<PAGE>




        As filed with the Securities and Exchange Commission on November 3, 2000

                                                      Registration No. 333-73325

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                                  eWeb21 Corp.

              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)
             Delaware                                     11-1717709
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

                      21st Floor, Technomart 546-4
                         Kui-dong, Kwangjin-gu,
                             Seoul,  Korea                      #143-721
            --------------------------------------------       ---------
              (Address of principal executive offices)         (Zip code)

                         D-Lanz Development Group, Inc.
                          ----------------------------
                                  (Former Name)

                           2000 Equity Incentive Plan
                   ------------------------------------------
                              (Full title of plan)

                                  Sea-Hyong Oh

                                    President

                          21st Floor, Technomart 546-4
                             Kui-dong, Kwangjin-gu,
                              Seoul #143-721 Korea
                                 +82 2 2204 3619
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                              Sheila Corvino, Esq.
                              811 Dorset West Road
                              Dorset, Vermont 05251
                              Phone: (802) 867-0112
                               Fax: (802) 867-2468

<PAGE>


<PAGE>



                         CALCULATION OF REGISTRATION FEE

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

                                                   Proposed
                                    Proposed       Maximum

Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per share(2)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares(2)       2,000,000      N/A        $14,000,000      $  3,696

                                                                   ---------
                                       Total registration fee    $   3,696

(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  These shares of common stock are offered under the Registrant's Fiscal 2000
     Bonus Plan.  Pursuant to Rule  457(h)(1),  the filing fee for the 1,600,000
     Shares of Common  Stock  subject  to  options  that  have been  granted  is
     calculated  based upon the weighted average of the various strike prices of
     such shares, which is $5.00. Pursuant to Rule 457(h)(1), the filing fee for
     the 400,000  shares of common  stock  subject to options  that have not yet
     been  granted is  calculated  based  upon the  average of the bid and asked
     prices per  Common  Share on  October  31,  2000,  as  reported  on the OTC
     Bulletin Board, which was $15.00 per share.

<PAGE>


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by eWeb21 Corp. (the  "Registrant") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

(1)  The  Registrant's  Annual Report on Form 10-KSB for the year ended December
     31, 1999;

(2)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     September 30, 2000;

(3)  The  Registrant's  current  report on Form 8-K filed with the Commission on
     May 23,  2000,  2000 and the first  amendment  to Form 8-K  filed  with the
     Commission on November 2, 2000 ; and

(4)  The  Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
     Commission  on November  1, 2000,  registering  the Shares of Common  Stock
     under Section 12(g) of the  Securities  Exchange Act of 1934 (the "Exchange
     Act").

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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 filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


<PAGE>



Item 6.  Indemnification of Directors and Officers.

     The Delaware General  Corporation Law provides for the  indemnification  of
the  officers,  directors  and  corporate  employees  and agents  under  certain
circumstances as follows:

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.

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

(b)  A  corporation  may  indemnify  any  person  who  was or is a  party  or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  director,  officer,
     employee or agent of the  corporation,  or is or was serving at the request
     of the  corporation  as a director,  officer,  employee or agent of another
     corporation,  partnership, joint venture, trust or other enterprise against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     him in connection  with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he  reasonably  believed to be in or
     not opposed to the best  interests  of the  corporation  and except that no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to  which  such  person  shall  have  been  adjudged  to be  liable  to the
     corporation unless and only to the extent that the Court of Chancery or the
     court  in which  such  action  or suit was  brought  shall  determine  upon
     application that,  despite the adjudication of liability but in view of all
     the circumstance of the case, such person is fairly and reasonably entitled
     to indemnity  for such  expenses  which the Court of Chancery or such court
     shall deem proper.

(c)  To the extent that a director,  officer, employee or agent of a corporation
     has been  successful  on the merits or  otherwise in defense of any action,
     suit or proceeding  referred to in subsections (a) and (b) of this section,
     or in  defense  of  any  claim,  issue  or  matter  therein,  he  shall  be
     indemnified  against  expenses  (including  attorney's  fees)  actually and
     reasonably incurred by him in connection therewith.


