SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------
                          Elocity Networks Corporation
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                     Delaware                               58-2027283
                  -------------                         -----------------
         (State or other jurisdiction of    I.R.S. Employer Identification No.)
         incorporation or organization)

                  26 Blue Cay Road, Coronado, California 92118
                  ---------------------------------------------
                    (Address of principal executive offices)

              The 2002 Benefit Plan of eLocity Networks Corporation
             ------------------------------------------------------
                            (Full title of the plan)


                                Sandra Jorgensen,
                  26 Blue Cay Road, Coronado, California 92118
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (619) 575-7904
                                                                --------------

                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                              <C>              <C>                        <C>                         <C>

Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee(2)
Common stock                        23,000,000       $0.03                      $690,000                    $143.82
=================================== ================ =========================  =========================== ==================
</TABLE>

(1)      Bona fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of August 12, 2002, a date within five business days prior to
         the date of filing of this registration statement.

(2)      A fee of $28.68 was paid upon the registration of 2,000,000 shares at a
         value of $0.06 per share, pursuant to The 2002 Benefit Plan of Elocity
         Networks Corporation filed with the Commission on February 12, 2002,
         which shares are appended to this registration statement by amendment,
         therefore the sum paid of $28.68 should be subtracted from the
         registration fee calculated above, a total fee of $172.50 for the
         registration of 25,000,000 shares less the fee paid of $28.68, leaving
         a total due of $143.82.

THIS FORM S-8 REGISTRATION STATEMENT IS BEING FILED UNDER THE SECURITIES ACT OF
1933 BY ELOCITY NETWORKS CORPORATION AS AN AMENDMENT TO THE 2002 BENEFIT PLAN OF
ELOCITY NETWORKS CORPORATION TO REFLECT THAT THE BOARD OF DIRECTORS OF ELOCITY
NETWORKS CORPORATION HAS AMENDED THE 2002 BENEFIT PLAN OF ELOCITY NETWORKS
CORPORATION FILED ON FORM S-8 ON FEBRUARY 12, 2002, FILE NO.000-22373, WHICH IS
INCORPORATED HEREIN BY REFERENCE.


                                        1

<PAGE>



PART I.

   Amendment to the 2002 Employee Benefit Plan of Elocity Networks Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Employee Benefit Plan.

Registration Statement Item Numbers and Headings Prospectus Heading

1.       Plan Information                        Section 10(a) Prospectus

2.       Registrant Information and              Section 10(a) Prospectus
         Employee Plan Annual Information

PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

Elocity Networks Corporation ("Company") filed an erroneous post-effective
amendment on June 17, 2002 to The 2002 Benefit Plan of Elocity Networks
Corporation ("Plan") that sought to amend the Plan to increase the number of
shares available thereunder. The purpose of this registration statement is to
effectively amend the registration statement filed with the Commission on
February 12, 2002 to permit an increase in the number of shares available under
the Plan from 2,000,000 to 25,000,000. The amendment to the Plan is attached as
Exhibit "1" hereto

The following document filed by the Company with the Commission is hereby
incorporated by reference:

         1.       The Company's registration statement on Form S-8 filed with
                  the Commission on February 12, 2002.

Prior to the filing, if any, of a post-effective amendment, that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 8. Exhibits

The exhibits attached to this registration statement are listed in the Exhibit
Index, which is found on page 4.







                                        2

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing an amendment to the Plan 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 Coronado, California, on
August 14th 2002.

          Elocity Networks Corporation

          By  /s/ Sandra Jorgensen
            ------------------------------------------
             Sandra Jorgensen as President








                                        3

<PAGE>



INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>                <C>              <C>                                                             <C>

                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
1                          4            Amendment to The 2002 Stock Benefit Plan of                       4
                                        the Company
2                       5,23(b)         Opinion and consent of counsel with respect to                    5
                                        the legality of the issuance of securities being
                                        issued

3                        23(a)          Consent of accountant                                             9
</TABLE>



                                        4

<PAGE>



Exhibit 1.
                                AMENDMENT TO THE
              THE 2002 BENEFIT PLAN OF ELOCITY NETWORKS CORPORATION

Effective this 3rd day of June, 2002, Paragraph 3 of the 2002 BENEFIT PLAN OF
ELOCITY NETWORKS CORPORATION shall be and is hereby amended to read as follows:


3. Shares of Stock Subject to this Plan. A total of twenty five million
(25,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.


