<PAGE>

     As filed with the Securities and Exchange Commission on March 4, 2003,
                        Registration No. ________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                WCM CAPITAL, INC.
                         _______________________________
               (Exact name of registrant as specified in charter)

                 Delaware                             13-2878202
______________________________________________   ___________________
(State  or other jurisdiction of incorporation)    (IRS Employer
                                                    I.D.  Number)


                                  P.O. Box 343
                               Millburn, NJ  07041
              _____________________________________________________
               (Address of principle executive offices) (Zip Code)

                               SERVICES AGREEMENT
                             (Full Title of Plan(s))

                                Robert Waligunda
                                    President
                                WCM Capital, Inc.
                                  P.O. Box 343
                               Millburn, NJ  07041
                                  (973)467-9330
          ______________________________________________________
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                                      Proposed Maximum         Proposed Maximum
Title of Securities     Maximum Amount to be             Offering                    Aggregate           Amount of
 To be Registered:         Registered (1):           Price Per Share (2):       Offering Price       Registration Fee:
---------------------  -----------------------   ---------------------------  -------------------  -------------------
<S>                         <C>                             <C>                     <C>                  <C>
Common Stock, Par
Value, $.01 per share          12,700,000                    $0.01                 $127,000.00          $10.28
---------------------  -----------------------   ---------------------------  -------------------  -------------------
</TABLE>
<PAGE>


CALCULATION  OF  REGISTRATION  FEE  -  NOTES  THERETO

(1) There are registered hereby 12,700,000 shares of Common Stock of WCM
Capital, Inc. (the "Company" or the "Registrant") which were issued pursuant to
Services Agreements between the Company and each of Ann Marie Curd, Joseph
Laura, Girolamo D'Albis, Janet Pennisi, Robert Levin, Richard Brannon, Paul
Goodman, William Petty and Thomas Wagner

(2) Estimated solely for purpose of determining the registration fee pursuant to
Rule  457(c)  under  the Securities Act. The proposed maximum offering price per
share  is  based upon the average of the high and low prices of the common stock
on  March  3,  2003,  as  reported  by  the  National  Quotation  Bureau.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information concerning the agreements between the
Company  and  each  of  Ann  Marie  Curd,  Joseph Laura, Girolamo D'Albis, Janet
Pennisi,  Robert Levin, Richard Brannon, William Martucci, Paul Goodman, William
Petty  and  Thomas  Wagner  to  be contained in the Section 10(a) Prospectus are
omitted  from  the  registration statement in accordance with Rule 428 under the
Securities  Act  of  1933  and  the  Note  to  Part  I  of  Form  S-8.


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM  3.   INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.

The  following  documents,  which are filed or are in the process of being filed
with the Securities Exchange Commission, are hereby incorporated by reference in
this  Registration  Statement.

(a)  The Company's Quarterly Report on Form 10-QSB for the periods ending March
     31, 2002 June 30, 2002 and September 30, 2002;

(b)  The Company's Annual Report on Form 10-KSB for the year ended December 31,
     2001;

(c)  All other Quarterly and Annual Reports filed by the Company pursuant to
     sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
     end of the fiscal year covered by the Annual Report referred to in (b)
     above, to be amended by the Company; and

<PAGE>

(d)  The description of the Registrant's Common Stock contained in the
     Registrant's Amended and Restated Certificate of Incorporation filed with
     the Delaware Secretary of State on December 4, 1995 (Incorporated by
     reference in the Registrant's Annual Report on Form 10-KSB for year ended
     December 31, 1995)

(e)  All other 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 to this Registration Statement
     which indicates that all of the shares of common-stock offered have been
     sold or which deregisters all of such shares then remaining unsold, shall
     be deemed to be incorporated by reference in this Registration Statement
     and to be a part hereof from the date of filing of such documents. Any
     statement contained in a document incorporated or deemed to be incorporated
     by reference herein shall be deemed to be modified or superseded for
     purposes of this Registration Statement to the extent that a statement
     contained herein modifies or supersedes such statement. Any such statement
     so modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement.

