--------------------------------------------------------------------------------
                                  Mark T. Wood
                                    PRESIDENT
                              iDial Networks, Inc.
                         16990 Dallas Parkway, Suite 106
                                 Dallas TX 75248
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                              24843 Del Prado, #318
                              Dana Point, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              IDIAL NETWORKS, INC.
               (Exact name of registrant as specified in charter)

                                    formerly

                        DESERT SPRINGS ACQUISITION CORP.

                          BARTEL FINANCIAL GROUP, INC.


 Nevada                                                               84-1043258
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

16990  Dallas  Parkway,  Suite  106,  Dallas  TX                           75248
(Address of principal executive offices)                              (Zip Code)



                                     NO PLAN
                              (STOCK FOR SERVICES)
                              (Full Title of Plan)


                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                               (Agent for Service)

                                October 16, 2000


                       CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
<S>                   <C>              <C>                <C>                 <C>
Title of Securities   Amount to be     Proposed Maximum   Proposed Maximum    Amount of
to be Registered.     Registered       Offering Price     Aggregate Offering  Registration
                                       per Unit           Price               Fee
------------------------------------------------------------------------------------------
0.01 par value          7,750,000        $0.25            $1,937,500          $511.50
Common Stock            shares           per share
------------------------------------------------------------------------------------------
</TABLE>


1  The  securities  of the Issuer are presently trading or listed for trading on
the  Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly  by  reference  to the last trading date, October, 13, 2000, average
close,  discounted  by  20%.

                                        1
<PAGE>

                                     PART I
                           ITEM 1. GENERAL INFORMATION

The stock being registered herein is not pursuant to a compensation plan but for
payment  of  various  services rendered to the Corporation. Please see Exhibit 1
Stock  for  Services  List  as  to  a  description  of  the  services  provided.


                                     PART II

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents are incorporated by reference as though fully set
forth  herein,  and all documents subsequently filed by this Registrant pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  have  been  sold  or which de-registers all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated  by reference in the
Registration  Statement  and  a  part  hereof  from  the  date of filing of such
documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ( Common Stock ) Registered
under  12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to  one vote; all shares of the class share equally in dividends and liquidation
rights.  Pursuant  to the laws of Nevada a majority of all shareholders entitled
to  vote  at a shareholders meeting regularly called upon notice may take action
as  a  majority  and  give  notice to all shareholders of such action. No market
presently  exists  for  the  securities  of  this  Issuer.


        ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).


                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  following  provision is contained in the Articles of Incorporation, in
Article  IX,  provides:

           Each Director and officer or former Director or officer or any person
who  may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of  which  this  corporation  is  a  creditor  (and  their heirs, executors, and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his
heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or

                                        2
<PAGE>

proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding
had  been  litigated  to  a  conclusion.  Such  a  determination by the Board of
Directors,  or  by  independent  counsel,  and  the  payments  of amounts by the
corporation  on  the  basis  thereof  shall  not  prevent  a  shareholder  from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to  law.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not  Applicable. No restricted securities are re-offered or resold pursuant
to  this  Registration  Statement.

                                ITEM 8. EXHIBITS.

     Provided  as  an  exhibit  hereto  is  an Opinion of Counsel respecting the
legality  of  the  issuance  of  the  securities  covered  by  this Registration
Statement.  Counsel  also  treats  the  following  facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. Receipt of the Securities
covered by this Registration Statement will be treated as the equivalent of cash
received  for  services  as  ordinary  income.  The  Securities  are  issued  in
compensation  for  services at the rate of $0.25 per share per $0.25 of services
performed.

                              ITEM 9. UNDERTAKINGS.

     Not  Applicable.


                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  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,  on  October  16,  2000.




