U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                     WORLD SHOPPING NETWORK, INC.
      (Exact name of registrant as specified in its charter)
          Delaware                                         11-2872782
  (State of Incorporation)                     (I.R.S. Employer ID No.)

1530 Brookhollow Drive, Suite C, Santa Ana, California           92705
      (Address of Principal Executive Offices)                (Zip Code)

     Retainer Stock Plan for Non-Employee Directors and Consultants
                         (Full title of the Plan)

Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach,
California 92660
                (Name and address of agent for service)

                           (949) 975-0544
    (Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE

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

Common
Stock            2,000,000       $0.001       $2,000         $0.53

(1) The Offering Price is used solely for purposes of estimating
the registration  fee pursuant to Rule 457(h) promulgated
pursuant to the Securities Act of 1933.   The Offering Price per
Share is established pursuant to a Retainer Stock Plan for Non-
Employee Directors and Consultants, set forth in Exhibit 4.1 to
this Form S-8 (see Exhibit Index on page 10).

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

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.

                               Part II
         Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended July 31, 1999.

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registration documents referred to in (a) above.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.

Description of Securities.

(a)  General Description.

The Articles of Incorporation authorize the issuance of
100,000,000 shares of common stock, with a par value of $0.001.
The holders of these shares: (a) have equal ratable rights to
dividends from funds legally available therefore, when, as, and
if declared by the Board of Directors of the Registrant; (b) are
entitled to share ratably in all of the assets of the Registrant
available for distribution upon winding up of the affairs of the
Registrant; and (c) are entitled to one non-cumulative vote per
share on all matters on which shareholders may vote at all
meetings of shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting rights; (b)
preference as to dividends or interest; (c) preemptive rights to
purchase in new issues of Shares; (d) preference upon
liquidation; or (e) any other special rights or preferences.  In
addition, the Shares are not convertible into any other security.
 There are no restrictions on dividends under any loan other
financing arrangements or otherwise.  As of the date of this Form
S-8, the Registrant had 12,515,405 shares of common stock issued
and outstanding.

Non-Cumulative Voting.

The holders of Shares of Common Stock of the Registrant do not
have cumulative voting rights, which means that the holders of
more than 50% of such outstanding Shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
Shares will not be able to elect any of the Registrant's
directors.

Dividends.

The Registrant does not currently intend to pay cash dividends.
The Registrant's proposed dividend policy is to make
distributions of its revenues to its stockholders when the
Registrant's Board of Directors deems such distributions
appropriate. Because the Registrant does not intend to make cash
distributions, potential shareholders would need to sell their
shares to realize a return on their investment. There can be no
assurances of the projected values of the shares, nor can there
be any guarantees of the success of the Registrant.
A distribution of revenues will be made only when, in the
judgment of the Registrant's Board of Directors, it is in the
best interest of the Registrant's stockholders to do so. The
Board of Directors will review, among other things, the
investment quality and marketability of the securities considered
for distribution; the impact of a distribution of the investee's
securities on its customers, joint venture associates, management
contracts, other investors, financial institutions, and the
Registrant's internal management, plus the tax consequences and
the market effects of an initial or broader distribution of such
securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

The Registrant's authorized but unissued capital stock
consists of 87,484,595 Shares of common stock. One effect of the
existence of authorized but unissued capital stock may be to
enable the Board of Directors to render more difficult or to
discourage an attempt to obtain control of the Registrant by
means of a merger, tender offer, proxy contest, or otherwise, and
thereby to protect the continuity of the Registrant's management.
If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a takeover
proposal was not in the Registrant's best interests, such shares
could be issued by the Board of Directors without stockholder
approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly,
completion of the takeover transaction by diluting the voting or
other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the
position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or
otherwise.

Transfer Agent.

The Registrant has engaged the services of Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver,
Colorado 80209, to act as transfer agent and registrar for the
Registrant.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of
the Registrant.

Counsel for the Registrant named in this Registration
Statement as giving an opinion on the validity of the securities
being registered will receive 120,000 shares of stock under the
Retainer Plan for Non-Employee Directors and Consultants in
exchange for legal work for the Registrant.

Item 6. Indemnification of Directors and Officers.

The Articles of Incorporation and Bylaws of the Registrant
do not contain any provisions regarding indemnification of
officers and directors.  However, there are certain provisions in
the Nevada Revised Statutes which provide for permissive
indemnification of officers and directors.

A.  NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

1.  A corporation may 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, except 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,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor 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, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has 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 the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.

