As filed with the Securities and Exchange Commission on March 29, 2005,
                           Registration No. _________

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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------


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


                       POWERHOUSE TECHNOLOGIES GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                                94-3334052
            ----------------                        -------------------
            (State or Other                          (I.R.S. Employer
            Jurisdiction of                         Identification No.)
            Incorporation or
             Organization)

        555 Twin Dolphin Drive, Suite 650, Redwood City, California 94065
        -----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             Consultant Agreement
                           (Full Title of the Plan)


                                   Jay Elliot
                             Chief Executive Officer
                        555 Twin Dolphin Drive, Suite 650
                         Redwood City, California 94065
               (650) 232-2600 (Name, Address, including Zip Code,
                      and Telephone Number, including Area
                           Code, of Agent For Service)
                                   Copies to:
                             Gerald A. Eppner, Esq.
                        Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                            New York, New York 10281
                                 (212) 504-6000


                         -------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

  Title of each
     class of                          Proposed maximum     Proposed maximum         Amount of
 securities to be      Amount to be     offering price          aggregate          registration
    registered         registered(1)     per Share(2)       offering price(2)         fee(2)
---------------------------------------------------------------------------------------------

<S>                    <C>             <C>                  <C>                    <C>
Common Stock, par
par value $0.0001
per share...........   300,000         $1.36                $408,000               $48.02
===========================================================================================

</TABLE>

(1)   Constitutes the aggregate number of shares to be granted to consultants
      pursuant to the form of Consultant Agreement, which is attached as Exhibit
      4.3 to this Form S-8, for services that are not in connection with the
      offer or sale of securities in capital-raising transactions, and do not
      directly or indirectly promote or maintain a market for the Registrant's
      securities.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) of the Securities Act of 1933, as amended. Price
      is based upon the average of the high and low prices per share of the
      Registrant's common stock reported on March 21, 2005.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Item 1. Plan Information

      The documents containing the information specified in this Part I will be
sent or given to various individuals who perform consulting services on behalf
of the registrant pursuant to the Form of Consultant Agreement, which is
attached as Exhibit 4.3 to this Form S-8, as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

      Item 2. Registration Information and Employee Plan Annual Information

      The documents containing the information specified in this Item 2 will be
without charge delivered, sent or given to employees, officers, directors,
consultants or others as specified by Rule 428(b)(1) of the Securities Act. In
accordance with the rules and regulations of the Securities and Exchange
Commission ("SEC") and the instructions to Form S-8, such documents are not
being filed with the SEC either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. Requests should be directed to David Wells, by writing to PowerHouse
Technologies Group, Inc., 555 Twin Dolphin Drive, Suite 650, Redwood City,
California 94065 or by calling (650) 232-2600.

                                      -2-
<PAGE>


                                      PART II


                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents By Reference.

      The following documents, as filed with the SEC by the Registrant are
incorporated herein by reference:

      (1)  Annual Report on Form 10-K for the year ended March 31, 2004 and all
           amendments thereto.

      (2)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004,
           Quarterly Report on Form 10-QSB for the quarter ended September 30,
           2004, Quarterly Report on Form 10-QSB for the quarter ended December
           31, 2004, and all amendments to the foregoing reports.

      (3)  Current Report on Form 8-K dated July 6, 2004, Current Report on
           Form 8-K dated September 30, 2004, Current Report on Form 8-K dated
           November 16, 2004 and Current Report on Form 8-K dated March 22,
           2005 and all amendments to the foregoing reports.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

      Item 4. Description of Securities.

      The securities to be registered are shares of the Registrant's common
stock, $0.0001 par value per share (the "Common Stock"). Each holder of Common
Stock is entitled to one vote for each share owned of record on all matters
voted upon by the stockholders. In the event of a liquidation, dissolution or
winding-up of the Registrant, the holders of Common Stock are entitled to share
equally and ratably in the assets of the Company, if any are remaining after the
payment of all debts and liabilities of the Registrant and the liquidation
preference of any outstanding preferred stock. The holders of the Common Stock
have no preemptive rights or cumulative voting rights and there are no
redemption, sinking fund or conversion provisions applicable to the Common
Stock. Holders of the Common Stock are entitled to receive dividends if, as and
when declared by the Board of Directors of the Registrant, out of funds legally
available for such purpose, subject to the dividend and liquidation rights of
any preferred

                                      -3-
<PAGE>

stock that may be issued. Payment of dividends are restricted by the terms of
the Registrant's outstanding preferred stock.

