<PAGE>

      ===================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 --------------
                         AMERICAN ENERGY SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            TEXAS                                         76-0279288
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                        Identification Number)

                                  7224 Lawndale
                              Houston, Texas 77012
                    (Address of Principal Executive Offices)

                           Employee Stock Option Plan
                            (Full title of the plan)

                              Consulting Agreement
                            (Full title of the plan)


                          Patrick S. Elliott, President
                       7224 Lawndale, Houston, Texas 77012
                     (Name and address of agent for service)

                                 (713) 928-5311
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677


<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of                                         Proposed                Proposed
Securities                                       Maximum                 Maximum
to be                    Amount to be            Offering Price          Aggregate                Amount of
Registered               Registered              Per Share               Offering Price           Registration Fee
----------               ----------              ---------               --------------           ----------------

<S>                      <C>                     <C>                     <C>                       <C>
Common Stock,            3,000,000               $0.50                   $1,500,000                $ 3,960(2)
par value $.001          shares(1)
per share

Common Stock,            1,000,000               $0.50                   $ 500,000                $ 1,320(4)
par value $.001          shares(3)
per share

TOTAL                    4,000,000                                       $2,000,000               $ 5,280
                         shares
</TABLE>

(1) Represents 3,000,000 shares reserved for issuance upon the exercise of
options pursuant to the Registrant's employee stock option plan.

(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

(3) Represents 1,000,000 shares of Common Stock to be issued to certain
consultants upon exercise of options granted at $0.50 per share as compensation
for services rendered pursuant to their consulting agreements.

(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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


<PAGE>



         This Registration Statement on Form S-8 (the "Registration Statement")
of American Energy Services, Inc., a Texas corporation, (the "Registrant") cover
4,000,000 shares of the Registrant's common stock, par value $.001 per share
("Common Stock").

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)(i)   The Registrant's Annual Report on Form10-KSB/A - 1
                           filed on March 15, 2000.

                     (ii)  The Registrant's Registration of Securities pursuant
                           to Section 12(g) of the Act filed on March 15, 2000.

                  (c)      The description of securities contained in the
                           Registrant's Registration of Securities pursuant to
                           Section 12(g) of the Act filed on March 15, 2000.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

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

Item 4. Description of Securities.

         Not applicable

Item 5. Interests of Named Experts and Counsel.

         Not applicable


<PAGE>



Item 6. Indemnification of Directors and Officers.

         The Texas Business Corporation Act (the "TBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a 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. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. Except as set forth below, a
corporation may not indemnify a director in respect of a proceeding (a) in which
the person is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in the
person's official capacity; or (b) in which the person is found liable to the
corporation. However, a director may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred by the person in connection with the proceeding, but if the
person is found liable to the corporation or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (1)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of this duty to the corporation.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.


Item 8.  Exhibits.

<TABLE>
<CAPTION>

Exhibit No.                Description
-----------                -----------

<S>                        <C>
4.1                        Specimen Common Stock Certificate
4.2                        *Options issued to Benjamin Giacchino dated May 15, 2000.
4.3                        *Options issued to Jim Hock dated May 15, 2000.
4.4                        *Options issued to David Marks dated May 15, 2000.
4.5                        * 2000 Stock Option Plan
5.1                        * Opinion of Bondy & Schloss LLP as to the legality of the securities
                           being offered.
23.1                       * Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2                       * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
24                         * Powers of Attorney  (included  on p. II-4 of this  Registration
                           Statement).
99.1                       *Consulting Agreement between the Registrant and Jim Hock dated May
                           15, 2000.
99.2                       *Consulting Agreement between the Registrant and David Marks dated
                           May 15, 2000.
</TABLE>

-------------
* Filed herewith.


<PAGE>




Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are
             being made, a post-effective amendment to this Registration
             Statement to 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; and (3) To remove from registration by means of a
             post-effective amendment any of the securities being
             registered which remain unsold at the termination of the
             offering

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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
authorized, in Houston, Texas on the 30th day of May, 2000.

                                       AMERICAN ENERGY SERVICES, INC.

                                       By:/s/ Patrick S. Elliott
                                          ----------------------
                                          Patrick S. Elliott, President


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of May, 2000.

