content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
  
                                 12 TO 20 PLUS, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
           Nevada                                           86-0955239
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction of                (IRS Employer Identification No.)
   Incorporation or Organization)
  
                                   3450 Broad St.
                                      Suite 103
                          San Luis Obispo, California 9340
                      ----------------------------------------
                      (Address of principal executive offices)
  
              2004 EMPLOYEES/CONSULTANTS COMMON STOCK COMPENSATION PLAN
              ---------------------------------------------------------
                              (Full title of the plan)
  
                                    Maralyn Shane
                                  1317 Pauline Way
                               Las Vegas, Nevada 89104
                       ---------------------------------------
                       (Name and address of agent for service)
  
                                   (702) 832-9648
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  
  
                                         1
  <PAGE>
  
  
  
  
                           CALCULATION OF REGISTRATION FEE
  <table>
  <caption>
  ========================== =================== ========================== ======================= ===================
   Title of Securities To       Amount To Be         Proposed Maximum          Proposed Maximum         Amount of
        Be Registered            Registered              Offering            Aggregate Offering      Registration Fee
                                                    Price Per Share(1)             Price(1)
                             ------------------- -------------------------- ----------------------- -------------------
  <S>                        <C>                           <C>                     <C>                    <C>
  Common Stock,              10,000,000 shares             $0.03                   $300,000               $38.01
  $0.001 Par Value
  ========================== =================== ========================== ======================= ===================
  </table>
  
  (1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
  registration  fee,  pursuant to Rules 457(c) and 457(h) of the Securities Act of
  1933,  on the  basis of the last  trade for  shares  of common  stock on the OTC
  Bulletin Board on August 3, 2004.
  
  
                                    INTRODUCTION
  
  This  Registration  Statement  on Form S-8 is filed  by 12 to 20 Plus,  Inc.,  a
  Nevada  corporation  (the  "Registrant"),  relating to 10,000,000  shares of its
  common  stock,  par value $0.001 per share (the  "Stock"),  issuable to eligible
  employees   of  the   Registrant   under   the  12  to  20   Plus,   Inc.   2004
  Employees/Consultants Common Stock Compensation Plan (the "Plan").
  
  In accordance with the instructional  Note to Part I of Form S-8, as promulgated
  by the Securities and Exchange  Commission (the  "Commission"),  the information
  specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
  Statement on Form S-8 for offers of Common Stock pursuant to the Plan.
  
                                         2
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
          -----------------------------------------------
  
       The  following  documents  have  been  filed  by the  Registrant  with  the
       Commission  pursuant  to the  Securities  Exchange  Act  of  1934  and  are
       incorporated by reference into this Registration Statement:
  
       1.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
            2002 and filed with the  Commission on March 31, 2003,  and amended on
            August 18, 2003.
  
       2.   Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31,
            2003,  and filed with the  Commission  onMay 20, 2003,  and amended on
            August 19, 2003.
  
       3.   Quarterly Report on Form 10-QSB for the fiscal quarters ended June 30,
            2003, and filed with the Commission on August 29, 2003.
  
       4.   Quarterly  Report  on  Form  10-QSB  for  the  fiscal  quarters  ended
            September  30,  2003,  and filed with the  Commission  on November 20,
            2003, and amended on December 5, 2003.
  
       5.   Registration Statement on Form SB-2 filed with the Commission on April
            9, 2003, and declared effective by the Commission on May 15, 2003.
  
       6.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
            2003 and filed with the Commission on April 14, 2004
  
       7.   Quarterly  Report on Form 10-QSB for the fiscal  quarters  ended March
            31, 2004, and filed with the Commission on May 24, 2004.
  