ATTEST:

/S/ Sandra Jorgensen
Sandra Jorgensen, President



                                        5

<PAGE>



                           Exhibit 2 EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                               3250 Coronet Drive
                           Salt Lake City, Utah 84124
                            Telephone (801) 278-8759


                                 August 12, 2002

Board of Directors
Elocity Networks Corporation
26 Blue Cay Road
Coronado, California 92118

Re:      Legality and Authorization of Shares Issued Under
         Form S-8 Registration Statement

To the Board of Directors of Elocity Networks Corporation

I have acted as special counsel for Elocity Networks Corporation, a Delaware
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering an
amendment to a Benefit Plan entitled "The 2002 Benefit Plan of Elocity Networks
Corporation" (the "Benefit Plan"), which Benefit Plan was registered with the
Commission on February 12, 2002. Pursuant to which the Company has authorized
the issuance of an additional Twenty Three Million (23,000,000) shares of the
Company's common stock, par value $0.001 (the "Shares") which are proposed to be
registered under the Registration Statement.

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

 1. The Company's Articles of Incorporation and amendments thereto and Bylaws as
submitted to me by the Company pursuant to my request for same;

 2.  The Registration Statement herein referenced;

 3. The Board of Directors Resolution,  dated February 7, 2002,  authorizing and
approving  the  Company's   2002  Benefit  Plan  and  the   preparation  of  the
Registration Statement;

 4. The Board of  Directors  Resolution,  dated  June 3, 2002,  authorizing  and
approving the amendment to the Company's  2002 Benefit Plan and the  preparation
of the Registration Statement;

 5. The Company's  Section 10(a) Prospectus for the Registration  Statement;  6.
The  Company's  Form 10-KSB for the fiscal year ended  December 31, 2000 and the
Company's  Form 10-QSB for the  quarterly  period ended March 31, 2002;  7. Such
other documents as I have deemed necessary for the purposes of this Opinion.


                                        6

<PAGE>



You have represented to me that the Company is current in its filings with the
Commission, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares actually issued
and outstanding.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

The documentation and representations provided to me for this opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the amendment to the Benefit Plan; the Company's Board of Directors
has authorized the filing of the Registration Statement; and that the Twenty
Three Million (23,000,000) shares to be included in the Registration Statement
are available for issuance based upon corporate documentation and on the amount
of shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Plan, the Shares will be validly issued
as fully paid and non-assessable shares of common stock in the Company.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

 A. I am  admitted to practice  law in the State of Utah.  I am not  admitted to
practice  law in the State of  Delaware or in any other  jurisdiction  where the
Company may own property or transact  business.  This opinion is with respect to
federal  law  only  and I have  not  consulted  legal  counsel  from  any  other
jurisdiction for the purpose of the opinion contained herein. I expressly except
from this  opinion any opinion as to whether or to what extent a Delaware  court
or any other court would  apply  Delaware  law, or the law of any other state or
jurisdiction,   to  any  particular  aspect  of  the  facts,  circumstances  and
transactions that are the subject of this opinion.

 B. In expressing the opinion set forth herein,  I have assumed the authenticity
and completeness of all corporate documents, records and instruments provided to
me by the Company and its  representatives.  I have  assumed the accuracy of all
statements of fact contained  therein.  I have assumed that all  information and
representations  made  or  provided  to me by  the  Company  or  its  authorized
representatives  is correct  and that there are  shares  available  to be issued
pursuant to the Plan. I have further assumed the genuineness of signatures (both
manual and conformed), the authenticity of documents submitted as originals, the
conformity to originals of all copies or faxed copies and the correctness of all
such documents.






                                        7

<PAGE>



 C. In rendering the opinion that the Shares to be  registered  pursuant to Form
S-8  and  issued  under  the  Plan  will  be  validly  issued,  fully  paid  and
nonassessable,  I  assumed  that:  (1) the  Company's  board  of  directors  has
exercised or will  exercise  good faith in  establishing  the value paid for the
Shares;  (2) all issuances and  cancellation of the Capital Stock of the Company
will be fully  and  accurately  reflected  in the  Company's  stock  records  as
provided  by the  Company's  transfer  agent;  and  (3)  the  consideration,  as
determined by the Company's  board of directors,  to be received in exchange for
each  issuance of common  stock of the  Company  will have been paid in full and
actually received by the Company when the Shares are actually issued.

D. I expressly except from the opinion set forth herein any
    opinion concerning the need for compliance by any party, and
    in particular by the Company, with the provisions of the
    securities laws, regulations, and/or rules of the United
    States of America, the State of Delaware or any other
    jurisdiction with regard to any other issue not expressly
    addressed herein, which exclusion shall apply, but not be
    limited to, the subsequent tradeability of the Shares on
    either state or federal level.

