As filed with the Securities and Exchange Commission on May 23, 2002
                     Registration No. 333-_________________


                       SECURITIES AND EXCHANGE COMMISSSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                              OPTIONS TALENT GROUP
                      ------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           Nevada                                   56-105-1491
        -----------                               ---------------
(State  or  Other  Jurisdiction                     I.R.S  EIN
      of  Incorporation)


                   9000 SUNSET BLVD, PH, LOS ANGELES, CA 90069
      --------------------------------------------------------------------
                    (Address or Principal Executive Offices)


                              OPTIONS TALENT GROUP
                        2002 INCENTIVE STOCK OPTION PLAN
             -------------------------------------------------------
                            (Full Title of the Plan)


                                   Mark Tolner
                                 ---------------
                                    President


                 1170 Park Center Drive, Orlando, Florida 32835
                                 (407) 240-1656
           ----------------------------------------------------------
            (Name, address and telephone number of agent for service)


                            ________________________



                                  Page 1 of 15
<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                  <C>                 <C>          <C>             <C>
                                         PROPOSED     PROPOSED
                     AMOUNT TO           MAXIMUM      MAXIMUM
TITLES AS OF         BE                  OFFERING     AGGREGATE       AMOUNT OF
SECURITIES TO        REGISTERED          PRICE PER    OFFERING        REGISTRATION
BE REGISTERED           (1)              SHARE (2)    PRICE (2)       FEE

Common Stock,
..001 par value (3)   50,000,000 Shares   $      .086  $ 4,300,000.00  $      395.60
                     ------------------  -----------  --------------  -------------
<FN>
Notes:
1.  Plus such additional amount which may result from stock splits, stock dividends
or  similar  transactions  with  respect  to  undistributed  shares.
2.  Estimated  solely for the purpose of calculating the amount of the registration
fee  pursuant  to  Rule  457(h)  promulgated  under  the Securities Act of 1933, as
amended  (the  "Securities  Act").  Pursuant  to  Rule 457(h), the proposed maximum
aggregate  offering  price  represents  the  average  unit  price on April 23, 2002
multiplied  by  the  number  of  shares  registered  multiplied  by  .000092.
3.  In  addition,  pursuant  to  Rule  416  (c)  under  the  Securities  Act,  the
registration  statement  also  covers  an  indeterminate  amount of interests to be
offered  or  sold  pursuant  to  the  employees  benefit plan and described herein.
Pursuant to Rule 457 (h) (2), no separate registration fee is required with respect
to  interests  in  the  Plan.
</TABLE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

     The  document(s) containing the information specified in Part I of the Form
S-8  will  be  sent  or  given  to participants in the Options Talent Group 2002
Incentive  Stock  Option Plan (the "2002 Plan") as specified by Rule 428 (b) (1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act.

     Such  documents(s)  are not being filed with the Commission, but constitute
(along  with  the  documents  incorporated  by  reference  into the Registration
Statement  pursuant  to  Item  3 of Part II hereof)  a prospectus that meets the
requirements  of  Section  10  (a)  of  the  Securities  Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  Registrant  hereby  incorporates  by  reference into this Registration
Statement  the  following  documents:

     (i)     the  Registrants'  2001  Annual  Report  on  Form  10-KSB;

     (ii)     all  other  reports and documents filed by the Registrant pursuant
to  Section  13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  since  the  end  of  the  fiscal  year  covered  by the
Registrant's  2001  Annual  Report  on  Form  10-KSB  and

     (iii)     the description of the Registrant's Common Stock contained in the
Registrant's  Registration Statements under the Securities Exchange Act of 1934,
including  any  amendment  or  report  filed  for  the  purpose of updating such
description.

     All  documents subsequently filed by the Registrant pursuant to Sections 13
(a),  13  (c),  14  and  15  (d)  of  the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been  sold  which  deregisters  all  securities  then remaining unsold, shall be
deemed  to  be incorporated herein by reference and to be a part hereof from the
date  of  filing  of  such  documents.



                                  Page 2 of 15
<PAGE>


ITEM  4.          DESCRIPTION  OF  SECURITIES.

          Not  applicable.

ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

          The legality of the Common Stock offered pursuant to this Registration
Statement  has  been  passed  upon  for  the Company by Alexander H. Walker III,
American  Plaza  II,  57  West 200 South, Suite 400, Salt Lake City, Utah 84101.

ITEM  6.          INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

          The  Registrant  has authority under Nevada General Corporation Law to
indemnify its directors and officers to the extent provided for in such statute.

          The  provisions  of  Nevada  General  Corporation  Law  that authorize
indemnification  do  not  eliminate  the  duty  of  care  of  a director, and in
appropriate  circumstances  equitable remedies such as injunctive or other forms
of  non-monetary  relief  will  remain available under Nevada law.  In addition,
each  director  will  continue  to be subject to liability for (a) violations of
criminal  laws,  unless the director had reasonable cause to believe his conduct
was  lawful,  (b)  deriving an improper personal benefit from a transaction, (c)
voting  for  or assenting to an unlawful distribution and (d) willful misconduct
or conscious disregard for the best interests of the Registrant in proceeding by
or  in  the  right  of the Registrant to procure a judgment in its favor or in a
proceeding  by or in the right of a shareholder.   The statute does not affect a
director's  responsibilities under any other law, such as the federal securities
or  state  or  federal  environmental  laws.

Under  the  Registrant's Articles of Incorporation, By Laws and applicable state
law, the Registrant will indemnify its directors, officers, employees and agents
against  all  expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement which are actually and reasonably incurred in connection with
any  threatened,  pending  or  actually  completed  action, suit or proceedings,
whether  civil,  criminal,  administrative  or  investigative, to which any such
person  becomes  subject as result of having served in such role, as an employee
or  agent  of  the  Registrant,  or  at  the Registrant's request as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise.  However,  except  as  described  below,  such
indemnification  will  be  made only if such person acted in good faith and in a
manner  he  or  she  reasonably  believed  to be in, or not opposed to, the best
interests  of  the  Registrant  and  with  respect  to  any  criminal  action or
proceeding,  had no reasonable cause to believe his or her 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 will
not,  of itself, create a presumption that such person did not act in good faith
and  in  a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, or with any criminal action or proceeding,
did  not  have reasonable cause to believe that his or her conduct was unlawful.

     At  present, there is no pending litigation or other proceeding involving a
director  or  officer  of  the  Registrants as to which indemnification is being
sought,  nor is the Registrant aware of any threatened litigation that my result
in  claims  for  indemnification  by  any  officer  or  director.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

          Not  applicable.

ITEM  8.     EXHIBITS.

          See  "Exhibit  Index"  on  page  6  below.


                                  Page 3 of 15
<PAGE>


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

               (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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

          (c)     Insofar  as  indemnification for liabilities arising under the
Securities  Act  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  the  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
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 4 of 15


<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  for  the Securities act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Orlando,  State  of  Florida  on May 20, 2002.

                                   OPTIONS  TALENT  GROUP

                                   By:  /S/  Mark  Tolner
                                        -------------------------------
                                             Mark  Tolner,  President

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  or  amendment thereto has been signed by the following persons in the
capacities  and  on  the  dates  indicated.

