======================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

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

               DIRECT RESPONSE FINANCIAL SERVICES, INC.
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              COLORADO
 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                             84-1547578
               (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                    7080 N. Whitney, Suite 101
                     Fresno, California 93720
   (Address of principal executive offices, including zip code)

                           (559) 434-1565
                    ---------------------------
             (Issuer's telephone number, including area code)

                           Mark A. Bogani
                        6565 S. Syracuse Way
                      Englewood, Colorado 80111
                           (303) 694-4895
                    ---------------------------
     (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
              INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                  CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
                                                     Proposed Maximum     Proposed Maximum
Title of Securities    Amount to be  Offering Price  Aggregate Offering   Amount of
to be Registered       Registered    per Share (1)   Price (1)            Registration Fee
============================================================================================
<S>                    <C>           <C>             <C>                   <C>
Common Stock,          750,000       $0.85           $637,500.00           $51.58
No par value
============================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 475(c) under the Securities Act of 1933, as amended on the
basis of the Registrant's common stock bid price at the time that
compensation to consultants were paid with the registrant's common stock in
lieu of cash payment.

PART 1
========

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The document containing the terms of sales consulting services has been
approved by the Registrant's officer and the Board of Directors and is
defined in the Registrant's Board of Directors Resolution. (See Exhibits). In
accordance with the rules and Regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either in part of this
Registration Statement or as Prospectuses or Supplements pursuant to Rule 424
under the Securities Act.

PART II
========

Item 3. Incorporation of Documents By Reference
-----------------------------------------

The documents listed in (a) through (b) below had been filed by Registrant
with the Commission and are incorporated herein by reference.

(a) The registrant's Annual Report on Form 10K-SB for the year ended January
1, 2002, as filed with the Securities and Exchange Commission (the "SEC").

(b) The Registrant's 10Q-SB quarterly reports for the quarters ending April
30, 2002, July 31, 2002, and October 31, 2002.

(c) All (if any) reports filed by the registrant pursuant to Section 13 (a)
and 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

All documents subsequently filed by the Registrant pursuant to Section 13
(a), 13 (c), 14 and 15 of the Securities Exchange Act of 1934, the "Exchange
Act") prior to the filing of a post-effective amendment which will indicate
that all securities hereby have been sold, or which de-registers securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents.

Item 4. Description of Securities
-----------------------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel.
-----------------------------------------

Not Applicable

Item 6. Indemnification Of Officers and Directors.
-----------------------------------------

No Director or Officer of Direct Response Financial Services, Inc. will have
personal liability to the Company or any stockholders for monetary damages
for breach of fiduciary duty as a Director or Officer involving any act or
omission of such Director or Officer, whereas specific provisions in the
Articles of Incorporation limits such liability. Such provision shall not
eliminate or limit the liability of a Director or Officer; (1) for any breach
of duty of loyalty to Direct Response Financial Services, Inc. or its
stockholders, (2) for acts of omission not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under applicable
sections of the Colorado Corporate Code, or any Colorado State Law
applicable, (4) or for any transaction from which an improper personal
benefit was derived.

Direct Response Financial Services, Inc. will provide for indemnification of
the Directors, Officers, and employees in most cases for any liability
suffered by them or arising out of their activities as Directors, Officers,
and employees; if they were not engaged in willful malfeasance in the
performance of his or her duties; provided that in the event of a settlement
the indemnification will apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the
corporation.

The Directors and Officers of Direct Response Financial Services, Inc. are
accountable to the Company as fiduciary, which means they are required to
exercise good faith and fairness in all dealings affecting Direct Response
Financial Services, Inc.

Item 7. Exemption From Registration Claimed.
-----------------------------------------

Not Applicable.

Item 8. Exhibits.
-----------------------------------------

Reference is hereby made to the Exhibit Index, below.

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;

        (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

        (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.

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

    (3) To remove from registration by means of 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 Section 15(d) of
the Exchange Act (and each filing of the Plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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, as amended, the
Registration certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the city of Fresno, California on March 12, 2003.

Direct Response Financial Services, Inc.



/s/ Rodney Ray
 --------------------------
By: Rodney Ray, President and Chairman of the Board



Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration Statement has been signed by the following persons in capacities
representing the majority of the Registrant's Board of Directors and on the
dates indicated.

NAME                          TITLE            DATE

/s/ Rodney Ray                President        March 12, 2003
--------------------------
By: Rodney Ray, President and Chairman of the Board



EXHIBIT INDEX
-------------------------

ITEM NO.  DESCRIPTION.

5.1       Opinion of Michael D. Spadaccini, Esq. regarding
          legality of the Common Stock being registered.

10.1      Direct Response Financial Services, Inc.
          2003 Stock Incentive Plan.

23.1      Consent of Miller and McCollom to utilize
          independent auditor's report dated April 25, 2002.


===========================================================
Exhibit 5.1; Opinion of Michael D. Spadaccini, Esq. regarding legality of the
Common Stock being registered.

Law Office of Michael Spadaccini
11256 Vista Sorrento Parkway, #103
San Diego, CA 92130
858.350.5183
fax: 619.374.2027

March 11, 2003

Board of Directors
DIRECT RESPONSE FINANCIAL SERVICES, INC.
7080 N. Whitney, Suite 101
Fresno, California 93720


Re: Registration Statement on Form S-8 of Shares of Common Stock, no par, of
Direct Response Financial Services, Inc.

Dear Sirs,

I have acted as counsel to Direct Response Financial Services, Inc. (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended ("the Act"), which you are filing with the Securities and Exchange
Commission with respect to up to 750,000 additional shares of Common Stock,
no par value, which may be issued pursuant to a resolution of the Board of
Directors authorizing such issuance for the purpose of the compensation of
Directors, Officers, and outside consultants.

I have examined the Registration Statement and such documents and records of
the Company, as I have deemed relevant and necessary for the purpose of this
opinion. In giving this opinion, I am assuming the authenticity of all
instruments presented to me as originals, the conformity with originals of
all instruments presented to me as copies and the genuineness of all
signatures.

Based upon and subject to the foregoing, I am of the opinion that any shares
that may be issued pursuant to the plan have been duly authorized and that,
upon the due execution by the Company and the registration by its registrar
of such shares, the sale thereof by the Company in accordance with the
terms of the plan and the receipt of consideration therefor in accordance
with the terms of the plan, such shares will be validly issued, fully paid
and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,


/s/ Michael Spadaccini

Michael Spadaccini

===========================================================
Exhibit 10.1; Direct Response Financial Services, Inc. 2003 Stock Incentive
Plan.

            DIRECT RESPONSE FINANCIAL SERVICES, INC.
                2003 STOCK INCENTIVE PLAN

SECTION 1. General Purpose of the Plan; Definitions.

