UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

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

                                 000-28481
                              ----------------
                           Commission File Number

                                ICONET, INC.
               ----------------------------------------------
           (Exact name of registrant as specified in its charter)

     Nevada                                            86-0891931
----------------------                   ----------------------------------
(State of organization)                (I.R.S. Employer Identification No.)

                               8 Gaucho Drive
                         Rolling Hills Estates, CA
                        ---------------------------
                  (Address of principal executive offices)

                               (416) 682-9255
                             -----------------
              Company's telephone number, including area code

                        Consultant Compensation Plan
                      -------------------------------
                          (Full Title Of The Plan)

                          Randy Miller, President
                               8 Gaucho Drive
                      Rolling Hills Estates, CA 90274
                  ---------------------------------------
                  (Name And Address Of Agent For Service)

                               (416) 682-9255
                           ---------------------
       (Telephone Number, Including Area Code, Of Agent For Service)

                      Calculation Of Registration Fee
<Table><Caption>
-------------------------------------------------------------------------------
   Title of                          Proposed        Proposed        Amount of
  Securities           Amount        Maximum          Maximum       Registration
    To be              to be         Offering        Aggregate          Fee
  Registered         Registered      Price Per       Offering
                                       Share           Price
-------------------------------------------------------------------------------
<S>                  <C>             <C>            <C>             <C>
Common Stock,         2,000,000        $ .16        $320,000.00       $ 80.00
 .001 Par Value
</Table>
PART  I.  INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.  PLAN  INFORMATION

(A)   GENERAL  PLAN  INFORMATION

(1)   THE PLAN IS TO BE ENTITLED "THE CONSULTANT COMPENSATION PLAN" AND IS
      TO BE  OFFERED  BY  ICONET, INC. (HEREINAFTER "REGISTRANT").

                                     1

(2)   THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING
      CONSULTANT (HEREINAFTER CONSULTANT) FOR SERVICES
      RENDERED TO REGISTRANT, NONE OF WHICH SERVICES RELATE TO THE OFFER OR
      SALE OF SECURITIES IN A CAPITAL RAISING TRANSACTION OR THE DIRECT OR
      INDIRECT PROMOTION OR MAINTENANCE OF A MARKET FOR THE REGISTRANT'S
      SECURITIES:

(A)   ADOLF MARKONES                                       2,000,000 SHARES
      Obere Hauptstrasse 23
      2471 Rohrau
      Austria

      SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN IDENTIFYING
      ACQUISITION TARGETS AND IN STRUCTURING POSSIBLE MERGERS/ACQUISITIONS
      TO EXPAND REGISTRANT'S BUSINESS OPERATIONS AND PROVIDE GENERAL
      BUSINESS CONSULTING SERVICES TO REGISTRANT.

THE TERM OF ALL OF THE ABOVE-REFERENCED CONSULTING AGREEMENT IS SIX
(6) MONTHS FROM THE DATE OF THE AGREEMENT, AUGUST 28, 2001, UNLESS EXTENDED
BY MUTUAL AGREEMENT OF THE PARTIES OR PREVIOUSLY TERMINATED. THIS IS
CONTEMPLATED TO BE A ONE-TIME TRANSFER OF REGISTRANT'S SECURITIES TO
CONSULTANT. THERE ARE NO PROVISIONS FOR MODIFICATION, EARLY TERMINATION, OR
EXTENSION CURRENTLY BEING CONTEMPLATED.

(3)   THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO
      ANY PROVISIONS OF ERISA.

(4)   CONTACT INFORMATION: RANDY MILLER, PRESIDENT OF REGISTRANT, 8 GAUCHO
      DRIVE ROLLING HILLS ESTATES, CA 90274; TELEPHONE:  (416) 682-9255.

(B)   SECURITIES  TO  BE  OFFERED

(1)   A TOTAL OF 2,000,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
      OFFERED.

(2)   NOT  APPLICABLE

(C)   EMPLOYEES  WHO  MAY PARTICIPATE IN THE PLAN: THE CONSULTANT LISTED IN
      NO.  2  ABOVE  IS THE  ONLY  ELIGIBLE  PARTICIPANT IN  THIS  PLAN.


                                     2

(D)   PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
      SECURITIES OFFERED:

      (1) CONSULTANT SHALL HAVE SHARES ISSUED TO HIM AS FULL CONSIDERATION
          FOR THE REFERENCED SERVICES.