       8.   Registration  Statement on Form SB-2 filed with the Commission on July
            20, 2004.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14 or  15 of  the  Exchange  Act  after  the  date  of  filing  of  this
  Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
  post-effective amendment to this Registration Statement which indicates that all
  common shares  covered by this  Registration  Statement  have been sold or which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference in the  registration  statement and to be part thereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated  herein by reference will be deemed to
  be modified or  superseded  for  purposes  hereof to the extent that a statement
  contained herein or in any other subsequently filed document which also is or is
  deemed to be  incorporated  herein by  reference  modifies  or  supersedes  such
  statement.  Any such  statement so modified or  superseded  shall not be deemed,
  except as so modified or superseded, to constitute a part thereof.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
       Not Applicable
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable
  
                                         3
  <PAGE>
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Pursuant to Section  78.7502 of the Nevada  Revised  Statutes,  we have the
  power to indemnify any person made a party to any lawsuit by reason of being our
  director or officer, or serving at our request 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 such actions,  suit or proceeding if he acted in good faith and in a manner
  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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
       Not Applicable
  
  ITEM 8. EXHIBITS
  
       Reference is made to the Exhibit Index.
  
  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:
  
                 (i) To include any  prospectus  required by Section  10(a) (3) of
            the Securities Act;
  
                 (ii) To reflect  in the  prospectus  any facts or events  arising
            after the effective date of this  Registration  Statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in this Registration  Statement.  Notwithstanding  the foregoing,  any
            increase  or decrease  in volume of  securities  offered (if the total
            dollar  value of  securities  offered  would not exceed that which was
            registered)  and  any  deviation  from  the  high  or  low  end of the
            estimated  maximum  offering  range  may be  reflected  in the form of
            prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
            the aggregate,  the changes in volume and price represent no more than
            20 percent change in the maximum aggregate offering price set forth in
            the   "Calculation  of  Registration   Fee"  table  in  the  effective
            Registration Statement; and
  
                 (iii) To include any additional or changed  material  information
            on  the  plan  of  distribution   not  previously   disclosed  in  the
            Registration  Statement or any material change to such  information in
            the Registration Statement.
  
       PROVIDED HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
  if the  information  required to be included in a  post-effective  amendment  by
  those paragraphs is contained in periodic reports filed with or furnished to the
  Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
  Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
  Registration Statement.
  
                                         4
  <PAGE>
  
  UNDERTAKINGS - continued
  
            (2) That,  for the  purpose of  determining  any  liability  under the
       Securities Act, each such post-effective  amendment shall be deemed to be a
       new registration  statement relating to the securities offered therein, and
       the  offering  of the  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 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  public policy as expressed in the
  Securities 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  Securities
  Act and will be governed by the final adjudication of such issue.
  
  SIGNATURES
  
       Pursuant to the  requirements of the Securities Act of 1933, the Registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
  Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized,  in the City of San Luis Obispo,  State of California,  on this 29th
  day of March, 2004.
  
                                                       12 TO 20 PLUS, INC.
                                                       By:/s/ Carol Slavin
                                                       --------------------------
                                                              Carol Slavin
                                                       Its: President
  
  Pursuant to the requirements of the Securities Act, this Registration  Statement
  has been  signed by the  following  persons in the  capacities  and on the dates
  indicated.
  
                                         5
  <PAGE>
  
  SIGNATURES - continued
  
  ------------------------------ ----------------------------- -------------------
  Signature                             Title                         Date
  ------------------------------ ----------------------------- -------------------
  /s/Carol Slavin                     Director                    August 3, 2004
  ------------------------------ ----------------------------- -------------------
  /s/Linda Hannon                     Director                    August 3, 2004
  ------------------------------ ----------------------------- -------------------
  /s/Elizabeth Yeager                 Director                    August 3, 2004
  ------------------------------ ----------------------------- -------------------
  
                                    EXHIBIT INDEX
  
    ------------------ ----------------------------------------------------------
        Exhibit Number   Description
    ------------------ ----------------------------------------------------------
             5.1         Opinion and Consent of Counsel
    ------------------ ----------------------------------------------------------
            10.1         2004 Employees/Consultants Common Stock Compensation Plan
    ------------------ ----------------------------------------------------------
            23.2         Consent of Independent Auditor
    ------------------- ---------------------------------------------------------
  
  
  
