================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          POWDER RIVER BASIN GAS CORP.
                                ----------------
             (Exact name of registrant as specified in its charter)

            Colorado                           84-1521645
----------------------------------      -------------------------------------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
 incorporation  or  organization)

                                  P.O. Box 7500
                                Dallas, TX 75209
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-31945

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                           Gregory C. Smith, President
                                  P.O. Box 7500
                                Dallas, TX 75209
                        ---------------------------------
                     (Name and address of agent for service)

                                 (214) 526-5678
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                      <C>           <C>               <C>               <C>
 ==============================================================================
                                      Proposed          Proposed
Title of               Amount         Maximum           Maximum             Amount of
Securities to          to be          Offering Price    Aggregate           Registration
Be Registered          Registered     Per Share (1)     Offering Price (1)  Fee
----------------       -----------   ---------------- -------------------  --------------
Common Stock,          5,200,000         $0.045          $234,000           $61.78
par value $.0001
per share
-----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on February 7, 2003.
 ==============================================================================
</TABLE>
<PAGE>


EXPLANATORY NOTE
----------------
In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------
     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Powder  River  Basin  Gas Corp.'s Annual Report on Form 10-K for the
year  ended  December  31,  2001;

     2.     Powder  River  Basin Gas Corp.'s Quarterly Report on Form 10-QSB for
the  quarter  ended  September  30,  2002;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  November  14,  2000.

     All  documents  filed  by Powder River Basin Gas Corp., pursuant to Section
13(a),  13(c),  14  or  15(d)  of  the  1934  Act subsequent to the date of this
prospectus  and prior to the termination of this offering, shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference  shall  be modified or superseded by any information contained in this
prospectus  or  in  any  other  document  filed later with the Commission, which
modifies  or  supersedes  such information.  Any information that is modified or
superseded shall become a part of this prospectus as the information has been so
modified  or  superseded.

     We  will  provide  without  charge  to  each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents). Please direct such requests to Gregory C. Smith,
P.O.  Box  7500  Dallas,  TX  75209  at  (214)  526-5678.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  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.

<PAGE>

     Any  statement  contained  in  any  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  such  statement  so modified or superseded shall not be deemed,
except  as  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
        --------------------------------------
None


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
        -----------------------------------------
The Corporation Laws of the State of Colorado and Powder River Basin Gas Corp.'s
Bylaws provide for indemnification of 2-Infinity.com'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
2-Infinity.com, 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
Powder River Basin Gas Corp.'s Articles of Incorporation.


ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------
Not  applicable


ITEM  8.  EXHIBITS.
          --------
3.1      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2      By-laws of the Company, as amended (1)
5.1      Opinion  of  Michael  S.  Krome,  P.C.  (2)
23.1     Consent  of  Chisholm  &  Associates,  CPA's,  Independent  Auditor (2)
24.1     Consent  of  Michael  S.  Krome,  P.C.(included  in  Exhibit  5.1)

(1)  Incorporated by reference from the Company's Amended Report on Form 10-KSB,
     filed with the Commission on November 14, 2000, and as amended thereafter,
     and incorporated herein by reference.

(2)  Filed herewith

                                        2
<PAGE>

ITEM  9.  UNDERTAKINGS.

         The  undersigned,  the  Company,  hereby  undertakes:
         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");
          (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,
represents a fundamental change in the information set forth in the registration
statement;
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.
          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.
          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  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  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  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 Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company 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  Company  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.

                                        3

<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,  hereunto duly
authorized,  in  City  of  Dallas,  State  of  Texas  on  February  10,  2003.

                                   Powder  River  Basin  Gas  Corp.

                                   By:   /s/  Gregory  C.  Smith
                                   ------------------------------
                                   Gregory  C.  Smith

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and appoints Gregory C. Smith, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign any or all 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 or substitutes, 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 below by the following persons in the
capacities  and  on  the  date  indicated:

Signature                          Title                         Date
----------                          -----                        ----
(1)  Principal  Executives

/s/     Gregory C. Smith          President, CEO               February 10, 2003
-------------------
     Gregory  C.  Smith


(2)  Directors

/s/     Gregory  C. Smith         Sole Director                February 10, 2003
------------------
     Gregory  C.  Smith




                                        4

<PAGE>



EXHIBIT  INDEX

EXHIBIT  NUMBER     DESCRIPTION
---------------     -----------
3.3      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.4      By-laws of the Company, as amended (1)
5.2      Opinion  of  Michael  S.  Krome,  P.C.  (2)
23.1     Consent  of  Chisholm  &  Associates,  CPA's,  Independent  Auditor (2)
24.2     Consent  of  Michael  S.  Krome,  P.C.(included  in  Exhibit  5.1)

(3)     Incorporated  by  reference  from  the  Company's Amended Report on Form
10-KSB,  filed  with  the  Commission  on  November  14,  2000,  and  as amended
thereafter,  and  incorporated  herein  by  reference.