 E. I have assumed that the Company is satisfying the substantive
    requirements of Form S-8 and I expressly disclaim any opinion
    regarding the Company's compliance with such requirements,
    whether they are of federal or state origin, or any opinion as
    to the subsequent tradeability of any Shares issued pursuant
    to the Benefit Plan.

 F. The opinion contained in this letter is rendered as of the
    date hereof, and I undertake no and disclaim any, obligation
    to advise you of any changes in or any new developments which
    might affect any matters or opinions set forth herein.

G. I have made no independent verification of the facts asserted
    to be true and accurate by authorized representatives of the
    Company and have assumed that no person or entity has engaged
    in fraud or misrepresentation regarding the inducement
    relating to, or the execution or delivery of, the documents
    reviewed.

 H. Certain of the remedial  provisions  of the 2002 Benefit Plan may be further
limited or rendered unenforceable by other applicable laws and interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,

                                                     /s/ Edward Wells
                                                     Edward T. Wells
                                                     Member of the Utah Bar.




                                        8

<PAGE>


Exhibit 3.
                       BOBBITT, PITTENGER & COMPANY, P.A.
                          Certified Public Accountants
                          1605 Main Street, Suite 1010
                             Sarasota, Florida 34236
                             Telephone (941)366-4450
                              Fax # (941) 954-7508

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Elocity Networks Corporation ("Elocity") to be filed with the
Securities and Exchange Commission, for the amendment of the 2002 Benefit Plan
of Elocity. This amendment will increase the number of shares of common stock to
be included in the plan from 2,000,000 shares to 25,000,000 .


   /s/ Bobbitt, Pittenger & Company. P.A.
-----------------------------------------
Bobbitt, Pittenger & Company. P.A.




                                        9

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "elocitys8aug2002.txt", "secsgml_size_bytes": 19847}]
{"company-data": {"conformed-name": "ELOCITY NETWORKS CORP", "cik": "0001029802", "assigned-sic": "7374", "irs-number": "582027283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98215", "film-number": "02740208"}, "business-address": {"street1": "SANDRA JORGENSEN", "street2": "26 BLUE CAY RD", "city": "CORONADO", "state": "CA", "zip": "92118", "phone": "8015758073"}, "mail-address": {"street1": "26 BLUE CAY RD", "street2": "SUITE", "city": "CORONADO", "state": "CA", "zip": "92118"}, "former-company": [{"former-conformed-name": "VAXCEL INC", "date-changed": "19961230"}, {"former-conformed-name": "CHATTOWN COM NETWORK INC", "date-changed": "20000317"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------
                          Elocity Networks Corporation
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                     Delaware                               58-2027283
                  -------------                         -----------------
         (State or other jurisdiction of    I.R.S. Employer Identification No.)
         incorporation or organization)

                  26 Blue Cay Road, Coronado, California 92118
                  ---------------------------------------------
                    (Address of principal executive offices)

              The 2002 Benefit Plan of eLocity Networks Corporation
             ------------------------------------------------------
                            (Full title of the plan)

                                Sandra Jorgensen,
                  26 Blue Cay Road, Coronado, California 92118
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (619) 575-7904
                                                                --------------

                                          CALCULATION OF REGISTRATION FEE
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee(2)
Common stock                        23,000,000       $0.03                      $690,000                    $143.82
=================================== ================ =========================  =========================== ==================
(1)      Bona fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of August 12, 2002, a date within five business days prior to
         the date of filing of this registration statement.

(2)      A fee of $28.68 was paid upon the registration of 2,000,000 shares at a
         value of $0.06 per share, pursuant to The 2002 Benefit Plan of Elocity
         Networks Corporation filed with the Commission on February 12, 2002,
         which shares are appended to this registration statement by amendment,
         therefore the sum paid of $28.68 should be subtracted from the
         registration fee calculated above, a total fee of $172.50 for the
         registration of 25,000,000 shares less the fee paid of $28.68, leaving
         a total due of $143.82.

