AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH _____, 2005
REGISTRATION NO. _______________




                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  Form S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                     Atlantic Syndication Network, Inc.
           (Exact name of Registrant as specified in its charter)

Nevada                                                    88-0325940
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                    Identification No.)


                             6125 West Edna Ave.
                             Las Vegas, NV 89146
     (Address of Principal Executive Offices, including ZIP Code)

2005 Non-Qualified Stock & Stock Option Plan; Fee Agreement For
Professional
Services
                          (Full title of the plan)

                                Sarah Wyatt
                            6125 West Edna Ave.
                            Las Vegas, NV 89146
                  (Name and address of agent for service)

                              (702) 388-8800
       (Telephone number, including area code, of agent for service)





















                       CALCULATION OF REGISTRATION FEE

Title of                      Proposed          Proposed
Securities    Amount of       Maximum           Maximum          Amount of
to be         Shares to       Offering          Aggregate
Registration
Registered    be Registered   Price per Share   Offering Price   Fee

$.001 par     3,100,000       $0.09             $279,000         $35.35
Value common
Stock

TOTALS        3,100,000                         $279,000         $35.35

(1)  This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities
Act of 1933, as amended, and is calculated on the basis of the average of
the
high and low prices per share of the common stock reported on the OTC
Bulletin
Board as of March 1, 2005, a date within five business days prior to the
filing
of this registration statement.






































                                  PROSPECTUS

                      Atlantic Syndication Network, Inc.
                       3,100,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by Atlantic Syndication
Network, Inc., a Nevada corporation ("ASNI"), of shares of its $.001 par
value
per share common stock to certain employees, officers, directors and
consultants
(the "Consultants") pursuant to the 2005 Non-Qualified Stock & Stock
Option
Plan
(the "Plan") and a consulting agreement.  Pursuant to the Plan and the
consulting agreement, ASNI is registering hereunder and then issuing, upon
receipt of adequate consideration therefore, to the Consultants, an
aggregate
of
3,100,000 shares of common stock.

     The common stock is not subject to any restriction on
transferability.
Recipients of shares other than persons who are "affiliates" of ASNI
within
the
meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the
shares in any way permitted by law, including sales in the over-the-
counter
market at prices prevailing at the time of such sale.  ASNI is not
registering
any shares hereunder for affiliates of the company.  An affiliate is
summarily,
any director, executive officer or controlling shareholder of ASNI or
anyone
of
its subsidiaries.  An "affiliate" of ASNI is subject to Section 16(b) of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  If a
consultant who is not now an "affiliate" becomes an "affiliate" of ASNI in
the
future, he/she would then be subject to Section 16(b) of the Exchange Act.
The
common stock is traded on the OTC Bulletin Board under the symbol "ASNI."
On
March 1, 2005, the closing price for the common stock was $.10 per share.

     These Securities Have Not Been Approved Or Disapproved By The
Securities
And Exchange Commission Nor Has The Commission Passed Upon The Accuracy Or
Adequacy Of This Prospectus. Any Representation To The Contrary Is A
Criminal
Offense.

                 The date of this prospectus is March __, 2005























     This prospectus is part of a registration statement which was filed
and
became effective under the Securities Act of 1933, as amended (the
"Securities
Act"), and does not contain all of the information set forth in the
registration
statement, certain portions of which have been omitted pursuant to the
rules
and
regulations promulgated by the U.S. Securities and Exchange Commission
(the
"Commission") under the Securities Act.  The statements in this prospectus
as
to
the contents of any contracts or other documents filed as an exhibit to
either
the registration statement or other filings by ASNI with the Commission
are
qualified in their entirety by the reference thereto.

     A copy of any document or part thereof incorporated by reference in
this
prospectus but not delivered herewith will be furnished without charge
upon
written or oral request.  Requests should be addressed to:  Atlantic
Syndication
Network, Inc., 6125 West Edna Ave., Las Vegas, Nevada 89146. ASNI's
telephone
number is (702) 388-8800.

     ASNI is subject to the reporting requirements of the Exchange Act and
in
accordance therewith files reports and other information with the
Commission.
These reports, as well as the proxy statements, information statements and
other
information filed by ASNI under the Exchange Act may be inspected and
copied
at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549.

     No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if
given
or
made, such other information or representation must not be relied upon as
having
been authorized by ASNI.  This prospectus does not constitute an offer or
a
solicitation by anyone in any state in which such is not authorized or in
which
the person making such is not qualified or to any person to whom it is
unlawful
to make an offer or solicitation.

     Neither the delivery of this prospectus nor any sale made hereunder
shall,
under any circumstances, create any implication that there has not been a
change
in the affairs of ASNI since the date hereof.






















                              TABLE OF CONTENTS


Information Required in the Section 10(a) Prospectus     6

Item 1.  The Plan Information     6

Item 2.  Registrant Information and Employee Plan Annual Information     7

Information Required in the Registration Statement	7

Item 3.  Incorporation of Documents by Reference     7

Item 4.  Description of Securities     8

Item 5.  Interests of Named Experts and Counsel     8

Item 6.  Indemnification of Directors and Officers     8

Item 7.  Exemption from Registration Claimed     9

Item 8.  Exhibits     9

Item 9.  Undertakings     9

Signatures......
	1
2
































                                PART 1

                INFORMATION REQUIRED IN THE SECTION 10(a)

                              PROSPECTUS

Item 1.          The Plan Information.

The Company

ASNI has its principal executive offices at 6125 West Edna Ave., Las
Vegas,
Nevada 89146. ASNI's telephone number is (702) 388-8800.

Purpose

ASNI will issue common stock to certain employees, officers, directors and
consultants (the "Consultants") pursuant to the 2005 Non-Qualified Stock &
Stock
Option Plan (the "Plan") and a consulting agreement, which have been
approved
by
the Board of Directors of ASNI. The Plan is intended to provide a method
whereby
ASNI may be stimulated by the personal involvement of the Consultants in
ASNI's
future prosperity, thereby advancing the interests of ASNI, and all of its
shareholders. Copies of the Plan and the consulting agreement have been
filed
as
exhibits to this registration statement.

Common Stock

The Board has authorized the issuance of up to 3,100,000 shares of the
common
stock to the Consultants upon effectiveness of this registration
statement.

No Restrictions on Transfer

The Consultants will become the record and beneficial owners of the shares
of
common stock upon issuance and delivery and are entitled to all of the
rights
of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.

Tax Treatment to the Consultants

The common stock is not qualified under Section 401(a) of the Internal
Revenue
Code. The Consultants, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance
unless
the shares are subject to a substantial risk of forfeiture. Accordingly,
absent
a specific contractual provision to the contrary, the Consultants will
receive
compensation taxable at ordinary rates equal to the fair market value of
the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. If, however, the Consultants
receive shares of common stock pursuant to the exercise of an option or
options
at an exercise price below the fair market value of the shares on the date
of
exercise, the difference between the exercise price and the fair market
value
of
the stock on the date of exercise will be deemed compensation for federal
income
tax purposes. The Consultants are urged to consult each of their tax
advisors
on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of
the
Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance
with
the foregoing discussion will be a tax deductible expense by ASNI for
federal
income tax purposes in the taxable year of ASNI during which the recipient
recognizes income.

Restrictions on Resales

In the event that an affiliate of ASNI acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.
Further, in the event that any affiliate acquiring shares hereunder has
sold
or
sells any shares of common stock in the six months preceding or following
the
receipt of shares hereunder, any so called "profit," as computed under
Section
16(b) of the Exchange Act, would be required to be disgorged from the
recipient
to ASNI. Services rendered have been recognized as valid consideration for
the
"purchase" of shares in connection with the "profit" computation under
Section
16(b) of the Exchange Act. ASNI has agreed that for the purpose of any
"profit"
computation under Section 16(b) of the Exchange Act, the price paid for
the
common stock issued to affiliates is equal to the value of services
rendered.
Shares of common stock acquired hereunder by persons other than affiliates
are
not subject to Section 16(b) of the Exchange Act.

Item 2.  Registrant Information and Employee Plan Annual Information

The documents incorporated by reference in Item 3 of Part II of the Form
S-8,
and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the company,
without
charge, upon written or oral request. Requests for documents should be
directed
to the CFO of the company at 6125 West Edna Ave., Las Vegas, Nevada 89146.
The
documents incorporated by reference in Item 3 of Part II of the Form S-8
are
also incorporated in this Prospectus by reference thereto.

                                PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission
(the "Commission") by Atlantic Syndication Network, Inc., a Nevada
corporation,
are incorporated herein by reference:

(a)  The company's latest Annual Report on Form 10-KSB for the year ended
February 28, 2004, filed with the Securities and Exchange Commission on
June
1,
2004 and amended on July 13, 2004;

(b)  The reports of the company filed pursuant to Section 13(a) or 15(d)
of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended February 28, 2004;
(c)  A description of the company's common stock, which is contained in
the
Form
10-SB filed by the company with the Commission on June 15, 1999, as
amended
through the date hereof; and

(d)  All other documents filed by the company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement 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 this Registration Statement and to be a
part
hereof from the date of filing such documents.

Item 4.          Description of Securities.

     Not applicable.

Item 5.          Interests of Named Experts and Counsel.

     The financial statements of ASNI, incorporated by reference in this
prospectus as of and for the year ended February 28, 2004 have been
audited
by
Larry O'Donnell, CPA, PC of Aurora, Colorado, independent auditors,
independent
certified public accountants, as set forth in their report incorporated
herein
by reference, and are incorporated herein in reliance upon the authority
of
said
firm as experts in auditing and accounting.

Item 6.          Indemnification of Directors and Officers
Section 78.7502 of Chapter 78 of the Nevada Revised statutes empowers a
corporation to indemnify any person who was or is a party or is threatened
to
be
made a party to any threatened, pending or completed action, suit or
proceeding,
whether civil, criminal, administrative or investigative (other than an
action
by or in the right of the corporation) by reason of the fact that he is or
was a
director, officer, employee or agent of the corporation, or is or was
serving
at
the request of the corporation as a director, officer, employee or agent
of
another corporation or enterprise, against expenses, including attorneys'
fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred
by him in connection with such action, suit or proceeding if he acted in
good
faith and in a manner he reasonably believed to be in or not opposed to
the
best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful.
No
indemnification may be made in respect of any claim, issue or matter as to
which
such person shall have been adjudged by a court of competent jurisdiction
after
exhaustion of all appeals therefrom to be liable to the corporation or for
amounts paid in settlement to the corporation unless and only to the
extent
that
the court in which such action or suit was brought or other court of
competent
jurisdiction determines that in view of all the circumstances of the case,
such
person is fairly and reasonably entitled to indemnity for such expenses as
the
court deems proper.

Item 7.          Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

(a)     The following exhibits are filed as part of this registration
statement
pursuant to Item 601 of the Regulation S-K and are specifically
incorporated
herein by this reference:

Exhibit No.     Title
5.1             Legal opinion of Weed & Co. LLP
10.1            2005 Non-Qualified Stock & Stock Option Plan
10.2            Fee Agreement for Professional Services with April E.
Frisby
of
Weed & Co. LLP
23.1            Consent of Weed & Co. LLP (included in the opinion filed
as
Exhibit 5.1 hereto).
23.2            Consent of Larry O' Donnell, CPA, PC

Item 9.         Undertakings.

The undersigned registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being
made,
a post-effective amendment to this registration statement to:

     (i)     include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii)     reflect in the prospectus any facts or events arising after
the
effective date of the registration statement (or the most recent post-
effective
amendment thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the registration
statement;

     (iii)    include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any
material change to such information in this registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information
required [or] to be included in a post-effective amendment by those
paragraphs
is contained in periodic reports filed by the registrant pursuant to
section
13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated
by
reference in the registration statement.

(2)     That, for the purpose of determining any liability pursuant to 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 offered 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.

(4)     Insofar as indemnification for liabilities arising under the
Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant
has
been advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Securities
Act
and
is therefore, unenforceable.  In the event that a claim for
indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of
registrant
in
the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities
being
registered, registrant will, unless in the opinion of its counsel the
matter
has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public
policy
as expressed in the Act and will be governed by the final adjudication of
such
issue.

(5)     The undersigned hereby undertakes that, for purposes of
determining
any
liability under the Securities Act of 1933, each filing of registrant's
annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant
to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
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.




















































                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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, in the City of Las Vegas, State of Nevada, on March 3, 2005.

