United States
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


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


                    Energy River Corporation
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Nevada                         88-0429812
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)

                8930 E. Raintree Drive, Suite 100
                    Scottsdale, Arizona 85260
             ---------------------------------------
            (Address of principal executive offices)

                         (480) 682-1210
       ---------------------------------------------------
      (Registrant's telephone number, including area code)

                    Energy River Corporation
                2002 Qualified Stock Option Plan
                    ------------------------
                    (Full title of the plans)

                     Terry Neild, President
                    Energy River Corporation
                8930 E. Raintree Drive, Suite 100
                    Scottsdale, Arizona 85260
             --------------------------------------
             (Name and address of agent for service)

                           Copies to:

                    Harold P. Gewerter, Esq.
          Law Offices of Harold P. Gewerter, Esq., Ltd.
                 228 S. Fourth Street, Suite 101
                     Las Vegas, Nevada 89123
                         (702) 382-1714



                            /Page 1/



=================================================================
                 CALCULATION OF REGISTRATION FEE

                                 Proposed   Proposed
                                  maximum    Maximum
                                 offering   Aggregate  Amount of
   Title of       Amount to be     price    offering   registration
  securities       Registered    per unit     price       fee
     to be
  registered
-----------------------------------------------------------------

Common stock,      2,500,000       $0.63    $1,575,000   $376.43
par                  shares
value, $0.001
per
share

-----------------------------------------------------------------

(1)   This  Registration Statement covers,  in  addition  to  the
number  of shares of Common Stock stated above pursuant  to  Rule
416(c)  under  the  Securities  Act  of  1933,  as  amended,   an
additional  indeterminate number of Shares  which  by  reason  of
certain  events  specified in the Plan may  be  offered  or  sold
pursuant to the Plan.

(2)   This estimate is made solely for the purpose of determining
the  amount of the registration fee pursuant to Rule 457(c) under
the  Securities  Act of 1933, as amended and is  based  upon  the
average  of  the  high and low prices of the Registrant's  Common
Stock  as  reported by the NASD OTC Bulletin Board  on  June  18,
2002.

This Registration Statement shall become effective upon filing in
accordance  with Section 8(a) of the Securities Act of  1933,  as
amended, and 17 C.F.R. 462.

                             PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

     Information  required by Part 1, Item 1 to be  contained  in
the  Section  10(a) prospectus is omitted from this  Registration
Statement in accordance with the introductory Note to Part  I  of
Form S-8.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.

     Information  required by Part I, Item 2 to be  contained  in
the  Section  10(a) prospectus is omitted from this  Registration
Statement in accordance with the introductory Note to Part  I  of
Form S-8.



                            /Page 2/



                             PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The   following   documents,  previously  filed   with   the
Securities and Exchange Commission (the "Commission")  under  the
Securities  Exchange Act of 1934 (the "Exchange Act")  by  Energy
River  Corporation  (the  Company") are  incorporated  herein  by
reference:

     (a) The Company's Form 10-SB12G Registration Statement filed
by the Company  under the Exchange Act with the Commission  on
July 13, 2001,  and amendments thereto;

      (b)  The Company's latest annual report for its fiscal year
ended June 30, 2001 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act; and

      (e)  All other reports filed pursuant to Sections 13(a)  or
15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant

     In  addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to  the  date  hereof and prior to the filing of a post-effective
amendment  which indicates that all securities offered have  been
sold  or  which deregisters all securities 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     All  shares of Common Stock bear equal voting rights and are
non assessable.  Voting rights are not cumulative, and so holders
of  more  than 50% of the shares could, if they chose, elect  all
the  Directors.  Upon liquidation, dissolution or winding  up  of
the Company, the assets of the Company, if any, after payment  of
liabilities  and  any liquidation preferences on any  outstanding
preferred  stock, will be distributed pro rata to the holders  of
the  Common Stock.  The holders of the Common Stock do  not  have
preemptive rights to subscribe for any securities of the  Company
and  have  no right to require the Company to redeem or  purchase
their  shares.   Holders of Common Stock are  entitled  to  share
equally  in  dividends when, as and if declared by the  Board  of
Directors, out of funds legally available therefore.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.