THIS FORM S-8 REGISTRATION STATEMENT IS BEING FILED UNDER THE SECURITIES ACT OF
1933 BY ELOCITY NETWORKS CORPORATION AS AN AMENDMENT TO THE 2002 BENEFIT PLAN OF
ELOCITY NETWORKS CORPORATION TO REFLECT THAT THE BOARD OF DIRECTORS OF ELOCITY
NETWORKS CORPORATION HAS AMENDED THE 2002 BENEFIT PLAN OF ELOCITY NETWORKS
CORPORATION FILED ON FORM S-8 ON FEBRUARY 12, 2002, FILE NO.000-22373, WHICH IS
INCORPORATED HEREIN BY REFERENCE.

                                        1
PART I.

   Amendment to the 2002 Employee Benefit Plan of Elocity Networks Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Employee Benefit Plan.

Registration Statement Item Numbers and Headings Prospectus Heading

1.       Plan Information                        Section 10(a) Prospectus

2.       Registrant Information and              Section 10(a) Prospectus
         Employee Plan Annual Information

PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

Elocity Networks Corporation ("Company") filed an erroneous post-effective
amendment on June 17, 2002 to The 2002 Benefit Plan of Elocity Networks
Corporation ("Plan") that sought to amend the Plan to increase the number of
shares available thereunder. The purpose of this registration statement is to
effectively amend the registration statement filed with the Commission on
February 12, 2002 to permit an increase in the number of shares available under
the Plan from 2,000,000 to 25,000,000. The amendment to the Plan is attached as
Exhibit "1" hereto

The following document filed by the Company with the Commission is hereby
incorporated by reference:

         1.       The Company's registration statement on Form S-8 filed with
                  the Commission on February 12, 2002.

Prior to the filing, if any, of a post-effective amendment, that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 8. Exhibits

The exhibits attached to this registration statement are listed in the Exhibit
Index, which is found on page 4.

                                        2
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing an amendment to the Plan 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 Coronado, California, on
August 14th 2002.

          Elocity Networks Corporation

          By  /s/ Sandra Jorgensen
            ------------------------------------------
             Sandra Jorgensen as President

                                        3
INDEX TO EXHIBITS
Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
1                          4            Amendment to The 2002 Stock Benefit Plan of                       4
                                        the Company
2                       5,23(b)         Opinion and consent of counsel with respect to                    5
                                        the legality of the issuance of securities being
                                        issued

3                        23(a)          Consent of accountant                                             9
4
Exhibit 1.
                                AMENDMENT TO THE
              THE 2002 BENEFIT PLAN OF ELOCITY NETWORKS CORPORATION

Effective this 3rd day of June, 2002, Paragraph 3 of the 2002 BENEFIT PLAN OF
ELOCITY NETWORKS CORPORATION shall be and is hereby amended to read as follows:

3. Shares of Stock Subject to this Plan. A total of twenty five million
(25,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

ATTEST:

/S/ Sandra Jorgensen
Sandra Jorgensen, President

                                        5
Exhibit 2 EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                               3250 Coronet Drive
                           Salt Lake City, Utah 84124
                            Telephone (801) 278-8759

                                 August 12, 2002

Board of Directors
Elocity Networks Corporation
26 Blue Cay Road
Coronado, California 92118

Re:      Legality and Authorization of Shares Issued Under
         Form S-8 Registration Statement

To the Board of Directors of Elocity Networks Corporation

I have acted as special counsel for Elocity Networks Corporation, a Delaware
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering an
amendment to a Benefit Plan entitled "The 2002 Benefit Plan of Elocity Networks
Corporation" (the "Benefit Plan"), which Benefit Plan was registered with the
Commission on February 12, 2002. Pursuant to which the Company has authorized
the issuance of an additional Twenty Three Million (23,000,000) shares of the
Company's common stock, par value $0.001 (the "Shares") which are proposed to be
registered under the Registration Statement.

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

 1. The Company's Articles of Incorporation and amendments thereto and Bylaws as
submitted to me by the Company pursuant to my request for same;

 2.  The Registration Statement herein referenced;

 3. The Board of Directors Resolution,  dated February 7, 2002,  authorizing and
approving  the  Company's   2002  Benefit  Plan  and  the   preparation  of  the
Registration Statement;

 4. The Board of  Directors  Resolution,  dated  June 3, 2002,  authorizing  and
approving the amendment to the Company's  2002 Benefit Plan and the  preparation
of the Registration Statement;

 5. The Company's  Section 10(a) Prospectus for the Registration  Statement;  6.
The  Company's  Form 10-KSB for the fiscal year ended  December 31, 2000 and the
Company's  Form 10-QSB for the  quarterly  period ended March 31, 2002;  7. Such
other documents as I have deemed necessary for the purposes of this Opinion.

