Registration No. 33-_______
    As filed with the Securities and Exchange Commission on March 19, 2004
    -------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             EDGAR FILING.NET, INC.
       ------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

               Nevada                          88-0428896
           -------------------------  -------------------------------
           (State of Incorporation)   (IRS Employer Identification No.)

                         477 Madison Avenue, 12th Floor
                            New York, New York 10022
                 ----------------------------------------------
                    (Address of Principal Executive Offices)

                 Edgar Filing.Net., Inc. 2004 Stock Option Plan
                 ----------------------------------------------
                            (Full Title of the Plan)

                            Dan L. Pixler, President
                             Edgar Filing.Net., Inc.
                         477 Madison Avenue, 12th Floor
                            New York, New York 10022
                                 (212) 308-8700
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                             Peter Campitiello, Esq.
                            Levy and Boonshoft , P.C.
                               477 Madison Avenue
                            New York, New York 10022
                                 (212) 751-1414



                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
------------------------- ---------------------- ----------------------
TITLE OF EACH CLASS OF    AMOUNT TO BE           PROPOSED MAXIMUM
SECURITIES TO BE          REGISTERED             OFFERING PRICE PER
REGISTERED                   (1)                    UNIT (2)
------------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------
Common Stock $.001 Par    5,000,000                    $.05
Value
------------------------- ---------------------- ----------------------

---------------------- -----------------------
  PROPOSED               AMOUNT OF
MAXIMUM AGGREGATE      REGISTRATION FEE
  UNIT (2)               OFFERING PRICE
                          (1)
------------------------- ----------------------
------------------------- ----------------------
   $250,000                    $31.68
------------------------- -----------------------


(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 my 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 Pink Sheets on February __, 2004.

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

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.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  previously filed by Edgar Filing.Net.,  Inc. (the
"Company")  with the  Securities  and Exchange  Commission  under the Securities
Exchange  Act of 1934 (the  "Exchange  Act") are hereby  incorporated  herein by
reference:

     (1)  The Company's Form 10SB12G/A filed May 4, 2000.

     (2)  The  Company's  Form  10-KSB/A for the fiscal year ended  December 31,
          2002 filed April 11, 2003

     (3)  Quarterly  Reports on Form  10-QSB for the  quarters  ended  March 30,
          2003,  June 30, 2003 and  September  30,  2003 filed  April 29,  2003,
          August 8, 2003 and November 7, 2003, respectively.

     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 therefor.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     The only statute, charter provision,  bylaw, contract, or other arrangement
under  which any  controlling  person,  Director  or Officer  of the  Company is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:

     (a) The  Company  has the power under the Nevada  Revised  Statute  Section
78.752 to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a Director,  Officer, employee,
fiduciary,  or agent of the  Company or was  serving at its request in a similar
capacity for another  entity,  against  expenses  (including  attorneys'  fees),
judgments,  fines and amounts paid in settlement actually an reasonably incurred
by him in  connection  therewith  if he acted in good  faith  and in a manner he
reasonably  believed to be in the best  interest of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In case of an action brought by or in the right of the
Company such persons are similarly  entitled to indemnification if they acted in
good faith and in a manner  reasonably  believed to be in the best  interests of
the Company but no indemnification  shall be made if such person was adjudged to
be liable to the Company for negligence or misconduct in the  performance of his
duty to the  Company  unless and to the extent the court in which such action or
suit was brought  determines upon  application  that despite the adjudication of
liability,  in view of all  circumstances of the case, such person is fairly and
reasonably  entitled  to  indemnification.  In such  event,  indemnification  is
limited to reasonable expenses.  Such indemnification is not deemed exclusive of
any other rights to which those  indemnified  may be entitled under the Articles
of  Incorporation,  Bylaws,  agreement,  vote of shareholders  or  disinterested
directors, or otherwise.

     (b) The  Articles  of  Incorporation  and Bylaws of the  Company  generally
require  indemnification of Officers and Directors to the fullest extent allowed
by law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling the Registrant,
the  Registrant  has been informed  that, in the opinion of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. List of Exhibits.

     The  following  documents  are  filed  as  exhibits  to  this  Registration
Statement:

EXHIBIT
NUMBER     DESCRIPTION / LOCATION
-------    -----------------------

4.1  Certificate  of  Incorporation  and Bylaws,  (incorporated  by reference to
     Registrant's Form 10SB12G, Registration Statement No. 000-29449 .

4.2  Edgar Filing.Net., Inc. 2004 Stock Option Plan *

5    Opinion of Levy & Boonshoft, P.C. *

23.1 Consent of Levy & Boonshoft, P.C. (contained in Exhibit 5) *

23.2 Consent of Bloom & Co., LLP, Certified Public Accountants *

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

* Filed herewith electronically

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

          (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 subparagraphs (i)
               and (ii) do not apply if the information  required to be included
               in a post-effective amendment by those subparagraphs is contained
               in periodic  reports filed by the registrant  pursuant to Section
               13 or  15(d)  of the  Securities  Exchange  Act of 1934  that are
               incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to Item 6, or otherwise, the registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 19th day of
March 2004.

                                                 EDGAR FILING.NET, INC.



Dated: March 19, 2004                         By:/s/ Dan L. Pixler
                                                 Dan L. Pixler, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  person(s)  in the
capacities and on the dates indicated.

    SIGNATURE                          TITLE                      DATE


/s/ Dan L. Pixler               President and Chairman        March 19, 2004



                                  EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION                         METHOD OF FILING/LOCATION

  4.1        Certificate of Incorporation and      Incorporated by reference
             Bylaws, as amended (incorporated      to Registrant's Form 10SB12G
             Registration Statement                No. 000-29449.

  4.2        Edgar Filing.Net., Inc. 2004         Filed herewith electronically
             Stock Option Plan

  5          Opinion of Levy & Boonshoft,         Filed herewith electronically
             P.C.

 23.1        Consent of Levy & Boonshoft,         Contained in Exhibit 5
             P.C.

 23.2        Consent of Bloom & Co., LLP,         Filed herewith electronically
             Certified Public Accountants



                             EDGAR FILING.NET, INC.
                             2004 STOCK OPTION PLAN

                                    ARTICLE I
                     Purpose, Definitions and Effective Date

     1.1 Purpose.  The purpose of the 2004 Stock  Option Plan  ("Plan") of Edgar
Filing.Net.,  Inc.  (the  "Company")  is to promote  the success and enhance the
value of the Company by linking  the  personal  interests  of  Employees  of the
Company and any Subsidiary to the interests of the Company's shareholders and by
providing Employees with an additional incentive for outstanding performance. To
achieve  this  purpose,  Options to purchase  shares of the Common  Stock of the
Company ("Shares") may be granted to Employees of the Company and any Subsidiary
pursuant to the Plan.

     1.2 Additional Definitions.  In addition to definitions set forth elsewhere
in the Plan, for purposes of the Plan:

     (a)  "Board" shall mean the Board of Directors of the Company.

     (b)  "Cause" shall mean willful or gross  malfeasance  or misconduct on the
          part  of a  Participant  that is  detrimental  to the  Company  or any
          Subsidiary  as  determined  by the  Committee in its sole  discretion,
          except that  termination  of a  Participant's  employment  for "cause"
          pursuant to any agreement of employment  between the  Participant  and
          the Company shall be conclusive in and of itself and therefore require
          no determination by the Committee.

     (c)"Committee"  shall mean the Stock Option  Committee of the Board,  which
          shall administer the Plan.

     (d)  "Employee"  shall mean any  employee  or advisor of the Company or any
          Subsidiary.  Directors and advisors who are not otherwise  employed by
          the  Company or any  Subsidiary  shall be  considered,  but solely for
          purposes of the Plan, Employees under the Plan and, thus, eligible for
          Options other than Incentive Stock Options.

     (e)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended, or any successor Act thereto and the rules and regulations of
          the United States Securities and Exchange Commission thereunder.