                            /Page 3/



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation of the Company provide for the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section   78.752   of  the  GCL,  nor  does  the   Company   have
indemnification  agreements with any of its directors,  officers,
employees or agents.

     In   addition,   Section  78.751  of  the   Nevada   General
Corporation  Laws provides as follows: 78.751 Indemnification  of
officers, directors, employees and agents; advance of expenses.

     1.   A corporation may indemnify any person who was or is  a
party  or  is  threatened to be made a party to  any  threatened,
pending  or completed action, suit or proceeding, whether  civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses, including attorney's fees, judgments, fines and amounts
paid  in  settlement actually and reasonably incurred by  him  in
connection with the action, suitor proceeding if he acted in good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and,  with
respect  to  any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action,  suit  or  proceeding  by  judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be  in  or  not opposed to the best interests of the corporation,
and  that, with respect to any criminal action or proceeding,  he
had reasonable cause to believe that his conduct was unlawful.

     2.   A corporation may indemnify any person who was or is  a
party  or  is  threatened to be made a party to  any  threatened,
pending  or  completed action or suit by or in the right  of  the
corporation to procure a judgment in its favor by reason  of  the
fact that he is or was a director, officer, employee or agent  of
the  corporation,  or is or was serving at  the  request  of  the
corporation as a director, officer, employee or agent of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against expenses, including amounts paid in settlement
and  attorneys' fees actually and reasonably incurred by  him  in
connection with the defense or settlement of the action  or  suit
if  he  acted  in good faith and in a manner which he  reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation. Indemnification may not be made for any claim, issue
or  matter as to which such a person has been adjudged by a court
of  competent  jurisdiction,  after  exhaustion  of  all  appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or



                            /Page 4/



other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

     3.   To  the  extent that a director, officer,  employee  or
agent  of  a  corporation has been successful on  the  merits  or
otherwise  in defense of any action, suit or proceeding  referred
to  in subsections 1 and 2, or in defense of any claim, issue  or
matter therein, he must be indemnified by the corporation against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

     4.   Any  indemnification under subsections 1 and 2,  unless
ordered by a court or advanced pursuant to subsection 5, must  be
made  by the corporation only as authorized in the specific  case
upon  a  determination  that  indemnification  of  the  director,
officer,  employee or agent is proper in the circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

     5.    The  Articles  of  Incorporation,  the  Bylaws  or  an
agreement  made by the corporation may provide that the  expenses
of  officers  and  directors incurred in  defending  a  civil  or
criminal,  suit or proceeding must be paid by the corporation  as
they are incurred and in advance of the final disposition of  the
action, suit or proceeding, upon receipt of an undertaking by  or
on behalf of the director or officer to repay the amount if it is
ultimately  determined by a court of competent jurisdiction  that
he  is  not  entitled  to  be  indemnified  by  corporation.  The
provisions  of  this  subsection do  not  affect  any  rights  to
advancement of expenses to which corporate personnel  other  than
the  directors or officers may be entitled under any contract  or
otherwise by law.

     6.    The   indemnification  and  advancement  of   expenses
authorized in or ordered by a court pursuant to this section: (a)
Does  not  exclude  any other rights to which  a  person  seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under 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,



                            /Page 5/



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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  LIST OF EXHIBITS.

EXHIBIT
NUMBER                     DESCRIPTION/LOCATION

 4.1   Amended  and Restated Articles of Incorporation dated  June
       5, 2002.

 4.2   Bylaws   adopted   February  3,  1999.   (Incorporated   by
       reference   to   Registrant's  Form  10-SB12G  Registration
       Statement filed on July 13, 1999).