<PAGE>



(d)  Any  indemnification  under subsections (a) and (b) of this section (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director, officer, employee or agent is proper in the circumstances because
     he has met the applicable  standard of conduct set forth in subsections (a)
     and (b) of this section.  Such determination shall be made (1) by the board
     of directors by a majority  vote of a quorum  consisting  of directors  who
     were not  parties  to such  action,  suit or  proceeding,  or (2) if such a
     quorum is not obtainable,  or, even if obtainable a quorum of disinterested
     directors so directs, by independent legal counsel in a written opinion, or
     (3) by the stockholders.

(e)  Expenses  incurred  by an  officer  or  director  in  defending  any civil,
     criminal, administrative or investigative action, suit or proceeding may be
     paid by the corporation in advance of the final disposition of such action,
     suit or proceeding  upon receipt of an  undertaking by or on behalf of such
     director to repay such amount if it shall  ultimately be determined that he
     is not entitled to be indemnified by the  corporation as authorized in this
     section.   Such  expenses  including  attorneys'  fees  incurred  by  other
     employees and agents may be so paid upon such terms and conditions, if any,
     as the board of directors deems appropriate.

(f)  The  indemnification  and  advancement  expenses  provided  by, or  granted
     pursuant  to, the other  subsections  of this  section  shall not be deemed
     exclusive of any other  rights to which those  seeking  indemnification  or
     advancement  expenses may be entitled under any bylaw,  agreement,  vote of
     stockholders or disinterested directors or otherwise,  both as to action in
     his official  capacity and as to action in another  capacity  while holding
     such office.

(g)  A corporation shall have power to purchase and maintain insurance on behalf
     of any person who is or was a director,  officer,  employee or agent of the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  officer, employee or agent of another corporation,  partnership,
     joint venture,  trust or other  enterprise  against any liability  asserted
     against him and incurred by him in any such  capacity or arising out of his
     status as such,  whether  or not the  corporation  would  have the power to
     indemnify him against such liability under this section.

(h)  For  purposes  of  this  Section,  references  to "the  corporation"  shall
     include,  in  addition  to  the  resulting  corporation,   any  constituent
     corporation  (including any  constituent  of a  constituent)  absorbed in a
     consolidation  or merger which,  if its separate  existence had  continued,
     would have had power and authority to indemnify its directors, officers and
     employees  or agents so that any person who is or was a director,  officer,
     employee or agent of such constituent corporation,  or is or was serving at
     the  request  of  such  constituent  corporation  as a  director,  officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other  enterprise,  shall stand in the same position  under this section
     with respect to the  resulting or  surviving  corporation  as he would have
     with respect to such constituent  corporation as he would have with respect
     to such constituent corporation if its separate existence had continued.


<PAGE>



(i)  For  purposes of this  section,  references  to "other  enterprises"  shall
     include  employee  benefit  plans;  references to "fines" shall include any
     excise taxes assessed on a person with respect to an employee benefit plan;
     and references to "serving at the request of the corporation" shall include
     any service as a director,  officer,  employee or agent of the  corporation
     which imposes duties on, or involves  services by, such director,  officer,
     employee,   or  agent  with  respect  to  an  employee  benefit  plan,  its
     participants, or beneficiaries; and a person who acted in good faith and in
     a manner he reasonably  believed to be in the interest of the  participants
     and beneficiaries of an employee benefit plan shall be deemed to have acted
     in a manner  "not  opposed to the best  interests  of the  corporation"  as
     referred to in this section.

(j)  The  indemnification  and  advancement of expenses  provided by, or granted
     pursuant to, this section shall,  unless otherwise provided when authorized
     or  ratified,  continue  as to a person  who has  ceased to be a  director,
     officer,  employee  or agent and shall  inure to the  benefit of the heirs,
     executors, and administrators of such person.

     Articles  Ninth and Tenth of the  Registrant's  certificate  of incorporate
provide as follows:

                                     NINTH:

     The  personal  liability  of the  directors  of the  Corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware  General  Corporation  Law, as the
same may be amended and supplemented.

                                     TENTH:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.


<PAGE>



   Article XII of the Registrant's by-laws provides as follows:

ARTICLE XII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

2.   DERIVATIVE ACTION. The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in the corporation's  favor by reason of the fact that such person
     is  or  was  a  director,  trustee,  officer,  employee  or  agent  of  the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  trustee,  officer,  employee or agent of any other  corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person acted in good faith and
     in a manner such person reasonably  believed to be in or not opposed to the
     best   interests   of  the   corporation;   provided,   however,   that  no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to which  such  person  shall  have been  adjudged  to be liable  for gross
     negligence or willful  misconduct in the  performance of such person's duty
     to the  corporation  unless and only to the extent  that the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  circumstances  of the case,  such person is fairly and  reasonably
     entitled to  indemnity  for such  expenses as such court shall deem proper.
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the corporation.