      Signature                                             Title

/s/ Patrick S. Elliott                            President and Director
----------------------------------
Patrick S. Elliott

/s/ Larry S. Elliott                              Vice President and Chairman of
-----------------------------------               the Board
Larry S. Elliott

/s/ Mark P. Elliott                               Vice President and Director
----------------------------------
Mark P. Elliott

/s/ Cary P. McCarra                               Vice President and Director
------------------------------
Cary P. McCarra

/s/ Sidney J. McCarra                             Vice President and Director
------------------------------
Sidney J. McCarra


<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick S. Elliott, his true and lawful
attorneys-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent 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, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 30th day of May, 2000.

      Signature                                           Title

/s/ Patrick S. Elliott                            President and Director
----------------------------------
Patrick S. Elliott

/s/ Larry S. Elliott                              Vice President and Chairman
-----------------------------------                 of the Board
Larry S. Elliott

/s/ Mark P. Elliott                               Vice President and Director
----------------------------------
Mark P. Elliott

/s/ Cary P. McCarra                               Vice President and Director
------------------------------
Cary P. McCarra

/s/ Sidney J. McCarra                             Vice President and Director
------------------------------
Sidney J. McCarra

                                      II-4




<PAGE>





                                                  EXHIBIT INDEX

Index and Description of Exhibits.

Exhibit No. Description

4.1         Specimen Common Stock Certificate

4.2         * Options issued to Benjamin Giacchino dated May 15, 2000.
4.3         * Options issued to Jim Hock dated May 15, 2000.
4.4         * Options issued to David Marks dated May 15, 2000.
4.5         * 2000 Stock Option Plan
5.1         * Opinion of Bondy & Schloss LLP as to the legality of the
              securities being offered.
23.1        * Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2        * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
24          * Powers of Attorney  (included  on p. II-4 of this  Registration
              Statement).
99.1        * Consulting Agreement between the Registrant and Jim Hock dated May
              15, 2000.
99.2        * Consulting Agreement between the Registrant and David Marks dated
              May 15, 2000.

-------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17048}]
{"company-data": {"conformed-name": "AMERICAN ENERGY SERVICES INC", "cik": "0001068205", "assigned-sic": "3490", "irs-number": "760279288"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38498", "film-number": "648642"}, "business-address": {"street1": "7224 LAWNDALE", "city": "HOUSTON", "state": "TX", "zip": "77012", "phone": "7139285311"}, "mail-address": {"street1": "7224 LAWNDALE", "city": "HOUSTON", "state": "TX", "zip": "77012"}}
===================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 --------------
                         AMERICAN ENERGY SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            TEXAS                                         76-0279288
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                        Identification Number)

                                  7224 Lawndale
                              Houston, Texas 77012
                    (Address of Principal Executive Offices)

                           Employee Stock Option Plan
                            (Full title of the plan)

                              Consulting Agreement
                            (Full title of the plan)

                          Patrick S. Elliott, President
                       7224 Lawndale, Houston, Texas 77012
                     (Name and address of agent for service)

                                 (713) 928-5311
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677
CALCULATION OF REGISTRATION FEE
Title of                                         Proposed                Proposed
Securities                                       Maximum                 Maximum
to be                    Amount to be            Offering Price          Aggregate                Amount of
Registered               Registered              Per Share               Offering Price           Registration Fee
----------               ----------              ---------               --------------           ----------------
Common Stock,            3,000,000               $0.50                   $1,500,000                $ 3,960(2)
par value $.001          shares(1)
per share

Common Stock,            1,000,000               $0.50                   $ 500,000                $ 1,320(4)
par value $.001          shares(3)
per share

TOTAL                    4,000,000                                       $2,000,000               $ 5,280
                         shares
(1) Represents 3,000,000 shares reserved for issuance upon the exercise of
options pursuant to the Registrant's employee stock option plan.

(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

(3) Represents 1,000,000 shares of Common Stock to be issued to certain
consultants upon exercise of options granted at $0.50 per share as compensation
for services rendered pursuant to their consulting agreements.

(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement")
of American Energy Services, Inc., a Texas corporation, (the "Registrant") cover
4,000,000 shares of the Registrant's common stock, par value $.001 per share
("Common Stock").

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)(i)   The Registrant's Annual Report on Form10-KSB/A - 1
                           filed on March 15, 2000.