                                  ATLANTIC SYNDICATION NETWORK, INC.
                                  (Registrant)

                                  /s/ Kent Wyatt, Sr.
                                  Kent Wyatt, Sr.,
                                  President and Chief 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.

Signatures                   Title                         Date

/s/ Kent Wyatt, Sr.          Chief Executive Officer,      March 3, 2005
Kent Wyatt, Sr.              President & Director

/s/ Sarah E. Wyatt           Corporate Secretary &         March 3, 2005
Sarah E. Wyatt               Director


/s/ Glen Schlosser           Treasurer (Chief Financial    March 3, 2005
Glen Schlosser               Officer and Chief
                             Accounting Officer) &
                             Director


/s/Michael Edwards           Director                      March 3, 2005
Michael Edwards























EXHIBIT 5.1 Legal Opinion of Weed & Co. LLP

WEED & CO. LLP
4695 MACARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA  92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

March 3, 2005

Board of Directors
Atlantic Syndication Network, Inc.
6125 West Edna
Las Vegas, NV 89146

Re:  Form S-8 Registration Statement; Opinion of Counsel

Dear Members of the Board:

You have requested our opinion with respect to certain matters in
connection
with Atlantic Syndication Network, Inc.'s (the "Company") filing of a
registration statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of 3,100,000
shares
of
the Company's common stock, $.001 par value (the "Shares"), pursuant to
the
2005
Non-Qualified Stock & Stock Option Plan (the "Plan") and a Fee Agreement
for
Professional Services.

In connection with this opinion, we have examined the Registration
Statement,
the Plan, consulting agreement and such other documents, records,
certificates,
memoranda and other instruments as we deemed necessary for the basis of
this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals and the conformity to originals of all
documents
submitted to us as copies and the due execution and delivery of all
documents
where due execution and delivery are a prerequisite to the effectiveness
thereof.

On the basis of the foregoing, and in reliance thereon, we are of the
opinion
that the Shares, when sold and issued in accordance with the Plan and
consulting
agreement and the Registration Statement and related prospectus, will be
legally
issued, fully paid and non-assessable.

Further, we consent to the use of this opinion as an exhibit to the Form
S-8
Registration Statement and to the reference to this firm in any prospectus
which
is incorporated by reference into and made a part of the Registration
Statement.

                                    Very truly yours,


                                    /s/Weed & Co. LLP
                                    Weed & Co. LLP





EXHIBIT 10.1  2005 Non-Qualified Stock & Stock Option Plan

2005 NON-QUALIFIED STOCK & STOCK OPTION PLAN

1.     Purpose of Plan

     1.1    This  2005 NON-QUALIFIED STOCK & STOCK OPTION PLAN (the
"Plan")
of
Atlantic Syndication Network, Inc., a Nevada corporation (the "Company")
for
employees, officers, directors, consultants and other persons associated
with
the Company, is intended to advance the best interests of the Company by
providing those persons who have a substantial responsibility for its
management
and growth with additional incentive and by increasing their proprietary
interest in the success of the Company, thereby encouraging them to
maintain
their relationships with the Company.  Further, the availability and
offering
of
stock options and common stock under the Plan supports and increases the
Company's ability to attract and retain individuals of exceptional talent
upon
whom, in large measure, the sustained progress, growth and profitability
of
the
Company depends.

2.     Definitions

     2.1    For Plan purposes, except where the context might clearly
indicate
otherwise, the following terms shall have the meanings set forth below:

"Board" shall mean the Board of Directors of the Company.

"Committee" shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to
administer
the
Plan, or the Board if no committees have been established.  The Committee
shall
be composed of three or more persons as from time to time are appointed to
serve
by the Board.  Each member of the Committee, while serving as such, shall
be
a
disinterested person with the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.

"Common Shares" shall mean the Company's Common Shares, $.001 par value
per
share, or, in the event that the outstanding Common Shares are hereafter
changed
into or exchanged for different shares of securities of the Company, such
other
shares or securities.

"Company" shall mean Atlantic Syndication Network, Inc., a Nevada
corporation,
and any parent or subsidiary corporation of Atlantic Syndication Network,
Inc.,
as such terms are defined in Sections 425(e) and 425(f), respectively, of
the
Code.

"Fair Market Value" shall mean, with respect to the date a given stock
option
is
granted or exercised, the average of the highest and lowest reported sales
prices of the Common Shares, as reported by such responsible reporting
service
as the Committee may select, or if there were not transactions in the
Common
Shares on such day, then the last preceding day on which transactions took
place.  The above withstanding, the Committee may determine the Fair
Market
Value in such other manner as it may deem more equitable for Plan purposes
or
as
is required by applicable laws or regulations.

"Optionee" shall mean an employee of the company who has been granted one
or
more Stock Options under the Plan.

"Common Stock" shall mean shares of common stock which are issued by the
Company
pursuant to Section 5, below.

"Common Stockholder" means the employee of, consultant to, or director of
the
Company or other person to whom shares of Common Stock are issued pursuant
to
this Plan.

"Common Stock Agreement" means an agreement executed by a Common
Stockholder
and
the Company as contemplated by Section 5, below, which imposes on the
shares
of
Common Stock held by the Common Stockholder such restrictions as the Board
or
Committee deem appropriate.

"Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a
stock
option granted pursuant to the terms of the Plan.

"Stock Option Agreement" shall mean the agreement between the Company and
the
Optionee under which the Optionee may purchase Common Shares hereunder.

3.    Administration of the Plan

     3.1   The Committee shall administer the Plan and accordingly, it
shall
have full power to grant Stock Options and Common Stock, construe and
interpret
the Plan, establish rules and regulations and perform all other acts,
including
the delegation of administrative responsibilities, it believes reasonable
and
proper.

     3.2   The determination of those eligible to receive Stock Options
and
Common Stock, and the amount, type and timing of each grant and the terms
and
conditions of the respective stock option agreements and Common stock
agreements
shall rest in the sole discretion of the Committee, subject to the
provisions
of
the Plan.

     3.3   The Committee may cancel any Stock Options awarded under the
Plan
if
an Optionee conducts himself in a manner which the Committee determines to
be
inimical to the best interest of the Company, as set forth more fully in
paragraph 8 of Article 11 of the Plan.

     3.4   The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any granted
Stock
Option, in the manner and to the extent it shall deem necessary to carry
it
into
effect.

     3.5   Any decision made, or action taken, by the Committee or the
Board
arising out of or in connection with the interpretation and administration
of
the Plan shall be final and conclusive.

     3.6   Meetings of the Committee shall be held at such times and
places
as
shall be determined by the Committee.  A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and
the
vote of a majority of those members present at any meeting shall decide
any
question brought before that meeting.  In addition, the Committee may take
any
action otherwise proper under the Plan by the affirmative vote, taken
without
a
meeting, of a majority of its members.

     3.7   No member of the Committee shall be liable for any act or
omission
of
any other member of the Committee or for any act or omission on his own
part,
including, but not limited to, the exercise of any power or discretion
given
to
him under the Plan, except those resulting from his own gross negligence
or
willful misconduct.

     3.8   The Company, through its management, shall supply full and
timely
information to the Committee on all matters relating to the eligibility of
Optionees, their duties and performance, and current information on any
Optionee's death, retirement, disability or other termination of
association
with the Company, and such other pertinent information as the Committee
may
require.  The Company shall furnish the Committee with such clerical and
other
assistance as is necessary in the performance of its duties hereunder.

4.    Shares Subject to the Plan

     4.1   The total number of shares of the Company available for grants
of
Stock Options and Common Stock under the Plan shall be 3,000,000 Common
Shares,
subject to adjustment in accordance with Article 7 of the Plan, which
shares
may
be either authorized but unissued or reacquired Common Shares of the
Company.

     4.2   If a Stock Option or portion thereof shall expire or terminate
for
any reason without having been exercised in full, the unpurchased shares
covered
by such NQSO shall be available for future grants of Stock Options.

5.    Award Of Common Stock

     5.1   The Board or Committee from time to time, in its absolute
discretion,
may (a) award Common Stock to employees of, consultants to, and directors
of
the
Company, and such other persons as the Board or Committee may select, and
(b)
permit Holders of Options to exercise such Options prior to full vesting
therein
and hold the Common Shares issued upon exercise of the Option as Common
Stock.
In either such event, the owner of such Common Stock shall hold such stock
subject to such vesting schedule as the Board or Committee may impose or
such
vesting schedule to which the Option was subject, as determined in the
discretion of the Board or Committee.

     5.2   Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the
Company
and
which shall contain such terms and conditions as the Board or Committee
shall
determine consistent with this Plan, including such restrictions on
transfer
as
are imposed by the Common Stock Agreement.

     5.3   Upon delivery of the shares of Common Stock to the Common
Stockholder, below, the Common Stockholder shall have, unless otherwise
provided
by the Board or Committee, all the rights of a stockholder with respect to
said
shares, subject to the restrictions in the Common Stock Agreement,
including
the
right to receive all dividends and other distributions paid or made with
respect
to the Common Stock.

     5.4.   Notwithstanding anything in this Plan or any Common Stock
Agreement
to the contrary, no Common Stockholders may sell or otherwise transfer,
whether
or not for value, any of the Common Stock prior to the date on which the
Common
Stockholder is vested therein.

     5.5   All shares of Common Stock issued under this Plan (including
any
shares of Common Stock and other securities issued with respect to the
shares
of
Common Stock as a result of stock dividends, stock splits or similar
changes
in
the capital structure of the Company) shall be subject to such
restrictions
as
the Board or Committee shall provide, which restrictions may include,
without
limitation, restrictions concerning voting rights, transferability of the
Common
Stock and restrictions based on duration of employment with the Company,
Company
performance and individual performance; provided that the Board or
Committee
may, on such terms and conditions as it may determine to be appropriate,
remove
any or all of such restrictions.  Common Stock may not be sold or
encumbered
until all applicable restrictions have terminated or expire.  The
restrictions,
if any, imposed by the Board or Committee or the Board under this Section
5
need
not be identical for all Common Stock and the imposition of any
restrictions
with respect to any Common Stock shall not require the imposition of the
same
or
any other restrictions with respect to any other Common Stock.

     5.6   Each Common Stock Agreement shall provide that the Company
shall
have
the right to repurchase from the Common Stockholder the unvested Common
Stock
upon a termination of employment, termination of directorship or
termination
of
a consultancy arrangement, as applicable, at a cash price per share equal
to
the
purchase price paid by the Common Stockholder for such Common Stock.

     5.7   In the discretion of the Board or Committee, the Common Stock
Agreement may provide that the Company shall have the a right of first
refusal
with respect to the Common Stock and a right to repurchase the vested
Common
Stock upon a termination of the Common Stockholder's employment with the
Company, the termination of the Common Stockholder's consulting
arrangement
with
the Company, the termination of the Common Stockholder's service on the
Company's Board, or such other events as the Board or Committee may deem
appropriate.

     5.8   The Board or Committee shall cause a legend or legends to be
placed
on certificates representing shares of Common Stock that are subject to
restrictions under Common Stock Agreements, which legend or legends shall
make
appropriate reference to the applicable restrictions.

6.    Stock Option Terms and Conditions

     6.1   Consistent with the Plan's purpose, Stock Options may be
granted
to
non-employee directors of the Company or other persons who are performing
or
who
have been engaged to perform services of special importance to the
management,
operation or development of the Company.

     6.2   All Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan,
and
such
other provisions as the Committee may adopt, including the provisions set
forth
in paragraphs 2 through 11 of this Section 6.

     6.3   All Stock Options granted hereunder must be granted within ten
years
from the earlier of the date of this Plan is adopted or approved by the
Company's shareholders.

     6.4   No Stock Option granted to any employee or 10% Shareholder
shall
be
exercisable after the expiration of ten years from the date such NQSO is
granted.  The Committee, in its discretion, may provide that an Option
shall
be
exercisable during such ten year period or during any lesser period of
time.

     The Committee may establish installment exercise terms for a Stock
Option
such that the NQSO becomes fully exercisable in a series of cumulating
portions.
If an Optionee shall not, in any given installment period, purchase all
the
Common Shares which such Optionee is entitled to purchase within such
installment period, such Optionee's right to purchase any Common Shares
not
purchased in such installment period shall continue until the expiration
or
sooner termination of such NQSO.  The Committee may also accelerate the
exercise
of any NQSO.  However, no NQSO, or any portion thereof, may be exercisable
until
thirty (30) days following date of grant ("30-Day Holding Period.").