3.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

1.  Any discretionary indemnification under NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;

(c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.

2.  The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.

3.  The indemnification and advancement of expenses
authorized in NRS 78.7502 or ordered by a court pursuant to this
section:

(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to or for the
advancement of expenses made pursuant to subsection 2, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action.

(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.

C.  NRS 78.752  Insurance and other financial arrangements
against liability of directors, officers, employees and agents.

1.  A corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.

2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.

(d) The establishment of a letter of credit, guaranty or
surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by
the corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.

4.  In the absence of fraud:

(a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2)  Does not subject any director approving
it to personal liability for his action,even if a director approving the
insurance or other financial arrangement is a beneficiary of the insurance or
other financial arrangement.

5.  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached to this registration statement.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

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

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information

(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
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 by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                             SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Santa Ana, State of California, on May 1, 2000.

                                 World Shopping Network

                                 By:  /s/ John J. Anton
                                 John J. Anton,
                                 President and Chief Executive Officer

                    Special Power of Attorney

The undersigned constitute and appoint John J. Anton their true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

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

Signature                       Title                          Date

/s/ John J. Anton               President, Chief Executive   May 1, 2000
John J. Anton                   Officer, Director

/s/ John Moore                  Vice President, Information  May 1, 2000
John Moore                      Systems, Director

/s/ Martin Bloomenstein         Vice President, Finance      May 1, 2000
Martin Bloomenstein            (principal financial and
                                accounting officer), Director

                               EXHIBIT INDEX

Exhibit                                                      Method of
Number                    Description                          Filing

4.1      Retainer Stock Plan for Non-Employee Directors
         and Consultants                                     See Below

4.2      Consulting Services Agreement                       See Below

4.3      Consulting Services Agreement                       See Below

5        Opinion Re: Legality                                See Below

23.1     Consent of Accountant                               See Below

23.2     Consent of Counsel                                  See Below

24       Special Power of Attorney                           See
                                                             Signature
                                                             Page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24465}]
{"company-data": {"conformed-name": "WORLD SHOPPING NETWORK INC/NV", "cik": "0000821537", "assigned-sic": "5331", "irs-number": "112872782", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36120", "film-number": "617238"}, "business-address": {"street1": "1530 BROOKHOLLOW DR.", "street2": "SUITE C", "city": "SANTA ANA", "state": "CA", "zip": "92705-", "phone": "7144270760"}, "mail-address": {"street1": "900 W 190 ST", "city": "NEW YORK", "state": "NY", "zip": "10040"}, "former-company": {"former-conformed-name": "USA GROWTH INC", "date-changed": "19940426"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     WORLD SHOPPING NETWORK, INC.
      (Exact name of registrant as specified in its charter)
          Delaware                                         11-2872782
  (State of Incorporation)                     (I.R.S. Employer ID No.)

1530 Brookhollow Drive, Suite C, Santa Ana, California           92705
      (Address of Principal Executive Offices)                (Zip Code)

     Retainer Stock Plan for Non-Employee Directors and Consultants
                         (Full title of the Plan)

Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach,
California 92660
                (Name and address of agent for service)

                           (949) 975-0544
    (Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE

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

Common
Stock            2,000,000       $0.001       $2,000         $0.53

(1) The Offering Price is used solely for purposes of estimating
the registration  fee pursuant to Rule 457(h) promulgated
pursuant to the Securities Act of 1933.   The Offering Price per
Share is established pursuant to a Retainer Stock Plan for Non-
Employee Directors and Consultants, set forth in Exhibit 4.1 to
this Form S-8 (see Exhibit Index on page 10).

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

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.

                               Part II
         Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended July 31, 1999.

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registration documents referred to in (a) above.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.

Description of Securities.

(a)  General Description.

The Articles of Incorporation authorize the issuance of
100,000,000 shares of common stock, with a par value of $0.001.
The holders of these shares: (a) have equal ratable rights to
dividends from funds legally available therefore, when, as, and
if declared by the Board of Directors of the Registrant; (b) are
entitled to share ratably in all of the assets of the Registrant
available for distribution upon winding up of the affairs of the
Registrant; and (c) are entitled to one non-cumulative vote per
share on all matters on which shareholders may vote at all
meetings of shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting rights; (b)
preference as to dividends or interest; (c) preemptive rights to
purchase in new issues of Shares; (d) preference upon
liquidation; or (e) any other special rights or preferences.  In
addition, the Shares are not convertible into any other security.
 There are no restrictions on dividends under any loan other
financing arrangements or otherwise.  As of the date of this Form
S-8, the Registrant had 12,515,405 shares of common stock issued
and outstanding.