<PAGE>



3.   SUCCESSFUL  DEFENSE.  To the  extent  that a  director,  trustee,  officer,
     employee or agent of the corporation has been successful,  on the merits or
     otherwise,  in  whole  or in  part,  in  defense  of any  action,  suit  or
     proceeding  referred to in  paragraphs 1 and 2 above,  or in defense of any
     claim,  issue or matter therein,  such person shall be indemnified  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection therewith.

4.   AUTHORIZATION.  Any  indemnification  under paragraph 1 and 2 above (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director,   trustee,   officer,   employee   or  agent  is  proper  in  the
     circumstances  because  such  person  has met the  applicable  standard  of
     conduct set forth in paragraph 1 and 2 above. Such  determination  shall be
     made  (a)  by the  board  of  directors  by a  majority  vote  of a  quorum
     consisting  of  directors  who were not  parties  to such  action,  suit or
     proceeding,  (b) by independent  legal counsel  (selected by one or more of
     the directors, whether or not a quorum and whether or not disinterested) in
     a  written  opinion,  or (c)  by the  stockholders.  Anyone  making  such a
     determination  under this  paragraph 4 may determine  that a person has met
     the  standards  therein set forth as to some claims,  issues or matters but
     not as to  others,  and  may  reasonably  prorate  amounts  to be  paid  as
     indemnification.

5.   ADVANCES.  Expenses incurred in defending civil or criminal actions,  suits
     or proceedings  shall be paid by the corporation,  at any time or from time
     to time in  advance  of the  final  disposition  of  such  action,  suit or
     proceeding as  authorized in the manner  provided in paragraph 4 above upon
     receipt  of an  undertaking  by or on  behalf  of  the  director,  trustee,
     officer,  employee or agent to repay such amount unless it shall ultimately
     be determined by the corporation that the payment of expenses is authorized
     in this Section.

6.   NONEXCLUSIVITY.  The indemnification  provided in this Section shall not be
     deemed  exclusive  of any other  rights to which those  indemnified  may be
     entitled  under  any  law,  by-law,  agreement,  vote  of  stockholders  or
     disinterested  director or  otherwise,  both as to action in such  person's
     official  capacity and as to action in another  capacity while holding such
     office,  and shall continue as to a person who has ceased to be a director,
     trustee,  officer, employee or agent and shall insure to the benefit of the
     heirs, executors, and administrators of such a person.

7.   INSURANCE.  The  Corporation  shall have the power to purchase and maintain
     insurance  on  behalf  of any  person  who is or was a  director,  trustee,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation as a director,  trustee,  officer,  employee or
     agent  of any  corporation,  partnership,  joint  venture,  trust  or other
     enterprise,  against any liability assessed against such person in any such
     capacity or arising out of such person's status as such, whether or not the
     corporation  would have the power to  indemnify  such person  against  such
     liability.


<PAGE>



8.   "CORPORATION"  DEFINED.  For  purpose  of this  action,  references  to the
     "corporation"   shall  include,   in  addition  to  the  corporation,   any
     constituent  corporation  (including  any  constituent  of  a  constituent)
     absorbed in a consolidation or merger which, if its separate  existence had
     continued,  would  have  had the  power  and  authority  to  indemnify  its
     directors,  trustees, officers, employees or agents, so that any person who
     is or was a  director,  trustee,  officer,  employee  or  agent  of such of
     constituent  corporation  will  be  considered  as  if  such  person  was a
     director, trustee, officer, employee or agent of the corporation.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index on Page E-1.

Item 9.  UNDERTAKINGS

     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 whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned hereby undertakes:

(a)     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 this  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 this Registration Statement; and

        (iii)   to include any material  information with respect to the plan of
                distribution  not  previously  disclosed  in  this  Registration
                Statement or any  material  change to such  information  in this
                Registration Statement;


<PAGE>



     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a post  effective  amendment  by these
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are  incorporated  by  reference  in  this  Registration
Statement.