     6.5   A Stock Option, or portion thereof, shall be exercised by
delivery
of
(i)  a written notice of exercise of the Company specifying the number of
common
shares to be purchased, and (ii)  payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section 6.

     No NQSO or installment thereof shall be exercisable except with
respect
to
whole shares, and fractional share interests shall be disregarded.  Not
less
than 100 Common Shares may be purchased at one time unless the number
purchased
is the total number at the time available for purchase under the NQSO.
Until
the Common Shares represented by an exercised NQSO are issued to an
Optionee,
he
shall have none of the rights of a shareholder.

     6.6   The exercise price of a Stock Option, or portion thereof, may
be
paid:

          A.    In United States dollars, in cash or by cashier's check,
certified check, bank draft or money order, payable to the order of the
Company
in an amount equal to the option price;  or

          B.    At the discretion of the Committee, through the delivery
of
fully paid and nonassessable Common Shares, with an aggregate Fair Market
Value
on the date the NQSO is exercised equal to the option price, provided such
tendered Shares have been owned by the Optionee for at least one year
prior
to
such exercise;  or

          C.    By a combination of both A and B above.

          The Committee shall determine acceptable methods for tendering
Common
Shares as payment upon exercise of a Stock Option and may impose such
limitations and prohibitions on the use of Common Shares to exercise an
NQSO
as
it deems appropriate.

     6.7   With the Optionee's consent, the Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

     6.8   Except by will or the laws of descent and distribution, no
right
or
interest in any Stock Option granted under the Plan shall be assignable or
transferable, and no right or interest of any Optionee shall be liable
for,
or
subject to, any lien, obligation or liability of the Optionee.  Stock
Options
shall be exercisable during the Optionee's lifetime only by the Optionee
or
the
duly appointed legal representative of an incompetent Optionee.

     6.9   If the Optionee shall die while associated with the Company or
within
three months after termination of such association, the personal
representative
or administrator of the Optionee's estate or the person(s) to whom an NQSO
granted hereunder shall have been validly transferred by such personal
representative or administrator pursuant to the Optionee's will or the
laws
of
descent and distribution, shall have the right to exercise the NQSO for
one
year
after the date of the Optionee's death, to the extent (i)  such NQSO was
exercisable on the date of such termination of employment by death, and
(ii)
such NQSO was not exercised, and (iii)  the exercise period may not be
extended
beyond the expiration of the term of the Option.

           No transfer of a Stock Option by the will of an Optionee or by
the
laws of descent and distribution shall be effective to bind the Company
unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee
may
deem necessary to establish the validity of the transfer and the
acceptance
by
the transferee or transferee of the terms and conditions by such Stock
Option.

           In the event of death following termination of the Optionee's
association with the Company while any portion of an NQSO remains
exercisable,
the Committee, in its discretion, may provide for an extension of the
exercise
period of up to one year after the Optionee's death but not beyond the
expiration of the term of the Stock Option.

     6.10   Any Optionee who disposes of Common Shares acquired on the
exercise
of a NQSO by sale or exchange either (i) within two years after the date
of
the
grant of the NQSO under which the stock was acquired, or (ii) within one
year
after the acquisition of such Shares, shall notify the Company of such
disposition and of the amount realized upon such disposition.  The
transfer
of
Common Shares may also be governed by applicable provisions of the
Securities
Act of 1933, as amended.

7.    Adjustments or Changes in Capitalization

     7.1   In the event that the outstanding Common Shares of the Company
are
hereafter changed into or exchanged for a different number or kind of
shares
or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares,
stock
split-up or stock dividend:

          A.     Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of shares
subject
to
Stock Options which may be granted under the Plan, such that the Optionee
shall
have the right to purchase such Common Shares as may be issued in exchange
for
the Common Shares purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken place;

          B.     Rights under unexercised Stock Options or portions
thereof
granted prior to any such change, both as to the number or kind of shares
and
the exercise price per share, shall be adjusted appropriately, provided
that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment
in
the
price for each share covered by such NQSO's;  or

          C.     Upon any dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation,
each
outstanding Stock Option granted hereunder shall terminate, but the
Optionee
shall have the right, immediately prior to such dissolution, liquidation,
merger
or combination, to exercise his NQSO in whole or in part, to the extent
that
it
shall not have been exercised, without regard to any installment exercise
provisions in such NQSO.

     7.2     The foregoing adjustments and the manner of application of
the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof,
shall
be final, binding and conclusive.  No fractional Shares shall be issued
under
the Plan on account of any such adjustments.

8.     Merger, Consolidation or Tender Offer

     8.1     If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all the
assets
of the Company, each outstanding Stock Option shall pertain and apply to
the
securities and/or property which a shareholder of the number of Common
Shares
of
the Company subject to the NQSO would be entitled to receive pursuant to
such
merger, consolidation or reorganization or sale of assets.



     8.2     In the event that:

          A.     Any person other than the Company shall acquire more than
20%
of the Common Shares of the Company through a tender offer, exchange offer
or
otherwise;

          B.     A change in the "control" of the Company occurs, as such
term
is defined in Rule 405 under the Securities Act of 1933;

          C.     There shall be a sale of all or substantially all of the
assets
of the Company;

any then outstanding Stock Option held by an Optionee, who is deemed by
the
Committee to be a statutory officer ("Insider") for purposes of Section 16
of
the Securities Exchange Act of 1934 shall be entitled to receive, subject
to
any
action by the Committee revoking such an entitlement as provided for
below,
in
lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between
the
aggregate exercise price of such NQSO, or portion thereof, and, (i)  in
the
event of an offer or similar event, the final offer price per share paid
for
Common Shares, or such lower price as the Committee may determine to
conform
an
option to preserve its Stock Option status, times the number of Common
Shares
covered by the NQSO or portion thereof, or (ii)  in the case of an event
covered
by B or C above, the aggregate Fair Market Value of the Common Shares
covered
by
the Stock Option, as determined by the Committee at such time.

     8.3   Any payment which the Company is required to make pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days,
following
the event which results in the Optionee's right to such payment.  In the
event
of a tender offer in which fewer than all the shares which are validly
tendered
in compliance with such offer are purchased or exchanged, then only that
portion
of the shares covered by an NQSO as results from multiplying such shares
by a
fraction, the numerator of which is the number of Common Shares acquired
pursuant to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer shall be used to determine
the
payment thereupon.  To the extent that all or any portion of a Stock
Option
shall be affected by this provision, all or such portion of the NQSO shall
be
terminated.

     8.4   Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the
Committee may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions;  provided, however, that such vote is
taken
no
later than ten business days following public announcement of the intent
of
an
offer or the change of control, whichever occurs earlier.

9.          Amendment and Termination of Plan

     9.1   The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in
such
respects as the Board may deem appropriate and in the best interest of the
Company.

     9.2   No amendment, suspension or termination of this Plan shall,
without
the Optionee's consent, alter or impair any of the rights or obligations
under
any Stock Option theretofore granted to him under the Plan.

     9.3   The Board may amend the Plan, subject to the limitations cited
above,
in such manner as it deems necessary to permit the granting of Stock
Options
meeting the requirements of future amendments or issued regulations, if
any,
to
the  Code.

     9.4   No NQSO may be granted during any suspension of the Plan or
after
termination of the Plan.

10.     Government and Other Regulations

     10.1   The obligation of the Company to issue, transfer and deliver
Common
Shares for Stock Options exercised under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approval which shall then
be
in
effect and required by the relevant stock exchanges on which the Common
Shares
are traded and by government entities as set forth below or as the
Committee
in
its sole discretion shall deem necessary or advisable.  Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of
any
Stock Option, the Company shall not be required to issue Common Shares
unless
the Committee has received evidence satisfactory to it to the effect that
the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel
satisfactory
to the Company has been received by the Company to the effect that such
registration is not required.  Any determination in this connection by the
Committee shall be final, binding and conclusive.  The Company may, but
shall
in
no event be obligated to, take any other affirmative action in order to
cause
the exercise of a Stock Option or the issuance of Common Shares pursuant
thereto
to comply with any law or regulation of any government authority.

11.     Miscellaneous Provisions

     11.1   No person shall have any claim or right to be granted a Stock
Option
or Common Stock under the Plan, and the grant of an NQSO or Common Stock
under
the Plan shall not be construed as giving an Optionee or Common
Stockholder
the
right to be retained by the Company.  Furthermore, the Company expressly
reserves the right at any time to terminate its relationship with an
Optionee
with or without cause, free from any liability, or any claim under the
Plan,
except as provided herein, in an option agreement, or in any agreement
between
the Company and the Optionee.

     11.2   Any expenses of administering this Plan shall be borne by the
Company.

     11.3   The payment received from Optionee from the exercise of Stock
Options under the Plan shall be used for the general corporate purposes of
the
Company.

     11.4   The place of administration of the Plan shall be in the State
of
Nevada, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating
to
the
Plan, shall be determined solely in accordance with the laws of the State
of
Nevada.

     11.5   Without amending the Plan, grants may be made to persons who
are
foreign nationals or employed outside the United States, or both, on such
terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be
necessary
or
desirable to create equitable opportunities given differences in tax laws
in
other countries.

     11.6   In addition to such other rights of indemnification as they
may
have
as members of the Board or the Committee, the members of the Committee
shall
be
indemnified by the Company against all costs and expenses reasonably
incurred
by
them in connection with any action, suit or proceeding to which they or
any
of
them may be party by reason of any action taken or failure to act under or
in
connection with the Plan or any Stock Option granted thereunder, and
against
all
amounts paid by them in settlement thereof (provided such settlement is
approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except
a
judgment based upon a finding of bad faith;  provided that upon the
institution
of any such action, suit or proceeding a Committee member shall, in
writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same, with counsel acceptable to the Optionee,
before
such Committee member undertakes to handle and defend it on his own
behalf.

     11.7   Stock Options may be granted under this Plan from time to
time,
in
substitution for stock options held by employees of other corporations who
are
about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the
acquisition
by the Company of the assets of the employing corporation or the
acquisition
by
the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company.  The terms and conditions of such
substitute stock options so granted may vary from the terms and conditions
set
forth in this Plan to such extent as the Board of Directors of the Company
at
the time of grant may deem appropriate to conform, in whole or in part, to
the
provisions of the stock options in substitution for which they are
granted,
but
no such variations shall be such as to affect the status of any such
substitute
stock options as a stock option under Section 422A of the Code.

     11.8   Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the
Optionee
has
been engaged in fraud, embezzlement, theft, insider trading in the
Company's
stock, commission of a felony or proven dishonesty in the course of his
association with the Company or any subsidiary corporation which damaged
the
Company or any subsidiary corporation, or for disclosing trade secrets of
the
Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the Company
has
not yet delivered the certificates and which have been earlier granted to
the
Optionee by the Committee.  The decision of the Committee as to the cause
of
an
Optionee's discharge and the damage done to the Company shall be final.
No
decision of the Committee, however, shall affect the finality of the
discharge
of such Optionee by the Company or any subsidiary corporation in any
manner.

12.     Written Agreement

     12.1   Each Stock Option granted hereunder shall be embodied in a
written
Stock Option Agreement which shall be subject to the terms and conditions
prescribed above and shall be signed by the Optionee and by the President
or
any
Vice President of the Company, for and in the name and on behalf of the
Company.
Such Stock Option Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.













































Number of Shares:                                   Date of Grant:

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT made this _______ day of ____________ 200___, between
_________________________________the "Optionee"), and Atlantic Syndication
Network, Inc., Inc. (the "Company").

     1.   Grant of Option

          The Company, pursuant to the provisions of the 2005 NON-
QUALIFIED
STOCK & STOCK OPTION PLAN (the "Plan"), adopted by the Board of Directors
on
______________, 2005, the Company hereby grants to the Optionee, subject
to
the
terms and conditions set forth or incorporated herein, an option to
purchase
from the Company all or any part of an aggregate of ________________shares
of
its $.001 par value common stock, as such common stock is now constituted,
at
the purchase price of $ __________ per share.  The provisions of the Plan
governing the terms and conditions of the Option granted hereby are
incorporated
in full herein by reference.

