SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Cathayonline, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

          Nevada                                      88-0346952
          --------                                    ----------
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

                575 Madison Avenue, 9th Floor, New York, NY 10022
                -------------------------------------------------
                    (Address of principal executive offices)

                   The 2001 Benefit Plan of Cathayonline, Inc.
                   -------------------------------------------
                            (Full title of the plan)


  Brian W. Ransom, 575 Madison Avenue, 9th Floor, Suite 123, New York, NY 10022
--------------------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (212) 888-6822
                                               ---------------

                         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, 0.001 par      10,000,000       $0.06                $600,000            $150
value
=========================    ==========   ===================  ===================    ==================

========================================================================================================
</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 April 23, 2001 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.





                                    Page -1-

<PAGE>

                     2001 Benefit Plan of Cathayonline, 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 Cathayonline, 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
          June 30, 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 June 30, 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 Form 10-SB filed with the Commission on December 13, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

         Richard D. Surber, an attorney licensed to practice law in the State of
California, and a selling shareholder herein, is named herein as having rendered
an opinion on the validity of the securities being registered herein and with
respect to legal matters concerning the registration and offering of the
securities referred to herein. Mr. Surber will receive 321,500 shares of the
Company's $0.001 par value common stock which represents 1.07% of the issued and
outstanding shares of the Company. The shares are to be received by Mr. Surber
for services rendered to the Company with respect to its filings with the
Securities and Exchange Commission. Item 6. Indemnification of Directors and
Officers

         The Company's Bylaws and section 78.751 of the Nevada Revised Statutes
provide for indemnification of the Company's officers and directors in certain
situations where they might otherwise personally incur liability, judgments,
penalties, fines and expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the Company.

Section 78.751. Indemnification of officers, directors, employees and agents;
advancements of expenses, states the following:


1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted 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 termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act 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 that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonable entitled to indemnity for such expenses as the court deems
proper.

                                    Page -3-

<PAGE>

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

         (a) By the stockholders;

         (b) By the board of directors by majority vote of a quorum consisting
         of directors who were not parties to the act, suit or proceeding; (c)If
         a majority vote of a quorum consisting of directors who were not
         parties to the act, suit or proceeding so orders, by independent legal
         counsel in a written opinion; or (d).If a quorum consisting of
         directors who were not parties to the act, suit or proceeding cannot be
         obtained, by independent legal counsel in a written opinion.

5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:

         (a).Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 5, 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.
         (b).Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

To the extent that indemnification may be related to liability arising under the
Securities Act, the Securities and Exchange Commission takes the position that
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

                                    Page -4-

<PAGE>

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

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 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 Securities and Exchange 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.

                                    Page -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, on April 23, 2001.

                   Cathayonline, Inc.

                   By: /s/  Brian W. Ransom
                      -------------------------------------------
                       Brian W. Ransom, as President and Director



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Brian W. Ransom 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 Securities and Exchange 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/ Brian W. Ransom                 President and Director       April 23, 2001
----------------------
Brian W. Ransom



/s/ Kenneth M. Levy                  Director                     April 23, 2001
----------------------
Kenneth M. Levy



                                    Page -6-

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ----------------------------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                           ----------------------------




                               Cathayonline, Inc.
                             (a Nevada corporation)
                           ----------------------------




                                    Page -7-

<PAGE>







INDEX TO EXHIBITS



Exhibits     SEC Ref. No.          Description of Exhibit
--------     ------------          ----------------------
A                 4            2001 Stock Benefit Plan of the Company

B              5, 23(b)        Opinion and consent of Counsel with respect to
                               the legality of the issuance of securities being
                               issued

C               23(a)          Consent of Accountant

D               (99)            Prospectus of Cathayonline, Inc.







                                    Page -8-

<PAGE>






                              THE 2001 BENEFIT PLAN

                                       OF

                               CATHAYONLINE, INC.





<PAGE>



                   THE 2001 BENEFIT PLAN OF CATHAYONLINE, INC.

         Cathayonline, Inc., a Nevada corporation (the "Company"), hereby adopts
The 2001 Benefit Plan of Cathayonline, Inc. (the "Plan") this 23rd day of April,
2001. 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 ten million (10,000,000)
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

                                    Page -1-

<PAGE>

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.

