AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 2002

                                                REGISTRATION NO. 33-____________





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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                             GROUP MANAGEMENT CORP.
             (Exact Name of Registrant as Specified in Its Charter)



              DELAWARE                            59-2919648
  (State or Other Jurisdiction of              (I.R.S. Employer
  Incorporation or Organization)              Identification No.)


                         13135 DAIRY ASHFORD, SUITE 525
                            SUGAR LAND, TEXAS  77478
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                          2002 Omnibus Securities Plan
                            (Full Title of the Plan)
                              ____________________

                                 Elorian Landers
                             Group Management Corp.
                         13135 Dairy Ashford, Suite 525
                            Sugar Land, Texas  77478
                                 (281) 295-8400
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

<PAGE>


                                        CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>


<S>                      <C>             <C>                           <C>                        <C>

Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered (3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .         450,000  $                       2.00  $                 900,000  $           82.80
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.         450,000  $                       2.00  $                 900,000  $           82.80

</TABLE>


(1)       Estimated  solely  for  the  purpose  of  computing  the amount of the
          registration fee pursuant to Rule 457(c) based on the closing price as
          reported  by  the  NASDAQ Over-The-Counter Bulletin Board on March 18,
          2002.

(2)       The  securities  to  be  registered  represent shares of  Common Stock
          reserved  for  issuance  under the Group Management Corp. 2002 Omnibus
          Securities  Plan  (the "Plan"). Pursuant to Rule 416, shares of Common
          Stock  of  the  Company  issuable  pursuant  to the exercise of awards
          granted  or  to be granted under the Plan in order to prevent dilution
          resulting  from  any  future  stock  split, stock dividend, or similar
          transaction,  are  also  being  registered hereunder. Also includes an
          indeterminate amount of securities to be included in the Plan as it is
          amended,  on March 1 of each year, to include up to ten percent of the
          outstanding  shares  of  Common  Stock  of  the  Company.


                                        2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
      Prospectus  is omitted  from the Registration Statement in accordance with
      Rule  428  under  the Securities Act  of 1933, as amended (the "Securities
      Act"),  and  the  Note  to  Part  I  of  Form  S-8.

                                        3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)   The Registrant's  Annual  Report  dated  November 8, 2001 on Form 10-KSB/A
      filed  with  the  Commission  on  November  8,  2001.


(ii)  The Registrant's  Quarterly  Report Dated November 15, 2001 on Form 10-QSB
      filed  with  the  Commission  on  November  16,  2001.

(iii) All other  reports  and documents previously and subsequently filed by the
      Registrant before  and  after  the  date  of  this  Registration Statement
      pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
      Act of  1934  and  prior to the filing of a post-effective amendment which
      indicates that  all  securities  offered  hereby  have  been sold or which
      deregisters all  securities  then  remaining unsold, shall be deemed to be
      incorporated by  reference  and  to  be a part hereof from the date of the
      filing of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

The  Company's authorized capital stock consists of 150,000,000 shares of Common
Stock,  par  value  $0.0001  per  share.

The  holders  of  Common  Stock  are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

The holders of Common Stock are entitled to receive, ratably, dividends when, as
and  if  declared  by  the  Board  of  Directors  out of funds legally available
therefore.  The  current policy of the Board of Directors, however, is to retain
earnings,  if  any,  for  the operation and expansion of the Company's business.

Upon  liquidation,  dissolution,  or  winding  up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

The  holders of Common Stock do not have preemptive, subscription, redemption or
conversion  rights  under  the  Company's Articles of Incorporation, as amended.
There  are  no  redemption  or  sinking fund provisions applicable to the Common
Stock.  The outstanding shares of Common Stock are fully paid and nonassessable.

