<PAGE>

                                         Registration Statement No. ____________


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549


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

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


                                   DTOMI, INC.
             (Exact name of registrant as specified in its charter)

              Nevada                                 98-0207554
(State or other jurisdiction of               (I.R.S.   Employer ID. No.)
 incorporation or organization)


                             200 Ninth Avenue North
                    Suite 220, Safety Harbor, Florida, 34965
                                  (727) 723-8664
                    (Address of Principal Executive Offices)

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

                      CONSULTING AGREEMENT WITH JAIME GOMEZ
                              (Full Title of Plan)


                               David M. Otto, Esq.
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

================================================================================

If  any of the Securities being registered on this Form S-8 are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or  interest  reinvestment  plans,  check  the  following  box.    X
                                                                  ---

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


Title of Securities  Amount to be   Proposed Maximum               Proposed Maximum               Amount
to be Registered     Registered*    Offering Price Per Share**     Aggregate Offering Price**     of Fee
------------------- --------------- ---------------------------- ----------------------------- ------------
<S>                     <C>              <C>                          <C>                          <C>
Common Stock,
$0.001 par value     400,000              $0.03                        $12,000                     $1.04
</TABLE>

*     The  consulting  agreement with Jaime Gomez (the "Plan") provides for
400,000  shares  of  common  stock  of  Dtomi,  Inc.  (the  "Company"  or  the
"Registrant"),  par  value  $0.001  per  share ("Common Stock"), to be issued to
Jaime Gomez in exchange for consulting services.  The general nature and purpose
of  the  Plan  is to provide for consulting services for the Company and, at the
same time, compensate Jaime Gomez for said consulting services.  The term of the
Plan  is  twelve  (12)  months.  The  Plan  may be terminated at any time by the
Company after the first sixty (60) days of the effectiveness of the Plan, and at
any time by Jaime Gomez after the first one hundred and eighty (180) days of the
effectiveness of the Plan.  The consulting agreement entered into by Jaime Gomez
and  the Company qualifies as an Employee Benefit Plan as defined under Rule 405
of  Regulation  C.

**     Estimated  solely  for  the purposes of determining the registration
fee pursuant to Rule 457.  On November 25, 2002, the fair market value of Dtomi,
Inc.  Common  Stock,  determined  from its closing price on the Over-the-Counter
Bulletin  Board  was  $0.03  per  share.  On  this  basis, the maximum aggregate
offering price for the shares being registered hereunder is $12,000, and this is
the  basis  for computing the filing fee in accordance with Rule 457(h) and at a
rate  of  the  aggregate  offering  price  multiplied  by  .000092.

                                     PART II

The  information  contained  on  the Registrant's registration statement on Form
S-8,  filed  with  the  SEC  on  August 28, 2002 (the "August 28, 2002 S-8"), is
herein  incorporated  by  reference.  The August 28, 2002 S-8 relates to options
granted  under  the  Dtomi,  Inc.,  2001  Stock  Option  Plan  in  the form of a
non-qualified  stock  option agreement dated August 27, 2002, which was filed as
Exhibit  4.2  in  the  August  28,  2002  S-8.

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this  registration statement: (i) the Company's Annual Report on Form 10-KSB, as
amended,  for  the  fiscal  year  ended  April  30, 2002, and (ii) the Company's
Quarterly  Reports  on  Form 10-QSB and Form 10-QSB, as amended, for the quarter
ended  September 30, 2002, June 30, 2002, March 31, 2002, October 31, 2001, July
31,  2001  (iii)  the  Company's Reports on Forms 8-K and Forms 8-K, as amended,
filed  October  10,  2002, April 5, 2002, March 21, 2002, March 6, 2002, January
29,  2002,  November  7, 2001, and October 11, 2001.  All documents subsequently
filed  by  the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities  Exchange  Act  of  1934,  prior  to  the  filing of a post-effective
amendment  which  indicates  that all securities offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference in this registration statement and to be part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

The  Otto  Law Group, PLLC, who has prepared this Registration Statement and the
opinion  regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the  Registrant in the past on certain legal matters.  David M. Otto is the 100%
beneficial  owner of securities of The Otto Law Group, PLLC.  Mr. Otto is also a
Chairman  of  the  Board  of  Directors  and Secretary of the Registrant and the
beneficial owner of 600,000 shares of common stock of the Company.  There are no
arrangements or understandings that would in any way cause Mr. Otto to be deemed
an  affiliate  of the Registrant or a person associated with an affiliate of the
Registrant.