                              IDIAL NETWORKS, INC.
                              A NEVADA CORPORATION


                                       by


/s/Mark  T.  Wood                                   /s/Klaus  Scholz
   Mark  T.  Wood                                      Klaus  Scholz
   President/Director                                  Secretary/Director

                                        3
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 1

                             STOCK FOR SERVICES LIST
--------------------------------------------------------------------------------

                                        4
<PAGE>

                             Stock for Services List
<TABLE>
<CAPTION>
<C>  <S>                            <C>          <C>            <C>
      Name & Address . . . . . . .  # of Shares  $    Services  Description of
                                                                Services
------------------------------------------------------------------------------
 1.    Mark. T. Wood . . . . . . .    2,000,000     500,000.00  Employee
     5919 Buffridge Trail                                       Compensation
     Dallas TX 75252
------------------------------------------------------------------------------
 2.    Ms. D. Austin . . . . . . .    1,000,000     250,000.00  Research &
     30 Liavendra Drive                                         Development
     Carterton, Oxford, England
     OX183XR
------------------------------------------------------------------------------
 3.    Mr. Charlie Macari. . . . .    2,000,000     500,000.00  Research &
     15 Burleigh Road                            Development
     Milnathort KY137SS Kinross,
     Scotland
------------------------------------------------------------------------------
 4.    Mr. David Schild. . . . . .    1,000,000     250,000.00  Research &
     45 Dunfield Avenue #2301                                   Development
     Toronto M4S2H5
     Ontario, Canada
------------------------------------------------------------------------------
 5.    Karl E. Rodriguez . . . . .      250,000      62,500.00  Legal Services
     34700 Pacific Coast Hwy. #303
     Capistrano Beach CA 92624
------------------------------------------------------------------------------
 6.    Mr. Richard Borrow. . . . .    1,000,000     250,000.00  Research &
     229 Pannahill Road #4                                      Development
     North York M3H4N9
     Ontario Canada
------------------------------------------------------------------------------
 7.    Ms. Lanette J. Seifert. . .      100,000      25,000.00  Research &
     22384 Quail Run Drive                                      Development
     Parker, Colorado 80138
------------------------------------------------------------------------------
 8.    Ms. Pamela Zelman . . . . .      400,000     100,000.00  Research &
     1930 Yonge Street #1182                                    Development
     Toronto M45 1Z4 Canada
------------------------------------------------------------------------------
     TOTAL:. . . . . . . . . . . .    7,750,000   1,937,500.00
------------------------------------------------------------------------------
</TABLE>

                                        5
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 2

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        6
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
                     34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                     phone  (949) 248-9561  fax (949) 248-1688

                                October 16, 2000
To  the  President  and  the
Board  of  Directors
iDial  Networks,  Inc.
16990  Dallas  Parkway,  Suite  106
Dallas  TX  75248
                         re: Opinion of Special Counsel
     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $1,937,500
in  the  form  of  7,750,000 shares of common stock to be registered thereby, to
seven  individual  services  providers  electing  to receive stock for services.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common  Stock  is  Registered  pursuant  to  12(g)  of  the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
There is no qualified plan of any kind or sort involved, and these issuances are
not  qualified  for any special tax treatment under State or Federal Law. If and
when  issued,  the  securities would be and must be treated as the equivalent of
cash  paid and received back as the purchase of securities. The Securities would
be  issued in compensation for services at the rate of $0.25 per share for $0.25
of  services  performed. These services were duly invoiced pursuant to an agreed
time-fee  agreement, and none of the services billed or performed by were direct
or  indirect  commissions  or  compensation for raising funds for the Issuer, or
other  than  actual  services  provided  with  the  expectation  of  payment.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                               /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 15686}]
{"company-data": {"conformed-name": "IDIAL NETWORKS INC", "cik": "0000810932", "assigned-sic": "4813", "irs-number": "841043258", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48044", "film-number": "741159"}, "business-address": {"street1": "16990 DALLAS PARKWAY SUITE 106", "street2": "SUITE 106", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "9492489561"}, "mail-address": {"street1": "16990 DALLAS PARKWAY SUITE 106", "street2": "SUITE 106", "city": "DALLAS", "state": "TX", "zip": "75248"}, "former-company": [{"former-conformed-name": "DESERT SPRINGS ACQUISITION CORP", "date-changed": "19960717"}, {"former-conformed-name": "BARTEL FINANCIAL GROUP INC", "date-changed": "19941021"}]}
--------------------------------------------------------------------------------
                                  Mark T. Wood
                                    PRESIDENT
                              iDial Networks, Inc.
                         16990 Dallas Parkway, Suite 106
                                 Dallas TX 75248
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                              24843 Del Prado, #318
                              Dana Point, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              IDIAL NETWORKS, INC.
               (Exact name of registrant as specified in charter)

                                    formerly

                        DESERT SPRINGS ACQUISITION CORP.