    The name of the plan is the DIRECT RESPONSE FINANCIAL SERVICES, Inc. 2003
Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage
and enable officers, directors, and employees of DIRECT RESPONSE FINANCIAL
SERVICES, Inc. (the "Company") and its Subsidiaries and other persons to
acquire a proprietary interest in the Company. It is anticipated that
providing such persons with a direct stake in the Company's welfare will
assure a closer identification of their interests with those of the Company
and its shareholders, thereby stimulating their efforts on ethe Company's
behalf and strengthening their desire to remain with the Company.

    The following terms shall be defined as set forth below:
    "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Statutory
Stock Options, Restricted Stock Awards, Unrestricted Stock Awards,
Performance Share Awards and Stock Appreciation Rights.
    "Board" means the Board of Directors of the Company.
    "Cause" means (i) any material breach by the participant of any agreement
to which the participant and the Company are both parties, and (ii) any act
or omission justifying termination of the participant's employment for cause,
as determined by the Committee.
    "Change of Control" shall have the meaning set forth in Section 15.
    "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
    "Conditioned Stock Award" means an Award granted pursuant to Section 6.
    "Committee" shall have the meaning set forth in Section 2.
    "Disability" means disability as set forth in Section 22(e)(3) of the
Code.
    "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.
    "Eligible Person" shall have the meaning set forth in Section 4.
    "Fair Market Value" on any given date means the price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or,
if the Stock is not listed on such an exchange, as reported by NASDAQ, or, if
the Stock is not quoted on NASDAQ, the fair market value of the Stock as
determined by the Committee.
    "Incentive Stock Option" means any Stock Option designated and qualified
as an "incentive stock option" as defined in Section 422 of the Code.
    "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.
    "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of
the Company and its Subsidiaries then in effect.
    "Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section
1504(a) of the Code, which includes the Company (an "Affiliate"), (ii) is not
a former employee of the Company or any Affiliate who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliate's taxable year, (iii)
has not been an officer of the Company or any Affiliate and (iv) does not
receive remuneration from the Company or any Affiliate, either directly or
indirectly, in any capacity other than as a director. "Outside Director"
shall be determined in accordance with Section 162(m) of the Code and the
Treasury regulations issued thereunder.
    "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
    "Performance Share Award" means an Award granted pursuant to Section 8.
    "Stock" means the Common Stock, no par value, of the Company, subject to
adjustments pursuant to Section 3.
    "Stock Appreciation Right" means an Award granted pursuant to Section 9.
    "Subsidiary" means a subsidiary as defined in Section 424 of the Code.
    "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

    SECTION 2. Administration of Plan; Committee Authority to Select
Participants and Determine Awards.

    (a) Committee.  The Plan shall be administered by a committee of the
Board (the "Committee") consisting of not less than two (2) Outside
Directors, but the authority and validity of any act taken or not taken by
the Committee shall not be affected if any person administering the Plan is
not an "Outside Director." The Board of Directors may act as the Committee at
any time. Except as specifically reserved to the Board under the terms of the
Plan, the Committee shall have full and final authority to operate, manage
and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof. The
Board may establish an additional single-member committee (consisting of an
executive officer) that shall have the power and authority to grant Awards to
non-executive officers and to make all other determinations under the Plan
with respect thereto.
    (b) Powers of Committee.  The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:
     (i) to select the persons to whom Awards may from time to time be
granted;
    (ii) to determine the time or times of grant, and the extent, if any, of
Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock,
Unrestricted Stock, Performance Shares and Stock Appreciation Rights, or any
combination of the foregoing, granted to any one or more participants;
    (iii) to determine the number of shares to be covered by any Award;
    (iv) to determine and modify the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and
participants, and to approve the form of written instruments evidencing the
Awards; provided, however, that no such action shall adversely affect rights
under any outstanding Award without the participant's consent;
    (v) to accelerate the exercisability or vesting of all or any portion of
any Award;
    (vi) subject to the provisions of Section 5(b), to extend the period in
which any outstanding Stock Option or Stock Appreciation Right may be
exercised;
   (vii) to determine whether, to what extent, and under what circumstances
Stock and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the participant and whether and to
what extent the Company shall pay or credit amounts equal to interest (at
rates determined by the Committee) or dividends or deemed dividends on such
deferrals; and
   (viii) to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any
Award (including related written instruments); to make all determinations it
deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.
    All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.

    (a) Shares Issuable.  The maximum number of shares of Stock with respect
to which Awards (including Stock Appreciation Rights) may be granted under
the Plan shall be Seven Hundred and Fifty Thousand (750,000). For purposes of
this limitation, the shares of Stock underlying any Awards which are
forfeited, cancelled, reacquired by the Company or otherwise terminated
(other than by exercise) shall be added back to the shares of Stock with
respect to which Awards may be granted under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Subject to such overall limitation, any type or types of Award may
be granted with respect to shares, including Incentive Stock Options. Shares
issued under the Plan may be authorized but unissued shares or shares
reacquired by the Company.
    (b) Stock Dividends, Mergers, etc.  In the event that after approval of
the Plan by the directors of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without
limitation the limitations set forth in Section 3(a) and Section 3(b) above),
(ii) the number and kind of shares remaining subject to outstanding Awards,
and (iii) the option or purchase price in respect of such shares. In the
event of any merger, consolidation, dissolution or liquidation of the
Company, the Committee in its sole discretion may, as to any outstanding
Awards, make such substitution or adjustment in the aggregate number of
shares reserved for issuance under the Plan and in the number and purchase
price (if any) of shares subject to such Awards as it may determine and as
may be permitted by the terms of such transaction, or accelerate, amend or
terminate such Awards upon such terms and conditions as it shall provide
(which, in the case of the termination of the vested portion of any Award,
shall require payment or other consideration which the Committee deems
equitable in the circumstances), subject, however, to the provisions of
Section 15.
    (c) Substitute Awards.  The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary
as the result of a merger or consolidation of the employing corporation with
the Company or a Subsidiary or the acquisition by the Company or a Subsidiary
of property or stock of the employing corporation. The Committee may direct
that the substitute awards be granted on such terms and conditions as the
Committee considers appropriate in the circumstances. Shares which may be
delivered under such substitute awards may be in addition to the maximum
number of shares provided for in Section 3(a).

SECTION 4. Eligibility.

    Awards may be granted to officers, directors, and employees of and
consultants and advisers to the Company or its Subsidiaries ("Eligible
Persons").

SECTION 5. Stock Options.

