<html>

<head>

<title>VillageEDOCS S-8 dated January 29, 2003</title>

</head>

<body>

<div>

<p align="left">Filed with the Securities and Exchange Commission on January
29, 2003</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Registration No.&nbsp; ___________</p>

<p><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>

<p align=center><b>&nbsp;</b></p>

<p align=center style="margin-bottom: -1"><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>Washington, D.C. 20549</b></p>

<p align=center style="margin-top: -1">___________________________________</p>

<p align=center>&nbsp;</p>

<p align=center><b>&nbsp;</b></p>

<p align=center style="margin-top: -1"><b>FORM S-8 REGISTRATION STATEMENT</b></p>

<p align=center style="margin-top: -1"><b>UNDER THE SECURITIES ACT OF 1933</b></p>

<p align=center><b>&nbsp;</b></p>

<p align=center><b>&nbsp;</b></p>

<p align=center><b>__________________________________</b></p>

<p align=center><b>&nbsp;</b></p>

<p align=center><b><font size="4">VILLAGEEDOCS</font></b></p>

<p align=center>(Exact name of registrant as specified in its charter)</p>

<div align="left">

<table border=0 cellspacing=0 cellpadding=0 width=776 style="border-collapse: collapse" bordercolor="#111111">
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center>&nbsp;</p>
  </td>
  <td width=308 valign=top>
  <p align=center>&nbsp;</p>
  </td>
  <td width=268 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center>&nbsp;</p>
  </td>
  <td width=308 valign=top>
  <p align=center><b>14471 Chambers Road, Ste. 105</b></p>
  </td>
  <td width=268 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center><b>State of California</b></p>
  </td>
  <td width=308 valign=top>
  <p align=center><b>Tustin, CA&nbsp; 92780</b></p>
  </td>
  <td width=268 valign=top>
  <p align=center><b>33-0668917</b></p>
  </td>
 </tr>
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center><b>---------------------------------</b></p>
  </td>
  <td width=308 valign=top>
  <p align=center><b>--------------------------------------</b></p>
  </td>
  <td width=268 valign=top>
  <p align=center><b>----------------------------------------</b></p>
  </td>
 </tr>
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center>(State or OtherJurisdiction of&nbsp;&nbsp; </p>
  </td>
  <td width=308 valign=top>
  <p align=center>(Address, including zip
  code<b>&nbsp;&nbsp;&nbsp;&nbsp; </b></p>
  </td>
  <td width=268 valign=top>
  <p align=center>(I.R.S. Employer Identification </p>
  </td>
 </tr>
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center>Incorporation or
  Organization)</p>
  </td>
  <td width=308 valign=top>
  <p align=center>of principal executive
  office)</p>
  </td>
  <td width=268 valign=top>
  <p align=center>No.)</p>
  </td>
 </tr>
 <tr>
  <td width=157 valign=top>
  &nbsp;</td>
  <td width=278 valign=top>
  <p align=center>&nbsp;</p>
  </td>
  <td width=308 valign=top>
  <p align=center>&nbsp;</p>
  </td>
  <td width=268 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
</table>

</div>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b></p>

<p align=center style="margin-top: -1"><b>VillageEDOCS 2002 Equity Incentive Plan</b><p align=center style="margin-top: -1">&nbsp;<b>VillageEDOCS 1997 Stock Option Plan</b>

<b>Stock Options for Employees</b>

<p align=center style="margin-top: -1"><b>Compensation Agreements for Various Consultants and Advisors</b>

<p align=center>(Full title of the plan)</p>

<p align=center>&nbsp;</p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>Michael T. Cronin, Esquire</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>Johnson, Blakely, Pope, Bokor, Ruppel &amp; Burns, P.A.</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>911 Chestnut Street</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>Post Office Box 1368</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>Clearwater, Florida&nbsp; 34617</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>(813) 461-1818</b></p>

<p align=center style="margin-bottom: -1">(Name, address, and
telephone number</p>

<p align=center style="margin-top: -1; margin-bottom: -1">of agent for service)</p>

<p align=center>&nbsp;</p>

<p align=center>&nbsp;</p>

<p align=center>1 of 23 Pages</p>

<p align=center><a href="#EXHIBIT INDEX">Exhibit Index on Page 23</a></p><br clear=all>


<p align=center><b><u>CALCULATION OF REGISTRATION FEE</u></b></p>

<p align=center>&nbsp;</p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=145 valign=top>

  </td>
  <td width=126 valign=top>

  </td>
  <td width=162 valign=top>

  </td>
  <td width=156 valign=top>

  </td>
  <td width=102 valign=top>

  </td>
 </tr>
 <tr>
  <td width=145 valign=top>
  <p>Title of&nbsp; </p>
  </td>
  <td width=126 valign=top>
  <p>Amount</p>
  </td>
  <td width=162 valign=top>
  <p>Proposed Maximum</p>
  </td>
  <td width=156 valign=top>
  <p>Proposed Maximum</p>
  </td>
  <td width=102 valign=top>
  <p>Amount of</p>
  </td>
 </tr>
 <tr>
  <td width=145 valign=top>
  <p>Securities to</p>
  </td>
  <td width=126 valign=top>
  <p>To Be</p>
  </td>
  <td width=162 valign=top>
  <p>Offering Price</p>
  </td>
  <td width=156 valign=top>
  <p>Aggregate Offering</p>
  </td>
  <td width=102 valign=top>
  <p>Registration</p>
  </td>
 </tr>
 <tr>
  <td width=145 valign=top>
  <p>Be Registered (3)</p>
  </td>
  <td width=126 valign=top>
  <p>Registered</p>
  </td>
  <td width=162 valign=top>
  <p>Per Share (1)</p>
  </td>
  <td width=156 valign=top>
  <p>Price (1)</p>
  </td>
  <td width=102 valign=top>
  <p>Fee</p>
  </td>
 </tr>
 <tr>
  <td width=145 valign=top>

  </td>
  <td width=126 valign=top>

  </td>
  <td width=162 valign=top>

  </td>
  <td width=156 valign=top>

  </td>
  <td width=102 valign=top>

  </td>
 </tr>
 <tr>
  <td width=145 valign=top>

  </td>
  <td width=126 valign=top>

  </td>
  <td width=162 valign=top>

  </td>
  <td width=156 valign=top>

  </td>
  <td width=102 valign=top>

  </td>
 </tr>
 <tr>
  <td width=145 valign=top>
  ----------------------</td>
  <td width=126 valign=top>
  --------------------</td>
  <td width=162 valign=top>
  ----------------------</td>
  <td width=156 valign=top>
  ----------------------</td>
  <td width=102 valign=top>
  ---------------</td>
 </tr>
 <tr>
  <td width=145 valign=top>
  <p>Common Stock, no</p>
  </td>
  <td width=126 valign=top>
  <p>15,830,958 (2)</p>
  </td>
  <td width=162 valign=top>
  <p>$0.17 - $2.50</p>
  </td>
  <td width=156 valign=top>
  <p>$ 5,809,983</p>
  </td>
  <td width=102 valign=top>
  <p>$&nbsp; 534.52</p>
  </td>
 </tr>
 <tr>
  <td width=145 valign=top>
  <p>par value</p>
  </td>
  <td width=126 valign=top>
  <p>shares (4)</p>
  </td>
  <td width=162 valign=top>

  </td>
  <td width=156 valign=top>

  </td>
  <td width=102 valign=top>

  </td>
 </tr>
 <tr>
  <td width=145 valign=top>


  </td>
  <td width=126 valign=top>

  </td>
  <td width=162 valign=top>

  </td>
  <td width=156 valign=top>

  </td>
  <td width=102 valign=top>

  </td>
 </tr>
</table>

<p>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to Rules 457(c) and 457(h) under the Securities Act
of 1933, as amended (the &quot;Securities Act&quot;), the offering price per
share and the aggregate offering price are derived from the actual exercise
price for shares subject to outstanding stock options and the closing price of
the Registrant's Common Stock on January 28, 2003 as reported by the Over The
Counter Bulletin Board for the shares not yet subject to currently outstanding
options.&nbsp; The offering price per share
and the aggregate offering price are calculated as follows: </p>



<p>a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3,014,446
shares of Common Stock issuable pursuant to outstanding options under the 1997
Stock Option Plan having exercise prices between $0.20 and $2.50 per share,
resulting in an aggregate offering price of $3,131,644; and</p>



<p>b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
402,837
shares of Common Stock issuable pursuant to outstanding options issued outside
of the 1997 Stock Option Plan having exercise prices between $0.25 and $1.00
per share, resulting in an aggregate offering price of $201,420; and</p>



<p>c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
11,634,584
shares authorized under the 2002 Equity Plan, of which (i) 7,700,754 shares are
issuable pursuant to outstanding options having exercise prices between $0.17
and $0.21 per share, resulting in an aggregate offering price of $1,440,076,
and (ii) 3,933,830 shares are not yet subject to currently outstanding options,
the registration fee for which has been calculated using $0.22, the closing
price of the Registrant's Common Stock on January 28, 2003 as reported by the
Over The Counter Bulletin Board, resulting an aggregate offering price of
$865,443; and</p>



<p>d.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
670,000
shares of common stock&nbsp; issuable
pursuant to consulting agreements, resulting in an aggregate offering price of
$147,400; and 109,091 shares of common stock issuable pursuant to a debt
settlement agreement with a consultant, resulting in an aggregate offering
price of $24,000.</p>



<p>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Represents (i) 11,634,584 shares underlying the Registrant's
2002 Equity Incentive Plan, (ii) 3,014,446 shares underlying the Registrant's
1997 Stock Option Plan, (iii) 402,837 shares underlying options issued to
employees outside of the Registrant's plans, (iv) 670,000 shares issuable
pursuant to consulting services agreements, and (v) 109,091 shares issuable pursuant
to a debt settlement agreement with a consultant.</p>



<p>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Registration Statement will become effective immediately upon filing with the
Securities and Exchange Commission.&nbsp; </p>



<p>(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Plus such additional number of shares as may be required
pursuant to the Plans in the event of a stock split, recapitalization or other
similar event.</p>

<p><b>&nbsp;</b></p>

<p>Approximate date of proposed
sales pursuant to the plan: </p>

<p>As soon as practicable after
this Registration Statement becomes effective.<br clear=all></p>

<p><b>&nbsp;</b></p>

<p align=center><b>EXPLANATORY NOTE</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Registration Statement has been prepared in
accordance with the requirements of Form S-8 under the Securities Act, to
register shares of our common stock, no par value, including shares issuable
pursuant to stock options. Under cover of this Form S-8 is our reoffer prospectus
prepared in accordance with Part I of Form S-3 under the Securities Act. Our
reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in
accordance with the requirements of Part I of Form S-3, and may be used for
reofferings and resales on a continuous or delayed basis in the future of
&quot;restricted securities&quot; which may be issued, pursuant to stock
options. <br><br></p>

<p align=center><b>PART I<br><br></b></p>

<p><b>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</b></p>

<p><br>
<b>ITEM 1.&nbsp; PLAN INFORMATION</b><br>
<br>
We will send or give the documents containing the information specified in Part
1 of Form S-8 to employees as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file
these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
Securities Act. <br>
<br>
<br>
<b>ITEM 2.&nbsp; REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION<br>
</b><br>
VillageEDOCS, a California corporation, will furnish without charge to each
person to whom the reoffer prospectus is delivered, upon the oral or written
request of such person, a copy of any and all of the documents incorporated by
reference (other than exhibits to such documents). Requests should be directed
to the attention of Michael Richard at VillageEDOCS, 14471 Chambers Road, Suite
105, Tustin, California, 92780, telephone number (714) 734-1030.</p><br
clear=all>


<p align=center style="margin-top: -1; margin-bottom: -1"><b>REOFFER PROSPECTUS<br>
<br>
<br>
<br>
4,418,680 SHARES OF COMMON STOCK<br>
<br>
<br>
VillageEDOCS</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>14471 Chambers Road, Suite
105</b></p>

<p align=center style="margin-top: -1; margin-bottom: -1"><b>Tustin, CA&nbsp; 92780<br>
(714) 734-1030<br></b></p>

<p>This reoffer
prospectus relates to 4,418,680 shares of the common stock of VillageEDOCS
which may be offered and resold from time to time by the selling stockholders
identified in this prospectus for their own accounts. It is anticipated that
the selling stockholders will offer shares for sale at prevailing prices on the
OTC Bulletin Board on the date of sale. We will receive no part of the proceeds
from sales made under this reoffer prospectus. The selling stockholders will
bear all sales commissions and similar expenses. Any other expenses incurred by
us in connection with the registration and offering and not borne by the
selling stockholders will be borne by us. <br>
<br>
The selling stockholders and any brokers executing selling orders on behalf of
them may be deemed to be &quot;underwriters&quot; within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act. <br>
<br>
Our common stock is traded on the OTC Bulletin Board under the symbol
&quot;VEDO.&quot; On January 28, 2003, the last reported price of our common
stock on such market was $0.22 per share. <br>
<br>
This investment involves a high degree of risk. Please see &quot;Risk
Factors&quot; beginning on page 3.<br>
<br>
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
whether this reoffer prospectus is truthful or complete. Any representation to
the contrary is a criminal offense. <br><br>
<br>
<br>
<br>
<br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The date of this reoffer
prospectus is January 29, 2003.</p><br
clear=all>