Non-Cumulative Voting.

The holders of Shares of Common Stock of the Registrant do not
have cumulative voting rights, which means that the holders of
more than 50% of such outstanding Shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
Shares will not be able to elect any of the Registrant's
directors.

Dividends.

The Registrant does not currently intend to pay cash dividends.
The Registrant's proposed dividend policy is to make
distributions of its revenues to its stockholders when the
Registrant's Board of Directors deems such distributions
appropriate. Because the Registrant does not intend to make cash
distributions, potential shareholders would need to sell their
shares to realize a return on their investment. There can be no
assurances of the projected values of the shares, nor can there
be any guarantees of the success of the Registrant.
A distribution of revenues will be made only when, in the
judgment of the Registrant's Board of Directors, it is in the
best interest of the Registrant's stockholders to do so. The
Board of Directors will review, among other things, the
investment quality and marketability of the securities considered
for distribution; the impact of a distribution of the investee's
securities on its customers, joint venture associates, management
contracts, other investors, financial institutions, and the
Registrant's internal management, plus the tax consequences and
the market effects of an initial or broader distribution of such
securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

The Registrant's authorized but unissued capital stock
consists of 87,484,595 Shares of common stock. One effect of the
existence of authorized but unissued capital stock may be to
enable the Board of Directors to render more difficult or to
discourage an attempt to obtain control of the Registrant by
means of a merger, tender offer, proxy contest, or otherwise, and
thereby to protect the continuity of the Registrant's management.
If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a takeover
proposal was not in the Registrant's best interests, such shares
could be issued by the Board of Directors without stockholder
approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly,
completion of the takeover transaction by diluting the voting or
other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the
position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or
otherwise.

Transfer Agent.

The Registrant has engaged the services of Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver,
Colorado 80209, to act as transfer agent and registrar for the
Registrant.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of
the Registrant.

Counsel for the Registrant named in this Registration
Statement as giving an opinion on the validity of the securities
being registered will receive 120,000 shares of stock under the
Retainer Plan for Non-Employee Directors and Consultants in
exchange for legal work for the Registrant.

Item 6. Indemnification of Directors and Officers.

The Articles of Incorporation and Bylaws of the Registrant
do not contain any provisions regarding indemnification of
officers and directors.  However, there are certain provisions in
the Nevada Revised Statutes which provide for permissive
indemnification of officers and directors.

A.  NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

1.  A corporation may 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, except 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,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor 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, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has 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 the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.

3.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

1.  Any discretionary indemnification under NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;

(c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.

2.  The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.

3.  The indemnification and advancement of expenses
authorized in NRS 78.7502 or ordered by a court pursuant to this
section:

(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to or for the
advancement of expenses made pursuant to subsection 2, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action.

(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.

C.  NRS 78.752  Insurance and other financial arrangements
against liability of directors, officers, employees and agents.

1.  A corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.

2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.

(d) The establishment of a letter of credit, guaranty or
surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.

3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by
the corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.

4.  In the absence of fraud:

(a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2)  Does not subject any director approving
it to personal liability for his action,even if a director approving the
insurance or other financial arrangement is a beneficiary of the insurance or
other financial arrangement.

5.  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached to this registration statement.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

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

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information

(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
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 by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                             SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Santa Ana, State of California, on May 1, 2000.

                                 World Shopping Network

                                 By:  /s/ John J. Anton
                                 John J. Anton,
                                 President and Chief Executive Officer

                    Special Power of Attorney

The undersigned constitute and appoint John J. Anton their true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

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

Signature                       Title                          Date

/s/ John J. Anton               President, Chief Executive   May 1, 2000
John J. Anton                   Officer, Director

/s/ John Moore                  Vice President, Information  May 1, 2000
John Moore                      Systems, Director

/s/ Martin Bloomenstein         Vice President, Finance      May 1, 2000
Martin Bloomenstein            (principal financial and
                                accounting officer), Director

                               EXHIBIT INDEX

Exhibit                                                      Method of
Number                    Description                          Filing

4.1      Retainer Stock Plan for Non-Employee Directors
         and Consultants                                     See Below

4.2      Consulting Services Agreement                       See Below

4.3      Consulting Services Agreement                       See Below

5        Opinion Re: Legality                                See Below

23.1     Consent of Accountant                               See Below

23.2     Consent of Counsel                                  See Below

24       Special Power of Attorney                           See
                                                             Signature
                                                             Page