    The Committee may grant to Eligible Persons options to purchase stock.
    Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
    Stock Options granted under the Plan may be either Incentive Stock
Options (subject to compliance with applicable law) or Non-Statutory Stock
Options. Unless otherwise so designated, an Option shall be a Non-Statutory
Stock Option. To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Statutory Stock Option.
    No Incentive Stock Option shall be granted under the Plan after the tenth
anniversary of the earlier of (i) the date of adoption of the Plan by the
Board, or (ii) the date on which the Plan is ratified by the stockholders as
set forth in Section 17.
    The Committee in its discretion may determine the effective date of Stock
Options, provided, however, that grants of Incentive Stock Options shall be
made only to persons who are, on the effective date of the grant, employees
of the Company or any Subsidiary. Stock Options granted pursuant to this
Section 5(a) shall be subject to the following terms and conditions and the
terms and conditions of Section 13 and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem desirable.
    (a) Exercise Price.  The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined
by the Committee at the time of grant but shall be, in the case of Incentive
Stock Options, not less than one hundred percent (100%) of Fair Market Value
on the date of grant. If an employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive Stock Option
is granted to such employee, the option price shall be not less than one
hundred ten percent (110%) of Fair Market Value on the grant date.
    (b) Option Term.  The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
(10) years after the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than ten percent (10%) of the combined voting power of all classes
of stock of the Company or any Subsidiary or parent corporation and an
Incentive Stock Option is granted to such employee, the term of such option
shall be no more than five (5) years from the date of grant.
    (c) Exercisability; Rights of a Shareholder.  Stock Options shall become
vested and exercisable at such time or times, whether or not in installments,
as shall be determined by the Committee at or after the grant date. The
Committee may at any time accelerate the exercisability of all or any portion
of any Stock Option. An optionee shall have the rights of a shareholder only
as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
    (d) Method of Exercise.  Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made
by one or more of the following methods:
     (i) In cash or by certified or bank check or other instrument acceptable
to the Committee;
    (ii) If permitted by the Committee, in its discretion, in the form of
shares of Stock that are not then subject to restrictions and that have been
owned by the optionee for a period of at least six months. Such surrendered
shares shall be valued at Fair Market Value on the exercise date; or
    (iii) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure. The Company need not act upon such exercise notice until
the Company receives full payment of the exercise price; or
    (iv) By any other means (including, without limitation, by delivery of a
promissory note of the optionee payable on such terms as are specified by the
Committee) which the Committee determines are consistent with the purpose of
the Plan and with applicable laws and regulations.
    The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt
from the Optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the
Stock Option or imposed by applicable law.
    (e) Non-transferability of Options.  Except as the Committee may provide
with respect to a Non-Statutory Stock Option, no Stock Option shall be
transferable other than by will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during the optionee's lifetime,
only by the optionee.
    (f) Annual Limit on Incentive Stock Options.  To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the Stock
with respect to which incentive stock options granted under this Plan and any
other plan of the Company or its Subsidiaries become exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.
    (g) Form of Settlement.  Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan.

SECTION 6. Restricted Stock Awards.

    (a) Nature of Restricted Stock Award.  The Committee in its discretion
may grant Restricted Stock Awards to any Eligible Person, entitling the
recipient to acquire, for a purchase price determined by the Committee,
shares of Stock subject to such restrictions and conditions as the Committee
may determine at the time of grant ("Restricted Stock"), including continued
employment and/or achievement of pre-established performance goals and
objectives.
    (b) Acceptance of Award. A participant who is granted a Restricted Stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within sixty (60) days (or such shorter date as
the Committee may specify) following the award date by making payment to the
Company of the specified purchase price, of the shares covered by the Award
and by executing and delivering to the Company a written instrument that sets
forth the terms and conditions applicable to the Restricted Stock in such
form as the Committee shall determine.
    (c) Rights as a Shareholder.  Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to non-
transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.
    (d) Restrictions.  Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by
the Company and its Subsidiaries for any reason (including death, Disability,
Normal Retirement and for Cause), the Company shall have the right, at the
discretion of the Committee, to repurchase shares of Restricted Stock with
respect to which conditions have not lapsed at their purchase price, or to
require forfeiture of such shares to the Company if acquired at no cost, from
the participant or the participant's legal representative. The Company must
exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified in the
written instrument evidencing the Restricted Stock Award).
    (e) Vesting of Restricted Stock.  The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-
transferability of the Restricted Stock and the Company's right of repurchase
or forfeiture shall lapse. Subsequent to such date or dates and/or the
attainment of such preestablished performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer
be Restricted Stock and shall be deemed "vested." The Committee at any time
may accelerate such date or dates and otherwise waive or, subject to Section
13, amend any conditions of the Award.
    (f) Waiver, Deferral and Reinvestment of Dividends.  The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

SECTION 7. Unrestricted Stock Awards.

    (a) Grant or Sale of Unrestricted Stock.  The Committee in its discretion
may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or
sold as described in the preceding sentence in respect of past services or
other valid consideration.
    (b) Restrictions on Transfers.  The right to receive unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution.

SECTION 8. Performance Share Awards.

    (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under
the Plan. Performance Share Awards may be granted under the Plan to any
Eligible Person. The Committee in its discretion shall determine whether and
to whom Performance Share Awards shall be made, the performance goals
applicable under each such Award, the periods during which performance is to
be measured, and all other limitations and conditions applicable to the
awarded Performance Shares.

SECTION 9. Stock Appreciation Rights.

    The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person (i) alone, or (ii) simultaneously with the grant of a
Stock Option and in conjunction therewith or in the alternative thereto. A
Stock Appreciation Right shall entitle the participant upon exercise thereof
to receive from the Company, upon written request to the Company at its
principal offices (the "Request"), a number of shares of Stock (with or
without restrictions as to substantial risk of forfeiture and
transferability, as determined by the Committee in its sole discretion), an
amount of cash, or any combination of Stock and cash, as specified in the
Request (but subject to the approval of the Committee in its sole discretion,
at any time up to and including the time of payment, as to the making of any
cash payment), having an aggregate Fair Market Value equal to the product of
(i) the excess of Fair Market Value, on the date of such Request, over the
exercise price per share of Stock specified in such Stock Appreciation Right
or its related Option, multiplied by (ii) the number of shares of Stock for
which such Stock Appreciation Right shall be exercised. Notwithstanding the
foregoing, the Committee may specify at the time of grant of any Stock
Appreciation Right that such Stock Appreciation Right may be exercisable
solely for cash and not for Stock.

SECTION 10. Termination of Stock Options and Stock Appreciation Rights.