<p align=center><b>TABLE OF CONTENTS<br>&nbsp;</b></p>

<table border=0 cellspacing=0 cellpadding=0 width="766">
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=top>

  </td>
  <td width=137 valign=top>
  <p align=center>PAGE</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#SUMMARY">SUMMARY</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>6</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#RISK FACTORS">RISK
  FACTORS </a> </p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>6</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#USE OF PROCEEDS">USE
  OF PROCEEDS</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>13</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#SELLING STOCKHOLDERS">SELLING
  STOCKHOLDERS</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>13</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#PLAN OF DISTRIBUTION">PLAN
  OF DISTRIBUTION</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>13</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#LEGAL MATTERS">LEGAL
  MATTERS</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>15</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#EXPERTS">EXPERTS</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>15</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#INDEMNIFICATION OF DIRECTORS AND OFFICERS">INDEMNIFICATION
  OF DIRECTORS AND OFFICERS</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>15</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#INCORPORATION OF CERTAIN INFORMATION BY REFERENCE">INCORPORATION
  OF CERTAIN DOCUMENTS BY REFERENCE</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>16</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>

  </td>
  <td width=137 valign=bottom>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=bottom>
  <p><a href="#WHERE YOU CAN FIND ADDITIONAL INFORMATION">WHERE
  YOU CAN FIND ADDITIONAL INFORMATION ABOUT US</a></p>
  </td>
  <td width=137 valign=bottom>
  <p align=center>16</p>
  </td>
 </tr>
 <tr>
  <td width=91 valign=top>

  </td>
  <td width=538 valign=top>

  </td>
  <td width=137 valign=top>

  </td>
 </tr>
</table>

<p><br>
You should only rely on the information incorporated by reference or provided
in this reoffer prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this reoffer prospectus or any supplement is accurate
as of any date other than the date on the front of this reoffer prospectus. <br>
<br><br></p><br clear=all>




<p align=center>&nbsp;</p>

<p align="center"><b><a name="SUMMARY">SUMMARY</a></p></b>



<p>VillageEDOCS (the
&quot;Company&quot; or &quot;We&quot;) is incorporated in the State of
California. The Company was originally incorporated in 1995 in Delaware as
SoftTek, Inc. In August 1997, we changed our name to SoftTek Technologies Inc.
and reincorporated in California. In 1999 we changed our name to
VillageFax.com, Inc., and then, as of July 11, 2000, to VillageEDOCS. Until
late 1998, the Company provided product marketing services and fax server
products.&nbsp; However, we no longer provide
these services or products. We now provide worldwide, Internet-based, business-to-business
fax services. Our Internet-based fax service enables a user to send a fax to an
individual or to a broadcast list of thousands through their familiar web
browser (i.e. Microsoft Explorer, Netscape Navigator, etc.), e-mail package
(i.e. Microsoft Exchange, Netscape Mail, Eudora, etc.), Microsoft Windows-based
application, Enterprise Resource Planning or Customer Relationship Management
system, or proprietary Corporate Information System.</p>



<p align="center"><b><a name="RISK FACTORS">RISK FACTORS</a></p></b>



<p>The risks and uncertainties
described below are not the only ones we face. Additional risks and
uncertainties not presently known to us may also adversely impact our business
operations. If any of the following risks actually occur, our business,
financial condition, or operating results could be negatively affected. </p>



<p><u>Unless we can obtain additional financing we will
run out of cash by February 15, 2003. </u></p>

<p>Since our inception, our
operating and investing activities have used substantially more cash than they
have generated. Because we will continue to need working capital to fund the
growth of our business, we expect to continue to experience negative operating
and investing cash flows for an undetermined number of months during 2003. We
currently anticipate that our available cash resources will be insufficient to
meet our anticipated working capital and capital expenditure requirements
through February 15, 2003.&nbsp; Accordingly,
we believe we will require up to approximately $3 million in additional financing to support our operations and to
fund a substantially increased sales and marketing effort until we become
profitable.</p>



<p>Between November 2000 and at
least January 2003, our operating shortfalls have been, and are expected to be,
funded by one shareholder, an affiliate, who has loaned us $2,856,245 through
January 22, 2003 for that purpose. Assuming that this shareholder continues to
fund our operations, we will be able to sustain operations at current levels.
On May 9, 2002, we modified the terms of the convertible promissory notes held
by this shareholder to induce this shareholder to provide additional loans and
to extend the due dates of existing loans, which resulted in this shareholder
obtaining rights, preferences and privileges senior to those of other creditors
and our stockholders.&nbsp;&nbsp;&nbsp; On May 15,
2002, this shareholder exercised his conversion rights with respect to
$2,039,245 in convertible promissory notes payable by the Company in
consideration for 15,686,502 shares of the restricted common stock of the
Company.&nbsp; This shareholder has no obligation
to continue to fund our operating shortfalls and could stop doing so at any
time.&nbsp; We may be required to provide
similar terms to other existing and potential new investors which could further
result in such investors obtaining rights, preferences or privileges senior to
those of other creditors and our stockholders.</p>



<p>This estimate is a
forward-looking statement that involves risks and uncertainties. The actual
time period may differ materially from that indicated as a result of a number
of factors so that we cannot assure you that our cash resources will be
sufficient for anticipated or unanticipated working capital and capital
expenditure requirements for this period. We have stated that we will need to
raise additional capital in the future to meet our operating and investing cash
requirements. Such
sources of financing could include capital infusions, additional equity
financing, or debt offerings. There can be no assurance that additional funding
will be available on acceptable terms, if at all, or that such funds, if
raised, would enable the Company to achieve and maintain profitable operations.
If we are not able to obtain sufficient additional funds from investors, we may
be unable to sustain our operations.&nbsp; If we raise additional funds through the issuance of
securities, these securities may have rights, preferences or privileges senior
to those of our common stock, and our stockholders may experience additional
dilution to their equity ownership. </p>



<p>While we strongly believe
that sustainable profitability is achievable and we intend to continue our
strategy of increasing sales to more profitable clients while attempting to
reduce variable costs of sales and overhead, we have a history of losses, have
never been profitable, and may never achieve profitability.&nbsp; Should we achieve profitability in any
period, we cannot be certain that we will sustain or increase such
profitability on a quarterly or annual basis. </p>



<p>From inception through
September 30, 2002, we generated net sales of only approximately $3,303,000 and
we incurred total expenses of approximately $11,680,000 during that same
period. We have incurred net losses each year since our inception. As of
September 30, 2002, we had an accumulated deficit of $9,422,242.&nbsp; To date, we have funded our capital requirements and
our business operations primarily with funds provided from the sale of common
stock and from shareholder borrowings, supplemented by revenues from sales of
our services. From inception to September 30, 2002, the Company has received
approximately <b>$</b>5,173,000 from the sale of common stock and convertible
notes subsequently converted into common stock.</p>



<p>The
Independent Auditors' Report on our December 31, 2001 financial statements
includes an explanatory paragraph stating that the recurring losses incurred
from operations and a working capital deficiency raise substantial doubt about
our ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. </p>



<p><u>We have a history of losses, have never been
profitable, and may never achieve profitability. </u></p>

<p>We have not achieved profitability, we expect to continue
to incur losses for the foreseeable future and we may never be profitable. If
we do achieve profitability in any period, we cannot be certain that we will
sustain or increase such profitability on a quarterly or annual basis. </p>



<p><u>Our limited operating history makes evaluating our
business and prospects difficult</u>. </p>



<p>We have a limited operating history on which you can base
an evaluation of our business and future prospects. You should carefully
consider our prospects in light of the risks and difficulties frequently
encountered by early stage companies in new and rapidly evolving markets. Our
success will depend in part upon our ability to implement and execute our
business and marketing strategy. There is a risk that we will not be able to
accomplish our objectives. Failure to achieve any of our objectives could
negatively affect our business, financial condition and results of operations. </p>



<p><u>The market for business-to-business electronic
commerce solutions is extremely competitive and we may not be able to compete
effectively. </u></p>



<p>Because
the business-to-business market place is highly competitive and has low
barriers to entry, we cannot assure you that we will be able to compete
effectively. We expect competition to intensify as current competitors expand
their product offerings and new competitors like us enter the market. We cannot
assure you that we will be able to compete successfully against current or
future competitors, or that competitive pressures we face will not harm our
business, operating results, or financial condition. </p>



<p>Many
of our competitors will have, and potential competitors may have, more
experience developing software and matching solutions, larger technical staffs,
larger customer bases, greater brand recognition, and greater financial and
other resources than we have. In addition, competitors may be able to develop
products and services that are superior to our products and services, that
achieve greater customer acceptance or that have significantly improved
functionality as compared to our existing and future products and services.
There is a risk that the business-to-business electronic commerce solutions
offered by our competitors now or in the future will be perceived as superior
to ours. </p>



<p><u>The Internet could become subject to regulations
that affect our business. </u></p>



<p align=left>Our business segments,
both directly and indirectly, rely on the Internet and other electronic
communications gateways. We intend to expand our use of these gateways. To
date, the use of the Internet has been relatively free from regulatory
restraints. However, legislation, regulations, or interpretations may be
adopted in the future that constrain our own and our customers' abilities to
transact business through the Internet or other electronic communications
gateways. There is a risk that any additional regulation of the use of such
gateways could have a material adverse effect on our business, financial condition,
and operating results. </p>



<p><u>We depend on key personnel and will need to recruit
new personnel as we grow. </u></p>

<p>As we attempt to expand our customer base, we will need to
add additional key personnel as we continue to grow. If we cannot attract and
retain enough qualified and skilled staff, the growth of our business may be
limited. Our ability to provide services to clients and expand our business
depends, in part, on our ability to attract and retain staff with professional
experiences that are relevant to technology development and other functions we
perform. Competition for personnel with these skills is intense. Some technical
job categories are under conditions of severe shortage in the United States. In
addition, restrictive immigration quotas could prevent us from recruiting
skilled staff from outside the United States. We may not be able to recruit or
retain the caliber of staff required to carry out essential functions at the
pace necessary to sustain or expand our business. </p>



<p>We
believe our future success will depend in part on the continued employment and
performance of our senior management, our ability to retain and motivate our
officers and key employees, and our ability to identify, attract, hire, train,
retain, and motivate other&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; highly
skilled technical, managerial, marketing, and customer service&nbsp; personnel. </p>



<p><u>If
we are not able to protect our proprietary technology, our ability to compete
effectively could be damaged</u>. </p>



<p>Despite
any precautions we may take, a third party may be able to copy or otherwise
obtain and use our software or other proprietary information without
authorization or develop similar software independently. We cannot assure you
that the steps we have taken or will take will prevent misappropriation of our
technology. Litigation may be necessary in the future to determine the validity
and scope of the proprietary rights of others, or defend against claims of
infringement or invalidity. This litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources,
either of which could harm our business. </p>



<p><u>Our
business could be adversely affected if we infringe intellectual property
rights of third parties. </u></p>



<p>Litigation
regarding intellectual property rights is common in the software and technology
industries. We have in the past received letters alleging that we are
infringing the intellectual property rights of AudioFax. We do not believe the
proprietary nature of the AudioFax software is critical to our current or
future market competiveness. Several providers of fax service software have
patent license agreements with AudioFax, and it is our understanding that our
use of these other fax software platforms would indemnify us from any
infringement of AudioFax patents. We currently plan to migrate to a fax
software platform that is compatible with current technology, has existing
license agreements with AudioFax, and will indemnify us from infringement of
AudioFax patents. This migration is subject to the Company's ability to obtain
the additional capital needed for the license fees for the other fax software
platforms. We may in the future be the subjects of claims for infringement,
invalidity, or indemnification claims based on such claims of other parties'
proprietary rights. These claims, with or without merit, could be time
consuming and costly to defend or litigate, divert our attention and resources,
or require us to enter into royalty or licensing agreements. There is a risk
that such licenses would not be available on reasonable terms, or at all.
Although we believe we have the ability to use our intellectual property to
operate, market, and license our existing products without incurring liability
to third parties, there is a risk that our products and services infringe the
intellectual property rights of third parties. </p>



<p><u>Our
products and technology depend on the continued availability of licensed
technology from third parties. The loss of such products and technology would
significantly and adversely affect our business. </u></p>



