As filed with the Securities and Exchange Commission on March 19, 1999
                                                        Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            DIVERSICON HOLDINGS CORP.
             (Exact name of Registrant as specified in its charter)

            Delaware                                            11-3157259
 (State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                           identification no.)

             290 Wild Avenue
         Staten Island, New York                                   10314
(Address of principal executive offices)                        (Zip Code)

          CONSULTING AGREEMENT DATED AS OF FEBRUARY 1, 1999 BETWEEN THE
                        REGISTRANT AND JORGE CASTRO OLMOS

          CONSULTING AGREEMENT DATED AS OF FEBRUARY 1, 1999 BETWEEN THE
                            REGISTRANT AND ALAN ASHBY

          CONSULTING AGREEMENT DATED AS OF FEBRUARY 1, 1999 BETWEEN THE
                           REGISTRANT AND JACK FORSTER

                                Daniel Catalfumo
                                    President
                            Diversicon Holdings Corp.
                                 290 Wild Avenue
                          Staten Island, New York 10314
                            (Full title of the plan)

                                 (718) 477-2733
           Telephone number, including area code, of agent for service

                                    Copy to:
                              Eric W. Nodiff, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York 10017
                                 (212) 759-3300

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                    Proposed          Proposed
                                                     Maximum           Maximum          Amount of
Title of Securities to         Amount to be           Price           Aggregate        Registration
be registered                   Registered          Per Share*     Offering Price*         Fee
----------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>             <C>                <C>    
Common Stock                  300,000 Shares          $1.00           $300,000           $111.90
==========================================================================================================
</TABLE>

*    Estimated solely for purposes of calculating the registration fee.
     Calculated in accordance with Rule 457(c) under the Securities Act of 1933
     based upon the average of the bid and asked price of Common Stock of
     Diversicon Holdings Corp. on the OTC Bulletin Board on March 16, 1999.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

          (a) The Registration Statement on Form SB-2 of Diversicon Holdings
     Corp. (f/k/a Fun Tyme Concepts, Inc.) (the "Company"), File No. 33-
     80931-NY.

          (b) The Annual Report of the Company on Form 10-KSB for the fiscal
     year ended March 31, 1998.

          (c) All other reports of the Company filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
     year ended March 31, 1998.

     All documents subsequently filed by the Company 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 indicating that all securities offered hereby have
been sold or deregistering all such securities then unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not Applicable.



                                      -2-
<PAGE>

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Company may indemnify its directors or
officers if such director or officer 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 (including an action by
or in the right of the Company by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Company to procure a judgment in its favor, as to any matter which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Company shall indemnify its directors or officers
to the extent that they have been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in the defense of any claim,
issue or matter therein, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith. In addition, Delaware
law permits a corporation to limit or eliminate the liability of a director to
the corporation and its shareholders for negligent breaches of such directors'
fiduciary duties in certain circumstances.

     Article VIII of the by-laws of the Company, which provides for the
indemnification of directors, officers and employees, is as follows:

     "Except to the extent expressly prohibited by the Delaware General
Corporation Law, the corporation shall indemnify each person made or threatened
to be made a party to any action or proceeding, whether civil or criminal, by
reason of the fact that such person or such person's testator or intestate is or
was a director, officer or employee of the corporation, or serves or served at
the request of the corporation, any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgment, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, and provided
further that no such


                                      -3-
<PAGE>

indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the corporation has given its prior consent to such settlement or other
disposition.

     The corporation may advance or promptly reimburse upon request any person
entitled to indemnification hereunder for all expenses, including attorneys'
fees, reasonably incurred in defending any action or proceeding in advance of
the final disposition thereof upon receipt of any undertaking by or on behalf of
such person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith with
any request by the corporation that common counsel be utilized by the parties to
an action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.

     Nothing herein shall limit or affect any right of any person otherwise than
hereunder to indemnification or expenses, including attorneys' fees, under any
statute, rule, regulation, certificate of incorporation, by law, insurance
policy, contract or otherwise.

     Anything in these by-laws to the contrary notwithstanding, no elimination
of this by-law, and no amendment of this by-law adversely affecting the right of
any person to indemnification or advancement of expenses hereunder shall be
effective until the 60th day following notice to such person or such action, and
no elimination of or amendment to this by-law shall deprive any person of his or
her rights hereunder arising out of alleged or actual occurrences, acts or
failures to act prior to such 60th day.

     The corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this by-law. The indemnification of any person provided by this by-law shall
continue after such person has ceased to be a director, officer or employee of
the corporation and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.

     The corporation is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the corporation is estopped to contend otherwise.