By his signature, each of the following persons authorizes Mark Tolner with full
power of substitution, to execute in his name and on his behalf, and to file any
amendments  (including,  without  limitation, post-effective amendments) to this
Registration  Statement  necessary or advisable in the opinion of any of them to
enable  the Company to comply with the Securities Act, and any rules, regulation
and  requirements  of  the  Commission  thereunder,  in  connection  with  the
registration  of  the  additional  securities  which  are  the  subject  of  the
Registration  Statement.



SIGNATURE                    TITLE                             DATE
-----------------            ---------                         --------

/S/  MOHAMED  HADID          Chairman                          May 20, 2002
----------------------
     Mohamed  Hadid

/S/  MARK  TOLNER            Director,  President,  &  COO     May 20, 2002
----------------------
     Mark  Tolner

/S/  TOM WEINARD             Director                          May 20, 2002
----------------------
     Tom Weinard

/S/  RAFIAH  KASHMIRI        Director                          May 23, 2002
----------------------
     Rafiah  Kashmiri



                                  Page 5 of 15


<PAGE>
                                  EXHIBIT INDEX



NO.          DESCRIPTION                                                   PAGE
---          --------------------                                         ------

5          Opinion  of  Alexander  H.  Walker III                            7

23.1       Consent  of  Alexander  H.  Walker  III
           (contained  in  Exhibit  5)                                       7

23.2(a)    Consent  of  Merdinger,  Fruchter,  Rosen  &  Corso,  P.C.        9

24          Power of Attorney is included on the signature page
            of this Registration  Statement                                  5



                                  Page 6 of 15
<PAGE>



                                                                       Exhibit 5

                             ALEXANDER H. WALKER III
                                ATTORNEY AT LAW
                                American Plaza II
                          57 West 200 South, Suite 400
                           Salt Lake City, Utah 84101
                                 (801) 363-0100
                              (801) 521-3301 (Fax)


                                 April 22, 2002


Mohamed  Hadid,  Chairman
Options  Talent  Group
9000  Sunset  Blvd.,  PH
Los  Angeles,  CA  90069


Dear  Mr.  Hadid:

     Pursuant  to  the  request of Options Talent Group. (the "Company"), I have
reviewed the form of Registration Statement which the Company is filing with the
Securities  and Exchange Commission, on Form S-8 (the "Registration Statement"),
in  connection  with  the  registration  under  the  Securities  Act of 1933, as
amended, of 50,000,000 share of the Company's Common Stock (the"Stock") issuable
pursuant  to,  satisfaction  of,  conditions  set  forth in 2002 Incentive Stock
Option  Plan  of  Options  Talent  Group  (the  "Employee  Options  Plan").

     In  rendering  the  following opinion, I have examined and relied only upon
the  documents, which the company has provided. Those documents are specifically
described  below.  In  my  examination,  I  have  assumed the genuineness of all
signatures,  the  authenticity,  accuracy  and  completeness  of  the  documents
submitted  to me as originals, and the conformity with the original documents of
all  documents  submitted  to  me  as copies.  My examination was limited to the
following  documents  and  no  others:

1.          The  Registration  Statement;

2.          2002  Incentive  Stock  Option  Plan  of  Options  Talent  Group;

3.          A  Form  of  the  Options  Grant  Certificate.

     I  have  not  undertaken,  nor  do  I  intend to undertake, any independent
investigation  beyond  such  documents  and  records,  nor  have  I verified the
adequacy  or  accuracy of such documents and records.  Based upon the foregoing,
it  is  my  opinion  that:  (i)  the Stock to be issued under the Employer Stock
Option  Plan,  subject  to  effectiveness  of  the  Registration  Statement  and
compliance with applicable blue sky laws, and approval of the Company's board of
directors,  when  issued,  will  be  duly and validly authorized, fully paid and
non-assessable;  and  (ii)  no  consent, approval, order or authorization of any
regulatory  board,  agency,  or  instrumentality  having  jurisdiction  over the
Company  or  its  properties  (other  than  registration  under  the  Act  or
qualification  under  state  securities  of  Blue Sky laws or clearance from the
NASD)  is  required  for  the  valid authorization, issuance and delivery of the
Stock,  or,  if  required, it has been obtained and is in full force and effect.


                                  Page 7 of 15
<PAGE>

     I  express  no  opinion  as to compliance with the securities or "blue sky"
laws  of  any  state  in which the Stock maybe delivered upon fulfillment of the
agreements  or  in  which  the Stock is proposed to be offered and sold.  I also
express no opinion as to the effect, if any, which non-compliance with such laws
might  have  on  the  validity  of  issuance  of  the  Stock.

     I  consent  to  the filing of this opinion as an exhibit to any filing made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act  for  the purposes of registering, qualifying or
establishing  eligibility for an exemption from registration or qualification of
the  stock  issued as described in the Registration Statement in connection with
the  offering  described  therein.  Other  than  as  provided  in  the preceding
sentence,  this opinion: (i) is addressed solely to you;  (ii) may not be relied
upon by any other party; (iii) covers only matters of federal law and nothing in
this  opinion  shall  be  deemed to imply any opinion related to the laws of any
other  jurisdiction;  (iv)  may  not  be  relied  upon  for  any  other  purpose
whatsoever.  Nothing  in this opinion shall be deemed to relate to or constitute
an  opinion  concerning  any  matters  not  specifically  set  forth  above.

     By  giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term  "expert"  as used in Section 11 of the Securities Act of 1933, as amended,
or  the  Rules  and  Regulations  of  the  Securities  and  Exchange  Commission
promulgated  thereunder.

     The  information  set  forth  herein  is  as of the date of this letter.  I
disclaim  any  undertaking  to  advise you of changes which may be brought to my
attention  after  the  effective  date  of  the  Registration  Statement.

                              Sincerely,

                              /S/  Alexander  H.  Walker  III
                              -------------------------------
                                   Alexander  H.  Walker  III

AHWIII:dmr


                                  Page 8 of 15
<PAGE>


                                                                Exhibit 23.2 (a)




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS






     We  hereby  consent  to the incorporation by reference in this Registration
Statement  on  Form  S-8 of our report dated July 3, 2001 included in the annual
report of Sector Communications, Inc. on Form 10-KSB for the year ended February
28,  2001  and  to  the  reference  to our Firm as "Experts" in the Registration
Statement.




                    /S/  MERDINGER,  FRUCHTER,  ROSEN  &  CORSO,  P.C.
                    --------------------------------------------------
                         MERDINGER,  FRUCHTER,  ROSEN  &  CORSO,  P.C.
                         Certified  Public  Accountants


New  York,  New  York
April  23,  2002

                                  Page 9 of 15
<PAGE>

15

                                                                     EXHIBIT 4.1
     2002  INCENTIVE  STOCK  OPTION  PLAN
     OF  OPTIONS  TALENT  GROUP

ARTICLE  I     General
               -------

1.1      Purpose.
         -------

     This  Incentive  Stock  Option  Plan  (the "Plan") is established to create
additional incentive for employees, consultants, directors and other persons and
entities  affiliated  with  Options  Talent  Group,  a  Nevada  corporation (the
"Company"),  and  its  subsidiaries,  if  any  (the "Affiliates") to promote the
financial  success  and  progress  of  the  Company  and  its  Affiliates.