    (a) Incentive Stock Options:
     (i) Termination by Death. If any participant's employment by the Company
and its Subsidiaries terminates by reason of death, any Incentive Stock
Option owned by such participant may thereafter be exercised to the extent
exercisable at the date of death, by the legal representative or legatee of
the participant, for a period of two (2) years (or such other period as the
Committee shall specify at any time) from the date of death, or until the
expiration of the stated term of the Incentive Stock Option, if earlier.
    (ii) Termination by Reason of Disability or Normal Retirement.
    (A) Any Incentive Stock Option held by a participant whose employment by
the Company and its Subsidiaries has terminated by reason of Disability may
thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of one (1) year (or such other period as the
Committee shall specify at any time) from the date of such termination of
employment, or until the expiration of the stated term of the Option, if
earlier.
    (B) Any Incentive Stock Option held by a participant whose employment by
the Company and its Subsidiaries has terminated by reason of Normal
Retirement may thereafter be exercised, to the extent it was exercisable at
the time of such termination, for a period of ninety (90) days (or such other
period as the Committee shall specify at any time) from the date of such
termination of employment, or until the expiration of the stated term of the
Option, if earlier.
    (C) The Committee shall have sole authority and discretion to determine
whether a participant's employment has been terminated by reason of
Disability or Normal Retirement.
    (D) Except as otherwise provided by the Committee at the time of grant,
the death of a participant during a period provided in this Section 10(a)(ii)
for the exercise of an Incentive Stock Option shall extend such period for
two (2) years from the date of death, subject to termination on the
expiration of the stated term of the Option, if earlier.
    (iii) Termination for Cause. If any participant's employment by the
Company and its Subsidiaries has been terminated for Cause, any Incentive
Stock Option held by such participant shall immediately terminate and be of
no further force and effect; provided, however, that the Committee may, in
its sole discretion, provide that such Option can be exercised for a period
of up to thirty (30) days from the date of termination of employment or until
the expiration of the stated term of the Option, if earlier.
    (iv) Other Termination. Unless otherwise determined by the Committee, if
a participant's employment by the Company and its Subsidiaries terminates for
any reason other than death, Disability, Normal Retirement or for Cause, any
Incentive Stock Option held by such participant may thereafter be exercised,
to the extent it was exercisable on the date of termination of employment,
for ninety (90) days (or such other period as the Committee shall specify at
any time) from the date of termination of employment or until the expiration
of the stated term of the Option, if earlier.
    (b) Non-Statutory Stock Options and Stock Appreciation Rights.  Any Non-
Statutory Stock Option or Stock Appreciation Right granted under the Plan
shall contain such terms and conditions with respect to its termination as
the Committee, in its discretion, may from time to time determine.

SECTION 11. Tax Withholding.

    (a) Payment by Participant.  Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any Federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income. The Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.
    (b) Payment in Shares.  A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii)
transferring to the Company shares of Stock owned by the participant for a
period of at least six months and with an aggregate Fair Market Value (as of
the date the minimum withholding is effected) that would satisfy the
withholding amount due.

SECTION 12. Transfer, Leave of Absence, Etc.

    For purposes of the Plan, the following events shall not be deemed a
termination of employment:
     (i) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;
    (ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to re-
employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 13. Amendments and Termination.

    The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise
or purchase price, but such price, if any, must satisfy the requirements
which would apply to the substitute or amended Award if it were then
initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely
affect rights under any outstanding Award without the holder's consent.
However, no such amendment, unless approved by the directors of the Company,
shall be effective if it would cause the Plan to fail to satisfy the
incentive stock option requirements of the Code.

SECTION 14. Status of Plan.

    With respect to the portion of any Award which has not been exercised and
any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a
general creditor of the Company unless the Committee shall otherwise
expressly determine in connection with any Award or Awards. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make
payments with respect to Awards hereunder, provided that the existence of
such trusts or other arrangements is consistent with the provision of the
foregoing sentence.

SECTION 15. Change of Control Provisions.

    Upon the occurrence of a Change of Control as defined in this Section 15:
     (i) subject to the provisions of clause (iii) below, after the effective
date of such Change of Control, each holder of an outstanding Stock Option,
Restricted Stock Award, Performance Share Award or Stock Appreciation Right
shall be entitled, upon exercise of such Award, to receive, in lieu of shares
of Stock (or consideration based upon the Fair Market Value of Stock), shares
of such stock or other securities, cash or property (or consideration based
upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;
    (ii) the Committee may accelerate the time for exercise of, and waive all
conditions and restrictions on, each unexercised and unexpired Stock Option,
Restricted Stock Award, Performance Share Award and Stock Appreciation Right,
effective upon a date prior or subsequent to the effective date of such
Change of Control, specified by the Committee; or
    (iii) each outstanding Stock Option, Restricted Stock Award, Performance
Share Award and Stock Appreciation Right may be cancelled by the Committee as
of the effective date of any such Change of Control provided that (x) notice
of such cancellation shall be given to each holder of such an Award and (y)
each holder of such an Award shall have the right to exercise such Award to
the extent that the same is then exercisable or, in full, if the Committee
shall have accelerated the time for exercise of all such unexercised and
unexpired Awards, during the thirty (30) day period preceding the effective
date of such Change of Control.
    (b) "Change of Control"  shall mean the occurrence of any one of the
following events:
     (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Act) (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the Company), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the
Company's then outstanding securities; or
    (ii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation or other entity, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than sixty-five percent (65%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
    (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

SECTION 16. General Provisions.

    (a) No Distribution; Compliance with Legal Requirements.  The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the
shares without a view to distribution thereof.
    No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements
have been satisfied. The Committee may require the placing of such stop
orders and restrictive legends on certificates for Stock and Awards as it
deems appropriate.
    (b) Delivery of Stock Certificates.  Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when
the Company or a stock transfer agent of the Company shall have delivered
such certificates in the United States mail, addressed to the participant, at
the participant's last known address on file with the Company.
    (c) Other Compensation Arrangements; No Employment Rights.  Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, subject to
stockholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases. The
adoption of the Plan or any Award under the Plan does not confer upon any
employee any right to continued employment with the Company or any
Subsidiary.

SECTION 17. Effective Date of Plan.

    The Plan shall become effective upon approval by the board of directors
of the Company; however, no Incentive Stock Option shall be granted unless
and until the Plan is ratified at a meeting of the stockholders of the
Company.

SECTION 18. Governing Law.

    This Plan shall be governed by, and construed and enforced in accordance
with, the substantive laws of the State of Colorado without regard to its
principles of conflicts of laws.

===========================================================
Exhibit 23.1; Consent of Miller and McCollom to utilize
independent auditor's report dated April 25, 2002.

March 12, 2003

Board of Directors
DIRECT RESPONSE FINANCIAL SERVICES, INC.
7080 N. Whitney, Suite 101
Fresno, California 93720


We consent to the use in this Registration Statement on Form S-8, of our
report dated April 25, 2002 relating to the statements of operations,
stockholders' equity, and cash flows for the year ending January 31, 2002 and
for the period from April 7, 2000 (date of inception) through January 31,
2002.