(b)  that,  for the purposes 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;

(c)  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;

(d)  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
     15(d) of the Exchange Act(and, where applicable, each filing of an employee
     benefits  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  herein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

<PAGE>


<PAGE>




                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seoul, Country of Korea, respectively, on November 2,
2000.

                                    eWeb21 Corp.
                                     (Registrant)

                                    By: /s/Paul Robert Lambert
                                        -----------------------
                                        Sea-Hyong Oh,
                                        Chief Executive Officer
                                        Principal Executive Officer

                                    By: /s/Hyo-Syng Choi
                                        -----------------------
                                        Hyo-Syng Choi
                                        Secretary/Treasurer
                                        Principal Financial Officer

/s/Sea-Hyong Oh
----------------------
Sea-Hyong Oh                President and Director              November 2, 2000


/s/Paul Robert Lambert
----------------------
Paul Robert Lambert         Chairman of the Board of            November 2, 2000
                            Directors, Chief Executive Officer

/s/Hyo-Syng Choi
----------------------
Hyo-Syng Choi               Treasurer, Secretary and Director,  November 2, 2000
                             Chief Financial Officer

/s/Dong-Ryul Lee
----------------------
Dong-Ryul Lee               Director                            November 2, 2000

/s/Jae-Eun Pie
----------------------
Jae-Eun Pie                 Director                            November 2, 2000

<PAGE>


<PAGE>



                                INDEX TO EXHIBITS

Exhibit                         Description

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


 3.01   Amended and Restated Amendment to Certificate of Incorporation*

 3.02   Amended By-Laws*

 5.01   Opinion and Consent of Sheila G. Corvino, Esq.

10.01   Fiscal 2000 Bonus Plan

23.01   Consent of Thomas P. Monahan, CPA

23.02   Consent of Sheila G. Corvino, Esq. (contained in Exhibit 5.01)

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

*    Previously  filed as an exhibit to Form 8-A filed  with the  Commission  on
     November 1, 2000 and incorporated herein by reference.
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{"company-data": {"conformed-name": "D LANZ DEVELOPMENT GROUP INC", "cik": "0000075053", "assigned-sic": "6799", "irs-number": "111717709", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49310", "film-number": "753212"}, "business-address": {"street1": "400 GROVE ST", "city": "GLEN ROCK", "state": "NJ", "zip": "07452", "phone": "2014571221"}, "mail-address": {"street1": "400 GROVE STREET", "city": "GLEN ROCK", "state": "NY", "zip": "07452"}, "former-company": {"former-conformed-name": "RESORT CONNECTIONS INC", "date-changed": "19970319"}}
As filed with the Securities and Exchange Commission on November 3, 2000

                                                      Registration No. 333-73325

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                                  eWeb21 Corp.

              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)
             Delaware                                     11-1717709
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

                      21st Floor, Technomart 546-4
                         Kui-dong, Kwangjin-gu,
                             Seoul,  Korea                      #143-721
            --------------------------------------------       ---------
              (Address of principal executive offices)         (Zip code)

                         D-Lanz Development Group, Inc.
                          ----------------------------
                                  (Former Name)

                           2000 Equity Incentive Plan
                   ------------------------------------------
                              (Full title of plan)

                                  Sea-Hyong Oh

                                    President

                          21st Floor, Technomart 546-4
                             Kui-dong, Kwangjin-gu,
                              Seoul #143-721 Korea
                                 +82 2 2204 3619
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                              Sheila Corvino, Esq.
                              811 Dorset West Road
                              Dorset, Vermont 05251
                              Phone: (802) 867-0112
                               Fax: (802) 867-2468
CALCULATION OF REGISTRATION FEE

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

                                                   Proposed
                                    Proposed       Maximum

Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per share(2)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares(2)       2,000,000      N/A        $14,000,000      $  3,696

                                                                   ---------
                                       Total registration fee    $   3,696

(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  These shares of common stock are offered under the Registrant's Fiscal 2000
     Bonus Plan.  Pursuant to Rule  457(h)(1),  the filing fee for the 1,600,000
     Shares of Common  Stock  subject  to  options  that  have been  granted  is
     calculated  based upon the weighted average of the various strike prices of
     such shares, which is $5.00. Pursuant to Rule 457(h)(1), the filing fee for
     the 400,000  shares of common  stock  subject to options  that have not yet
     been  granted is  calculated  based  upon the  average of the bid and asked
     prices per  Common  Share on  October  31,  2000,  as  reported  on the OTC
     Bulletin Board, which was $15.00 per share.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by eWeb21 Corp. (the  "Registrant") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