     2.     Exercise

          The Option evidenced hereby shall be exercisable in whole or in
part
on or after _____________________ and on or before,
______________________,
provided that the cumulative number of shares of common stock as to which
this
Option may be exercised (except in the event of death, retirement, or
permanent
and total disability, as provided in paragraph 6.9 of the Plan) shall not
exceed
the following amounts:

          Cumulative Number               Prior to Date
          of Shares                       (Note Inclusive of)





The Option evidenced hereby shall be exercisable by the delivery to and
receipt
by the Company of (i)  written notice of election to exercise, in the form
set
forth in Attachment B hereto, specifying the number of shares to be
purchased;
(ii)  accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the
Company,
or by a combination thereof, and  (iii)  by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I hereof.
In
the event fully paid and nonassessable common stock is submitted as whole
or
partial payment for shares to be purchased hereunder, such common stock
will
be
valued at their Fair Market Value (as defined in the Plan) on the date
such
shares received by the Company are applied to payment of the exercise
price.


     3.     Transferability

            The Option evidenced hereby is not assignable or transferable
by
the
Optionee other than by the Optionee's will or by the laws of descent and
distribution, as provided in paragraph 6.9 of the Plan.  The Option shall
be
exercisable only by the Optionee during his lifetime.

                                    Atlantic Syndication Network, Inc.




                                    By:
                                    Name:
ATTEST:                             Title:




____________________________________
Secretary

          Optionee hereby acknowledges receipt of a copy of the Plan,
attached
hereto and accepts this Option subject to each and every term and
provision
of
such Plan.  Optionee hereby agrees to accept as binding, conclusive and
final,
all decisions or interpretations of the of the Board of Directors
administering
the Plan on any questions arising under such Plan.  Optionee recognizes
that
if
Optionee's employment with the Company or any subsidiary thereof shall be
terminated without cause, or by the Optionee, prior to completion or
satisfactory performance by Optionee (except as otherwise provided in
paragraph
6 of the Plan) all of the Optionee's rights hereunder shall thereupon
terminate;
and that, pursuant to paragraph 6 of the Plan, this Option may not be
exercised
while there is outstanding to Optionee any unexercised Stock Option
granted
to
Optionee before the date of grant of this Option.



Dated:_________________________
________________________________________
                                    Optionee



________________________________________
                                    Print Name



________________________________________
                                    Address



________________________________________
                                    Social Security No.












ATTACHMENT B

                                NOTICE OF EXERCISE



To:     Atlantic Syndication Network, Inc.



(1)     The undersigned hereby elects to purchase ________ shares of
Common
Shares (the "Common Shares"), of Atlantic Syndication Network, Inc.
pursuant
to
the terms of the attached Non-Qualified Stock Option Agreement, and
tenders
herewith payment of the exercise price in full, together with all
applicable
transfer taxes, if any.

(2)     Please issue a certificate or certificates representing said
shares
of
Common Shares in the name of the undersigned or in such other name as is
specified below:

                             _______________________________
                             (Name)

                             _______________________________
                             (Address)
                             _______________________________


                             _______________________________
                             Dated


                             _______________________________
                             Signature























Optionee: __________________________ Date of Grant: _____________________





                                  SCHEDULE I



DATE       SHARES PURCHASED    PAYMENT      UNEXERCISED       ISSUING
                               RECEIVED     SHARES            OFFICER
                                            REMAINING         INITIALS



__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________














EXHIBIT 10.2          Fee Agreement for Professional Services with April
E.
Frisby of Weed & Co. LLP


February 24, 2005

Kent Wyatt
Chief Executive Officer
Atlantic Syndication Network, Inc.
6125 West Edna
Las Vegas, NV 89146
Telephone: (702) 388-8800
Facsimile: (702) 496-2008

Via E-Mail: Asnitv@cox.net

          RE: Fee Agreement for Professional Services

Dear Mr.Wyatt:

The purpose of this letter is to memorialize a fee agreement for legal
services.
This fee agreement is between Atlantic Syndication Network, Inc., a Nevada
corporation ("ASNI"), and Weed & Co. LLP, a California limited liability
partnership ("Weed LLP").

Weed LLP shall render the following legal services described in Exhibit A
attached hereto and ASNI may engage Weed LLP on any new matters as agreed
upon
from time to time in exchange for payment of fees determined in accordance
with
this agreement. Weed LLP makes no promises or guarantees regarding the
outcome
of matters upon which Weed LLP is engaged to represent ASNI.

To protect both of the parties and to comply with professional
obligations,
we
have already discussed with each other and resolved any potential
conflicts
of
interest with present or former clients.  The services that Weed LLP will
provide shall be in accordance with the following terms and conditions.
We
advise you to seek the advice of independent counsel before signing this
agreement.

Professional Fees

Fees are based upon the reasonable value of Weed LLP's services as
determined
in
accordance with the American Bar Association Model Code of Professional
Responsibility and the California & Texas Rules of Professional Conduct.
Fees
are based on the rates charged by Weed LLP.

Weed LLP's rate is $300 per hour. It is anticipated that ASNI and Weed LLP
will
agree on a fixed fee for special projects from time to time.  The fixed
fee
arrangements for special projects will be agreed to in writing. Weed LLP's
fees
will be paid in cash or as follows:

Initial Retainer

To commence the relationship and to insure the availability of Weed LLP,
upon
execution, ASNI shall issue 100,000 shares (the "Retainer Shares") of ASNI
common stock with a Rule 144 legend in the name of Weed & Co. LLP, to be
returned upon receipt of the S-8 stock as described below.

Terms for Payment in Stock instead of Cash.

As a non-cash alternative form of payment for professional services, ASNI
has
proposed and Weed LLP has agreed that ASNI place an initial block of
100,000
shares of ASNI's S-8 stock in April E. Frisby's name, as designee for Weed
LLP.
At least once a month, Weed LLP will send ASNI a statement for fees and
costs.
Unless objection is made to the bill, sufficient stock, net of commission,
shall
then be liquidated forthwith at the prevailing market rate to satisfy such
statement.

In the course of Weed LLP's representation of ASNI, if all the initial
block
of
stock is liquidated, a new block of stock sufficient to cover projected
fees,
in
an amount contemporaneously agreed to by the parties, will again be placed
with
Weed LLP, under the terms and conditions outlined above.  At the
conclusion
of
Weed LLP's representation of ASNI and the payment of all final fees and
costs,
any unused stock shall forthwith be returned to ASNI.

ASNI has agreed to register such blocks of stock pursuant to a
registration
statement filed at its own expense.  The foregoing 100,000 shares are in
addition to the Retainer Shares.

ASNI shall cause any subsidiary or parent corporation to adopt and be
bound
by
this agreement and all its provisions.

There may be risks inherent in the issuance of securities to April E.
Frisby
and/or Weed LLP as compensation for services in lieu of cash.  Such risks
may
include that the securities may ultimately be worth more or less than the
value
of our services.  Further, the issuance of securities as compensation may
dilute
the percentage of ownership of your existing shareholders in the company
and
change the value of their shares.  Moreover, the GAPP accounting treatment
is
frequently different when a company issues securities in lieu of cash for
services.  This occurs when shares are issued in exchange for services and
the
price of the shares fluctuates during the service period.  A declining
share
price may require the company to issue additional securities to us and
cause
the
company's income statement to reflect higher expenses for professional
services
in subsequent accounting periods than cash payment for services.
Similarly,
an
increase in the company's share price may cause the company's income
statement
to reflect lower expenses for professional services in subsequent
accounting
periods than cash payment for services.

Costs and Expenses

ASNI understands that in the course of representation, it may be necessary
for
Weed LLP to incur certain costs or expenses. ASNI will reimburse Weed LLP
for
certain costs or expenses actually incurred and reasonably necessary for
completing the assigned matter, as long as the charges for costs and
expenses
are competitive with other sources of the same products or services and
approved
by ASNI in advance. More particularly, ASNI will reimburse Weed LLP in
accordance with the following guidelines:

1. Computer-Related Expenses - ASNI will reimburse Weed LLP for
computerized
research and research services. However, any charges will require prior
approval. ASNI also encourages Weed LLP to utilize computer services that
will
enable Weed LLP to manage the projects.

2. Travel - Assuming ASNI requires counsel to travel on its behalf, ASNI
will
reimburse Weed LLP for expenses in connection with out of town travel.
However,
ASNI will only reimburse for economy class travel and, where necessary,
for
the
reasonable cost of a rental car. All related travel expenses, i.e.,
lodging
and
meals, must be reasonable under the circumstances.

3. Filing Fees & Court Costs - ASNI will reimburse Weed LLP for expenses
incurred in connection with filing fees and court costs, if any, but will
not
be
responsible for sanctions or penalties imposed due to the conduct of Weed
LLP.

ASNI shall pay and hold Weed LLP harmless from all such costs and expenses
incurred on ASNI's behalf.  Weed LLP may, but shall not be obligated to,
advance
funds on ASNI's behalf. In such event, ASNI agrees to reimburse Weed LLP
upon
demand for the amounts advanced. Substantial outside fees (such as state
filing
fees or SEC filing services) may be referred to ASNI for direct payment.

Billing

All bills will include a summary statement of the kinds of services
rendered
during the relevant period. ASNI expects that Weed LLP will maintain back-
up
documentation for all expenses.  ASNI expects to be billed monthly or at
the
conclusion of each project and agrees to pay Weed LLP's invoices within
fifteen
days of receipt. Weed LLP shall bill in increments of one-quarter (1/4)
hour
unless otherwise agreed in writing.

Delay in Payment

In the event that any of Weed LLP's bills remain unpaid for more than 30
days
after receipt by ASNI, Weed LLP shall have the right to discontinue
rendering
further services to ASNI in connection with any matter then being handled
for
ASNI by Weed LLP and to take appropriate action to collect such fees.

Involvement of ASNI

ASNI expects to be kept closely involved with the progress of Weed LLP's
services in this matter. Weed LLP will keep ASNI apprised of all material
developments in this matter, and will provide sufficient notice to enable
a
representative to attend meetings, conferences, and other proceedings.

There may be times when Weed LLP will need to obtain information from
ASNI.
All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay.

Termination

ASNI shall have the right to terminate Weed LLP's engagement by written
notice
at any time.  Weed LLP has the same right to terminate this engagement,
subject
to an obligation to give ASNI reasonable notice to permit it to obtain
alternative representation or services and subject to applicable ethical
provisions.  Weed LLP will be expected to provide reasonable assistance in
effecting a transfer of responsibilities to the new service provider.

Disputes

The laws of the State of California shall govern the interpretation of
this
agreement, including all rules or codes of ethics that apply to the
provision
of
services.  All disputes between us arising out of this engagement that
cannot
be
settled shall be resolved in a federal or state court located in Orange
County,
California.
Facsimile Execution of this Agreement is Binding

A facsimile, telecopy or other reproduction of this agreement may be
executed
by
one or more parties hereto and such executed copy may be delivered by
facsimile
or similar instantaneous electronic transmission device pursuant to which
the
signature of or on behalf of such party can be seen, and such execution
and
delivery shall be considered valid, binding and effective for all
purposes.
At
the request of any party hereto, all parties agree to execute an original
of
this agreement as well as any facsimile, telecopy or other reproduction
hereof.

If the foregoing accurately reflects our agreement regarding professional
services, please sign and return a duplicate copy of this letter by
facsimile.
Thank you in advance for your prompt attention to this matter.

Very truly yours,

/s/ April E. Frisby
April E. Frisby
Partner

Approved and Agreed
Atlantic Syndication Network, Inc.



By: _/s/Kent Wyatt_
Name: Kent Wyatt
Title: Chief Executive Officer
Date: February 24, 2005




























EXHIBIT 23.2          Consent of Larry O' Donnell, CPA, PC


Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545
2228 South Fraser Street
Unit 1
Aurora, Colorado  80014



                CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Atlantic Syndication Network, Inc., and in any
related
Prospectus, of my auditor's report dated May 18, 2004 accompanying the
financial
statements of Atlantic Syndication Network, Inc. included in their annual
report
on Form 10KSB for the year ended February 28, 2004.



Larry O'Donnell, CPA, P.C.

