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

                                     FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                SYCONET.COM, INC.
               (Exact name of registrant as specified in its charter)

     Delaware                                                  54-1838089
(State or jurisdiction of incorporation                  (I.R.S. Employer
          or organization)                              Identification No.)


           5020 Campus Drive, Newport Beach, California           92660
             (Address of principal executive offices)          (Zip Code)

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

              Brian F. Faulkner, A Professional Law Corporation,
         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          5,550,000       $0.001      $5,500     $1.33

(1)  This offering price per share is established under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth  in the Retainer
Stock Plan for Non-Employee Directors and Consultants, attached as
Exhibit 4.1 to this  Form S-8.

                                    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 December 31, 2000, filed on April 27, 2001.

     (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
     Form 10-KSB referred to in (a) above.

     (c)  A description of the securities of the Registrant is contained
     in a Form 10-SB/A filed  on April 7, 2000.

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.

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 company.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, will be receiving a total of 1,500,000 shares of common
stock pursuant to the Registrant's Non-Employee Directors and
Consultants Retainer Stock Plan under this Form S-8 in exchange for
legal services previously rendered, and to be rendered in the future, to
the Registrant under an attorney-client contract.  These legal services
consist of advice and preparation work in connection with reports of the
Registrant filed under the Securities Exchange Act of 1934, and other
general corporate and securities work for the Registrant. Marc R. Tow, A
Professional Law Corporation, will be receiving 1,500,000 shares of
common stock under this Form S-8 for assistance provided to Mr. Faulkner
in his work for the Registrant under that contract.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

     The articles of incorporation of the Registrant provide the
following with respect to the liability of an officer and director:

     "To the fullest extent permitted by the General Corporation Law of
the State of Delaware, as the same exists or as it may hereafter be
amended, no director of the Corporation shall be personally liable
for monetary damages for breach of his/her fiduciary duty as a director."

Indemnification.

(a)  Articles of Incorporation.

     The articles of incorporation of the Registrant provide the
following with regard to indemnification:

     "The Corporation shall indemnify each officer and director of the
Corporation to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may
be amended from time to time.  Any repeal or modification of this
Article TENTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification."

(b)  Bylaws.

     The bylaws of the Registrant provide the following with respect to
indemnification:

     "No director shall be liable to the Corporation or any of its
stockholders for monetary  damages for breach of fiduciary  duty as
a director,  except with respect to (1) a breach of the director's
 duty of loyalty to the Corporation or its  stockholders,  (2) acts
or  omissions  not in good faith or which  involve intentional
misconduct or a knowing violation of law, (3) liability which may
be specifically defined by law or (4) a transaction from which the
director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the liability of
the Corporation's directors to the corporation or its stockholders
to the fullest extent  permitted by law.  The Corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person
that such law grants the Corporation the power to indemnify."

(c)  Delaware General Corporation Law.

Section 145. Indemnification of officers, directors, employees and agents;
insurance.

(a)  A corporation shall have power 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 the person 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 the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
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 the person's 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, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person 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
reasonable cause to believe that the person's conduct was unlawful.

(b)  A corporation shall have power 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person 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) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

(c)  To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section.  Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

(f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

(g)  A corporation shall have power to purchase and maintain insurance
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
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify
such person against such liability under this section.

(h)  For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

(i)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

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.

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 Newport Beach,
State of California, on February 6, 2002.

                                               Syconet.com, Inc.

                                               By: /s/  Gary Borglund
                                               Gary Borglund, President

                          Special Power of Attorney

     The undersigned constitute and appoint Gary Borglund 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
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/  Gary Borglund         President/Director           February 6, 2002
Gary Borglund

/s/  Richard Nuthmann      Secretary/Chief Financial    February 6, 2002
Richard Nuthmann           Officer (principal financial
                           and accounting
                           officer)/Director

                                  EXHIBIT INDEX

Number                          Exhibit Description

4.1     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated July 1, 2001 (see below).

4.2     Consulting Services Agreement between the Registrant and
        Richard Nuthmann, dated July 11, 2001 (see below).