                                        4
<PAGE>

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Delaware and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

3.1      Articles  of  Incorporation of the Registrant, as amended (incorporated
         by reference).


3.2      Bylaws  of  the  Registrant  (incorporated  by  reference).

4.1      Group  Management  Corp.  2002  Omnibus  Securities  Plan (the "Plan").

4.2      Form  of  Incentive Stock Option Agreement relating to options granted
         under  the  Plan.

4.3      Form  of  Non  Statutory  Stock  Option  Agreement relating to options
         granted  under  the  Plan.

4.4      Form of Common Stock Purchase Agreement relating to restricted stock
         granted  under  the  Plan.

5.1      Opinion  of  The  Lebrecht  Group,  APLC.

23.1     Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2     Consent  of  Wrinkle,  Gardner  &  Company,  P.C.
 ___________________


                                        5
<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:

               (i)  To  include  any prospectus required by section 10(a) (3) of
          the  Securities  Act  of  1933;

               (ii)  To  reflect  in  the prospectus any facts or events arising
          after  the  effective  date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in  the  registration  statement;  and

               (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; provided, however, that paragraphs (a) (1)(i)
          and (a) (1) (ii) do not apply if the registration statement is on Form
          S-3,  Form S-8 or Form F-3 and the information required to be included
          in  a  post-effective  amendment  by  those paragraphs is contained in
          periodic  reports  filed  with  or  furnished to the Commission by the
          registrant  pursuant  to Section 13 or Section 15(d) of the Securities
          Exchange  Act  of  1934  that  are  incorporated  by  reference in the
          registration  statement.

          (2)  That,  for  the  purpose  of  determining any liability under the
     Securities  Act of 1933, each 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)  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  (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.


     (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 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.

                                        6
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Sugar  Land,  State of Texas, on March 19, 2002.



                                              Group  Management  Corp.

                                              /s/  Elorian  Landers
                                              _________________________________

                                              By:     Elorian  Landers
                                              Its:    Chief  Executive  Officer



     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/  Clay  Border
_____________________________        Director
Clay  Border



/s/  Thomas  McCrimmon               Director
_____________________________
Thomas  McCrimmon

                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14439}]
{"company-data": {"conformed-name": "GROUP MANAGEMENT CORP", "cik": "0000826674", "assigned-sic": "6770", "irs-number": "592919648", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85052", "film-number": "02589171"}, "business-address": {"street1": "13135 DAIRY ASHFORD", "street2": "SUITE 525", "city": "SUGAR LAND", "state": "TX", "zip": "77048", "phone": "7135969308"}, "former-company": [{"former-conformed-name": "IVG CORP", "date-changed": "20010417"}, {"former-conformed-name": "SCI TECH VENTURES INC", "date-changed": "19920703"}, {"former-conformed-name": "INTERNET VENTURE GROUP INC", "date-changed": "20000210"}, {"former-conformed-name": "STRATEGIC VENTURES INC /FL", "date-changed": "19990701"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 2002

                                                REGISTRATION NO. 33-____________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                             GROUP MANAGEMENT CORP.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                            59-2919648
  (State or Other Jurisdiction of              (I.R.S. Employer
  Incorporation or Organization)              Identification No.)

                         13135 DAIRY ASHFORD, SUITE 525
                            SUGAR LAND, TEXAS  77478
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                          2002 Omnibus Securities Plan
                            (Full Title of the Plan)
                              ____________________

                                 Elorian Landers
                             Group Management Corp.
                         13135 Dairy Ashford, Suite 525
                            Sugar Land, Texas  77478
                                 (281) 295-8400
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240
CALCULATION  OF  REGISTRATION  FEE
Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered (3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .         450,000  $                       2.00  $                 900,000  $           82.80
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.         450,000  $                       2.00  $                 900,000  $           82.80
(1)       Estimated  solely  for  the  purpose  of  computing  the amount of the
          registration fee pursuant to Rule 457(c) based on the closing price as
          reported  by  the  NASDAQ Over-The-Counter Bulletin Board on March 18,
          2002.