March 8, 2005
[{"type": "S-8", "sequence": "1", "filename": "asnifiling1.txt", "description": "2005 STOCK OPTION PLAN", "secsgml_size_bytes": 70297}]
{"company-data": {"conformed-name": "ATLANTIC SYNDICATION NETWORK INC", "cik": "0001085129", "assigned-sic": "7819", "irs-number": "880325940", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123273", "film-number": "05676015"}, "business-address": {"street1": "P.O. BOX 30010", "city": "LAS VEGAS", "state": "NV", "zip": "89173-0010", "phone": "7028719666"}, "mail-address": {"street1": "3838 CAMINO DEL RIO NORTH SUITE 3000", "city": "SAN DIEGO", "state": "CA", "zip": "92108"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH _____, 2005
REGISTRATION NO. _______________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  Form S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     Atlantic Syndication Network, Inc.
           (Exact name of Registrant as specified in its charter)

Nevada                                                    88-0325940
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                    Identification No.)

                             6125 West Edna Ave.
                             Las Vegas, NV 89146
     (Address of Principal Executive Offices, including ZIP Code)

2005 Non-Qualified Stock & Stock Option Plan; Fee Agreement For
Professional
Services
                          (Full title of the plan)

                                Sarah Wyatt
                            6125 West Edna Ave.
                            Las Vegas, NV 89146
                  (Name and address of agent for service)

                              (702) 388-8800
       (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

Title of                      Proposed          Proposed
Securities    Amount of       Maximum           Maximum          Amount of
to be         Shares to       Offering          Aggregate
Registration
Registered    be Registered   Price per Share   Offering Price   Fee

$.001 par     3,100,000       $0.09             $279,000         $35.35
Value common
Stock

TOTALS        3,100,000                         $279,000         $35.35

(1)  This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities
Act of 1933, as amended, and is calculated on the basis of the average of
the
high and low prices per share of the common stock reported on the OTC
Bulletin
Board as of March 1, 2005, a date within five business days prior to the
filing
of this registration statement.

                                  PROSPECTUS

                      Atlantic Syndication Network, Inc.
                       3,100,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by Atlantic Syndication
Network, Inc., a Nevada corporation ("ASNI"), of shares of its $.001 par
value
per share common stock to certain employees, officers, directors and
consultants
(the "Consultants") pursuant to the 2005 Non-Qualified Stock & Stock
Option
Plan
(the "Plan") and a consulting agreement.  Pursuant to the Plan and the
consulting agreement, ASNI is registering hereunder and then issuing, upon
receipt of adequate consideration therefore, to the Consultants, an
aggregate
of
3,100,000 shares of common stock.

     The common stock is not subject to any restriction on
transferability.
Recipients of shares other than persons who are "affiliates" of ASNI
within
the
meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the
shares in any way permitted by law, including sales in the over-the-
counter
market at prices prevailing at the time of such sale.  ASNI is not
registering
any shares hereunder for affiliates of the company.  An affiliate is
summarily,
any director, executive officer or controlling shareholder of ASNI or
anyone
of
its subsidiaries.  An "affiliate" of ASNI is subject to Section 16(b) of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  If a
consultant who is not now an "affiliate" becomes an "affiliate" of ASNI in
the
future, he/she would then be subject to Section 16(b) of the Exchange Act.
The
common stock is traded on the OTC Bulletin Board under the symbol "ASNI."
On
March 1, 2005, the closing price for the common stock was $.10 per share.

     These Securities Have Not Been Approved Or Disapproved By The
Securities
And Exchange Commission Nor Has The Commission Passed Upon The Accuracy Or
Adequacy Of This Prospectus. Any Representation To The Contrary Is A
Criminal
Offense.

                 The date of this prospectus is March __, 2005

     This prospectus is part of a registration statement which was filed
and
became effective under the Securities Act of 1933, as amended (the
"Securities
Act"), and does not contain all of the information set forth in the
registration
statement, certain portions of which have been omitted pursuant to the
rules
and
regulations promulgated by the U.S. Securities and Exchange Commission
(the
"Commission") under the Securities Act.  The statements in this prospectus
as
to
the contents of any contracts or other documents filed as an exhibit to
either
the registration statement or other filings by ASNI with the Commission
are
qualified in their entirety by the reference thereto.

     A copy of any document or part thereof incorporated by reference in
this
prospectus but not delivered herewith will be furnished without charge
upon
written or oral request.  Requests should be addressed to:  Atlantic
Syndication
Network, Inc., 6125 West Edna Ave., Las Vegas, Nevada 89146. ASNI's
telephone
number is (702) 388-8800.

     ASNI is subject to the reporting requirements of the Exchange Act and
in
accordance therewith files reports and other information with the
Commission.
These reports, as well as the proxy statements, information statements and
other
information filed by ASNI under the Exchange Act may be inspected and
copied
at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549.

     No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if
given
or
made, such other information or representation must not be relied upon as
having
been authorized by ASNI.  This prospectus does not constitute an offer or
a
solicitation by anyone in any state in which such is not authorized or in
which
the person making such is not qualified or to any person to whom it is
unlawful
to make an offer or solicitation.

     Neither the delivery of this prospectus nor any sale made hereunder
shall,
under any circumstances, create any implication that there has not been a
change
in the affairs of ASNI since the date hereof.

                              TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus     6

Item 1.  The Plan Information     6

Item 2.  Registrant Information and Employee Plan Annual Information     7

Information Required in the Registration Statement	7

Item 3.  Incorporation of Documents by Reference     7

Item 4.  Description of Securities     8

Item 5.  Interests of Named Experts and Counsel     8

Item 6.  Indemnification of Directors and Officers     8

Item 7.  Exemption from Registration Claimed     9

Item 8.  Exhibits     9

Item 9.  Undertakings     9

Signatures......
	1
2

                                PART 1

                INFORMATION REQUIRED IN THE SECTION 10(a)

                              PROSPECTUS

Item 1.          The Plan Information.

The Company

ASNI has its principal executive offices at 6125 West Edna Ave., Las
Vegas,
Nevada 89146. ASNI's telephone number is (702) 388-8800.

Purpose

ASNI will issue common stock to certain employees, officers, directors and
consultants (the "Consultants") pursuant to the 2005 Non-Qualified Stock &
Stock
Option Plan (the "Plan") and a consulting agreement, which have been
approved
by
the Board of Directors of ASNI. The Plan is intended to provide a method
whereby
ASNI may be stimulated by the personal involvement of the Consultants in
ASNI's
future prosperity, thereby advancing the interests of ASNI, and all of its
shareholders. Copies of the Plan and the consulting agreement have been
filed
as
exhibits to this registration statement.

Common Stock

The Board has authorized the issuance of up to 3,100,000 shares of the
common
stock to the Consultants upon effectiveness of this registration
statement.

No Restrictions on Transfer

The Consultants will become the record and beneficial owners of the shares
of
common stock upon issuance and delivery and are entitled to all of the
rights
of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.

Tax Treatment to the Consultants

The common stock is not qualified under Section 401(a) of the Internal
Revenue
Code. The Consultants, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance
unless
the shares are subject to a substantial risk of forfeiture. Accordingly,
absent
a specific contractual provision to the contrary, the Consultants will
receive
compensation taxable at ordinary rates equal to the fair market value of
the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. If, however, the Consultants
receive shares of common stock pursuant to the exercise of an option or
options
at an exercise price below the fair market value of the shares on the date
of
exercise, the difference between the exercise price and the fair market
value
of
the stock on the date of exercise will be deemed compensation for federal
income
tax purposes. The Consultants are urged to consult each of their tax
advisors
on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of
the
Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance
with
the foregoing discussion will be a tax deductible expense by ASNI for
federal
income tax purposes in the taxable year of ASNI during which the recipient
recognizes income.

Restrictions on Resales

In the event that an affiliate of ASNI acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.
Further, in the event that any affiliate acquiring shares hereunder has
sold
or
sells any shares of common stock in the six months preceding or following
the
receipt of shares hereunder, any so called "profit," as computed under
Section
16(b) of the Exchange Act, would be required to be disgorged from the
recipient
to ASNI. Services rendered have been recognized as valid consideration for
the
"purchase" of shares in connection with the "profit" computation under
Section
16(b) of the Exchange Act. ASNI has agreed that for the purpose of any
"profit"
computation under Section 16(b) of the Exchange Act, the price paid for
the
common stock issued to affiliates is equal to the value of services
rendered.
Shares of common stock acquired hereunder by persons other than affiliates
are
not subject to Section 16(b) of the Exchange Act.

Item 2.  Registrant Information and Employee Plan Annual Information

The documents incorporated by reference in Item 3 of Part II of the Form
S-8,
and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the company,
without
charge, upon written or oral request. Requests for documents should be
directed
to the CFO of the company at 6125 West Edna Ave., Las Vegas, Nevada 89146.
The
documents incorporated by reference in Item 3 of Part II of the Form S-8
are
also incorporated in this Prospectus by reference thereto.

                                PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission
(the "Commission") by Atlantic Syndication Network, Inc., a Nevada
corporation,
are incorporated herein by reference:

(a)  The company's latest Annual Report on Form 10-KSB for the year ended
February 28, 2004, filed with the Securities and Exchange Commission on
June
1,
2004 and amended on July 13, 2004;

(b)  The reports of the company filed pursuant to Section 13(a) or 15(d)
of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended February 28, 2004;
(c)  A description of the company's common stock, which is contained in
the
Form
10-SB filed by the company with the Commission on June 15, 1999, as
amended
through the date hereof; and

(d)  All other documents filed by the company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement 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 this Registration Statement and to be a
part
hereof from the date of filing such documents.

Item 4.          Description of Securities.

     Not applicable.

Item 5.          Interests of Named Experts and Counsel.

     The financial statements of ASNI, incorporated by reference in this
prospectus as of and for the year ended February 28, 2004 have been
audited
by
Larry O'Donnell, CPA, PC of Aurora, Colorado, independent auditors,
independent
certified public accountants, as set forth in their report incorporated
herein
by reference, and are incorporated herein in reliance upon the authority
of
said
firm as experts in auditing and accounting.

Item 6.          Indemnification of Directors and Officers
Section 78.7502 of Chapter 78 of the Nevada Revised statutes empowers a
corporation to indemnify any person who was or is a party or is threatened
to
be
made a party to any threatened, pending or completed action, suit or
proceeding,
whether civil, criminal, administrative or investigative (other than an
action
by or in the right of the corporation) by reason of the fact that he is or
was a
director, officer, employee or agent of the corporation, or is or was
serving
at
the request of the corporation as a director, officer, employee or agent
of
another corporation or enterprise, against expenses, including attorneys'
fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred
by him in connection with such action, suit or proceeding if he acted in
good
faith and in a manner he reasonably believed to be in or not opposed to
the
best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful.
No
indemnification may be made in respect of any claim, issue or matter as to
which
such person shall have been adjudged by a court of competent jurisdiction
after
exhaustion of all appeals therefrom to be liable to the corporation or for
amounts paid in settlement to the corporation unless and only to the
extent
that
the court in which such action or suit was brought or other court of
competent
jurisdiction determines that in view of all the circumstances of the case,
such
person is fairly and reasonably entitled to indemnity for such expenses as
the
court deems proper.

Item 7.          Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

(a)     The following exhibits are filed as part of this registration
statement
pursuant to Item 601 of the Regulation S-K and are specifically
incorporated
herein by this reference:

Exhibit No.     Title
5.1             Legal opinion of Weed & Co. LLP
10.1            2005 Non-Qualified Stock & Stock Option Plan
10.2            Fee Agreement for Professional Services with April E.
Frisby
of
Weed & Co. LLP
23.1            Consent of Weed & Co. LLP (included in the opinion filed
as
Exhibit 5.1 hereto).
23.2            Consent of Larry O' Donnell, CPA, PC

Item 9.         Undertakings.

The undersigned registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being
made,
a post-effective amendment to this registration statement to:

     (i)     include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii)     reflect in the prospectus any facts or events arising after
the
effective date of the registration statement (or the most recent post-
effective
amendment thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the registration
statement;

     (iii)    include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any
material change to such information in this registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information
required [or] to be included in a post-effective amendment by those
paragraphs
is contained in periodic reports filed by the registrant pursuant to
section
13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated
by
reference in the registration statement.

(2)     That, for the purpose of determining any liability pursuant to 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 offered 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.

(4)     Insofar as indemnification for liabilities arising under the
Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant
has
been advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Securities
Act
and
is therefore, unenforceable.  In the event that a claim for
indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of
registrant
in
the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities
being
registered, registrant will, unless in the opinion of its counsel the
matter
has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public
policy
as expressed in the Act and will be governed by the final adjudication of
such
issue.