ITEM  4.   DESCRIPTION  OF  SECURITIES.

     Not  Applicable

ITEM  5.   INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  validity  of  the shares of Common Stock to be issued pursuant to this
Registration  Statement  will  be passed upon by Paul Goodman, Esq. who is legal
counsel  for  the  Registrant  and  the owner of 200,000 shares to be registered
hereunder.

ITEM  6.   INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

     Section  145  of  the  General  Corporation  Law  of  the State of Delaware
provides  for  broad  indemnification  of  officers and directors and allows the
Company  to  advance funds to such indemnified party to defend such action prior
to  the  adjudication  thereof.  The Certificate of Incorporation of the company
does  not  grant  any  indemnification  rights other than those specifically set
forth  in  Section  145,  nor does the Company maintain any director and officer
liability  insurance  at  this  time.

ITEM  7.   EXEMPTION  FROM  REGISTRATION  CLAIMED.

     None

ITEM  8.   EXHIBITS.

     The  exhibit  index  is contained on page 7 of this Registration Statement.

<PAGE>

ITEM  9.   UNDERTAKINGS.

The  undersigned  registrant  hereby  undertakes:

     (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
Act, as amended;

               (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered  (if  the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of  the  estimated  maximum  offering  range  may  be  reflected  in the form of
prospectus  filed  with  the  Commission  pursuant  to  Rule  424(b)  if, in the
aggregate,  the  changes in volume and price represent no more than a 20% change
in  the  maximum  aggregate  offering  price  set  forth  in the "Calculation of
Registration  Fee"  table  in  the  effective  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)(l)(i) and (a)(l)(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 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  Registrant  hereby  undertakes that, for purposes of
determining  any liability under the Act, each filing of the Registrant's annual

<PAGE>

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  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 Act may be
permitted  to  directors,  officers  and  controlling  persons of the Registrant
pursuant  to  the provisions discussed in Item 6 of this Registration Statement,
or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
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 Act and will be governed by the final adjudication of
such  issue.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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  or  amendment  thereto to be signed on its behalf by the undersigned,
thereunto  duly  authorized,  in the City of New York, the State of New York, on
this  27th  day  of  February,  2003.


                                   WCM  CAPITAL,  INC.

                                   By:  /s/  Robert  Waligunda
                                   _______________________________
                                   Robert  Waligunda,  President,
                                   and  Treasurer

Each  person whose signature appears below on this Registration Statement hereby
constitutes  and appoints Robert Waligunda, President, with full power to act as
his  true and lawful attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for  him  in his name, place and stead, and in any and all
capacities  (until revoked in writing) to sign any and all capacities (including
post-effective amendments and amendments thereto) this Registration Statement on
Form  S-8  of  WCM Capital, Inc. and to file same with all exhibits thereto, and
other  documents  in  connection  therewith,  with  the  Securities and Exchange
Commission,  granting  unto said attorney-in-fact 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 for all intents and purposes, as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
hereof.


<PAGE>

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 dates indicated.


SIGNATURE                           TITLE                         DATE
---------                           -----                         ----

/s/ Robert Waligunda
--------------------
Robert Waligunda               President and Treasurer        February 27, 2003
                               and Director

/s/ Richard Brannon
-------------------
Richard Brannon                Vice President and             February 27, 2003
                               Secretary

/s/ William C. Martucci
-----------------------
William C. Martucci            Director                       February 27, 2003


/s/ William Wishinsky
---------------------
William Wishinsky              Director                       February 27, 2003


/s/ Casey Myhre
---------------
Casey Myhre                    Director                       February 27, 2003


/s/Vincent DeMartino
--------------------
Vincent DeMartino              Director                       February 27, 2003




