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)

          200 South Washington Blvd., Suite 9, Sarasota, Florida 34236
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                2002 Benefit Plan
                                -----------------
                            (Full title of the plan)


                Thomas Clay, 200 South Washington Blvd., Suite 9
                             Sarasota, Florida 34236
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (941) 957-1009
                                 --------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<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
=================================== ================ =========================  =========================== ==================
Common Stock, issuable upon         2,000,000            $120,000                   $0.06                       $28.68
exercise of Options
=================================== ================ =========================  =========================== ==================
</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 February 11, 2002, a date within five business days prior
         to the date of filing of this registration statement.



                                       Page 1 of 7 consecutively numbered pages.
                                  Exhibit Index appears on consecutive page 7.

                                       1

<PAGE>



           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 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

         The following documents filed by Elocity Networks Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

         1.The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         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 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-4 Registration Statement filed with the Commission on
December 31, 1996, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")






                                        2

<PAGE>



Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.


Item 6. Indemnification of Directors and Officers

         The Company intends to indemnify its officers and directors to the full
extent permitted by Delaware law. Section Eight of Article VII of the Company's
Bylaws provides that:

         "No person shall be personally liable to the corporation or its
         stockholders for monetary damages for breach of fiduciary duty as a
         director; provided, however, that the foregoing shall not eliminate or
         limit the liability of a director (i) for any breach of the director's
         duty of loyalty to the Corporation or its stockholders, (ii) for acts
         or omissions not in good faith or which involve intentional misconduct
         or a knowing violation of law, (iii) under Section 174 of the Delaware
         General Corporation Law, or (iv) for any transaction from which the
         director derived any improper personal benefit. If the Delaware General
         Corporation Law is amended hereafter to authorize corporate action
         further eliminating or limiting the personal liability of directors,
         then the liability of a director of the corporation shall be eliminated
         or limited to the fullest extent permitted by the Delaware General
         Corporation Law, as so amended. Any amendment, repeal or modification
         of this Article VII shall not adversely affect any right or protection
         of a director of the Corporation existing hereunder with respect to any
         act or omission occurring prior to such amendment, repeal or
         modification. For purposes of this Article VII, "fiduciary duty as a
         director" also shall include any fiduciary duty arising out of serving
         at the Corporation's request as a director of another corporation,
         partnership, limited liability company, joint venture or other
         enterprise, and "personal liability of the Corporation or its
         stockholders" also shall include any liability to such other
         corporation, partnership, limited liability company, joint venture,
         trust or other enterprise, and any liability of the Corporation in its
         capacity as a security holder, joint venturer, partner, beneficiary,
         creditor or investor of or in any such other corporation, partnership,
         limited liability company, joint venture, trust or other enterprise."

         Under Delaware law, a corporation may indemnify its agents for expenses
and amounts paid in third party actions and, upon court approval in derivative
actions, if the agents acted in good faith and with reasonable care. A majority
vote of the Board of Directors, approval of the stockholder or court approval is
required to effectuate indemnification. The foregoing discussion of
indemnification merely summarizes certain aspects of indemnification provisions
under Delaware law and is limited by reference to the applicable section(s) of
the Delaware General


                                        3

<PAGE>



Corporation Law and Article VII of the Company's Bylaws and the Company's
Articles of Incorporation, or any amendments thereto.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

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 to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated


                                        4

<PAGE>



by reference in this 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
of 1933 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 Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.









                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                        5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sarasota, Florida, on February 12, 2002.

                                  Elocity Networks Corporation

                                  By   /s/ Thomas Clay
                                     --------------------------------------
                                     Thomas Clay as President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Clay, with power of substitution,
as his attorney-in-fact for him, in 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 Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutes may do or cause
to be done by virtue hereof.

         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 date indicated.