 4.3   Energy River Corporation, 2002 Qualified Stock Option Plan

 5.1   Opinion of Harold P. Gewerter, Esq., Ltd.

23.1   Consent  of  Harold  P. Gewerter, Esq., Ltd.  (included  in
       Exhibit 5.1)

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement 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.

  (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.



                            /Page 6/



(b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company'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
Securities  Act of 1933 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 public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred 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  Act  and  will  be  governed  by  the   final
adjudication of such issue.



                            /Page 7/



                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  Company certifies that it has reasonable grounds to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Scottsdale, the State of Arizona, on this 18th day  of  June,
2002.

                    ENERGY RIVER CORPORATION

                              By:  /s/ Terry Neild
                                 ----------------------------
                                 Terry Neild, 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 dates indicated:

     Signature               Title                  Date

  /s/ Terry Neild       President & CEO         June 18, 2002
  -----------------
    Terry Neild

 /s/ Pamela Michie    Corporate Secretary       June 18, 2002
 -----------------
   Pamela Michie

 /s/ Edward Heisler         Director            June 18, 2002
 -------------------
   Edward Heisler


                            /Page 8/



                          EXHIBIT INDEX

EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBIT


 4.1   Amended  and Restated Articles of Incorporation dated  June
       5, 2002.

 4.2   Bylaws   adopted   February  3,  1999.   (Incorporated   by
       reference   to   Registrant's  Form  10-SB12G  Registration
       Statement filed on July 13, 1999).

 4.3   Energy River Corporation, 2002 Qualified Stock Option Plan

 5.1   Opinion of Harold P. Gewerter, Esq., Ltd.

23.1   Consent  of  Harold  P. Gewerter, Esq., Ltd.  (included  in
       Exhibit 5.1)






                            /Page 9/
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{"company-data": {"conformed-name": "REGENCY GROUP LTD INC", "cik": "0001084805", "assigned-sic": "7389", "irs-number": "880416790", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90804", "film-number": "02682552"}, "business-address": {"street1": "8930 E RAINTREE DR", "street2": "SUITE A", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "4807789101"}}
United States
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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

                    Energy River Corporation
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Nevada                         88-0429812
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)

                8930 E. Raintree Drive, Suite 100
                    Scottsdale, Arizona 85260
             ---------------------------------------
            (Address of principal executive offices)

                         (480) 682-1210
       ---------------------------------------------------
      (Registrant's telephone number, including area code)

                    Energy River Corporation
                2002 Qualified Stock Option Plan
                    ------------------------
                    (Full title of the plans)

                     Terry Neild, President
                    Energy River Corporation
                8930 E. Raintree Drive, Suite 100
                    Scottsdale, Arizona 85260
             --------------------------------------
             (Name and address of agent for service)

                           Copies to:

                    Harold P. Gewerter, Esq.
          Law Offices of Harold P. Gewerter, Esq., Ltd.
                 228 S. Fourth Street, Suite 101
                     Las Vegas, Nevada 89123
                         (702) 382-1714

                            /Page 1/

=================================================================
                 CALCULATION OF REGISTRATION FEE

                                 Proposed   Proposed
                                  maximum    Maximum
                                 offering   Aggregate  Amount of
   Title of       Amount to be     price    offering   registration
  securities       Registered    per unit     price       fee
     to be
  registered
-----------------------------------------------------------------

Common stock,      2,500,000       $0.63    $1,575,000   $376.43
par                  shares
value, $0.001
per
share

-----------------------------------------------------------------

(1)   This  Registration Statement covers,  in  addition  to  the
number  of shares of Common Stock stated above pursuant  to  Rule
416(c)  under  the  Securities  Act  of  1933,  as  amended,   an
additional  indeterminate number of Shares  which  by  reason  of
certain  events  specified in the Plan may  be  offered  or  sold
pursuant to the Plan.