  
                                         6
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "sb2.txt", "description": "12 TO 20 S-8", "secsgml_size_bytes": 14973}]
metadata_filer: {"company-data": {"conformed-name": "12 TO 20 PLUS INC", "cik": "0001100394", "assigned-sic": "2844", "irs-number": "860955239", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118027", "film-number": "04959265"}, "business-address": {"street1": "3485 SACRAMENTO DRIVE", "street2": "SUITE F", "city": "SAN LUIS OBISPO", "state": "CA", "zip": "93401", "phone": "8055437228"}, "mail-address": {"street1": "3485 SACRAMENTO DRIVE", "street2": "SUITE F", "city": "SAN LUIS OBISPO", "state": "CA", "zip": "93401"}, "former-company": {"former-conformed-name": "LOUGHRAN GO CORP", "date-changed": "19991203"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                 12 TO 20 PLUS, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
           Nevada                                           86-0955239
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction of                (IRS Employer Identification No.)
   Incorporation or Organization)
  
                                   3450 Broad St.
                                      Suite 103
                          San Luis Obispo, California 9340
                      ----------------------------------------
                      (Address of principal executive offices)
  
              2004 EMPLOYEES/CONSULTANTS COMMON STOCK COMPENSATION PLAN
              ---------------------------------------------------------
                              (Full title of the plan)
  
                                    Maralyn Shane
                                  1317 Pauline Way
                               Las Vegas, Nevada 89104
                       ---------------------------------------
                       (Name and address of agent for service)
  
                                   (702) 832-9648
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                         1
  CALCULATION OF REGISTRATION FEE
  ========================== =================== ========================== ======================= ===================
   Title of Securities To       Amount To Be         Proposed Maximum          Proposed Maximum         Amount of
        Be Registered            Registered              Offering            Aggregate Offering      Registration Fee
                                                    Price Per Share(1)             Price(1)
                             ------------------- -------------------------- ----------------------- -------------------
  Common Stock,              10,000,000 shares             $0.03                   $300,000               $38.01
  $0.001 Par Value
  ========================== =================== ========================== ======================= ===================
  (1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
  registration  fee,  pursuant to Rules 457(c) and 457(h) of the Securities Act of
  1933,  on the  basis of the last  trade for  shares  of common  stock on the OTC
  Bulletin Board on August 3, 2004.
  
                                    INTRODUCTION
  
  This  Registration  Statement  on Form S-8 is filed  by 12 to 20 Plus,  Inc.,  a
  Nevada  corporation  (the  "Registrant"),  relating to 10,000,000  shares of its
  common  stock,  par value $0.001 per share (the  "Stock"),  issuable to eligible
  employees   of  the   Registrant   under   the  12  to  20   Plus,   Inc.   2004
  Employees/Consultants Common Stock Compensation Plan (the "Plan").
  
  In accordance with the instructional  Note to Part I of Form S-8, as promulgated
  by the Securities and Exchange  Commission (the  "Commission"),  the information
  specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
  Statement on Form S-8 for offers of Common Stock pursuant to the Plan.
  
                                         2
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
          -----------------------------------------------
  
       The  following  documents  have  been  filed  by the  Registrant  with  the
       Commission  pursuant  to the  Securities  Exchange  Act  of  1934  and  are
       incorporated by reference into this Registration Statement:
  
       1.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
            2002 and filed with the  Commission on March 31, 2003,  and amended on
            August 18, 2003.
  
       2.   Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31,
            2003,  and filed with the  Commission  onMay 20, 2003,  and amended on
            August 19, 2003.
  
       3.   Quarterly Report on Form 10-QSB for the fiscal quarters ended June 30,
            2003, and filed with the Commission on August 29, 2003.
  
       4.   Quarterly  Report  on  Form  10-QSB  for  the  fiscal  quarters  ended
            September  30,  2003,  and filed with the  Commission  on November 20,
            2003, and amended on December 5, 2003.
  
       5.   Registration Statement on Form SB-2 filed with the Commission on April
            9, 2003, and declared effective by the Commission on May 15, 2003.
  
       6.   Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
            2003 and filed with the Commission on April 14, 2004
  
       7.   Quarterly  Report on Form 10-QSB for the fiscal  quarters  ended March
            31, 2004, and filed with the Commission on May 24, 2004.
  