      (2) CONSULTANT SHALL BE DEEMED TO HAVE PAID IN FULL FOR THE SHARES AS
          COMPENSATION FOR THE CONSULTING SERVICES UNDER REGISTRANT'S
          CONSULTING SERVICES PLAN.

      (3) CONSULTANT IS PERMITTED TO RECEIVE A TOTAL OF 2,000,000 SHARES.

      (4) NOT  APPLICABLE

      (5) NOT  APPLICABLE

      (6) THE  SECURITIES  WILL  BE  ISSUED  DIRECTLY  FROM REGISTRANT'S
          TREASURY; NO  FEES,  COMMISSIONS  OR  OTHER  CHARGES
          WILL  BE  PAID.

(E)   RESALE  RESTRICTIONS:  NO  RESTRICTIONS  ON  RESALE  ARE  CURRENTLY
      CONTEMPLATED.

(F)   TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANT WILL REALIZE INCOME
      WHEN HE RECEIVES THE SHARES, BASED ON HIS AGREEMENT WITH
      REGISTRANT, AND MAY REALIZE A GAIN WHEN HE SELLS THE SHARES, BASED ON
      THE SALE PRICE HE RECEIVES VERSUS THE PURCHASE PRICE. REGISTRANT DOES
      NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE PLAN DOES NOT, TO THE
      BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE
      INTERNAL REVENUE CODE.

(G)   INVESTMENT  OF FUNDS: THERE WILL BE NO  FUNDS RECEIVED.

(H)   WITHDRAWAL  FROM  THE  PLAN;  ASSIGNMENT  OF  INTEREST

      (1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.

      (2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
         BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF
          CONSULTANT CHOOSES TO ASSIGN HIS INTEREST TO A THIRD PARTY.

      (3) NOT  APPLICABLE

(I)   FORFEITURES  AND  PENALTIES:  THERE  IS  NO  CURRENTLY  CONTEMPLATED
      FORFEITURE  OR  PENALTY  EVENT.

(J)   CHARGES,  DEDUCTIONS  AND  LIENS  THEREOF

      (1) THERE  ARE  NO  CHARGES  OR  DEDUCTIONS  CURRENTLY  CONTEMPLATED.

      (2) THERE  ARE  NO  CREATION  OF  LIEN  TERMS CURRENTLY CONTEMPLATED.

      (3) NOT  APPLICABLE


                                     3

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO CONSULTANTS UPON THE FILING OF THIS
FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.

PART  II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE

(A)   THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER
      31, 2001 IS HEREBY INCORPORATED BY REFERENCE.

(B)   THE 10-Q REPORTS FILED BY  REGISTRANT  FOR  THE  FISCAL QUARTERS
      ENDING SEPTEMBER 30, 2001, MARCH 31, 2002 AND JUNE 30, 2002, AND THE
      FORMS 8-K FILED SEPTEMBER 5, 2001 AND JUNE 12, 2002, ARE HEREBY
      INCORPORATED BY REFERENCE.

(C)   NOT  APPLICABLE

IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO
SECTIONS 13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934,
IF ANY, ARE INCORPORATED BY REFERENCE.

ITEM  4.  DESCRIPTION  OF  SECURITIES

NOT  APPLICABLE.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

NONE.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO
RE-OFFERING OR RESALE OF RESTRICTED SECURITIES INVOLVED.

ITEM  8.  EXHIBITS

EXHIBIT 5 - OPINION OF LEGAL COUNSEL

EXHIBIT  15  -  LETTER RE UNAUDITED  INTERIM  FINANCIAL  INFORMATION

EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL (SEE EXHIBITS 5 AND 15)


                                     4

ITEM  9.  UNDERTAKINGS

      INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") 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 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,
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 OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF TORONTO, CANADA, ON AUGUST 29,
2002.

ICONET, INC.,
A  NEVADA  CORPORATION



BY: /s/ RANDY MILLER
________________________________________
   RANDY MILLER,  PRESIDENT



PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.