1.2     Administration.
        --------------

     The  Plan  shall  be  administered by the Company's Board of Directors (the
"Board") and/or by a duly appointed committee of the Board having such powers as
shall  be  specified  by  the  Board (the "Plan Administrator").  Any subsequent
references  to the Board shall also mean the committee if it has been appointed.

     Subject  to  the limitations of the Plan, the Board shall have the sole and
complete  authority  (i) to select from the regular employees of the Company and
its  Affiliates  those who shall participate in the Plan ("Employee Participant"
or  "Employee Participants"), (ii) to select such additional individuals who are
directors  of  the  Company  and its Affiliates, or who are otherwise affiliated
with the Company and its Affiliates, and who are determined in the discretion of
the  Board  to  perform  valuable services for the Company and its Affiliates to
participate  in  the  Plan  ("Non-Employee  Participant"  or  "Non-Employee
Participants"),  (iii)  to  make  awards  in  such forms and amounts as it shall
determine,  (iv)  to  impose  such limitations, restrictions and conditions upon
such  awards  as  it shall deem appropriate and (v) to interpret the Plan and to
adopt,  amend  and  rescind  administrative  guidelines  and  other  rules  and
regulations  relating  to  the  actions  necessary  or  advisable  for  the
implementation  and  administration  of the Plan.  The Board's determinations on
matters  within  its  authority shall be conclusive and binding upon the Company
and  its  Affiliates  and  all  other  persons.  (Employee  Participants  and
Non-Employee  Participants are hereinafter sometimes collectively referred to as
"Participants").

     The Board shall act on behalf of the Company as sponsor of the Plan. Except
as  otherwise  provided  in section 2.4 hereof, all expenses associated with the
Plan  shall  be  borne  by  the  Company.


                                  Page 10 of 15
<PAGE>


1.3     Eligibility.
        -----------

     Participants  shall  be  selected  by the Board from (i) employees and (ii)
non-employee  directors,  consultants  and  others  who  have  the  capacity  to
contribute  to  the  success of the Company and its Affiliates.  In making these
selections  and in determining the form and amount of awards, the Board may give
consideration  to  the  functions and responsibilities of the individual, his or
her  past,  present  and  potential  contributions  to  the  Company's  and  its
Affiliates  profitability  and sound growth, the value of his or her services to
the  Company  and its Affiliates and other factors deemed relevant by the Board.

1.4     Types  of  Awards  under  the  Plan.
        ------------------------------------

     Awards  under  the  Plan may be in the form of either of the following: (i)
Incentive  Stock  Options  ("ISOs"),  (ii) Non Qualified Stock Options ("NQSOs")
(hereinafter  ISOs  and  NQSOs  are  sometimes  collectively  referred  to  as
"Options").  A  Participant  may,  if  otherwise eligible, be granted additional
Options  from  time  to  time.

1.5     Shares  Subject  to  the  Plan.
        ------------------------------

     Shares of stock issued under the Plan may be in whole or in part authorized
and  unissued or treasury shares of the Company's non-voting  common stock, with
par value $.001 per share (the "Common Stock").  The maximum number of shares of
Common  Stock,  which  may  be  issued for all purposes under the Plan, shall be
50,000,000,  subject  to adjustment in accordance with the provisions of section
4.2  hereof.  Any  shares  of  Common  Stock subject to an Option, which for any
reason  is  canceled or terminated without having been exercised, shall again be
available  for awards under the Plan.  No fractional shares shall be issued, and
the  Board  shall  determine the manner in which fractional share value shall be
treated.


ARTICLE  II     Terms  of  the  Options
                -----------------------

2.1     Award  of  Options.
        ------------------

Subject  to  the  provisions  of  the  Plan,  the Board shall determine for each
Option  which  need  not be identical) the number of shares for which the Option
shall  be  granted,  whether the Option is an ISO or a NQSO, the option price of
the  Option, the exercisability of the Option and all other terms and conditions
of the Option.  In no event, however, shall any ISO's be awarded to Non-Employee
Participants.  Options  granted  pursuant  to  the  Plan  shall  be evidenced by
written agreements specifying the number of shares covered thereby, in such form
as the Board shall from time to time establish, which agreements may incorporate
all  or any of the terms of the Plan by reference ("Stock Option Certificates").


                                  Page 11 of 15
<PAGE>


2.2     Option  Price.
        -------------

     The purchase price of Common Stock purchasable under ISOs shall be not less
than  the  fair  market value as determined by the Board of the shares of Common
Stock  of the Company on the date of the granting of the ISO, except that, as to
an  employee  who at the time the ISO is granted owns stock possessing more than
10%  of  the  total combined voting power of all classes of stock of the Company
within the meaning of section 422(b)(6) of the Internal Revenue Code of 1986, as
amended  (the  "Code")  (a "Ten Percent Owner Employee"), the option price shall
not be less than 110% of the fair market value of the shares on the date the ISO
is granted.  The option price for NQSOs shall be determined by the Board and may
be  less  than  fair  market  value.

2.3     Term  of  Options.
        -----------------

1.     The  Plan shall become effective on the date of its adoption by the Board
subject to the approval of the Plan by the holders of the majority of the shares
of  stock of the Company entitled to vote at a meeting of the stockholders to be
held  within 12 months of the effective date.  No ISOs shall be awarded pursuant
to  the  Plan  after the expiration of the ten-year period beginning on the date
the  Plan  is  adopted  by  the  Board.

2.     The Board shall have the power to set the time or times within which each
Option  shall be exercisable or the event or events upon the occurrence of which
all  or  a  portion  of  each  Option  shall be exercisable and the term of each
Option, provided, however, that no ISO shall be exercisable after the expiration
of  ten  years  from the date such ISO is granted, and provided further, that no
ISO  granted  to  a  Ten  Percent  Owner Employee shall be exercisable after the
expiration  of  five  years, from the date such ISO is granted.  Notwithstanding
the  foregoing, each Option granted hereunder that is designed by the Board as a
NQSO  shall  expire  not  later  than ten years after the date of grant.  Unless
otherwise  provided  for  by  the  Board  in the grant of the Option, any Option
granted  hereunder  shall  be  exercisable  in  full  immediately  upon  grant.

2.4     Exercise  of  Options.
        ---------------------

     Options  may be exercised only by written notice to the Company, statingthe
number  of  shares of Common Stock being purchased and accompanied by payment of
the option price for the number of such shares being purchased (i) in cash, (ii)
by  tender  to  the Company of shares of the Company's Common Stock owned by the
Participant  and  having  a fair market value not less than the option price, or
(iii)  by  such  other  consideration  as  the Board may approve at the time the
Option is granted.  As soon as practicable after receipt of such notice and full
payment  for  the  shares  of  Common  Stock  being purchased, the Company shall
deliver  to  the  Participant  a  certificate  or  certificates representing the
acquired  shares  of Common Stock.  At the time an Option is exercised, in whole
or  in  part,  or  at  any  time  thereafter  as  requested  by the Company, the
Participant  shall  pay,  or make adequate provisions for payment of federal and
state  income and employment tax withholding obligations of the Company, if any,
which  arise  upon  exercise,  in  whole  or  in  part,  of  the  Option or upon
disposition of the shares acquired by exercise of the Option. The Company in its
sole  discretion  shall  determine  the applicability of such withholding taxes.