/S/ Miller and McCollom
-----------------------------
Miller and McCollom
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033
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======================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

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

               DIRECT RESPONSE FINANCIAL SERVICES, INC.
       (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              COLORADO
 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                             84-1547578
               (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                    7080 N. Whitney, Suite 101
                     Fresno, California 93720
   (Address of principal executive offices, including zip code)

                           (559) 434-1565
                    ---------------------------
             (Issuer's telephone number, including area code)

                           Mark A. Bogani
                        6565 S. Syracuse Way
                      Englewood, Colorado 80111
                           (303) 694-4895
                    ---------------------------
     (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
              INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                  CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
============================================================================================
                                                     Proposed Maximum     Proposed Maximum
Title of Securities    Amount to be  Offering Price  Aggregate Offering   Amount of
to be Registered       Registered    per Share (1)   Price (1)            Registration Fee
============================================================================================
Common Stock,          750,000       $0.85           $637,500.00           $51.58
No par value
============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 475(c) under the Securities Act of 1933, as amended on the
basis of the Registrant's common stock bid price at the time that
compensation to consultants were paid with the registrant's common stock in
lieu of cash payment.

PART 1
========

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The document containing the terms of sales consulting services has been
approved by the Registrant's officer and the Board of Directors and is
defined in the Registrant's Board of Directors Resolution. (See Exhibits). In
accordance with the rules and Regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either in part of this
Registration Statement or as Prospectuses or Supplements pursuant to Rule 424
under the Securities Act.

PART II
========

Item 3. Incorporation of Documents By Reference
-----------------------------------------

The documents listed in (a) through (b) below had been filed by Registrant
with the Commission and are incorporated herein by reference.

(a) The registrant's Annual Report on Form 10K-SB for the year ended January
1, 2002, as filed with the Securities and Exchange Commission (the "SEC").

(b) The Registrant's 10Q-SB quarterly reports for the quarters ending April
30, 2002, July 31, 2002, and October 31, 2002.

(c) All (if any) reports filed by the registrant pursuant to Section 13 (a)
and 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

All documents subsequently filed by the Registrant pursuant to Section 13
(a), 13 (c), 14 and 15 of the Securities Exchange Act of 1934, the "Exchange
Act") prior to the filing of a post-effective amendment which will indicate
that all securities hereby have been sold, or which de-registers securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents.

Item 4. Description of Securities
-----------------------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel.
-----------------------------------------

Not Applicable

Item 6. Indemnification Of Officers and Directors.
-----------------------------------------

No Director or Officer of Direct Response Financial Services, Inc. will have
personal liability to the Company or any stockholders for monetary damages
for breach of fiduciary duty as a Director or Officer involving any act or
omission of such Director or Officer, whereas specific provisions in the
Articles of Incorporation limits such liability. Such provision shall not
eliminate or limit the liability of a Director or Officer; (1) for any breach
of duty of loyalty to Direct Response Financial Services, Inc. or its
stockholders, (2) for acts of omission not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under applicable
sections of the Colorado Corporate Code, or any Colorado State Law
applicable, (4) or for any transaction from which an improper personal
benefit was derived.

Direct Response Financial Services, Inc. will provide for indemnification of
the Directors, Officers, and employees in most cases for any liability
suffered by them or arising out of their activities as Directors, Officers,
and employees; if they were not engaged in willful malfeasance in the
performance of his or her duties; provided that in the event of a settlement
the indemnification will apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the
corporation.

The Directors and Officers of Direct Response Financial Services, Inc. are
accountable to the Company as fiduciary, which means they are required to
exercise good faith and fairness in all dealings affecting Direct Response
Financial Services, Inc.

Item 7. Exemption From Registration Claimed.
-----------------------------------------

Not Applicable.

Item 8. Exhibits.
-----------------------------------------

Reference is hereby made to the Exhibit Index, below.

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;

        (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

        (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.

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

    (3) To remove from registration by means of 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 Section 15(d) of
the Exchange Act (and each filing of the Plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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, as amended, the
Registration certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the city of Fresno, California on March 12, 2003.

Direct Response Financial Services, Inc.

/s/ Rodney Ray
 --------------------------
By: Rodney Ray, President and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration Statement has been signed by the following persons in capacities
representing the majority of the Registrant's Board of Directors and on the
dates indicated.

NAME                          TITLE            DATE

/s/ Rodney Ray                President        March 12, 2003
--------------------------
By: Rodney Ray, President and Chairman of the Board

EXHIBIT INDEX
-------------------------

ITEM NO.  DESCRIPTION.

5.1       Opinion of Michael D. Spadaccini, Esq. regarding
          legality of the Common Stock being registered.

10.1      Direct Response Financial Services, Inc.
          2003 Stock Incentive Plan.

23.1      Consent of Miller and McCollom to utilize
          independent auditor's report dated April 25, 2002.

===========================================================
Exhibit 5.1; Opinion of Michael D. Spadaccini, Esq. regarding legality of the
Common Stock being registered.

Law Office of Michael Spadaccini
11256 Vista Sorrento Parkway, #103
San Diego, CA 92130
858.350.5183
fax: 619.374.2027

March 11, 2003

Board of Directors
DIRECT RESPONSE FINANCIAL SERVICES, INC.
7080 N. Whitney, Suite 101
Fresno, California 93720

Re: Registration Statement on Form S-8 of Shares of Common Stock, no par, of
Direct Response Financial Services, Inc.

Dear Sirs,

I have acted as counsel to Direct Response Financial Services, Inc. (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended ("the Act"), which you are filing with the Securities and Exchange
Commission with respect to up to 750,000 additional shares of Common Stock,
no par value, which may be issued pursuant to a resolution of the Board of
Directors authorizing such issuance for the purpose of the compensation of
Directors, Officers, and outside consultants.

I have examined the Registration Statement and such documents and records of
the Company, as I have deemed relevant and necessary for the purpose of this
opinion. In giving this opinion, I am assuming the authenticity of all
instruments presented to me as originals, the conformity with originals of
all instruments presented to me as copies and the genuineness of all
signatures.

Based upon and subject to the foregoing, I am of the opinion that any shares
that may be issued pursuant to the plan have been duly authorized and that,
upon the due execution by the Company and the registration by its registrar
of such shares, the sale thereof by the Company in accordance with the
terms of the plan and the receipt of consideration therefor in accordance
with the terms of the plan, such shares will be validly issued, fully paid
and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Michael Spadaccini

Michael Spadaccini

===========================================================
Exhibit 10.1; Direct Response Financial Services, Inc. 2003 Stock Incentive
Plan.

            DIRECT RESPONSE FINANCIAL SERVICES, INC.
                2003 STOCK INCENTIVE PLAN

SECTION 1. General Purpose of the Plan; Definitions.