                          BARTEL FINANCIAL GROUP, INC.

 Nevada                                                               84-1043258
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

16990  Dallas  Parkway,  Suite  106,  Dallas  TX                           75248
(Address of principal executive offices)                              (Zip Code)

                                     NO PLAN
                              (STOCK FOR SERVICES)
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                               (Agent for Service)

                                October 16, 2000

                       CALCULATION OF REGISTRATION FEE (1)
Title of Securities   Amount to be     Proposed Maximum   Proposed Maximum    Amount of
to be Registered.     Registered       Offering Price     Aggregate Offering  Registration
                                       per Unit           Price               Fee
------------------------------------------------------------------------------------------
0.01 par value          7,750,000        $0.25            $1,937,500          $511.50
Common Stock            shares           per share
------------------------------------------------------------------------------------------
1  The  securities  of the Issuer are presently trading or listed for trading on
the  Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly  by  reference  to the last trading date, October, 13, 2000, average
close,  discounted  by  20%.

                                        1
PART I
                           ITEM 1. GENERAL INFORMATION

The stock being registered herein is not pursuant to a compensation plan but for
payment  of  various  services rendered to the Corporation. Please see Exhibit 1
Stock  for  Services  List  as  to  a  description  of  the  services  provided.

                                     PART II

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents are incorporated by reference as though fully set
forth  herein,  and all documents subsequently filed by this Registrant pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  have  been  sold  or which de-registers all securities then
remaining  unsold,  shall  be  deemed  to  be  incorporated  by reference in the
Registration  Statement  and  a  part  hereof  from  the  date of filing of such
documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ( Common Stock ) Registered
under  12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to  one vote; all shares of the class share equally in dividends and liquidation
rights.  Pursuant  to the laws of Nevada a majority of all shareholders entitled
to  vote  at a shareholders meeting regularly called upon notice may take action
as  a  majority  and  give  notice to all shareholders of such action. No market
presently  exists  for  the  securities  of  this  Issuer.

        ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  following  provision is contained in the Articles of Incorporation, in
Article  IX,  provides:

           Each Director and officer or former Director or officer or any person
who  may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of  which  this  corporation  is  a  creditor  (and  their heirs, executors, and
administrators)  may  be indemnified by the corporation against reasonable costs
and  expenses incurred by him in connection with any action, suit, or proceeding
to  which  he  may  be  made  a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which  he  has  been  adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his  office, or in the event of a settlement, each Director and officer (and his
heirs,  executors,  and  administrators)  may  be indemnified by the corporation
against  payments  made,  including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of  two-thirds  (2/3)  of  those  members  of  the  Board  of  Directors  of the
corporation  who  are  not  involved in the action, suit, or proceeding that the
Director  or  officer  has  no  liability  by reason of willful misfeasance, bad
faith,  gross  negligence,  or  reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the  Board  of Directors of the corporation are involved in the action, suit, or

                                        2
proceedings,  such  determination  shall  have been made by a written opinion of
independent  counsel.  Amounts  paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding
had  been  litigated  to  a  conclusion.  Such  a  determination by the Board of
Directors,  or  by  independent  counsel,  and  the  payments  of amounts by the
corporation  on  the  basis  thereof  shall  not  prevent  a  shareholder  from
challenging such indemnification by appropriate legal proceedings on the grounds
that  the  person  indemnified  was  liable  to  the corporation or its security
holders  by  reason  of  willful  misfeasance,  bad  faith, gross negligence, or
reckless  disregard  of  the  duties  involved in the conduct of his Office. The
foregoing  rights and indemnification shall not be exclusive of any other rights
to  which  the  officers  and  Directors  may  be  entitled  according  to  law.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not  Applicable. No restricted securities are re-offered or resold pursuant
to  this  Registration  Statement.

                                ITEM 8. EXHIBITS.

