content: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  TVE CORPORATION
                                  ----------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
        DELAWARE                                          98-0206030
  --------------------                              ----------------------
  (STATE  OR  OTHER  JURISDICTION                     (IRS  EMPLOYER
   OF  INCORPORATION)                                   IDENTIFICATION  NO.)
  
  
  599-B  YONGE  STREET,  SUITE 317, TORONTO, ONTARIO           M4Y  1Z4
  --------------------------------------------------           --------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)
  
  
                             STOCK ISSUANCE PURSUANT TO
                                 CONSULTINGSERVICES  (FULL TITLE OF THE PLAN)
                                 ------------------
  
  
                                                         COPY  TO:
  BRUCE  S.  COHEN                              DAVID  M.  LOEV,  ATTORNEY  AT LAW
  TVE  CORPORATION                              2777  ALLEN  PARKWAY
  599-B  YONGE  STREET, SUITE 317               SUITE  1000
  TORONTO,  ONTARIO  M4Y  1Z4  CANADA           HOUSTON,  TEXAS  77019
  (416)  783-9639                               (713)  524-4110
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  
  <TABLE>
  <CAPTION>
  
  
                          CALCULATION OF REGISTRATION FEE
  
  
  TITLE OF SECURITIES             AMOUNT TO BE    PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
  TO BE REGISTERED                 REGISTERED    OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
                                                     SHARE (1)               PRICE              FEE
                                                --------------------  -------------------  -------------
  <S>                             <C>           <C>                   <C>                  <C>
  
  
  Common Stock, $.0001 par value       993,497         $  2.575          $  2,558,255       $  235.36
  ------------------------------  ------------  --------------------  -------------------  -------------
  </TABLE>
  
  
  (1)     Calculated  in  accordance  with  Rule  457(c) solely for the purpose of
  determining  the  registration  fee.  The offering price is based on the closing
  bid and asked price as reported on the Nasdaq Electronic Bulletin Board on March
  31,  2003.
  
  <PAGE>
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  
  ITEM  1.     PLAN  INFORMATION
  
       Information  required  by  Item 1 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION
  
       Information  required  by  Item 2 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  <PAGE>
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
  
       The  following  documents filed with the Securities and Exchange Commission
  (the  "Commission")  are  incorporated  by  reference  into  this  Registration
  Statement  and  are  made  a  part  hereof:
  
  (a)  The  Company's  Annual  Report  on  Form  10-KSB  for the fiscal year ended
       December  31,  2002.
  (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
       Act  since the end of the fiscal year covered by the Annual Report referred
       to  in  Item  3(a)  above.
  
       All  reports and other documents subsequently filed by the Company pursuant
  to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  as  amended,  prior  to the filing of a post-effective amendment which indicates
  that  all  securities  offered  hereby  have  been sold or which deregisters all
  securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
  reference  herein  and  to  be a part hereof from the date of the filing of such
  reports  and  documents.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is  authorized to issue 49,990,000 shares of Common
  Stock,  $.0001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and  after  provision  has  been  made  for  each class of stock, if any, having
  preference  over the Common Stock.  The holders of the Common Stock as such have
  no  conversion,  preemptive  or  other  subscription  rights  and  there  are no
  redemption  provisions  applicable  to  the  Common  Stock.
  
       VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
       DIVIDEND  POLICY.  To  date,  the Company has not paid any dividends on its
  Common  Stock.  The  payment  of  dividends, if any, in the future is within the
  discretion  of  the  Board  of  Directors  and  will  depend  upon the Company's
  earnings,  its  capital  requirements and financial condition and other relevant
  factors.  The  Board does not intend to declare any dividends in the foreseeable
  future,  but  instead  intends  to  retain  all earnings, if any, for use in the
  Company's  business  operations.
  
  ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL
  
       None.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The  Company's  Certificate  of  Incorporation,  as amended, eliminates the
  personal  liability  of  directors  to  the  Company  or its stockholders to the
  fullest  extent permitted by Section 102(b)(7) of the General Corporation Law of
  the  State  of  Delaware,  as  the  same  may  be amended and supplemented.  The
  Company's  Certificate  of  Incorporation, as amended, provides that the Company
  shall  have  the  power  to  indemnify its officers and directors to the fullest
  extent  permitted  by Section 145 of the General Corporation Law of the State of
  Delaware,  as  the  same  may  be  amended  and  supplemented.  The  Company's
  Certificate  of  Incorporation,  as amended, authorizes the Company to indemnify
  any  and all persons whom it shall have the power to indemnify under Section 145
  from  and  against  any  and  all  of the expense, liabilities, or other matters
  referred  to in or covered by said section, and the indemnification provided for
  herein  shall  not  be  deemed  exclusive  of  any  other  rights to which those
  indemnified  may be entitled under any Bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise, both as to action in his official capacity
  and  as  to  action  in  another  capacity  while holding such office, and shall
  continue  as  to a person who has ceased to be a director, officer, employee, or
  agent and shall inure to the benefit of the heirs, executors, and administrators
  of  such  person.
  
