United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        Commission File Number: 000-27131
                                DP Charters, Inc.


Nevada                                                                88-0381258
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

34190  Sepulveda  Avenue  Suite  200                                       92624
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  487-7295


                      STOCK FOR SERVICES COMPENSATION PLAN
                              (Full Title of Plan)


                                 William Stocker
                                 attorney at law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)
Dated:  November  1,  2001

                      CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|  10,000,000     |  $0.10          |$1,000,000.00   |  $250.00    |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of  the Issuer are presently listed for trading on the OTCBB
(Over-The-Counter Bulletin Board). There is presently no active or liquid market
for  the  shares  of  this  Issuer.  The  price is determined accordingly at the
mutually  acceptable  price  of  $0.10 per share, rather than at the nominal par
value  of  $0.001.

                                        1
<PAGE>

                                     PART I

                                 Not applicable.

                                     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.  William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an  interest  in  the  securities  requested  to  be  issued.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
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 he or she 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; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

                                        2
<PAGE>

ITEM  8.  EXHIBITS.

     Exhibit  1  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 STOCK FOR SERVICES COMPENSATION PLAN 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 $0.10 per share for $1,00,000.00 of services performed.

     Exhibit  2  hereto  is  DP  Charter's  STOCK FOR SERVICES COMPENSATION PLAN

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  November  1,  2001

                                DP CHARTERS, INC.
                                       by

                               /s/William Stocker
                                 William Stocker
                               custodian/director

                                        3
<PAGE>

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

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

                                        4
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                November 1, 2001
To  the  President  and  the
Board  of  Directors
DP  Charters,  Inc.
34190  Sepulveda  Avenue  Suite  200
Capistrano  Beach,  CA  92624
                         re: Opinion of Special Counsel

Dear  President  &  Board  of  Directors:

     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
$1,000,000.00  in the form of 10,000,000 shares of common stock to be registered
thereby.

     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.
The  STOCK FOR SERVICES COMPENSATION PLAN is not a qualified plan of any kind or
sort  and  is 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 $0.10 per
share for $1,000,000.00 of services performed. These services were duly invoiced
pursuant  to  an  agreed  time-fee agreement, and none of the services billed or
performed  were direct or indirect commissions or compensation for raising funds
for  the  Issuer,  or  for  maintaining  any market in securities of the Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S8.

     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

                                        5
<PAGE>

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

                      STOCK FOR SERVICES COMPENSATION PLAN
--------------------------------------------------------------------------------

                                        6
<PAGE>

                      STOCK FOR SERVICES COMPENSATION PLAN

                                DP CHARTERS, INC.
                              A NEVADA  CORPORATION

THE BOARD OF DIRECTORS of DP Charters, Inc. hereby adopts the following plan for
compensation  of  service providers with common stock in lieu of cash. This Plan
is  adopted  this  date  of  November  2,  2001.

     A.  REASONS  FOR  THIS  PLAN.  This  Corporation  requires  the services of
PanAmerican Capital Group, Inc. and other various service providers to assist in
the  transition  from  development  stage  to operational stage of its corporate
business,  and  further  in the early operational stage with a view to achieving
profitability;  however,  this Corporation does not enjoy the ability to provide
cash  compensation  for  all  of its needs. It may be necessary, appropriate and
desirable,  from  time  to  time,  to  offer  shares of common stock to services
providers,  either  initially, to secure necessary services, or later, to settle
invoices  and  billings  with  stock  in  lieu  of  cash.

     B.  THE  PLAN.  Accordingly, the Board of Directors of this Corporation may
compensate  actual  service  providers  with  common  stock  in lieu of cash, in
accordance  with the following provisions of this Plan, and this Plan is adopted
as  corporate  policy,  until  and  unless  rescinded  by  the  Board.

     1.  REPORTING/NON-REPORTING  STATUS.  Different considerations apply to the
reporting or non-reporting status of the Corporation at the time of any proposed
issuance  pursuant  to  this  Plan.  A  "reporting company", as the term is used
herein,  means  either  one with a class of securities registered under Sections
12(b)  or  12(g),  and  also includes a company which reports in accordance with
Section  15(d) of the Securities Exchange Act of 1934, and further, in any case,
that  such  company  is current in its annual and quarterly filing requirements,
and  is not at such time subject to Comments by the Staff of the Commission with
respect  to  any  such  filing,  or  to  any  Registration  Statement.

      (a) If this Corporation be a reporting company, the Board of Directors may
elect to offer shares pursuant to Registration under the Securities Act of 1933,
or  pursuant to Section 4(2) of the 1933 Act, or other applicable exemption from
registration,  with such restriction on resale as required by law or rule of the
Commission,  or  such  greater  restriction  as may be agreed to by the parties.

      (b) If this Corporation be a non-reporting company, the Board of Directors
shall  offer shares only pursuant to Section 4(2) of the 1933 Act, as Restricted
Securities  and  New  Investment  Shares,  as  defined by Rule 144(a). Offers or
issuances pursuant to the exemption of Rule 701 are not within the scope of this
Plan.