INDEX TO EXHIBITS

NO     DESCRIPTION
--     -----------

5.      Opinions and Consent of Counsel

23.     Consent of IWA Financial Consultants, LLC, Certified Public Accountants

24.     Power of Attorney (set forth on signature page hereto)




<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14983}]
{"company-data": {"conformed-name": "WCM CAPITAL INC", "cik": "0000215913", "assigned-sic": "1040", "irs-number": "132879202", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103584", "film-number": "03591244"}, "business-address": {"street1": "76 BEAVER ST", "street2": "SUITE 500", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2123442828"}, "mail-address": {"street1": "76 BEAVER ST", "street2": "SUITE 500", "city": "NEW YORK", "state": "NY", "zip": "10005"}, "former-company": {"former-conformed-name": "FRANKLIN CONSOLIDATED MINING CO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 4, 2003,
                        Registration No. ________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                WCM CAPITAL, INC.
                         _______________________________
               (Exact name of registrant as specified in charter)

                 Delaware                             13-2878202
______________________________________________   ___________________
(State  or other jurisdiction of incorporation)    (IRS Employer
                                                    I.D.  Number)

                                  P.O. Box 343
                               Millburn, NJ  07041
              _____________________________________________________
               (Address of principle executive offices) (Zip Code)

                               SERVICES AGREEMENT
                             (Full Title of Plan(s))

                                Robert Waligunda
                                    President
                                WCM Capital, Inc.
                                  P.O. Box 343
                               Millburn, NJ  07041
                                  (973)467-9330
          ______________________________________________________
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum         Proposed Maximum
Title of Securities     Maximum Amount to be             Offering                    Aggregate           Amount of
 To be Registered:         Registered (1):           Price Per Share (2):       Offering Price       Registration Fee:
---------------------  -----------------------   ---------------------------  -------------------  -------------------
Common Stock, Par
Value, $.01 per share          12,700,000                    $0.01                 $127,000.00          $10.28
---------------------  -----------------------   ---------------------------  -------------------  -------------------
CALCULATION  OF  REGISTRATION  FEE  -  NOTES  THERETO

(1) There are registered hereby 12,700,000 shares of Common Stock of WCM
Capital, Inc. (the "Company" or the "Registrant") which were issued pursuant to
Services Agreements between the Company and each of Ann Marie Curd, Joseph
Laura, Girolamo D'Albis, Janet Pennisi, Robert Levin, Richard Brannon, Paul
Goodman, William Petty and Thomas Wagner

(2) Estimated solely for purpose of determining the registration fee pursuant to
Rule  457(c)  under  the Securities Act. The proposed maximum offering price per
share  is  based upon the average of the high and low prices of the common stock
on  March  3,  2003,  as  reported  by  the  National  Quotation  Bureau.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information concerning the agreements between the
Company  and  each  of  Ann  Marie  Curd,  Joseph Laura, Girolamo D'Albis, Janet
Pennisi,  Robert Levin, Richard Brannon, William Martucci, Paul Goodman, William
Petty  and  Thomas  Wagner  to  be contained in the Section 10(a) Prospectus are
omitted  from  the  registration statement in accordance with Rule 428 under the
Securities  Act  of  1933  and  the  Note  to  Part  I  of  Form  S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.   INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.

The  following  documents,  which are filed or are in the process of being filed
with the Securities Exchange Commission, are hereby incorporated by reference in
this  Registration  Statement.

(a)  The Company's Quarterly Report on Form 10-QSB for the periods ending March
     31, 2002 June 30, 2002 and September 30, 2002;

(b)  The Company's Annual Report on Form 10-KSB for the year ended December 31,
     2001;

(c)  All other Quarterly and Annual Reports filed by the Company pursuant to
     sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
     end of the fiscal year covered by the Annual Report referred to in (b)
     above, to be amended by the Company; and
(d)  The description of the Registrant's Common Stock contained in the
     Registrant's Amended and Restated Certificate of Incorporation filed with
     the Delaware Secretary of State on December 4, 1995 (Incorporated by
     reference in the Registrant's Annual Report on Form 10-KSB for year ended
     December 31, 1995)

(e)  All other 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 to this Registration Statement
     which indicates that all of the shares of common-stock offered have been
     sold or which deregisters all of such shares then remaining unsold, shall
     be deemed to be incorporated by reference in this Registration Statement
     and to be a part hereof from the date of filing of such documents. Any
     statement contained in a document incorporated or deemed to be incorporated
     by reference herein shall be deemed to be modified or superseded for
     purposes of this Registration Statement to the extent that a statement
     contained herein modifies or supersedes such statement. Any such statement
     so modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement.

