================================================================================

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Commission File Number: 333-82434


                               Kodiak Energy, Inc.

Delaware                                                             65-0967706
(Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)

734 7th Avenue S.W., Suite 460, Calgary, Alberta                         T2P 3P8
(Address of principal executive offices)                                (Canada)

(403) 262-8044
Registrant's telephone number, including area code:

STOCK FOR SERVICES COMPENSATION PLAN
(Full Title of Plan)
                               MARC APPLBAUM, ESQ.
                             3177 Via Alicante, #248
                               La Jolla, CA 92037
                     PHONE (619) 993-0288 FAX (858) 274-1342
                               (Agent for Service)

                       CALCULATION OF REGISTRATION FEE (1)
================================================================================
                                       PROPOSED       PROPOSED
                                       MAXIMUM        MAXIMUM       AMOUNT
TITLE OF SECURITIES                    OFFERING       AGGREGATE     OF
TO BE                AMOUNT TO BE      PRICE          OFFERING      REGISTRATION
REGISTERED           REGISTERED        PER UNIT       PRICE         FEE
--------------------------------------------------------------------------------

Common Stock         4,500,000        $0.01 (1)      $ 45,000.00     $ 00.00
$0.001 par value       shares         per share
================================================================================

1 The securities of the Issuer presently listed for trading on the OTCBB. The
price is determined accordingly at the mutually acceptable price of $0.01 per
share due to an illiquid market. Calculated solely for the purpose of
determining the registration fee and computed in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended, based on the average of
the high and low sales prices per share of the common stock on November 30, 2005
as reported on the OTCBB Market.



<PAGE>


                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information. 1

Item 2. Registrant Information and Employee Plan Annual Information. 1


                                     PART II

Item 3. Incorporation of Documents by Reference. The following documents filed
by the Registrant with the Securities and Exchange Commission ("Commission") are
hereby incorporated by reference in this Registration Statement:

         (a) The Registrant's Form 10-KSB containing Audited Financial
      Statements for the Registrant's fiscal year ended December 31, 2004;

         (b) The Registrant's Quarterly Reports on Form 10-QSB for the quarter
      ended September 30, 2005.

         (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
      fiscal year for which audited financial statements of the Registrant have
      been filed:

               (i)  our Current Report on Form 8-K dated November 28, 2005,
                    filed with the Commission on October 20, 2005;

         (d) The Issuer's Common Equity Voting Stock ("Common Stock") Registered
      under 1933 Securities Act, as described in Form SB-2. Each share is
      entitled to one vote; all shares of the class share equally in dividends
      and liquidation rights. Pursuant to the laws of Delaware a majority of all
      shareholders entitled to vote at a shareholders meeting regularly called
      upon notice may take action as a majority and give notice to all
      shareholders of such action. No market presently exists for the securities
      of this Issuer.

      Any statement contained in a document incorporated, or deemed to be
incorporated, by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or incorporated by
reference or in any other subsequently filed document that also is or is deemed
to be incorporated by reference modifies or supersedes the statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

1. The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


                                       2
<PAGE>


      In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 this registration statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities. Not Applicable.

Item 5. Interests of Named Experts and Counsel. Not Applicable.

Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware
General Corporation Law ( the "Delaware Code") permits a corporation organized
under the Delaware Code to indemnify its directors, officers, employees, and
agents for specified acts. Our articles of incorporation have been prepared to
conform to the Delaware Code.

      In general, we may indemnify any officer, director, employee, fiduciary,
or agent against reasonable expenses, fines, penalties, settlements, or
judgments arising in connection with a legal proceeding to which such person is
a party, if that person's actions were in good faith, were reasonably believed
to be in our best interest, and were not unlawful. Indemnification is mandatory
with respect to a director or officer who was wholly successful in defense of a
proceeding. In all other cases, indemnification of a director, officer,
employee, or agent requires a determination by an independent decision of our
board of directors, by independent legal counsel, or by a vote of the
shareholders that the applicable standard of conduct was met by the person to be
indemnified.

      The circumstances under which indemnification is granted in connection
with an action brought on our behalf are generally the same as those set forth
above; however, with respect to the actions against directors, indemnification
is granted only for reasonable expenses actually incurred in connection with the
defense or settlement of the action. In these actions, the person to be
indemnified must have acted in good faith and in a manner the person reasonably
believed was in our best interest, the person must not have been adjudged liable
to us, and the person must not have received an improper personal benefit.

      Indemnification may also be granted pursuant to the terms of agreements,
which may be entered into in the future pursuant to a vote of shareholders or
directors. In addition, we are authorized to purchase and maintain insurance,
which protects our officers and directors against any liabilities, incurred in
connection with their services in their positions, and we may obtain an
insurance policy in the future.

Item 7. Exemption from Registration Claimed. Not Applicable.

Item 8. Exhibits. See Index to Exhibits, which list of exhibits is incorporated
herein by reference.

Item 9. Undertakings.