(1)  The  Registrant's  Annual Report on Form 10-KSB for the year ended December
     31, 1999;

(2)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     September 30, 2000;

(3)  The  Registrant's  current  report on Form 8-K filed with the Commission on
     May 23,  2000,  2000 and the first  amendment  to Form 8-K  filed  with the
     Commission on November 2, 2000 ; and

(4)  The  Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
     Commission  on November  1, 2000,  registering  the Shares of Common  Stock
     under Section 12(g) of the  Securities  Exchange Act of 1934 (the "Exchange
     Act").

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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 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 Directors and Officers.

     The Delaware General  Corporation Law provides for the  indemnification  of
the  officers,  directors  and  corporate  employees  and agents  under  certain
circumstances as follows:

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.

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

(b)  A  corporation  may  indemnify  any  person  who  was or is a  party  or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  director,  officer,
     employee or agent of the  corporation,  or is or was serving at the request
     of the  corporation  as a director,  officer,  employee or agent of another
     corporation,  partnership, joint venture, trust or other enterprise against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     him in connection  with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he  reasonably  believed to be in or
     not opposed to the best  interests  of the  corporation  and except that no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to  which  such  person  shall  have  been  adjudged  to be  liable  to the
     corporation unless and only to the extent that the Court of Chancery or the
     court  in which  such  action  or suit was  brought  shall  determine  upon
     application that,  despite the adjudication of liability but in view of all
     the circumstance of the case, such person is fairly and reasonably entitled
     to indemnity  for such  expenses  which the Court of Chancery or such court
     shall deem proper.

(c)  To the extent that a director,  officer, employee or agent of a corporation
     has been  successful  on the merits or  otherwise in defense of any action,
     suit or proceeding  referred to in subsections (a) and (b) of this section,
     or in  defense  of  any  claim,  issue  or  matter  therein,  he  shall  be
     indemnified  against  expenses  (including  attorney's  fees)  actually and
     reasonably incurred by him in connection therewith.
(d)  Any  indemnification  under subsections (a) and (b) of this section (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director, officer, employee or agent is proper in the circumstances because
     he has met the applicable  standard of conduct set forth in subsections (a)
     and (b) of this section.  Such determination shall be made (1) by the board
     of directors by a majority  vote of a quorum  consisting  of directors  who
     were not  parties  to such  action,  suit or  proceeding,  or (2) if such a
     quorum is not obtainable,  or, even if obtainable a quorum of disinterested
     directors so directs, by independent legal counsel in a written opinion, or
     (3) by the stockholders.

(e)  Expenses  incurred  by an  officer  or  director  in  defending  any civil,
     criminal, administrative or investigative action, suit or proceeding may be
     paid by the corporation in advance of the final disposition of such action,
     suit or proceeding  upon receipt of an  undertaking by or on behalf of such
     director to repay such amount if it shall  ultimately be determined that he
     is not entitled to be indemnified by the  corporation as authorized in this
     section.   Such  expenses  including  attorneys'  fees  incurred  by  other
     employees and agents may be so paid upon such terms and conditions, if any,
     as the board of directors deems appropriate.

(f)  The  indemnification  and  advancement  expenses  provided  by, or  granted
     pursuant  to, the other  subsections  of this  section  shall not be deemed
     exclusive of any other  rights to which those  seeking  indemnification  or
     advancement  expenses may be entitled under any bylaw,  agreement,  vote of
     stockholders or disinterested directors or otherwise,  both as to action in
     his official  capacity and as to action in another  capacity  while holding
     such office.

(g)  A corporation shall have power to purchase and maintain insurance on behalf
     of any person who is or was a director,  officer,  employee or agent of the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  officer, employee or agent of another corporation,  partnership,
     joint venture,  trust or other  enterprise  against any liability  asserted
     against him and incurred by him in any such  capacity or arising out of his
     status as such,  whether  or not the  corporation  would  have the power to
     indemnify him against such liability under this section.

