than thirty (30) days
    written notice to the participants, to accelerate the vesting provisions of
    all outstanding Awards and terminate the term thereof so that, in such event,
    all outstanding awards may be exercised or converted in whole or in part,
    only at a time prior to or simultaneously with the consummation of such Reorganization.
    The provisions and term of Awards held by participants who are no longer employees
    of the Company shall not be affected pursuant to the preceding sentence. In
    any such event such Awards may be exercised or converted, to the extent permitted
    by their terms, prior to or simultaneously with the consummation of such Reorganization.
18.
Effect of Change of Control.
If any individual, corporation or other entity (collectively, a "Person")
    shall become the beneficial owner of 40% or more of the outstanding shares
    of Common Stock (other than by reason of a merger in which the Company is
    the continuing corporation and which does not result in any reclassification
    of outstanding shares of Common Stock of the Company), then all of the provisions
    set forth herein with respect to vesting, cancellation and forfeiture shall
    ipso facto lapse and be of no further effect whatsoever as to any and all
    Awards then outstanding, and, upon the date such event occurs (the "Date
    of Change of Control"), all Awards theretofore granted hereunder and
    not fully exercisable or convertible shall, subject to the provisions of the
    Plan and any other limitation applicable to such Awards, become exercisable
    or convertible in full for a period of thirty (30) days following the Date
    of Change of Control; provided, however, that (i) no Award shall be exercisable
    or convertible by an executive officer or director of the Company, or by a
    person who was an executive officer or director of the Company at the time
    the Award was granted, within one (1) year of the date of grant of such Award,
    and (ii) Awards of Incentive Stock Options shall become exercisable hereunder
    only to the extent possible without violation of the limitations contained
    in clauses (ii), (iii), (iv), (v) and (vii) of Section 6(b) hereof.
For the purpose of this Section, a Person
    shall be deemed to be the beneficial owner of shares of Common Stock which
    are beneficially owned, directly or indirectly, by any other Person (i) with
    which it or its "affiliate" or "associate" (as hereinafter
    defined) has any agreement, arrangement or understanding for the purposes
    of acquiring, holding, voting or disposing of Common Stock; or (ii) which
    is its "affiliate" or "associate". For the purposes of
    this Section, a Person is an "affiliate" of another person if the
    former directly, or indirectly through one or more intermediaries, controls,
    is controlled by, or is under common control with, the latter; and a person
    is an "associate" of (x) any corporation or organization (other
    than the Company or any of its subsidiary corporations) of which such person
    is an officer or partner or is, directly or indirectly, the beneficial owner
    of 10% or more of any class of equity securities, (y) any trust or estate
    in which such person has a substantial beneficial interest or as to which
    such person serves as trustee or in a similar fiduciary capacity and (z) any
    relative or spouse of such person, or any relative of such spouse, who has
    the same home as such person or who is a director or officer of the Company
    or any of its subsidiary corporations.
19.
Term of the Plan.
No Award
    shall be granted pursuant to the Plan after September 30, 2014, but any Award
    theretofore granted may extend beyond that date.
20.
Amendment and Termination.
The Board of Directors of the Company by resolution at any time may amend,
    suspend or terminate the Plan, provided that (i) no such action shall be taken
    which impairs the rights of any participant under any outstanding Award, without
    such participant's consent, and (ii) except in connection with an adjustment
    as contemplated hereunder or with the consent of the stockholders, no such
    action shall be taken which increases the total number of shares available
    for issuance under the Plan. The Committee may substitute new Awards for Awards
    previously granted to participants, including, without limitation, previously
    granted options having higher Exercise Prices.
21.
Interpretation.
The interpretation
    and construction of any provision of the Plan and the adoption of rules and
    regulations for administering the Plan shall be made by the Committee, subject,
    however, at all times to the final jurisdiction which shall rest in the Board
    of Directors of the Company. Determinations made by the Committee and approved
    by the Board of Directors with respect to any matter or provision contained
    in the Plan shall be final, conclusive and binding upon the Company and upon
    all participants, their heirs and legal representatives. Any rule or regulation
    adopted by the Committee whether under the authority of this Section or Section
    2 above shall remain in full force and effect unless and until altered, amended
    or repealed by the Board of Directors.