/s/ RANDY MILLER
________________________________________
   RANDY MILLER, PRESIDENT


DATE: AUGUST 29, 2002
[{"type": "S-8", "sequence": "1", "filename": "iconets8.txt", "description": "FORM S-8 FOR ICONET, INC.", "secsgml_size_bytes": 10384}]
{"company-data": {"conformed-name": "ICONET INC", "cik": "0001080360", "assigned-sic": "3651", "irs-number": "860891931", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99011", "film-number": "02754253"}, "business-address": {"street1": "8 GAUCHO DRIVE", "city": "ROLLING HILLS ESTATE", "state": "CA", "zip": "90274", "phone": "4166829255"}, "mail-address": {"street1": "8 GAUCHO DRIVE", "city": "ROLLNG HILLS ESTATES", "state": "CA", "zip": "90274"}, "former-company": {"former-conformed-name": "DIGITAL VIDEO DISPLAY TECHNOLOGY CORP", "date-changed": "19990224"}}
UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

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

                                 000-28481
                              ----------------
                           Commission File Number

                                ICONET, INC.
               ----------------------------------------------
           (Exact name of registrant as specified in its charter)

     Nevada                                            86-0891931
----------------------                   ----------------------------------
(State of organization)                (I.R.S. Employer Identification No.)

                               8 Gaucho Drive
                         Rolling Hills Estates, CA
                        ---------------------------
                  (Address of principal executive offices)

                               (416) 682-9255
                             -----------------
              Company's telephone number, including area code

                        Consultant Compensation Plan
                      -------------------------------
                          (Full Title Of The Plan)

                          Randy Miller, President
                               8 Gaucho Drive
                      Rolling Hills Estates, CA 90274
                  ---------------------------------------
                  (Name And Address Of Agent For Service)

                               (416) 682-9255
                           ---------------------
       (Telephone Number, Including Area Code, Of Agent For Service)

                      Calculation Of Registration Fee
-------------------------------------------------------------------------------
   Title of                          Proposed        Proposed        Amount of
  Securities           Amount        Maximum          Maximum       Registration
    To be              to be         Offering        Aggregate          Fee
  Registered         Registered      Price Per       Offering
                                       Share           Price
-------------------------------------------------------------------------------
Common Stock,         2,000,000        $ .16        $320,000.00       $ 80.00
 .001 Par Value
PART  I.  INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.  PLAN  INFORMATION

(A)   GENERAL  PLAN  INFORMATION

(1)   THE PLAN IS TO BE ENTITLED "THE CONSULTANT COMPENSATION PLAN" AND IS
      TO BE  OFFERED  BY  ICONET, INC. (HEREINAFTER "REGISTRANT").

                                     1

(2)   THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING
      CONSULTANT (HEREINAFTER CONSULTANT) FOR SERVICES
      RENDERED TO REGISTRANT, NONE OF WHICH SERVICES RELATE TO THE OFFER OR
      SALE OF SECURITIES IN A CAPITAL RAISING TRANSACTION OR THE DIRECT OR
      INDIRECT PROMOTION OR MAINTENANCE OF A MARKET FOR THE REGISTRANT'S
      SECURITIES:

(A)   ADOLF MARKONES                                       2,000,000 SHARES
      Obere Hauptstrasse 23
      2471 Rohrau
      Austria

      SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN IDENTIFYING
      ACQUISITION TARGETS AND IN STRUCTURING POSSIBLE MERGERS/ACQUISITIONS
      TO EXPAND REGISTRANT'S BUSINESS OPERATIONS AND PROVIDE GENERAL
      BUSINESS CONSULTING SERVICES TO REGISTRANT.

THE TERM OF ALL OF THE ABOVE-REFERENCED CONSULTING AGREEMENT IS SIX
(6) MONTHS FROM THE DATE OF THE AGREEMENT, AUGUST 28, 2001, UNLESS EXTENDED
BY MUTUAL AGREEMENT OF THE PARTIES OR PREVIOUSLY TERMINATED. THIS IS
CONTEMPLATED TO BE A ONE-TIME TRANSFER OF REGISTRANT'S SECURITIES TO
CONSULTANT. THERE ARE NO PROVISIONS FOR MODIFICATION, EARLY TERMINATION, OR
EXTENSION CURRENTLY BEING CONTEMPLATED.

(3)   THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO
      ANY PROVISIONS OF ERISA.

(4)   CONTACT INFORMATION: RANDY MILLER, PRESIDENT OF REGISTRANT, 8 GAUCHO
      DRIVE ROLLING HILLS ESTATES, CA 90274; TELEPHONE:  (416) 682-9255.

(B)   SECURITIES  TO  BE  OFFERED

(1)   A TOTAL OF 2,000,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
      OFFERED.

(2)   NOT  APPLICABLE

(C)   EMPLOYEES  WHO  MAY PARTICIPATE IN THE PLAN: THE CONSULTANT LISTED IN
      NO.  2  ABOVE  IS THE  ONLY  ELIGIBLE  PARTICIPANT IN  THIS  PLAN.