       8.   Registration  Statement on Form SB-2 filed with the Commission on July
            20, 2004.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14 or  15 of  the  Exchange  Act  after  the  date  of  filing  of  this
  Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
  post-effective amendment to this Registration Statement which indicates that all
  common shares  covered by this  Registration  Statement  have been sold or which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference in the  registration  statement and to be part thereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated or deemed to be incorporated  herein by reference will be deemed to
  be modified or  superseded  for  purposes  hereof to the extent that a statement
  contained herein or in any other subsequently filed document which also is or is
  deemed to be  incorporated  herein by  reference  modifies  or  supersedes  such
  statement.  Any such  statement so modified or  superseded  shall not be deemed,
  except as so modified or superseded, to constitute a part thereof.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
       Not Applicable
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable
  
                                         3
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Pursuant to Section  78.7502 of the Nevada  Revised  Statutes,  we have the
  power to indemnify any person made a party to any lawsuit by reason of being our
  director or officer, or serving at our request 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 such actions,  suit or proceeding if he acted in good faith and in a manner
  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.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
       Not Applicable
  
  ITEM 8. EXHIBITS
  
       Reference is made to the Exhibit Index.
  
  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:
  
                 (i) To include any  prospectus  required by Section  10(a) (3) of
            the Securities Act;
  
                 (ii) To reflect  in the  prospectus  any facts or events  arising
            after the effective date of this  Registration  Statement (or the most
            recent post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in this Registration  Statement.  Notwithstanding  the foregoing,  any
            increase  or decrease  in volume of  securities  offered (if the total
            dollar  value of  securities  offered  would not exceed that which was
            registered)  and  any  deviation  from  the  high  or  low  end of the
            estimated  maximum  offering  range  may be  reflected  in the form of
            prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
            the aggregate,  the changes in volume and price represent no more than
            20 percent change in the maximum aggregate offering price set forth in
            the   "Calculation  of  Registration   Fee"  table  in  the  effective
            Registration Statement; and
  
                 (iii) To include any additional or changed  material  information
            on  the  plan  of  distribution   not  previously   disclosed  in  the
            Registration  Statement or any material change to such  information in
            the Registration Statement.
  
       PROVIDED HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
  if the  information  required to be included in a  post-effective  amendment  by
  those paragraphs is contained in periodic reports filed with or furnished to the
  Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
  Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
  Registration Statement.
  
                                         4
  UNDERTAKINGS - continued
  
            (2) That,  for the  purpose of  determining  any  liability  under the
       Securities Act, each such post-effective  amendment shall be deemed to be a
       new registration  statement relating to the securities offered therein, and
       the  offering  of the  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 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  public policy as expressed in the
  Securities 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  Securities
  Act and will be governed by the final adjudication of such issue.
  
  SIGNATURES
  
       Pursuant to the  requirements of the Securities Act of 1933, the Registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
  Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized,  in the City of San Luis Obispo,  State of California,  on this 29th
  day of March, 2004.
  
                                                       12 TO 20 PLUS, INC.
                                                       By:/s/ Carol Slavin
                                                       --------------------------
                                                              Carol Slavin
                                                       Its: President
  
  Pursuant to the requirements of the Securities Act, this Registration  Statement
  has been  signed by the  following  persons in the  capacities  and on the dates
  indicated.
  
                                         5
  SIGNATURES - continued
  
  ------------------------------ ----------------------------- -------------------
  Signature                             Title                         Date
  ------------------------------ ----------------------------- -------------------
  /s/Carol Slavin                     Director                    August 3, 2004
  ------------------------------ ----------------------------- -------------------
  /s/Linda Hannon                     Director                    August 3, 2004
  ------------------------------ ----------------------------- -------------------
  /s/Elizabeth Yeager                 Director                    August 3, 2004
  ------------------------------ ----------------------------- -------------------
  
                                    EXHIBIT INDEX
  
    ------------------ ----------------------------------------------------------
        Exhibit Number   Description
    ------------------ ----------------------------------------------------------
             5.1         Opinion and Consent of Counsel
    ------------------ ----------------------------------------------------------
            10.1         2004 Employees/Consultants Common Stock Compensation Plan
    ------------------ ----------------------------------------------------------
            23.2         Consent of Independent Auditor
    ------------------- ---------------------------------------------------------
  
                                         6