<p>We
license and will continue to license certain technology and software from third
parties. These licenses are integral to our business. If any of these
relationships were terminated or if any of these third parties were to cease
doing business, we would be forced to spend significant time and money to
replace the licensed software. We cannot assure you that we would be able to
replace these licenses. This could have a material adverse effect on our
business, financial condition, and operating results.</p>



<p><u>Acts
of terrorism, responses to acts of terrorism and acts of war may impact our
business and our ability to raise capital.</u></p>



<p>The
September 11, 2001 terrorist attacks in the United States are unprecedented
acts of international terrorism. We cannot predict the continued effect of
those acts on the economy of the United States or on the global economy. Future
acts of war or terrorism, national or international responses to such acts, and
measures taken to prevent such acts may harm our ability to raise capital or
our ability to operate.&nbsp; In addition,
the threat of future terrorist acts or acts of war may have effects on the
general economy or on our business that are difficult to predict. We are not
insured against damage or interruption of our business caused by terrorist acts
or acts of war.</p>



<p><u>Our
current and future revenues are unpredictable and our quarterly operating
results may fluctuate significantly.</u></p>

<p>We have a limited operating history, and have generated
only limited revenues to date. We cannot forecast with any degree of certainty
the amount of revenue to be generated by any of our services. In addition, we
cannot predict the consistency of our quarterly operating results. Factors
which may cause our operating results to fluctuate significantly from quarter
to quarter include: <br>
<br>
- our ability to attract new and repeat customers;<br>
- our ability to keep current with the evolving requirements of our target
market;<br>
- our ability to protect our proprietary technology;<br>
- the ability of our competitors to offer new or enhanced products or services;
and<br>
- unanticipated delays or cost increases with respect to research and
development.<br>
<br>
Because of these and other factors, we believe that quarter-to-quarter
comparisons of our results of operations are not good indicators of our future
performance. If our operating results fall below the expectations of securities
analysts and investors in some future periods, then our stock price may
decline. </p>

<p>&nbsp;</p>

<p><u>One shareholder owns a majority of our outstanding
common stock and is able to control our actions.</u></p>



<p>One shareholder and his wife own 18,351,502 shares, or
61%, of the outstanding shares of our common stock as of January 28, 2003.&nbsp; These individuals have the ability to elect
our entire board of directors and to approve or disapprove all other matters
requiring the vote of shareholders.</p>



<p><u>Our officers and directors may be able to influence
stockholder actions. </u></p>



<p>Executive officers and directors, in the aggregate,
beneficially own approximately 4% of our outstanding voting stock. These
stockholders acting together may be able to significantly influence matters
requiring approval by our stockholders, including the election of directors,
and the approval of mergers or other business combination transactions in a
manner that could conflict with our other stockholders. </p>



<p><u>Our
Certificate of Incorporation limits director liability, thereby making it
difficult to bring any action against them for breach of fiduciary duty. </u></p>



<p>As permitted by California law, the Company's Certificate
of Incorporation limits the liability of directors to the Company or its
stockholders for monetary damages for breach of a director's fiduciary duty
except for liability in certain instances. As a result of the Company's charter
provision and California law, stockholders may have limited rights to recover
against directors for breach of fiduciary duty. </p>



<p><u>Penny stock regulations may impose certain
restrictions on marketability of our stock. </u></p>



<p>The Securities and Exchange Commission (the
&quot;Commission) has adopted regulations which generally define a &quot;penny
stock&quot; to be any equity security that has a market price (as defined) of
less than $5.00 per share, subject to certain exceptions. As a result, our
Common Stock is subject to rules that impose additional sales practice requirements
on broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 with their spouse).
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require delivery, prior to the transaction, of a risk disclosure document
mandated by the Commission relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the broker-dealer
and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose
this fact and the broker-dealers presumed control over the market. Finally,
monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. Consequently, the &quot;penny stock&quot; rules may restrict the
ability of broker-dealers to sell the Company's securities and may affect the
ability of purchasers in this Offering to sell the Company's securities in the
secondary market and the price at which such purchasers can sell any such
securities. </p>



<p><u>We have never paid dividends on our common stock and
do not expect to pay any in the foreseeable future. </u></p>



<p>The Company has not paid any dividends on its Common Stock
since its inception and does not intend to pay dividends on its Common Stock in
the foreseeable future. Any earnings that the Company may realize in the foreseeable
future will be retained to finance the growth of the Company. </p>



<p><u>The number of shares eligible for future sale may
adversely affect the market for our common stock. </u></p>



<p>As of December 31, 2002, the Company had 29,981,487 shares
of its Common Stock issued and outstanding, approximately 27,000,000 of which
are &quot;restricted securities&quot;. Rule 144 of the Commission provides, in
essence, that a person holding &quot;restricted securities&quot; for a period
of one year may sell only an amount every three months equal to the greater of
(a) one percent of the Company's issued and outstanding shares, or (b) the
average weekly volume of sales during the four calendar weeks preceding the
sale. The amount of &quot;restricted securities&quot; which a person who is not
an affiliate of the Company may sell is not so limited, since non-affiliates
may sell without volume limitation their shares held for two years if there is
adequate current public information available concerning the Company. In such
an event, &quot;restricted securities&quot; would be eligible for sale to the
public at an earlier date. The sale in the public market of such shares of
Common Stock may adversely affect prevailing market prices of the Common Stock.
</p>



<p><u>Outstanding options could affect the market price of
our common stock. </u></p>

<p>As of December 31, 2002, there were outstanding stock
options to purchase an aggregate of 11,118,037 shares of Common Stock at
exercise prices ranging between of $0.17 per share and $2.50 per share.&nbsp; The exercise of such outstanding options
will dilute the percentage ownership of the Company's stockholders, and any
sales in the public market of shares of Common Stock underlying such securities
may adversely affect prevailing market prices for the Common Stock. Moreover,
the terms upon which the Company will be able to obtain additional equity
capital may be adversely affected since the holders of such outstanding
securities can be expected to exercise their respective rights therein at a
time when the Company would, in all likelihood, be able to obtain any needed
capital on terms more favorable to the Company than those provided in such
securities. </p>



<p><u>Our stock price will fluctuate after this offering which
could result in substantial losses for investors</u></p>

<p>The market price for our common stock may fluctuate significantly in response
to a number of factors, some of which are beyond our control. These factors
include: <br><br></p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Quarterly variations in operating results;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Changes in financial estimates by securities
  analysts;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Announcements by us or our competitors of new
  products, significant contracts, acquisitions, or strategic relationships;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Disputes concerning our patents or proprietary
  rights;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Publicity
  about our company, our products, or our competitors;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Publicity
  regarding actual or potential medical results relating to products under
  development by us or our competitors;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Additions or departures of key personnel;</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Any future sales of our common stock or other
  securities; and</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>
  <p>-</p>
  </td>
  <td width=660 valign=top>
  <p>Stock market price and volume fluctuations of
  publicly-traded companies.</p>
  </td>
 </tr>
 <tr>
  <td width=25 valign=top>

  </td>
  <td width=660 valign=top>

  </td>
 </tr>
</table>

<p>These
and other external factors have caused and may continue to cause the market
price and demand for our common stock to fluctuate substantially, which may
limit or prevent investors from readily selling their shares of common stock
and may otherwise negatively affect the liquidity of our common stock. <br>
<br>
In the past, securities class action litigation has often been brought against
companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it
could result in substantial costs and a diversion of our management's attention
and resources, which could hurt our business. <br></p>

<p>&nbsp;</p>

<p><u>Trading in our common stock on the OTC Bulletin
Board may be limited thereby making it more difficult for investors to resell
their shares of our common stock</u>. </p>

<p>Our common stock trades on the OTC Bulletin Board. The OTC Bulletin Board is
not an exchange and, because trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on an exchange or
NASDAQ, you may have difficulty reselling any of the shares that you purchase
from the selling shareholders. </p>

<p> <br></p>

<p><u>Some of the information in this prospectus contains
forward-looking statements</u></p>

<p>Some of the information in this prospectus contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as &quot;may&quot;, &quot;will&quot;,
&quot;expect&quot;, &quot;intend&quot;, &quot;anticipate&quot;,
&quot;believe&quot;, &quot;estimate&quot; and &quot;continue&quot; or similar
words. You should read statements that contain these words carefully because
they discuss our expectations about our future performance, contain projections
of our future operating results or of our future financial condition, or state
other &quot;forward-looking&quot; information.<br>
<br>
We believe it is important to communicate our expectations to our stockholders.
There may be events in the future, however, that we are not able to predict
accurately or over which we have no control. The risk factors listed in this
section, as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results
to differ materially from the expectations we describe in our forward-looking
statements. Before you invest in our common stock, you should be aware that the
occurrence of any of the events described in these risk factors and elsewhere
in this prospectus could have a material and adverse effect on our business,
results of operations and financial condition and that upon the occurrence of
any of these events, the trading price of our common stock could decline and
you could lose all or part of your investment. </p>

<p><br>
<u>Our common&nbsp; shareholders may
experience substantial dilution</u></p>

<p>The sale of a substantial number of shares of our common stock in the public
market, or the prospect of such sales, could materially and adversely affect
the market price of our common stock. We are authorized to issue up to
90,000,000 shares of common stock. To the extent of such authorization, our
Board of Directors will have the ability, without seeking stockholder approval,
to issue additional shares of common stock in the future for such consideration
as our Board of Directors may consider sufficient. The issuance of additional
common stock in the future will reduce the proportionate ownership and voting
power of our common stock held by existing stockholders. Sales in the public
market of substantial amounts of our common stock, including sales of common
stock issuable upon exercise of options and warrants, could depress prevailing
market prices for our common stock. Even the perception that such sales could
occur might impact market prices for the common stock. The existence of
outstanding options and warrants may prove to hinder our future equity
financings. </p><br clear=all>


<p align=center><b><a name="USE OF PROCEEDS">USE OF PROCEEDS</a></b></p>

<p><br>
We will not receive any proceeds from the sale of stock by the selling
stockholders.&nbsp; All sales proceeds will
be received by the selling stockholders</p>

<p align="center"><br>&nbsp;<b><a name="SELLING STOCKHOLDERS">SELLING STOCKHOLDERS</a></b></p>

<p><br>
The selling stockholders acquired or will acquire beneficial ownership of all
shares to be registered under this reoffer prospectus through stock options
granted by us. The following table shows the names of the selling stockholders,
the number of shares of common stock beneficially owned by such stockholder as
of January 29, 2003, and the number of shares of common stock that he may sell
from time to time under this reoffer prospectus. <br>
<br>
We may amend or supplement this reoffer prospectus from time to time in the
future to update or change this list of selling stockholders and shares which
may be resold. </p>







  <table border="0" cellpadding="0" cellspacing="0" width="748" bordercolor="#111111">