                                     2

(D)   PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
      SECURITIES OFFERED:

      (1) CONSULTANT SHALL HAVE SHARES ISSUED TO HIM AS FULL CONSIDERATION
          FOR THE REFERENCED SERVICES.

      (2) CONSULTANT SHALL BE DEEMED TO HAVE PAID IN FULL FOR THE SHARES AS
          COMPENSATION FOR THE CONSULTING SERVICES UNDER REGISTRANT'S
          CONSULTING SERVICES PLAN.

      (3) CONSULTANT IS PERMITTED TO RECEIVE A TOTAL OF 2,000,000 SHARES.

      (4) NOT  APPLICABLE

      (5) NOT  APPLICABLE

      (6) THE  SECURITIES  WILL  BE  ISSUED  DIRECTLY  FROM REGISTRANT'S
          TREASURY; NO  FEES,  COMMISSIONS  OR  OTHER  CHARGES
          WILL  BE  PAID.

(E)   RESALE  RESTRICTIONS:  NO  RESTRICTIONS  ON  RESALE  ARE  CURRENTLY
      CONTEMPLATED.

(F)   TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANT WILL REALIZE INCOME
      WHEN HE RECEIVES THE SHARES, BASED ON HIS AGREEMENT WITH
      REGISTRANT, AND MAY REALIZE A GAIN WHEN HE SELLS THE SHARES, BASED ON
      THE SALE PRICE HE RECEIVES VERSUS THE PURCHASE PRICE. REGISTRANT DOES
      NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE PLAN DOES NOT, TO THE
      BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE
      INTERNAL REVENUE CODE.

(G)   INVESTMENT  OF FUNDS: THERE WILL BE NO  FUNDS RECEIVED.

(H)   WITHDRAWAL  FROM  THE  PLAN;  ASSIGNMENT  OF  INTEREST

      (1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.

      (2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
         BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF
          CONSULTANT CHOOSES TO ASSIGN HIS INTEREST TO A THIRD PARTY.

      (3) NOT  APPLICABLE

(I)   FORFEITURES  AND  PENALTIES:  THERE  IS  NO  CURRENTLY  CONTEMPLATED
      FORFEITURE  OR  PENALTY  EVENT.

(J)   CHARGES,  DEDUCTIONS  AND  LIENS  THEREOF

      (1) THERE  ARE  NO  CHARGES  OR  DEDUCTIONS  CURRENTLY  CONTEMPLATED.

      (2) THERE  ARE  NO  CREATION  OF  LIEN  TERMS CURRENTLY CONTEMPLATED.

      (3) NOT  APPLICABLE

                                     3

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO CONSULTANTS UPON THE FILING OF THIS
FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.

PART  II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE

(A)   THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER
      31, 2001 IS HEREBY INCORPORATED BY REFERENCE.

(B)   THE 10-Q REPORTS FILED BY  REGISTRANT  FOR  THE  FISCAL QUARTERS
      ENDING SEPTEMBER 30, 2001, MARCH 31, 2002 AND JUNE 30, 2002, AND THE
      FORMS 8-K FILED SEPTEMBER 5, 2001 AND JUNE 12, 2002, ARE HEREBY
      INCORPORATED BY REFERENCE.

(C)   NOT  APPLICABLE

IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO
SECTIONS 13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934,
IF ANY, ARE INCORPORATED BY REFERENCE.

ITEM  4.  DESCRIPTION  OF  SECURITIES

NOT  APPLICABLE.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

NONE.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO
RE-OFFERING OR RESALE OF RESTRICTED SECURITIES INVOLVED.

ITEM  8.  EXHIBITS

EXHIBIT 5 - OPINION OF LEGAL COUNSEL

EXHIBIT  15  -  LETTER RE UNAUDITED  INTERIM  FINANCIAL  INFORMATION

EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL (SEE EXHIBITS 5 AND 15)

                                     4

ITEM  9.  UNDERTAKINGS

      INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") 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 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,
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 OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF TORONTO, CANADA, ON AUGUST 29,
2002.

ICONET, INC.,
A  NEVADA  CORPORATION

BY: /s/ RANDY MILLER
________________________________________
   RANDY MILLER,  PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

/s/ RANDY MILLER
________________________________________
   RANDY MILLER, PRESIDENT

DATE: AUGUST 29, 2002