                                        7
<PAGE>

     2.  REGISTRATION  IF  BY  FORM S-8. In the event that shares are offered or
issued  pursuant  to 1933 Act Registration, using From S-8 (or its equivalent as
the  Commission  may  from time to time provide, all requirements for the use of
such  form and procedure shall be observed and complied with; principally, among
others:

            (i)  The  Corporation  shall  be  a  reporting  company;

            (ii)  Shares shall be offered and/or issued only to natural persons;
and

            (iii)  Capital  formation  or  fund  raising activities shall not be
included  in  the  concept  of  actual  services  provided,  within  this  Plan.

     3.  NON-QUALIFIED  PLAN.  This  Plan  is  non-qualified for any special tax
treatment  under  the  Internal Revenue Code of the United States, or elsewhere.
Shares  issued  pursuant to this Plan shall be the equivalent of payment in cash
for  services.

     4.  VALUATION  OF  SHARES.  If  a  real  and  liquid  market exists for the
issuance  of  shares, on any public trading medium or exchange, the shares shall
be  valued  in reasonable relation to the market price at which the shares could
be sold. If no public market exists for the shares offered or issued, or if only
a  technical  but inactive or illiquid market exits, the reasonable value of the
shares  shall  be  determined  by  actual  commercial  conditions  for  private
transactions  in  shares  that  cannot  be  resold  in  brokerage  transactions.

     5.  FULL  COMPLIANCE.  Nothing  contained  herein  shall  authorize,  and
notwithstanding anything contained herein shall be deemed to authorize, anything
other than full compliance with all securities laws and regulations, as in force
and  effect at the time of any offer or issuance of securities. These shares are
being  issued  for  consultation in regards to investment banking advise for the
company.  These shares are not being issued in conjunction with any fund raising
activities.

     C.  EXECUTION.  This  Plan  is  now  signed by all of the Directors of this
Corporation,  on  behalf  of  the Corporation, attesting to the adoption of this
Plan.
Between:
                                DP Charters, Inc.
                                        &
                         PanAmerican Capital Group, Inc.

     by
   /s/Patrick Abraham          /s/William Stocker
      Patrick Abraham             William Stocker
      President/ CEO              Custodian
      Director                    Sole  Director

                                        8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "r01s801.txt", "description": "DP CHARTERS S8 FILING", "secsgml_size_bytes": 15955}]
{"company-data": {"conformed-name": "DP CHARTERS INC/CA", "cik": "0001062720", "assigned-sic": "9995", "irs-number": "880381258", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72702", "film-number": "1773837"}, "business-address": {"street1": "24843 DEL PRADO SUITE 318", "street2": "949-248-8933", "city": "DANA POINT", "state": "CA", "zip": "92629", "phone": "9492489561"}, "mail-address": {"street1": "24843 DEL PRADO #318", "city": "DANA POINT", "state": "CA", "zip": "92629"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        Commission File Number: 000-27131
                                DP Charters, Inc.

Nevada                                                                88-0381258
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

34190  Sepulveda  Avenue  Suite  200                                       92624
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  487-7295

                      STOCK FOR SERVICES COMPENSATION PLAN
                              (Full Title of Plan)

                                 William Stocker
                                 attorney at law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)
Dated:  November  1,  2001

                      CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|  10,000,000     |  $0.10          |$1,000,000.00   |  $250.00    |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of  the Issuer are presently listed for trading on the OTCBB
(Over-The-Counter Bulletin Board). There is presently no active or liquid market
for  the  shares  of  this  Issuer.  The  price is determined accordingly at the
mutually  acceptable  price  of  $0.10 per share, rather than at the nominal par
value  of  $0.001.

                                        1
PART I

                                 Not applicable.

                                     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.  William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an  interest  in  the  securities  requested  to  be  issued.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
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 he or she 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; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

                                        2
ITEM  8.  EXHIBITS.

     Exhibit  1  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 STOCK FOR SERVICES COMPENSATION PLAN 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 $0.10 per share for $1,00,000.00 of services performed.

     Exhibit  2  hereto  is  DP  Charter's  STOCK FOR SERVICES COMPENSATION PLAN

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  November  1,  2001

                                DP CHARTERS, INC.
                                       by

                               /s/William Stocker
                                 William Stocker
                               custodian/director

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

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

                                        4
LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                November 1, 2001
To  the  President  and  the
Board  of  Directors
DP  Charters,  Inc.
34190  Sepulveda  Avenue  Suite  200
Capistrano  Beach,  CA  92624
                         re: Opinion of Special Counsel

Dear  President  &  Board  of  Directors:

     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
$1,000,000.00  in the form of 10,000,000 shares of common stock to be registered
thereby.

     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.
The  STOCK FOR SERVICES COMPENSATION PLAN is not a qualified plan of any kind or
sort  and  is 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 $0.10 per
share for $1,000,000.00 of services performed. These services were duly invoiced
pursuant  to  an  agreed  time-fee agreement, and none of the services billed or
performed  were direct or indirect commissions or compensation for raising funds
for  the  Issuer,  or  for  maintaining  any market in securities of the Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S8.