(5)     The undersigned hereby undertakes that, for purposes of
determining
any
liability under the Securities Act of 1933, each filing of registrant's
annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant
to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
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.

                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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, in the City of Las Vegas, State of Nevada, on March 3, 2005.

                                  ATLANTIC SYNDICATION NETWORK, INC.
                                  (Registrant)

                                  /s/ Kent Wyatt, Sr.
                                  Kent Wyatt, Sr.,
                                  President and Chief 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.

Signatures                   Title                         Date

/s/ Kent Wyatt, Sr.          Chief Executive Officer,      March 3, 2005
Kent Wyatt, Sr.              President & Director

/s/ Sarah E. Wyatt           Corporate Secretary &         March 3, 2005
Sarah E. Wyatt               Director

/s/ Glen Schlosser           Treasurer (Chief Financial    March 3, 2005
Glen Schlosser               Officer and Chief
                             Accounting Officer) &
                             Director

/s/Michael Edwards           Director                      March 3, 2005
Michael Edwards

EXHIBIT 5.1 Legal Opinion of Weed & Co. LLP

WEED & CO. LLP
4695 MACARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA  92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

March 3, 2005

Board of Directors
Atlantic Syndication Network, Inc.
6125 West Edna
Las Vegas, NV 89146

Re:  Form S-8 Registration Statement; Opinion of Counsel

Dear Members of the Board:

You have requested our opinion with respect to certain matters in
connection
with Atlantic Syndication Network, Inc.'s (the "Company") filing of a
registration statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of 3,100,000
shares
of
the Company's common stock, $.001 par value (the "Shares"), pursuant to
the
2005
Non-Qualified Stock & Stock Option Plan (the "Plan") and a Fee Agreement
for
Professional Services.

In connection with this opinion, we have examined the Registration
Statement,
the Plan, consulting agreement and such other documents, records,
certificates,
memoranda and other instruments as we deemed necessary for the basis of
this
opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals and the conformity to originals of all
documents
submitted to us as copies and the due execution and delivery of all
documents
where due execution and delivery are a prerequisite to the effectiveness
thereof.

On the basis of the foregoing, and in reliance thereon, we are of the
opinion
that the Shares, when sold and issued in accordance with the Plan and
consulting
agreement and the Registration Statement and related prospectus, will be
legally
issued, fully paid and non-assessable.

Further, we consent to the use of this opinion as an exhibit to the Form
S-8
Registration Statement and to the reference to this firm in any prospectus
which
is incorporated by reference into and made a part of the Registration
Statement.

                                    Very truly yours,

                                    /s/Weed & Co. LLP
                                    Weed & Co. LLP

EXHIBIT 10.1  2005 Non-Qualified Stock & Stock Option Plan

2005 NON-QUALIFIED STOCK & STOCK OPTION PLAN

1.     Purpose of Plan

     1.1    This  2005 NON-QUALIFIED STOCK & STOCK OPTION PLAN (the
"Plan")
of
Atlantic Syndication Network, Inc., a Nevada corporation (the "Company")
for
employees, officers, directors, consultants and other persons associated
with
the Company, is intended to advance the best interests of the Company by
providing those persons who have a substantial responsibility for its
management
and growth with additional incentive and by increasing their proprietary
interest in the success of the Company, thereby encouraging them to
maintain
their relationships with the Company.  Further, the availability and
offering
of
stock options and common stock under the Plan supports and increases the
Company's ability to attract and retain individuals of exceptional talent
upon
whom, in large measure, the sustained progress, growth and profitability
of
the
Company depends.

2.     Definitions

     2.1    For Plan purposes, except where the context might clearly
indicate
otherwise, the following terms shall have the meanings set forth below:

"Board" shall mean the Board of Directors of the Company.

"Committee" shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to
administer
the
Plan, or the Board if no committees have been established.  The Committee
shall
be composed of three or more persons as from time to time are appointed to
serve
by the Board.  Each member of the Committee, while serving as such, shall
be
a
disinterested person with the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.

"Common Shares" shall mean the Company's Common Shares, $.001 par value
per
share, or, in the event that the outstanding Common Shares are hereafter
changed
into or exchanged for different shares of securities of the Company, such
other
shares or securities.

"Company" shall mean Atlantic Syndication Network, Inc., a Nevada
corporation,
and any parent or subsidiary corporation of Atlantic Syndication Network,
Inc.,
as such terms are defined in Sections 425(e) and 425(f), respectively, of
the
Code.

"Fair Market Value" shall mean, with respect to the date a given stock
option
is
granted or exercised, the average of the highest and lowest reported sales
prices of the Common Shares, as reported by such responsible reporting
service
as the Committee may select, or if there were not transactions in the
Common
Shares on such day, then the last preceding day on which transactions took
place.  The above withstanding, the Committee may determine the Fair
Market
Value in such other manner as it may deem more equitable for Plan purposes
or
as
is required by applicable laws or regulations.

"Optionee" shall mean an employee of the company who has been granted one
or
more Stock Options under the Plan.

"Common Stock" shall mean shares of common stock which are issued by the
Company
pursuant to Section 5, below.

"Common Stockholder" means the employee of, consultant to, or director of
the
Company or other person to whom shares of Common Stock are issued pursuant
to
this Plan.

"Common Stock Agreement" means an agreement executed by a Common
Stockholder
and
the Company as contemplated by Section 5, below, which imposes on the
shares
of
Common Stock held by the Common Stockholder such restrictions as the Board
or
Committee deem appropriate.

"Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a
stock
option granted pursuant to the terms of the Plan.

"Stock Option Agreement" shall mean the agreement between the Company and
the
Optionee under which the Optionee may purchase Common Shares hereunder.

3.    Administration of the Plan

     3.1   The Committee shall administer the Plan and accordingly, it
shall
have full power to grant Stock Options and Common Stock, construe and
interpret
the Plan, establish rules and regulations and perform all other acts,
including
the delegation of administrative responsibilities, it believes reasonable
and
proper.

     3.2   The determination of those eligible to receive Stock Options
and
Common Stock, and the amount, type and timing of each grant and the terms
and
conditions of the respective stock option agreements and Common stock
agreements
shall rest in the sole discretion of the Committee, subject to the
provisions
of
the Plan.

     3.3   The Committee may cancel any Stock Options awarded under the
Plan
if
an Optionee conducts himself in a manner which the Committee determines to
be
inimical to the best interest of the Company, as set forth more fully in
paragraph 8 of Article 11 of the Plan.

     3.4   The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any granted
Stock
Option, in the manner and to the extent it shall deem necessary to carry
it
into
effect.

     3.5   Any decision made, or action taken, by the Committee or the
Board
arising out of or in connection with the interpretation and administration
of
the Plan shall be final and conclusive.

     3.6   Meetings of the Committee shall be held at such times and
places
as
shall be determined by the Committee.  A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and
the
vote of a majority of those members present at any meeting shall decide
any
question brought before that meeting.  In addition, the Committee may take
any
action otherwise proper under the Plan by the affirmative vote, taken
without
a
meeting, of a majority of its members.

     3.7   No member of the Committee shall be liable for any act or
omission
of
any other member of the Committee or for any act or omission on his own
part,
including, but not limited to, the exercise of any power or discretion
given
to
him under the Plan, except those resulting from his own gross negligence
or
willful misconduct.

     3.8   The Company, through its management, shall supply full and
timely
information to the Committee on all matters relating to the eligibility of
Optionees, their duties and performance, and current information on any
Optionee's death, retirement, disability or other termination of
association
with the Company, and such other pertinent information as the Committee
may
require.  The Company shall furnish the Committee with such clerical and
other
assistance as is necessary in the performance of its duties hereunder.

4.    Shares Subject to the Plan

     4.1   The total number of shares of the Company available for grants
of
Stock Options and Common Stock under the Plan shall be 3,000,000 Common
Shares,
subject to adjustment in accordance with Article 7 of the Plan, which
shares
may
be either authorized but unissued or reacquired Common Shares of the
Company.

     4.2   If a Stock Option or portion thereof shall expire or terminate
for
any reason without having been exercised in full, the unpurchased shares
covered
by such NQSO shall be available for future grants of Stock Options.

5.    Award Of Common Stock

     5.1   The Board or Committee from time to time, in its absolute
discretion,
may (a) award Common Stock to employees of, consultants to, and directors
of
the
Company, and such other persons as the Board or Committee may select, and
(b)
permit Holders of Options to exercise such Options prior to full vesting
therein
and hold the Common Shares issued upon exercise of the Option as Common
Stock.
In either such event, the owner of such Common Stock shall hold such stock
subject to such vesting schedule as the Board or Committee may impose or
such
vesting schedule to which the Option was subject, as determined in the
discretion of the Board or Committee.

     5.2   Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the
Company
and
which shall contain such terms and conditions as the Board or Committee
shall
determine consistent with this Plan, including such restrictions on
transfer
as
are imposed by the Common Stock Agreement.

     5.3   Upon delivery of the shares of Common Stock to the Common
Stockholder, below, the Common Stockholder shall have, unless otherwise
provided
by the Board or Committee, all the rights of a stockholder with respect to
said
shares, subject to the restrictions in the Common Stock Agreement,
including
the
right to receive all dividends and other distributions paid or made with
respect
to the Common Stock.

     5.4.   Notwithstanding anything in this Plan or any Common Stock
Agreement
to the contrary, no Common Stockholders may sell or otherwise transfer,
whether
or not for value, any of the Common Stock prior to the date on which the
Common
Stockholder is vested therein.

     5.5   All shares of Common Stock issued under this Plan (including
any
shares of Common Stock and other securities issued with respect to the
shares
of
Common Stock as a result of stock dividends, stock splits or similar
changes
in
the capital structure of the Company) shall be subject to such
restrictions
as
the Board or Committee shall provide, which restrictions may include,
without
limitation, restrictions concerning voting rights, transferability of the
Common
Stock and restrictions based on duration of employment with the Company,
Company
performance and individual performance; provided that the Board or
Committee
may, on such terms and conditions as it may determine to be appropriate,
remove
any or all of such restrictions.  Common Stock may not be sold or
encumbered
until all applicable restrictions have terminated or expire.  The
restrictions,
if any, imposed by the Board or Committee or the Board under this Section
5
need
not be identical for all Common Stock and the imposition of any
restrictions
with respect to any Common Stock shall not require the imposition of the
same
or
any other restrictions with respect to any other Common Stock.

     5.6   Each Common Stock Agreement shall provide that the Company
shall
have
the right to repurchase from the Common Stockholder the unvested Common
Stock
upon a termination of employment, termination of directorship or
termination
of
a consultancy arrangement, as applicable, at a cash price per share equal
to
the
purchase price paid by the Common Stockholder for such Common Stock.

     5.7   In the discretion of the Board or Committee, the Common Stock
Agreement may provide that the Company shall have the a right of first
refusal
with respect to the Common Stock and a right to repurchase the vested
Common
Stock upon a termination of the Common Stockholder's employment with the
Company, the termination of the Common Stockholder's consulting
arrangement
with
the Company, the termination of the Common Stockholder's service on the
Company's Board, or such other events as the Board or Committee may deem
appropriate.

     5.8   The Board or Committee shall cause a legend or legends to be
placed
on certificates representing shares of Common Stock that are subject to
restrictions under Common Stock Agreements, which legend or legends shall
make
appropriate reference to the applicable restrictions.

6.    Stock Option Terms and Conditions

     6.1   Consistent with the Plan's purpose, Stock Options may be
granted
to
non-employee directors of the Company or other persons who are performing
or
who
have been engaged to perform services of special importance to the
management,
operation or development of the Company.

     6.2   All Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan,
and
such
other provisions as the Committee may adopt, including the provisions set
forth
in paragraphs 2 through 11 of this Section 6.

     6.3   All Stock Options granted hereunder must be granted within ten
years
from the earlier of the date of this Plan is adopted or approved by the
Company's shareholders.

     6.4   No Stock Option granted to any employee or 10% Shareholder
shall
be
exercisable after the expiration of ten years from the date such NQSO is
granted.  The Committee, in its discretion, may provide that an Option
shall
be
exercisable during such ten year period or during any lesser period of
time.