(2)   This estimate is made solely for the purpose of determining
the  amount of the registration fee pursuant to Rule 457(c) under
the  Securities  Act of 1933, as amended and is  based  upon  the
average  of  the  high and low prices of the Registrant's  Common
Stock  as  reported by the NASD OTC Bulletin Board  on  June  18,
2002.

This Registration Statement shall become effective upon filing in
accordance  with Section 8(a) of the Securities Act of  1933,  as
amended, and 17 C.F.R. 462.

                             PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

     Information  required by Part 1, Item 1 to be  contained  in
the  Section  10(a) prospectus is omitted from this  Registration
Statement in accordance with the introductory Note to Part  I  of
Form S-8.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.

     Information  required by Part I, Item 2 to be  contained  in
the  Section  10(a) prospectus is omitted from this  Registration
Statement in accordance with the introductory Note to Part  I  of
Form S-8.

                            /Page 2/

                             PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The   following   documents,  previously  filed   with   the
Securities and Exchange Commission (the "Commission")  under  the
Securities  Exchange Act of 1934 (the "Exchange Act")  by  Energy
River  Corporation  (the  Company") are  incorporated  herein  by
reference:

     (a) The Company's Form 10-SB12G Registration Statement filed
by the Company  under the Exchange Act with the Commission  on
July 13, 2001,  and amendments thereto;

      (b)  The Company's latest annual report for its fiscal year
ended June 30, 2001 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act; and

      (e)  All other reports filed pursuant to Sections 13(a)  or
15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant

     In  addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to  the  date  hereof and prior to the filing of a post-effective
amendment  which indicates that all securities offered have  been
sold  or  which deregisters all securities 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     All  shares of Common Stock bear equal voting rights and are
non assessable.  Voting rights are not cumulative, and so holders
of  more  than 50% of the shares could, if they chose, elect  all
the  Directors.  Upon liquidation, dissolution or winding  up  of
the Company, the assets of the Company, if any, after payment  of
liabilities  and  any liquidation preferences on any  outstanding
preferred  stock, will be distributed pro rata to the holders  of
the  Common Stock.  The holders of the Common Stock do  not  have
preemptive rights to subscribe for any securities of the  Company
and  have  no right to require the Company to redeem or  purchase
their  shares.   Holders of Common Stock are  entitled  to  share
equally  in  dividends when, as and if declared by the  Board  of
Directors, out of funds legally available therefore.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                            /Page 3/

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation of the Company provide for the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section   78.752   of  the  GCL,  nor  does  the   Company   have
indemnification  agreements with any of its directors,  officers,
employees or agents.

     In   addition,   Section  78.751  of  the   Nevada   General
Corporation  Laws provides as follows: 78.751 Indemnification  of
officers, directors, employees and agents; advance of expenses.

     1.   A corporation may indemnify any person who was or is  a
party  or  is  threatened to be made a party to  any  threatened,
pending  or completed action, suit or proceeding, whether  civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses, including attorney's fees, judgments, fines and amounts
paid  in  settlement actually and reasonably incurred by  him  in
connection with the action, suitor proceeding if he acted in good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and,  with
respect  to  any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action,  suit  or  proceeding  by  judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be  in  or  not opposed to the best interests of the corporation,
and  that, with respect to any criminal action or proceeding,  he
had reasonable cause to believe that his conduct was unlawful.