                                        6
You have represented to me that the Company is current in its filings with the
Commission, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares actually issued
and outstanding.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

The documentation and representations provided to me for this opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the amendment to the Benefit Plan; the Company's Board of Directors
has authorized the filing of the Registration Statement; and that the Twenty
Three Million (23,000,000) shares to be included in the Registration Statement
are available for issuance based upon corporate documentation and on the amount
of shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Plan, the Shares will be validly issued
as fully paid and non-assessable shares of common stock in the Company.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

 A. I am  admitted to practice  law in the State of Utah.  I am not  admitted to
practice  law in the State of  Delaware or in any other  jurisdiction  where the
Company may own property or transact  business.  This opinion is with respect to
federal  law  only  and I have  not  consulted  legal  counsel  from  any  other
jurisdiction for the purpose of the opinion contained herein. I expressly except
from this  opinion any opinion as to whether or to what extent a Delaware  court
or any other court would  apply  Delaware  law, or the law of any other state or
jurisdiction,   to  any  particular  aspect  of  the  facts,  circumstances  and
transactions that are the subject of this opinion.

 B. In expressing the opinion set forth herein,  I have assumed the authenticity
and completeness of all corporate documents, records and instruments provided to
me by the Company and its  representatives.  I have  assumed the accuracy of all
statements of fact contained  therein.  I have assumed that all  information and
representations  made  or  provided  to me by  the  Company  or  its  authorized
representatives  is correct  and that there are  shares  available  to be issued
pursuant to the Plan. I have further assumed the genuineness of signatures (both
manual and conformed), the authenticity of documents submitted as originals, the
conformity to originals of all copies or faxed copies and the correctness of all
such documents.

                                        7
C. In rendering the opinion that the Shares to be  registered  pursuant to Form
S-8  and  issued  under  the  Plan  will  be  validly  issued,  fully  paid  and
nonassessable,  I  assumed  that:  (1) the  Company's  board  of  directors  has
exercised or will  exercise  good faith in  establishing  the value paid for the
Shares;  (2) all issuances and  cancellation of the Capital Stock of the Company
will be fully  and  accurately  reflected  in the  Company's  stock  records  as
provided  by the  Company's  transfer  agent;  and  (3)  the  consideration,  as
determined by the Company's  board of directors,  to be received in exchange for
each  issuance of common  stock of the  Company  will have been paid in full and
actually received by the Company when the Shares are actually issued.

D. I expressly except from the opinion set forth herein any
    opinion concerning the need for compliance by any party, and
    in particular by the Company, with the provisions of the
    securities laws, regulations, and/or rules of the United
    States of America, the State of Delaware or any other
    jurisdiction with regard to any other issue not expressly
    addressed herein, which exclusion shall apply, but not be
    limited to, the subsequent tradeability of the Shares on
    either state or federal level.

 E. I have assumed that the Company is satisfying the substantive
    requirements of Form S-8 and I expressly disclaim any opinion
    regarding the Company's compliance with such requirements,
    whether they are of federal or state origin, or any opinion as
    to the subsequent tradeability of any Shares issued pursuant
    to the Benefit Plan.

 F. The opinion contained in this letter is rendered as of the
    date hereof, and I undertake no and disclaim any, obligation
    to advise you of any changes in or any new developments which
    might affect any matters or opinions set forth herein.

G. I have made no independent verification of the facts asserted
    to be true and accurate by authorized representatives of the
    Company and have assumed that no person or entity has engaged
    in fraud or misrepresentation regarding the inducement
    relating to, or the execution or delivery of, the documents
    reviewed.

 H. Certain of the remedial  provisions  of the 2002 Benefit Plan may be further
limited or rendered unenforceable by other applicable laws and interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,

                                                     /s/ Edward Wells
                                                     Edward T. Wells
                                                     Member of the Utah Bar.

                                        8
Exhibit 3.
                       BOBBITT, PITTENGER & COMPANY, P.A.
                          Certified Public Accountants
                          1605 Main Street, Suite 1010
                             Sarasota, Florida 34236
                             Telephone (941)366-4450
                              Fax # (941) 954-7508

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Elocity Networks Corporation ("Elocity") to be filed with the
Securities and Exchange Commission, for the amendment of the 2002 Benefit Plan
of Elocity. This amendment will increase the number of shares of common stock to
be included in the plan from 2,000,000 shares to 25,000,000 .

   /s/ Bobbitt, Pittenger & Company. P.A.
-----------------------------------------
Bobbitt, Pittenger & Company. P.A.

                                        9