Signature                           Title                          Date

 /s/ Thomas Clay                    President, Director            2/12/02
----------------------------
Thomas Clay

 /s/ Mark Schellenberger            Director                       2/12/02
-------------------------
Mark Schellenberger





                                        6

<PAGE>





                                INDEX TO EXHIBITS


                                                                           Page
Exhibits SEC Ref. No.   Description of Exhibit
-------- ------------  ----------------------
A             4        2002 Benefit Plan of the Company                        8
B          5, 23(b)    Opinion and consent of Counsel with respect to         11
                       the legality of the issuance of securities being
                       issued

C           23(a)      Consent of Accountant                                  14





                                            7

<PAGE>



              THE 2002 BENEFIT PLAN OF ELOCITY NETWORKS CORPORATION

         Elocity Networks Corporation, a Delaware corporation (the "Company"),
hereby adopts The 2002 Benefit Plan of Elocity Networks Corporation (the "Plan")
this 7th day of February, 2002. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein ("Benefits"). In addition, at the
discretion of the Board of Directors, Benefits may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries but are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of two million (2,000,000)
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.

4. Reservation of Stock on Granting of Option. At the time any option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such option until it is exercised or expires.


                                        8

<PAGE>



The Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

          a. Each option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted, may be reduced only as
          provided for in this Plan and under the express written provisions of
          the Option.

          c. Unless otherwise specifically provided by the written provisions of
          the Option or required by applicable disclosure or other legal
          requirements promulgated by the Securities and Exchange Commission
          ("SEC"), no participant of this Plan or his or her legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares subject to an Option unless and until such
          participant exercises his or her right to acquire all or a portion of
          the Stock subject to the Option and delivers the required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired. Except as
          specifically provided in this Plan or as otherwise specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise price or the number of shares of Stock subject to the Option
          shall be made for dividends or other rights for which the record date
          is prior to the date on which the Stock subject to the Option is
          acquired by the holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain such other provisions, including further lawful
          restrictions on the vesting and exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised after the expiration of its
          term.

          g. Options shall be non-transferable, except by the laws of descent
          and distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company -------------- for shares to be obtained pursuant to
Options which exercise price may be amended from time to time as the Plan
Administrators shall determine.



                                        9

<PAGE>



8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the optionee's
liability and will be reimbursed by optionee no later than six months after such
liability arises and optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization. The Company, at its option, may adjust
the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 2 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

ATTEST:

   /s/ Thomas Clay
-------------------------------
Thomas Clay, President


                                       10

<PAGE>



                                 Edward T. Wells
                                ATTORNEY- AT- LAW
                               3250 Coronet Drive
                           Salt Lake City, Utah 84124
                            Telephone (801) 278-8759



                                February 11, 2002

Board of Directors
Elocity Networks Corporation
200 South Washington Blvd., Suite 9
Sarasota, Florida 34238

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 a
Benefit Plan entitled "The 2002 Benefit Plan of Elocity Networks Corporation"
(the "Benefit Plan") pursuant to which the Company has authorized the issuance
of Two Million (2,000,000) shares of the Company's common stock, par value
$0.001 (the "Shares").

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 Company's Section
         10(a) Prospectus for the Registration Statement; 5. 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 September 30, 2001; 6. Such
         other documents as I have deemed necessary for the purposes of this
         Opinion.

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



                                       11

<PAGE>



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 Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Two Million (2,000,000)
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.

     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


                                       12

<PAGE>



     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 T. Wells

                                 Edward T. Wells
                                 Member of the Utah Bar


                                       13

<PAGE>


                       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") for the registration of the
issuance of up to 2,000,000 shares of common stock of Elocity pursuant to
Elocity's 2002 Benefit Plan of our report dated February 14, 2001 on our audits
of the financial statements of Elocity included as an exhibit in Elocity's
Annual Report on Form 10- KSB dated April 17, 2001, filed with the Securities
and Exchange Commission.