                                  Page 12 of 15
<PAGE>


2.5     Limitations  on  ISOs.
        ---------------------

     1.     Under  the  terms  of  the  Plan,  the  aggregate  fair market value
(determined  at  the  time an ISO is granted) of the shares of Common Stock with
respect  to  which  ISOs  are  exercisable  for  the  first  time by an Employee
Participant  during  any calendar year (under all such ISO plans of the Company)
shall  not  exceed  $100,000.



     2.     An  Employee Participant shall have the following rights upon death,
disability  or  other  termination  of  his  or  her  employment:

a.     If  the  Employee  Participant's  employment  is  terminated  by  death,
his  or  her estate or the person who acquired the right to exercise such ISO by
bequest  or  inheritance  from the Employee Participant shall be entitled, for a
period  of  90  days following the date of his or her death, to exercise the ISO
with  respect  to all or any part of the shares of Common Stock subject thereto,
to  the  extent  the  ISO  had  become  exercisable  at  the  time  of  death.

b.     If  the  Employee  Participant's  employment  terminates  because  of
disability  within  the  meaning  of  section 22(e)(3) of the Code, the Employee
Participant  or  his  or  her  legal  representative shall have the right, for a
period  of  90  days following the date of such termination, to exercise the ISO
with  respect  to all or any part of the shares of Common Stock subject thereto,
to  the  extent  the ISO had become exercisable at the time of such termination.

c.     If  the  Employee  Participant's  employment  is  terminated  for  any
reason  other  than  death  or  disability,  as  provided  above,  the  Employee
Participant  holding an ISO under the Plan shall have the right, for a period of
30  days  following such termination, to exercise any ISO with respect to all or
any  part  of the shares of Common Stock subject thereto, to the extent that the
ISO  had  become  exercisable  at  the  time  of  such  termination.


                                  Page 13 of 15
<PAGE>


ARTICLE  III     Miscellaneous  Provisions
                 -------------------------

3.1     Non  Transferability.
        --------------------

     No  Option  award  under  the Plan shall be transferable by any Participant
otherwise  than  by  will  or, if the Participant dies intestate, by the laws of
descent  and  distribution.  All  awards shall be exercisable or received during
the  Participant's  lifetime  only  by  such  Participant  or  his  or her legal
representative.  Any  transfer  contrary  to  this  Section 4.1 will nullify the
Option  involved.

3.2     Adjustments  of  and  Changes  in  Stock.
        ----------------------------------------

     In  the  event that the shares of Common Stock of the Company, as presently
constituted,  shall  be changed into or exchanged for a different number or kind
of  shares of stock (as defined in section 424 of the Code) of the Company or of
another  corporation  (whether  by  reason  of  corporate merger, consolidation,
acquisition  of  property or stock separation, reorganization or liquidation) or
if  the  number  of  such  shares of Common Stock shall be increased through the
payment  of  a  stock  dividend, then there shall be substituted for or added to
each  share of stock theretofore appropriated or thereafter subject or which may
become  subject to an Option under this Plan, the number and kind of such shares
of  stock into which each outstanding share of Common Stock of the Company shall
be  so  changed,  or  for which each such shares shall be exchanged, or to which
each  such  shares  shall  be entitled, as the case may be.  Outstanding Options
shall  also  be  appropriately  amended  as  to  price and other terms as may be
necessary  to  reflect the foregoing events.  Upon dissolution or liquidation of
the  Company,  or  upon  a  reorganization, merger or consolidation in which the
Company  is not the surviving corporation, or upon the sale of substantially all
of  the property of the Company to another corporation, the Plan and the Options
issued thereunder shall terminate, unless provisions are made in connection with
such  transaction  for the assumption of Options theretofore granted, or for the
substitution  for  such Options of new options of the successor corporation or a
parent  or subsidiary thereof, with appropriate adjustments as to the number and
kinds  of  shares  and  the  per  share  exercise  prices.

3.3     Amendment,  Modification  and  Termination  of  the  Plan.
        ---------------------------------------------------------

     The  Board  of  Directors  may  terminate, amend or modify the Plan, at any
time;  provided, however, that no such action of the Board of Directors, without
approval  of  the  stockholders,  may (i) increase the total number of shares of
Common  Stock  for  which  Options  may  be  granted  under  the Plan, except as
contemplated  in Section 4.2 above, (ii) decrease the minimum ISO price or (iii)
increase  the  maximum ISO term or extend the period after which ISOs may not be
awarded  under  the Plan.  No amendment, modification or termination of the Plan
shall  in any manner affect any Option heretofore granted to a Participant under
the  Plan  without  the  consent  of  the  Participant or the transferee of such
Option.


                                  Page 14 of 15
<PAGE>


3.4     Non-Uniform  Determinations.
        ---------------------------

     The Boards determinations under the Plan, including without limitation, (i)
the  determination  of the Participants to receive awards, (ii) the form, amount
and  timing  of  such  awards, (iii) the terms and provisions of such awards and
(iv)  the agreements evidencing the same, need not be uniform and may be made by
it  selectively  among Participants who receive, or who are eligible to receive,
awards  under the Plan, whether or not such Participants are similarly situated.

3.5     Leaves  of  Absence;  Transfers.
        -------------------------------

     The  Board  shall  be  entitled  to  make  such  rules,  regulations  and
determinations,  as  it deems appropriate under the Plan in respect of any leave
of absence from the Company or its Affiliates granted to a Participant.  Without
limiting  the  generality  of  the  foregoing,  the  Board  shall be entitled to
determine (i) whether or not any such leave of absence shall be treated as if an
Employee  Participant  ceased  to  be  an employee or a Non-Employee Participant
terminated  his or her relationship with the Company and its Affiliates and (ii)
the  impact,  if any, of any such leave of absence on awards under the Plan.  In
the  event  an  Employee  Participant  transfers  within  the  Company  and  its
Affiliates,  such  Participant  shall  not  be  deemed  to  have ceased to be an
employee  for  purposes  of  the  Plan.

3.6     Rights  as  a  Stockholder  or  Employee.
        ----------------------------------------

     No person shall have any rights as a stockholder with respect to any shares
of  Common  Stock covered by an Option until such time as stock certificates for
the  shares  of Common Stock for which the Option has been exercised are issued.
No  adjustment  shall be made for dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued,
except  as  provided in Section 4.2 above.  Nothing in this Plan or in any Stock
Option  Certificate  shall  confer upon any Participant any right to continue in
the  employ  of  the  Company or its Affiliates or interfere in any way with any
right of the Company or its Affiliates to terminate the Participant's employment
at  any  time.

3.7     Termination  of  the  Plan.
        --------------------------

     Termination  of  the  Plan shall not affect the right of Participants under
Options  previously granted to them, and all unexpired Options shall continue in
force  and  operation after termination of the Plan except as they may lapse, be
terminated  or  forfeited  by  their  own  terms  and  conditions.