      Item 5. Interests of Named Experts and Counsel.

      Not applicable.

      Item 6. Indemnification of Directors and Officers.

      Reference is made to Section 145 of the Delaware General Corporation Law
("DGCL") which provides for indemnification of directors and officers in certain
circumstances.

      Article Six of the Registrant's certificate of incorporation authorizes
the Registrant to provide indemnification to its officers, directors, and other
agents for breach of duty to the Registrant and its stockholders through bylaw
provisions or through agreements with its officers, directors, or agents, or
both, to the fullest extent permitted under Section 145 of the DGCL, including
subsection (f) thereof, subject only to any limits on such excess
indemnification which may be provided in the DGCL.

      The Registrant's amended and restated certificate of incorporation is
filed as Exhibit 3.1 to the Registrant's annual report on Form 10-K for the year
ended March 31, 2004, which was filed with the SEC on July 14, 2004.

      Item 7. Exemption of Registration Claimed.

      Not Applicable.

                                      -4-
<PAGE>

      Item 8.  Exhibits


      Exhibit No.       Description
      -----------       -----------

      4.1               Registrant's Articles of Incorporation as amended,
                        hereby incorporated by reference from the Registrant's
                        Registration Statement on Form SB-2 (Registration
                        Statement No. 333-118242), as filed with the SEC on
                        August 13, 2004.

      4.2               Registrant's Bylaws, hereby incorporated by reference
                        from the Registrant's Annual Report on Form 10-KSB, as
                        filed with the SEC on July 14, 2004.

      4.3               Form of Consultant Agreement.

      5.1               Opinion of Cadwalader, Wickersham & Taft LLP

      23.1              Consent of Cadwalader, Wickersham & Taft LLP (included
                        in Exhibit 5.1)

      23.2              Consent of Hein & Associates, LLP

      Item 9.           Undertakings


      The undersigned registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

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


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

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

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished

                                      -5-
<PAGE>

to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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


                                      -6-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirement of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Redwood City, California on March 29, 2005.


                                POWERHOUSE TECHNOLOGIES GROUP, INC.



                                By:  /s/ Jay Elliot
                                     -------------------------------------------
                                     Jay Elliot
                                     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/ Jay Elliot             Chief Executive Officer      March 29, 2005
        --------------
          Jay Elliot


      /s/ Manijeh Moghis           Chief Operating Officer      March 29, 2005
      ------------------
        Manijeh Moghis


     /s/ Gregory Duffell                   Director             March 29, 2005
     -------------------
       Gregory Duffell


     /s/ Robin Hutchison                   Director             March 29, 2005
     -------------------
       Robin Hutchison


       /s/ David Wells             Vice President, Finance      March 29, 2005
       ---------------
         David Wells                      Operations


                                      -7-
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.      Description
-----------      -----------

      4.1        Registrant's Articles of Incorporation as amended, hereby
                 incorporated by reference from the Registrant's Registration
                 Statement on Form SB-2 (Registration Statement No. 333-118242),
                 as filed with the SEC on August 13, 2004.

      4.2        Registrant's Bylaws, hereby incorporated by reference from the
                 Registrant's Annual Report on Form 10-KSB, as filed with the
                 SEC on July 14, 2004.

      4.3        Form of Consultant Agreement.

      5.1        Opinion of Cadwalader, Wickersham & Taft LLP

      23.1       Consent of Cadwalader, Wickersham & Taft LLP (included in
                 Exhibit 5.1)

      23.2       Consent of Hein & Associates, LLP
[{"type": "S-8", "sequence": "1", "filename": "pw706258-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16142}]
{"company-data": {"conformed-name": "POWERHOUSE TECHNOLOGIES GROUP INC", "cik": "0001006762", "assigned-sic": "7372", "irs-number": "943334052", "state-of-incorporation": "DE", "fiscal-year-end": "0401"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123645", "film-number": "05709691"}, "business-address": {"street1": "2694 BISHOP DRIVE", "street2": "SUITE 270", "city": "SAN RAMON", "state": "CA", "zip": "94583", "phone": "9253281100"}, "former-company": [{"former-conformed-name": "AGATE TECHNOLOGIES INC DE", "date-changed": "19990709"}, {"former-conformed-name": "ARCA CORP", "date-changed": "19960401"}]}
As filed with the Securities and Exchange Commission on March 29, 2005,
                           Registration No. _________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------