/s/ Bobbitt, Pittenger & Company, P.A.
BOBBITT, PITTENGER & COMPANY, P.A.
Sarasota Florida
February 11, 2002



                                       14
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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)

          200 South Washington Blvd., Suite 9, Sarasota, Florida 34236
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                2002 Benefit Plan
                                -----------------
                            (Full title of the plan)

                Thomas Clay, 200 South Washington Blvd., Suite 9
                             Sarasota, Florida 34236
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (941) 957-1009
                                 --------------

                         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
=================================== ================ =========================  =========================== ==================
Common Stock, issuable upon         2,000,000            $120,000                   $0.06                       $28.68
exercise of Options
=================================== ================ =========================  =========================== ==================
(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 February 11, 2002, a date within five business days prior
         to the date of filing of this registration statement.

                                       Page 1 of 7 consecutively numbered pages.
                                  Exhibit Index appears on consecutive page 7.

                                       1
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 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

         The following documents filed by Elocity Networks Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

         1.The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         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 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-4 Registration Statement filed with the Commission on
December 31, 1996, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

                                        2
Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         The Company intends to indemnify its officers and directors to the full
extent permitted by Delaware law. Section Eight of Article VII of the Company's
Bylaws provides that:

         "No person shall be personally liable to the corporation or its
         stockholders for monetary damages for breach of fiduciary duty as a
         director; provided, however, that the foregoing shall not eliminate or
         limit the liability of a director (i) for any breach of the director's
         duty of loyalty to the Corporation or its stockholders, (ii) for acts
         or omissions not in good faith or which involve intentional misconduct
         or a knowing violation of law, (iii) under Section 174 of the Delaware
         General Corporation Law, or (iv) for any transaction from which the
         director derived any improper personal benefit. If the Delaware General
         Corporation Law is amended hereafter to authorize corporate action
         further eliminating or limiting the personal liability of directors,
         then the liability of a director of the corporation shall be eliminated
         or limited to the fullest extent permitted by the Delaware General
         Corporation Law, as so amended. Any amendment, repeal or modification
         of this Article VII shall not adversely affect any right or protection
         of a director of the Corporation existing hereunder with respect to any
         act or omission occurring prior to such amendment, repeal or
         modification. For purposes of this Article VII, "fiduciary duty as a
         director" also shall include any fiduciary duty arising out of serving
         at the Corporation's request as a director of another corporation,
         partnership, limited liability company, joint venture or other
         enterprise, and "personal liability of the Corporation or its
         stockholders" also shall include any liability to such other
         corporation, partnership, limited liability company, joint venture,
         trust or other enterprise, and any liability of the Corporation in its
         capacity as a security holder, joint venturer, partner, beneficiary,
         creditor or investor of or in any such other corporation, partnership,
         limited liability company, joint venture, trust or other enterprise."

         Under Delaware law, a corporation may indemnify its agents for expenses
and amounts paid in third party actions and, upon court approval in derivative
actions, if the agents acted in good faith and with reasonable care. A majority
vote of the Board of Directors, approval of the stockholder or court approval is
required to effectuate indemnification. The foregoing discussion of
indemnification merely summarizes certain aspects of indemnification provisions
under Delaware law and is limited by reference to the applicable section(s) of
the Delaware General

                                        3
Corporation Law and Article VII of the Company's Bylaws and the Company's
Articles of Incorporation, or any amendments thereto.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being reoffered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

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 to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated

                                        4
by reference in this 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
of 1933 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 Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sarasota, Florida, on February 12, 2002.

                                  Elocity Networks Corporation

                                  By   /s/ Thomas Clay
                                     --------------------------------------
                                     Thomas Clay as President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas Clay, with power of substitution,
as his attorney-in-fact for him, in 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 Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutes may do or cause
to be done by virtue hereof.

         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 date indicated.