    <tr height="20">
      <td height="20" width="118"></td>
      <td width="23"></td>
      <td colspan="3" width="211">
      <p align="center">Number of Shares</td>
      <td width="19"></td>
      <td width="96">Number of</td>
      <td width="19"></td>
      <td width="96">Number of</td>
      <td width="19"></td>
      <td colspan="3" width="147">Percentage of Shares</td>
    </tr>
    <tr height="20">
      <td height="20"></td>
      <td></td>
      <td colspan="3">
      <p align="center">Beneficially Owned (1)</td>
      <td></td>
      <td>Shares</td>
      <td></td>
      <td>Shares</td>
      <td></td>
      <td colspan="3">Beneficially Owned (3)</td>
    </tr>
    <tr height="20">
      <td height="20">Selling</td>
      <td></td>
      <td>Before</td>
      <td></td>
      <td>After</td>
      <td></td>
      <td>Subject to</td>
      <td></td>
      <td>to be</td>
      <td></td>
      <td>Before</td>
      <td></td>
      <td>After</td>
    </tr>
    <tr height="20">
      <td height="20">Stockholders</td>
      <td></td>
      <td>Offering</td>
      <td></td>
      <td>Offering</td>
      <td></td>
      <td>Options (2)</td>
      <td></td>
      <td>Offered</td>
      <td></td>
      <td>Offering</td>
      <td></td>
      <td>Offering</td>
    </tr>
    <tr height="20">
      <td height="20">--------------</td>
      <td></td>
      <td>--------------</td>
      <td></td>
      <td>--------------</td>
      <td></td>
      <td>--------------</td>
      <td></td>
      <td>--------------</td>
      <td></td>
      <td>----------</td>
      <td></td>
      <td>----------</td>
    </tr>
    <tr height="20">
      <td height="20">K. Mason Conner</td>
      <td>(4)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1,314,132 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2,385,332 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1,314,132 </td>
      <td></td>
      <td align="right">1.8%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="20">
      <td height="20">Robert Daniels</td>
      <td>(4)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 624,667 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1,131,667 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 624,667 </td>
      <td></td>
      <td align="right">0.9%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="20">
      <td height="20">H. Jay Hill</td>
      <td>(4)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 363,534 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 951,999 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 363,534 </td>
      <td></td>
      <td align="right">0.5%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="20">
      <td height="20">Michael Richard</td>
      <td>(4)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 281,667 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 537,500 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 281,667 </td>
      <td></td>
      <td align="right">0.4%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="20">
      <td height="20">J. Thomas Zender</td>
      <td>(4)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 740,034 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 240,000 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1,274,499 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 500,034 </td>
      <td></td>
      <td align="right">1.0%</td>
      <td></td>
      <td align="right">0.4%</td>
    </tr>
    <tr height="20">
      <td height="20">Michael T. Cronin</td>
      <td>(5)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 555,555 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 555,555 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 555,555 </td>
      <td></td>
      <td align="right">0.8%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="20">
      <td height="20">Tim Dales</td>
      <td>(6)</td>
      <td>
      <p align="right">2,385,000&nbsp;</td>
      <td>&nbsp;</td>
      <td>
      <p align="right">2,065,000&nbsp;</td>
      <td>&nbsp;</td>
      <td>
      <p align="right">&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      </td>
      <td>&nbsp;</td>
      <td>
      <p align="right">320,000&nbsp;</td>
      <td>&nbsp;</td>
      <td align="right">3.3%</td>
      <td>&nbsp;</td>
      <td>
      <p align="right">2.9%</td>
    </tr>
    <tr height="20">
      <td height="20">Paul Allen</td>
      <td>(6)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 350,000 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 350,000 </td>
      <td></td>
      <td align="right">0.5%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="20">
      <td height="20">James R. Spoerl</td>
      <td>(6)</td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 109,091 </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      -&nbsp;&nbsp; </td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 109,091 </td>
      <td></td>
      <td align="right">0.2%</td>
      <td></td>
      <td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; -&nbsp;&nbsp;
      </td>
    </tr>
    <tr height="0">
      <td width="118"></td>
      <td width="23"></td>
      <td width="96"></td>
      <td width="19"></td>
      <td width="96"></td>
      <td width="19"></td>
      <td width="96"></td>
      <td width="19"></td>
      <td width="96"></td>
      <td width="19"></td>
      <td width="65"></td>
      <td width="19"></td>
      <td width="63"></td>
    </tr>
  </table>

<p>&nbsp;</p>







<p>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Represents shares owned beneficially by
the named individual, including shares that such individual has the right to
acquire within 60 days of January 29, 2003 otherwise noted, all persons
referred to above have sole voting and sole investment power.<br>
<br>
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Includes shares of our common
stock underlying options granted to the selling stockholders whether or not
exercisable as of, or within 60 days of, January 29, 2003.<br>
<br>
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Based on 29,981,487 shares
outstanding as of January 29, 2003.<br>
<br>
(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Officers and directors of
VillageEDOCS.</p>



<p>(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Represents options issued for legal
services</p>



<p>(6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Represents shares issued for consulting
and advisory services<br><br></p>



<p align=center><b><a name="PLAN OF DISTRIBUTION">PLAN OF DISTRIBUTION</a></b></p>

<p>The selling stockholders and any of their pledgees, donees, assignees,
transferees, may sell any or all of the shares of common stock for value from
time to time under this reoffer prospectus in one or more transactions on the
Over-the-Counter Bulletin Board or any stock exchange, market or trading
facility on which the common stock is traded, in a negotiated transaction or in
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. The
selling stockholders may use any one or more of the following methods when
selling shares: <br><br></p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>ordinary brokerage transactions and transactions in
  which the broker-dealer solicits purchasers;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>block trades in which the broker-dealer will attempt to
  sell the shares as agent but may position and resell a portion of the block
  as principal to facilitate the transaction;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>purchases by a broker-dealer as principal and resale by
  the broker-dealer for its account;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>an exchange distribution in accordance with the rules of
  the applicable exchange;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>privately negotiated transactions;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>underwritten offerings;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>short sales;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>agreements by the broker-dealer and a selling
  stockholder to sell a specified number of such shares at a stipulated price
  per share;</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>-</p>
  </td>
  <td width=636 valign=top>
  <p>a combination of any such methods of sale; and</p>
  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=636 valign=top>

  </td>
 </tr>
 <tr>
  <td width=73 valign=top>
  <p align="right">-</p>
  </td>
  <td width=636 valign=top>
  <p>any other method permitted by applicable law.</p>
  </td>
 </tr>
</table>

<p><br>
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to us in certain circumstances rather than under this reoffer
prospectus.</p>



<p>Unless otherwise prohibited, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions in connection with distributions of the shares or otherwise. In
such transactions, broker- dealers or financial institutions may engage in
short sales of the shares in the course of hedging the position they assume
with a selling stockholder. The selling stockholders may also engage in short
sales, puts and calls, forward- exchange contracts, collars and other transactions
in our securities or derivatives of our securities and may sell or deliver
shares in connection with these trades. If a selling stockholder sells shares
short, he or she may redeliver the shares to close out such short positions.
The selling stockholders may also enter into option or other transactions with
broker-dealers or financial institutions which require the delivery to the
broker-dealer or the financial institution of the shares. The broker-dealer or
financial institution may then resell or otherwise transfer such shares
pursuant to this reoffer prospectus. In addition, the selling stockholder may
loan his or her shares to broker-dealers or financial institutions who are
counterparties to hedging transactions and the broker-dealers, financial
institutions or counterparties may sell the borrowed shares into the public
market. A selling stockholder may also pledge shares to his or her brokers or
financial institutions and under the margin loan the broker or financial
institution may, from time to time, offer and sell the pledged shares. To our
knowledge, no selling stockholder has entered into any agreements,
understandings or arrangements with any underwriters, broker-dealers or
financial institutions regarding the sale of his or her shares other than
ordinary course brokerage arrangements, nor are we aware of any underwriter or
coordinating broker acting in connection with the proposed sale of shares by a
selling stockholder. <br>
<br>
The selling stockholders and any broker-dealers that participate in the
distribution of the common stock may be deemed to be &quot;underwriters&quot;
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and any profit on the resale of the common stock sold by them
may be deemed to be underwriting discounts and commissions under the Securities
Act. All selling and other expenses incurred by the selling stockholders will
be borne by the selling stockholders.</p>



<p>&nbsp;There is no
assurance that the selling stockholders will sell all or any portion of the
shares of common stock offered.<br>
<br>
We will pay all expenses in connection with this offering and will not receive
any proceeds from sales of any common stock by the selling stockholders.<br><br></p>

<p align=center><b><a name="LEGAL MATTERS">LEGAL MATTERS</a></b></p>

<p><br>
The validity of the issuance of the common stock offered hereby will be passed
upon for us by Johnson, Blakely, Pope, Bokor, Ruppel &amp; Burns, P.A., of
Clearwater, FL.&nbsp; Michael T. Cronin of
this firm has been issued options to acquire 555,555 shares of the Registrant's
common stock at $0.18 per share for general corporate services.&nbsp; All of the shares underlying these options
are registered under the Form S-8 as part of the 2002 Equity Incentive Plan.</p>



<p align=center><b><a name="EXPERTS">EXPERTS</a></b></p>

<p><b><br>
</b>The balance sheet at December 31, 2001, and the statements of operations
and cash flows for the two years then ended, incorporated by reference in this
prospectus have been audited by Corbin &amp; Wertz LLP, independent certified
public accountants, to the extent and for the periods set forth in their
report, which contains an explanatory paragraph regarding our ability to
continue as a going concern, incorporated by reference herein, and are
incorporated by reference in reliance upon such report given upon the authority
of said firm as experts in auditing and accounting.</p>

<p align=center>&nbsp;</p>

<p align=center><b><a name="INDEMNIFICATION OF DIRECTORS AND OFFICERS">INDEMNIFICATION OF DIRECTORS
AND OFFICERS</a></b></p>

<p>
Our Articles of Incorporation (&quot;Articles&quot;) include provisions to
eliminate the personal liability of our directors to the fullest extent
permitted by Section 204(a)(10) under the General Corporation Law of California
(the &quot;California Law&quot;). Our Articles also include provisions that
authorize us to indemnify its directors and officers to the fullest extent
permitted by Sections 204 and 317 of the California Law. Our Bylaws also
provide us with the authority to indemnify its other officers, employees and
other agents as set forth in the California Law. Pursuant to Sections 204 and
317 of the California Law, a corporation generally has the power to indemnify
its present and former directors, officers, employees and agents against
expenses incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in such positions so
long as they acted in good faith and in a manner they reasonably believed to be
in the best interests of the corporation, and with respect to a manner they
reasonably believed to be in the best interests of the corporation, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. </p>



<p>A
corporation may not eliminate liability: (i) for acts or omissions involving
intentional misconduct or knowing and culpable violations of law; (ii) for acts
or omissions that the individual believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good
faith on the part of the individual; (iii) for any transaction from which the
individual derived an improper personal benefit; (iv) for acts or omissions
involving a reckless disregard for the individual's duty to the corporation or
its shareholders when the individual was aware or should have been aware of a
risk of serious injury to the corporation or its shareholders; (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to
any abdication of the individual's duty to the corporation or its shareholders;
or (vii) for improper distribution to shareholders and loans to directors and
officers. Also, a corporation may not eliminate liability for any act or
omission occurring prior to the date on which the corporation authorizes
indemnification of its directors, officers, employees and agents. <br>
<br>
We have entered into agreements with our directors and executive officers that
require us to indemnify such persons against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or officer or any of its
affiliated enterprises, provided such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to our best
interests and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder. </p>



<p>The above discussion of our Articles of Incorporation and
the General Corporation Law of California is only a summary and is qualified in
its entirety by the full text of each of the foregoing.</p>

<p align=center><br>
<b><a name="WHERE YOU CAN FIND ADDITIONAL INFORMATION">WHERE YOU CAN FIND ADDITIONAL INFORMATION</a></b></p>

<p><br>
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-8. This prospectus, which is a part of the registration
statement, does not contain all of the information included in the registration
statement. Some information is omitted, and you should refer to the
registration statement and its exhibits. With respect to references made in
this prospectus to any contract, agreement or other document of ours, such
references are not necessarily complete and you should refer to the exhibits
attached to the Registration Statement for copies of the actual contract,
agreement or other document. You may review a copy of the Registration
Statement, including exhibits, at the Securities and Exchange Commission's
public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 or Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The public may obtain information on the operation of the
public reference room by calling the Securities and Exchange Commission at
1-800- SEC-0330. We will also file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information on file at
the public reference rooms. You can also request copies of these documents, for
a copying fee, by writing to the Securities and Exchange Commission. Our
Securities and Exchange Commission filings and the registration statement can
also be reviewed by accessing the Securities and Exchange Commission's Internet
site at http://www.sec.gov, which contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission. You should rely only on the
information provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different information. We are
not making an offer to sell, nor soliciting an offer to buy, these securities
in any jurisdiction where that would not be permitted or legal. Neither the delivery
of this prospectus nor any sales made hereunder after the date of this
prospectus shall create an implication that the information contained herein or
our affairs have not changed since the date hereof. </p>



<p align=center><b><a name="INCORPORATION OF CERTAIN INFORMATION BY REFERENCE">INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE</a></b></p>

<p>
The&nbsp; following&nbsp; documents&nbsp; that we
filed&nbsp; with the SEC are&nbsp; incorporated herein by reference:<br>
<br>
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 2001.</p>



<p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Quarterly Reports on Form 10-QSB for the nine
months ended September 30, 2002.</p>



<p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents subsequently filed by the
Registrant pursuant to Section 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 a part hereof from the date of filing of such
documents.</p>



<p>We
will provide without charge to each person, including any beneficial owner, to
whom a copy of this reoffer prospectus is delivered a copy of any or all
documents incorporated by reference into this reoffer prospectus except the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents. You may request copies by writing Mr. Michael
Richard at mrichard@villageedocs.com or calling (714) 734-1030.</p>