(2)       The  securities  to  be  registered  represent shares of  Common Stock
          reserved  for  issuance  under the Group Management Corp. 2002 Omnibus
          Securities  Plan  (the "Plan"). Pursuant to Rule 416, shares of Common
          Stock  of  the  Company  issuable  pursuant  to the exercise of awards
          granted  or  to be granted under the Plan in order to prevent dilution
          resulting  from  any  future  stock  split, stock dividend, or similar
          transaction,  are  also  being  registered hereunder. Also includes an
          indeterminate amount of securities to be included in the Plan as it is
          amended,  on March 1 of each year, to include up to ten percent of the
          outstanding  shares  of  Common  Stock  of  the  Company.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
      Prospectus  is omitted  from the Registration Statement in accordance with
      Rule  428  under  the Securities Act  of 1933, as amended (the "Securities
      Act"),  and  the  Note  to  Part  I  of  Form  S-8.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)   The Registrant's  Annual  Report  dated  November 8, 2001 on Form 10-KSB/A
      filed  with  the  Commission  on  November  8,  2001.

(ii)  The Registrant's  Quarterly  Report Dated November 15, 2001 on Form 10-QSB
      filed  with  the  Commission  on  November  16,  2001.

(iii) All other  reports  and documents previously and subsequently filed by the
      Registrant before  and  after  the  date  of  this  Registration Statement
      pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
      Act of  1934  and  prior to the filing of a post-effective amendment which
      indicates that  all  securities  offered  hereby  have  been sold or which
      deregisters all  securities  then  remaining unsold, shall be deemed to be
      incorporated by  reference  and  to  be a part hereof from the date of the
      filing of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

The  Company's authorized capital stock consists of 150,000,000 shares of Common
Stock,  par  value  $0.0001  per  share.

The  holders  of  Common  Stock  are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

The holders of Common Stock are entitled to receive, ratably, dividends when, as
and  if  declared  by  the  Board  of  Directors  out of funds legally available
therefore.  The  current policy of the Board of Directors, however, is to retain
earnings,  if  any,  for  the operation and expansion of the Company's business.

Upon  liquidation,  dissolution,  or  winding  up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

The  holders of Common Stock do not have preemptive, subscription, redemption or
conversion  rights  under  the  Company's Articles of Incorporation, as amended.
There  are  no  redemption  or  sinking fund provisions applicable to the Common
Stock.  The outstanding shares of Common Stock are fully paid and nonassessable.

                                        4
ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Delaware and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

3.1      Articles  of  Incorporation of the Registrant, as amended (incorporated
         by reference).

3.2      Bylaws  of  the  Registrant  (incorporated  by  reference).

4.1      Group  Management  Corp.  2002  Omnibus  Securities  Plan (the "Plan").

4.2      Form  of  Incentive Stock Option Agreement relating to options granted
         under  the  Plan.

4.3      Form  of  Non  Statutory  Stock  Option  Agreement relating to options
         granted  under  the  Plan.

4.4      Form of Common Stock Purchase Agreement relating to restricted stock
         granted  under  the  Plan.

5.1      Opinion  of  The  Lebrecht  Group,  APLC.

23.1     Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2     Consent  of  Wrinkle,  Gardner  &  Company,  P.C.
 ___________________

                                        5
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:

               (i)  To  include  any prospectus required by section 10(a) (3) of
          the  Securities  Act  of  1933;

               (ii)  To  reflect  in  the prospectus any facts or events arising
          after  the  effective  date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in  the  registration  statement;  and

               (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; provided, however, that paragraphs (a) (1)(i)
          and (a) (1) (ii) do not apply if the registration statement is on Form
          S-3,  Form S-8 or Form F-3 and the information required to be included
          in  a  post-effective  amendment  by  those paragraphs is contained in
          periodic  reports  filed  with  or  furnished to the Commission by the
          registrant  pursuant  to Section 13 or Section 15(d) of the Securities
          Exchange  Act  of  1934  that  are  incorporated  by  reference in the
          registration  statement.

          (2)  That,  for  the  purpose  of  determining any liability under the
     Securities  Act of 1933, each 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)  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  (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.

     (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 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.

                                        6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Sugar  Land,  State of Texas, on March 19, 2002.

                                              Group  Management  Corp.

                                              /s/  Elorian  Landers
                                              _________________________________

                                              By:     Elorian  Landers
                                              Its:    Chief  Executive  Officer

     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/  Clay  Border
_____________________________        Director
Clay  Border

/s/  Thomas  McCrimmon               Director
_____________________________
Thomas  McCrimmon

                                        7