1.       Issuer 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
      of 1933; (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,
      represent a fundamental change in the information set forth in the
      registration statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any


                                       3
<PAGE>


      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20% change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement; and (iii) 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; provided, however, that
      paragraphs (1)(i) and (1)(ii) do not apply if the registration statement
      is on Form S-3 or S-8, and the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports we file 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 under the
      Securities Act of 1933, each 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.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section 13(a) or 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.

3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
company pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by a
director, officer, or controlling person of the company 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, we
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.


                                       4
<PAGE>


                                   Signatures

           The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 13, 2005.


Kodiak Energy, Inc.


                                                By:   /s/Mark Hlady
                                                      -------------
                                                         Mark Hlady
                                                         CEO, and Director




















                                       5
<PAGE>


                                                                    Exhibit 24.1
                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby make, constitute and appoint Mark Hlady, and each of them, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-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 Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his substitute or substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.


      Name                       Title                               Date
--------------------------------------------------------------------------------
/s/ Mark Hlady
--------------
Mark Hlady                   CEO and Director                  December 13, 2005

/s/ Mark Juliar
---------------
Mark Juliar                  Director                          December 13, 2005

/s/ Bill Tighe
--------------
Bill Tighe                   COO and Director                  December 13, 2005

/s/ Glenn Watt
--------------
Glenn Watt                   Director                          December 13, 2005

/s/ Peter Schriber
------------------
Peter Schriber               Director                          December 13, 2005



                                       6
<PAGE>


                                INDEX TO EXHIBITS
--------------------------------------------------------------------------------
  Exhibit
  Number                            Exhibit
----------   -------------------------------------------------------------------
   4.1       Stock for Services Compensation Plan 2005, Exhibit A to the
             Company's Quarterly Report on Form 10-Q for the Quarter Ended
             September 30, 2005 is hereby incorporated by reference.
   5.1       Opinion of Marc Applbaum, Esq.
  23.1       Consent of Madsen & Associates, Independent Auditor
  23.2       Consent of Marc Applbaum, Esq.  (included in Exhibit 5.1)
  24.1       Powers of Attorney (see page 6)












                                       7

--------------------------------------------------------------------------------
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{"company-data": {"conformed-name": "KODIAK ENERGY, INC.", "cik": "0001109553", "assigned-sic": "6770", "irs-number": "650967706", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130561", "film-number": "051278632"}, "business-address": {"street1": "31 WALMER RD", "street2": "SUITE 6", "city": "TORONTO", "state": "A6", "zip": "M5R 2W7", "phone": "6138234880"}, "mail-address": {"street1": "31 WALMER RD", "street2": "SUITE 6", "city": "TORONTO", "state": "A6", "zip": "M5R 2W7"}, "former-company": {"former-conformed-name": "ISLAND CRITICAL CARE CORP", "date-changed": "20000317"}}
================================================================================

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Commission File Number: 333-82434

                               Kodiak Energy, Inc.

Delaware                                                             65-0967706
(Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)

734 7th Avenue S.W., Suite 460, Calgary, Alberta                         T2P 3P8
(Address of principal executive offices)                                (Canada)

(403) 262-8044
Registrant's telephone number, including area code:

STOCK FOR SERVICES COMPENSATION PLAN
(Full Title of Plan)
                               MARC APPLBAUM, ESQ.
                             3177 Via Alicante, #248
                               La Jolla, CA 92037
                     PHONE (619) 993-0288 FAX (858) 274-1342
                               (Agent for Service)

                       CALCULATION OF REGISTRATION FEE (1)
================================================================================
                                       PROPOSED       PROPOSED
                                       MAXIMUM        MAXIMUM       AMOUNT
TITLE OF SECURITIES                    OFFERING       AGGREGATE     OF
TO BE                AMOUNT TO BE      PRICE          OFFERING      REGISTRATION
REGISTERED           REGISTERED        PER UNIT       PRICE         FEE
--------------------------------------------------------------------------------

Common Stock         4,500,000        $0.01 (1)      $ 45,000.00     $ 00.00
$0.001 par value       shares         per share
================================================================================

1 The securities of the Issuer presently listed for trading on the OTCBB. The
price is determined accordingly at the mutually acceptable price of $0.01 per
share due to an illiquid market. Calculated solely for the purpose of
determining the registration fee and computed in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended, based on the average of
the high and low sales prices per share of the common stock on November 30, 2005
as reported on the OTCBB Market.
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information. 1

Item 2. Registrant Information and Employee Plan Annual Information. 1

                                     PART II

Item 3. Incorporation of Documents by Reference. The following documents filed
by the Registrant with the Securities and Exchange Commission ("Commission") are
hereby incorporated by reference in this Registration Statement:

         (a) The Registrant's Form 10-KSB containing Audited Financial
      Statements for the Registrant's fiscal year ended December 31, 2004;

         (b) The Registrant's Quarterly Reports on Form 10-QSB for the quarter
      ended September 30, 2005.