<p><br>&nbsp;<br><br></p><br clear=all>


<p align=center><b>PART II</b></p>

<p align=center><b>&nbsp;</b></p>

<p align=center><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Item 3.&nbsp; <u>Incorporation of Documents by Reference</u>.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents filed by the
Registrant with the Commission are incorporated by reference:</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2001.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant's Quarterly Reports on Form 10-QSB for the months ended September
30, 2002.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All
documents subsequently filed by the Registrant pursuant to Section 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 a part
hereof from the date of filing of such documents.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Item 4.&nbsp; <u>Description of Securities.</u></b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Item 5.&nbsp; <u>Interest of Named Experts and Counsel.</u></b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Michael T. Cronin, Esq., of the law firm of Johnson,
Blakely, Pope, Bokor, Ruppel &amp; Burns, P.A., has provided legal services and
advice to the Company in connection with a variety of corporate and securities
matters, including the registrant's compliance with the periodic reporting
requirements of the Securities Exchange Act of 1934, and general legal
consulting and advice on a variety of matters.&nbsp;
This Registration Statement and the prospectus that is a part of this
Registration Statement registers 555,000 shares of our common stock underlying
options exercisable at $0.18 per share issued and delivered to Mr. Cronin prior
to the date this Registration Statement was filed with the Commission.&nbsp; Such shares were issued to Mr. Cronin as
partial compensation for his services rendered before the date of this
Registration Statement.&nbsp; Neither Mr.
Cronin nor his law firm have been employed on a contingent basis at anytime.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Item 6. &nbsp;<u>Indemnification of
Directors and Officers</u>.</b></p>

<p><b>&nbsp;</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In
accordance with Section 317 of the California General Corporations Law, our
Articles of Incorporation eliminate the liability of each of our directors for
monetary damages to the fullest extent permissible under California law. </p>



<p>Section 317 of the California
General Corporations Law authorizes a court to award, or a corporation's board
of directors to grant, indemnity to directors and officers who are parties or
are threatened to be made parties to any proceeding (with certain exceptions)
by reason of the fact that the person is or was an agent of the corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation. Section 204 of the law provides that this
limitation on liability has no effect on a director's liability (a) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (b) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (c) for any
transaction from which a director derived an improper personal benefit, (d) for
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (e) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (f) under Section 310 of the law (concerning
contracts or transactions between the corporation and a director), or (g) under
Section 316 of the law (directors' liability for improper dividends, loans and
guarantees). Section 317 does not extend to acts or omissions of a director in
his capacity as an officer. Further, Section 317 has no effect on claims
arising under federal or state securities laws and does not affect the availability
of injunctions and other equitable remedies available to our shareholders for
any violation of a director's fiduciary duty to us or our shareholders. </p>



<p>Insofar as indemnification for liabilities may be
invoked to disclaim liability for damages arising under the Securities Act of
1933, as amended, or the Securities Act of 1934, (collectively, the
&quot;Acts&quot;) as amended, it is the position of the Commission that such
indemnification is against public policy as expressed in the Acts and are therefore,
unenforceable. </p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Item 7.&nbsp; <u>Exemption from Registration Claim.</u></b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The shares to be issued, to Tim
Dales, Paul Allen, and James R. Spoerl, who are current or former consultants
to the Registrant deemed to be sophisticated with respect to an investment in
the Registrant, will be issued in reliance upon the exemption from registration
contained in Section 4(2) of the Securities Act of 1933.&nbsp; No underwriters were used.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Item 8.&nbsp; <u>Exhibits</u>.&nbsp; </b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>

<table border=0 cellspacing=0 cellpadding=0 width="901">
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.1</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Form of 2002 Equity Incentive Plan<sup>1</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.2</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Form of 1997 Stock Option Plan<sup>2</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.3</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Form of Incentive Stock Option Agreement pursuant
  to 1997 Stock Option Plan<sup>3</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.4</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Form of Stock Option Agreement<sup>4</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.5</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Form of Non-statutory Stock Option Agreement<sup>5</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.6</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Form of Employee Stock
  Option pursuant to 2002 Equity Incentive Plan<sup>6</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.7</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Consulting Services Agreement dated October 28,
  2002 by and between the Company and Tim Dales<sup>7</sup></p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.8</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Consulting and Other Services agreement dated
  January 28, 2003 by and between the Company and Paul Allen*</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>4.9</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Debt settlement agreement dated January 28, 2003
  by and between the Company and James R. Spoerl*</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>5</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Opinion re legality*</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>23.1</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Consent of Independent Auditors*</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>23.2</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Consent of Legal Counsel
  (included as part of Exhibit 5)*</p>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>

  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>

  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>1</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 4.1 to
  the Registrant's Quarterly Report on Form 10-QSB filed with the Commission on
  May 15, 2002.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>

  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>2</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 10.9 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>3</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 10.10 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>4</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 10.11 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>5</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 10.12 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>6</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 4.2 to
  the Registrant's Quarterly Report on Form 10-QSB filed with the Commission on
  May 15, 2002.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right><sup>7</sup></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed as Exhibit 10.2 to
  the Registrant's Quarterly Report of Form 10-QSB filed with the Commission on
  November 14, 2002.</p>
  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=786 valign=top>

  </td>
 </tr>
 <tr>
  <td width=66 valign=top>

  </td>
  <td width=38 valign=top>
  <p align=right>*</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=786 valign=top>
  <p>Filed herewith</p>
  </td>
 </tr>
</table>









<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>Item 9.&nbsp; <u>Undertakings</u>.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Undertakings
Relating to Delayed or Continuous Offerings of Securities</u>.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant hereby undertakes to file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant hereby undertakes 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.</p>



<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Undertaking Relating to the Incorporation of Certain
Documents by Reference</u>. &nbsp;</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(b) 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.</p>



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






<p align=center><b>SIGNATURES</b></p>

<p><b>&nbsp;</b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>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, on January 29, 2003.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; VillageEDOCS</b></p>

<p style="margin-top: -1; margin-bottom: -1"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>By:&nbsp;&nbsp; <u>&nbsp;&nbsp;/s/ K. Mason Conner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>

<p style="margin-top: -1; margin-bottom: -1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; K.
Mason Conner</p>

<p style="margin-top: -1; margin-bottom: -1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Chief
Executive Officer</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.</p>



<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p><b><u>SIGNATURE</u></b></p>
  </td>
  <td width=204 valign=top>
  <p><b><u>TITLE</u></b></p>
  </td>
  <td width=211 valign=top>
  <p><b><u>DATE</u></b></p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  &nbsp;</td>
  <td width=222 valign=top>
  &nbsp;</td>
  <td width=204 valign=top>

  &nbsp;</td>
  <td width=211 valign=top>
  &nbsp;</td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>/s/
  K. Mason Conner</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>January
  29, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>------------------------------------&nbsp; </p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p>----------------------------------</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>K. Mason Conner</p>
  </td>
  <td width=204 valign=top>
  <p>Director,</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>
  <p>Chief Executive Officer</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>/s/ Michael A. Richard</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>January
  29, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>------------------------------------</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p>----------------------------------</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>Michael A. Richard</p>
  </td>
  <td width=204 valign=top>
  <p>V.P. Controller</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>
  <p>Principal Accounting
  Officer</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>/s/ J. Thomas Zender</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>January
  27, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>------------------------------------</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p>----------------------------------</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>J. Thomas Zender</p>
  </td>
  <td width=204 valign=top>
  <p>Director,</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>
  <p>Chairman of the Board</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>

  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>/s/ H. Jay Hill</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p align=center>January
  27, 2003</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>------------------------------------</p>
  </td>
  <td width=204 valign=top>

  </td>
  <td width=211 valign=top>
  <p>----------------------------------</p>
  </td>
 </tr>
 <tr>
  <td width=97 valign=top>

  </td>
  <td width=222 valign=top>
  <p>H. Jay Hill</p>
  </td>
  <td width=204 valign=top>
  <p>Director</p>
  </td>
  <td width=211 valign=top>

  </td>
 </tr>
</table><br clear=all>


<p align=center><b><u><a name="EXHIBIT INDEX">EXHIBIT INDEX</a></u></b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>

<p><b>&nbsp;</b></p>



<table border=0 cellspacing=0 cellpadding=0 width="901">
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>Exhibit</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right><u>Number</u></p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p><u>Title&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.1</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Form of 2002 Equity Incentive Plan<sup>**</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.2</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Form of 1997 Stock Option Plan<sup>**</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.3</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Form of Incentive Stock Option Agreement pursuant
  to 1997 Stock Option Plan<sup>**</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.4</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Form of Stock Option Agreement<sup>**</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.5</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Form of Non-statutory Stock Option Agreement<sup>**</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.6</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Form of Employee Stock Option pursuant to 2002
  Equity Incentive Plan<sup>**</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.7</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Consulting Services Agreement dated October 28,
  2002 by and between the Company and Tim Dales<sup>7</sup></p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.8</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Consulting and Other Services agreement dated January
  28, 2003 by and between the Company and Paul Allen*</p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>4.9</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Debt settlement agreement dated January 28, 2003
  by and between the Company and James R. Spoerl*</p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>5</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Opinion re legality*</p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>23.1</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Consent of Independent Auditors*</p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>23.2</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Consent of Legal Counsel
  (included as part of Exhibit 5)*</p>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>&nbsp;</p>
  </td>
  <td width=11 valign=top>

  &nbsp;</td>
  <td width=795 valign=top>

  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>*</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Filed herewith</p>
  </td>
 </tr>
 <tr>
  <td width=30 valign=top>

  </td>
  <td width=65 valign=top>
  <p align=right>**</p>
  </td>
  <td width=11 valign=top>
  &nbsp;</td>
  <td width=795 valign=top>
  <p>Filed previously.&nbsp; See Part II, Item 8 above</p>
  </td>
 </tr>
</table>