                                        2
<PAGE>

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Section  78.751  of  the  Nevada  General  Corporation  Law generally allows the
Registrant  to  indemnify any person who was or is threatened to be made a party
to  any threatened, pending or completed action, suit or proceeding by reason of
the  fact that he or she is or was a director, officer, employee or agent of the
Registrant  or is or was serving at the request of the Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or  other  enterprise.  The  Registrant  may advance expenses in connection with
defending  any  such  proceeding,  provided the indemnitee undertakes to pay any
such  amounts  if it is later determined that such person was not entitled to be
indemnified  by  the  Registrant.

ITEM  8.  EXHIBITS

The  Exhibits  required  to  be filed as part of this Registration Statement are
listed  in  the  attached  Index  to  Exhibits.

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 and 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 change in volume and
     price  represents no more than 20% change in the maximum aggregate offering
     price  set  forth  in  the  "Calculation  of Registration Fee" table in the
     effective  registration  statement;

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration  statement;

provided,  however, that paragraphs (a)(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.

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

                                        3
<PAGE>

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

     (h)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  may be permitted to directors, officers and controlling persons
of  the  Registrant  pursuant  to  the  foregoing  provisions, or otherwise, the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act and is, therefore, 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 of whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  Safety  Harbor,  Florida,  on  this 25th day of November, 2002.

                                        DTOMI, INC.
                                       (Name of Registrant)



Date:  November 25, 2002                By:      /s/    John "JT" Thatch
                                               --------------------------
                                              John "JT" Thatch: Chief Executive
                                              Officer, President, Treasurer


                                POWER OF ATTORNEY

     Each  person  whose  signature  appears below constitutes and appoints John
"JT"  Thatch  his  or  her attorney-in-fact, with the power of substitution, for
them  in  any  and  all  capacities, to sign any amendments to this registration
statement,  and  to  file the same, with exhibits thereto and other documents in
connection  therewith,  with  the  Securities  and  Exchange  Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes,  may  do  or  cause  to  be  done  by  virtue  hereof.

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  registration  statement  has  been  signed by the following persons in the
capacities  and  on  the  date  indicated.

<TABLE>
<CAPTION>


SIGNATURE                            TITLE                                          DATE
---------                            -----                                         -----
<S>                                    <C>                                          <C>

/s/    John "JT" Thatch
---------------------------     Chief Executive Officer, President, Treasurer     11/25/02
       John "JT" Thatch


/s/    David M. Otto
------------------------        Chairman of the Board, Secretary                  11/25/02
       David M. Otto


/s/    Parnell Clitus
-------------------------       Director                                          11/25/02
       Parnell Clitus


                                        4
<PAGE>

                                  INDEX TO EXHIBITS
                                  -----------------
 Number          Description                                                 Page
 ------          -----------                                                 ----

4         Consulting Agreement with Jaime Gomez                                6
5         Opinion of The Otto Law Group PLLC                                   9
23.1      Consent of The Otto Law Group, PLLC (contained in exhibit 5)
23.2      Consent of Salberg & Co, P.A.                                        10

(1)     Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
        Report on Form 10-QSB, filed on December 18, 2001.