     (f)  "Exercise  Price"  shall  mean the  price  to be paid  for each  Share
          pursuant to an Option.

     (g)  "Fair  Market  Value"  shall mean the value of a Share on a particular
          date,  determined as follows: (i) if the Shares are not listed on such
          date  on  any  national   securities   exchange  or  on  the  National
          Association of Securities Dealers Automated Quotation System or by the
          National Quotation Bureau, Incorporated,  the last sales price (or, if
          none on that date,  on the most  recent date on which there was a last
          sales  price) as  reported  by any maker,  if any,  of a market in the
          Shares or other similar  source or service  selected by the Committee;
          (ii) if the  Shares  are  listed on such date on one or more  national
          securities  exchanges or quotation system or bureau, the last reported
          sale price of a Share on such date as recorded on the  composite  tape
          system or, if such system does not cover the Shares, the last reported
          sale  price  of a  Share  on  such  date  on  the  principal  national
          securities  exchange  on which the Shares are listed or, if no sale of
          Shares  took place on such  date,  the last  reported  sale price of a
          Share on the most  recent day on which a sale of a Share took place as
          recorded  by such system or on such  exchange,  as the case may be; or
          (iii) if the last sales price of the Shares  cannot be  determined  in
          accordance  with (i) or (ii), the fair market value of a Share on such
          date as determined in good faith by the Committee.

     (h)  "Incentive  Stock  Option"  shall mean an Option that,  in addition to
          being  subject  to  applicable   terms,   conditions  and  limitations
          established  by  the  Committee,  complies  with  Section  422  of the
          Internal  Revenue Code of 1986, as amended (the  "Code").  Section 422
          provides,  among other  limitations,  that: (i) to the extent that the
          aggregate  Fair Market Value  (determined as of the time the Option is
          granted)  of Shares  subject to the option  exercisable  for the first
          time by a Participant  during any calendar  year exceeds  $100,000 (or
          such other  limit as may be imposed by law) such  Option  shall not be
          treated as an  Incentive  Stock  Option;  and (ii) the Option shall be
          exercisable  for a period of not more than ten (10) years from date of
          grant.  If the Committee  determines to issue  Incentive Stock Options
          but  the  Plan  does  not  then  conform  to  the   applicable   legal
          requirements, the Plan shall be deemed amended to so conform as of the
          date of grant of any Incentive Stock Option.

     (i)  "Option"  shall mean the right to  purchase  one or more Shares on the
          terms  and  conditions  contained  in  this  Plan,  the  rules  of the
          Committee, and the terms of an Option Agreement.

     (j)  "Option  Agreement"  shall mean the  written  agreement  entered  into
          between the Company and the Employee upon grant of an Option and which
          evidences  the terms on which the Option may be  exercised  consistent
          with the Plan.

     (k)  "Participant" shall mean an Employee who is granted an Option pursuant
          to the Plan.

     (l)  "Restricted  Shares" shall mean Shares granted  pursuant to Article IV
          Stock  Options and Voting,  designated  as being  "restricted"  by the
          Committee  and  subject  to  the  restrictions  and  other  terms  and
          conditions set forth in Article IV Stock Options and Voting or imposed
          by the Committee in connection with the grant of Options.

     (m)  "Retirement" shall mean the termination of a Participant's  employment
          with the  Company or any  Subsidiary,  for  reasons  other than death,
          disability  (as  that  term is used in  Section  22(e)(3)  of the Code
          ("Disability"))  or for  Cause,  on or after the date the  Participant
          reaches age 60.

     (n)  "Subsidiary"  shall mean any  corporation  in which the  Company  owns
          directly, or indirectly through subsidiaries,  more than fifty percent
          (50%) of the total combined  voting power of all classes of stock,  or
          any other  entity  (including,  but not limited to,  partnerships  and
          joint  ventures)  in which the  Company  owns more than fifty  percent
          (50%) of the combined equity thereof.

     1.3  Effective  Date.  The  Plan  was  approved  by the  Board  and  became
          effective as of February 9, 2004.

                                   ARTICLE II
                                 Administration

     The Plan shall be administered  by the Committee.  The Committee shall have
full  power,  except as limited by law or by the  Articles of  Incorporation  or
Bylaws of the Company, and subject to the provisions of the Plan, to: select the
recipients  of Options;  determine  the number of Shares  subject to each Option
under  the Plan;  determine  the  sizes of  grants  of  Options  under the Plan;
determine the exercise  price,  duration,  vesting  requirements,  and period of
exercisability of each Option; determine the terms and conditions of such Option
grants in a manner  consistent with the Plan;  determine whether the Options are
or are not Incentive Stock Options;  determine whether or not the Shares subject
to an Option are  Restricted  Shares;  construe and  interpret  the Plan and any
agreement or instrument entered into under the Plan; establish,  amend, or waive
rules  and  regulations  for the  Plan's  administration;  and,  subject  to the
provisions of Article V Amendment,  Modification, and Termination, herein, amend
the terms and conditions of any outstanding Options to the extent such terms and
conditions  are within the  discretion of the Committee as provided in the Plan.
Further,  the  Committee  shall  make  all  other  determinations  which  may be
necessary or advisable for the administration of the Plan.

                                   ARTICLE III
                           Shares Subject to the Plan

3.1  Number of  Shares.  Subject  to  adjustment  as  provided  in  Section  3.3
Adjustments in Authorized  Shares,  the total number of Shares for which Options
may be granted  under the Plan may not exceed five million  (5,000,000)  Shares.
These Shares may be either authorized but unissued or reacquired Shares.

3.2  Lapsed  Options.  If  any  Option  granted  under  the  Plan  is  canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Option
shall again be available for the grant of an Option under the Plan.

3.3  Adjustments,  Merger.  In the  event  of a  business  combination,  merger,
reorganization, consolidation,  recapitalization, separation, liquidation, stock
dividend,  stock split,  share  combination,  or other  change in the  corporate
structure of the Company affecting the Shares,  such adjustment shall be made in
the number and class of Shares that may be delivered  under the Plan, and in the
number  and  class of and/or  price of Shares  subject  to  outstanding  Options
granted under the Plan, as may be determined to be appropriate  and equitable by
the Committee,  in its sole  discretion,  to prevent  dilution or enlargement of
rights;  and  provided  that the number of Shares  subject  to any Option  shall
always be rounded down to the nearest whole number.  If the Company shall at any
time merge,  consolidate  with or into another  corporation or  association,  or
enter into a statutory share exchange or any other similar business  combination
transaction in which Shares are converted into securities and/or other property,
each Participant will thereafter  receive,  upon the exercise of an Option,  the
securities  or  property  to  which  a  holder  of the  number  of  Shares  then
deliverable  upon the exercise of such Option would have been  entitled upon the
occurrence  of such  transaction  and the  Company  shall  take  such  steps  in
connection  with  such  transaction  as may be  necessary  to  assure  that  the
provisions  of this  Plan  shall  thereafter  be  applicable,  as  nearly  as is
reasonably  possible,  in relation  to any  securities  or  property  thereafter
deliverable upon the exercise of such Option. A sale of all or substantially all
the assets of the Company for a  consideration  (apart  from the  assumption  of
obligations)  consisting  primarily of securities  shall be deemed a transaction
subject to the  foregoing  provisions.  Notwithstanding  the  foregoing,  if the
Company is to be  consolidated  with or acquired by another  entity in a merger,
sale of all or  substantially  all of the  Company's  assets or  otherwise,  the
Company  shall  have the  option to (i) upon  written  notice to the  optionees,
provide  that all Options  must be  exercised,  to the extent then  exercisable,
within a  specified  number  of days of the date of such  notice,  at the end of
which  period the Options  shall  terminate,  or (ii)  terminate  all Options in
exchange for a cash payment  equal to the excess of the fair market value of the
shares  subject  to such  Options  (to the  extent  then  exercisable)  over the
exercise price thereof.