Signature                           Title                          Date

 /s/ Thomas Clay                    President, Director            2/12/02
----------------------------
Thomas Clay

 /s/ Mark Schellenberger            Director                       2/12/02
-------------------------
Mark Schellenberger

                                        6
INDEX TO EXHIBITS

                                                                           Page
Exhibits SEC Ref. No.   Description of Exhibit
-------- ------------  ----------------------
A             4        2002 Benefit Plan of the Company                        8
B          5, 23(b)    Opinion and consent of Counsel with respect to         11
                       the legality of the issuance of securities being
                       issued

C           23(a)      Consent of Accountant                                  14

                                            7
THE 2002 BENEFIT PLAN OF ELOCITY NETWORKS CORPORATION

         Elocity Networks Corporation, a Delaware corporation (the "Company"),
hereby adopts The 2002 Benefit Plan of Elocity Networks Corporation (the "Plan")
this 7th day of February, 2002. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein ("Benefits"). In addition, at the
discretion of the Board of Directors, Benefits may from time to time be granted
under this Plan to other individuals, including consultants or advisors, who
contribute to the success of the Company or its subsidiaries but are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or
maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of two million (2,000,000)
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.

4. Reservation of Stock on Granting of Option. At the time any option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such option until it is exercised or expires.

                                        8
The Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

          a. Each option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted, may be reduced only as
          provided for in this Plan and under the express written provisions of
          the Option.

          c. Unless otherwise specifically provided by the written provisions of
          the Option or required by applicable disclosure or other legal
          requirements promulgated by the Securities and Exchange Commission
          ("SEC"), no participant of this Plan or his or her legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares subject to an Option unless and until such
          participant exercises his or her right to acquire all or a portion of
          the Stock subject to the Option and delivers the required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired. Except as
          specifically provided in this Plan or as otherwise specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise price or the number of shares of Stock subject to the Option
          shall be made for dividends or other rights for which the record date
          is prior to the date on which the Stock subject to the Option is
          acquired by the holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan Administrators may determine at the time of
          the grant of the Option.

          e. Options may contain such other provisions, including further lawful
          restrictions on the vesting and exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised after the expiration of its
          term.

          g. Options shall be non-transferable, except by the laws of descent
          and distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company -------------- for shares to be obtained pursuant to
Options which exercise price may be amended from time to time as the Plan
Administrators shall determine.

                                        9
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the optionee's
liability and will be reimbursed by optionee no later than six months after such
liability arises and optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization. The Company, at its option, may adjust
the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 2 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

ATTEST:

   /s/ Thomas Clay
-------------------------------
Thomas Clay, President

                                       10
Edward T. Wells
                                ATTORNEY- AT- LAW
                               3250 Coronet Drive
                           Salt Lake City, Utah 84124
                            Telephone (801) 278-8759

                                February 11, 2002

Board of Directors
Elocity Networks Corporation
200 South Washington Blvd., Suite 9
Sarasota, Florida 34238

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 a
Benefit Plan entitled "The 2002 Benefit Plan of Elocity Networks Corporation"
(the "Benefit Plan") pursuant to which the Company has authorized the issuance
of Two Million (2,000,000) shares of the Company's common stock, par value
$0.001 (the "Shares").

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 Company's Section
         10(a) Prospectus for the Registration Statement; 5. 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 September 30, 2001; 6. Such
         other documents as I have deemed necessary for the purposes of this
         Opinion.

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

                                       11
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 Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Two Million (2,000,000)
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.

     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

                                       12
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 T. Wells

                                 Edward T. Wells
                                 Member of the Utah Bar

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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") for the registration of the
issuance of up to 2,000,000 shares of common stock of Elocity pursuant to
Elocity's 2002 Benefit Plan of our report dated February 14, 2001 on our audits
of the financial statements of Elocity included as an exhibit in Elocity's
Annual Report on Form 10- KSB dated April 17, 2001, filed with the Securities
and Exchange Commission.

/s/ Bobbitt, Pittenger & Company, P.A.
BOBBITT, PITTENGER & COMPANY, P.A.
Sarasota Florida
February 11, 2002

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