SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    -----------------------------------------

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

                                     37Point9
             (Exact Name of Registrant as specified in its charter)

          Nevada                                            86-0889096
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                        Identification Number)

      27349 Jefferson Avenue			                       92590
          Temecula, CA                                        (Zip Code)
(Address of Principal executive offices)

                     Compensation and Consulting Agreements
                             (full name of the plan)

                                   Ray Warren
                          2950 E. Flamingo Road, Ste. F
                              Las Vegas, NV 89121
                    (Name and address of agent for services)

                                 (702) 214-8440
         (Telephone number, including area code, of agent for services)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title Of    Proposed         Proposed
Securities  Maximum          Maximum           Amount of           Amount Of
To Be       Amount To Be     Offering Price    Aggregate Offering  Registration
Registered  Registered       Per Share         Price               Fee
--------------------------------------------------------------------------------

Common      28,900,000 <F1>   $0.0275 <F2>       $794,750            $198.68
================================================================================

[FN]

<F1>  Represents  shares to be issued  pursuant to  employment,  consulting  and
professional  service agreements for continued services by officers,  attorneys,
directors  and  consultants  to  Registrant,   including   services  related  to
sales and marketing of the  Company's  products and services; and seeking  joint
ventures and potential acquisitions;  all of the foregoing in furtherance of the
Registrant's business.

<F2> Pursuant  to  Rule 457[h], the  maximum aggregate offering price (estimated
solely  for the  purpose  of  calculating  the  registration  fee based upon the
average  of the bid and  asked  price  of the  Registrant's  Common  Stock as of
August 30, 2001.) </FN>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

     The document(s) containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428 (b) (1). Such documents need
not be filed with  the Commission either as part of this registration  statement
or as prospectuses  or  prospectus  supplements  pursuant  to  Rule  424.  These
documents  and the  documents  incorporated  by  reference  in the  registration
statement  pursuant  to  Item 3 of Part II of this  form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

     This Registration  Statement on Form S-8 (the "Registration  Statement") of
37Point9,  a Nevada corporation, (the "Registrant") covers  25,400,000 shares of
the Registrant's common stock, par value $0.001 per share ("Common Stock").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a) The  Registrant's  Form  10-KSB filed  on April 16, 2001 and the Regis-
trant's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001.

     In addition to the  foregoing,  all  documents  subsequently  filed by  the
Registrant pursuant to  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a  post-effective  amendment  indicating  that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration Statement and to be part hereof  from  the  date  of filing of such
documents.  Any statement contained  in a  document incorporated by reference in
this  Registration  Statement  shall be deemed to be modified or superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein  or in any  subsequently  filed  document  that is also  incorporated  by
reference  herein  modifies  or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.   Description of the Securities.

     As  of August 31, 2001, the  Registrant has  authority to issue 400,000,000
shares of common stock, at a par value of $.001 per share, and 50,000,000 shares
of  preferred  stock  at  $.001  par value. The Registrant has, as of August 16,
2001, 79,034,973 shares of common stock outstanding.  The  Registrant's Articles
of  Incorporation provide  that  common stock may be issued from time to time by
the Board of Directors without action by the stockholders. Further, the Articles
of  Incorporation provides  that the Board of Directors may issue stock for con-
sideration as may be fixed by the Board of Directors from time to time. The Reg-
istrant has not paid any dividends on its common stock. There are no provisions,
other than as may be set forth in the Nevada Revised Statutes, that  prohibit or
limit  the payment  of dividends.   There are  no provisions in the Registrant's
articles  or by laws  that would delay,  defer or prevent a change in control of
the Company.

<PAGE>

Item 5.   Interests of Named Experts and Counsel.

     None.

Item 6.   Indemnification of Officers and Directors.

     The Registrant's  By-Laws  provides  that  the Company will  indemnify its
directors  and  executive   officers  and  may  indemnify  its  other  officers,
employees,  and agents to the fullest  extend  permitted  under  Nevada law. The
Registrant is  also  empowered  under its  By-Laws to enter into indemnification
agreements  with its directors and officers and to purchase  insurance on behalf
of any person it is required or permitted to indemnify.