                                    Page -2-

<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 Common 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 Common Stock or a change in
the number of issued and outstanding shares of Common 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 10 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/ Brian W. Ransom
-------------------------------
Brian W. Ransom, President


                                    Page -3-

<PAGE>


                                RICHARD D. SURBER
                               ATTORNEY- AT- LAW*
                            200 South Los Robles Ave
                                    Suite 230
                           Pasadena, California 91101

                                                    *Admitted only in California


April 23, 2001


Board of Directors
Cathayonline, Inc.
575 Madison Avenue, 9th Floor, Suite 123
New York, NY 10022

Re: Form S-8 Registration Statement

Gentlemen:

     I have acted as special counsel for Cathayonline, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission ("the Commission") under the Securities
Act of 1933, as amended, ("the Act") of a registration statement on Form S-8
(the "Registration Statement"). The Company is registering a Benefit Plan
entitled "The 2001 Benefit Plan of Cathayonline, Inc." (the "Benefit Plan")
pursuant to which the Company has authorized the issuance of 10,000,000 shares
of the Company's common stock, par value $.001. In connection with the Company's
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of the aforementioned 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 and 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;
     2. The Registration Statement herein referenced;
     3. The authorization and approval, dated April 23, 2001, by the Company's
     Board of Directors of the Company's 2001 Benefit Plan concerning the Shares
     and 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 June 30, 2000 and the Company's Form 10-QSB for the quarterly
     period ended September 30, 2000 and December 31, 2000;

<PAGE>



     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 decumbent 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 number of 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 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 2001 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 nonassessable, 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 was
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

<PAGE>

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 California. 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 to 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 to 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
written consent.

Sincerely,

/s/ Richard D. Surber
-----------------------
Richard D. Surber

<PAGE>
                      (Letterhead of Robinson, Hill & Co.)
                         1366 East Murray Holladay Road
                           Salt Lake City, Utah 84117


                          CERTIFIED PUBLIC ACCOUNTANTS


                                              April 26, 2001


Cathayonline, Inc.
575 Madison Avenue, 9th Floor, Suite 123
New York, NY 10022

Gentlemen:

     We hereby consent to the use of our audit report of Cathayonline,  Inc. and
subsidiaries  dated  September  27, 2000 for the year ended June 30, 2000 in the
Form S-8 of Cathayonline, Inc. dated April 23, 2001.



Sincerely,

Robinson, Hill & Co.

/s/ Robinson, Hill & Co.
------------------------

Certified Public Accountants

<PAGE>
                           SECTION 10(A) PROSPECTUS OF
                               CATHAYONLINE, INC.

         April 23, 2001: This document constitutes part of a prospectus covering
securities of Cathayonline, Inc., a Nevada corporation (the "Company"), that
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). This document, a Section 10(a) Prospectus, contains and
constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended June 30, 2000, which is incorporated herein by
this reference, is the third section with which offerees are being
constructively provided. Finally, offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise, which is to be
completed and submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

         The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2001 Benefit Plan of
Cathayonline, Inc." (the "Plan"). Pursuant to the Plan, the Board can authorize
the issuance of stock or options to purchase stock up to an aggregate of ten
million shares of common stock of the Company, par value $0.001 per share (the
"Common Stock"), over a maximum of a five year period, although the Board may
shorten this period.

         The Board adopted the Plan on April 23, 2001. The Plan is intended to
aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Brian W. Ransom, Owen L. Li, and
Kenneth M. Levy. The address of the Board is c/o the Company,575 Madison Avenue,
9th Floor, Suite 123, New York, NY 10022, telephone number (212) 888- 6822.

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board

<PAGE>

members.

         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

         Shares and options providing for the issuance or purchase of shares
equaling a maximum of three million shares of Common Stock may be granted under
the Plan. All options under the Plan are "non- qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
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.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

         Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.

         The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. 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.

         The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under the Plan. The Plan

<PAGE>

shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which an option for the ten
millionth share is either granted under the Plan or on which the ten millionth
share is de-registered on a post-effective amendment on Form S-8 filed with the
Securities and Exchange Commission (the "SEC"). No options may be granted under
the terms of the Plan after it has been terminated. The Board may alter or amend
the Plan only once during any six month period, except as to comply with changes
to the Code. No termination, suspension, alteration or amendment may adversely
affect the rights of a holder of a previously issued option without the consent
of that holder.

Resale of Common Stock

         Shares of Common Stock issued or purchased on exercise of options
granted under the Plan will have been initially registered pursuant to a Form
S-8 Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

         As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of April 23, 2001.

Tax Effects of Plan Participation & Non-statutory Options

         The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.

         Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.

         If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

         The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of


<PAGE>

compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Brian
W. Ransom,575 Madison Avenue, 9th Floor, Suite 123, New York, NY 10022.