     The Committee may establish installment exercise terms for a Stock
Option
such that the NQSO becomes fully exercisable in a series of cumulating
portions.
If an Optionee shall not, in any given installment period, purchase all
the
Common Shares which such Optionee is entitled to purchase within such
installment period, such Optionee's right to purchase any Common Shares
not
purchased in such installment period shall continue until the expiration
or
sooner termination of such NQSO.  The Committee may also accelerate the
exercise
of any NQSO.  However, no NQSO, or any portion thereof, may be exercisable
until
thirty (30) days following date of grant ("30-Day Holding Period.").

     6.5   A Stock Option, or portion thereof, shall be exercised by
delivery
of
(i)  a written notice of exercise of the Company specifying the number of
common
shares to be purchased, and (ii)  payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section 6.

     No NQSO or installment thereof shall be exercisable except with
respect
to
whole shares, and fractional share interests shall be disregarded.  Not
less
than 100 Common Shares may be purchased at one time unless the number
purchased
is the total number at the time available for purchase under the NQSO.
Until
the Common Shares represented by an exercised NQSO are issued to an
Optionee,
he
shall have none of the rights of a shareholder.

     6.6   The exercise price of a Stock Option, or portion thereof, may
be
paid:

          A.    In United States dollars, in cash or by cashier's check,
certified check, bank draft or money order, payable to the order of the
Company
in an amount equal to the option price;  or

          B.    At the discretion of the Committee, through the delivery
of
fully paid and nonassessable Common Shares, with an aggregate Fair Market
Value
on the date the NQSO is exercised equal to the option price, provided such
tendered Shares have been owned by the Optionee for at least one year
prior
to
such exercise;  or

          C.    By a combination of both A and B above.

          The Committee shall determine acceptable methods for tendering
Common
Shares as payment upon exercise of a Stock Option and may impose such
limitations and prohibitions on the use of Common Shares to exercise an
NQSO
as
it deems appropriate.

     6.7   With the Optionee's consent, the Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

     6.8   Except by will or the laws of descent and distribution, no
right
or
interest in any Stock Option granted under the Plan shall be assignable or
transferable, and no right or interest of any Optionee shall be liable
for,
or
subject to, any lien, obligation or liability of the Optionee.  Stock
Options
shall be exercisable during the Optionee's lifetime only by the Optionee
or
the
duly appointed legal representative of an incompetent Optionee.

     6.9   If the Optionee shall die while associated with the Company or
within
three months after termination of such association, the personal
representative
or administrator of the Optionee's estate or the person(s) to whom an NQSO
granted hereunder shall have been validly transferred by such personal
representative or administrator pursuant to the Optionee's will or the
laws
of
descent and distribution, shall have the right to exercise the NQSO for
one
year
after the date of the Optionee's death, to the extent (i)  such NQSO was
exercisable on the date of such termination of employment by death, and
(ii)
such NQSO was not exercised, and (iii)  the exercise period may not be
extended
beyond the expiration of the term of the Option.

           No transfer of a Stock Option by the will of an Optionee or by
the
laws of descent and distribution shall be effective to bind the Company
unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee
may
deem necessary to establish the validity of the transfer and the
acceptance
by
the transferee or transferee of the terms and conditions by such Stock
Option.

           In the event of death following termination of the Optionee's
association with the Company while any portion of an NQSO remains
exercisable,
the Committee, in its discretion, may provide for an extension of the
exercise
period of up to one year after the Optionee's death but not beyond the
expiration of the term of the Stock Option.

     6.10   Any Optionee who disposes of Common Shares acquired on the
exercise
of a NQSO by sale or exchange either (i) within two years after the date
of
the
grant of the NQSO under which the stock was acquired, or (ii) within one
year
after the acquisition of such Shares, shall notify the Company of such
disposition and of the amount realized upon such disposition.  The
transfer
of
Common Shares may also be governed by applicable provisions of the
Securities
Act of 1933, as amended.

7.    Adjustments or Changes in Capitalization

     7.1   In the event that the outstanding Common Shares of the Company
are
hereafter changed into or exchanged for a different number or kind of
shares
or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares,
stock
split-up or stock dividend:

          A.     Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of shares
subject
to
Stock Options which may be granted under the Plan, such that the Optionee
shall
have the right to purchase such Common Shares as may be issued in exchange
for
the Common Shares purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken place;

          B.     Rights under unexercised Stock Options or portions
thereof
granted prior to any such change, both as to the number or kind of shares
and
the exercise price per share, shall be adjusted appropriately, provided
that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment
in
the
price for each share covered by such NQSO's;  or

          C.     Upon any dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation,
each
outstanding Stock Option granted hereunder shall terminate, but the
Optionee
shall have the right, immediately prior to such dissolution, liquidation,
merger
or combination, to exercise his NQSO in whole or in part, to the extent
that
it
shall not have been exercised, without regard to any installment exercise
provisions in such NQSO.

     7.2     The foregoing adjustments and the manner of application of
the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof,
shall
be final, binding and conclusive.  No fractional Shares shall be issued
under
the Plan on account of any such adjustments.

8.     Merger, Consolidation or Tender Offer

     8.1     If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all the
assets
of the Company, each outstanding Stock Option shall pertain and apply to
the
securities and/or property which a shareholder of the number of Common
Shares
of
the Company subject to the NQSO would be entitled to receive pursuant to
such
merger, consolidation or reorganization or sale of assets.

     8.2     In the event that:

          A.     Any person other than the Company shall acquire more than
20%
of the Common Shares of the Company through a tender offer, exchange offer
or
otherwise;

          B.     A change in the "control" of the Company occurs, as such
term
is defined in Rule 405 under the Securities Act of 1933;

          C.     There shall be a sale of all or substantially all of the
assets
of the Company;

any then outstanding Stock Option held by an Optionee, who is deemed by
the
Committee to be a statutory officer ("Insider") for purposes of Section 16
of
the Securities Exchange Act of 1934 shall be entitled to receive, subject
to
any
action by the Committee revoking such an entitlement as provided for
below,
in
lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between
the
aggregate exercise price of such NQSO, or portion thereof, and, (i)  in
the
event of an offer or similar event, the final offer price per share paid
for
Common Shares, or such lower price as the Committee may determine to
conform
an
option to preserve its Stock Option status, times the number of Common
Shares
covered by the NQSO or portion thereof, or (ii)  in the case of an event
covered
by B or C above, the aggregate Fair Market Value of the Common Shares
covered
by
the Stock Option, as determined by the Committee at such time.

     8.3   Any payment which the Company is required to make pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days,
following
the event which results in the Optionee's right to such payment.  In the
event
of a tender offer in which fewer than all the shares which are validly
tendered
in compliance with such offer are purchased or exchanged, then only that
portion
of the shares covered by an NQSO as results from multiplying such shares
by a
fraction, the numerator of which is the number of Common Shares acquired
pursuant to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer shall be used to determine
the
payment thereupon.  To the extent that all or any portion of a Stock
Option
shall be affected by this provision, all or such portion of the NQSO shall
be
terminated.

     8.4   Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the
Committee may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions;  provided, however, that such vote is
taken
no
later than ten business days following public announcement of the intent
of
an
offer or the change of control, whichever occurs earlier.

9.          Amendment and Termination of Plan

     9.1   The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in
such
respects as the Board may deem appropriate and in the best interest of the
Company.

     9.2   No amendment, suspension or termination of this Plan shall,
without
the Optionee's consent, alter or impair any of the rights or obligations
under
any Stock Option theretofore granted to him under the Plan.

     9.3   The Board may amend the Plan, subject to the limitations cited
above,
in such manner as it deems necessary to permit the granting of Stock
Options
meeting the requirements of future amendments or issued regulations, if
any,
to
the  Code.

     9.4   No NQSO may be granted during any suspension of the Plan or
after
termination of the Plan.

10.     Government and Other Regulations

     10.1   The obligation of the Company to issue, transfer and deliver
Common
Shares for Stock Options exercised under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approval which shall then
be
in
effect and required by the relevant stock exchanges on which the Common
Shares
are traded and by government entities as set forth below or as the
Committee
in
its sole discretion shall deem necessary or advisable.  Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of
any
Stock Option, the Company shall not be required to issue Common Shares
unless
the Committee has received evidence satisfactory to it to the effect that
the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel
satisfactory
to the Company has been received by the Company to the effect that such
registration is not required.  Any determination in this connection by the
Committee shall be final, binding and conclusive.  The Company may, but
shall
in
no event be obligated to, take any other affirmative action in order to
cause
the exercise of a Stock Option or the issuance of Common Shares pursuant
thereto
to comply with any law or regulation of any government authority.

11.     Miscellaneous Provisions

     11.1   No person shall have any claim or right to be granted a Stock
Option
or Common Stock under the Plan, and the grant of an NQSO or Common Stock
under
the Plan shall not be construed as giving an Optionee or Common
Stockholder
the
right to be retained by the Company.  Furthermore, the Company expressly
reserves the right at any time to terminate its relationship with an
Optionee
with or without cause, free from any liability, or any claim under the
Plan,
except as provided herein, in an option agreement, or in any agreement
between
the Company and the Optionee.

     11.2   Any expenses of administering this Plan shall be borne by the
Company.

     11.3   The payment received from Optionee from the exercise of Stock
Options under the Plan shall be used for the general corporate purposes of
the
Company.

     11.4   The place of administration of the Plan shall be in the State
of
Nevada, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating
to
the
Plan, shall be determined solely in accordance with the laws of the State
of
Nevada.

     11.5   Without amending the Plan, grants may be made to persons who
are
foreign nationals or employed outside the United States, or both, on such
terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be
necessary
or
desirable to create equitable opportunities given differences in tax laws
in
other countries.

     11.6   In addition to such other rights of indemnification as they
may
have
as members of the Board or the Committee, the members of the Committee
shall
be
indemnified by the Company against all costs and expenses reasonably
incurred
by
them in connection with any action, suit or proceeding to which they or
any
of
them may be party by reason of any action taken or failure to act under or
in
connection with the Plan or any Stock Option granted thereunder, and
against
all
amounts paid by them in settlement thereof (provided such settlement is
approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except
a
judgment based upon a finding of bad faith;  provided that upon the
institution
of any such action, suit or proceeding a Committee member shall, in
writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same, with counsel acceptable to the Optionee,
before
such Committee member undertakes to handle and defend it on his own
behalf.

     11.7   Stock Options may be granted under this Plan from time to
time,
in
substitution for stock options held by employees of other corporations who
are
about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the
acquisition
by the Company of the assets of the employing corporation or the
acquisition
by
the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company.  The terms and conditions of such
substitute stock options so granted may vary from the terms and conditions
set
forth in this Plan to such extent as the Board of Directors of the Company
at
the time of grant may deem appropriate to conform, in whole or in part, to
the
provisions of the stock options in substitution for which they are
granted,
but
no such variations shall be such as to affect the status of any such
substitute
stock options as a stock option under Section 422A of the Code.

     11.8   Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the
Optionee
has
been engaged in fraud, embezzlement, theft, insider trading in the
Company's
stock, commission of a felony or proven dishonesty in the course of his
association with the Company or any subsidiary corporation which damaged
the
Company or any subsidiary corporation, or for disclosing trade secrets of
the
Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the Company
has
not yet delivered the certificates and which have been earlier granted to
the
Optionee by the Committee.  The decision of the Committee as to the cause
of
an
Optionee's discharge and the damage done to the Company shall be final.
No
decision of the Committee, however, shall affect the finality of the
discharge
of such Optionee by the Company or any subsidiary corporation in any
manner.

12.     Written Agreement

     12.1   Each Stock Option granted hereunder shall be embodied in a
written
Stock Option Agreement which shall be subject to the terms and conditions
prescribed above and shall be signed by the Optionee and by the President
or
any
Vice President of the Company, for and in the name and on behalf of the
Company.
Such Stock Option Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.

Number of Shares:                                   Date of Grant:

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT made this _______ day of ____________ 200___, between
_________________________________the "Optionee"), and Atlantic Syndication
Network, Inc., Inc. (the "Company").

     1.   Grant of Option

          The Company, pursuant to the provisions of the 2005 NON-
QUALIFIED
STOCK & STOCK OPTION PLAN (the "Plan"), adopted by the Board of Directors
on
______________, 2005, the Company hereby grants to the Optionee, subject
to
the
terms and conditions set forth or incorporated herein, an option to
purchase
from the Company all or any part of an aggregate of ________________shares
of
its $.001 par value common stock, as such common stock is now constituted,
at
the purchase price of $ __________ per share.  The provisions of the Plan
governing the terms and conditions of the Option granted hereby are
incorporated
in full herein by reference.