     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

                                        5
--------------------------------------------------------------------------------
                                    EXHIBIT 2

                      STOCK FOR SERVICES COMPENSATION PLAN
--------------------------------------------------------------------------------

                                        6
STOCK FOR SERVICES COMPENSATION PLAN

                                DP CHARTERS, INC.
                              A NEVADA  CORPORATION

THE BOARD OF DIRECTORS of DP Charters, Inc. hereby adopts the following plan for
compensation  of  service providers with common stock in lieu of cash. This Plan
is  adopted  this  date  of  November  2,  2001.

     A.  REASONS  FOR  THIS  PLAN.  This  Corporation  requires  the services of
PanAmerican Capital Group, Inc. and other various service providers to assist in
the  transition  from  development  stage  to operational stage of its corporate
business,  and  further  in the early operational stage with a view to achieving
profitability;  however,  this Corporation does not enjoy the ability to provide
cash  compensation  for  all  of its needs. It may be necessary, appropriate and
desirable,  from  time  to  time,  to  offer  shares of common stock to services
providers,  either  initially, to secure necessary services, or later, to settle
invoices  and  billings  with  stock  in  lieu  of  cash.

     B.  THE  PLAN.  Accordingly, the Board of Directors of this Corporation may
compensate  actual  service  providers  with  common  stock  in lieu of cash, in
accordance  with the following provisions of this Plan, and this Plan is adopted
as  corporate  policy,  until  and  unless  rescinded  by  the  Board.

     1.  REPORTING/NON-REPORTING  STATUS.  Different considerations apply to the
reporting or non-reporting status of the Corporation at the time of any proposed
issuance  pursuant  to  this  Plan.  A  "reporting company", as the term is used
herein,  means  either  one with a class of securities registered under Sections
12(b)  or  12(g),  and  also includes a company which reports in accordance with
Section  15(d) of the Securities Exchange Act of 1934, and further, in any case,
that  such  company  is current in its annual and quarterly filing requirements,
and  is not at such time subject to Comments by the Staff of the Commission with
respect  to  any  such  filing,  or  to  any  Registration  Statement.

      (a) If this Corporation be a reporting company, the Board of Directors may
elect to offer shares pursuant to Registration under the Securities Act of 1933,
or  pursuant to Section 4(2) of the 1933 Act, or other applicable exemption from
registration,  with such restriction on resale as required by law or rule of the
Commission,  or  such  greater  restriction  as may be agreed to by the parties.

      (b) If this Corporation be a non-reporting company, the Board of Directors
shall  offer shares only pursuant to Section 4(2) of the 1933 Act, as Restricted
Securities  and  New  Investment  Shares,  as  defined by Rule 144(a). Offers or
issuances pursuant to the exemption of Rule 701 are not within the scope of this
Plan.

                                        7
2.  REGISTRATION  IF  BY  FORM S-8. In the event that shares are offered or
issued  pursuant  to 1933 Act Registration, using From S-8 (or its equivalent as
the  Commission  may  from time to time provide, all requirements for the use of
such  form and procedure shall be observed and complied with; principally, among
others:

            (i)  The  Corporation  shall  be  a  reporting  company;

            (ii)  Shares shall be offered and/or issued only to natural persons;
and

            (iii)  Capital  formation  or  fund  raising activities shall not be
included  in  the  concept  of  actual  services  provided,  within  this  Plan.

     3.  NON-QUALIFIED  PLAN.  This  Plan  is  non-qualified for any special tax
treatment  under  the  Internal Revenue Code of the United States, or elsewhere.
Shares  issued  pursuant to this Plan shall be the equivalent of payment in cash
for  services.

     4.  VALUATION  OF  SHARES.  If  a  real  and  liquid  market exists for the
issuance  of  shares, on any public trading medium or exchange, the shares shall
be  valued  in reasonable relation to the market price at which the shares could
be sold. If no public market exists for the shares offered or issued, or if only
a  technical  but inactive or illiquid market exits, the reasonable value of the
shares  shall  be  determined  by  actual  commercial  conditions  for  private
transactions  in  shares  that  cannot  be  resold  in  brokerage  transactions.

     5.  FULL  COMPLIANCE.  Nothing  contained  herein  shall  authorize,  and
notwithstanding anything contained herein shall be deemed to authorize, anything
other than full compliance with all securities laws and regulations, as in force
and  effect at the time of any offer or issuance of securities. These shares are
being  issued  for  consultation in regards to investment banking advise for the
company.  These shares are not being issued in conjunction with any fund raising
activities.

     C.  EXECUTION.  This  Plan  is  now  signed by all of the Directors of this
Corporation,  on  behalf  of  the Corporation, attesting to the adoption of this
Plan.
Between:
                                DP Charters, Inc.
                                        &
                         PanAmerican Capital Group, Inc.

     by
   /s/Patrick Abraham          /s/William Stocker
      Patrick Abraham             William Stocker
      President/ CEO              Custodian
      Director                    Sole  Director

                                        8