                                   ARTICLE IV
                            Stock Options and Voting

4.1 Grant of Options.  Subject to the terms and provisions of the Plan,  Options
may be  granted  to  such  Employees,  at  such  times  and on  such  terms  and
conditions,  as shall be  determined by the  Committee;  provided,  however,  no
Options may be granted after the 10th  anniversary  of the effective date of the
Plan, and provided  further,  that no Incentive Stock Option shall be granted to
any  Employee of any  Subsidiary  if the  Subsidiary  is not a  "subsidiary"  as
defined in Section  424(f) of the Code. The Committee  shall have  discretion in
determining  the  number of  Options  and the  number of Shares  subject to each
Option  granted to each  Participant.  Without  limiting the  generality  of the
foregoing,  the  Committee  shall have the  authority  to  establish  guidelines
setting forth anticipated grant levels which correspond to various salary grades
or the equivalent thereof.

4.2 Form of Issuance.  Options may be issued in the form of a certificate or may
be  recorded  on the books and  records of the  Company  for the  account of the
Participant.  If an Option is not issued in the form of a certificate,  then the
Option shall be deemed granted upon issuance of a notice of the grant  addressed
to the  recipient.  The terms and  conditions of an Option shall be set forth in
the  certificate,  in the notice of the issuance of the grant,  or in such other
documents as the  Committee  shall  determine.  The  Committee  shall  require a
Participant to enter into an Option Agreement (the written agreement  containing
the terms  and  conditions  relating  to the  Option  and its  exercise)  and to
acknowledge receipt of a copy of the Option Agreement and the Plan.

4.3  Option  Price.  The  Option  Price  for each  grant of an  Option  shall be
determined by the Committee; provided, however, that the minimum with respect to
Incentive  Stock Options shall be one hundred  percent (100%) of the Fair Market
Value of a Share on the date as of which the Option is  granted.  However,  if a
Participant  owns stock  possessing  more than 10% of the total combined  voting
power of all classes of stock of the Company (including stock deemed owned under
Section  425(d) of the Code),  the  purchase  price per Share  deliverable  upon
exercise of each Incentive  Stock Option shall not be less than 110% of the Fair
Market Value of the Shares on the date of grant.

4.4 Duration of Options.  Each Option shall expire at such time as the Committee
shall determine at the time of grant; provided, however, that no Option shall be
exercisable later than the tenth (10th) anniversary date of its grant.  However,
if a  Participant  owns  stock  possessing  more than 10% of the total  combined
voting  power of all classes of stock of the  Company  (including  stock  deemed
owned under Section 425(d) of the Code),  the Incentive  Stock Option granted to
such  Participant  shall not be  exercisable  after the expiration of five years
from the date of Grant.

4.5 Vesting of Options.  Options shall become exercisable ("vest") at such times
and  under  such  terms and  conditions  as  determined  by the  Committee.  The
Committee  shall have the authority to accelerate the vesting of an Option.  The
Committee, in its sole discretion,  may from time to time authorize the grant of
Options  with  respect  to  Restricted  Shares.  Such  Options  with  respect to
Restricted  Shares shall be exercisable  immediately  but the Restricted  Shares
issued  upon  exercise  of the  Options  shall be subject to such  restrictions,
including  such  vesting  schedule  and other  terms and  conditions,  as may be
established by the Committee.  Until the expiration of the restriction period or
the lapse of the  restrictions  in  accordance  with the  terms  and  conditions
established  by the  Committee,  the  Restricted  Shares shall be subject to the
following  restrictions and any additional  restrictions that the Committee,  in
its sole discretion,  may from time to time deem desirable in furtherance of the
objectives of the Plan:

     (a) The  Participant  shall not be entitled to receive the  certificate  or
certificates representing the Restricted Shares.

     (b) The Restricted Shares may not be sold, transferred,  assigned, pledged,
conveyed, hypothecated or otherwise disposed of.

     (c) If the employment of the Participant is terminated for any reason other
than  the  Retirement,  Disability  or  death  of  the  Participant  before  the
expiration of the restriction  period,  the Restricted Shares shall be forfeited
immediately  and all rights of the  Participant  to such Shares shall  terminate
immediately  without  further  obligation  on the  part of the  Company.  If the
Participant's  employment is terminated by reason of the Retirement,  Disability
or death of the Participant before the expiration of the restriction period, the
number of Restricted  Shares held by the Company for the  Participant's  account
shall be reduced by the proportion of the restriction period remaining after the
Participant's termination of employment; the restrictions on the balance of such
Restricted  Shares  shall  lapse  on  the  date  the  Participant's   employment
terminated and the  certificate  or  certificates  representing  the Shares upon
which the restrictions  have lapsed shall be delivered to the Participant or his
beneficiary  or other  successor in the event of the  Participant's  death.  The
Committee,  in its sole  discretion,  may  waive  any or all  restrictions  with
respect to Restricted Shares.

     4.6  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable at such times and be subject to such  restrictions and conditions as
the  Committee  shall in each instance  approve,  which need not be the same for
each grant or for each Participant.

     4.7 Payment.  Payment for Shares  purchased  upon any exercise of an Option
shall be made in full in cash concurrently  with such exercise,  except that, if
and to the extent the  instrument  evidencing  the Option so provides and if the
Company is not then prohibited from purchasing or acquiring Shares, such payment
may be made in whole or in part with  shares of the same  class of stock as that
then  subject to the Option,  delivered in lieu of cash  concurrently  with such
exercise,  the shares so  delivered to be valued on the basis of the Fair Market
Value of the  Shares on the day  preceding  the date of  exercise.  If and while
payment  with Shares is permitted  for the  exercise of an Option in  accordance
with the foregoing  provision,  the person then entitled to exercise that Option
may, in lieu of using previously  outstanding  Shares therefor,  use some of the
Shares as to which the  Option is then  being  exercised.  Payment of the Option
Price by the "delivery" of previously owned Shares may be made constructively so
that the payment  Shares are only  hypothetically  transferred  and only the net
number of additional  post-payment,  post-exercise  Shares is actually issued by
the Company.

     4.8 Termination of Employment. Except as may be determined otherwise by the
Committee  with respect to individual  awards,  the  following  shall apply with
respect to options of employees whose employment is terminated:

     (a)  Termination by Reason of Death or  Disability.  If the employment of a
          Participant  is  terminated  by  reason  of death or  Disability,  any
          outstanding  Options granted to the  Participant  shall vest as of the
          date of termination of employment and may be exercised,  if at all, no
          more than one (1) year following termination of employment, unless the
          Options, by their terms, expire earlier.

     (b)  Termination by  Retirement.  If the employment is terminated by reason
          of Retirement, any outstanding Options granted to the Participant that
          are  vested  as of  the  date  of  termination  of  employment  may be
          exercised,  if  at  all,  no  more  than  three  (3)  years  following
          termination of employment,  unless the Options, by their terms, expire
          earlier. In the case of Incentive Stock Options,  any Option exercised
          more than three months after  termination of employment shall lose its
          status as an Incentive Stock Option.

     (c)  Termination of Employment  for Other  Reasons.  If the employment of a
          Participant  shall terminate for any reason other than the reasons set
          forth in (a) or (b), above,  and other than for Cause, all outstanding
          Options granted to the Participant  which are vested as of the date of
          termination of employment may be exercised by the  Participant  within
          the  period   beginning  on  the  effective  date  of  termination  of
          employment  and ending  three (3) months  after such date,  unless the
          Options, by their terms, expire earlier.

     (d)  Termination  for  Cause.  If the  employment  of a  Participant  shall
          terminate for Cause,  all outstanding  Options held by the Participant
          shall  immediately  terminate  and be  forfeited to the Company at the
          date notice of termination is given.

