UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                    Shopathomekids.Com, Inc.
     (Exact name of registrant as specified in its charter)

    Texas                                       75-2882140
(State of Incorporation)            (I.R.S. Employer ID No.)

1330 Post Oak Boulevard
Four Oaks Place, Suite 1600 Houston, TX              75104
(Address of Principal Executive Offices)          (Zip Code)


                       Legal Services Plan
                    (Full title of the plan)

                    Marc Duchesne, President
                     1330 Post Oak Boulevard
                   Four Oaks Place, Suite 1600
                        Houston, TX 75104
                (713) 513-7125 Fax (713) 963-4641
  (Telephone number, including area code, of agent for service)

                         With a Copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                    Las Vegas, Nevada  89107
                (702) 650-5660 Fax (702) 650-5667

                 Calculation of Registration Fee


 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common       100,000       $0.01       $ 200.00     $   0.05
   Stock        Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933.

                             Part I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering the following shares of its common stock
to the following individuals for their legal services performed
on the Company's behalf. The issuance of these shares are being
made pursuant to a Legal Services Plan (the "Plan") adopted by
the Board of Directors on September 6, 2001. The Board has
equated these number of shares to the value of the legal services
provided by these individuals. The shares issued hereunder will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

         Daniel G. Chapman       50,000 shares for legal services

         Sean P. Flanagan        50,000 shares for legal services


The legal services for whom these shares are being issued are not
in connection with any offer or sale of securities in a capital
raising transaction and does not directly or indirectly promote
or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             Part II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form SB-
2, as amended, which includes audited financial statements for
the period from October 27, 1999 (inception) to July 31, 2000,
the Company's Registration Statement on Form 8-A12G, the
Company's Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2001, and the Company's post-effective amendment to
it's Registration Statement on Form SB-2. All documents filed by
the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein 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 other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.  The Company
will provide without charge to each person to whom a copy of this
Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain
exhibits to such documents.  Requests for such copies shall be
directed to Shareholder Relations, Shopathomekids.Com, Inc., 1330
Post Oak Boulevard, four Oaks Place, Suite 1600, Houston, Texas,
telephone (713) 513-7125.

Item 4. Description of Securities.

Common Stock, $0.001 par value per share.

Item 5. Interest of Named Experts and Counsel.

Certain of the shares being registered herein are being issued to
the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number        Description

4.1                   Articles of Incorporation
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.2                   Bylaws (incorporated by reference
                      to Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.3                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.4                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

5.1                   Opinion Re: Legality (filed
                      herewith)

23.1                  Consent of Counsel (see exhibit
                      5.1)

23.2                  Consent of Accountant (file
                      herewith)

Item 9. Undertaking.

The registrant makes the following undertakings:

     a)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;

               ii)  to   reflect  any  facts  or  events   which,
                    individually   or   together,   represent   a
                    fundamental change in the information 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;

       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 section  15(d)
       of  the  Securities  Exchange  Act  of  1934  (and,  where
       applicable,  each  filing  of an employee  benefit  plan's
       annual  report pursuant to section 15(d) of the Securities
       Exchange  Act  of 1934) that is incorporated by  reference
       in  the registration statement shall be deemed to be a new
       registration statement relating to the securities  offered
       therein, and the offering of such securities at that  time
       shall  be  deemed  to  be the initial bona  fide  offering
       thereof.

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

                           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 authorize, in the City
of Houston, State of Texas on September 6, 2001.

                                   (Registrant)
                                   Shopathomekids.Com, Inc.


                                   By /s/ Marc Duchesne
                                    Marc Duchesne, Principal
                                    Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signature                      Title                Date



/s/ Marc Duchesne              President and        September 6,
Marc Duchesne                  Director             2001



/s/ Graham Hammond             Director             September 6,
Graham Hammond                                      2001



/s/ Bill Wood                  Director             September 6,
Bill Wood                                           2001



/s/ Merritt Douglas Woodring   Director             September 6,
Merritt Douglas Woodring                            2001



/s/ Stanley Spinks             Treasurer and        September 6,
Stanley Spinks                 Director             2001



                            PART III

                        INDEX TO EXHIBITS

Exhibit Number        Description

4.1                   Articles of Incorporation
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.2                   Bylaws (incorporated by reference
                      to Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.3                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.4                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

5.1                   Opinion Re: Legality (filed
                      herewith)

23.1                  Consent of Counsel (see exhibit
                      5.1)

23.2                  Consent of Accountant (file
                      herewith)
[{"type": "S-8", "sequence": "1", "filename": "shoks8.txt", "secsgml_size_bytes": 16059}]
{"company-data": {"conformed-name": "SHOPATHOMEKIDS COM INC", "cik": "0001122154", "assigned-sic": "5961", "irs-number": "752882140", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69186", "film-number": "1734043"}, "business-address": {"street1": "223 E FM 1382", "street2": "SUITE 12720", "city": "CEDAR HILLS", "state": "TX", "zip": "75104"}, "mail-address": {"street1": "1353 MIDDLETON DR", "city": "CEDAR HILLS", "state": "TX", "zip": "75104"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                    Shopathomekids.Com, Inc.
     (Exact name of registrant as specified in its charter)

    Texas                                       75-2882140
(State of Incorporation)            (I.R.S. Employer ID No.)