     The  Registrant's  Articles  of  Incorporation  provide  that the Company's
directors  will  not  be  personally  liable  to  the  Company  or  any  of  its
stockholders  for  damages  for  breach of the  director's  fiduciary  duty as a
director  or officer  involving  any act or  omission  of any such  director  or
officer.   Each director will continue  to be subject to liability for breach of
the  director's  fiduciary  duties to the  Company for acts and  omissions  that
involve  intentional  misconduct,  fraud or a knowing  violation  of law, or the
payment of dividends in violation of Nevada corporate law. Further, directors of
the  Company  may still be held  liable  under any other  laws,  such as federal
securities laws.

     Section 78.7502(1) of the Nevada Revised Statutes authorizes,  in pertinent
part, corporations to indemnify,  at its discretion,  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that his is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
directors,  officer or  employee  of  another  corporation,  partnership,  joint
venture, trust or enterprise.

     Further Section 78.7502(2) of  the  Nevada Revised  Statutes authorizes, in
pertinent part, corporations to indemnify, at its discretion,  any person who is
or was a party or is threatened to be made a party to any threatened, pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,   partnership,   joint   venture,   trust  or   other   enterprise.
Indemnification  pursuant  to  this  section  is  contingent  upon the director,
officer,  employee  or agent  acting  in good  faith  and in a  manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.

     The scope  of  the statutory  indemnification provided for under Nevada law
extends to expenses,  including  attorney's fees,  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred by the director,  officer,
employee or agent of the corporation.

     Nevada Revised Statute 78.751 provides that a  corporation may exercise its
discretion in granting such immunity by majority vote of the board of directors,
or  through  express  provisions  of a  corporation's  by-laws  or  articles  of
incorporation.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

<PAGE>

Item 8.   Exhibits.

5.1  Opinion of Tad Mailander, Esq.
23.1 Consent of WEINBERG & COMPANY, P.A.
23.2 Consent of Tad Mailander, Esq. (included in 5.1)
24.1 Power of Attorney (included in signature page)

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) 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.

     (b) To file, during any period in  which  offers or sales are being made, a
post-effective amendment to this Registration Statement.

     (c) To remove from registration  by means of a post-effective amendment any
of the securities  being  registered  which remains unsold at the termination of
the offering.

     (d) That for the purpose of  determining liability under the Securities Act
of 1933, as amended, 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 the time shall be deemed to be the initial bona
fide offering thereof.

     (e) The Undersigned Registrant hereby  undertakes that, for the purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  Annual Report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934 (and,  where  applicable,  each filing of an employee
benefit  plan's  annual  report  pursuant  to  Section  15(d) of the  Securities
Exchange  Act  of  1934)  that  is  incorporated  herein  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.

     (f) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange Commission  such  indemnification  is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
against such  liabilities  (other than the payment by the Registrant of expenses
paid or incurred 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 a controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

     The Registrant, pursuant to the requirements of the Securities Act of 1933,
as amended,  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, duly
authorized individual, in the City of San Diego,  State  of  California, on  the
31st day of August, 2001.

                                37POINT9

                                /S/MICHAEL BRETTE
                                By: Michael Brette
                                Title: Chairman of the Board, Director


<PAGE>

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below   constitutes  and  appoints  Michael  Brette his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on  Form S-8, and  to  file the same with all exhibits thereto and all
documents in connection therewith,  with the Securities and Exchange Commission,
granting  said  attorney-in-fact  and agent full power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration  Statement  has  been signed by the following persons in the capac-
ities on the thirty first day of August, 2001.

SIGNATURE                      TITLE
---------                      -----

/s/ Michael Brette             Chairman of the
Michael Brette                 Board and Director

/s/ John Rolls                 Secretary, Director
John Rolls

/s/ Douglas P. Brown           Director
Douglas P. Brown


<PAGE>

                                  EXHIBIT INDEX

Exhibit Number          Item
--------------          ----

5.1                     Opinion of Tad Mailander, Esq.
23.1                    Consent of WEINBERG & COMPANY, P.A.
23.2                    Consent of Tad Mailander, Esq. (included in 5.1)
24.1                    Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "s-8_083001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15391}]
{"company-data": {"conformed-name": "37POINT9", "cik": "0001059413", "assigned-sic": "6770", "irs-number": "860889096", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68888", "film-number": "1729886"}, "business-address": {"street1": "27349 JEFFERSON AVENUE", "street2": "SUITE 200", "city": "TEMECULA", "state": "CA", "zip": "92590", "phone": "9092969945"}, "mail-address": {"street1": "27349 JEFFERSON AVENUE", "street2": "SUITE 200", "city": "TEMECULA", "state": "CA", "zip": "92590"}, "former-company": {"former-conformed-name": "GREAT BASIN WATER CO", "date-changed": "20000216"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    -----------------------------------------

