SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------
                               NCI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                     65-1021346
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

                 268 West 400 South, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                   The 2003 Benefit Plan of NCI Holdings, Inc.
                            (Full title of the plan)


      LaVonne Frost, 1414 East Telegraph Street, Carson City, Nevada 89701

            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (775) 883-5755

                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S><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                4,000,000           $0.40                   $1,600,000.00        $400.00
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 September 26, 2003, 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>



                     2003 Benefit Plan of NCI Holdings, Inc.
                  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 NCI Holdings, Inc., a Nevada
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, 2002.

         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, 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 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-3 Registration Statement filed with the Commission on
December 22, 1995, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

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.


                                        2

<PAGE>




Item 6. Indemnification of Directors and Officers

         Section 78.751 of the Nevada Revised Statutes provides for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgements, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company. This section
requires that the individual was acting "in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful". The section further
provides that "indemnification ..... may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action".

         At present the Company has not entered into individual indemnity
agreements with its officers or directors. The Company's By-Laws and Articles of
Incorporation, however, provide a blanket indemnification that the Company shall
indemnify, to the fullest extent under Nevada law, its directors and officers
against certain liabilities incurred with respect to their service in such
capacities. In addition, the Certificate of Incorporation provides that the
personal liability of directors and officers to the Company and its stockholders
for monetary damages will be limited. 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 Nevada law and is limited by
reference to the applicable section(s) of the Nevada Corporation Law.

         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:



                                        3

<PAGE>



         (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 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]


                                        4

<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 Salt Lake City, Utah, on September 26 2003.

                              NCI Holdings, Inc.

                By              /s? Dennis Thompson
                                    Dennis Thompson as President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis Thompson, 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/ Dennis Thompson                 President, Director      September 26, 2003
Dennis Thompson



                                        5

<PAGE>



                                INDEX TO EXHIBITS


                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
A                          4            2003 Benefit Plan of NCI Holdings, Inc.                           8
B                       5, 23(b)        Opinion and consent of Counsel with respect                       12
                                        to the legality of the issuance of securities
                                        being issued

C                        23(a)          Consent of Accountant                                             15




<PAGE>



                   THE 2003 BENEFIT PLAN OF NCI HOLDINGS, INC.

         NCI Holdings, Inc., a Nevada corporation (the "Company"), hereby adopts
The 2003 Benefit Plan of NCI Holdings, Inc. (the "Plan") this 10th day of
September, 2003. 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 four million (4,000,000)
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. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.



                                        1

<PAGE>



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.


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,


                                        2

<PAGE>



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 4 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/ Dennis Thompson
-------------------------------
Dennis Thompson, President


                                        3

<PAGE>






                                 GERALD EINHORN
                               ATTORNEY- AT- LAW*
                            1751 East Oakridge Drive
                           Salt Lake City, Utah 84106
                        Telephone (801)575-8073, Ext. 158
                           *Admitted only in New York

September 11, 2003

Board of Directors
NCI Holdings, Inc.
268 West 400 South
Salt Lake City, Utah 84101

Standard Registrar & Transfer Company, Inc.
12528 South 1840 East
Draper, Utah 84020

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

Gentlemen:

     I have acted as special counsel for NCI Holdings, Inc.., a Nevada
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 2003 Benefit Plan of NCI Holdings, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
four million (4,000,000) shares of the Company's common stock, par value $.001
(the "Shares").

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

 1. The Company's  Articles of Incorporation,  amendment(s)  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 September 10, 2003,  authorizing  and
approving  the  Company's   2003 Benefit  Plan  and  the   preparation  of  the
Registration Statement;



<PAGE>



 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, 2002 and
the Company's Form 10-QSB for the quarterly period ended June 30, 2003;

 6.  Such other documents as I have deemed necessary for the purposes of this Opinion.

      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 Nevada; 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 four million (4,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the number 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
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2003 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the common stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non- assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations 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, has been paid in full and actually received
     by the Company.




<PAGE>



     (C) 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.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents were duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (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) I am admitted to practice law in the State of New York. I am not
     admitted to practice law in the State of Nevada 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 Nevada court or any other court would apply Nevada 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.

     (G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as of the signature date with respect
     to the same. I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect of this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.
Sincerely,
/s/ Gerald Einhorn
------------------
Gerald Einhorn







<PAGE>




                          Bongiovanni & Associates, P.A
                              21311 W. Catawaba Ave
                               Cornelius, NC 28031

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of NCI Holdings, Inc. ("NCI") for the registration of the issuance of
up to 4,000,000 shares of common stock of NCI pursuant to the 2003 Benefit Plan
of NCI Holdings, Inc. of our report dated April 23, 2003 on our audit of the
financial statements of NCI included as an exhibit in NCI's Annual Report on
Form 10-KSB dated April 22, 2003, filed with the Securities and Exchange
Commission.