     (e)  Options Not Vested at Termination.  Any outstanding Options not vested
          as of the effective  date of  termination  of employment  shall expire
          immediately and shall be forfeited to the Company.

     4.9  Transfers.  For  purposes  of the Plan,  transfer of  employment  of a
Participant between the Company and any Subsidiary (or between two Subsidiaries)
shall not be deemed a termination of employment.

     4.10  Nontransferability of Options. No Option granted pursuant to the Plan
shall be transferable otherwise than by the laws of descent and distribution and
as may be  permitted  by the  Committee  with  respect to Options  which are not
Incentive Stock Options. During the lifetime of a Participant,  the Option shall
be exercisable only by the Participant  personally (or permitted  transferee) or
by the Participant's  guardian or legal  representative.  If a Participant shall
die, the executor or administrator of the  Participant's  estate or a transferee
of the Option pursuant to a will or the laws of descent and  distribution  shall
have the right to exercise the Option in lieu of the Participant.

                                    ARTICLE V
                    Amendment, Modification, and Termination

     5.1 Amendment, Modification, and Termination. The Board may at any time and
from time to time terminate, amend, or modify the Plan. However, no amendment or
modification of the Plan shall be made without the approval of the  shareholders
of the  Company  if such  shareholder  approval  is  required  by the  Code,  by
applicable  insider  trading  rules under Section 16 of the Exchange Act, by any
national  securities  exchange  or system on which the Shares are then listed or
reported, or by a regulatory body having jurisdiction with respect hereto.

     5.2 Awards Previously Granted. No termination,  amendment,  or modification
of the Plan shall in any material manner adversely affect any Option  previously
granted under the Plan without the written  consent of the  Participant  holding
such Option.

                                   ARTICLE VI
                                   Withholding

     6.1 Tax  Withholding.  The  Company  shall  have the power and the right to
deduct or  withhold an amount  sufficient  to satisfy  Federal,  state and local
taxes  required by law to be withheld  with respect to any grant,  exercise,  or
payment  made  under  or as a  result  of the  Plan.  At the  discretion  of the
Committee,  a Participant may be permitted to pay to the Company the withholding
amount in the form of cash or previously owned Shares in accordance with Section
4.7  Payment.  If payment of the  withholding  amount is made by the delivery of
Shares,  the value of the Shares  delivered shall equal the Fair Market Value of
the Shares on the day preceding the date of exercise of the Option.

     6.2 Share  Withholding.  With respect to tax withholding  required upon the
exercise of Options,  a  Participant  may elect,  subject to the approval of the
Committee,  to satisfy  the  withholding  requirement,  in whole or in part,  by
having the Company  withhold  Shares  having a Fair Market Value on the date the
tax is to be determined equal to an amount sufficient to satisfy Federal,  state
and local taxes.

                                   ARTICLE VII
                                  Miscellaneous

     7.1  Employment.  Nothing in the Plan shall  interfere with or limit in any
way the right of the Company or any  Subsidiary to terminate  any  Participant's
employment at any time nor confer upon any  Participant any right to continue in
the employment of the Company or any Subsidiary.

     7.2  Participation.  No  Employee  shall have the right to be  selected  to
receive an Option  under the Plan,  or,  having been so  selected,  to receive a
future Option.

     7.3  Successors.  All  obligations  of the Company  under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation,  business
combination or otherwise,  of all or  substantially  all of the business  and/or
assets of the Company.

     7.4 Holding  Period.  If a Participant  shall have the right to require the
Company to repurchase any Shares acquired pursuant to the exercise of an Option,
that right  shall be  exercised  only as to Shares  which have been held for not
less than six months.

     7.5  Distribution  of  Stock-Securities  Restrictions.  The  Committee  may
require  Participants  receiving Shares pursuant to any Option under the Plan to
represent  to and agree  with the  Company in writing  that the  Participant  is
acquiring the Shares for investment without a view to distribution  thereof.  No
Shares shall be issued or transferred pursuant to an Option unless such issuance
or transfer  complies  with all relevant  provisions  of law,  including but not
limited  to, the (i)  limitations,  if any,  imposed in the state of issuance or
transfer,  (ii) restrictions,  if any, imposed by the Securities Act of 1993, as
amended, the Exchange Act, and the rules and regulations promulgated thereunder,
and (iii)  requirements  of any stock exchange upon which the Shares may then be
listed.  The  certificates  for such  Shares may  include  any legend  which the
Committee deems appropriate to reflect any restrictions on transfer.

     7.6 Governing Law. The Plan, and any and all agreements hereunder, shall be
construed in  accordance  with and governed by the internal laws of the State of
Nevada.

Exhibit 5


                             LEVY & BOONSHOFT, P.C.
                                Attorneys at Law
                         477 Madison Avenue - 14th Floor
                            New York, New York 10022
                            Telephone: (212) 751-1414
                            Facsimile: (212) 751-6943

February 11, 2004

Dan L. Pixler
President, Chairman
Edgar Filing.Net., Inc.
477 Madison Avenue, 12th Floor
New York, New York 10022

     Re:  SEC Registration Statement on Form S-8

Gentlemen:

     We are counsel  for Edgar  Filing.Net.,  Inc.,  a Nevada  corporation  (the
Company") in connection with its registration  under the Securities Act of 1933,
as amended (the "Securities Act"), of 5,000,000 shares of common stock which may
be issued upon the exercise of options  granted under the  Company's  2004 Stock
Option  Plan  through  a  Registration  Statement  on Form S-8 as to which  this
opinion is a part, to be filed with the Securities and Exchange  Commission (the
"Commission").

     In  connection  with  rendering  our  opinion as set forth  below,  we have
reviewed and examined  originals or copies identified to our satisfaction of the
following:

     (1)  Articles of  Incorporation  of the Company as filed with the Secretary
          of State of the State of Nevada, as amended.

     (2)  Minute book  containing the written  deliberations  and resolutions of
          the Board of Directors and Shareholders of the Company.

     (3)  The Registration Statement.

     (4)  The  exhibits  to the  Registration  Statement  to be  filed  with the
          Commission.

     We  have  examined  such  other  documents  and  records,  instruments  and
certificates of public officials,  officers and  representatives of the Company,
and  have  made  such  other  investigations  as we  have  deemed  necessary  or
appropriate under the circumstances.

     Based upon the  foregoing and in reliance  thereon,  it is our opinion that
the  5,000,000  shares of the  Company's  no par value common stock which may be
issued upon the exercise of options under the 2004 Stock Option Plan will,  upon
the purchase,  receipt of full payment, issuance and delivery in accordance with
the terms of such options, be duly and validly authorized, legally issued, fully
paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
referenced Registration Statement on Form S-8.

                                                    Very truly yours,
                                                    /s/ LEVY & BOONSHOFT, P.C.
                                                    LEVY & BOONSHOFT, P.C.


                                  Exhibit 23.2
                    Consent of Independent Public Accountants

                                BLOOM & CO., LLP

                           Certified Public Accountant
                           50 Clinton Street Suite 502
                            Hempstead, New York 11550
                                Tel. 516 486-5900

                         CONSENT OF INDEPENDENT AUDITOR

March 19, 2004


To Whom It May Concern:

We have  issued our report  dated March 14,  2003,  accompanying  the  financial
statements  of Edgar  Filing.Net.,  Inc.,  on Form  10-KSB  for the  year  ended
December 31, 2002. We hereby consent to the  incorporation  by reference of said
report in the  Registration  Statement of Edgar  Filing.Net.,  Inc., on Form S-8
(File No. 000-0000), filed on or about March 19, 2004).