  <PAGE>
  
       The  provisions  affecting  personal liability do not abrogate a director's
  fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however,  eliminate  or  limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
  obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
  loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
  transaction  which  involves  a conflict between the interest of the Company and
  those  of  the  director,  or  for  violations  of  the federal securities laws.
  
       The  provisions  regarding  indemnification  provide,  in essence, that the
  Company  will  indemnify  its  directors  against  expenses (including attorneys
  fees),  judgments,  fines and amounts paid in settlement actually and reasonably
  incurred  in  connection  with any action, suit or proceeding arising out of the
  director's  status as a director of the Company, including actions brought by or
  on behalf of the Company (shareholder derivative actions). The provisions do not
  require  a showing of good faith.  Moreover, they do not provide indemnification
  for  liability  arising  out  of  willful  misconduct, fraud, or dishonesty, for
  "short-swing"  profits  violations  under  the  federal securities laws, for the
  receipt  of illegal remuneration or if the director received a benefit in money,
  property  or  services  to  which  the  director  is  not legally entitled.  The
  provisions  also  do not provide indemnification for any liability to the extent
  such  liability  is  covered  by  insurance.
  
       The  provisions  also  limit  or indemnify against liability resulting from
  grossly  negligent  decisions  including  grossly  negligent  business decisions
  relating  to  attempts  to  change  control  of  the  Company.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  applicable.
  
  ITEM  8.     EXHIBITS
  
  5.1  Opinion  and  consent of David M. Loev, Attorney at Law re: the legality of
       the  shares  being  registered
  10.1 Consulting  Agreement  with  Joseph  Stiuso
  10.2 Addendum  to  Consulting  Agreement  with  Joseph  Stiuso
  23.1 Consent  of  David  M.  Loev,  Attorney  at  Law  (included in Exhibit 5.1)
  23.2 Consent  of  Rosenberg  Smith  &  Partners  Chartered  Accountants
  
  ITEM  9.     UNDERTAKINGS
  
       (a)     The  registrant  hereby  undertakes:
  
            (1)  To  file,  during  any  period in which offers or sells 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  liability  under  the
                 Securities  Act  of  1933, each post-effective amendment shall be
                 treated  as  a  new  registration  statement  of  the  securities
                 offered, and the offering of the securities at that time shall be
                 deemed  to  be  the  initial  bona  fide  offering  thereof.
            (3)  To  file  a  post-effective amendment to remove from registration
                 any  of  the  securities  that  remain  unsold  at the end 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.
  
  <PAGE>
  
       (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
  Securities  Act  of 1933 may be permitted to directors, officers and controlling
  persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
  the  registrant  has  been  advised  that  in  the opinion of the Securities and
  Exchange  Commission  such indemnification is against public policy as expressed
  in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
  indemnification  against  such  liabilities  (other  than  the  payment  by  the
  registrant  of  expenses  incurred or paid by a director, officer or controlling
  person  of  the  registrant  in  the  successful  defense of any action, suit or
  proceeding)  is  asserted  by  such  director,  officer or controlling person in
  connection  with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
  indemnification  by it is against public policy as expressed in the Act and will
  be  governed  by  the  final  adjudication  of  such  issue.
  
  
                                     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  Toronto,  Ontario on the 1st day of April, 2003.
  