     2.     Exercise

          The Option evidenced hereby shall be exercisable in whole or in
part
on or after _____________________ and on or before,
______________________,
provided that the cumulative number of shares of common stock as to which
this
Option may be exercised (except in the event of death, retirement, or
permanent
and total disability, as provided in paragraph 6.9 of the Plan) shall not
exceed
the following amounts:

          Cumulative Number               Prior to Date
          of Shares                       (Note Inclusive of)

The Option evidenced hereby shall be exercisable by the delivery to and
receipt
by the Company of (i)  written notice of election to exercise, in the form
set
forth in Attachment B hereto, specifying the number of shares to be
purchased;
(ii)  accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the
Company,
or by a combination thereof, and  (iii)  by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I hereof.
In
the event fully paid and nonassessable common stock is submitted as whole
or
partial payment for shares to be purchased hereunder, such common stock
will
be
valued at their Fair Market Value (as defined in the Plan) on the date
such
shares received by the Company are applied to payment of the exercise
price.

     3.     Transferability

            The Option evidenced hereby is not assignable or transferable
by
the
Optionee other than by the Optionee's will or by the laws of descent and
distribution, as provided in paragraph 6.9 of the Plan.  The Option shall
be
exercisable only by the Optionee during his lifetime.

                                    Atlantic Syndication Network, Inc.

                                    By:
                                    Name:
ATTEST:                             Title:

____________________________________
Secretary

          Optionee hereby acknowledges receipt of a copy of the Plan,
attached
hereto and accepts this Option subject to each and every term and
provision
of
such Plan.  Optionee hereby agrees to accept as binding, conclusive and
final,
all decisions or interpretations of the of the Board of Directors
administering
the Plan on any questions arising under such Plan.  Optionee recognizes
that
if
Optionee's employment with the Company or any subsidiary thereof shall be
terminated without cause, or by the Optionee, prior to completion or
satisfactory performance by Optionee (except as otherwise provided in
paragraph
6 of the Plan) all of the Optionee's rights hereunder shall thereupon
terminate;
and that, pursuant to paragraph 6 of the Plan, this Option may not be
exercised
while there is outstanding to Optionee any unexercised Stock Option
granted
to
Optionee before the date of grant of this Option.

Dated:_________________________
________________________________________
                                    Optionee

________________________________________
                                    Print Name

________________________________________
                                    Address

________________________________________
                                    Social Security No.

ATTACHMENT B

                                NOTICE OF EXERCISE

To:     Atlantic Syndication Network, Inc.

(1)     The undersigned hereby elects to purchase ________ shares of
Common
Shares (the "Common Shares"), of Atlantic Syndication Network, Inc.
pursuant
to
the terms of the attached Non-Qualified Stock Option Agreement, and
tenders
herewith payment of the exercise price in full, together with all
applicable
transfer taxes, if any.

(2)     Please issue a certificate or certificates representing said
shares
of
Common Shares in the name of the undersigned or in such other name as is
specified below:

                             _______________________________
                             (Name)

                             _______________________________
                             (Address)
                             _______________________________

                             _______________________________
                             Dated

                             _______________________________
                             Signature

Optionee: __________________________ Date of Grant: _____________________

                                  SCHEDULE I

DATE       SHARES PURCHASED    PAYMENT      UNEXERCISED       ISSUING
                               RECEIVED     SHARES            OFFICER
                                            REMAINING         INITIALS

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

EXHIBIT 10.2          Fee Agreement for Professional Services with April
E.
Frisby of Weed & Co. LLP

February 24, 2005

Kent Wyatt
Chief Executive Officer
Atlantic Syndication Network, Inc.
6125 West Edna
Las Vegas, NV 89146
Telephone: (702) 388-8800
Facsimile: (702) 496-2008

Via E-Mail: Asnitv@cox.net

          RE: Fee Agreement for Professional Services

Dear Mr.Wyatt:

The purpose of this letter is to memorialize a fee agreement for legal
services.
This fee agreement is between Atlantic Syndication Network, Inc., a Nevada
corporation ("ASNI"), and Weed & Co. LLP, a California limited liability
partnership ("Weed LLP").

Weed LLP shall render the following legal services described in Exhibit A
attached hereto and ASNI may engage Weed LLP on any new matters as agreed
upon
from time to time in exchange for payment of fees determined in accordance
with
this agreement. Weed LLP makes no promises or guarantees regarding the
outcome
of matters upon which Weed LLP is engaged to represent ASNI.

To protect both of the parties and to comply with professional
obligations,
we
have already discussed with each other and resolved any potential
conflicts
of
interest with present or former clients.  The services that Weed LLP will
provide shall be in accordance with the following terms and conditions.
We
advise you to seek the advice of independent counsel before signing this
agreement.

Professional Fees

Fees are based upon the reasonable value of Weed LLP's services as
determined
in
accordance with the American Bar Association Model Code of Professional
Responsibility and the California & Texas Rules of Professional Conduct.
Fees
are based on the rates charged by Weed LLP.

Weed LLP's rate is $300 per hour. It is anticipated that ASNI and Weed LLP
will
agree on a fixed fee for special projects from time to time.  The fixed
fee
arrangements for special projects will be agreed to in writing. Weed LLP's
fees
will be paid in cash or as follows:

Initial Retainer

To commence the relationship and to insure the availability of Weed LLP,
upon
execution, ASNI shall issue 100,000 shares (the "Retainer Shares") of ASNI
common stock with a Rule 144 legend in the name of Weed & Co. LLP, to be
returned upon receipt of the S-8 stock as described below.

Terms for Payment in Stock instead of Cash.

As a non-cash alternative form of payment for professional services, ASNI
has
proposed and Weed LLP has agreed that ASNI place an initial block of
100,000
shares of ASNI's S-8 stock in April E. Frisby's name, as designee for Weed
LLP.
At least once a month, Weed LLP will send ASNI a statement for fees and
costs.
Unless objection is made to the bill, sufficient stock, net of commission,
shall
then be liquidated forthwith at the prevailing market rate to satisfy such
statement.

In the course of Weed LLP's representation of ASNI, if all the initial
block
of
stock is liquidated, a new block of stock sufficient to cover projected
fees,
in
an amount contemporaneously agreed to by the parties, will again be placed
with
Weed LLP, under the terms and conditions outlined above.  At the
conclusion
of
Weed LLP's representation of ASNI and the payment of all final fees and
costs,
any unused stock shall forthwith be returned to ASNI.

ASNI has agreed to register such blocks of stock pursuant to a
registration
statement filed at its own expense.  The foregoing 100,000 shares are in
addition to the Retainer Shares.

ASNI shall cause any subsidiary or parent corporation to adopt and be
bound
by
this agreement and all its provisions.

There may be risks inherent in the issuance of securities to April E.
Frisby
and/or Weed LLP as compensation for services in lieu of cash.  Such risks
may
include that the securities may ultimately be worth more or less than the
value
of our services.  Further, the issuance of securities as compensation may
dilute
the percentage of ownership of your existing shareholders in the company
and
change the value of their shares.  Moreover, the GAPP accounting treatment
is
frequently different when a company issues securities in lieu of cash for
services.  This occurs when shares are issued in exchange for services and
the
price of the shares fluctuates during the service period.  A declining
share
price may require the company to issue additional securities to us and
cause
the
company's income statement to reflect higher expenses for professional
services
in subsequent accounting periods than cash payment for services.
Similarly,
an
increase in the company's share price may cause the company's income
statement
to reflect lower expenses for professional services in subsequent
accounting
periods than cash payment for services.

Costs and Expenses

ASNI understands that in the course of representation, it may be necessary
for
Weed LLP to incur certain costs or expenses. ASNI will reimburse Weed LLP
for
certain costs or expenses actually incurred and reasonably necessary for
completing the assigned matter, as long as the charges for costs and
expenses
are competitive with other sources of the same products or services and
approved
by ASNI in advance. More particularly, ASNI will reimburse Weed LLP in
accordance with the following guidelines:

1. Computer-Related Expenses - ASNI will reimburse Weed LLP for
computerized
research and research services. However, any charges will require prior
approval. ASNI also encourages Weed LLP to utilize computer services that
will
enable Weed LLP to manage the projects.

2. Travel - Assuming ASNI requires counsel to travel on its behalf, ASNI
will
reimburse Weed LLP for expenses in connection with out of town travel.
However,
ASNI will only reimburse for economy class travel and, where necessary,
for
the
reasonable cost of a rental car. All related travel expenses, i.e.,
lodging
and
meals, must be reasonable under the circumstances.

3. Filing Fees & Court Costs - ASNI will reimburse Weed LLP for expenses
incurred in connection with filing fees and court costs, if any, but will
not
be
responsible for sanctions or penalties imposed due to the conduct of Weed
LLP.

ASNI shall pay and hold Weed LLP harmless from all such costs and expenses
incurred on ASNI's behalf.  Weed LLP may, but shall not be obligated to,
advance
funds on ASNI's behalf. In such event, ASNI agrees to reimburse Weed LLP
upon
demand for the amounts advanced. Substantial outside fees (such as state
filing
fees or SEC filing services) may be referred to ASNI for direct payment.

Billing

All bills will include a summary statement of the kinds of services
rendered
during the relevant period. ASNI expects that Weed LLP will maintain back-
up
documentation for all expenses.  ASNI expects to be billed monthly or at
the
conclusion of each project and agrees to pay Weed LLP's invoices within
fifteen
days of receipt. Weed LLP shall bill in increments of one-quarter (1/4)
hour
unless otherwise agreed in writing.

Delay in Payment

In the event that any of Weed LLP's bills remain unpaid for more than 30
days
after receipt by ASNI, Weed LLP shall have the right to discontinue
rendering
further services to ASNI in connection with any matter then being handled
for
ASNI by Weed LLP and to take appropriate action to collect such fees.

Involvement of ASNI

ASNI expects to be kept closely involved with the progress of Weed LLP's
services in this matter. Weed LLP will keep ASNI apprised of all material
developments in this matter, and will provide sufficient notice to enable
a
representative to attend meetings, conferences, and other proceedings.

There may be times when Weed LLP will need to obtain information from
ASNI.
All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay.

Termination

ASNI shall have the right to terminate Weed LLP's engagement by written
notice
at any time.  Weed LLP has the same right to terminate this engagement,
subject
to an obligation to give ASNI reasonable notice to permit it to obtain
alternative representation or services and subject to applicable ethical
provisions.  Weed LLP will be expected to provide reasonable assistance in
effecting a transfer of responsibilities to the new service provider.

Disputes

The laws of the State of California shall govern the interpretation of
this
agreement, including all rules or codes of ethics that apply to the
provision
of
services.  All disputes between us arising out of this engagement that
cannot
be
settled shall be resolved in a federal or state court located in Orange
County,
California.
Facsimile Execution of this Agreement is Binding

A facsimile, telecopy or other reproduction of this agreement may be
executed
by
one or more parties hereto and such executed copy may be delivered by
facsimile
or similar instantaneous electronic transmission device pursuant to which
the
signature of or on behalf of such party can be seen, and such execution
and
delivery shall be considered valid, binding and effective for all
purposes.
At
the request of any party hereto, all parties agree to execute an original
of
this agreement as well as any facsimile, telecopy or other reproduction
hereof.

If the foregoing accurately reflects our agreement regarding professional
services, please sign and return a duplicate copy of this letter by
facsimile.
Thank you in advance for your prompt attention to this matter.

Very truly yours,

/s/ April E. Frisby
April E. Frisby
Partner

Approved and Agreed
Atlantic Syndication Network, Inc.

By: _/s/Kent Wyatt_
Name: Kent Wyatt
Title: Chief Executive Officer
Date: February 24, 2005

EXHIBIT 23.2          Consent of Larry O' Donnell, CPA, PC

Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545
2228 South Fraser Street
Unit 1
Aurora, Colorado  80014

                CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Atlantic Syndication Network, Inc., and in any
related
Prospectus, of my auditor's report dated May 18, 2004 accompanying the
financial
statements of Atlantic Syndication Network, Inc. included in their annual
report
on Form 10KSB for the year ended February 28, 2004.

Larry O'Donnell, CPA, P.C.

March 8, 2005