    The name of the plan is the DIRECT RESPONSE FINANCIAL SERVICES, Inc. 2003
Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage
and enable officers, directors, and employees of DIRECT RESPONSE FINANCIAL
SERVICES, Inc. (the "Company") and its Subsidiaries and other persons to
acquire a proprietary interest in the Company. It is anticipated that
providing such persons with a direct stake in the Company's welfare will
assure a closer identification of their interests with those of the Company
and its shareholders, thereby stimulating their efforts on ethe Company's
behalf and strengthening their desire to remain with the Company.

    The following terms shall be defined as set forth below:
    "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Statutory
Stock Options, Restricted Stock Awards, Unrestricted Stock Awards,
Performance Share Awards and Stock Appreciation Rights.
    "Board" means the Board of Directors of the Company.
    "Cause" means (i) any material breach by the participant of any agreement
to which the participant and the Company are both parties, and (ii) any act
or omission justifying termination of the participant's employment for cause,
as determined by the Committee.
    "Change of Control" shall have the meaning set forth in Section 15.
    "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
    "Conditioned Stock Award" means an Award granted pursuant to Section 6.
    "Committee" shall have the meaning set forth in Section 2.
    "Disability" means disability as set forth in Section 22(e)(3) of the
Code.
    "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.
    "Eligible Person" shall have the meaning set forth in Section 4.
    "Fair Market Value" on any given date means the price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or,
if the Stock is not listed on such an exchange, as reported by NASDAQ, or, if
the Stock is not quoted on NASDAQ, the fair market value of the Stock as
determined by the Committee.
    "Incentive Stock Option" means any Stock Option designated and qualified
as an "incentive stock option" as defined in Section 422 of the Code.
    "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.
    "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of
the Company and its Subsidiaries then in effect.
    "Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section
1504(a) of the Code, which includes the Company (an "Affiliate"), (ii) is not
a former employee of the Company or any Affiliate who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliate's taxable year, (iii)
has not been an officer of the Company or any Affiliate and (iv) does not
receive remuneration from the Company or any Affiliate, either directly or
indirectly, in any capacity other than as a director. "Outside Director"
shall be determined in accordance with Section 162(m) of the Code and the
Treasury regulations issued thereunder.
    "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
    "Performance Share Award" means an Award granted pursuant to Section 8.
    "Stock" means the Common Stock, no par value, of the Company, subject to
adjustments pursuant to Section 3.
    "Stock Appreciation Right" means an Award granted pursuant to Section 9.
    "Subsidiary" means a subsidiary as defined in Section 424 of the Code.
    "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

    SECTION 2. Administration of Plan; Committee Authority to Select
Participants and Determine Awards.

    (a) Committee.  The Plan shall be administered by a committee of the
Board (the "Committee") consisting of not less than two (2) Outside
Directors, but the authority and validity of any act taken or not taken by
the Committee shall not be affected if any person administering the Plan is
not an "Outside Director." The Board of Directors may act as the Committee at
any time. Except as specifically reserved to the Board under the terms of the
Plan, the Committee shall have full and final authority to operate, manage
and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof. The
Board may establish an additional single-member committee (consisting of an
executive officer) that shall have the power and authority to grant Awards to
non-executive officers and to make all other determinations under the Plan
with respect thereto.
    (b) Powers of Committee.  The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:
     (i) to select the persons to whom Awards may from time to time be
granted;
    (ii) to determine the time or times of grant, and the extent, if any, of
Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock,
Unrestricted Stock, Performance Shares and Stock Appreciation Rights, or any
combination of the foregoing, granted to any one or more participants;
    (iii) to determine the number of shares to be covered by any Award;
    (iv) to determine and modify the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and
participants, and to approve the form of written instruments evidencing the
Awards; provided, however, that no such action shall adversely affect rights
under any outstanding Award without the participant's consent;
    (v) to accelerate the exercisability or vesting of all or any portion of
any Award;
    (vi) subject to the provisions of Section 5(b), to extend the period in
which any outstanding Stock Option or Stock Appreciation Right may be
exercised;
   (vii) to determine whether, to what extent, and under what circumstances
Stock and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the participant and whether and to
what extent the Company shall pay or credit amounts equal to interest (at
rates determined by the Committee) or dividends or deemed dividends on such
deferrals; and
   (viii) to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any
Award (including related written instruments); to make all determinations it
deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.
    All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.

    (a) Shares Issuable.  The maximum number of shares of Stock with respect
to which Awards (including Stock Appreciation Rights) may be granted under
the Plan shall be Seven Hundred and Fifty Thousand (750,000). For purposes of
this limitation, the shares of Stock underlying any Awards which are
forfeited, cancelled, reacquired by the Company or otherwise terminated
(other than by exercise) shall be added back to the shares of Stock with
respect to which Awards may be granted under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Subject to such overall limitation, any type or types of Award may
be granted with respect to shares, including Incentive Stock Options. Shares
issued under the Plan may be authorized but unissued shares or shares
reacquired by the Company.
    (b) Stock Dividends, Mergers, etc.  In the event that after approval of
the Plan by the directors of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without
limitation the limitations set forth in Section 3(a) and Section 3(b) above),
(ii) the number and kind of shares remaining subject to outstanding Awards,
and (iii) the option or purchase price in respect of such shares. In the
event of any merger, consolidation, dissolution or liquidation of the
Company, the Committee in its sole discretion may, as to any outstanding
Awards, make such substitution or adjustment in the aggregate number of
shares reserved for issuance under the Plan and in the number and purchase
price (if any) of shares subject to such Awards as it may determine and as
may be permitted by the terms of such transaction, or accelerate, amend or
terminate such Awards upon such terms and conditions as it shall provide
(which, in the case of the termination of the vested portion of any Award,
shall require payment or other consideration which the Committee deems
equitable in the circumstances), subject, however, to the provisions of
Section 15.
    (c) Substitute Awards.  The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary
as the result of a merger or consolidation of the employing corporation with
the Company or a Subsidiary or the acquisition by the Company or a Subsidiary
of property or stock of the employing corporation. The Committee may direct
that the substitute awards be granted on such terms and conditions as the
Committee considers appropriate in the circumstances. Shares which may be
delivered under such substitute awards may be in addition to the maximum
number of shares provided for in Section 3(a).

SECTION 4. Eligibility.

    Awards may be granted to officers, directors, and employees of and
consultants and advisers to the Company or its Subsidiaries ("Eligible
Persons").

SECTION 5. Stock Options.