Signed,

/s/Bloom & Co., LLP
Bloom & Co., LLP
Hempstead, New York
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 45969}]
{"company-data": {"conformed-name": "EDGAR FILINGNET INC", "cik": "0001091406", "assigned-sic": "7389", "irs-number": "880429638", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113801", "film-number": "04681985"}, "business-address": {"street1": "477 MADISON AVE", "street2": "14TH FL.", "city": "NEW YORK", "state": "NY", "zip": "10222", "phone": "3127811414"}, "mail-address": {"street1": "477 MADISON AVE", "street2": "14TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
Registration No. 33-_______
    As filed with the Securities and Exchange Commission on March 19, 2004
    -------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             EDGAR FILING.NET, INC.
       ------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

               Nevada                          88-0428896
           -------------------------  -------------------------------
           (State of Incorporation)   (IRS Employer Identification No.)

                         477 Madison Avenue, 12th Floor
                            New York, New York 10022
                 ----------------------------------------------
                    (Address of Principal Executive Offices)

                 Edgar Filing.Net., Inc. 2004 Stock Option Plan
                 ----------------------------------------------
                            (Full Title of the Plan)

                            Dan L. Pixler, President
                             Edgar Filing.Net., Inc.
                         477 Madison Avenue, 12th Floor
                            New York, New York 10022
                                 (212) 308-8700
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                             Peter Campitiello, Esq.
                            Levy and Boonshoft , P.C.
                               477 Madison Avenue
                            New York, New York 10022
                                 (212) 751-1414

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
------------------------- ---------------------- ----------------------
TITLE OF EACH CLASS OF    AMOUNT TO BE           PROPOSED MAXIMUM
SECURITIES TO BE          REGISTERED             OFFERING PRICE PER
REGISTERED                   (1)                    UNIT (2)
------------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------
Common Stock $.001 Par    5,000,000                    $.05
Value
------------------------- ---------------------- ----------------------

---------------------- -----------------------
  PROPOSED               AMOUNT OF
MAXIMUM AGGREGATE      REGISTRATION FEE
  UNIT (2)               OFFERING PRICE
                          (1)
------------------------- ----------------------
------------------------- ----------------------
   $250,000                    $31.68
------------------------- -----------------------

(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 my 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 Pink Sheets on February __, 2004.

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

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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  previously filed by Edgar Filing.Net.,  Inc. (the
"Company")  with the  Securities  and Exchange  Commission  under the Securities
Exchange  Act of 1934 (the  "Exchange  Act") are hereby  incorporated  herein by
reference:

     (1)  The Company's Form 10SB12G/A filed May 4, 2000.

     (2)  The  Company's  Form  10-KSB/A for the fiscal year ended  December 31,
          2002 filed April 11, 2003

     (3)  Quarterly  Reports on Form  10-QSB for the  quarters  ended  March 30,
          2003,  June 30, 2003 and  September  30,  2003 filed  April 29,  2003,
          August 8, 2003 and November 7, 2003, respectively.

     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 therefor.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     The only statute, charter provision,  bylaw, contract, or other arrangement
under  which any  controlling  person,  Director  or Officer  of the  Company is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:

     (a) The  Company  has the power under the Nevada  Revised  Statute  Section
78.752 to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a Director,  Officer, employee,
fiduciary,  or agent of the  Company or was  serving at its request in a similar
capacity for another  entity,  against  expenses  (including  attorneys'  fees),
judgments,  fines and amounts paid in settlement actually an reasonably incurred
by him in  connection  therewith  if he acted in good  faith  and in a manner he
reasonably  believed to be in the best  interest of the  corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In case of an action brought by or in the right of the
Company such persons are similarly  entitled to indemnification if they acted in
good faith and in a manner  reasonably  believed to be in the best  interests of
the Company but no indemnification  shall be made if such person was adjudged to
be liable to the Company for negligence or misconduct in the  performance of his
duty to the  Company  unless and to the extent the court in which such action or
suit was brought  determines upon  application  that despite the adjudication of
liability,  in view of all  circumstances of the case, such person is fairly and
reasonably  entitled  to  indemnification.  In such  event,  indemnification  is
limited to reasonable expenses.  Such indemnification is not deemed exclusive of
any other rights to which those  indemnified  may be entitled under the Articles
of  Incorporation,  Bylaws,  agreement,  vote of shareholders  or  disinterested
directors, or otherwise.

     (b) The  Articles  of  Incorporation  and Bylaws of the  Company  generally
require  indemnification of Officers and Directors to the fullest extent allowed
by law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling the Registrant,
the  Registrant  has been informed  that, in the opinion of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. List of Exhibits.

     The  following  documents  are  filed  as  exhibits  to  this  Registration
Statement:

EXHIBIT
NUMBER     DESCRIPTION / LOCATION
-------    -----------------------

4.1  Certificate  of  Incorporation  and Bylaws,  (incorporated  by reference to
     Registrant's Form 10SB12G, Registration Statement No. 000-29449 .

4.2  Edgar Filing.Net., Inc. 2004 Stock Option Plan *

5    Opinion of Levy & Boonshoft, P.C. *

23.1 Consent of Levy & Boonshoft, P.C. (contained in Exhibit 5) *

23.2 Consent of Bloom & Co., LLP, Certified Public Accountants *

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

* Filed herewith electronically

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

          (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 subparagraphs (i)
               and (ii) do not apply if the information  required to be included
               in a post-effective amendment by those subparagraphs is contained
               in periodic  reports filed by the registrant  pursuant to Section
               13 or  15(d)  of the  Securities  Exchange  Act of 1934  that are
               incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to Item 6, or otherwise, the registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 19th day of
March 2004.

                                                 EDGAR FILING.NET, INC.

Dated: March 19, 2004                         By:/s/ Dan L. Pixler
                                                 Dan L. Pixler, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  person(s)  in the
capacities and on the dates indicated.

    SIGNATURE                          TITLE                      DATE

/s/ Dan L. Pixler               President and Chairman        March 19, 2004

                                  EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION                         METHOD OF FILING/LOCATION

  4.1        Certificate of Incorporation and      Incorporated by reference
             Bylaws, as amended (incorporated      to Registrant's Form 10SB12G
             Registration Statement                No. 000-29449.

  4.2        Edgar Filing.Net., Inc. 2004         Filed herewith electronically
             Stock Option Plan

  5          Opinion of Levy & Boonshoft,         Filed herewith electronically
             P.C.

 23.1        Consent of Levy & Boonshoft,         Contained in Exhibit 5
             P.C.

 23.2        Consent of Bloom & Co., LLP,         Filed herewith electronically
             Certified Public Accountants

                             EDGAR FILING.NET, INC.
                             2004 STOCK OPTION PLAN

                                    ARTICLE I
                     Purpose, Definitions and Effective Date

     1.1 Purpose.  The purpose of the 2004 Stock  Option Plan  ("Plan") of Edgar
Filing.Net.,  Inc.  (the  "Company")  is to promote  the success and enhance the
value of the Company by linking  the  personal  interests  of  Employees  of the
Company and any Subsidiary to the interests of the Company's shareholders and by
providing Employees with an additional incentive for outstanding performance. To
achieve  this  purpose,  Options to purchase  shares of the Common  Stock of the
Company ("Shares") may be granted to Employees of the Company and any Subsidiary
pursuant to the Plan.

     1.2 Additional Definitions.  In addition to definitions set forth elsewhere
in the Plan, for purposes of the Plan:

     (a)  "Board" shall mean the Board of Directors of the Company.

     (b)  "Cause" shall mean willful or gross  malfeasance  or misconduct on the
          part  of a  Participant  that is  detrimental  to the  Company  or any
          Subsidiary  as  determined  by the  Committee in its sole  discretion,
          except that  termination  of a  Participant's  employment  for "cause"
          pursuant to any agreement of employment  between the  Participant  and
          the Company shall be conclusive in and of itself and therefore require
          no determination by the Committee.

     (c)"Committee"  shall mean the Stock Option  Committee of the Board,  which
          shall administer the Plan.