                                  Page 15 of 15
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 38552}]
{"company-data": {"conformed-name": "OPTIONS TALENT GROUP", "cik": "0000741012", "assigned-sic": "7372", "irs-number": "561051491", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88948", "film-number": "02661241"}, "business-address": {"street1": "9000 SUNSET BLVD", "street2": "PH", "city": "LOS ANGELES", "state": "CA", "zip": "90069", "phone": "3108582653"}, "mail-address": {"street1": "9000 SUNSET BLVD", "street2": "PH", "city": "LOS ANGELES", "state": "CA", "zip": "90069"}, "former-company": [{"former-conformed-name": "AURTEX INC", "date-changed": "19930513"}, {"former-conformed-name": "MILAN INTERNATIONAL", "date-changed": "19920703"}, {"former-conformed-name": "ADCOM SYSTEMS INC /NV/", "date-changed": "19920608"}, {"former-conformed-name": "SECTOR COMMUNICATIONS INC", "date-changed": "19961125"}]}
As filed with the Securities and Exchange Commission on May 23, 2002
                     Registration No. 333-_________________

                       SECURITIES AND EXCHANGE COMMISSSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              OPTIONS TALENT GROUP
                      ------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                   56-105-1491
        -----------                               ---------------
(State  or  Other  Jurisdiction                     I.R.S  EIN
      of  Incorporation)

                   9000 SUNSET BLVD, PH, LOS ANGELES, CA 90069
      --------------------------------------------------------------------
                    (Address or Principal Executive Offices)

                              OPTIONS TALENT GROUP
                        2002 INCENTIVE STOCK OPTION PLAN
             -------------------------------------------------------
                            (Full Title of the Plan)

                                   Mark Tolner
                                 ---------------
                                    President

                 1170 Park Center Drive, Orlando, Florida 32835
                                 (407) 240-1656
           ----------------------------------------------------------
            (Name, address and telephone number of agent for service)

                            ________________________

                                  Page 1 of 15
CALCULATION OF REGISTRATION FEE
PROPOSED     PROPOSED
                     AMOUNT TO           MAXIMUM      MAXIMUM
TITLES AS OF         BE                  OFFERING     AGGREGATE       AMOUNT OF
SECURITIES TO        REGISTERED          PRICE PER    OFFERING        REGISTRATION
BE REGISTERED           (1)              SHARE (2)    PRICE (2)       FEE

Common Stock,
..001 par value (3)   50,000,000 Shares   $      .086  $ 4,300,000.00  $      395.60
                     ------------------  -----------  --------------  -------------
Notes:
1.  Plus such additional amount which may result from stock splits, stock dividends
or  similar  transactions  with  respect  to  undistributed  shares.
2.  Estimated  solely for the purpose of calculating the amount of the registration
fee  pursuant  to  Rule  457(h)  promulgated  under  the Securities Act of 1933, as
amended  (the  "Securities  Act").  Pursuant  to  Rule 457(h), the proposed maximum
aggregate  offering  price  represents  the  average  unit  price on April 23, 2002
multiplied  by  the  number  of  shares  registered  multiplied  by  .000092.
3.  In  addition,  pursuant  to  Rule  416  (c)  under  the  Securities  Act,  the
registration  statement  also  covers  an  indeterminate  amount of interests to be
offered  or  sold  pursuant  to  the  employees  benefit plan and described herein.
Pursuant to Rule 457 (h) (2), no separate registration fee is required with respect
to  interests  in  the  Plan.
PART I
              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

     The  document(s) containing the information specified in Part I of the Form
S-8  will  be  sent  or  given  to participants in the Options Talent Group 2002
Incentive  Stock  Option Plan (the "2002 Plan") as specified by Rule 428 (b) (1)
promulgated  by  the Securities and Exchange Commission (the "Commission") under
the  Securities  Act.

     Such  documents(s)  are not being filed with the Commission, but constitute
(along  with  the  documents  incorporated  by  reference  into the Registration
Statement  pursuant  to  Item  3 of Part II hereof)  a prospectus that meets the
requirements  of  Section  10  (a)  of  the  Securities  Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  Registrant  hereby  incorporates  by  reference into this Registration
Statement  the  following  documents:

     (i)     the  Registrants'  2001  Annual  Report  on  Form  10-KSB;

     (ii)     all  other  reports and documents filed by the Registrant pursuant
to  Section  13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  since  the  end  of  the  fiscal  year  covered  by the
Registrant's  2001  Annual  Report  on  Form  10-KSB  and

     (iii)     the description of the Registrant's Common Stock contained in the
Registrant's  Registration Statements under the Securities Exchange Act of 1934,
including  any  amendment  or  report  filed  for  the  purpose of updating such
description.

     All  documents subsequently filed by the Registrant pursuant to Sections 13
(a),  13  (c),  14  and  15  (d)  of  the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been  sold  which  deregisters  all  securities  then remaining unsold, shall be
deemed  to  be incorporated herein by reference and to be a part hereof from the
date  of  filing  of  such  documents.

                                  Page 2 of 15
ITEM  4.          DESCRIPTION  OF  SECURITIES.

          Not  applicable.

ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

          The legality of the Common Stock offered pursuant to this Registration
Statement  has  been  passed  upon  for  the Company by Alexander H. Walker III,
American  Plaza  II,  57  West 200 South, Suite 400, Salt Lake City, Utah 84101.

ITEM  6.          INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

          The  Registrant  has authority under Nevada General Corporation Law to
indemnify its directors and officers to the extent provided for in such statute.

          The  provisions  of  Nevada  General  Corporation  Law  that authorize
indemnification  do  not  eliminate  the  duty  of  care  of  a director, and in
appropriate  circumstances  equitable remedies such as injunctive or other forms
of  non-monetary  relief  will  remain available under Nevada law.  In addition,
each  director  will  continue  to be subject to liability for (a) violations of
criminal  laws,  unless the director had reasonable cause to believe his conduct
was  lawful,  (b)  deriving an improper personal benefit from a transaction, (c)
voting  for  or assenting to an unlawful distribution and (d) willful misconduct
or conscious disregard for the best interests of the Registrant in proceeding by
or  in  the  right  of the Registrant to procure a judgment in its favor or in a
proceeding  by or in the right of a shareholder.   The statute does not affect a
director's  responsibilities under any other law, such as the federal securities
or  state  or  federal  environmental  laws.

Under  the  Registrant's Articles of Incorporation, By Laws and applicable state
law, the Registrant will indemnify its directors, officers, employees and agents
against  all  expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement which are actually and reasonably incurred in connection with
any  threatened,  pending  or  actually  completed  action, suit or proceedings,
whether  civil,  criminal,  administrative  or  investigative, to which any such
person  becomes  subject as result of having served in such role, as an employee
or  agent  of  the  Registrant,  or  at  the Registrant's request as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise.  However,  except  as  described  below,  such
indemnification  will  be  made only if such person acted in good faith and in a
manner  he  or  she  reasonably  believed  to be in, or not opposed to, the best
interests  of  the  Registrant  and  with  respect  to  any  criminal  action or
proceeding,  had no reasonable cause to believe his or her 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 will
not,  of itself, create a presumption that such person did not act in good faith
and  in  a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, or with any criminal action or proceeding,
did  not  have reasonable cause to believe that his or her conduct was unlawful.

     At  present, there is no pending litigation or other proceeding involving a
director  or  officer  of  the  Registrants as to which indemnification is being
sought,  nor is the Registrant aware of any threatened litigation that my result
in  claims  for  indemnification  by  any  officer  or  director.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

          Not  applicable.

ITEM  8.     EXHIBITS.

          See  "Exhibit  Index"  on  page  6  below.