<br clear=all>























</div>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "vedo_s8-20030129.htm", "description": "S-8", "secsgml_size_bytes": 112730}, {"type": "S-8", "sequence": "8", "filename": "vedo_s8-20030129.pdf", "description": "S-8", "secsgml_size_bytes": 156394}]
{"company-data": {"conformed-name": "VILLAGEEDOCS INC", "cik": "0001122099", "assigned-sic": "7389", "irs-number": "330668917", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102802", "film-number": "03530327"}, "business-address": {"street1": "14471 CHAMBERS ROAD SUITE 105", "city": "TUSTIN", "state": "CA", "zip": "92780"}, "mail-address": {"street1": "14471 CHAMBERS ROAD SUITE 105", "city": "TUSTIN", "state": "CA", "zip": "92780"}}
VillageEDOCS S-8 dated January 29, 2003
Filed with the Securities and Exchange Commission on January
29, 2003
Registration No.  ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________________
VILLAGEEDOCS
(Exact name of registrant as specified in its charter)
14471 Chambers Road, Ste. 105
State of California
Tustin, CA  92780
33-0668917
---------------------------------
--------------------------------------
----------------------------------------
(State or OtherJurisdiction of
(Address, including zip
  code
(I.R.S. Employer Identification
Incorporation or
  Organization)
of principal executive
  office)
No.)
VillageEDOCS 2002 Equity Incentive Plan
VillageEDOCS 1997 Stock Option Plan
Stock Options for Employees
Compensation Agreements for Various Consultants and Advisors
(Full title of the plan)
Michael T. Cronin, Esquire
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
911 Chestnut Street
Post Office Box 1368
Clearwater, Florida  34617
(813) 461-1818
(Name, address, and
telephone number
of agent for service)
1 of 23 Pages
Exhibit Index on Page 23
CALCULATION OF REGISTRATION FEE
Title of
Amount
Proposed Maximum
Proposed Maximum
Amount of
Securities to
To Be
Offering Price
Aggregate Offering
Registration
Be Registered (3)
Registered
Per Share (1)
Price (1)
Fee
----------------------
--------------------
----------------------
----------------------
---------------
Common Stock, no
15,830,958 (2)
$0.17 - $2.50
$ 5,809,983
$  534.52
par value
shares (4)
(1)        Pursuant to Rules 457(c) and 457(h) under the Securities Act
of 1933, as amended (the "Securities Act"), the offering price per
share and the aggregate offering price are derived from the actual exercise
price for shares subject to outstanding stock options and the closing price of
the Registrant's Common Stock on January 28, 2003 as reported by the Over The
Counter Bulletin Board for the shares not yet subject to currently outstanding
options.  The offering price per share
and the aggregate offering price are calculated as follows:
a.      
3,014,446
shares of Common Stock issuable pursuant to outstanding options under the 1997
Stock Option Plan having exercise prices between $0.20 and $2.50 per share,
resulting in an aggregate offering price of $3,131,644; and
b.      
402,837
shares of Common Stock issuable pursuant to outstanding options issued outside
of the 1997 Stock Option Plan having exercise prices between $0.25 and $1.00
per share, resulting in an aggregate offering price of $201,420; and
c.      
11,634,584
shares authorized under the 2002 Equity Plan, of which (i) 7,700,754 shares are
issuable pursuant to outstanding options having exercise prices between $0.17
and $0.21 per share, resulting in an aggregate offering price of $1,440,076,
and (ii) 3,933,830 shares are not yet subject to currently outstanding options,
the registration fee for which has been calculated using $0.22, the closing
price of the Registrant's Common Stock on January 28, 2003 as reported by the
Over The Counter Bulletin Board, resulting an aggregate offering price of
$865,443; and
d.      
670,000
shares of common stock  issuable
pursuant to consulting agreements, resulting in an aggregate offering price of
$147,400; and 109,091 shares of common stock issuable pursuant to a debt
settlement agreement with a consultant, resulting in an aggregate offering
price of $24,000.
(2)        Represents (i) 11,634,584 shares underlying the Registrant's
2002 Equity Incentive Plan, (ii) 3,014,446 shares underlying the Registrant's
1997 Stock Option Plan, (iii) 402,837 shares underlying options issued to
employees outside of the Registrant's plans, (iv) 670,000 shares issuable
pursuant to consulting services agreements, and (v) 109,091 shares issuable pursuant
to a debt settlement agreement with a consultant.
(3)        This
Registration Statement will become effective immediately upon filing with the
Securities and Exchange Commission.
(4)        Plus such additional number of shares as may be required
pursuant to the Plans in the event of a stock split, recapitalization or other
similar event.
Approximate date of proposed
sales pursuant to the plan:
As soon as practicable after
this Registration Statement becomes effective.
EXPLANATORY NOTE
This Registration Statement has been prepared in
accordance with the requirements of Form S-8 under the Securities Act, to
register shares of our common stock, no par value, including shares issuable
pursuant to stock options. Under cover of this Form S-8 is our reoffer prospectus
prepared in accordance with Part I of Form S-3 under the Securities Act. Our
reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in
accordance with the requirements of Part I of Form S-3, and may be used for
reofferings and resales on a continuous or delayed basis in the future of
"restricted securities" which may be issued, pursuant to stock
options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.  PLAN INFORMATION
We will send or give the documents containing the information specified in Part
1 of Form S-8 to employees as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file
these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
Securities Act.
ITEM 2.  REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION
VillageEDOCS, a California corporation, will furnish without charge to each
person to whom the reoffer prospectus is delivered, upon the oral or written
request of such person, a copy of any and all of the documents incorporated by
reference (other than exhibits to such documents). Requests should be directed
to the attention of Michael Richard at VillageEDOCS, 14471 Chambers Road, Suite
105, Tustin, California, 92780, telephone number (714) 734-1030.
REOFFER PROSPECTUS
4,418,680 SHARES OF COMMON STOCK
VillageEDOCS
14471 Chambers Road, Suite
105
Tustin, CA  92780
(714) 734-1030
This reoffer
prospectus relates to 4,418,680 shares of the common stock of VillageEDOCS
which may be offered and resold from time to time by the selling stockholders
identified in this prospectus for their own accounts. It is anticipated that
the selling stockholders will offer shares for sale at prevailing prices on the
OTC Bulletin Board on the date of sale. We will receive no part of the proceeds
from sales made under this reoffer prospectus. The selling stockholders will
bear all sales commissions and similar expenses. Any other expenses incurred by
us in connection with the registration and offering and not borne by the
selling stockholders will be borne by us.
The selling stockholders and any brokers executing selling orders on behalf of
them may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.
Our common stock is traded on the OTC Bulletin Board under the symbol
"VEDO." On January 28, 2003, the last reported price of our common
stock on such market was $0.22 per share.
This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
whether this reoffer prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this reoffer
prospectus is January 29, 2003.
TABLE OF CONTENTS
PAGE
SUMMARY
6
RISK
  FACTORS
6
USE
  OF PROCEEDS
13
SELLING
  STOCKHOLDERS
13
PLAN
  OF DISTRIBUTION
13
LEGAL
  MATTERS
15
EXPERTS
15
INDEMNIFICATION
  OF DIRECTORS AND OFFICERS
15
INCORPORATION
  OF CERTAIN DOCUMENTS BY REFERENCE
16
WHERE
  YOU CAN FIND ADDITIONAL INFORMATION ABOUT US
16
You should only rely on the information incorporated by reference or provided
in this reoffer prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this reoffer prospectus or any supplement is accurate
as of any date other than the date on the front of this reoffer prospectus.
SUMMARY
VillageEDOCS (the
"Company" or "We") is incorporated in the State of
California. The Company was originally incorporated in 1995 in Delaware as
SoftTek, Inc. In August 1997, we changed our name to SoftTek Technologies Inc.
and reincorporated in California. In 1999 we changed our name to
VillageFax.com, Inc., and then, as of July 11, 2000, to VillageEDOCS. Until
late 1998, the Company provided product marketing services and fax server
products.  However, we no longer provide
these services or products. We now provide worldwide, Internet-based, business-to-business
fax services. Our Internet-based fax service enables a user to send a fax to an
individual or to a broadcast list of thousands through their familiar web
browser (i.e. Microsoft Explorer, Netscape Navigator, etc.), e-mail package
(i.e. Microsoft Exchange, Netscape Mail, Eudora, etc.), Microsoft Windows-based
application, Enterprise Resource Planning or Customer Relationship Management
system, or proprietary Corporate Information System.
RISK FACTORS
The risks and uncertainties
described below are not the only ones we face. Additional risks and
uncertainties not presently known to us may also adversely impact our business
operations. If any of the following risks actually occur, our business,
financial condition, or operating results could be negatively affected.
Unless we can obtain additional financing we will
run out of cash by February 15, 2003.
Since our inception, our
operating and investing activities have used substantially more cash than they
have generated. Because we will continue to need working capital to fund the
growth of our business, we expect to continue to experience negative operating
and investing cash flows for an undetermined number of months during 2003. We
currently anticipate that our available cash resources will be insufficient to
meet our anticipated working capital and capital expenditure requirements
through February 15, 2003.  Accordingly,
we believe we will require up to approximately $3 million in additional financing to support our operations and to
fund a substantially increased sales and marketing effort until we become
profitable.
Between November 2000 and at
least January 2003, our operating shortfalls have been, and are expected to be,
funded by one shareholder, an affiliate, who has loaned us $2,856,245 through
January 22, 2003 for that purpose. Assuming that this shareholder continues to
fund our operations, we will be able to sustain operations at current levels.
On May 9, 2002, we modified the terms of the convertible promissory notes held
by this shareholder to induce this shareholder to provide additional loans and
to extend the due dates of existing loans, which resulted in this shareholder
obtaining rights, preferences and privileges senior to those of other creditors
and our stockholders.    On May 15,
2002, this shareholder exercised his conversion rights with respect to
$2,039,245 in convertible promissory notes payable by the Company in
consideration for 15,686,502 shares of the restricted common stock of the
Company.  This shareholder has no obligation
to continue to fund our operating shortfalls and could stop doing so at any
time.  We may be required to provide
similar terms to other existing and potential new investors which could further
result in such investors obtaining rights, preferences or privileges senior to
those of other creditors and our stockholders.
This estimate is a
forward-looking statement that involves risks and uncertainties. The actual
time period may differ materially from that indicated as a result of a number
of factors so that we cannot assure you that our cash resources will be
sufficient for anticipated or unanticipated working capital and capital
expenditure requirements for this period. We have stated that we will need to
raise additional capital in the future to meet our operating and investing cash
requirements. Such
sources of financing could include capital infusions, additional equity
financing, or debt offerings. There can be no assurance that additional funding
will be available on acceptable terms, if at all, or that such funds, if
raised, would enable the Company to achieve and maintain profitable operations.
If we are not able to obtain sufficient additional funds from investors, we may
be unable to sustain our operations.  If we raise additional funds through the issuance of
securities, these securities may have rights, preferences or privileges senior
to those of our common stock, and our stockholders may experience additional
dilution to their equity ownership.
While we strongly believe
that sustainable profitability is achievable and we intend to continue our
strategy of increasing sales to more profitable clients while attempting to
reduce variable costs of sales and overhead, we have a history of losses, have
never been profitable, and may never achieve profitability.  Should we achieve profitability in any
period, we cannot be certain that we will sustain or increase such
profitability on a quarterly or annual basis.
From inception through
September 30, 2002, we generated net sales of only approximately $3,303,000 and
we incurred total expenses of approximately $11,680,000 during that same
period. We have incurred net losses each year since our inception. As of
September 30, 2002, we had an accumulated deficit of $9,422,242.  To date, we have funded our capital requirements and
our business operations primarily with funds provided from the sale of common
stock and from shareholder borrowings, supplemented by revenues from sales of
our services. From inception to September 30, 2002, the Company has received
approximately
$
5,173,000 from the sale of common stock and convertible
notes subsequently converted into common stock.
The
Independent Auditors' Report on our December 31, 2001 financial statements
includes an explanatory paragraph stating that the recurring losses incurred
from operations and a working capital deficiency raise substantial doubt about
our ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
We have a history of losses, have never been
profitable, and may never achieve profitability.
We have not achieved profitability, we expect to continue
to incur losses for the foreseeable future and we may never be profitable. If
we do achieve profitability in any period, we cannot be certain that we will
sustain or increase such profitability on a quarterly or annual basis.
Our limited operating history makes evaluating our
business and prospects difficult
.
We have a limited operating history on which you can base
an evaluation of our business and future prospects. You should carefully
consider our prospects in light of the risks and difficulties frequently
encountered by early stage companies in new and rapidly evolving markets. Our
success will depend in part upon our ability to implement and execute our
business and marketing strategy. There is a risk that we will not be able to
accomplish our objectives. Failure to achieve any of our objectives could
negatively affect our business, financial condition and results of operations.
The market for business-to-business electronic
commerce solutions is extremely competitive and we may not be able to compete
effectively.
Because
the business-to-business market place is highly competitive and has low
barriers to entry, we cannot assure you that we will be able to compete
effectively. We expect competition to intensify as current competitors expand
their product offerings and new competitors like us enter the market. We cannot
assure you that we will be able to compete successfully against current or
future competitors, or that competitive pressures we face will not harm our
business, operating results, or financial condition.
Many
of our competitors will have, and potential competitors may have, more
experience developing software and matching solutions, larger technical staffs,
larger customer bases, greater brand recognition, and greater financial and
other resources than we have. In addition, competitors may be able to develop
products and services that are superior to our products and services, that
achieve greater customer acceptance or that have significantly improved
functionality as compared to our existing and future products and services.
There is a risk that the business-to-business electronic commerce solutions
offered by our competitors now or in the future will be perceived as superior
to ours.
The Internet could become subject to regulations
that affect our business.
Our business segments,
both directly and indirectly, rely on the Internet and other electronic
communications gateways. We intend to expand our use of these gateways. To
date, the use of the Internet has been relatively free from regulatory
restraints. However, legislation, regulations, or interpretations may be
adopted in the future that constrain our own and our customers' abilities to
transact business through the Internet or other electronic communications
gateways. There is a risk that any additional regulation of the use of such
gateways could have a material adverse effect on our business, financial condition,
and operating results.
We depend on key personnel and will need to recruit
new personnel as we grow.
As we attempt to expand our customer base, we will need to
add additional key personnel as we continue to grow. If we cannot attract and
retain enough qualified and skilled staff, the growth of our business may be
limited. Our ability to provide services to clients and expand our business
depends, in part, on our ability to attract and retain staff with professional
experiences that are relevant to technology development and other functions we
perform. Competition for personnel with these skills is intense. Some technical