</TABLE>


                                        5

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15415}]
{"company-data": {"conformed-name": "DTOMI INC", "cik": "0001083721", "assigned-sic": "7389", "irs-number": "980207554", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101466", "film-number": "02840690"}, "business-address": {"street1": "200 9TH AVENUE, SUITE 220", "city": "SAFETY HARBOR", "state": "FL", "zip": "34965", "phone": "(727) 723-8664"}, "mail-address": {"street1": "200 9TH AVENUE, SUITE 220", "city": "SAFETY HARBOR", "state": "FL", "zip": "34965"}, "former-company": [{"former-conformed-name": "RECON RUBBER CORP", "date-changed": "19990823"}, {"former-conformed-name": "COPPER VALLEY MINERALS LTD", "date-changed": "19990823"}]}
Registration Statement No. ____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

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

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

                                   DTOMI, INC.
             (Exact name of registrant as specified in its charter)

              Nevada                                 98-0207554
(State or other jurisdiction of               (I.R.S.   Employer ID. No.)
 incorporation or organization)

                             200 Ninth Avenue North
                    Suite 220, Safety Harbor, Florida, 34965
                                  (727) 723-8664
                    (Address of Principal Executive Offices)

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

                      CONSULTING AGREEMENT WITH JAIME GOMEZ
                              (Full Title of Plan)

                               David M. Otto, Esq.
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

================================================================================

If  any of the Securities being registered on this Form S-8 are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or  interest  reinvestment  plans,  check  the  following  box.    X
                                                                  ---
CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be   Proposed Maximum               Proposed Maximum               Amount
to be Registered     Registered*    Offering Price Per Share**     Aggregate Offering Price**     of Fee
------------------- --------------- ---------------------------- ----------------------------- ------------
Common Stock,
$0.001 par value     400,000              $0.03                        $12,000                     $1.04
*     The  consulting  agreement with Jaime Gomez (the "Plan") provides for
400,000  shares  of  common  stock  of  Dtomi,  Inc.  (the  "Company"  or  the
"Registrant"),  par  value  $0.001  per  share ("Common Stock"), to be issued to
Jaime Gomez in exchange for consulting services.  The general nature and purpose
of  the  Plan  is to provide for consulting services for the Company and, at the
same time, compensate Jaime Gomez for said consulting services.  The term of the
Plan  is  twelve  (12)  months.  The  Plan  may be terminated at any time by the
Company after the first sixty (60) days of the effectiveness of the Plan, and at
any time by Jaime Gomez after the first one hundred and eighty (180) days of the
effectiveness of the Plan.  The consulting agreement entered into by Jaime Gomez
and  the Company qualifies as an Employee Benefit Plan as defined under Rule 405
of  Regulation  C.

**     Estimated  solely  for  the purposes of determining the registration
fee pursuant to Rule 457.  On November 25, 2002, the fair market value of Dtomi,
Inc.  Common  Stock,  determined  from its closing price on the Over-the-Counter
Bulletin  Board  was  $0.03  per  share.  On  this  basis, the maximum aggregate
offering price for the shares being registered hereunder is $12,000, and this is
the  basis  for computing the filing fee in accordance with Rule 457(h) and at a
rate  of  the  aggregate  offering  price  multiplied  by  .000092.

                                     PART II

The  information  contained  on  the Registrant's registration statement on Form
S-8,  filed  with  the  SEC  on  August 28, 2002 (the "August 28, 2002 S-8"), is
herein  incorporated  by  reference.  The August 28, 2002 S-8 relates to options
granted  under  the  Dtomi,  Inc.,  2001  Stock  Option  Plan  in  the form of a
non-qualified  stock  option agreement dated August 27, 2002, which was filed as
Exhibit  4.2  in  the  August  28,  2002  S-8.