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

                                     37Point9
             (Exact Name of Registrant as specified in its charter)

          Nevada                                            86-0889096
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                        Identification Number)

      27349 Jefferson Avenue			                       92590
          Temecula, CA                                        (Zip Code)
(Address of Principal executive offices)

                     Compensation and Consulting Agreements
                             (full name of the plan)

                                   Ray Warren
                          2950 E. Flamingo Road, Ste. F
                              Las Vegas, NV 89121
                    (Name and address of agent for services)

                                 (702) 214-8440
         (Telephone number, including area code, of agent for services)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title Of    Proposed         Proposed
Securities  Maximum          Maximum           Amount of           Amount Of
To Be       Amount To Be     Offering Price    Aggregate Offering  Registration
Registered  Registered       Per Share         Price               Fee
--------------------------------------------------------------------------------

Common      28,900,000
$0.0275
$794,750            $198.68
================================================================================

[FN]
Represents  shares to be issued  pursuant to  employment,  consulting  and
professional  service agreements for continued services by officers,  attorneys,
directors  and  consultants  to  Registrant,   including   services  related  to
sales and marketing of the  Company's  products and services; and seeking  joint
ventures and potential acquisitions;  all of the foregoing in furtherance of the
Registrant's business.
Pursuant  to  Rule 457[h], the  maximum aggregate offering price (estimated
solely  for the  purpose  of  calculating  the  registration  fee based upon the
average  of the bid and  asked  price  of the  Registrant's  Common  Stock as of
August 30, 2001.)
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

     The document(s) containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428 (b) (1). Such documents need
not be filed with  the Commission either as part of this registration  statement
or as prospectuses  or  prospectus  supplements  pursuant  to  Rule  424.  These
documents  and the  documents  incorporated  by  reference  in the  registration
statement  pursuant  to  Item 3 of Part II of this  form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

     This Registration  Statement on Form S-8 (the "Registration  Statement") of
37Point9,  a Nevada corporation, (the "Registrant") covers  25,400,000 shares of
the Registrant's common stock, par value $0.001 per share ("Common Stock").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a) The  Registrant's  Form  10-KSB filed  on April 16, 2001 and the Regis-
trant's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001.

     In addition to the  foregoing,  all  documents  subsequently  filed by  the
Registrant pursuant to  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a  post-effective  amendment  indicating  that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration Statement and to be part hereof  from  the  date  of filing of such
documents.  Any statement contained  in a  document incorporated by reference in
this  Registration  Statement  shall be deemed to be modified or superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein  or in any  subsequently  filed  document  that is also  incorporated  by
reference  herein  modifies  or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.   Description of the Securities.

     As  of August 31, 2001, the  Registrant has  authority to issue 400,000,000
shares of common stock, at a par value of $.001 per share, and 50,000,000 shares
of  preferred  stock  at  $.001  par value. The Registrant has, as of August 16,
2001, 79,034,973 shares of common stock outstanding.  The  Registrant's Articles
of  Incorporation provide  that  common stock may be issued from time to time by
the Board of Directors without action by the stockholders. Further, the Articles
of  Incorporation provides  that the Board of Directors may issue stock for con-
sideration as may be fixed by the Board of Directors from time to time. The Reg-
istrant has not paid any dividends on its common stock. There are no provisions,
other than as may be set forth in the Nevada Revised Statutes, that  prohibit or
limit  the payment  of dividends.   There are  no provisions in the Registrant's
articles  or by laws  that would delay,  defer or prevent a change in control of
the Company.
Item 5.   Interests of Named Experts and Counsel.

     None.

Item 6.   Indemnification of Officers and Directors.

     The Registrant's  By-Laws  provides  that  the Company will  indemnify its
directors  and  executive   officers  and  may  indemnify  its  other  officers,
employees,  and agents to the fullest  extend  permitted  under  Nevada law. The
Registrant is  also  empowered  under its  By-Laws to enter into indemnification
agreements  with its directors and officers and to purchase  insurance on behalf
of any person it is required or permitted to indemnify.