BONGIOVANNI & ASSOCIATES, P.A.
September 10, 2003






</TABLE>




<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------
                               NCI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                     65-1021346
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

                 268 West 400 South, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                   The 2003 Benefit Plan of NCI Holdings, Inc.
                            (Full title of the plan)

      LaVonne Frost, 1414 East Telegraph Street, Carson City, Nevada 89701

            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (775) 883-5755

                                          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                4,000,000           $0.40                   $1,600,000.00        $400.00
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 September 26, 2003, 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
2003 Benefit Plan of NCI Holdings, Inc.
                  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 NCI Holdings, Inc., a Nevada
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, 2002.

         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, 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 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-3 Registration Statement filed with the Commission on
December 22, 1995, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

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.

                                        2
Item 6. Indemnification of Directors and Officers

         Section 78.751 of the Nevada Revised Statutes provides for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgements, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company. This section
requires that the individual was acting "in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful". The section further
provides that "indemnification ..... may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action".

         At present the Company has not entered into individual indemnity
agreements with its officers or directors. The Company's By-Laws and Articles of
Incorporation, however, provide a blanket indemnification that the Company shall
indemnify, to the fullest extent under Nevada law, its directors and officers
against certain liabilities incurred with respect to their service in such
capacities. In addition, the Certificate of Incorporation provides that the
personal liability of directors and officers to the Company and its stockholders
for monetary damages will be limited. 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 Nevada law and is limited by
reference to the applicable section(s) of the Nevada Corporation Law.

         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:

                                        3
(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 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]

                                        4
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 Salt Lake City, Utah, on September 26 2003.

                              NCI Holdings, Inc.

                By              /s? Dennis Thompson
                                    Dennis Thompson as President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis Thompson, 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/ Dennis Thompson                 President, Director      September 26, 2003
Dennis Thompson

                                        5
INDEX TO EXHIBITS

                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
A                          4            2003 Benefit Plan of NCI Holdings, Inc.                           8
B                       5, 23(b)        Opinion and consent of Counsel with respect                       12
                                        to the legality of the issuance of securities
                                        being issued

C                        23(a)          Consent of Accountant                                             15
THE 2003 BENEFIT PLAN OF NCI HOLDINGS, INC.

         NCI Holdings, Inc., a Nevada corporation (the "Company"), hereby adopts
The 2003 Benefit Plan of NCI Holdings, Inc. (the "Plan") this 10th day of
September, 2003. 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 four million (4,000,000)
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. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

                                        1
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.

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,

                                        2
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 4 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/ Dennis Thompson
-------------------------------
Dennis Thompson, President

                                        3
GERALD EINHORN
                               ATTORNEY- AT- LAW*
                            1751 East Oakridge Drive
                           Salt Lake City, Utah 84106
                        Telephone (801)575-8073, Ext. 158
                           *Admitted only in New York

September 11, 2003

Board of Directors
NCI Holdings, Inc.
268 West 400 South
Salt Lake City, Utah 84101

Standard Registrar & Transfer Company, Inc.
12528 South 1840 East
Draper, Utah 84020

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

Gentlemen:

     I have acted as special counsel for NCI Holdings, Inc.., a Nevada
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 2003 Benefit Plan of NCI Holdings, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
four million (4,000,000) shares of the Company's common stock, par value $.001
(the "Shares").

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

 1. The Company's  Articles of Incorporation,  amendment(s)  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 September 10, 2003,  authorizing  and
approving  the  Company's   2003 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, 2002 and
the Company's Form 10-QSB for the quarterly period ended June 30, 2003;

 6.  Such other documents as I have deemed necessary for the purposes of this Opinion.

      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 Nevada; 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 four million (4,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the number 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
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the 2003 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the common stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non- assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations 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, has been paid in full and actually received
     by the Company.
(C) 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.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents were duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (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) I am admitted to practice law in the State of New York. I am not
     admitted to practice law in the State of Nevada 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 Nevada court or any other court would apply Nevada 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.

     (G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as of the signature date with respect
     to the same. I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect of this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.
Sincerely,
/s/ Gerald Einhorn
------------------
Gerald Einhorn
Bongiovanni & Associates, P.A
                              21311 W. Catawaba Ave
                               Cornelius, NC 28031

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of NCI Holdings, Inc. ("NCI") for the registration of the issuance of
up to 4,000,000 shares of common stock of NCI pursuant to the 2003 Benefit Plan
of NCI Holdings, Inc. of our report dated April 23, 2003 on our audit of the
financial statements of NCI included as an exhibit in NCI's Annual Report on
Form 10-KSB dated April 22, 2003, filed with the Securities and Exchange
Commission.

BONGIOVANNI & ASSOCIATES, P.A.
September 10, 2003