    The Committee may grant to Eligible Persons options to purchase stock.
    Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
    Stock Options granted under the Plan may be either Incentive Stock
Options (subject to compliance with applicable law) or Non-Statutory Stock
Options. Unless otherwise so designated, an Option shall be a Non-Statutory
Stock Option. To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Statutory Stock Option.
    No Incentive Stock Option shall be granted under the Plan after the tenth
anniversary of the earlier of (i) the date of adoption of the Plan by the
Board, or (ii) the date on which the Plan is ratified by the stockholders as
set forth in Section 17.
    The Committee in its discretion may determine the effective date of Stock
Options, provided, however, that grants of Incentive Stock Options shall be
made only to persons who are, on the effective date of the grant, employees
of the Company or any Subsidiary. Stock Options granted pursuant to this
Section 5(a) shall be subject to the following terms and conditions and the
terms and conditions of Section 13 and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem desirable.
    (a) Exercise Price.  The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined
by the Committee at the time of grant but shall be, in the case of Incentive
Stock Options, not less than one hundred percent (100%) of Fair Market Value
on the date of grant. If an employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive Stock Option
is granted to such employee, the option price shall be not less than one
hundred ten percent (110%) of Fair Market Value on the grant date.
    (b) Option Term.  The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
(10) years after the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than ten percent (10%) of the combined voting power of all classes
of stock of the Company or any Subsidiary or parent corporation and an
Incentive Stock Option is granted to such employee, the term of such option
shall be no more than five (5) years from the date of grant.
    (c) Exercisability; Rights of a Shareholder.  Stock Options shall become
vested and exercisable at such time or times, whether or not in installments,
as shall be determined by the Committee at or after the grant date. The
Committee may at any time accelerate the exercisability of all or any portion
of any Stock Option. An optionee shall have the rights of a shareholder only
as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
    (d) Method of Exercise.  Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made
by one or more of the following methods:
     (i) In cash or by certified or bank check or other instrument acceptable
to the Committee;
    (ii) If permitted by the Committee, in its discretion, in the form of
shares of Stock that are not then subject to restrictions and that have been
owned by the optionee for a period of at least six months. Such surrendered
shares shall be valued at Fair Market Value on the exercise date; or
    (iii) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure. The Company need not act upon such exercise notice until
the Company receives full payment of the exercise price; or
    (iv) By any other means (including, without limitation, by delivery of a
promissory note of the optionee payable on such terms as are specified by the
Committee) which the Committee determines are consistent with the purpose of
the Plan and with applicable laws and regulations.
    The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt
from the Optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the
Stock Option or imposed by applicable law.
    (e) Non-transferability of Options.  Except as the Committee may provide
with respect to a Non-Statutory Stock Option, no Stock Option shall be
transferable other than by will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during the optionee's lifetime,
only by the optionee.
    (f) Annual Limit on Incentive Stock Options.  To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the Stock
with respect to which incentive stock options granted under this Plan and any
other plan of the Company or its Subsidiaries become exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.
    (g) Form of Settlement.  Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan.

SECTION 6. Restricted Stock Awards.

    (a) Nature of Restricted Stock Award.  The Committee in its discretion
may grant Restricted Stock Awards to any Eligible Person, entitling the
recipient to acquire, for a purchase price determined by the Committee,
shares of Stock subject to such restrictions and conditions as the Committee
may determine at the time of grant ("Restricted Stock"), including continued
employment and/or achievement of pre-established performance goals and
objectives.
    (b) Acceptance of Award. A participant who is granted a Restricted Stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within sixty (60) days (or such shorter date as
the Committee may specify) following the award date by making payment to the
Company of the specified purchase price, of the shares covered by the Award
and by executing and delivering to the Company a written instrument that sets
forth the terms and conditions applicable to the Restricted Stock in such
form as the Committee shall determine.
    (c) Rights as a Shareholder.  Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to non-
transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.
    (d) Restrictions.  Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by
the Company and its Subsidiaries for any reason (including death, Disability,
Normal Retirement and for Cause), the Company shall have the right, at the
discretion of the Committee, to repurchase shares of Restricted Stock with
respect to which conditions have not lapsed at their purchase price, or to
require forfeiture of such shares to the Company if acquired at no cost, from
the participant or the participant's legal representative. The Company must
exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified in the
written instrument evidencing the Restricted Stock Award).
    (e) Vesting of Restricted Stock.  The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-
transferability of the Restricted Stock and the Company's right of repurchase
or forfeiture shall lapse. Subsequent to such date or dates and/or the
attainment of such preestablished performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer
be Restricted Stock and shall be deemed "vested." The Committee at any time
may accelerate such date or dates and otherwise waive or, subject to Section
13, amend any conditions of the Award.
    (f) Waiver, Deferral and Reinvestment of Dividends.  The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

SECTION 7. Unrestricted Stock Awards.

    (a) Grant or Sale of Unrestricted Stock.  The Committee in its discretion
may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or
sold as described in the preceding sentence in respect of past services or
other valid consideration.
    (b) Restrictions on Transfers.  The right to receive unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution.

SECTION 8. Performance Share Awards.

    (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under
the Plan. Performance Share Awards may be granted under the Plan to any
Eligible Person. The Committee in its discretion shall determine whether and
to whom Performance Share Awards shall be made, the performance goals
applicable under each such Award, the periods during which performance is to
be measured, and all other limitations and conditions applicable to the
awarded Performance Shares.

SECTION 9. Stock Appreciation Rights.

    The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person (i) alone, or (ii) simultaneously with the grant of a
Stock Option and in conjunction therewith or in the alternative thereto. A
Stock Appreciation Right shall entitle the participant upon exercise thereof
to receive from the Company, upon written request to the Company at its
principal offices (the "Request"), a number of shares of Stock (with or
without restrictions as to substantial risk of forfeiture and
transferability, as determined by the Committee in its sole discretion), an
amount of cash, or any combination of Stock and cash, as specified in the
Request (but subject to the approval of the Committee in its sole discretion,
at any time up to and including the time of payment, as to the making of any
cash payment), having an aggregate Fair Market Value equal to the product of
(i) the excess of Fair Market Value, on the date of such Request, over the
exercise price per share of Stock specified in such Stock Appreciation Right
or its related Option, multiplied by (ii) the number of shares of Stock for
which such Stock Appreciation Right shall be exercised. Notwithstanding the
foregoing, the Committee may specify at the time of grant of any Stock
Appreciation Right that such Stock Appreciation Right may be exercisable
solely for cash and not for Stock.

SECTION 10. Termination of Stock Options and Stock Appreciation Rights.