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

                       POWERHOUSE TECHNOLOGIES GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                94-3334052
            ----------------                        -------------------
            (State or Other                          (I.R.S. Employer
            Jurisdiction of                         Identification No.)
            Incorporation or
             Organization)

        555 Twin Dolphin Drive, Suite 650, Redwood City, California 94065
        -----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             Consultant Agreement
                           (Full Title of the Plan)

                                   Jay Elliot
                             Chief Executive Officer
                        555 Twin Dolphin Drive, Suite 650
                         Redwood City, California 94065
               (650) 232-2600 (Name, Address, including Zip Code,
                      and Telephone Number, including Area
                           Code, of Agent For Service)
                                   Copies to:
                             Gerald A. Eppner, Esq.
                        Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                            New York, New York 10281
                                 (212) 504-6000

                         -------------------------------
                         CALCULATION OF REGISTRATION FEE
===========================================================================================

  Title of each
     class of                          Proposed maximum     Proposed maximum         Amount of
 securities to be      Amount to be     offering price          aggregate          registration
    registered         registered(1)     per Share(2)       offering price(2)         fee(2)
---------------------------------------------------------------------------------------------
Common Stock, par
par value $0.0001
per share...........   300,000         $1.36                $408,000               $48.02
===========================================================================================
(1)   Constitutes the aggregate number of shares to be granted to consultants
      pursuant to the form of Consultant Agreement, which is attached as Exhibit
      4.3 to this Form S-8, for services that are not in connection with the
      offer or sale of securities in capital-raising transactions, and do not
      directly or indirectly promote or maintain a market for the Registrant's
      securities.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) of the Securities Act of 1933, as amended. Price
      is based upon the average of the high and low prices per share of the
      Registrant's common stock reported on March 21, 2005.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Item 1. Plan Information

      The documents containing the information specified in this Part I will be
sent or given to various individuals who perform consulting services on behalf
of the registrant pursuant to the Form of Consultant Agreement, which is
attached as Exhibit 4.3 to this Form S-8, as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

      Item 2. Registration Information and Employee Plan Annual Information

      The documents containing the information specified in this Item 2 will be
without charge delivered, sent or given to employees, officers, directors,
consultants or others as specified by Rule 428(b)(1) of the Securities Act. In
accordance with the rules and regulations of the Securities and Exchange
Commission ("SEC") and the instructions to Form S-8, such documents are not
being filed with the SEC either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. Requests should be directed to David Wells, by writing to PowerHouse
Technologies Group, Inc., 555 Twin Dolphin Drive, Suite 650, Redwood City,
California 94065 or by calling (650) 232-2600.

                                      -2-
PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents By Reference.

      The following documents, as filed with the SEC by the Registrant are
incorporated herein by reference:

      (1)  Annual Report on Form 10-K for the year ended March 31, 2004 and all
           amendments thereto.

      (2)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004,
           Quarterly Report on Form 10-QSB for the quarter ended September 30,
           2004, Quarterly Report on Form 10-QSB for the quarter ended December
           31, 2004, and all amendments to the foregoing reports.

      (3)  Current Report on Form 8-K dated July 6, 2004, Current Report on
           Form 8-K dated September 30, 2004, Current Report on Form 8-K dated
           November 16, 2004 and Current Report on Form 8-K dated March 22,
           2005 and all amendments to the foregoing reports.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

      Item 4. Description of Securities.