     (d)  "Employee"  shall mean any  employee  or advisor of the Company or any
          Subsidiary.  Directors and advisors who are not otherwise  employed by
          the  Company or any  Subsidiary  shall be  considered,  but solely for
          purposes of the Plan, Employees under the Plan and, thus, eligible for
          Options other than Incentive Stock Options.

     (e)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended, or any successor Act thereto and the rules and regulations of
          the United States Securities and Exchange Commission thereunder.

     (f)  "Exercise  Price"  shall  mean the  price  to be paid  for each  Share
          pursuant to an Option.

     (g)  "Fair  Market  Value"  shall mean the value of a Share on a particular
          date,  determined as follows: (i) if the Shares are not listed on such
          date  on  any  national   securities   exchange  or  on  the  National
          Association of Securities Dealers Automated Quotation System or by the
          National Quotation Bureau, Incorporated,  the last sales price (or, if
          none on that date,  on the most  recent date on which there was a last
          sales  price) as  reported  by any maker,  if any,  of a market in the
          Shares or other similar  source or service  selected by the Committee;
          (ii) if the  Shares  are  listed on such date on one or more  national
          securities  exchanges or quotation system or bureau, the last reported
          sale price of a Share on such date as recorded on the  composite  tape
          system or, if such system does not cover the Shares, the last reported
          sale  price  of a  Share  on  such  date  on  the  principal  national
          securities  exchange  on which the Shares are listed or, if no sale of
          Shares  took place on such  date,  the last  reported  sale price of a
          Share on the most  recent day on which a sale of a Share took place as
          recorded  by such system or on such  exchange,  as the case may be; or
          (iii) if the last sales price of the Shares  cannot be  determined  in
          accordance  with (i) or (ii), the fair market value of a Share on such
          date as determined in good faith by the Committee.

     (h)  "Incentive  Stock  Option"  shall mean an Option that,  in addition to
          being  subject  to  applicable   terms,   conditions  and  limitations
          established  by  the  Committee,  complies  with  Section  422  of the
          Internal  Revenue Code of 1986, as amended (the  "Code").  Section 422
          provides,  among other  limitations,  that: (i) to the extent that the
          aggregate  Fair Market Value  (determined as of the time the Option is
          granted)  of Shares  subject to the option  exercisable  for the first
          time by a Participant  during any calendar  year exceeds  $100,000 (or
          such other  limit as may be imposed by law) such  Option  shall not be
          treated as an  Incentive  Stock  Option;  and (ii) the Option shall be
          exercisable  for a period of not more than ten (10) years from date of
          grant.  If the Committee  determines to issue  Incentive Stock Options
          but  the  Plan  does  not  then  conform  to  the   applicable   legal
          requirements, the Plan shall be deemed amended to so conform as of the
          date of grant of any Incentive Stock Option.

     (i)  "Option"  shall mean the right to  purchase  one or more Shares on the
          terms  and  conditions  contained  in  this  Plan,  the  rules  of the
          Committee, and the terms of an Option Agreement.

     (j)  "Option  Agreement"  shall mean the  written  agreement  entered  into
          between the Company and the Employee upon grant of an Option and which
          evidences  the terms on which the Option may be  exercised  consistent
          with the Plan.

     (k)  "Participant" shall mean an Employee who is granted an Option pursuant
          to the Plan.

     (l)  "Restricted  Shares" shall mean Shares granted  pursuant to Article IV
          Stock  Options and Voting,  designated  as being  "restricted"  by the
          Committee  and  subject  to  the  restrictions  and  other  terms  and
          conditions set forth in Article IV Stock Options and Voting or imposed
          by the Committee in connection with the grant of Options.

     (m)  "Retirement" shall mean the termination of a Participant's  employment
          with the  Company or any  Subsidiary,  for  reasons  other than death,
          disability  (as  that  term is used in  Section  22(e)(3)  of the Code
          ("Disability"))  or for  Cause,  on or after the date the  Participant
          reaches age 60.

     (n)  "Subsidiary"  shall mean any  corporation  in which the  Company  owns
          directly, or indirectly through subsidiaries,  more than fifty percent
          (50%) of the total combined  voting power of all classes of stock,  or
          any other  entity  (including,  but not limited to,  partnerships  and
          joint  ventures)  in which the  Company  owns more than fifty  percent
          (50%) of the combined equity thereof.

     1.3  Effective  Date.  The  Plan  was  approved  by the  Board  and  became
          effective as of February 9, 2004.

                                   ARTICLE II
                                 Administration

     The Plan shall be administered  by the Committee.  The Committee shall have
full  power,  except as limited by law or by the  Articles of  Incorporation  or
Bylaws of the Company, and subject to the provisions of the Plan, to: select the
recipients  of Options;  determine  the number of Shares  subject to each Option
under  the Plan;  determine  the  sizes of  grants  of  Options  under the Plan;
determine the exercise  price,  duration,  vesting  requirements,  and period of
exercisability of each Option; determine the terms and conditions of such Option
grants in a manner  consistent with the Plan;  determine whether the Options are
or are not Incentive Stock Options;  determine whether or not the Shares subject
to an Option are  Restricted  Shares;  construe and  interpret  the Plan and any
agreement or instrument entered into under the Plan; establish,  amend, or waive
rules  and  regulations  for the  Plan's  administration;  and,  subject  to the
provisions of Article V Amendment,  Modification, and Termination, herein, amend
the terms and conditions of any outstanding Options to the extent such terms and
conditions  are within the  discretion of the Committee as provided in the Plan.
Further,  the  Committee  shall  make  all  other  determinations  which  may be
necessary or advisable for the administration of the Plan.

                                   ARTICLE III
                           Shares Subject to the Plan

3.1  Number of  Shares.  Subject  to  adjustment  as  provided  in  Section  3.3
Adjustments in Authorized  Shares,  the total number of Shares for which Options
may be granted  under the Plan may not exceed five million  (5,000,000)  Shares.
These Shares may be either authorized but unissued or reacquired Shares.

3.2  Lapsed  Options.  If  any  Option  granted  under  the  Plan  is  canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Option
shall again be available for the grant of an Option under the Plan.

3.3  Adjustments,  Merger.  In the  event  of a  business  combination,  merger,
reorganization, consolidation,  recapitalization, separation, liquidation, stock
dividend,  stock split,  share  combination,  or other  change in the  corporate
structure of the Company affecting the Shares,  such adjustment shall be made in
the number and class of Shares that may be delivered  under the Plan, and in the
number  and  class of and/or  price of Shares  subject  to  outstanding  Options
granted under the Plan, as may be determined to be appropriate  and equitable by
the Committee,  in its sole  discretion,  to prevent  dilution or enlargement of
rights;  and  provided  that the number of Shares  subject  to any Option  shall
always be rounded down to the nearest whole number.  If the Company shall at any
time merge,  consolidate  with or into another  corporation or  association,  or
enter into a statutory share exchange or any other similar business  combination
transaction in which Shares are converted into securities and/or other property,
each Participant will thereafter  receive,  upon the exercise of an Option,  the
securities  or  property  to  which  a  holder  of the  number  of  Shares  then
deliverable  upon the exercise of such Option would have been  entitled upon the
occurrence  of such  transaction  and the  Company  shall  take  such  steps  in
connection  with  such  transaction  as may be  necessary  to  assure  that  the
provisions  of this  Plan  shall  thereafter  be  applicable,  as  nearly  as is
reasonably  possible,  in relation  to any  securities  or  property  thereafter
deliverable upon the exercise of such Option. A sale of all or substantially all
the assets of the Company for a  consideration  (apart  from the  assumption  of
obligations)  consisting  primarily of securities  shall be deemed a transaction
subject to the  foregoing  provisions.  Notwithstanding  the  foregoing,  if the
Company is to be  consolidated  with or acquired by another  entity in a merger,
sale of all or  substantially  all of the  Company's  assets or  otherwise,  the
Company  shall  have the  option to (i) upon  written  notice to the  optionees,
provide  that all Options  must be  exercised,  to the extent then  exercisable,
within a  specified  number  of days of the date of such  notice,  at the end of
which  period the Options  shall  terminate,  or (ii)  terminate  all Options in
exchange for a cash payment  equal to the excess of the fair market value of the
shares  subject  to such  Options  (to the  extent  then  exercisable)  over the
exercise price thereof.