    (a) Incentive Stock Options:
     (i) Termination by Death. If any participant's employment by the Company
and its Subsidiaries terminates by reason of death, any Incentive Stock
Option owned by such participant may thereafter be exercised to the extent
exercisable at the date of death, by the legal representative or legatee of
the participant, for a period of two (2) years (or such other period as the
Committee shall specify at any time) from the date of death, or until the
expiration of the stated term of the Incentive Stock Option, if earlier.
    (ii) Termination by Reason of Disability or Normal Retirement.
    (A) Any Incentive Stock Option held by a participant whose employment by
the Company and its Subsidiaries has terminated by reason of Disability may
thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of one (1) year (or such other period as the
Committee shall specify at any time) from the date of such termination of
employment, or until the expiration of the stated term of the Option, if
earlier.
    (B) Any Incentive Stock Option held by a participant whose employment by
the Company and its Subsidiaries has terminated by reason of Normal
Retirement may thereafter be exercised, to the extent it was exercisable at
the time of such termination, for a period of ninety (90) days (or such other
period as the Committee shall specify at any time) from the date of such
termination of employment, or until the expiration of the stated term of the
Option, if earlier.
    (C) The Committee shall have sole authority and discretion to determine
whether a participant's employment has been terminated by reason of
Disability or Normal Retirement.
    (D) Except as otherwise provided by the Committee at the time of grant,
the death of a participant during a period provided in this Section 10(a)(ii)
for the exercise of an Incentive Stock Option shall extend such period for
two (2) years from the date of death, subject to termination on the
expiration of the stated term of the Option, if earlier.
    (iii) Termination for Cause. If any participant's employment by the
Company and its Subsidiaries has been terminated for Cause, any Incentive
Stock Option held by such participant shall immediately terminate and be of
no further force and effect; provided, however, that the Committee may, in
its sole discretion, provide that such Option can be exercised for a period
of up to thirty (30) days from the date of termination of employment or until
the expiration of the stated term of the Option, if earlier.
    (iv) Other Termination. Unless otherwise determined by the Committee, if
a participant's employment by the Company and its Subsidiaries terminates for
any reason other than death, Disability, Normal Retirement or for Cause, any
Incentive Stock Option held by such participant may thereafter be exercised,
to the extent it was exercisable on the date of termination of employment,
for ninety (90) days (or such other period as the Committee shall specify at
any time) from the date of termination of employment or until the expiration
of the stated term of the Option, if earlier.
    (b) Non-Statutory Stock Options and Stock Appreciation Rights.  Any Non-
Statutory Stock Option or Stock Appreciation Right granted under the Plan
shall contain such terms and conditions with respect to its termination as
the Committee, in its discretion, may from time to time determine.

SECTION 11. Tax Withholding.

    (a) Payment by Participant.  Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any Federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income. The Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.
    (b) Payment in Shares.  A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii)
transferring to the Company shares of Stock owned by the participant for a
period of at least six months and with an aggregate Fair Market Value (as of
the date the minimum withholding is effected) that would satisfy the
withholding amount due.

SECTION 12. Transfer, Leave of Absence, Etc.

    For purposes of the Plan, the following events shall not be deemed a
termination of employment:
     (i) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;
    (ii) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to re-
employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 13. Amendments and Termination.

    The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise
or purchase price, but such price, if any, must satisfy the requirements
which would apply to the substitute or amended Award if it were then
initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely
affect rights under any outstanding Award without the holder's consent.
However, no such amendment, unless approved by the directors of the Company,
shall be effective if it would cause the Plan to fail to satisfy the
incentive stock option requirements of the Code.

SECTION 14. Status of Plan.

    With respect to the portion of any Award which has not been exercised and
any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a
general creditor of the Company unless the Committee shall otherwise
expressly determine in connection with any Award or Awards. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make
payments with respect to Awards hereunder, provided that the existence of
such trusts or other arrangements is consistent with the provision of the
foregoing sentence.

SECTION 15. Change of Control Provisions.

    Upon the occurrence of a Change of Control as defined in this Section 15:
     (i) subject to the provisions of clause (iii) below, after the effective
date of such Change of Control, each holder of an outstanding Stock Option,
Restricted Stock Award, Performance Share Award or Stock Appreciation Right
shall be entitled, upon exercise of such Award, to receive, in lieu of shares
of Stock (or consideration based upon the Fair Market Value of Stock), shares
of such stock or other securities, cash or property (or consideration based
upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;
    (ii) the Committee may accelerate the time for exercise of, and waive all
conditions and restrictions on, each unexercised and unexpired Stock Option,
Restricted Stock Award, Performance Share Award and Stock Appreciation Right,
effective upon a date prior or subsequent to the effective date of such
Change of Control, specified by the Committee; or
    (iii) each outstanding Stock Option, Restricted Stock Award, Performance
Share Award and Stock Appreciation Right may be cancelled by the Committee as
of the effective date of any such Change of Control provided that (x) notice
of such cancellation shall be given to each holder of such an Award and (y)
each holder of such an Award shall have the right to exercise such Award to
the extent that the same is then exercisable or, in full, if the Committee
shall have accelerated the time for exercise of all such unexercised and
unexpired Awards, during the thirty (30) day period preceding the effective
date of such Change of Control.
    (b) "Change of Control"  shall mean the occurrence of any one of the
following events:
     (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Act) (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the Company), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the
Company's then outstanding securities; or
    (ii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation or other entity, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than sixty-five percent (65%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
    (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

SECTION 16. General Provisions.

    (a) No Distribution; Compliance with Legal Requirements.  The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the
shares without a view to distribution thereof.
    No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements
have been satisfied. The Committee may require the placing of such stop
orders and restrictive legends on certificates for Stock and Awards as it
deems appropriate.
    (b) Delivery of Stock Certificates.  Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when
the Company or a stock transfer agent of the Company shall have delivered
such certificates in the United States mail, addressed to the participant, at
the participant's last known address on file with the Company.
    (c) Other Compensation Arrangements; No Employment Rights.  Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, subject to
stockholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases. The
adoption of the Plan or any Award under the Plan does not confer upon any
employee any right to continued employment with the Company or any
Subsidiary.

SECTION 17. Effective Date of Plan.

    The Plan shall become effective upon approval by the board of directors
of the Company; however, no Incentive Stock Option shall be granted unless
and until the Plan is ratified at a meeting of the stockholders of the
Company.

SECTION 18. Governing Law.

    This Plan shall be governed by, and construed and enforced in accordance
with, the substantive laws of the State of Colorado without regard to its
principles of conflicts of laws.

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Exhibit 23.1; Consent of Miller and McCollom to utilize
independent auditor's report dated April 25, 2002.

March 12, 2003

Board of Directors
DIRECT RESPONSE FINANCIAL SERVICES, INC.
7080 N. Whitney, Suite 101
Fresno, California 93720

We consent to the use in this Registration Statement on Form S-8, of our
report dated April 25, 2002 relating to the statements of operations,
stockholders' equity, and cash flows for the year ending January 31, 2002 and
for the period from April 7, 2000 (date of inception) through January 31,
2002.

/S/ Miller and McCollom
-----------------------------
Miller and McCollom
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033