      The securities to be registered are shares of the Registrant's common
stock, $0.0001 par value per share (the "Common Stock"). Each holder of Common
Stock is entitled to one vote for each share owned of record on all matters
voted upon by the stockholders. In the event of a liquidation, dissolution or
winding-up of the Registrant, the holders of Common Stock are entitled to share
equally and ratably in the assets of the Company, if any are remaining after the
payment of all debts and liabilities of the Registrant and the liquidation
preference of any outstanding preferred stock. The holders of the Common Stock
have no preemptive rights or cumulative voting rights and there are no
redemption, sinking fund or conversion provisions applicable to the Common
Stock. Holders of the Common Stock are entitled to receive dividends if, as and
when declared by the Board of Directors of the Registrant, out of funds legally
available for such purpose, subject to the dividend and liquidation rights of
any preferred

                                      -3-
stock that may be issued. Payment of dividends are restricted by the terms of
the Registrant's outstanding preferred stock.

      Item 5. Interests of Named Experts and Counsel.

      Not applicable.

      Item 6. Indemnification of Directors and Officers.

      Reference is made to Section 145 of the Delaware General Corporation Law
("DGCL") which provides for indemnification of directors and officers in certain
circumstances.

      Article Six of the Registrant's certificate of incorporation authorizes
the Registrant to provide indemnification to its officers, directors, and other
agents for breach of duty to the Registrant and its stockholders through bylaw
provisions or through agreements with its officers, directors, or agents, or
both, to the fullest extent permitted under Section 145 of the DGCL, including
subsection (f) thereof, subject only to any limits on such excess
indemnification which may be provided in the DGCL.

      The Registrant's amended and restated certificate of incorporation is
filed as Exhibit 3.1 to the Registrant's annual report on Form 10-K for the year
ended March 31, 2004, which was filed with the SEC on July 14, 2004.

      Item 7. Exemption of Registration Claimed.

      Not Applicable.

                                      -4-
Item 8.  Exhibits

      Exhibit No.       Description
      -----------       -----------

      4.1               Registrant's Articles of Incorporation as amended,
                        hereby incorporated by reference from the Registrant's
                        Registration Statement on Form SB-2 (Registration
                        Statement No. 333-118242), as filed with the SEC on
                        August 13, 2004.

      4.2               Registrant's Bylaws, hereby incorporated by reference
                        from the Registrant's Annual Report on Form 10-KSB, as
                        filed with the SEC on July 14, 2004.

      4.3               Form of Consultant Agreement.

      5.1               Opinion of Cadwalader, Wickersham & Taft LLP

      23.1              Consent of Cadwalader, Wickersham & Taft LLP (included
                        in Exhibit 5.1)

      23.2              Consent of Hein & Associates, LLP

      Item 9.           Undertakings

      The undersigned registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

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

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

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

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished

                                      -5-
to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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

                                      -6-
SIGNATURES

      Pursuant to the requirement of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Redwood City, California on March 29, 2005.

                                POWERHOUSE TECHNOLOGIES GROUP, INC.

                                By:  /s/ Jay Elliot
                                     -------------------------------------------
                                     Jay Elliot
                                     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/ Jay Elliot             Chief Executive Officer      March 29, 2005
        --------------
          Jay Elliot

      /s/ Manijeh Moghis           Chief Operating Officer      March 29, 2005
      ------------------
        Manijeh Moghis

     /s/ Gregory Duffell                   Director             March 29, 2005
     -------------------
       Gregory Duffell

     /s/ Robin Hutchison                   Director             March 29, 2005
     -------------------
       Robin Hutchison

       /s/ David Wells             Vice President, Finance      March 29, 2005
       ---------------
         David Wells                      Operations

                                      -7-
EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

      4.1        Registrant's Articles of Incorporation as amended, hereby
                 incorporated by reference from the Registrant's Registration
                 Statement on Form SB-2 (Registration Statement No. 333-118242),
                 as filed with the SEC on August 13, 2004.

      4.2        Registrant's Bylaws, hereby incorporated by reference from the
                 Registrant's Annual Report on Form 10-KSB, as filed with the
                 SEC on July 14, 2004.

      4.3        Form of Consultant Agreement.

      5.1        Opinion of Cadwalader, Wickersham & Taft LLP

      23.1       Consent of Cadwalader, Wickersham & Taft LLP (included in
                 Exhibit 5.1)

      23.2       Consent of Hein & Associates, LLP