     Provided  as  an  exhibit  hereto  is  an Opinion of Counsel respecting the
legality  of  the  issuance  of  the  securities  covered  by  this Registration
Statement.  Counsel  also  treats  the  following  facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. Receipt of the Securities
covered by this Registration Statement will be treated as the equivalent of cash
received  for  services  as  ordinary  income.  The  Securities  are  issued  in
compensation  for  services at the rate of $0.25 per share per $0.25 of services
performed.

                              ITEM 9. UNDERTAKINGS.

     Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  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,  on  October  16,  2000.

                              IDIAL NETWORKS, INC.
                              A NEVADA CORPORATION

                                       by

/s/Mark  T.  Wood                                   /s/Klaus  Scholz
   Mark  T.  Wood                                      Klaus  Scholz
   President/Director                                  Secretary/Director

                                        3
--------------------------------------------------------------------------------
                                    EXHIBIT 1

                             STOCK FOR SERVICES LIST
--------------------------------------------------------------------------------

                                        4
Stock for Services List
Name & Address . . . . . . .  # of Shares  $    Services  Description of
                                                                Services
------------------------------------------------------------------------------
 1.    Mark. T. Wood . . . . . . .    2,000,000     500,000.00  Employee
     5919 Buffridge Trail                                       Compensation
     Dallas TX 75252
------------------------------------------------------------------------------
 2.    Ms. D. Austin . . . . . . .    1,000,000     250,000.00  Research &
     30 Liavendra Drive                                         Development
     Carterton, Oxford, England
     OX183XR
------------------------------------------------------------------------------
 3.    Mr. Charlie Macari. . . . .    2,000,000     500,000.00  Research &
     15 Burleigh Road                            Development
     Milnathort KY137SS Kinross,
     Scotland
------------------------------------------------------------------------------
 4.    Mr. David Schild. . . . . .    1,000,000     250,000.00  Research &
     45 Dunfield Avenue #2301                                   Development
     Toronto M4S2H5
     Ontario, Canada
------------------------------------------------------------------------------
 5.    Karl E. Rodriguez . . . . .      250,000      62,500.00  Legal Services
     34700 Pacific Coast Hwy. #303
     Capistrano Beach CA 92624
------------------------------------------------------------------------------
 6.    Mr. Richard Borrow. . . . .    1,000,000     250,000.00  Research &
     229 Pannahill Road #4                                      Development
     North York M3H4N9
     Ontario Canada
------------------------------------------------------------------------------
 7.    Ms. Lanette J. Seifert. . .      100,000      25,000.00  Research &
     22384 Quail Run Drive                                      Development
     Parker, Colorado 80138
------------------------------------------------------------------------------
 8.    Ms. Pamela Zelman . . . . .      400,000     100,000.00  Research &
     1930 Yonge Street #1182                                    Development
     Toronto M45 1Z4 Canada
------------------------------------------------------------------------------
     TOTAL:. . . . . . . . . . . .    7,750,000   1,937,500.00
------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------
                                    EXHIBIT 2

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        6
LAW OFFICES OF
                                 William Stocker
                     34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                     phone  (949) 248-9561  fax (949) 248-1688

                                October 16, 2000
To  the  President  and  the
Board  of  Directors
iDial  Networks,  Inc.
16990  Dallas  Parkway,  Suite  106
Dallas  TX  75248
                         re: Opinion of Special Counsel
     Dear  Gentlemen:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $1,937,500
in  the  form  of  7,750,000 shares of common stock to be registered thereby, to
seven  individual  services  providers  electing  to receive stock for services.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common  Stock  is  Registered  pursuant  to  12(g)  of  the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
There is no qualified plan of any kind or sort involved, and these issuances are
not  qualified  for any special tax treatment under State or Federal Law. If and
when  issued,  the  securities would be and must be treated as the equivalent of
cash  paid and received back as the purchase of securities. The Securities would
be  issued in compensation for services at the rate of $0.25 per share for $0.25
of  services  performed. These services were duly invoiced pursuant to an agreed
time-fee  agreement, and none of the services billed or performed by were direct
or  indirect  commissions  or  compensation for raising funds for the Issuer, or
other  than  actual  services  provided  with  the  expectation  of  payment.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                               /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        7