                                                      TVE  CORPORATION
  
  
                                                  BY:  /s/  Bruce  S.  Cohen
                                                       -----------------------
                                      Bruce  S.  Cohen,  Chief  Executive  Officer
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
       SIGNATURES               TITLE                                        DATE
       ----------               -----                                        ----
  
  
   /s/  Bruce  S.  Cohen                                            April  1, 2003
  ----------------------
   Bruce  S.  Cohen            (Principal  Executive  Officer)
  
   /s/  Bruce  S.  Cohen                                            April 1, 2003
  ----------------------
  Bruce  S.  Cohen             (Principal  Financial  and  Accounting
                                Officer)
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15111}]
metadata_filer: {"company-data": {"conformed-name": "ALPHACOM CORP", "cik": "0001084899", "assigned-sic": "2731", "irs-number": "980206030", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104202", "film-number": "03633628"}, "business-address": {"street1": "151 BLOOR STREET WEST", "street2": "SUIT890 TORONTO ONTARIO", "city": "CANADA M5S 1S4", "state": "A6"}, "mail-address": {"street1": "151 BLOOR STREET WEST SUITE 890", "street2": "TORONTO ONTARIO", "city": "CANADA"}}
text: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  TVE CORPORATION
                                  ----------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
        DELAWARE                                          98-0206030
  --------------------                              ----------------------
  (STATE  OR  OTHER  JURISDICTION                     (IRS  EMPLOYER
   OF  INCORPORATION)                                   IDENTIFICATION  NO.)
  
  599-B  YONGE  STREET,  SUITE 317, TORONTO, ONTARIO           M4Y  1Z4
  --------------------------------------------------           --------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)
  
                             STOCK ISSUANCE PURSUANT TO
                                 CONSULTINGSERVICES  (FULL TITLE OF THE PLAN)
                                 ------------------
  
                                                         COPY  TO:
  BRUCE  S.  COHEN                              DAVID  M.  LOEV,  ATTORNEY  AT LAW
  TVE  CORPORATION                              2777  ALLEN  PARKWAY
  599-B  YONGE  STREET, SUITE 317               SUITE  1000
  TORONTO,  ONTARIO  M4Y  1Z4  CANADA           HOUSTON,  TEXAS  77019
  (416)  783-9639                               (713)  524-4110
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF SECURITIES             AMOUNT TO BE    PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
  TO BE REGISTERED                 REGISTERED    OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
                                                     SHARE (1)               PRICE              FEE
                                                --------------------  -------------------  -------------
  Common Stock, $.0001 par value       993,497         $  2.575          $  2,558,255       $  235.36
  ------------------------------  ------------  --------------------  -------------------  -------------
  (1)     Calculated  in  accordance  with  Rule  457(c) solely for the purpose of
  determining  the  registration  fee.  The offering price is based on the closing
  bid and asked price as reported on the Nasdaq Electronic Bulletin Board on March
  31,  2003.
  PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  ITEM  1.     PLAN  INFORMATION
  
       Information  required  by  Item 1 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION
  
       Information  required  by  Item 2 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
  
       The  following  documents filed with the Securities and Exchange Commission
  (the  "Commission")  are  incorporated  by  reference  into  this  Registration
  Statement  and  are  made  a  part  hereof:
  
  (a)  The  Company's  Annual  Report  on  Form  10-KSB  for the fiscal year ended
       December  31,  2002.
  (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
       Act  since the end of the fiscal year covered by the Annual Report referred
       to  in  Item  3(a)  above.
  
       All  reports and other documents subsequently filed by the Company pursuant
  to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  as  amended,  prior  to the filing of a post-effective amendment which indicates
  that  all  securities  offered  hereby  have  been sold or which deregisters all
  securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
  reference  herein  and  to  be a part hereof from the date of the filing of such
  reports  and  documents.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is  authorized to issue 49,990,000 shares of Common
  Stock,  $.0001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and  after  provision  has  been  made  for  each class of stock, if any, having
  preference  over the Common Stock.  The holders of the Common Stock as such have
  no  conversion,  preemptive  or  other  subscription  rights  and  there  are no
  redemption  provisions  applicable  to  the  Common  Stock.
  
       VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
       DIVIDEND  POLICY.  To  date,  the Company has not paid any dividends on its
  Common  Stock.  The  payment  of  dividends, if any, in the future is within the
  discretion  of  the  Board  of  Directors  and  will  depend  upon the Company's
  earnings,  its  capital  requirements and financial condition and other relevant
  factors.  The  Board does not intend to declare any dividends in the foreseeable
  future,  but  instead  intends  to  retain  all earnings, if any, for use in the
  Company's  business  operations.
  
  ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL
  
       None.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The  Company's  Certificate  of  Incorporation,  as amended, eliminates the
  personal  liability  of  directors  to  the  Company  or its stockholders to the
  fullest  extent permitted by Section 102(b)(7) of the General Corporation Law of
  the  State  of  Delaware,  as  the  same  may  be amended and supplemented.  The
  Company's  Certificate  of  Incorporation, as amended, provides that the Company
  shall  have  the  power  to  indemnify its officers and directors to the fullest
  extent  permitted  by Section 145 of the General Corporation Law of the State of
  Delaware,  as  the  same  may  be  amended  and  supplemented.  The  Company's
  Certificate  of  Incorporation,  as amended, authorizes the Company to indemnify
  any  and all persons whom it shall have the power to indemnify under Section 145
  from  and  against  any  and  all  of the expense, liabilities, or other matters
  referred  to in or covered by said section, and the indemnification provided for
  herein  shall  not  be  deemed  exclusive  of  any  other  rights to which those
  indemnified  may be entitled under any Bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise, both as to action in his official capacity
  and  as  to  action  in  another  capacity  while holding such office, and shall
  continue  as  to a person who has ceased to be a director, officer, employee, or
  agent and shall inure to the benefit of the heirs, executors, and administrators
  of  such  person.
  The  provisions  affecting  personal liability do not abrogate a director's
  fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however,  eliminate  or  limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
  obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
  loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
  transaction  which  involves  a conflict between the interest of the Company and
  those  of  the  director,  or  for  violations  of  the federal securities laws.
  
       The  provisions  regarding  indemnification  provide,  in essence, that the
  Company  will  indemnify  its  directors  against  expenses (including attorneys
  fees),  judgments,  fines and amounts paid in settlement actually and reasonably
  incurred  in  connection  with any action, suit or proceeding arising out of the
  director's  status as a director of the Company, including actions brought by or
  on behalf of the Company (shareholder derivative actions). The provisions do not
  require  a showing of good faith.  Moreover, they do not provide indemnification
  for  liability  arising  out  of  willful  misconduct, fraud, or dishonesty, for
  "short-swing"  profits  violations  under  the  federal securities laws, for the
  receipt  of illegal remuneration or if the director received a benefit in money,
  property  or  services  to  which  the  director  is  not legally entitled.  The
  provisions  also  do not provide indemnification for any liability to the extent
  such  liability  is  covered  by  insurance.
  
       The  provisions  also  limit  or indemnify against liability resulting from
  grossly  negligent  decisions  including  grossly  negligent  business decisions
  relating  to  attempts  to  change  control  of  the  Company.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  applicable.
  
  ITEM  8.     EXHIBITS
  
  5.1  Opinion  and  consent of David M. Loev, Attorney at Law re: the legality of
       the  shares  being  registered
  10.1 Consulting  Agreement  with  Joseph  Stiuso
  10.2 Addendum  to  Consulting  Agreement  with  Joseph  Stiuso
  23.1 Consent  of  David  M.  Loev,  Attorney  at  Law  (included in Exhibit 5.1)
  23.2 Consent  of  Rosenberg  Smith  &  Partners  Chartered  Accountants
  
  ITEM  9.     UNDERTAKINGS
  
       (a)     The  registrant  hereby  undertakes:
  
            (1)  To  file,  during  any  period in which offers or sells 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  liability  under  the
                 Securities  Act  of  1933, each post-effective amendment shall be
                 treated  as  a  new  registration  statement  of  the  securities
                 offered, and the offering of the securities at that time shall be
                 deemed  to  be  the  initial  bona  fide  offering  thereof.
            (3)  To  file  a  post-effective amendment to remove from registration
                 any  of  the  securities  that  remain  unsold  at the end 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  Act  and  is,  therefore, unenforceable.  In the event that a claim for
  indemnification  against  such  liabilities  (other  than  the  payment  by  the
  registrant  of  expenses  incurred or paid by a director, officer or controlling
  person  of  the  registrant  in  the  successful  defense of any action, suit or
  proceeding)  is  asserted  by  such  director,  officer or controlling person in
  connection  with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
  indemnification  by it is against public policy as expressed in the Act and will
  be  governed  by  the  final  adjudication  of  such  issue.
  
                                     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  Toronto,  Ontario on the 1st day of April, 2003.
  
                                                      TVE  CORPORATION
  
                                                  BY:  /s/  Bruce  S.  Cohen
                                                       -----------------------
                                      Bruce  S.  Cohen,  Chief  Executive  Officer
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
       SIGNATURES               TITLE                                        DATE
       ----------               -----                                        ----
  
   /s/  Bruce  S.  Cohen                                            April  1, 2003
  ----------------------
   Bruce  S.  Cohen            (Principal  Executive  Officer)
  
   /s/  Bruce  S.  Cohen                                            April 1, 2003
  ----------------------
  Bruce  S.  Cohen             (Principal  Financial  and  Accounting
                                Officer)