As filed with the Securities and Exchange
Commission on August 23, 2000.                             Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                MINDFULEYE, INC.
                            (formerly RABATCO, INC.)
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Nevada                                         87-0616344
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or organization)

                                 Mindfuleye Inc.
                            (formerly Rabatco, Inc.)
                          114 W. Magnolia Suite 400-117
                               Bellingham WA 98225
             ------------------------------------------------------
                    (Address of Principal Executive Offices)


                             2000 Stock Option Plan
             ------------------------------------------------------
                           (Full titles of the plans)


                     The Corporation Trust Company of Nevada
                            6100 Neil Road Suite 500
                                Reno Nevada 89511
             ------------------------------------------------------
                     (Name and address of agent for service)

                                 (775) 688-3061
             ------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to    Proposed Maximum Offering Price    Proposed Maximum Aggregate      Amount of
Securities to be Registered(1)    be Registered             Per Share                     Offering Price         Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                            <C>                     <C>
Common Shares not subject to        1,185,000                $3.25(2)                       $3,851,250              $1,017(2)
outstanding options under the
2000 Stock Option Plan.
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to            1,815,000                 $3.50                         $6,632,500                $1,677
outstanding options under the
2000 Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------------
Total:                              3,000,000                                                                         $2,694
                                  Common Shares
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Shares, par value $0.001 per share,  offered by the Company pursuant
     to the  options  or rights  registered  hereunder  and more fully set forth
     below.
(2)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on August 16, 2000, as
     quoted on the NASD  Over-The-Counter  Bulletin  Board,  which was $3.25 per
     share.

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

<PAGE>



This  registration  statement on Form S-8  registers  common  shares,  par value
$0.001 per share, of Mindfuleye,  Inc., a Nevada  corporation (the "Registrant")
to be issued  pursuant to the  exercise of options or rights  granted  under the
Registrant's 2000 Stock Option Plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Exchange Act, filed on April 4, 2000, as amended on June 2,
2000.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registration
Statement incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  Registration Statement on Form 10-SB filed with the Securities and
Exchange  Commission  on April 4, 2000,  including any amendment or report filed
for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  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  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

Our Bylaws require us to indemnify to the fullest  extent  permitted by law each
person that is empowered  by law to  indemnify.  Our  Articles of  Incorporation
require us to indemnify  to the fullest  extent  permitted  by Nevada law,  each
person that we have the power to indemnify.

Nevada law permits a corporation,  under specified  circumstances,  to indemnify
its  directors,  officers,  employees  or  agents  against  expenses  (including
attorney's fees), judgments,  fines and amounts paid in settlements actually and
reasonably  incurred by them in connection with any action,  suit, or proceeding
brought by third parties by reason of the fact that they were or are  directors,
officers,  employees or agents of the corporation, if such directors,  officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect to any criminal  action or  proceeding,  had no reason to believe  their
conduct was unlawful. In a derivative action, i.e. one by or in the right of the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

Our Articles of Incorporation and Bylaws also contain provisions stating that no
director shall be liable to us or any of our  stockholders  for monetary damages
for breach of fiduciary duty as a director, except with respect to (1) a




                                      II-2
<PAGE>

breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation of law,  (3)  liability  under Nevada law (for  unlawful
payment of  dividends,  or unlawful  stock  purchases or  redemptions)  or (4) a
transaction from which the director derived an improper  personal  benefit.  The
intention  of the  foregoing  provisions  is to eliminate  the  liability of our
directors or our stockholders to the fullest extent permitted by Nevada law.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit
Number              Description
------              -----------
 4.1                Mindfuleye Inc., 2000 Stock Option Plan.(1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)
---------------------

(1)  Previously filed on June 2, 1999.

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

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

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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 to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

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



                                      II-3
<PAGE>


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

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

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










                                      II-4
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on this 16th day of August, 2000.

                                        MINDFULEYE INC.,
                                        a Nevada corporation


                                        By: /s/ Ray Torrensan
                                            ------------------------------------
                                            Ray Torrensan
                                            President

















                                      II-5
<PAGE>

                                POWER OF ATTORNEY

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

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

       Signature            Title                              Date
       ---------            -----                              ----



/s/ Ray Torrensan
-----------------------
Ray Torrensan               President and Director             August 16, 2000
                            (Principal Executive Officer)
                            (Principal Financial Officer
                            and Accounting Officer)

/s/ Tod Maffin
-----------------------
Tod Maffin                  Director                           August 22, 2000


/s/ Todd Cusolle
-----------------------
Todd Cusolle                Director                           August 22, 2000


/s/ Amanda Kerr
-----------------------
Amanda Kerr                Secretary and Director              August 16, 2000


/s/ Praveen Varshney
-----------------------
Praveen Varshney            Director                           August 16, 2000





                                      II-6
<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number              Description
------              -----------
 4.1                Mindfuleye Inc., 2000 Stock Option Plan.(1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)
---------------------