         (c) All other reports filed pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
      fiscal year for which audited financial statements of the Registrant have
      been filed:

               (i)  our Current Report on Form 8-K dated November 28, 2005,
                    filed with the Commission on October 20, 2005;

         (d) The Issuer's Common Equity Voting Stock ("Common Stock") Registered
      under 1933 Securities Act, as described in Form SB-2. Each share is
      entitled to one vote; all shares of the class share equally in dividends
      and liquidation rights. Pursuant to the laws of Delaware a majority of all
      shareholders entitled to vote at a shareholders meeting regularly called
      upon notice may take action as a majority and give notice to all
      shareholders of such action. No market presently exists for the securities
      of this Issuer.

      Any statement contained in a document incorporated, or deemed to be
incorporated, by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or incorporated by
reference or in any other subsequently filed document that also is or is deemed
to be incorporated by reference modifies or supersedes the statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

1. The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                       2
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 this registration statement and to be
a part hereof from the date of filing of such documents.

Item 4. Description of Securities. Not Applicable.

Item 5. Interests of Named Experts and Counsel. Not Applicable.

Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware
General Corporation Law ( the "Delaware Code") permits a corporation organized
under the Delaware Code to indemnify its directors, officers, employees, and
agents for specified acts. Our articles of incorporation have been prepared to
conform to the Delaware Code.

      In general, we may indemnify any officer, director, employee, fiduciary,
or agent against reasonable expenses, fines, penalties, settlements, or
judgments arising in connection with a legal proceeding to which such person is
a party, if that person's actions were in good faith, were reasonably believed
to be in our best interest, and were not unlawful. Indemnification is mandatory
with respect to a director or officer who was wholly successful in defense of a
proceeding. In all other cases, indemnification of a director, officer,
employee, or agent requires a determination by an independent decision of our
board of directors, by independent legal counsel, or by a vote of the
shareholders that the applicable standard of conduct was met by the person to be
indemnified.

      The circumstances under which indemnification is granted in connection
with an action brought on our behalf are generally the same as those set forth
above; however, with respect to the actions against directors, indemnification
is granted only for reasonable expenses actually incurred in connection with the
defense or settlement of the action. In these actions, the person to be
indemnified must have acted in good faith and in a manner the person reasonably
believed was in our best interest, the person must not have been adjudged liable
to us, and the person must not have received an improper personal benefit.

      Indemnification may also be granted pursuant to the terms of agreements,
which may be entered into in the future pursuant to a vote of shareholders or
directors. In addition, we are authorized to purchase and maintain insurance,
which protects our officers and directors against any liabilities, incurred in
connection with their services in their positions, and we may obtain an
insurance policy in the future.

Item 7. Exemption from Registration Claimed. Not Applicable.

Item 8. Exhibits. See Index to Exhibits, which list of exhibits is incorporated
herein by reference.

Item 9. Undertakings.

1.       Issuer 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
      of 1933; (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,
      represent a fundamental change in the information set forth in the
      registration statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any

                                       3
deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than a 20% change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement; and (iii) 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; provided, however, that
      paragraphs (1)(i) and (1)(ii) do not apply if the registration statement
      is on Form S-3 or S-8, and the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports we file 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 under the
      Securities Act of 1933, each 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.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section 13(a) or 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.

3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
company pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by a
director, officer, or controlling person of the company 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, we
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.

                                       4
Signatures

           The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 13, 2005.

Kodiak Energy, Inc.

                                                By:   /s/Mark Hlady
                                                      -------------
                                                         Mark Hlady
                                                         CEO, and Director

                                       5
Exhibit 24.1
                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby make, constitute and appoint Mark Hlady, and each of them, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-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 Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his substitute or substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.

      Name                       Title                               Date
--------------------------------------------------------------------------------
/s/ Mark Hlady
--------------
Mark Hlady                   CEO and Director                  December 13, 2005

/s/ Mark Juliar
---------------
Mark Juliar                  Director                          December 13, 2005

/s/ Bill Tighe
--------------
Bill Tighe                   COO and Director                  December 13, 2005

/s/ Glenn Watt
--------------
Glenn Watt                   Director                          December 13, 2005

/s/ Peter Schriber
------------------
Peter Schriber               Director                          December 13, 2005

                                       6
INDEX TO EXHIBITS
--------------------------------------------------------------------------------
  Exhibit
  Number                            Exhibit
----------   -------------------------------------------------------------------
   4.1       Stock for Services Compensation Plan 2005, Exhibit A to the
             Company's Quarterly Report on Form 10-Q for the Quarter Ended
             September 30, 2005 is hereby incorporated by reference.
   5.1       Opinion of Marc Applbaum, Esq.
  23.1       Consent of Madsen & Associates, Independent Auditor
  23.2       Consent of Marc Applbaum, Esq.  (included in Exhibit 5.1)
  24.1       Powers of Attorney (see page 6)

                                       7

--------------------------------------------------------------------------------