UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933



                          Runcorp Inc.
     (Exact name of registrant as specified in its charter)

    Nevada                                           86-088251
(State of Incorporation)                (I.R.S. Employer ID No.)

540 5th Ave. S.W., Suite 930, Calgary, Alberta, Canada   T2P 0M2
(Address of Principal Executive Offices)                (Zip Code)


                       Legal Services Plan
                    (Full title of the Plan)

                      Nevada Agency & Trust
                 955 S. Virginia St., Suite 116
                         Reno, NV 89502
             (Name and address of agent for service)

                         With a copy to:
                    Chapman & Flanagan, Ltd.
                 2080 E. Flamingo Rd., Suite 112
                       Las Vegas, NV 89119
                         (702) 650-5660
  (Telephone number, including area code, of agent for service)

                 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        40,000       $0.80      $32,000.00    $   8.00
   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. The  Offering
Price is estimated as the average of the bid and asked prices  on
July 11, 2001.

                             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  and  consulting
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 March 22, 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       20,000 shares for legal services

         Sean P. Flanagan        20,000 shares for legal services

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 S-8,
and  the  Company's Annual Report on Form 10-KSB for  the  period
ended  December 31, 2001, the Company's Quarterly Report on  Form
10-QSB  for the period ended March 31, 2001, as amended, and  the
Company's  Current Report on Form 8-K filed on May 16, 2001.  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, Runcorp  Inc.,
540  5th Ave. S.W., Suite 930, Calgary, Alberta, Canada T2P  0M2,
telephone (403) 264-7356.

Item 4. Description of Securities.

Not applicable

Item 5. Interest of Named Experts and Counsel.

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  The Company's Articles of Incorporation, which define the
        rights of holders of the equity securities being
        registered. (Incorporated by reference to Exhibit 3.1 to
        Amended Registration Statement on Form 10-SB filed
        January 16, 2001).

   4.2  The Company's By-Laws, which define the rights of holders
        of the equity securities being registered. (Incorporated
        by reference to Exhibit 3.2 to Amended Registration
        Statement on Form 10-SB filed January 16, 2001).

   5.1  Opinion of Counsel, Chapman & Flanagan, Ltd.  (Filed
        herewith.)

   23.1 Consent of Merdinger, Fruchter Rosen & Corso, P.C.,
        Certified Public Accountants.  (Filed herewith.)

   23.2 Consent of Counsel.  (Included in Exhibit 5.1.)

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 Calgary, Alberta, Canada, on July 16, 2001.

(Registrant) Runcorp Inc.

By (Signature and Title)/s/ David Phan
                   David Phan, President and Director

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/ David Phan             President (Chief           July 16, 2001
David Phan                 Executive Officer) and
                           Director

/s/ Omakar Nath Channan    Secretary, Treasurer, and  July 16, 2001
Omakar Nath Channan        Director


/s/ Thomas J. Charlton     Director                   July 16, 2001
Thomas J. Charlton

/s/ Bob Gentles            Chief Financial Officer    July 16, 2001
Bob Gentles



                            PART III

                        INDEX TO EXHIBITS

Exhibit Number Description

   4.1        The  Company's  Articles  of  Incorporation,  which
               define   the  rights  of  holders  of  the  equity
               securities  being  registered.   (Incorporated  by
               reference  to  Exhibit 3.1 to Amended Registration
               Statement on Form 10-SB filed January 16, 2001).

   4.2        The  Company's By-Laws, which define the rights  of
               holders of the equity securities being registered.
               (Incorporated  by  reference  to  Exhibit  3.2  to
               Amended Registration Statement on Form 10-SB filed
               January 16, 2001).

   5.1        Opinion of Counsel, Chapman & Flanagan, Ltd.
               (Filed herewith.)

   23.1       Consent of Merdinger, Fruchter Rosen & Corso,
               P.C., Certified Public Accountants.  (Filed
               herewith.)