     In case any provision in this by-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or 


                                      -4-
<PAGE>

impaired thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the corporation to
afford indemnification and advancement of expenses to its directors, officers
and employees, acting in such capacities or in the other capacities mentioned
herein, to the fullest extent permitted by law.

     For purposes of this by-law, the corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person with respect to
an employee benefit plan pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this by-law, the term 'corporation'
shall include any legal successor to the corporation, including any corporation
which acquires all or substantially all of the assets of the corporation in one
or more transactions."

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

        4.01  -     Consulting Agreement dated February 1, 1999 between the
                    Company and Jorge Castro Olmos.

        4.02  -     Consulting Agreement dated February 1, 1999 between the
                    Company and Alan Ashby.

        4.03  -     Consulting Agreement dated February 1, 1999 between the
                    Company and Jack Forster.

        5.01  -     Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.

        23.01 -     Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
                    (included in Exhibit 5).

        23.02 -     Consent of J.H. Cohen.

        23.03 -     Consent of Richard A. Eisner & Company, LLP.

        24.01 -     Power of Attorney (included in signature page).

Item 9. Undertakings.

     Not applicable.


                                      -5-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 the City of New York, State of New York on the 17th day of March,
1999.

                                       DIVERSICON HOLDINGS CORP.



                                       By: /s/ Daniel Catalfumo      
                                           --------------------------------
                                           Daniel Catalfumo,
                                           President and Chief
                                           Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel Catalfumo his true and lawful
attorney-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
or all amendments (including post-effective amendments) 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 said attorney-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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-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, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:



/s/ Daniel Catalfumo         President and Chief                  March 17, 1999
-------------------------    Executive Officer
Daniel Catalfumo             and Director     
                             

/s/ Richard Rosso            Executive Vice President             March 17, 1999
-------------------------    of Entertainment, Chief
Richard Rosso                Operating Officer,     
                             Secretary, Treasurer   
                             (Principal Financial   
                             Officer) and Director  
                             

-------------------------    Executive Vice President
Anthony DiMatteo             of Sale and Marketing
                             and Director


                                      -6-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16711}]
{"company-data": {"conformed-name": "DIVERSICON HOLDINGS CORP", "cik": "0000944897", "assigned-sic": "7900", "irs-number": "113157259", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74705", "film-number": "99568943"}, "business-address": {"street1": "290 WILD AVE", "city": "STATEN ISLAND", "state": "NY", "zip": "10314", "phone": "7187616100"}, "mail-address": {"street1": "290 WILD AVE", "city": "STATEN ISLAND", "state": "NY", "zip": "10314"}, "former-company": {"former-conformed-name": "FUN TYME CONCEPTS INC", "date-changed": "19960111"}}
As filed with the Securities and Exchange Commission on March 19, 1999
                                                        Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            DIVERSICON HOLDINGS CORP.
             (Exact name of Registrant as specified in its charter)

            Delaware                                            11-3157259
 (State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                           identification no.)

             290 Wild Avenue
         Staten Island, New York                                   10314
(Address of principal executive offices)                        (Zip Code)

          CONSULTING AGREEMENT DATED AS OF FEBRUARY 1, 1999 BETWEEN THE
                        REGISTRANT AND JORGE CASTRO OLMOS

          CONSULTING AGREEMENT DATED AS OF FEBRUARY 1, 1999 BETWEEN THE
                            REGISTRANT AND ALAN ASHBY

          CONSULTING AGREEMENT DATED AS OF FEBRUARY 1, 1999 BETWEEN THE
                           REGISTRANT AND JACK FORSTER

                                Daniel Catalfumo
                                    President
                            Diversicon Holdings Corp.
                                 290 Wild Avenue
                          Staten Island, New York 10314
                            (Full title of the plan)

                                 (718) 477-2733
           Telephone number, including area code, of agent for service

                                    Copy to:
                              Eric W. Nodiff, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York 10017
                                 (212) 759-3300
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                    Proposed          Proposed
                                                     Maximum           Maximum          Amount of
Title of Securities to         Amount to be           Price           Aggregate        Registration
be registered                   Registered          Per Share*     Offering Price*         Fee
----------------------------------------------------------------------------------------------------------
Common Stock                  300,000 Shares          $1.00           $300,000           $111.90
==========================================================================================================
*    Estimated solely for purposes of calculating the registration fee.
     Calculated in accordance with Rule 457(c) under the Securities Act of 1933
     based upon the average of the bid and asked price of Common Stock of
     Diversicon Holdings Corp. on the OTC Bulletin Board on March 16, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

          (a) The Registration Statement on Form SB-2 of Diversicon Holdings
     Corp. (f/k/a Fun Tyme Concepts, Inc.) (the "Company"), File No. 33-
     80931-NY.