                     (ii)  The Registrant's Registration of Securities pursuant
                           to Section 12(g) of the Act filed on March 15, 2000.

                  (c)      The description of securities contained in the
                           Registrant's Registration of Securities pursuant to
                           Section 12(g) of the Act filed on March 15, 2000.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

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

Item 4. Description of Securities.

         Not applicable

Item 5. Interests of Named Experts and Counsel.

         Not applicable
Item 6. Indemnification of Directors and Officers.

         The Texas Business Corporation Act (the "TBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a 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. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. Except as set forth below, a
corporation may not indemnify a director in respect of a proceeding (a) in which
the person is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in the
person's official capacity; or (b) in which the person is found liable to the
corporation. However, a director may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred by the person in connection with the proceeding, but if the
person is found liable to the corporation or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (1)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of this duty to the corporation.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.
Exhibit No.                Description
-----------                -----------
4.1                        Specimen Common Stock Certificate
4.2                        *Options issued to Benjamin Giacchino dated May 15, 2000.
4.3                        *Options issued to Jim Hock dated May 15, 2000.
4.4                        *Options issued to David Marks dated May 15, 2000.
4.5                        * 2000 Stock Option Plan
5.1                        * Opinion of Bondy & Schloss LLP as to the legality of the securities
                           being offered.
23.1                       * Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2                       * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
24                         * Powers of Attorney  (included  on p. II-4 of this  Registration
                           Statement).
99.1                       *Consulting Agreement between the Registrant and Jim Hock dated May
                           15, 2000.
99.2                       *Consulting Agreement between the Registrant and David Marks dated
                           May 15, 2000.
-------------
* Filed herewith.
Item 9. Undertakings.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are
             being made, a post-effective amendment to this Registration
             Statement to 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; and (3) To remove from registration by means of a
             post-effective amendment any of the securities being
             registered which remain unsold at the termination of the
             offering

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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
authorized, in Houston, Texas on the 30th day of May, 2000.

                                       AMERICAN ENERGY SERVICES, INC.

                                       By:/s/ Patrick S. Elliott
                                          ----------------------
                                          Patrick S. Elliott, President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of May, 2000.

      Signature                                             Title

/s/ Patrick S. Elliott                            President and Director
----------------------------------
Patrick S. Elliott

/s/ Larry S. Elliott                              Vice President and Chairman of
-----------------------------------               the Board
Larry S. Elliott

/s/ Mark P. Elliott                               Vice President and Director
----------------------------------
Mark P. Elliott

/s/ Cary P. McCarra                               Vice President and Director
------------------------------
Cary P. McCarra

/s/ Sidney J. McCarra                             Vice President and Director
------------------------------
Sidney J. McCarra
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick S. Elliott, his true and lawful
attorneys-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent 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, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 30th day of May, 2000.

      Signature                                           Title

/s/ Patrick S. Elliott                            President and Director
----------------------------------
Patrick S. Elliott

/s/ Larry S. Elliott                              Vice President and Chairman
-----------------------------------                 of the Board
Larry S. Elliott

/s/ Mark P. Elliott                               Vice President and Director
----------------------------------
Mark P. Elliott

/s/ Cary P. McCarra                               Vice President and Director
------------------------------
Cary P. McCarra

/s/ Sidney J. McCarra                             Vice President and Director
------------------------------
Sidney J. McCarra

                                      II-4
EXHIBIT INDEX

Index and Description of Exhibits.

Exhibit No. Description

4.1         Specimen Common Stock Certificate

4.2         * Options issued to Benjamin Giacchino dated May 15, 2000.
4.3         * Options issued to Jim Hock dated May 15, 2000.
4.4         * Options issued to David Marks dated May 15, 2000.
4.5         * 2000 Stock Option Plan
5.1         * Opinion of Bondy & Schloss LLP as to the legality of the
              securities being offered.
23.1        * Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2        * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
24          * Powers of Attorney  (included  on p. II-4 of this  Registration
              Statement).
99.1        * Consulting Agreement between the Registrant and Jim Hock dated May
              15, 2000.
99.2        * Consulting Agreement between the Registrant and David Marks dated
              May 15, 2000.

-------------
* Filed herewith.