(1)  Previously filed on June 2, 1999.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17136}]
{"company-data": {"conformed-name": "MINDFULEYE INC", "cik": "0001109676", "assigned-sic": "7389", "irs-number": "870616344", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44308", "film-number": "708194"}, "business-address": {"street1": "114 W MAGNOLIA STREET", "street2": "SUITE 400-117", "city": "BELLINGHAM", "state": "WA", "zip": "98225"}, "mail-address": {"street1": "114 W MAGNOLIA STREET", "street2": "SUITE 400-117", "city": "BELLINGHAM", "state": "WA", "zip": "98225"}, "former-company": {"former-conformed-name": "RABATCO INC", "date-changed": "20000321"}}
As filed with the Securities and Exchange
Commission on August 23, 2000.                             Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                MINDFULEYE, INC.
                            (formerly RABATCO, INC.)
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Nevada                                         87-0616344
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or organization)

                                 Mindfuleye Inc.
                            (formerly Rabatco, Inc.)
                          114 W. Magnolia Suite 400-117
                               Bellingham WA 98225
             ------------------------------------------------------
                    (Address of Principal Executive Offices)

                             2000 Stock Option Plan
             ------------------------------------------------------
                           (Full titles of the plans)

                     The Corporation Trust Company of Nevada
                            6100 Neil Road Suite 500
                                Reno Nevada 89511
             ------------------------------------------------------
                     (Name and address of agent for service)

                                 (775) 688-3061
             ------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to    Proposed Maximum Offering Price    Proposed Maximum Aggregate      Amount of
Securities to be Registered(1)    be Registered             Per Share                     Offering Price         Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to        1,185,000                $3.25(2)                       $3,851,250              $1,017(2)
outstanding options under the
2000 Stock Option Plan.
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to            1,815,000                 $3.50                         $6,632,500                $1,677
outstanding options under the
2000 Stock Option Plan
----------------------------------------------------------------------------------------------------------------------------------
Total:                              3,000,000                                                                         $2,694
                                  Common Shares
----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, par value $0.001 per share,  offered by the Company pursuant
     to the  options  or rights  registered  hereunder  and more fully set forth
     below.
(2)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on August 16, 2000, as
     quoted on the NASD  Over-The-Counter  Bulletin  Board,  which was $3.25 per
     share.

================================================================================
This  registration  statement on Form S-8  registers  common  shares,  par value
$0.001 per share, of Mindfuleye,  Inc., a Nevada  corporation (the "Registrant")
to be issued  pursuant to the  exercise of options or rights  granted  under the
Registrant's 2000 Stock Option Plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Exchange Act, filed on April 4, 2000, as amended on June 2,
2000.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registration
Statement incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  Registration Statement on Form 10-SB filed with the Securities and
Exchange  Commission  on April 4, 2000,  including any amendment or report filed
for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  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  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

Our Bylaws require us to indemnify to the fullest  extent  permitted by law each
person that is empowered  by law to  indemnify.  Our  Articles of  Incorporation
require us to indemnify  to the fullest  extent  permitted  by Nevada law,  each
person that we have the power to indemnify.

Nevada law permits a corporation,  under specified  circumstances,  to indemnify
its  directors,  officers,  employees  or  agents  against  expenses  (including
attorney's fees), judgments,  fines and amounts paid in settlements actually and
reasonably  incurred by them in connection with any action,  suit, or proceeding
brought by third parties by reason of the fact that they were or are  directors,
officers,  employees or agents of the corporation, if such directors,  officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect to any criminal  action or  proceeding,  had no reason to believe  their
conduct was unlawful. In a derivative action, i.e. one by or in the right of the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

Our Articles of Incorporation and Bylaws also contain provisions stating that no
director shall be liable to us or any of our  stockholders  for monetary damages
for breach of fiduciary duty as a director, except with respect to (1) a

                                      II-2
breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation of law,  (3)  liability  under Nevada law (for  unlawful
payment of  dividends,  or unlawful  stock  purchases or  redemptions)  or (4) a
transaction from which the director derived an improper  personal  benefit.  The
intention  of the  foregoing  provisions  is to eliminate  the  liability of our
directors or our stockholders to the fullest extent permitted by Nevada law.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit
Number              Description
------              -----------
 4.1                Mindfuleye Inc., 2000 Stock Option Plan.(1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)
---------------------

(1)  Previously filed on June 2, 1999.

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

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

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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 to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

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

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

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

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

                                      II-4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on this 16th day of August, 2000.

                                        MINDFULEYE INC.,
                                        a Nevada corporation

                                        By: /s/ Ray Torrensan
                                            ------------------------------------
                                            Ray Torrensan
                                            President

                                      II-5
POWER OF ATTORNEY

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

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

       Signature            Title                              Date
       ---------            -----                              ----

/s/ Ray Torrensan
-----------------------
Ray Torrensan               President and Director             August 16, 2000
                            (Principal Executive Officer)
                            (Principal Financial Officer
                            and Accounting Officer)

/s/ Tod Maffin
-----------------------
Tod Maffin                  Director                           August 22, 2000

/s/ Todd Cusolle
-----------------------
Todd Cusolle                Director                           August 22, 2000

/s/ Amanda Kerr
-----------------------
Amanda Kerr                Secretary and Director              August 16, 2000

/s/ Praveen Varshney
-----------------------
Praveen Varshney            Director                           August 16, 2000

                                      II-6
EXHIBIT INDEX

Exhibit
Number              Description
------              -----------
 4.1                Mindfuleye Inc., 2000 Stock Option Plan.(1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)
---------------------

(1)  Previously filed on June 2, 1999.