                                  Page 3 of 15
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)     That,  for the purpose of determining any liability under
the  Securities  Act of 1933, each such post-effective amendment shall be deemed
to  be  a new registration statement relating to the securities offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

               (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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

          (c)     Insofar  as  indemnification for liabilities arising under the
Securities  Act  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  the  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
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 4 of 15
SIGNATURES

Pursuant  to  the  requirements  for  the Securities act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Orlando,  State  of  Florida  on May 20, 2002.

                                   OPTIONS  TALENT  GROUP

                                   By:  /S/  Mark  Tolner
                                        -------------------------------
                                             Mark  Tolner,  President

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  or  amendment thereto has been signed by the following persons in the
capacities  and  on  the  dates  indicated.

By his signature, each of the following persons authorizes Mark Tolner with full
power of substitution, to execute in his name and on his behalf, and to file any
amendments  (including,  without  limitation, post-effective amendments) to this
Registration  Statement  necessary or advisable in the opinion of any of them to
enable  the Company to comply with the Securities Act, and any rules, regulation
and  requirements  of  the  Commission  thereunder,  in  connection  with  the
registration  of  the  additional  securities  which  are  the  subject  of  the
Registration  Statement.

SIGNATURE                    TITLE                             DATE
-----------------            ---------                         --------

/S/  MOHAMED  HADID          Chairman                          May 20, 2002
----------------------
     Mohamed  Hadid

/S/  MARK  TOLNER            Director,  President,  &  COO     May 20, 2002
----------------------
     Mark  Tolner

/S/  TOM WEINARD             Director                          May 20, 2002
----------------------
     Tom Weinard

/S/  RAFIAH  KASHMIRI        Director                          May 23, 2002
----------------------
     Rafiah  Kashmiri

                                  Page 5 of 15
EXHIBIT INDEX

NO.          DESCRIPTION                                                   PAGE
---          --------------------                                         ------

5          Opinion  of  Alexander  H.  Walker III                            7

23.1       Consent  of  Alexander  H.  Walker  III
           (contained  in  Exhibit  5)                                       7

23.2(a)    Consent  of  Merdinger,  Fruchter,  Rosen  &  Corso,  P.C.        9

24          Power of Attorney is included on the signature page
            of this Registration  Statement                                  5

                                  Page 6 of 15
Exhibit 5

                             ALEXANDER H. WALKER III
                                ATTORNEY AT LAW
                                American Plaza II
                          57 West 200 South, Suite 400
                           Salt Lake City, Utah 84101
                                 (801) 363-0100
                              (801) 521-3301 (Fax)

                                 April 22, 2002

Mohamed  Hadid,  Chairman
Options  Talent  Group
9000  Sunset  Blvd.,  PH
Los  Angeles,  CA  90069

Dear  Mr.  Hadid:

     Pursuant  to  the  request of Options Talent Group. (the "Company"), I have
reviewed the form of Registration Statement which the Company is filing with the
Securities  and Exchange Commission, on Form S-8 (the "Registration Statement"),
in  connection  with  the  registration  under  the  Securities  Act of 1933, as
amended, of 50,000,000 share of the Company's Common Stock (the"Stock") issuable
pursuant  to,  satisfaction  of,  conditions  set  forth in 2002 Incentive Stock
Option  Plan  of  Options  Talent  Group  (the  "Employee  Options  Plan").

     In  rendering  the  following opinion, I have examined and relied only upon
the  documents, which the company has provided. Those documents are specifically
described  below.  In  my  examination,  I  have  assumed the genuineness of all
signatures,  the  authenticity,  accuracy  and  completeness  of  the  documents
submitted  to me as originals, and the conformity with the original documents of
all  documents  submitted  to  me  as copies.  My examination was limited to the
following  documents  and  no  others:

1.          The  Registration  Statement;

2.          2002  Incentive  Stock  Option  Plan  of  Options  Talent  Group;

3.          A  Form  of  the  Options  Grant  Certificate.

     I  have  not  undertaken,  nor  do  I  intend to undertake, any independent
investigation  beyond  such  documents  and  records,  nor  have  I verified the
adequacy  or  accuracy of such documents and records.  Based upon the foregoing,
it  is  my  opinion  that:  (i)  the Stock to be issued under the Employer Stock
Option  Plan,  subject  to  effectiveness  of  the  Registration  Statement  and
compliance with applicable blue sky laws, and approval of the Company's board of
directors,  when  issued,  will  be  duly and validly authorized, fully paid and
non-assessable;  and  (ii)  no  consent, approval, order or authorization of any
regulatory  board,  agency,  or  instrumentality  having  jurisdiction  over the
Company  or  its  properties  (other  than  registration  under  the  Act  or
qualification  under  state  securities  of  Blue Sky laws or clearance from the
NASD)  is  required  for  the  valid authorization, issuance and delivery of the
Stock,  or,  if  required, it has been obtained and is in full force and effect.

                                  Page 7 of 15
I  express  no  opinion  as to compliance with the securities or "blue sky"
laws  of  any  state  in which the Stock maybe delivered upon fulfillment of the
agreements  or  in  which  the Stock is proposed to be offered and sold.  I also
express no opinion as to the effect, if any, which non-compliance with such laws
might  have  on  the  validity  of  issuance  of  the  Stock.

     I  consent  to  the filing of this opinion as an exhibit to any filing made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act  for  the purposes of registering, qualifying or
establishing  eligibility for an exemption from registration or qualification of
the  stock  issued as described in the Registration Statement in connection with
the  offering  described  therein.  Other  than  as  provided  in  the preceding
sentence,  this opinion: (i) is addressed solely to you;  (ii) may not be relied
upon by any other party; (iii) covers only matters of federal law and nothing in
this  opinion  shall  be  deemed to imply any opinion related to the laws of any
other  jurisdiction;  (iv)  may  not  be  relied  upon  for  any  other  purpose
whatsoever.  Nothing  in this opinion shall be deemed to relate to or constitute
an  opinion  concerning  any  matters  not  specifically  set  forth  above.

     By  giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term  "expert"  as used in Section 11 of the Securities Act of 1933, as amended,
or  the  Rules  and  Regulations  of  the  Securities  and  Exchange  Commission
promulgated  thereunder.

     The  information  set  forth  herein  is  as of the date of this letter.  I
disclaim  any  undertaking  to  advise you of changes which may be brought to my
attention  after  the  effective  date  of  the  Registration  Statement.

                              Sincerely,

                              /S/  Alexander  H.  Walker  III
                              -------------------------------
                                   Alexander  H.  Walker  III

AHWIII:dmr

                                  Page 8 of 15
Exhibit 23.2 (a)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We  hereby  consent  to the incorporation by reference in this Registration
Statement  on  Form  S-8 of our report dated July 3, 2001 included in the annual
report of Sector Communications, Inc. on Form 10-KSB for the year ended February
28,  2001  and  to  the  reference  to our Firm as "Experts" in the Registration
Statement.

                    /S/  MERDINGER,  FRUCHTER,  ROSEN  &  CORSO,  P.C.
                    --------------------------------------------------
                         MERDINGER,  FRUCHTER,  ROSEN  &  CORSO,  P.C.
                         Certified  Public  Accountants

New  York,  New  York
April  23,  2002

                                  Page 9 of 15
15

                                                                     EXHIBIT 4.1
     2002  INCENTIVE  STOCK  OPTION  PLAN
     OF  OPTIONS  TALENT  GROUP

ARTICLE  I     General
               -------

1.1      Purpose.
         -------

     This  Incentive  Stock  Option  Plan  (the "Plan") is established to create
additional incentive for employees, consultants, directors and other persons and
entities  affiliated  with  Options  Talent  Group,  a  Nevada  corporation (the
"Company"),  and  its  subsidiaries,  if  any  (the "Affiliates") to promote the
financial  success  and  progress  of  the  Company  and  its  Affiliates.