22.
Effective Date of Plan.
The
    Plan shall not become effective, and any Awards granted hereunder shall not
    be exercisable, unless and until the Plan shall have been duly approved by
    the Board of Directors of the Company in accordance with the laws of the State
    of Nevada. No Award shall be granted, exercised or converted if such grant,
    exercise or conversion, or the issuance of shares pursuant thereto, would
    be contrary to law or the regulations of any duly constituted authority having
    jurisdiction.
Exhibit
    5
LEVY
    & BOONSHOFT, P.C.
Attorneys
    at Law
477
    Madison Avenue
New
    York, New York 10022
Telephone:
    (212) 751-1414
Facsimile:
    (212) 751-6943
November
    12, 2004
Board
    of Directors
EZ2
    Companies, Inc.
200
    SE 1st Street
Miami,
    Florida 33131
Re:
    Registration Statement on Form S-8
Gentlemen:
We are counsel for EZ2 Companies,
    Inc., formerly known as EDGAR Filing.net, Inc., a Nevada corporation (the
    Company") in connection with its registration under the Securities Act
    of 1933, as amended (the "Securities Act"), of 5,000,000 shares
    of common stock which may be issued upon the exercise of options granted under
    the Company's 2004 Long-Term Incentive Plan through a Registration Statement
    on Form S-8 as to which this opinion is a part, to be filed with the Securities
    and Exchange Commission (the "Commission").
In connection with rendering
    our opinion as set forth below, we have reviewed and examined originals or
    copies identified to our satisfaction of such instruments, certificates, records
    and other documents as we have deemed relevant, necessary or appropriate under
    the circumstances, for the purpose of rendering this opinion. In our examination,
    we have assumed the legal capacity of all natural persons, the genuineness
    of all signatures, the authenticity of all documents submitted to us as originals,
    the conformity to original documents, of all documents submitted to us as
    originals, the conformity to original documents of all documents submitted
    to us as copies. As to facts relevant to the opinions expressed herein and
    other statements made herein, we have relied without independent investigation
    upon certificates and oral statements and representatives of public officials,
    officers, directors and other representatives of the Company.
We have examined such other
    documents and records, instruments and certificates of public officials, officers
    and representatives of the Company, and have made such other investigations
    as we have deemed necessary or appropriate under the circumstances.
Based upon the foregoing
    and in reliance thereon, it is our opinion that the 5,000,000 shares of the
    Company's no par value common stock which may be issued upon the exercise
    of options under the 2004 Long-Term Incentive Plan will, upon the purchase,
    receipt of full payment, issuance and delivery in accordance with the terms
    of such options, be duly and validly authorized, legally issued, fully paid
    and non-assessable.
We hereby consent to the
    filing of this opinion as an exhibit to the referenced Registration Statement
    on Form S-8. In providing this consent, we do not hereby admit that we are
    within the category of persons whose consent is required under Section 7 of
    the Securities Act or the rules and regulations of the Commission promulgated
    thereunder.
Very truly yours,
/s/
    Levy & Boonshoft, P.C.
LEVY & BOONSHOFT, P.C.
Exhibit
    23.2
Bloom
    & Co., LLP
Certified
    Public Accountants
50
    Clinton Street, Suite 502
Hempstead,
    New York 11550
(516)
    486-5900
CONSENT
    OF INDEPENDENT AUDITOR
November
    12, 2004
To
    Whom It May Concern:
We
    have issued our report dated March 14, 2003, accompanying the financial statements
    of EDGAR Filing.net, Inc., now known as EZ2 Companies, Inc., on Form 10-KSB
    for the year ended December 31, 2003. We hereby consent to the incorporation
    by reference of said report in the Registration Statement of EDGAR Filing.net.,
    Inc., on Form S-8.
Very
    truly yours,
/s/
    Bloom & Co., LLP
Bloom
    & Co., LLP
Hempstead,
    New York