/s/ Brian W. Ransom
__________________________________                      Dated: April 23, 2001
Brian W. Ransom , Director
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 51101}]
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Cathayonline, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

          Nevada                                      88-0346952
          --------                                    ----------
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

                575 Madison Avenue, 9th Floor, New York, NY 10022
                -------------------------------------------------
                    (Address of principal executive offices)

                   The 2001 Benefit Plan of Cathayonline, Inc.
                   -------------------------------------------
                            (Full title of the plan)

  Brian W. Ransom, 575 Madison Avenue, 9th Floor, Suite 123, New York, NY 10022
--------------------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (212) 888-6822
                                               ---------------

                         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, 0.001 par      10,000,000       $0.06                $600,000            $150
value
=========================    ==========   ===================  ===================    ==================

========================================================================================================
(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 April 23, 2001 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
2001 Benefit Plan of Cathayonline, 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 Cathayonline, 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
          June 30, 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 June 30, 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 Form 10-SB filed with the Commission on December 13, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

         Richard D. Surber, an attorney licensed to practice law in the State of
California, and a selling shareholder herein, is named herein as having rendered
an opinion on the validity of the securities being registered herein and with
respect to legal matters concerning the registration and offering of the
securities referred to herein. Mr. Surber will receive 321,500 shares of the
Company's $0.001 par value common stock which represents 1.07% of the issued and
outstanding shares of the Company. The shares are to be received by Mr. Surber
for services rendered to the Company with respect to its filings with the
Securities and Exchange Commission. Item 6. Indemnification of Directors and
Officers

         The Company's Bylaws and section 78.751 of the Nevada Revised Statutes
provide for indemnification of the Company's officers and directors in certain
situations where they might otherwise personally incur liability, judgments,
penalties, fines and expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the Company.

Section 78.751. Indemnification of officers, directors, employees and agents;
advancements of expenses, states the following:

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted 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 termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act 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 that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonable entitled to indemnity for such expenses as the court deems
proper.

                                    Page -3-
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

         (a) By the stockholders;

         (b) By the board of directors by majority vote of a quorum consisting
         of directors who were not parties to the act, suit or proceeding; (c)If
         a majority vote of a quorum consisting of directors who were not
         parties to the act, suit or proceeding so orders, by independent legal
         counsel in a written opinion; or (d).If a quorum consisting of
         directors who were not parties to the act, suit or proceeding cannot be
         obtained, by independent legal counsel in a written opinion.

5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:

         (a).Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 5, 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.
         (b).Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

To the extent that indemnification may be related to liability arising under the
Securities Act, the Securities and Exchange Commission takes the position that
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

                                    Page -4-
Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

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 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 Securities and Exchange 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.

                                    Page -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, on April 23, 2001.

                   Cathayonline, Inc.

                   By: /s/  Brian W. Ransom
                      -------------------------------------------
                       Brian W. Ransom, as President and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Brian W. Ransom 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 Securities and Exchange 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/ Brian W. Ransom                 President and Director       April 23, 2001
----------------------
Brian W. Ransom

/s/ Kenneth M. Levy                  Director                     April 23, 2001
----------------------
Kenneth M. Levy

                                    Page -6-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ----------------------------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                           ----------------------------

                               Cathayonline, Inc.
                             (a Nevada corporation)
                           ----------------------------

                                    Page -7-
INDEX TO EXHIBITS

Exhibits     SEC Ref. No.          Description of Exhibit
--------     ------------          ----------------------
A                 4            2001 Stock Benefit Plan of the Company

B              5, 23(b)        Opinion and consent of Counsel with respect to
                               the legality of the issuance of securities being
                               issued

C               23(a)          Consent of Accountant

D               (99)            Prospectus of Cathayonline, Inc.

                                    Page -8-
THE 2001 BENEFIT PLAN

                                       OF

                               CATHAYONLINE, INC.
THE 2001 BENEFIT PLAN OF CATHAYONLINE, INC.

         Cathayonline, Inc., a Nevada corporation (the "Company"), hereby adopts
The 2001 Benefit Plan of Cathayonline, Inc. (the "Plan") this 23rd day of April,
2001. 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 ten million (10,000,000)
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

                                    Page -1-
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.