1.2     Administration.
        --------------

     The  Plan  shall  be  administered by the Company's Board of Directors (the
"Board") and/or by a duly appointed committee of the Board having such powers as
shall  be  specified  by  the  Board (the "Plan Administrator").  Any subsequent
references  to the Board shall also mean the committee if it has been appointed.

     Subject  to  the limitations of the Plan, the Board shall have the sole and
complete  authority  (i) to select from the regular employees of the Company and
its  Affiliates  those who shall participate in the Plan ("Employee Participant"
or  "Employee Participants"), (ii) to select such additional individuals who are
directors  of  the  Company  and its Affiliates, or who are otherwise affiliated
with the Company and its Affiliates, and who are determined in the discretion of
the  Board  to  perform  valuable services for the Company and its Affiliates to
participate  in  the  Plan  ("Non-Employee  Participant"  or  "Non-Employee
Participants"),  (iii)  to  make  awards  in  such forms and amounts as it shall
determine,  (iv)  to  impose  such limitations, restrictions and conditions upon
such  awards  as  it shall deem appropriate and (v) to interpret the Plan and to
adopt,  amend  and  rescind  administrative  guidelines  and  other  rules  and
regulations  relating  to  the  actions  necessary  or  advisable  for  the
implementation  and  administration  of the Plan.  The Board's determinations on
matters  within  its  authority shall be conclusive and binding upon the Company
and  its  Affiliates  and  all  other  persons.  (Employee  Participants  and
Non-Employee  Participants are hereinafter sometimes collectively referred to as
"Participants").

     The Board shall act on behalf of the Company as sponsor of the Plan. Except
as  otherwise  provided  in section 2.4 hereof, all expenses associated with the
Plan  shall  be  borne  by  the  Company.

                                  Page 10 of 15
1.3     Eligibility.
        -----------

     Participants  shall  be  selected  by the Board from (i) employees and (ii)
non-employee  directors,  consultants  and  others  who  have  the  capacity  to
contribute  to  the  success of the Company and its Affiliates.  In making these
selections  and in determining the form and amount of awards, the Board may give
consideration  to  the  functions and responsibilities of the individual, his or
her  past,  present  and  potential  contributions  to  the  Company's  and  its
Affiliates  profitability  and sound growth, the value of his or her services to
the  Company  and its Affiliates and other factors deemed relevant by the Board.

1.4     Types  of  Awards  under  the  Plan.
        ------------------------------------

     Awards  under  the  Plan may be in the form of either of the following: (i)
Incentive  Stock  Options  ("ISOs"),  (ii) Non Qualified Stock Options ("NQSOs")
(hereinafter  ISOs  and  NQSOs  are  sometimes  collectively  referred  to  as
"Options").  A  Participant  may,  if  otherwise eligible, be granted additional
Options  from  time  to  time.

1.5     Shares  Subject  to  the  Plan.
        ------------------------------

     Shares of stock issued under the Plan may be in whole or in part authorized
and  unissued or treasury shares of the Company's non-voting  common stock, with
par value $.001 per share (the "Common Stock").  The maximum number of shares of
Common  Stock,  which  may  be  issued for all purposes under the Plan, shall be
50,000,000,  subject  to adjustment in accordance with the provisions of section
4.2  hereof.  Any  shares  of  Common  Stock subject to an Option, which for any
reason  is  canceled or terminated without having been exercised, shall again be
available  for awards under the Plan.  No fractional shares shall be issued, and
the  Board  shall  determine the manner in which fractional share value shall be
treated.

ARTICLE  II     Terms  of  the  Options
                -----------------------

2.1     Award  of  Options.
        ------------------

Subject  to  the  provisions  of  the  Plan,  the Board shall determine for each
Option  which  need  not be identical) the number of shares for which the Option
shall  be  granted,  whether the Option is an ISO or a NQSO, the option price of
the  Option, the exercisability of the Option and all other terms and conditions
of the Option.  In no event, however, shall any ISO's be awarded to Non-Employee
Participants.  Options  granted  pursuant  to  the  Plan  shall  be evidenced by
written agreements specifying the number of shares covered thereby, in such form
as the Board shall from time to time establish, which agreements may incorporate
all  or any of the terms of the Plan by reference ("Stock Option Certificates").

                                  Page 11 of 15
2.2     Option  Price.
        -------------

     The purchase price of Common Stock purchasable under ISOs shall be not less
than  the  fair  market value as determined by the Board of the shares of Common
Stock  of the Company on the date of the granting of the ISO, except that, as to
an  employee  who at the time the ISO is granted owns stock possessing more than
10%  of  the  total combined voting power of all classes of stock of the Company
within the meaning of section 422(b)(6) of the Internal Revenue Code of 1986, as
amended  (the  "Code")  (a "Ten Percent Owner Employee"), the option price shall
not be less than 110% of the fair market value of the shares on the date the ISO
is granted.  The option price for NQSOs shall be determined by the Board and may
be  less  than  fair  market  value.

2.3     Term  of  Options.
        -----------------

1.     The  Plan shall become effective on the date of its adoption by the Board
subject to the approval of the Plan by the holders of the majority of the shares
of  stock of the Company entitled to vote at a meeting of the stockholders to be
held  within 12 months of the effective date.  No ISOs shall be awarded pursuant
to  the  Plan  after the expiration of the ten-year period beginning on the date
the  Plan  is  adopted  by  the  Board.

2.     The Board shall have the power to set the time or times within which each
Option  shall be exercisable or the event or events upon the occurrence of which
all  or  a  portion  of  each  Option  shall be exercisable and the term of each
Option, provided, however, that no ISO shall be exercisable after the expiration
of  ten  years  from the date such ISO is granted, and provided further, that no
ISO  granted  to  a  Ten  Percent  Owner Employee shall be exercisable after the
expiration  of  five  years, from the date such ISO is granted.  Notwithstanding
the  foregoing, each Option granted hereunder that is designed by the Board as a
NQSO  shall  expire  not  later  than ten years after the date of grant.  Unless
otherwise  provided  for  by  the  Board  in the grant of the Option, any Option
granted  hereunder  shall  be  exercisable  in  full  immediately  upon  grant.

2.4     Exercise  of  Options.
        ---------------------

     Options  may be exercised only by written notice to the Company, statingthe
number  of  shares of Common Stock being purchased and accompanied by payment of
the option price for the number of such shares being purchased (i) in cash, (ii)
by  tender  to  the Company of shares of the Company's Common Stock owned by the
Participant  and  having  a fair market value not less than the option price, or
(iii)  by  such  other  consideration  as  the Board may approve at the time the
Option is granted.  As soon as practicable after receipt of such notice and full
payment  for  the  shares  of  Common  Stock  being purchased, the Company shall
deliver  to  the  Participant  a  certificate  or  certificates representing the
acquired  shares  of Common Stock.  At the time an Option is exercised, in whole
or  in  part,  or  at  any  time  thereafter  as  requested  by the Company, the
Participant  shall  pay,  or make adequate provisions for payment of federal and
state  income and employment tax withholding obligations of the Company, if any,
which  arise  upon  exercise,  in  whole  or  in  part,  of  the  Option or upon
disposition of the shares acquired by exercise of the Option. The Company in its
sole  discretion  shall  determine  the applicability of such withholding taxes.