     The  Registrant's  Articles  of  Incorporation  provide  that the Company's
directors  will  not  be  personally  liable  to  the  Company  or  any  of  its
stockholders  for  damages  for  breach of the  director's  fiduciary  duty as a
director  or officer  involving  any act or  omission  of any such  director  or
officer.   Each director will continue  to be subject to liability for breach of
the  director's  fiduciary  duties to the  Company for acts and  omissions  that
involve  intentional  misconduct,  fraud or a knowing  violation  of law, or the
payment of dividends in violation of Nevada corporate law. Further, directors of
the  Company  may still be held  liable  under any other  laws,  such as federal
securities laws.

     Section 78.7502(1) of the Nevada Revised Statutes authorizes,  in pertinent
part, corporations to indemnify,  at its discretion,  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that his is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
directors,  officer or  employee  of  another  corporation,  partnership,  joint
venture, trust or enterprise.

     Further Section 78.7502(2) of  the  Nevada Revised  Statutes authorizes, in
pertinent part, corporations to indemnify, at its discretion,  any person who is
or was a party or is threatened to be made a party to any threatened, pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,   partnership,   joint   venture,   trust  or   other   enterprise.
Indemnification  pursuant  to  this  section  is  contingent  upon the director,
officer,  employee  or agent  acting  in good  faith  and in a  manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.

     The scope  of  the statutory  indemnification provided for under Nevada law
extends to expenses,  including  attorney's fees,  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred by the director,  officer,
employee or agent of the corporation.

     Nevada Revised Statute 78.751 provides that a  corporation may exercise its
discretion in granting such immunity by majority vote of the board of directors,
or  through  express  provisions  of a  corporation's  by-laws  or  articles  of
incorporation.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
Item 8.   Exhibits.

5.1  Opinion of Tad Mailander, Esq.
23.1 Consent of WEINBERG & COMPANY, P.A.
23.2 Consent of Tad Mailander, Esq. (included in 5.1)
24.1 Power of Attorney (included in signature page)

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) 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.

     (b) To file, during any period in  which  offers or sales are being made, a
post-effective amendment to this Registration Statement.

     (c) To remove from registration  by means of a post-effective amendment any
of the securities  being  registered  which remains unsold at the termination of
the offering.

     (d) That for the purpose of  determining liability under the Securities Act
of 1933, as amended, 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 the time shall be deemed to be the initial bona
fide offering thereof.

     (e) The Undersigned Registrant hereby  undertakes that, for the purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  Annual Report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934 (and,  where  applicable,  each filing of an employee
benefit  plan's  annual  report  pursuant  to  Section  15(d) of the  Securities
Exchange  Act  of  1934)  that  is  incorporated  herein  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.

     (f) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange Commission  such  indemnification  is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
against such  liabilities  (other than the payment by the Registrant of expenses
paid or incurred 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 a 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

     The Registrant, pursuant to the requirements of the Securities Act of 1933,
as amended,  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, duly
authorized individual, in the City of San Diego,  State  of  California, on  the
31st day of August, 2001.

                                37POINT9

                                /S/MICHAEL BRETTE
                                By: Michael Brette
                                Title: Chairman of the Board, Director
POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below   constitutes  and  appoints  Michael  Brette his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on  Form S-8, and  to  file the same with all exhibits thereto and all
documents in connection therewith,  with the Securities and Exchange Commission,
granting  said  attorney-in-fact  and agent full power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration  Statement  has  been signed by the following persons in the capac-
ities on the thirty first day of August, 2001.

SIGNATURE                      TITLE
---------                      -----

/s/ Michael Brette             Chairman of the
Michael Brette                 Board and Director

/s/ John Rolls                 Secretary, Director
John Rolls

/s/ Douglas P. Brown           Director
Douglas P. Brown
EXHIBIT INDEX

Exhibit Number          Item
--------------          ----

5.1                     Opinion of Tad Mailander, Esq.
23.1                    Consent of WEINBERG & COMPANY, P.A.
23.2                    Consent of Tad Mailander, Esq. (included in 5.1)
24.1                    Power of Attorney (included in signature page)