ITEM  4.   DESCRIPTION  OF  SECURITIES.

     Not  Applicable

ITEM  5.   INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  validity  of  the shares of Common Stock to be issued pursuant to this
Registration  Statement  will  be passed upon by Paul Goodman, Esq. who is legal
counsel  for  the  Registrant  and  the owner of 200,000 shares to be registered
hereunder.

ITEM  6.   INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

     Section  145  of  the  General  Corporation  Law  of  the State of Delaware
provides  for  broad  indemnification  of  officers and directors and allows the
Company  to  advance funds to such indemnified party to defend such action prior
to  the  adjudication  thereof.  The Certificate of Incorporation of the company
does  not  grant  any  indemnification  rights other than those specifically set
forth  in  Section  145,  nor does the Company maintain any director and officer
liability  insurance  at  this  time.

ITEM  7.   EXEMPTION  FROM  REGISTRATION  CLAIMED.

     None

ITEM  8.   EXHIBITS.

     The  exhibit  index  is contained on page 7 of this Registration Statement.
ITEM  9.   UNDERTAKINGS.

The  undersigned  registrant  hereby  undertakes:

     (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
Act, as amended;

               (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered  (if  the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of  the  estimated  maximum  offering  range  may  be  reflected  in the form of
prospectus  filed  with  the  Commission  pursuant  to  Rule  424(b)  if, in the
aggregate,  the  changes in volume and price represent no more than a 20% change
in  the  maximum  aggregate  offering  price  set  forth  in the "Calculation of
Registration  Fee"  table  in  the  effective  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)(l)(i) and (a)(l)(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 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  Registrant  hereby  undertakes that, for purposes of
determining  any liability under the Act, 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  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 Act may be
permitted  to  directors,  officers  and  controlling  persons of the Registrant
pursuant  to  the provisions discussed in Item 6 of this Registration Statement,
or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
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 Act and will be governed by the final adjudication of
such  issue.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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  or  amendment  thereto to be signed on its behalf by the undersigned,
thereunto  duly  authorized,  in the City of New York, the State of New York, on
this  27th  day  of  February,  2003.

                                   WCM  CAPITAL,  INC.

                                   By:  /s/  Robert  Waligunda
                                   _______________________________
                                   Robert  Waligunda,  President,
                                   and  Treasurer

Each  person whose signature appears below on this Registration Statement hereby
constitutes  and appoints Robert Waligunda, President, with full power to act as
his  true and lawful attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for  him  in his name, place and stead, and in any and all
capacities  (until revoked in writing) to sign any and all capacities (including
post-effective amendments and amendments thereto) this Registration Statement on
Form  S-8  of  WCM Capital, Inc. and to file same with all exhibits thereto, and
other  documents  in  connection  therewith,  with  the  Securities and Exchange
Commission,  granting  unto said attorney-in-fact 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 for all intents and purposes, as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorney-in-fact 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 below by the following persons in the capacities and
on the dates indicated.

SIGNATURE                           TITLE                         DATE
---------                           -----                         ----

/s/ Robert Waligunda
--------------------
Robert Waligunda               President and Treasurer        February 27, 2003
                               and Director

/s/ Richard Brannon
-------------------
Richard Brannon                Vice President and             February 27, 2003
                               Secretary

/s/ William C. Martucci
-----------------------
William C. Martucci            Director                       February 27, 2003

/s/ William Wishinsky
---------------------
William Wishinsky              Director                       February 27, 2003

/s/ Casey Myhre
---------------
Casey Myhre                    Director                       February 27, 2003

/s/Vincent DeMartino
--------------------
Vincent DeMartino              Director                       February 27, 2003

INDEX TO EXHIBITS

NO     DESCRIPTION
--     -----------

5.      Opinions and Consent of Counsel

23.     Consent of IWA Financial Consultants, LLC, Certified Public Accountants

24.     Power of Attorney (set forth on signature page hereto)