     2.   A corporation may indemnify any person who was or is  a
party  or  is  threatened to be made a party to  any  threatened,
pending  or  completed action or suit by or in the right  of  the
corporation to procure a judgment in its favor by reason  of  the
fact that he is or was a director, officer, employee or agent  of
the  corporation,  or is or was serving at  the  request  of  the
corporation as a director, officer, employee or agent of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against expenses, including amounts paid in settlement
and  attorneys' fees actually and reasonably incurred by  him  in
connection with the defense or settlement of the action  or  suit
if  he  acted  in good faith and in a manner which he  reasonably
believed  to  be in or not opposed to the best interests  of  the
corporation. Indemnification may not be made for any claim, issue
or  matter as to which such a person has been adjudged by a court
of  competent  jurisdiction,  after  exhaustion  of  all  appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or

                            /Page 4/

other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

     3.   To  the  extent that a director, officer,  employee  or
agent  of  a  corporation has been successful on  the  merits  or
otherwise  in defense of any action, suit or proceeding  referred
to  in subsections 1 and 2, or in defense of any claim, issue  or
matter therein, he must be indemnified by the corporation against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

     4.   Any  indemnification under subsections 1 and 2,  unless
ordered by a court or advanced pursuant to subsection 5, must  be
made  by the corporation only as authorized in the specific  case
upon  a  determination  that  indemnification  of  the  director,
officer,  employee or agent is proper in the circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

     5.    The  Articles  of  Incorporation,  the  Bylaws  or  an
agreement  made by the corporation may provide that the  expenses
of  officers  and  directors incurred in  defending  a  civil  or
criminal,  suit or proceeding must be paid by the corporation  as
they are incurred and in advance of the final disposition of  the
action, suit or proceeding, upon receipt of an undertaking by  or
on behalf of the director or officer to repay the amount if it is
ultimately  determined by a court of competent jurisdiction  that
he  is  not  entitled  to  be  indemnified  by  corporation.  The
provisions  of  this  subsection do  not  affect  any  rights  to
advancement of expenses to which corporate personnel  other  than
the  directors or officers may be entitled under any contract  or
otherwise by law.

     6.    The   indemnification  and  advancement  of   expenses
authorized in or ordered by a court pursuant to this section: (a)
Does  not  exclude  any other rights to which  a  person  seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under 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,

                            /Page 5/

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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  LIST OF EXHIBITS.

EXHIBIT
NUMBER                     DESCRIPTION/LOCATION

 4.1   Amended  and Restated Articles of Incorporation dated  June
       5, 2002.

 4.2   Bylaws   adopted   February  3,  1999.   (Incorporated   by
       reference   to   Registrant's  Form  10-SB12G  Registration
       Statement filed on July 13, 1999).

 4.3   Energy River Corporation, 2002 Qualified Stock Option Plan

 5.1   Opinion of Harold P. Gewerter, Esq., Ltd.

23.1   Consent  of  Harold  P. Gewerter, Esq., Ltd.  (included  in
       Exhibit 5.1)

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement 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.

  (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.

                            /Page 6/

(b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company'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
Securities  Act of 1933 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 public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred 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  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                            /Page 7/

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  Company certifies that it has reasonable grounds to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Scottsdale, the State of Arizona, on this 18th day  of  June,
2002.

                    ENERGY RIVER CORPORATION

                              By:  /s/ Terry Neild
                                 ----------------------------
                                 Terry Neild, 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 dates indicated:

     Signature               Title                  Date

  /s/ Terry Neild       President & CEO         June 18, 2002
  -----------------
    Terry Neild

 /s/ Pamela Michie    Corporate Secretary       June 18, 2002
 -----------------
   Pamela Michie

 /s/ Edward Heisler         Director            June 18, 2002
 -------------------
   Edward Heisler

                            /Page 8/

                          EXHIBIT INDEX

EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBIT

 4.1   Amended  and Restated Articles of Incorporation dated  June
       5, 2002.

 4.2   Bylaws   adopted   February  3,  1999.   (Incorporated   by
       reference   to   Registrant's  Form  10-SB12G  Registration
       Statement filed on July 13, 1999).

 4.3   Energy River Corporation, 2002 Qualified Stock Option Plan

 5.1   Opinion of Harold P. Gewerter, Esq., Ltd.

23.1   Consent  of  Harold  P. Gewerter, Esq., Ltd.  (included  in
       Exhibit 5.1)

                            /Page 9/