job categories are under conditions of severe shortage in the United States. In
addition, restrictive immigration quotas could prevent us from recruiting
skilled staff from outside the United States. We may not be able to recruit or
retain the caliber of staff required to carry out essential functions at the
pace necessary to sustain or expand our business.
We
believe our future success will depend in part on the continued employment and
performance of our senior management, our ability to retain and motivate our
officers and key employees, and our ability to identify, attract, hire, train,
retain, and motivate other            highly
skilled technical, managerial, marketing, and customer service  personnel.
If
we are not able to protect our proprietary technology, our ability to compete
effectively could be damaged
.
Despite
any precautions we may take, a third party may be able to copy or otherwise
obtain and use our software or other proprietary information without
authorization or develop similar software independently. We cannot assure you
that the steps we have taken or will take will prevent misappropriation of our
technology. Litigation may be necessary in the future to determine the validity
and scope of the proprietary rights of others, or defend against claims of
infringement or invalidity. This litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources,
either of which could harm our business.
Our
business could be adversely affected if we infringe intellectual property
rights of third parties.
Litigation
regarding intellectual property rights is common in the software and technology
industries. We have in the past received letters alleging that we are
infringing the intellectual property rights of AudioFax. We do not believe the
proprietary nature of the AudioFax software is critical to our current or
future market competiveness. Several providers of fax service software have
patent license agreements with AudioFax, and it is our understanding that our
use of these other fax software platforms would indemnify us from any
infringement of AudioFax patents. We currently plan to migrate to a fax
software platform that is compatible with current technology, has existing
license agreements with AudioFax, and will indemnify us from infringement of
AudioFax patents. This migration is subject to the Company's ability to obtain
the additional capital needed for the license fees for the other fax software
platforms. We may in the future be the subjects of claims for infringement,
invalidity, or indemnification claims based on such claims of other parties'
proprietary rights. These claims, with or without merit, could be time
consuming and costly to defend or litigate, divert our attention and resources,
or require us to enter into royalty or licensing agreements. There is a risk
that such licenses would not be available on reasonable terms, or at all.
Although we believe we have the ability to use our intellectual property to
operate, market, and license our existing products without incurring liability
to third parties, there is a risk that our products and services infringe the
intellectual property rights of third parties.
Our
products and technology depend on the continued availability of licensed
technology from third parties. The loss of such products and technology would
significantly and adversely affect our business.
We
license and will continue to license certain technology and software from third
parties. These licenses are integral to our business. If any of these
relationships were terminated or if any of these third parties were to cease
doing business, we would be forced to spend significant time and money to
replace the licensed software. We cannot assure you that we would be able to
replace these licenses. This could have a material adverse effect on our
business, financial condition, and operating results.
Acts
of terrorism, responses to acts of terrorism and acts of war may impact our
business and our ability to raise capital.
The
September 11, 2001 terrorist attacks in the United States are unprecedented
acts of international terrorism. We cannot predict the continued effect of
those acts on the economy of the United States or on the global economy. Future
acts of war or terrorism, national or international responses to such acts, and
measures taken to prevent such acts may harm our ability to raise capital or
our ability to operate.  In addition,
the threat of future terrorist acts or acts of war may have effects on the
general economy or on our business that are difficult to predict. We are not
insured against damage or interruption of our business caused by terrorist acts
or acts of war.
Our
current and future revenues are unpredictable and our quarterly operating
results may fluctuate significantly.
We have a limited operating history, and have generated
only limited revenues to date. We cannot forecast with any degree of certainty
the amount of revenue to be generated by any of our services. In addition, we
cannot predict the consistency of our quarterly operating results. Factors
which may cause our operating results to fluctuate significantly from quarter
to quarter include:
- our ability to attract new and repeat customers;
- our ability to keep current with the evolving requirements of our target
market;
- our ability to protect our proprietary technology;
- the ability of our competitors to offer new or enhanced products or services;
and
- unanticipated delays or cost increases with respect to research and
development.
Because of these and other factors, we believe that quarter-to-quarter
comparisons of our results of operations are not good indicators of our future
performance. If our operating results fall below the expectations of securities
analysts and investors in some future periods, then our stock price may
decline.
One shareholder owns a majority of our outstanding
common stock and is able to control our actions.
One shareholder and his wife own 18,351,502 shares, or
61%, of the outstanding shares of our common stock as of January 28, 2003.  These individuals have the ability to elect
our entire board of directors and to approve or disapprove all other matters
requiring the vote of shareholders.
Our officers and directors may be able to influence
stockholder actions.
Executive officers and directors, in the aggregate,
beneficially own approximately 4% of our outstanding voting stock. These
stockholders acting together may be able to significantly influence matters
requiring approval by our stockholders, including the election of directors,
and the approval of mergers or other business combination transactions in a
manner that could conflict with our other stockholders.
Our
Certificate of Incorporation limits director liability, thereby making it
difficult to bring any action against them for breach of fiduciary duty.
As permitted by California law, the Company's Certificate
of Incorporation limits the liability of directors to the Company or its
stockholders for monetary damages for breach of a director's fiduciary duty
except for liability in certain instances. As a result of the Company's charter
provision and California law, stockholders may have limited rights to recover
against directors for breach of fiduciary duty.
Penny stock regulations may impose certain
restrictions on marketability of our stock.
The Securities and Exchange Commission (the
"Commission) has adopted regulations which generally define a "penny
stock" to be any equity security that has a market price (as defined) of
less than $5.00 per share, subject to certain exceptions. As a result, our
Common Stock is subject to rules that impose additional sales practice requirements
on broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 with their spouse).
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require delivery, prior to the transaction, of a risk disclosure document
mandated by the Commission relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the broker-dealer
and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose
this fact and the broker-dealers presumed control over the market. Finally,
monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. Consequently, the "penny stock" rules may restrict the
ability of broker-dealers to sell the Company's securities and may affect the
ability of purchasers in this Offering to sell the Company's securities in the
secondary market and the price at which such purchasers can sell any such
securities.
We have never paid dividends on our common stock and
do not expect to pay any in the foreseeable future.
The Company has not paid any dividends on its Common Stock
since its inception and does not intend to pay dividends on its Common Stock in
the foreseeable future. Any earnings that the Company may realize in the foreseeable
future will be retained to finance the growth of the Company.
The number of shares eligible for future sale may
adversely affect the market for our common stock.
As of December 31, 2002, the Company had 29,981,487 shares
of its Common Stock issued and outstanding, approximately 27,000,000 of which
are "restricted securities". Rule 144 of the Commission provides, in
essence, that a person holding "restricted securities" for a period
of one year may sell only an amount every three months equal to the greater of
(a) one percent of the Company's issued and outstanding shares, or (b) the
average weekly volume of sales during the four calendar weeks preceding the
sale. The amount of "restricted securities" which a person who is not
an affiliate of the Company may sell is not so limited, since non-affiliates
may sell without volume limitation their shares held for two years if there is
adequate current public information available concerning the Company. In such
an event, "restricted securities" would be eligible for sale to the
public at an earlier date. The sale in the public market of such shares of
Common Stock may adversely affect prevailing market prices of the Common Stock.
Outstanding options could affect the market price of
our common stock.
As of December 31, 2002, there were outstanding stock
options to purchase an aggregate of 11,118,037 shares of Common Stock at
exercise prices ranging between of $0.17 per share and $2.50 per share.  The exercise of such outstanding options
will dilute the percentage ownership of the Company's stockholders, and any
sales in the public market of shares of Common Stock underlying such securities
may adversely affect prevailing market prices for the Common Stock. Moreover,
the terms upon which the Company will be able to obtain additional equity
capital may be adversely affected since the holders of such outstanding
securities can be expected to exercise their respective rights therein at a
time when the Company would, in all likelihood, be able to obtain any needed
capital on terms more favorable to the Company than those provided in such
securities.
Our stock price will fluctuate after this offering which
could result in substantial losses for investors
The market price for our common stock may fluctuate significantly in response
to a number of factors, some of which are beyond our control. These factors
include:
-
Quarterly variations in operating results;
-
Changes in financial estimates by securities
  analysts;
-
Announcements by us or our competitors of new
  products, significant contracts, acquisitions, or strategic relationships;
-
Disputes concerning our patents or proprietary
  rights;
-
Publicity
  about our company, our products, or our competitors;
-
Publicity
  regarding actual or potential medical results relating to products under
  development by us or our competitors;
-
Additions or departures of key personnel;
-
Any future sales of our common stock or other
  securities; and
-
Stock market price and volume fluctuations of
  publicly-traded companies.
These
and other external factors have caused and may continue to cause the market
price and demand for our common stock to fluctuate substantially, which may
limit or prevent investors from readily selling their shares of common stock
and may otherwise negatively affect the liquidity of our common stock.
In the past, securities class action litigation has often been brought against
companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it
could result in substantial costs and a diversion of our management's attention
and resources, which could hurt our business.
Trading in our common stock on the OTC Bulletin
Board may be limited thereby making it more difficult for investors to resell
their shares of our common stock
.
Our common stock trades on the OTC Bulletin Board. The OTC Bulletin Board is
not an exchange and, because trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on an exchange or
NASDAQ, you may have difficulty reselling any of the shares that you purchase
from the selling shareholders.
Some of the information in this prospectus contains
forward-looking statements
Some of the information in this prospectus contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may", "will",
"expect", "intend", "anticipate",
"believe", "estimate" and "continue" or similar
words. You should read statements that contain these words carefully because
they discuss our expectations about our future performance, contain projections
of our future operating results or of our future financial condition, or state
other "forward-looking" information.
We believe it is important to communicate our expectations to our stockholders.
There may be events in the future, however, that we are not able to predict
accurately or over which we have no control. The risk factors listed in this
section, as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results
to differ materially from the expectations we describe in our forward-looking
statements. Before you invest in our common stock, you should be aware that the
occurrence of any of the events described in these risk factors and elsewhere
in this prospectus could have a material and adverse effect on our business,
results of operations and financial condition and that upon the occurrence of
any of these events, the trading price of our common stock could decline and
you could lose all or part of your investment.
Our common  shareholders may
experience substantial dilution
The sale of a substantial number of shares of our common stock in the public
market, or the prospect of such sales, could materially and adversely affect
the market price of our common stock. We are authorized to issue up to
90,000,000 shares of common stock. To the extent of such authorization, our
Board of Directors will have the ability, without seeking stockholder approval,
to issue additional shares of common stock in the future for such consideration
as our Board of Directors may consider sufficient. The issuance of additional
common stock in the future will reduce the proportionate ownership and voting
power of our common stock held by existing stockholders. Sales in the public
market of substantial amounts of our common stock, including sales of common
stock issuable upon exercise of options and warrants, could depress prevailing
market prices for our common stock. Even the perception that such sales could
occur might impact market prices for the common stock. The existence of
outstanding options and warrants may prove to hinder our future equity
financings.
USE OF PROCEEDS
We will not receive any proceeds from the sale of stock by the selling
stockholders.  All sales proceeds will
be received by the selling stockholders
SELLING STOCKHOLDERS
The selling stockholders acquired or will acquire beneficial ownership of all
shares to be registered under this reoffer prospectus through stock options
granted by us. The following table shows the names of the selling stockholders,
the number of shares of common stock beneficially owned by such stockholder as
of January 29, 2003, and the number of shares of common stock that he may sell
from time to time under this reoffer prospectus.
We may amend or supplement this reoffer prospectus from time to time in the
future to update or change this list of selling stockholders and shares which
may be resold.
Number of Shares
Number of
Number of
Percentage of Shares
Beneficially Owned (1)
Shares
Shares
Beneficially Owned (3)
Selling
Before
After
Subject to
to be
Before
After
Stockholders
Offering
Offering
Options (2)
Offered
Offering
Offering
--------------
--------------
--------------
--------------
--------------
----------
----------
K. Mason Conner
(4)
1,314,132
-
2,385,332
1,314,132
1.8%
-
Robert Daniels
(4)
624,667
-
1,131,667
624,667
0.9%
-
H. Jay Hill
(4)
363,534
-
951,999
363,534
0.5%
-
Michael Richard
(4)
281,667
-
537,500
281,667
0.4%
-
J. Thomas Zender
(4)
740,034
240,000
1,274,499
500,034
1.0%
0.4%
Michael T. Cronin
(5)
555,555
-
555,555
555,555
0.8%
-
Tim Dales
(6)
2,385,000
2,065,000
-
320,000
3.3%
2.9%
Paul Allen
(6)
350,000
-
-
350,000
0.5%
-
James R. Spoerl
(6)
109,091
-
-
109,091
0.2%
-
(1)        Represents shares owned beneficially by
the named individual, including shares that such individual has the right to
acquire within 60 days of January 29, 2003 otherwise noted, all persons
referred to above have sole voting and sole investment power.
(2)        Includes shares of our common
stock underlying options granted to the selling stockholders whether or not
exercisable as of, or within 60 days of, January 29, 2003.
(3)        Based on 29,981,487 shares
outstanding as of January 29, 2003.
(4)        Officers and directors of
VillageEDOCS.
(5)        Represents options issued for legal
services
(6)        Represents shares issued for consulting
and advisory services
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees, assignees,
transferees, may sell any or all of the shares of common stock for value from
time to time under this reoffer prospectus in one or more transactions on the
Over-the-Counter Bulletin Board or any stock exchange, market or trading
facility on which the common stock is traded, in a negotiated transaction or in
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. The