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this  registration statement: (i) the Company's Annual Report on Form 10-KSB, as
amended,  for  the  fiscal  year  ended  April  30, 2002, and (ii) the Company's
Quarterly  Reports  on  Form 10-QSB and Form 10-QSB, as amended, for the quarter
ended  September 30, 2002, June 30, 2002, March 31, 2002, October 31, 2001, July
31,  2001  (iii)  the  Company's Reports on Forms 8-K and Forms 8-K, as amended,
filed  October  10,  2002, April 5, 2002, March 21, 2002, March 6, 2002, January
29,  2002,  November  7, 2001, and October 11, 2001.  All documents subsequently
filed  by  the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities  Exchange  Act  of  1934,  prior  to  the  filing of a post-effective
amendment  which  indicates  that all securities offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference in this registration statement and to be part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

The  Otto  Law Group, PLLC, who has prepared this Registration Statement and the
opinion  regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the  Registrant in the past on certain legal matters.  David M. Otto is the 100%
beneficial  owner of securities of The Otto Law Group, PLLC.  Mr. Otto is also a
Chairman  of  the  Board  of  Directors  and Secretary of the Registrant and the
beneficial owner of 600,000 shares of common stock of the Company.  There are no
arrangements or understandings that would in any way cause Mr. Otto to be deemed
an  affiliate  of the Registrant or a person associated with an affiliate of the
Registrant.

                                        2
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Section  78.751  of  the  Nevada  General  Corporation  Law generally allows the
Registrant  to  indemnify any person who was or is threatened to be made a party
to  any threatened, pending or completed action, suit or proceeding by reason of
the  fact that he or she is or was a director, officer, employee or agent of the
Registrant  or is or was serving at the request of the Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or  other  enterprise.  The  Registrant  may advance expenses in connection with
defending  any  such  proceeding,  provided the indemnitee undertakes to pay any
such  amounts  if it is later determined that such person was not entitled to be
indemnified  by  the  Registrant.

ITEM  8.  EXHIBITS

The  Exhibits  required  to  be filed as part of this Registration Statement are
listed  in  the  attached  Index  to  Exhibits.

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 and 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 change in volume and
     price  represents no more than 20% change in the maximum aggregate offering
     price  set  forth  in  the  "Calculation  of Registration Fee" table in the
     effective  registration  statement;

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration  statement;

provided,  however, that paragraphs (a)(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.

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

                                        3
(b)     The  undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act, (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (h)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  may be permitted to directors, officers and controlling persons
of  the  Registrant  pursuant  to  the  foregoing  provisions, or otherwise, the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act and is, therefore, 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 of whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  Safety  Harbor,  Florida,  on  this 25th day of November, 2002.

                                        DTOMI, INC.
                                       (Name of Registrant)

Date:  November 25, 2002                By:      /s/    John "JT" Thatch
                                               --------------------------
                                              John "JT" Thatch: Chief Executive
                                              Officer, President, Treasurer

                                POWER OF ATTORNEY

     Each  person  whose  signature  appears below constitutes and appoints John
"JT"  Thatch  his  or  her attorney-in-fact, with the power of substitution, for
them  in  any  and  all  capacities, to sign any amendments to this registration
statement,  and  to  file the same, with exhibits thereto and other documents in
connection  therewith,  with  the  Securities  and  Exchange  Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes,  may  do  or  cause  to  be  done  by  virtue  hereof.

     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  registration  statement  has  been  signed by the following persons in the
capacities  and  on  the  date  indicated.
SIGNATURE                            TITLE                                          DATE
---------                            -----                                         -----
/s/    John "JT" Thatch
---------------------------     Chief Executive Officer, President, Treasurer     11/25/02
       John "JT" Thatch

/s/    David M. Otto
------------------------        Chairman of the Board, Secretary                  11/25/02
       David M. Otto

/s/    Parnell Clitus
-------------------------       Director                                          11/25/02
       Parnell Clitus

                                        4
INDEX TO EXHIBITS
                                  -----------------
 Number          Description                                                 Page
 ------          -----------                                                 ----

4         Consulting Agreement with Jaime Gomez                                6
5         Opinion of The Otto Law Group PLLC                                   9
23.1      Consent of The Otto Law Group, PLLC (contained in exhibit 5)
23.2      Consent of Salberg & Co, P.A.                                        10

(1)     Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
        Report on Form 10-QSB, filed on December 18, 2001.
5