Filed  herewith





                                        5

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14694}]
{"company-data": {"conformed-name": "POWDER RIVER BASIN GAS CORP", "cik": "0001125557", "irs-number": "841521645", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103117", "film-number": "03552812"}, "business-address": {"street1": "P.O. BOX 7500", "street2": "-", "city": "DALLAS", "state": "TX", "zip": "75209", "phone": "214-526-5678"}, "mail-address": {"street1": "P.O. BOX 7500", "street2": "-", "city": "DALLAS", "state": "TX", "zip": "75209"}, "former-company": {"former-conformed-name": "CELEBRITY SPORTS NETWORKS INC", "date-changed": "20001109"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          POWDER RIVER BASIN GAS CORP.
                                ----------------
             (Exact name of registrant as specified in its charter)

            Colorado                           84-1521645
----------------------------------      -------------------------------------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
 incorporation  or  organization)

                                  P.O. Box 7500
                                Dallas, TX 75209
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-31945

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                           Gregory C. Smith, President
                                  P.O. Box 7500
                                Dallas, TX 75209
                        ---------------------------------
                     (Name and address of agent for service)

                                 (214) 526-5678
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
==============================================================================
                                      Proposed          Proposed
Title of               Amount         Maximum           Maximum             Amount of
Securities to          to be          Offering Price    Aggregate           Registration
Be Registered          Registered     Per Share (1)     Offering Price (1)  Fee
----------------       -----------   ---------------- -------------------  --------------
Common Stock,          5,200,000         $0.045          $234,000           $61.78
par value $.0001
per share
-----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on February 7, 2003.
 ==============================================================================
EXPLANATORY NOTE
----------------
In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------
     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Powder  River  Basin  Gas Corp.'s Annual Report on Form 10-K for the
year  ended  December  31,  2001;

     2.     Powder  River  Basin Gas Corp.'s Quarterly Report on Form 10-QSB for
the  quarter  ended  September  30,  2002;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  November  14,  2000.

     All  documents  filed  by Powder River Basin Gas Corp., pursuant to Section
13(a),  13(c),  14  or  15(d)  of  the  1934  Act subsequent to the date of this
prospectus  and prior to the termination of this offering, shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference  shall  be modified or superseded by any information contained in this
prospectus  or  in  any  other  document  filed later with the Commission, which
modifies  or  supersedes  such information.  Any information that is modified or
superseded shall become a part of this prospectus as the information has been so
modified  or  superseded.

     We  will  provide  without  charge  to  each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents). Please direct such requests to Gregory C. Smith,
P.O.  Box  7500  Dallas,  TX  75209  at  (214)  526-5678.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  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.
Any  statement  contained  in  any  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  such  statement  so modified or superseded shall not be deemed,
except  as  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
        --------------------------------------
None

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
        -----------------------------------------
The Corporation Laws of the State of Colorado and Powder River Basin Gas Corp.'s
Bylaws provide for indemnification of 2-Infinity.com'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
2-Infinity.com, 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
Powder River Basin Gas Corp.'s Articles of Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------
Not  applicable

ITEM  8.  EXHIBITS.
          --------
3.1      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2      By-laws of the Company, as amended (1)
5.1      Opinion  of  Michael  S.  Krome,  P.C.  (2)
23.1     Consent  of  Chisholm  &  Associates,  CPA's,  Independent  Auditor (2)
24.1     Consent  of  Michael  S.  Krome,  P.C.(included  in  Exhibit  5.1)

(1)  Incorporated by reference from the Company's Amended Report on Form 10-KSB,
     filed with the Commission on November 14, 2000, and as amended thereafter,
     and incorporated herein by reference.

(2)  Filed herewith

                                        2
ITEM  9.  UNDERTAKINGS.

         The  undersigned,  the  Company,  hereby  undertakes:
         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");
          (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,
represents a fundamental change in the information set forth in the registration
statement;
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.
          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.
          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  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  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  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 Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company 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  Company  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.

                                        3
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,  hereunto duly
authorized,  in  City  of  Dallas,  State  of  Texas  on  February  10,  2003.

                                   Powder  River  Basin  Gas  Corp.

                                   By:   /s/  Gregory  C.  Smith
                                   ------------------------------
                                   Gregory  C.  Smith

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and appoints Gregory C. Smith, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign any or all 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 or substitutes, 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 below by the following persons in the
capacities  and  on  the  date  indicated:

Signature                          Title                         Date
----------                          -----                        ----
(1)  Principal  Executives

/s/     Gregory C. Smith          President, CEO               February 10, 2003
-------------------
     Gregory  C.  Smith

(2)  Directors

/s/     Gregory  C. Smith         Sole Director                February 10, 2003
------------------
     Gregory  C.  Smith

                                        4
EXHIBIT  INDEX

EXHIBIT  NUMBER     DESCRIPTION
---------------     -----------
3.3      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.4      By-laws of the Company, as amended (1)
5.2      Opinion  of  Michael  S.  Krome,  P.C.  (2)
23.1     Consent  of  Chisholm  &  Associates,  CPA's,  Independent  Auditor (2)
24.2     Consent  of  Michael  S.  Krome,  P.C.(included  in  Exhibit  5.1)

(3)     Incorporated  by  reference  from  the  Company's Amended Report on Form
10-KSB,  filed  with  the  Commission  on  November  14,  2000,  and  as amended
thereafter,  and  incorporated  herein  by  reference.

Filed  herewith

                                        5