1330 Post Oak Boulevard
Four Oaks Place, Suite 1600 Houston, TX              75104
(Address of Principal Executive Offices)          (Zip Code)

                       Legal Services Plan
                    (Full title of the plan)

                    Marc Duchesne, President
                     1330 Post Oak Boulevard
                   Four Oaks Place, Suite 1600
                        Houston, TX 75104
                (713) 513-7125 Fax (713) 963-4641
  (Telephone number, including area code, of agent for service)

                         With a Copy to:

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                    Las Vegas, Nevada  89107
                (702) 650-5660 Fax (702) 650-5667

                 Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common       100,000       $0.01       $ 200.00     $   0.05
   Stock        Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933.

                             Part I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering the following shares of its common stock
to the following individuals for their legal services performed
on the Company's behalf. The issuance of these shares are being
made pursuant to a Legal Services Plan (the "Plan") adopted by
the Board of Directors on September 6, 2001. The Board has
equated these number of shares to the value of the legal services
provided by these individuals. The shares issued hereunder will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

         Daniel G. Chapman       50,000 shares for legal services

         Sean P. Flanagan        50,000 shares for legal services

The legal services for whom these shares are being issued are not
in connection with any offer or sale of securities in a capital
raising transaction and does not directly or indirectly promote
or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             Part II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form SB-
2, as amended, which includes audited financial statements for
the period from October 27, 1999 (inception) to July 31, 2000,
the Company's Registration Statement on Form 8-A12G, the
Company's Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2001, and the Company's post-effective amendment to
it's Registration Statement on Form SB-2. All documents filed by
the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein 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 other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.  The Company
will provide without charge to each person to whom a copy of this
Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain
exhibits to such documents.  Requests for such copies shall be
directed to Shareholder Relations, Shopathomekids.Com, Inc., 1330
Post Oak Boulevard, four Oaks Place, Suite 1600, Houston, Texas,
telephone (713) 513-7125.

Item 4. Description of Securities.

Common Stock, $0.001 par value per share.

Item 5. Interest of Named Experts and Counsel.

Certain of the shares being registered herein are being issued to
the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number        Description

4.1                   Articles of Incorporation
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.2                   Bylaws (incorporated by reference
                      to Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.3                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.4                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

5.1                   Opinion Re: Legality (filed
                      herewith)

23.1                  Consent of Counsel (see exhibit
                      5.1)

23.2                  Consent of Accountant (file
                      herewith)

Item 9. Undertaking.

The registrant makes the following undertakings:

     a)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;

               ii)  to   reflect  any  facts  or  events   which,
                    individually   or   together,   represent   a
                    fundamental change in the information 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;

       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 section  15(d)
       of  the  Securities  Exchange  Act  of  1934  (and,  where
       applicable,  each  filing  of an employee  benefit  plan's
       annual  report pursuant to section 15(d) of the Securities
       Exchange  Act  of 1934) that is incorporated by  reference
       in  the registration statement shall be deemed to be a new
       registration statement relating to the securities  offered
       therein, and the offering of such securities at that  time
       shall  be  deemed  to  be the initial bona  fide  offering
       thereof.

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

                           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 authorize, in the City
of Houston, State of Texas on September 6, 2001.

                                   (Registrant)
                                   Shopathomekids.Com, Inc.

                                   By /s/ Marc Duchesne
                                    Marc Duchesne, Principal
                                    Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signature                      Title                Date

/s/ Marc Duchesne              President and        September 6,
Marc Duchesne                  Director             2001

/s/ Graham Hammond             Director             September 6,
Graham Hammond                                      2001

/s/ Bill Wood                  Director             September 6,
Bill Wood                                           2001

/s/ Merritt Douglas Woodring   Director             September 6,
Merritt Douglas Woodring                            2001

/s/ Stanley Spinks             Treasurer and        September 6,
Stanley Spinks                 Director             2001

                            PART III

                        INDEX TO EXHIBITS

Exhibit Number        Description

4.1                   Articles of Incorporation
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.2                   Bylaws (incorporated by reference
                      to Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.3                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

4.4                   Certificate of Amendment
                      (incorporated by reference to
                      Exhibit 3.1 to the Registration
                      Statement on Form SB-2 filed on
                      October 6, 2000)

5.1                   Opinion Re: Legality (filed
                      herewith)

23.1                  Consent of Counsel (see exhibit
                      5.1)

23.2                  Consent of Accountant (file
                      herewith)