(h)  For  purposes  of  this  Section,  references  to "the  corporation"  shall
     include,  in  addition  to  the  resulting  corporation,   any  constituent
     corporation  (including any  constituent  of a  constituent)  absorbed in a
     consolidation  or merger which,  if its separate  existence had  continued,
     would have had power and authority to indemnify its directors, officers and
     employees  or agents so that any person who is or was a director,  officer,
     employee or agent of such constituent corporation,  or is or was serving at
     the  request  of  such  constituent  corporation  as a  director,  officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other  enterprise,  shall stand in the same position  under this section
     with respect to the  resulting or  surviving  corporation  as he would have
     with respect to such constituent  corporation as he would have with respect
     to such constituent corporation if its separate existence had continued.
(i)  For  purposes of this  section,  references  to "other  enterprises"  shall
     include  employee  benefit  plans;  references to "fines" shall include any
     excise taxes assessed on a person with respect to an employee benefit plan;
     and references to "serving at the request of the corporation" shall include
     any service as a director,  officer,  employee or agent of the  corporation
     which imposes duties on, or involves  services by, such director,  officer,
     employee,   or  agent  with  respect  to  an  employee  benefit  plan,  its
     participants, or beneficiaries; and a person who acted in good faith and in
     a manner he reasonably  believed to be in the interest of the  participants
     and beneficiaries of an employee benefit plan shall be deemed to have acted
     in a manner  "not  opposed to the best  interests  of the  corporation"  as
     referred to in this section.

(j)  The  indemnification  and  advancement of expenses  provided by, or granted
     pursuant to, this section shall,  unless otherwise provided when authorized
     or  ratified,  continue  as to a person  who has  ceased to be a  director,
     officer,  employee  or agent and shall  inure to the  benefit of the heirs,
     executors, and administrators of such person.

     Articles  Ninth and Tenth of the  Registrant's  certificate  of incorporate
provide as follows:

                                     NINTH:

     The  personal  liability  of the  directors  of the  Corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware  General  Corporation  Law, as the
same may be amended and supplemented.

                                     TENTH:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.
Article XII of the Registrant's by-laws provides as follows:

ARTICLE XII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

2.   DERIVATIVE ACTION. The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in the corporation's  favor by reason of the fact that such person
     is  or  was  a  director,  trustee,  officer,  employee  or  agent  of  the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  trustee,  officer,  employee or agent of any other  corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person acted in good faith and
     in a manner such person reasonably  believed to be in or not opposed to the
     best   interests   of  the   corporation;   provided,   however,   that  no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to which  such  person  shall  have been  adjudged  to be liable  for gross
     negligence or willful  misconduct in the  performance of such person's duty
     to the  corporation  unless and only to the extent  that the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  circumstances  of the case,  such person is fairly and  reasonably
     entitled to  indemnity  for such  expenses as such court shall deem proper.
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the corporation.
3.   SUCCESSFUL  DEFENSE.  To the  extent  that a  director,  trustee,  officer,
     employee or agent of the corporation has been successful,  on the merits or
     otherwise,  in  whole  or in  part,  in  defense  of any  action,  suit  or
     proceeding  referred to in  paragraphs 1 and 2 above,  or in defense of any
     claim,  issue or matter therein,  such person shall be indemnified  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection therewith.

4.   AUTHORIZATION.  Any  indemnification  under paragraph 1 and 2 above (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director,   trustee,   officer,   employee   or  agent  is  proper  in  the
     circumstances  because  such  person  has met the  applicable  standard  of
     conduct set forth in paragraph 1 and 2 above. Such  determination  shall be
     made  (a)  by the  board  of  directors  by a  majority  vote  of a  quorum
     consisting  of  directors  who were not  parties  to such  action,  suit or
     proceeding,  (b) by independent  legal counsel  (selected by one or more of
     the directors, whether or not a quorum and whether or not disinterested) in
     a  written  opinion,  or (c)  by the  stockholders.  Anyone  making  such a
     determination  under this  paragraph 4 may determine  that a person has met
     the  standards  therein set forth as to some claims,  issues or matters but
     not as to  others,  and  may  reasonably  prorate  amounts  to be  paid  as
     indemnification.