                                    Page -2-
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 Common 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 Common Stock or a change in
the number of issued and outstanding shares of Common 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 10 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/ Brian W. Ransom
-------------------------------
Brian W. Ransom, President

                                    Page -3-
RICHARD D. SURBER
                               ATTORNEY- AT- LAW*
                            200 South Los Robles Ave
                                    Suite 230
                           Pasadena, California 91101

                                                    *Admitted only in California

April 23, 2001

Board of Directors
Cathayonline, Inc.
575 Madison Avenue, 9th Floor, Suite 123
New York, NY 10022

Re: Form S-8 Registration Statement

Gentlemen:

     I have acted as special counsel for Cathayonline, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission ("the Commission") under the Securities
Act of 1933, as amended, ("the Act") of a registration statement on Form S-8
(the "Registration Statement"). The Company is registering a Benefit Plan
entitled "The 2001 Benefit Plan of Cathayonline, Inc." (the "Benefit Plan")
pursuant to which the Company has authorized the issuance of 10,000,000 shares
of the Company's common stock, par value $.001. In connection with the Company's
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of the aforementioned 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 and 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;
     2. The Registration Statement herein referenced;
     3. The authorization and approval, dated April 23, 2001, by the Company's
     Board of Directors of the Company's 2001 Benefit Plan concerning the Shares
     and 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 June 30, 2000 and the Company's Form 10-QSB for the quarterly
     period ended September 30, 2000 and December 31, 2000;
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 decumbent 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 number of 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 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 2001 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 nonassessable, 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 was
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 California. 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 to 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 to 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
written consent.

Sincerely,

/s/ Richard D. Surber
-----------------------
Richard D. Surber
(Letterhead of Robinson, Hill & Co.)
                         1366 East Murray Holladay Road
                           Salt Lake City, Utah 84117

                          CERTIFIED PUBLIC ACCOUNTANTS

                                              April 26, 2001

Cathayonline, Inc.
575 Madison Avenue, 9th Floor, Suite 123
New York, NY 10022

Gentlemen:

     We hereby consent to the use of our audit report of Cathayonline,  Inc. and
subsidiaries  dated  September  27, 2000 for the year ended June 30, 2000 in the
Form S-8 of Cathayonline, Inc. dated April 23, 2001.

Sincerely,

Robinson, Hill & Co.

/s/ Robinson, Hill & Co.
------------------------

Certified Public Accountants
SECTION 10(A) PROSPECTUS OF
                               CATHAYONLINE, INC.

         April 23, 2001: This document constitutes part of a prospectus covering
securities of Cathayonline, Inc., a Nevada corporation (the "Company"), that
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). This document, a Section 10(a) Prospectus, contains and
constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended June 30, 2000, which is incorporated herein by
this reference, is the third section with which offerees are being
constructively provided. Finally, offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise, which is to be
completed and submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

         The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2001 Benefit Plan of
Cathayonline, Inc." (the "Plan"). Pursuant to the Plan, the Board can authorize
the issuance of stock or options to purchase stock up to an aggregate of ten
million shares of common stock of the Company, par value $0.001 per share (the
"Common Stock"), over a maximum of a five year period, although the Board may
shorten this period.

         The Board adopted the Plan on April 23, 2001. The Plan is intended to
aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Brian W. Ransom, Owen L. Li, and
Kenneth M. Levy. The address of the Board is c/o the Company,575 Madison Avenue,
9th Floor, Suite 123, New York, NY 10022, telephone number (212) 888- 6822.

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of shares
or options and establish any other terms for the shares or options not already
established in the Company's Plan. Information concerning changes in the Plan
Administrators will be provided in the future either in the Company's proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

         Shares and options providing for the issuance or purchase of shares
equaling a maximum of three million shares of Common Stock may be granted under
the Plan. All options under the Plan are "non- qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
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.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which employees shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

         Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.

         The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. 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.

         The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which an option for the ten
millionth share is either granted under the Plan or on which the ten millionth
share is de-registered on a post-effective amendment on Form S-8 filed with the
Securities and Exchange Commission (the "SEC"). No options may be granted under
the terms of the Plan after it has been terminated. The Board may alter or amend
the Plan only once during any six month period, except as to comply with changes
to the Code. No termination, suspension, alteration or amendment may adversely
affect the rights of a holder of a previously issued option without the consent
of that holder.

Resale of Common Stock

         Shares of Common Stock issued or purchased on exercise of options
granted under the Plan will have been initially registered pursuant to a Form
S-8 Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

         As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of April 23, 2001.

Tax Effects of Plan Participation & Non-statutory Options

         The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.

         Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(ii) above.

         If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

         The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at Attn: Brian
W. Ransom,575 Madison Avenue, 9th Floor, Suite 123, New York, NY 10022.

/s/ Brian W. Ransom
__________________________________                      Dated: April 23, 2001
Brian W. Ransom , Director