selling stockholders may use any one or more of the following methods when
selling shares:
-
ordinary brokerage transactions and transactions in
  which the broker-dealer solicits purchasers;
-
block trades in which the broker-dealer will attempt to
  sell the shares as agent but may position and resell a portion of the block
  as principal to facilitate the transaction;
-
purchases by a broker-dealer as principal and resale by
  the broker-dealer for its account;
-
an exchange distribution in accordance with the rules of
  the applicable exchange;
-
privately negotiated transactions;
-
underwritten offerings;
-
short sales;
-
agreements by the broker-dealer and a selling
  stockholder to sell a specified number of such shares at a stipulated price
  per share;
-
a combination of any such methods of sale; and
-
any other method permitted by applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to us in certain circumstances rather than under this reoffer
prospectus.
Unless otherwise prohibited, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions in connection with distributions of the shares or otherwise. In
such transactions, broker- dealers or financial institutions may engage in
short sales of the shares in the course of hedging the position they assume
with a selling stockholder. The selling stockholders may also engage in short
sales, puts and calls, forward- exchange contracts, collars and other transactions
in our securities or derivatives of our securities and may sell or deliver
shares in connection with these trades. If a selling stockholder sells shares
short, he or she may redeliver the shares to close out such short positions.
The selling stockholders may also enter into option or other transactions with
broker-dealers or financial institutions which require the delivery to the
broker-dealer or the financial institution of the shares. The broker-dealer or
financial institution may then resell or otherwise transfer such shares
pursuant to this reoffer prospectus. In addition, the selling stockholder may
loan his or her shares to broker-dealers or financial institutions who are
counterparties to hedging transactions and the broker-dealers, financial
institutions or counterparties may sell the borrowed shares into the public
market. A selling stockholder may also pledge shares to his or her brokers or
financial institutions and under the margin loan the broker or financial
institution may, from time to time, offer and sell the pledged shares. To our
knowledge, no selling stockholder has entered into any agreements,
understandings or arrangements with any underwriters, broker-dealers or
financial institutions regarding the sale of his or her shares other than
ordinary course brokerage arrangements, nor are we aware of any underwriter or
coordinating broker acting in connection with the proposed sale of shares by a
selling stockholder.
The selling stockholders and any broker-dealers that participate in the
distribution of the common stock may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and any profit on the resale of the common stock sold by them
may be deemed to be underwriting discounts and commissions under the Securities
Act. All selling and other expenses incurred by the selling stockholders will
be borne by the selling stockholders.
There is no
assurance that the selling stockholders will sell all or any portion of the
shares of common stock offered.
We will pay all expenses in connection with this offering and will not receive
any proceeds from sales of any common stock by the selling stockholders.
LEGAL MATTERS
The validity of the issuance of the common stock offered hereby will be passed
upon for us by Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., of
Clearwater, FL.  Michael T. Cronin of
this firm has been issued options to acquire 555,555 shares of the Registrant's
common stock at $0.18 per share for general corporate services.  All of the shares underlying these options
are registered under the Form S-8 as part of the 2002 Equity Incentive Plan.
EXPERTS
The balance sheet at December 31, 2001, and the statements of operations
and cash flows for the two years then ended, incorporated by reference in this
prospectus have been audited by Corbin & Wertz LLP, independent certified
public accountants, to the extent and for the periods set forth in their
report, which contains an explanatory paragraph regarding our ability to
continue as a going concern, incorporated by reference herein, and are
incorporated by reference in reliance upon such report given upon the authority
of said firm as experts in auditing and accounting.
INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Our Articles of Incorporation ("Articles") include provisions to
eliminate the personal liability of our directors to the fullest extent
permitted by Section 204(a)(10) under the General Corporation Law of California
(the "California Law"). Our Articles also include provisions that
authorize us to indemnify its directors and officers to the fullest extent
permitted by Sections 204 and 317 of the California Law. Our Bylaws also
provide us with the authority to indemnify its other officers, employees and
other agents as set forth in the California Law. Pursuant to Sections 204 and
317 of the California Law, a corporation generally has the power to indemnify
its present and former directors, officers, employees and agents against
expenses incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in such positions so
long as they acted in good faith and in a manner they reasonably believed to be
in the best interests of the corporation, and with respect to a manner they
reasonably believed to be in the best interests of the corporation, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful.
A
corporation may not eliminate liability: (i) for acts or omissions involving
intentional misconduct or knowing and culpable violations of law; (ii) for acts
or omissions that the individual believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good
faith on the part of the individual; (iii) for any transaction from which the
individual derived an improper personal benefit; (iv) for acts or omissions
involving a reckless disregard for the individual's duty to the corporation or
its shareholders when the individual was aware or should have been aware of a
risk of serious injury to the corporation or its shareholders; (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to
any abdication of the individual's duty to the corporation or its shareholders;
or (vii) for improper distribution to shareholders and loans to directors and
officers. Also, a corporation may not eliminate liability for any act or
omission occurring prior to the date on which the corporation authorizes
indemnification of its directors, officers, employees and agents.
We have entered into agreements with our directors and executive officers that
require us to indemnify such persons against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or officer or any of its
affiliated enterprises, provided such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to our best
interests and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
The above discussion of our Articles of Incorporation and
the General Corporation Law of California is only a summary and is qualified in
its entirety by the full text of each of the foregoing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-8. This prospectus, which is a part of the registration
statement, does not contain all of the information included in the registration
statement. Some information is omitted, and you should refer to the
registration statement and its exhibits. With respect to references made in
this prospectus to any contract, agreement or other document of ours, such
references are not necessarily complete and you should refer to the exhibits
attached to the Registration Statement for copies of the actual contract,
agreement or other document. You may review a copy of the Registration
Statement, including exhibits, at the Securities and Exchange Commission's
public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 or Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The public may obtain information on the operation of the
public reference room by calling the Securities and Exchange Commission at
1-800- SEC-0330. We will also file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information on file at
the public reference rooms. You can also request copies of these documents, for
a copying fee, by writing to the Securities and Exchange Commission. Our
Securities and Exchange Commission filings and the registration statement can
also be reviewed by accessing the Securities and Exchange Commission's Internet
site at http://www.sec.gov, which contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission. You should rely only on the
information provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different information. We are
not making an offer to sell, nor soliciting an offer to buy, these securities
in any jurisdiction where that would not be permitted or legal. Neither the delivery
of this prospectus nor any sales made hereunder after the date of this
prospectus shall create an implication that the information contained herein or
our affairs have not changed since the date hereof.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The  following  documents  that we
filed  with the SEC are  incorporated herein by reference:
(a)        The Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 2001.
(b)        The Registrant's Quarterly Reports on Form 10-QSB for the nine
months ended September 30, 2002.
(c)        All documents subsequently filed by the
Registrant pursuant to Section 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 a part hereof from the date of filing of such
documents.
We
will provide without charge to each person, including any beneficial owner, to
whom a copy of this reoffer prospectus is delivered a copy of any or all
documents incorporated by reference into this reoffer prospectus except the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents. You may request copies by writing Mr. Michael
Richard at mrichard@villageedocs.com or calling (714) 734-1030.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents filed by the
Registrant with the Commission are incorporated by reference:
(a)        The
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2001.
(b)        The
Registrant's Quarterly Reports on Form 10-QSB for the months ended September
30, 2002.
(c)        All
documents subsequently filed by the Registrant pursuant to Section 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 a part
hereof from the date of filing of such documents.
Item 4.
Description of Securities.
Not Applicable
Item 5.
Interest of Named Experts and Counsel.
Michael T. Cronin, Esq., of the law firm of Johnson,
Blakely, Pope, Bokor, Ruppel & Burns, P.A., has provided legal services and
advice to the Company in connection with a variety of corporate and securities
matters, including the registrant's compliance with the periodic reporting
requirements of the Securities Exchange Act of 1934, and general legal
consulting and advice on a variety of matters. 
This Registration Statement and the prospectus that is a part of this
Registration Statement registers 555,000 shares of our common stock underlying
options exercisable at $0.18 per share issued and delivered to Mr. Cronin prior
to the date this Registration Statement was filed with the Commission.  Such shares were issued to Mr. Cronin as
partial compensation for his services rendered before the date of this
Registration Statement.  Neither Mr.
Cronin nor his law firm have been employed on a contingent basis at anytime.
Item 6.
Indemnification of
Directors and Officers
.
In
accordance with Section 317 of the California General Corporations Law, our
Articles of Incorporation eliminate the liability of each of our directors for
monetary damages to the fullest extent permissible under California law.
Section 317 of the California
General Corporations Law authorizes a court to award, or a corporation's board
of directors to grant, indemnity to directors and officers who are parties or
are threatened to be made parties to any proceeding (with certain exceptions)
by reason of the fact that the person is or was an agent of the corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation. Section 204 of the law provides that this
limitation on liability has no effect on a director's liability (a) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (b) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (c) for any
transaction from which a director derived an improper personal benefit, (d) for
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (e) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (f) under Section 310 of the law (concerning
contracts or transactions between the corporation and a director), or (g) under
Section 316 of the law (directors' liability for improper dividends, loans and
guarantees). Section 317 does not extend to acts or omissions of a director in
his capacity as an officer. Further, Section 317 has no effect on claims
arising under federal or state securities laws and does not affect the availability
of injunctions and other equitable remedies available to our shareholders for
any violation of a director's fiduciary duty to us or our shareholders.
Insofar as indemnification for liabilities may be
invoked to disclaim liability for damages arising under the Securities Act of
1933, as amended, or the Securities Act of 1934, (collectively, the
"Acts") as amended, it is the position of the Commission that such
indemnification is against public policy as expressed in the Acts and are therefore,
unenforceable.
Item 7.
Exemption from Registration Claim.
The shares to be issued, to Tim
Dales, Paul Allen, and James R. Spoerl, who are current or former consultants
to the Registrant deemed to be sophisticated with respect to an investment in
the Registrant, will be issued in reliance upon the exemption from registration
contained in Section 4(2) of the Securities Act of 1933.  No underwriters were used.
Item 8.
Exhibits
.
4.1
Form of 2002 Equity Incentive Plan
1
4.2
Form of 1997 Stock Option Plan
2
4.3
Form of Incentive Stock Option Agreement pursuant
  to 1997 Stock Option Plan
3
4.4
Form of Stock Option Agreement
4
4.5
Form of Non-statutory Stock Option Agreement
5
4.6
Form of Employee Stock
  Option pursuant to 2002 Equity Incentive Plan
6
4.7
Consulting Services Agreement dated October 28,
  2002 by and between the Company and Tim Dales
7
4.8
Consulting and Other Services agreement dated
  January 28, 2003 by and between the Company and Paul Allen*
4.9
Debt settlement agreement dated January 28, 2003
  by and between the Company and James R. Spoerl*
5
Opinion re legality*
23.1
Consent of Independent Auditors*
23.2
Consent of Legal Counsel
  (included as part of Exhibit 5)*
1
Filed as Exhibit 4.1 to
  the Registrant's Quarterly Report on Form 10-QSB filed with the Commission on
  May 15, 2002.
2
Filed as Exhibit 10.9 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.
3
Filed as Exhibit 10.10 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.
4
Filed as Exhibit 10.11 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.
5
Filed as Exhibit 10.12 to
  the Registrant's Registration Statement on Form 10-SB filed with the
  Commission on August 29, 2000.
6
Filed as Exhibit 4.2 to
  the Registrant's Quarterly Report on Form 10-QSB filed with the Commission on
  May 15, 2002.
7
Filed as Exhibit 10.2 to
  the Registrant's Quarterly Report of Form 10-QSB filed with the Commission on
  November 14, 2002.
*
Filed herewith
Item 9.
Undertakings
.
A.
Undertakings
Relating to Delayed or Continuous Offerings of Securities
.
(1)        The
Registrant hereby undertakes to file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2)        The
Registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3)        The
Registrant hereby undertakes to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B.
Undertaking Relating to the Incorporation of Certain
Documents by Reference
.
The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(b) 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.
C.         Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities 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, on January 29, 2003.
VillageEDOCS
By:
/s/ K. Mason Conner
K.
Mason Conner
Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/
  K. Mason Conner
January
  29, 2003
------------------------------------
----------------------------------
K. Mason Conner
Director,
Chief Executive Officer
/s/ Michael A. Richard
January
  29, 2003
------------------------------------
----------------------------------
Michael A. Richard
V.P. Controller
Principal Accounting
  Officer
/s/ J. Thomas Zender
January
  27, 2003
------------------------------------
----------------------------------
J. Thomas Zender
Director,
Chairman of the Board
/s/ H. Jay Hill
January
  27, 2003
------------------------------------
----------------------------------
H. Jay Hill
Director
EXHIBIT INDEX
Exhibit
Number
Title
4.1
Form of 2002 Equity Incentive Plan
**
4.2
Form of 1997 Stock Option Plan
**
4.3
Form of Incentive Stock Option Agreement pursuant
  to 1997 Stock Option Plan
**
4.4
Form of Stock Option Agreement
**
4.5
Form of Non-statutory Stock Option Agreement
**
4.6
Form of Employee Stock Option pursuant to 2002
  Equity Incentive Plan
**
4.7
Consulting Services Agreement dated October 28,
  2002 by and between the Company and Tim Dales
7
4.8
Consulting and Other Services agreement dated January
  28, 2003 by and between the Company and Paul Allen*
4.9
Debt settlement agreement dated January 28, 2003
  by and between the Company and James R. Spoerl*
5
Opinion re legality*
23.1
Consent of Independent Auditors*
23.2
Consent of Legal Counsel
  (included as part of Exhibit 5)*
*
Filed herewith
**
Filed previously.  See Part II, Item 8 above