          (b) The Annual Report of the Company on Form 10-KSB for the fiscal
     year ended March 31, 1998.

          (c) All other reports of the Company filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
     year ended March 31, 1998.

     All documents subsequently filed by the Company 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 indicating that all securities offered hereby have
been sold or deregistering all such securities then unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not Applicable.

                                      -2-
Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Company may indemnify its directors or
officers if such director or officer 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 (including an action by
or in the right of the Company by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Company to procure a judgment in its favor, as to any matter which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Company shall indemnify its directors or officers
to the extent that they have been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in the defense of any claim,
issue or matter therein, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith. In addition, Delaware
law permits a corporation to limit or eliminate the liability of a director to
the corporation and its shareholders for negligent breaches of such directors'
fiduciary duties in certain circumstances.

     Article VIII of the by-laws of the Company, which provides for the
indemnification of directors, officers and employees, is as follows:

     "Except to the extent expressly prohibited by the Delaware General
Corporation Law, the corporation shall indemnify each person made or threatened
to be made a party to any action or proceeding, whether civil or criminal, by
reason of the fact that such person or such person's testator or intestate is or
was a director, officer or employee of the corporation, or serves or served at
the request of the corporation, any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgment, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, and provided
further that no such

                                      -3-
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the corporation has given its prior consent to such settlement or other
disposition.

     The corporation may advance or promptly reimburse upon request any person
entitled to indemnification hereunder for all expenses, including attorneys'
fees, reasonably incurred in defending any action or proceeding in advance of
the final disposition thereof upon receipt of any undertaking by or on behalf of
such person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled, provided, however, that such person shall cooperate in good faith with
any request by the corporation that common counsel be utilized by the parties to
an action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.

     Nothing herein shall limit or affect any right of any person otherwise than
hereunder to indemnification or expenses, including attorneys' fees, under any
statute, rule, regulation, certificate of incorporation, by law, insurance
policy, contract or otherwise.

     Anything in these by-laws to the contrary notwithstanding, no elimination
of this by-law, and no amendment of this by-law adversely affecting the right of
any person to indemnification or advancement of expenses hereunder shall be
effective until the 60th day following notice to such person or such action, and
no elimination of or amendment to this by-law shall deprive any person of his or
her rights hereunder arising out of alleged or actual occurrences, acts or
failures to act prior to such 60th day.

     The corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this by-law. The indemnification of any person provided by this by-law shall
continue after such person has ceased to be a director, officer or employee of
the corporation and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.

     The corporation is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the corporation is estopped to contend otherwise.

     In case any provision in this by-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or 

                                      -4-
impaired thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the corporation to
afford indemnification and advancement of expenses to its directors, officers
and employees, acting in such capacities or in the other capacities mentioned
herein, to the fullest extent permitted by law.

     For purposes of this by-law, the corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person with respect to
an employee benefit plan pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this by-law, the term 'corporation'
shall include any legal successor to the corporation, including any corporation
which acquires all or substantially all of the assets of the corporation in one
or more transactions."

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

        4.01  -     Consulting Agreement dated February 1, 1999 between the
                    Company and Jorge Castro Olmos.

        4.02  -     Consulting Agreement dated February 1, 1999 between the
                    Company and Alan Ashby.

        4.03  -     Consulting Agreement dated February 1, 1999 between the
                    Company and Jack Forster.

        5.01  -     Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.

        23.01 -     Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP
                    (included in Exhibit 5).

        23.02 -     Consent of J.H. Cohen.

        23.03 -     Consent of Richard A. Eisner & Company, LLP.

        24.01 -     Power of Attorney (included in signature page).

Item 9. Undertakings.

     Not applicable.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 the City of New York, State of New York on the 17th day of March,
1999.

                                       DIVERSICON HOLDINGS CORP.

                                       By: /s/ Daniel Catalfumo      
                                           --------------------------------
                                           Daniel Catalfumo,
                                           President and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel Catalfumo his true and lawful
attorney-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
or all amendments (including post-effective amendments) 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 said attorney-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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-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, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:

/s/ Daniel Catalfumo         President and Chief                  March 17, 1999
-------------------------    Executive Officer
Daniel Catalfumo             and Director     
                             

/s/ Richard Rosso            Executive Vice President             March 17, 1999
-------------------------    of Entertainment, Chief
Richard Rosso                Operating Officer,     
                             Secretary, Treasurer   
                             (Principal Financial   
                             Officer) and Director  
                             

-------------------------    Executive Vice President
Anthony DiMatteo             of Sale and Marketing
                             and Director

                                      -6-