5.   ADVANCES.  Expenses incurred in defending civil or criminal actions,  suits
     or proceedings  shall be paid by the corporation,  at any time or from time
     to time in  advance  of the  final  disposition  of  such  action,  suit or
     proceeding as  authorized in the manner  provided in paragraph 4 above upon
     receipt  of an  undertaking  by or on  behalf  of  the  director,  trustee,
     officer,  employee or agent to repay such amount unless it shall ultimately
     be determined by the corporation that the payment of expenses is authorized
     in this Section.

6.   NONEXCLUSIVITY.  The indemnification  provided in this Section shall not be
     deemed  exclusive  of any other  rights to which those  indemnified  may be
     entitled  under  any  law,  by-law,  agreement,  vote  of  stockholders  or
     disinterested  director or  otherwise,  both as to action in such  person's
     official  capacity and as to action in another  capacity while holding such
     office,  and shall continue as to a person who has ceased to be a director,
     trustee,  officer, employee or agent and shall insure to the benefit of the
     heirs, executors, and administrators of such a person.

7.   INSURANCE.  The  Corporation  shall have the power to purchase and maintain
     insurance  on  behalf  of any  person  who is or was a  director,  trustee,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation as a director,  trustee,  officer,  employee or
     agent  of any  corporation,  partnership,  joint  venture,  trust  or other
     enterprise,  against any liability assessed against such person in any such
     capacity or arising out of such person's status as such, whether or not the
     corporation  would have the power to  indemnify  such person  against  such
     liability.
8.   "CORPORATION"  DEFINED.  For  purpose  of this  action,  references  to the
     "corporation"   shall  include,   in  addition  to  the  corporation,   any
     constituent  corporation  (including  any  constituent  of  a  constituent)
     absorbed in a consolidation or merger which, if its separate  existence had
     continued,  would  have  had the  power  and  authority  to  indemnify  its
     directors,  trustees, officers, employees or agents, so that any person who
     is or was a  director,  trustee,  officer,  employee  or  agent  of such of
     constituent  corporation  will  be  considered  as  if  such  person  was a
     director, trustee, officer, employee or agent of the corporation.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index on Page E-1.

Item 9.  UNDERTAKINGS

     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 whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned hereby undertakes:

(a)     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 this  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 this Registration Statement; and

        (iii)   to include any material  information with respect to the plan of
                distribution  not  previously  disclosed  in  this  Registration
                Statement or any  material  change to such  information  in this
                Registration Statement;
Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a post  effective  amendment  by these
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are  incorporated  by  reference  in  this  Registration
Statement.

(b)  that,  for the purposes 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;

(c)  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;

(d)  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
     15(d) of the Exchange Act(and, where applicable, each filing of an employee
     benefits  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  herein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seoul, Country of Korea, respectively, on November 2,
2000.

                                    eWeb21 Corp.
                                     (Registrant)

                                    By: /s/Paul Robert Lambert
                                        -----------------------
                                        Sea-Hyong Oh,
                                        Chief Executive Officer
                                        Principal Executive Officer

                                    By: /s/Hyo-Syng Choi
                                        -----------------------
                                        Hyo-Syng Choi
                                        Secretary/Treasurer
                                        Principal Financial Officer

/s/Sea-Hyong Oh
----------------------
Sea-Hyong Oh                President and Director              November 2, 2000

/s/Paul Robert Lambert
----------------------
Paul Robert Lambert         Chairman of the Board of            November 2, 2000
                            Directors, Chief Executive Officer

/s/Hyo-Syng Choi
----------------------
Hyo-Syng Choi               Treasurer, Secretary and Director,  November 2, 2000
                             Chief Financial Officer

/s/Dong-Ryul Lee
----------------------
Dong-Ryul Lee               Director                            November 2, 2000

/s/Jae-Eun Pie
----------------------
Jae-Eun Pie                 Director                            November 2, 2000
INDEX TO EXHIBITS

Exhibit                         Description

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

 3.01   Amended and Restated Amendment to Certificate of Incorporation*

 3.02   Amended By-Laws*

 5.01   Opinion and Consent of Sheila G. Corvino, Esq.

10.01   Fiscal 2000 Bonus Plan

23.01   Consent of Thomas P. Monahan, CPA

23.02   Consent of Sheila G. Corvino, Esq. (contained in Exhibit 5.01)

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*    Previously  filed as an exhibit to Form 8-A filed  with the  Commission  on
     November 1, 2000 and incorporated herein by reference.