                                   ARTICLE IV
                            Stock Options and Voting

4.1 Grant of Options.  Subject to the terms and provisions of the Plan,  Options
may be  granted  to  such  Employees,  at  such  times  and on  such  terms  and
conditions,  as shall be  determined by the  Committee;  provided,  however,  no
Options may be granted after the 10th  anniversary  of the effective date of the
Plan, and provided  further,  that no Incentive Stock Option shall be granted to
any  Employee of any  Subsidiary  if the  Subsidiary  is not a  "subsidiary"  as
defined in Section  424(f) of the Code. The Committee  shall have  discretion in
determining  the  number of  Options  and the  number of Shares  subject to each
Option  granted to each  Participant.  Without  limiting the  generality  of the
foregoing,  the  Committee  shall have the  authority  to  establish  guidelines
setting forth anticipated grant levels which correspond to various salary grades
or the equivalent thereof.

4.2 Form of Issuance.  Options may be issued in the form of a certificate or may
be  recorded  on the books and  records of the  Company  for the  account of the
Participant.  If an Option is not issued in the form of a certificate,  then the
Option shall be deemed granted upon issuance of a notice of the grant  addressed
to the  recipient.  The terms and  conditions of an Option shall be set forth in
the  certificate,  in the notice of the issuance of the grant,  or in such other
documents as the  Committee  shall  determine.  The  Committee  shall  require a
Participant to enter into an Option Agreement (the written agreement  containing
the terms  and  conditions  relating  to the  Option  and its  exercise)  and to
acknowledge receipt of a copy of the Option Agreement and the Plan.

4.3  Option  Price.  The  Option  Price  for each  grant of an  Option  shall be
determined by the Committee; provided, however, that the minimum with respect to
Incentive  Stock Options shall be one hundred  percent (100%) of the Fair Market
Value of a Share on the date as of which the Option is  granted.  However,  if a
Participant  owns stock  possessing  more than 10% of the total combined  voting
power of all classes of stock of the Company (including stock deemed owned under
Section  425(d) of the Code),  the  purchase  price per Share  deliverable  upon
exercise of each Incentive  Stock Option shall not be less than 110% of the Fair
Market Value of the Shares on the date of grant.

4.4 Duration of Options.  Each Option shall expire at such time as the Committee
shall determine at the time of grant; provided, however, that no Option shall be
exercisable later than the tenth (10th) anniversary date of its grant.  However,
if a  Participant  owns  stock  possessing  more than 10% of the total  combined
voting  power of all classes of stock of the  Company  (including  stock  deemed
owned under Section 425(d) of the Code),  the Incentive  Stock Option granted to
such  Participant  shall not be  exercisable  after the expiration of five years
from the date of Grant.

4.5 Vesting of Options.  Options shall become exercisable ("vest") at such times
and  under  such  terms and  conditions  as  determined  by the  Committee.  The
Committee  shall have the authority to accelerate the vesting of an Option.  The
Committee, in its sole discretion,  may from time to time authorize the grant of
Options  with  respect  to  Restricted  Shares.  Such  Options  with  respect to
Restricted  Shares shall be exercisable  immediately  but the Restricted  Shares
issued  upon  exercise  of the  Options  shall be subject to such  restrictions,
including  such  vesting  schedule  and other  terms and  conditions,  as may be
established by the Committee.  Until the expiration of the restriction period or
the lapse of the  restrictions  in  accordance  with the  terms  and  conditions
established  by the  Committee,  the  Restricted  Shares shall be subject to the
following  restrictions and any additional  restrictions that the Committee,  in
its sole discretion,  may from time to time deem desirable in furtherance of the
objectives of the Plan:

     (a) The  Participant  shall not be entitled to receive the  certificate  or
certificates representing the Restricted Shares.

     (b) The Restricted Shares may not be sold, transferred,  assigned, pledged,
conveyed, hypothecated or otherwise disposed of.

     (c) If the employment of the Participant is terminated for any reason other
than  the  Retirement,  Disability  or  death  of  the  Participant  before  the
expiration of the restriction  period,  the Restricted Shares shall be forfeited
immediately  and all rights of the  Participant  to such Shares shall  terminate
immediately  without  further  obligation  on the  part of the  Company.  If the
Participant's  employment is terminated by reason of the Retirement,  Disability
or death of the Participant before the expiration of the restriction period, the
number of Restricted  Shares held by the Company for the  Participant's  account
shall be reduced by the proportion of the restriction period remaining after the
Participant's termination of employment; the restrictions on the balance of such
Restricted  Shares  shall  lapse  on  the  date  the  Participant's   employment
terminated and the  certificate  or  certificates  representing  the Shares upon
which the restrictions  have lapsed shall be delivered to the Participant or his
beneficiary  or other  successor in the event of the  Participant's  death.  The
Committee,  in its sole  discretion,  may  waive  any or all  restrictions  with
respect to Restricted Shares.

     4.6  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable at such times and be subject to such  restrictions and conditions as
the  Committee  shall in each instance  approve,  which need not be the same for
each grant or for each Participant.

     4.7 Payment.  Payment for Shares  purchased  upon any exercise of an Option
shall be made in full in cash concurrently  with such exercise,  except that, if
and to the extent the  instrument  evidencing  the Option so provides and if the
Company is not then prohibited from purchasing or acquiring Shares, such payment
may be made in whole or in part with  shares of the same  class of stock as that
then  subject to the Option,  delivered in lieu of cash  concurrently  with such
exercise,  the shares so  delivered to be valued on the basis of the Fair Market
Value of the  Shares on the day  preceding  the date of  exercise.  If and while
payment  with Shares is permitted  for the  exercise of an Option in  accordance
with the foregoing  provision,  the person then entitled to exercise that Option
may, in lieu of using previously  outstanding  Shares therefor,  use some of the
Shares as to which the  Option is then  being  exercised.  Payment of the Option
Price by the "delivery" of previously owned Shares may be made constructively so
that the payment  Shares are only  hypothetically  transferred  and only the net
number of additional  post-payment,  post-exercise  Shares is actually issued by
the Company.

     4.8 Termination of Employment. Except as may be determined otherwise by the
Committee  with respect to individual  awards,  the  following  shall apply with
respect to options of employees whose employment is terminated:

     (a)  Termination by Reason of Death or  Disability.  If the employment of a
          Participant  is  terminated  by  reason  of death or  Disability,  any
          outstanding  Options granted to the  Participant  shall vest as of the
          date of termination of employment and may be exercised,  if at all, no
          more than one (1) year following termination of employment, unless the
          Options, by their terms, expire earlier.

     (b)  Termination by  Retirement.  If the employment is terminated by reason
          of Retirement, any outstanding Options granted to the Participant that
          are  vested  as of  the  date  of  termination  of  employment  may be
          exercised,  if  at  all,  no  more  than  three  (3)  years  following
          termination of employment,  unless the Options, by their terms, expire
          earlier. In the case of Incentive Stock Options,  any Option exercised
          more than three months after  termination of employment shall lose its
          status as an Incentive Stock Option.

     (c)  Termination of Employment  for Other  Reasons.  If the employment of a
          Participant  shall terminate for any reason other than the reasons set
          forth in (a) or (b), above,  and other than for Cause, all outstanding
          Options granted to the Participant  which are vested as of the date of
          termination of employment may be exercised by the  Participant  within
          the  period   beginning  on  the  effective  date  of  termination  of
          employment  and ending  three (3) months  after such date,  unless the
          Options, by their terms, expire earlier.