4.3     Consulting Services Agreement between the Registrant and
        Gary Borglund, dated July 11, 2001 (see below).

4.4     Consulting Services Agreement between the Registrant and
        Richard Epstein, dated July 11, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                SYCONET.COM, INC.
               (Exact name of registrant as specified in its charter)

     Delaware                                                  54-1838089
(State or jurisdiction of incorporation                  (I.R.S. Employer
          or organization)                              Identification No.)

           5020 Campus Drive, Newport Beach, California           92660
             (Address of principal executive offices)          (Zip Code)

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

              Brian F. Faulkner, A Professional Law Corporation,
         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          5,550,000       $0.001      $5,500     $1.33

(1)  This offering price per share is established under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth  in the Retainer
Stock Plan for Non-Employee Directors and Consultants, attached as
Exhibit 4.1 to this  Form S-8.

                                    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 December 31, 2000, filed on April 27, 2001.

     (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
     Form 10-KSB referred to in (a) above.

     (c)  A description of the securities of the Registrant is contained
     in a Form 10-SB/A filed  on April 7, 2000.

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.

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 company.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, will be receiving a total of 1,500,000 shares of common
stock pursuant to the Registrant's Non-Employee Directors and
Consultants Retainer Stock Plan under this Form S-8 in exchange for
legal services previously rendered, and to be rendered in the future, to
the Registrant under an attorney-client contract.  These legal services
consist of advice and preparation work in connection with reports of the
Registrant filed under the Securities Exchange Act of 1934, and other
general corporate and securities work for the Registrant. Marc R. Tow, A
Professional Law Corporation, will be receiving 1,500,000 shares of
common stock under this Form S-8 for assistance provided to Mr. Faulkner
in his work for the Registrant under that contract.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

     The articles of incorporation of the Registrant provide the
following with respect to the liability of an officer and director:

     "To the fullest extent permitted by the General Corporation Law of
the State of Delaware, as the same exists or as it may hereafter be
amended, no director of the Corporation shall be personally liable
for monetary damages for breach of his/her fiduciary duty as a director."

Indemnification.

(a)  Articles of Incorporation.

     The articles of incorporation of the Registrant provide the
following with regard to indemnification:

     "The Corporation shall indemnify each officer and director of the
Corporation to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may
be amended from time to time.  Any repeal or modification of this
Article TENTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification."

(b)  Bylaws.

     The bylaws of the Registrant provide the following with respect to
indemnification:

     "No director shall be liable to the Corporation or any of its
stockholders for monetary  damages for breach of fiduciary  duty as
a director,  except with respect to (1) a breach of the director's
 duty of loyalty to the Corporation or its  stockholders,  (2) acts
or  omissions  not in good faith or which  involve intentional
misconduct or a knowing violation of law, (3) liability which may
be specifically defined by law or (4) a transaction from which the
director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the liability of
the Corporation's directors to the corporation or its stockholders
to the fullest extent  permitted by law.  The Corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person
that such law grants the Corporation the power to indemnify."

(c)  Delaware General Corporation Law.

Section 145. Indemnification of officers, directors, employees and agents;
insurance.

(a)  A corporation shall have power 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 the person 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 the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
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 the person's 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, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person 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
reasonable cause to believe that the person's conduct was unlawful.

(b)  A corporation shall have power 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person 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) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

(c)  To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section.  Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

(f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

(g)  A corporation shall have power to purchase and maintain insurance
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
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify
such person against such liability under this section.

(h)  For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

(i)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

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.

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 Newport Beach,
State of California, on February 6, 2002.

                                               Syconet.com, Inc.

                                               By: /s/  Gary Borglund
                                               Gary Borglund, President

                          Special Power of Attorney

     The undersigned constitute and appoint Gary Borglund 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
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/  Gary Borglund         President/Director           February 6, 2002
Gary Borglund

/s/  Richard Nuthmann      Secretary/Chief Financial    February 6, 2002
Richard Nuthmann           Officer (principal financial
                           and accounting
                           officer)/Director

                                  EXHIBIT INDEX

Number                          Exhibit Description

4.1     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated July 1, 2001 (see below).

4.2     Consulting Services Agreement between the Registrant and
        Richard Nuthmann, dated July 11, 2001 (see below).

4.3     Consulting Services Agreement between the Registrant and
        Gary Borglund, dated July 11, 2001 (see below).

4.4     Consulting Services Agreement between the Registrant and
        Richard Epstein, dated July 11, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).