   23.2       Consent of Counsel.  (Included in Exhibit 5.1.)
[{"type": "S-8", "sequence": "1", "filename": "runns8cf.txt", "secsgml_size_bytes": 14808}]
{"company-data": {"conformed-name": "REMOTE UTILITIES NETWORK INC", "cik": "0001082703", "assigned-sic": "7380", "irs-number": "86088251", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66996", "film-number": "1699498"}, "business-address": {"street1": "540 5TH AVENUE S.W.", "street2": "SUITE 930", "city": "CALGARY, ALBERTA", "state": "NV", "zip": "T2P 0M2", "phone": "4032647356"}, "mail-address": {"street1": "955 S. VIRGINIA ST.", "street2": "SUITE 116", "city": "RENO", "state": "NV", "zip": "89502"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                          Runcorp Inc.
     (Exact name of registrant as specified in its charter)

    Nevada                                           86-088251
(State of Incorporation)                (I.R.S. Employer ID No.)

540 5th Ave. S.W., Suite 930, Calgary, Alberta, Canada   T2P 0M2
(Address of Principal Executive Offices)                (Zip Code)

                       Legal Services Plan
                    (Full title of the Plan)

                      Nevada Agency & Trust
                 955 S. Virginia St., Suite 116
                         Reno, NV 89502
             (Name and address of agent for service)

                         With a copy to:
                    Chapman & Flanagan, Ltd.
                 2080 E. Flamingo Rd., Suite 112
                       Las Vegas, NV 89119
                         (702) 650-5660
  (Telephone number, including area code, of agent for service)

                 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        40,000       $0.80      $32,000.00    $   8.00
   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. The  Offering
Price is estimated as the average of the bid and asked prices  on
July 11, 2001.

                             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  and  consulting
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 March 22, 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       20,000 shares for legal services

         Sean P. Flanagan        20,000 shares for legal services

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 S-8,
and  the  Company's Annual Report on Form 10-KSB for  the  period
ended  December 31, 2001, the Company's Quarterly Report on  Form
10-QSB  for the period ended March 31, 2001, as amended, and  the
Company's  Current Report on Form 8-K filed on May 16, 2001.  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, Runcorp  Inc.,
540  5th Ave. S.W., Suite 930, Calgary, Alberta, Canada T2P  0M2,
telephone (403) 264-7356.

Item 4. Description of Securities.

Not applicable

Item 5. Interest of Named Experts and Counsel.

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  The Company's Articles of Incorporation, which define the
        rights of holders of the equity securities being
        registered. (Incorporated by reference to Exhibit 3.1 to
        Amended Registration Statement on Form 10-SB filed
        January 16, 2001).

   4.2  The Company's By-Laws, which define the rights of holders
        of the equity securities being registered. (Incorporated
        by reference to Exhibit 3.2 to Amended Registration
        Statement on Form 10-SB filed January 16, 2001).

   5.1  Opinion of Counsel, Chapman & Flanagan, Ltd.  (Filed
        herewith.)

   23.1 Consent of Merdinger, Fruchter Rosen & Corso, P.C.,
        Certified Public Accountants.  (Filed herewith.)

   23.2 Consent of Counsel.  (Included in Exhibit 5.1.)

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 Calgary, Alberta, Canada, on July 16, 2001.

(Registrant) Runcorp Inc.

By (Signature and Title)/s/ David Phan
                   David Phan, President and Director

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/ David Phan             President (Chief           July 16, 2001
David Phan                 Executive Officer) and
                           Director

/s/ Omakar Nath Channan    Secretary, Treasurer, and  July 16, 2001
Omakar Nath Channan        Director

/s/ Thomas J. Charlton     Director                   July 16, 2001
Thomas J. Charlton

/s/ Bob Gentles            Chief Financial Officer    July 16, 2001
Bob Gentles

                            PART III

                        INDEX TO EXHIBITS

Exhibit Number Description

   4.1        The  Company's  Articles  of  Incorporation,  which
               define   the  rights  of  holders  of  the  equity
               securities  being  registered.   (Incorporated  by
               reference  to  Exhibit 3.1 to Amended Registration
               Statement on Form 10-SB filed January 16, 2001).

   4.2        The  Company's By-Laws, which define the rights  of
               holders of the equity securities being registered.
               (Incorporated  by  reference  to  Exhibit  3.2  to
               Amended Registration Statement on Form 10-SB filed
               January 16, 2001).

   5.1        Opinion of Counsel, Chapman & Flanagan, Ltd.
               (Filed herewith.)

   23.1       Consent of Merdinger, Fruchter Rosen & Corso,
               P.C., Certified Public Accountants.  (Filed
               herewith.)

   23.2       Consent of Counsel.  (Included in Exhibit 5.1.)