     (d)  Termination  for  Cause.  If the  employment  of a  Participant  shall
          terminate for Cause,  all outstanding  Options held by the Participant
          shall  immediately  terminate  and be  forfeited to the Company at the
          date notice of termination is given.

     (e)  Options Not Vested at Termination.  Any outstanding Options not vested
          as of the effective  date of  termination  of employment  shall expire
          immediately and shall be forfeited to the Company.

     4.9  Transfers.  For  purposes  of the Plan,  transfer of  employment  of a
Participant between the Company and any Subsidiary (or between two Subsidiaries)
shall not be deemed a termination of employment.

     4.10  Nontransferability of Options. No Option granted pursuant to the Plan
shall be transferable otherwise than by the laws of descent and distribution and
as may be  permitted  by the  Committee  with  respect to Options  which are not
Incentive Stock Options. During the lifetime of a Participant,  the Option shall
be exercisable only by the Participant  personally (or permitted  transferee) or
by the Participant's  guardian or legal  representative.  If a Participant shall
die, the executor or administrator of the  Participant's  estate or a transferee
of the Option pursuant to a will or the laws of descent and  distribution  shall
have the right to exercise the Option in lieu of the Participant.

                                    ARTICLE V
                    Amendment, Modification, and Termination

     5.1 Amendment, Modification, and Termination. The Board may at any time and
from time to time terminate, amend, or modify the Plan. However, no amendment or
modification of the Plan shall be made without the approval of the  shareholders
of the  Company  if such  shareholder  approval  is  required  by the  Code,  by
applicable  insider  trading  rules under Section 16 of the Exchange Act, by any
national  securities  exchange  or system on which the Shares are then listed or
reported, or by a regulatory body having jurisdiction with respect hereto.

     5.2 Awards Previously Granted. No termination,  amendment,  or modification
of the Plan shall in any material manner adversely affect any Option  previously
granted under the Plan without the written  consent of the  Participant  holding
such Option.

                                   ARTICLE VI
                                   Withholding

     6.1 Tax  Withholding.  The  Company  shall  have the power and the right to
deduct or  withhold an amount  sufficient  to satisfy  Federal,  state and local
taxes  required by law to be withheld  with respect to any grant,  exercise,  or
payment  made  under  or as a  result  of the  Plan.  At the  discretion  of the
Committee,  a Participant may be permitted to pay to the Company the withholding
amount in the form of cash or previously owned Shares in accordance with Section
4.7  Payment.  If payment of the  withholding  amount is made by the delivery of
Shares,  the value of the Shares  delivered shall equal the Fair Market Value of
the Shares on the day preceding the date of exercise of the Option.

     6.2 Share  Withholding.  With respect to tax withholding  required upon the
exercise of Options,  a  Participant  may elect,  subject to the approval of the
Committee,  to satisfy  the  withholding  requirement,  in whole or in part,  by
having the Company  withhold  Shares  having a Fair Market Value on the date the
tax is to be determined equal to an amount sufficient to satisfy Federal,  state
and local taxes.

                                   ARTICLE VII
                                  Miscellaneous

     7.1  Employment.  Nothing in the Plan shall  interfere with or limit in any
way the right of the Company or any  Subsidiary to terminate  any  Participant's
employment at any time nor confer upon any  Participant any right to continue in
the employment of the Company or any Subsidiary.

     7.2  Participation.  No  Employee  shall have the right to be  selected  to
receive an Option  under the Plan,  or,  having been so  selected,  to receive a
future Option.

     7.3  Successors.  All  obligations  of the Company  under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation,  business
combination or otherwise,  of all or  substantially  all of the business  and/or
assets of the Company.

     7.4 Holding  Period.  If a Participant  shall have the right to require the
Company to repurchase any Shares acquired pursuant to the exercise of an Option,
that right  shall be  exercised  only as to Shares  which have been held for not
less than six months.

     7.5  Distribution  of  Stock-Securities  Restrictions.  The  Committee  may
require  Participants  receiving Shares pursuant to any Option under the Plan to
represent  to and agree  with the  Company in writing  that the  Participant  is
acquiring the Shares for investment without a view to distribution  thereof.  No
Shares shall be issued or transferred pursuant to an Option unless such issuance
or transfer  complies  with all relevant  provisions  of law,  including but not
limited  to, the (i)  limitations,  if any,  imposed in the state of issuance or
transfer,  (ii) restrictions,  if any, imposed by the Securities Act of 1993, as
amended, the Exchange Act, and the rules and regulations promulgated thereunder,
and (iii)  requirements  of any stock exchange upon which the Shares may then be
listed.  The  certificates  for such  Shares may  include  any legend  which the
Committee deems appropriate to reflect any restrictions on transfer.

     7.6 Governing Law. The Plan, and any and all agreements hereunder, shall be
construed in  accordance  with and governed by the internal laws of the State of
Nevada.

Exhibit 5

                             LEVY & BOONSHOFT, P.C.
                                Attorneys at Law
                         477 Madison Avenue - 14th Floor
                            New York, New York 10022
                            Telephone: (212) 751-1414
                            Facsimile: (212) 751-6943

February 11, 2004

Dan L. Pixler
President, Chairman
Edgar Filing.Net., Inc.
477 Madison Avenue, 12th Floor
New York, New York 10022

     Re:  SEC Registration Statement on Form S-8

Gentlemen:

     We are counsel  for Edgar  Filing.Net.,  Inc.,  a Nevada  corporation  (the
Company") in connection with its registration  under the Securities Act of 1933,
as amended (the "Securities Act"), of 5,000,000 shares of common stock which may
be issued upon the exercise of options  granted under the  Company's  2004 Stock
Option  Plan  through  a  Registration  Statement  on Form S-8 as to which  this
opinion is a part, to be filed with the Securities and Exchange  Commission (the
"Commission").

     In  connection  with  rendering  our  opinion as set forth  below,  we have
reviewed and examined  originals or copies identified to our satisfaction of the
following:

     (1)  Articles of  Incorporation  of the Company as filed with the Secretary
          of State of the State of Nevada, as amended.

     (2)  Minute book  containing the written  deliberations  and resolutions of
          the Board of Directors and Shareholders of the Company.

     (3)  The Registration Statement.

     (4)  The  exhibits  to the  Registration  Statement  to be  filed  with the
          Commission.

     We  have  examined  such  other  documents  and  records,  instruments  and
certificates of public officials,  officers and  representatives of the Company,
and  have  made  such  other  investigations  as we  have  deemed  necessary  or
appropriate under the circumstances.

     Based upon the  foregoing and in reliance  thereon,  it is our opinion that
the  5,000,000  shares of the  Company's  no par value common stock which may be
issued upon the exercise of options under the 2004 Stock Option Plan will,  upon
the purchase,  receipt of full payment, issuance and delivery in accordance with
the terms of such options, be duly and validly authorized, legally issued, fully
paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
referenced Registration Statement on Form S-8.

                                                    Very truly yours,
                                                    /s/ LEVY & BOONSHOFT, P.C.
                                                    LEVY & BOONSHOFT, P.C.

                                  Exhibit 23.2
                    Consent of Independent Public Accountants

                                BLOOM & CO., LLP

                           Certified Public Accountant
                           50 Clinton Street Suite 502
                            Hempstead, New York 11550
                                Tel. 516 486-5900

                         CONSENT OF INDEPENDENT AUDITOR

March 19, 2004

To Whom It May Concern:

We have  issued our report  dated March 14,  2003,  accompanying  the  financial
statements  of Edgar  Filing.Net.,  Inc.,  on Form  10-KSB  for the  year  ended
December 31, 2002. We hereby consent to the  incorporation  by reference of said
report in the  Registration  Statement of Edgar  Filing.Net.,  Inc., on Form S-8
(File No. 000-0000), filed on or about March 19, 2004).

Signed,

/s/Bloom & Co., LLP
Bloom & Co., LLP
Hempstead, New York