                                  Page 12 of 15
2.5     Limitations  on  ISOs.
        ---------------------

     1.     Under  the  terms  of  the  Plan,  the  aggregate  fair market value
(determined  at  the  time an ISO is granted) of the shares of Common Stock with
respect  to  which  ISOs  are  exercisable  for  the  first  time by an Employee
Participant  during  any calendar year (under all such ISO plans of the Company)
shall  not  exceed  $100,000.

     2.     An  Employee Participant shall have the following rights upon death,
disability  or  other  termination  of  his  or  her  employment:

a.     If  the  Employee  Participant's  employment  is  terminated  by  death,
his  or  her estate or the person who acquired the right to exercise such ISO by
bequest  or  inheritance  from the Employee Participant shall be entitled, for a
period  of  90  days following the date of his or her death, to exercise the ISO
with  respect  to all or any part of the shares of Common Stock subject thereto,
to  the  extent  the  ISO  had  become  exercisable  at  the  time  of  death.

b.     If  the  Employee  Participant's  employment  terminates  because  of
disability  within  the  meaning  of  section 22(e)(3) of the Code, the Employee
Participant  or  his  or  her  legal  representative shall have the right, for a
period  of  90  days following the date of such termination, to exercise the ISO
with  respect  to all or any part of the shares of Common Stock subject thereto,
to  the  extent  the ISO had become exercisable at the time of such termination.

c.     If  the  Employee  Participant's  employment  is  terminated  for  any
reason  other  than  death  or  disability,  as  provided  above,  the  Employee
Participant  holding an ISO under the Plan shall have the right, for a period of
30  days  following such termination, to exercise any ISO with respect to all or
any  part  of the shares of Common Stock subject thereto, to the extent that the
ISO  had  become  exercisable  at  the  time  of  such  termination.

                                  Page 13 of 15
ARTICLE  III     Miscellaneous  Provisions
                 -------------------------

3.1     Non  Transferability.
        --------------------

     No  Option  award  under  the Plan shall be transferable by any Participant
otherwise  than  by  will  or, if the Participant dies intestate, by the laws of
descent  and  distribution.  All  awards shall be exercisable or received during
the  Participant's  lifetime  only  by  such  Participant  or  his  or her legal
representative.  Any  transfer  contrary  to  this  Section 4.1 will nullify the
Option  involved.

3.2     Adjustments  of  and  Changes  in  Stock.
        ----------------------------------------

     In  the  event that the shares of Common Stock of the Company, as presently
constituted,  shall  be changed into or exchanged for a different number or kind
of  shares of stock (as defined in section 424 of the Code) of the Company or of
another  corporation  (whether  by  reason  of  corporate merger, consolidation,
acquisition  of  property or stock separation, reorganization or liquidation) or
if  the  number  of  such  shares of Common Stock shall be increased through the
payment  of  a  stock  dividend, then there shall be substituted for or added to
each  share of stock theretofore appropriated or thereafter subject or which may
become  subject to an Option under this Plan, the number and kind of such shares
of  stock into which each outstanding share of Common Stock of the Company shall
be  so  changed,  or  for which each such shares shall be exchanged, or to which
each  such  shares  shall  be entitled, as the case may be.  Outstanding Options
shall  also  be  appropriately  amended  as  to  price and other terms as may be
necessary  to  reflect the foregoing events.  Upon dissolution or liquidation of
the  Company,  or  upon  a  reorganization, merger or consolidation in which the
Company  is not the surviving corporation, or upon the sale of substantially all
of  the property of the Company to another corporation, the Plan and the Options
issued thereunder shall terminate, unless provisions are made in connection with
such  transaction  for the assumption of Options theretofore granted, or for the
substitution  for  such Options of new options of the successor corporation or a
parent  or subsidiary thereof, with appropriate adjustments as to the number and
kinds  of  shares  and  the  per  share  exercise  prices.

3.3     Amendment,  Modification  and  Termination  of  the  Plan.
        ---------------------------------------------------------

     The  Board  of  Directors  may  terminate, amend or modify the Plan, at any
time;  provided, however, that no such action of the Board of Directors, without
approval  of  the  stockholders,  may (i) increase the total number of shares of
Common  Stock  for  which  Options  may  be  granted  under  the Plan, except as
contemplated  in Section 4.2 above, (ii) decrease the minimum ISO price or (iii)
increase  the  maximum ISO term or extend the period after which ISOs may not be
awarded  under  the Plan.  No amendment, modification or termination of the Plan
shall  in any manner affect any Option heretofore granted to a Participant under
the  Plan  without  the  consent  of  the  Participant or the transferee of such
Option.

                                  Page 14 of 15
3.4     Non-Uniform  Determinations.
        ---------------------------

     The Boards determinations under the Plan, including without limitation, (i)
the  determination  of the Participants to receive awards, (ii) the form, amount
and  timing  of  such  awards, (iii) the terms and provisions of such awards and
(iv)  the agreements evidencing the same, need not be uniform and may be made by
it  selectively  among Participants who receive, or who are eligible to receive,
awards  under the Plan, whether or not such Participants are similarly situated.

3.5     Leaves  of  Absence;  Transfers.
        -------------------------------

     The  Board  shall  be  entitled  to  make  such  rules,  regulations  and
determinations,  as  it deems appropriate under the Plan in respect of any leave
of absence from the Company or its Affiliates granted to a Participant.  Without
limiting  the  generality  of  the  foregoing,  the  Board  shall be entitled to
determine (i) whether or not any such leave of absence shall be treated as if an
Employee  Participant  ceased  to  be  an employee or a Non-Employee Participant
terminated  his or her relationship with the Company and its Affiliates and (ii)
the  impact,  if any, of any such leave of absence on awards under the Plan.  In
the  event  an  Employee  Participant  transfers  within  the  Company  and  its
Affiliates,  such  Participant  shall  not  be  deemed  to  have ceased to be an
employee  for  purposes  of  the  Plan.

3.6     Rights  as  a  Stockholder  or  Employee.
        ----------------------------------------

     No person shall have any rights as a stockholder with respect to any shares
of  Common  Stock covered by an Option until such time as stock certificates for
the  shares  of Common Stock for which the Option has been exercised are issued.
No  adjustment  shall be made for dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued,
except  as  provided in Section 4.2 above.  Nothing in this Plan or in any Stock
Option  Certificate  shall  confer upon any Participant any right to continue in
the  employ  of  the  Company or its Affiliates or interfere in any way with any
right of the Company or its Affiliates to terminate the Participant's employment
at  any  time.

3.7     Termination  of  the  Plan.
        --------------------------

     Termination  of  the  Plan shall not affect the right of Participants under
Options  previously granted to them, and all unexpired Options shall continue in
force  and  operation after termination of the Plan except as they may lapse, be
terminated  or  forfeited  by  their  own  terms  and  conditions.

                                  Page 15 of 15