content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                              NOVA COMMUNICATIONS LTD.
               (Exact name of registrant as specified in its charter)
  
  
  
            Nevada                                        95-4756822
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
  
  
  370 Amapola Ave. # 202, Torrance, California                      90501
    (Address of Principal Executive Offices)                      (Zip Code)
  
  
                         2004 Consultants Compensation Plan
  
                                   Robert McNeely
                                  702 Stafford Way
                                Carson City, NV 89701
             (Name, address, and telephone number of agent for service)
  
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                                   (503) 241-0780
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------
                                                                                Proposed
                                                      Proposed                  maximum              Amount of
  Title of securities          Amount to          maximum offering         aggregate offering      registration
  to be registered           be registered        price per share                price                  fee
                                  (1)                   (2)                       (2)                   (3)
  ------------------------- --------------- -------------------------- ------------------------- -----------------
  <S>                         <C>                      <C>                    <C>                     <C>
  Common Stock,
  par value $0.001            140,000,000              $ 0.02                 $ 2,800,000             $355.00
  per share                      shares
  ----------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  
  
  
  <PAGE>
  (1)  This filing registers  140,000,000 shares of registrant's common stock, par
  value $0.001 per share (the "Common Stock"),  reserved for issuance  pursuant to
  the registrant's 2004 Consultants  Compensation Plan for consulting and advisory
  services to be provided to the registrant.
  
  (2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
  accordance  with the  Securities  Act of 1933, as amended,  based on the closing
  price for the Common Stock in the over- the-counter market on June 9, 2004.
  
  (3)  Calculated in accordance  with Section 6(b) of the  Securities Act of 1933,
  as amended (the "Act"),  and  Securities  and Exchange  Commission  ("SEC") Rule
  457(h) promulgated under the Act.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following  documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31,  2003,  filed  pursuant  to Section  13(a) or 15(d) of the
                    Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                    Act");
  
           (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                    the  Exchange  Act  since the end of the year  covered  by the
                    annual  report  referred  to in (a)  above,  specifically  the
                    quarterly  report on Form 10Q-SB for the  quarter  ended March
                    31, 2004.
  
           All documents  filed by the Company  subsequent to those listed in Item
  3(a)-(b) above 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 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 filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
  
  
  
  
  
  
                                         -2-
  
  <PAGE>
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           In  addition  to any rights of  indemnification  that may be granted to
  directors and officers under the Nevada Business  Corporation  Code, as amended,
  Company's  Bylaws  (the  "Bylaws")  grant  Company  broad  powers  to  indemnify
  directors  and  officers  against  liabilities  that  they  may  incur  in  such
  capacities.
  
           The Bylaws require the  indemnification  of an officer or director made
  or threatened  to be made a party to a proceeding  because such person is or was
  an officer or director of Company against  certain  liabilities and expenses if:
  (i) the  officer or director  acted in good faith;  (ii) the officer or director
  reasonably  believed  the  actions  were in or not  opposed  to  Company's  best
  interest;  and  (iii) in the  case of a  criminal  proceeding,  the  officer  or
  director had no reasonable  cause to believe that the conduct was  unlawful.  In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to  indemnification  to the fullest  extent  permitted by law if the
  officer or director  acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           An officer or director is generally  not  entitled to  indemnification:
  (i) in connection with any proceeding  charging improper personal benefit to the
  officer or director  in which the officer or director is adjudged  liable on the
  basis that personal benefit was improperly received;  or (ii) in connection with
  any  proceeding  initiated  by  such  person  against  Company,  its  directors,
  officers, employees, or other agents.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable
  
  ITEM 8.  EXHIBITS.
  
           The exhibits  listed in the index to exhibits,  which appears on page 7
  hereof, are filed as part of this registration statement.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -3-
  
  <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:
  
                             (a)      To  include  any   prospectus   required  by
                                      section 10(a)(3) of the Act;
  
                             (b)      To  reflect in the  prospectus  any facts or
                                      events  arising after the effective  date of
                                      the  registration  statement  (or  the  most
                                      recent  post-effective   amendment  thereto)
                                      which,  individually  or in  the  aggregate,
                                      represent  a   fundamental   change  in  the
                                      information  set  forth in the  registration
                                      statement;
  
                             (c)      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;
  
                             provided, however, that paragraphs A(1)(a) and
                             A(1)(b) do not apply if the information required to
                             be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the registrant pursuant to Section 13 or Section
                             15(d) of the Exchange Act that are incorporated by
                             reference in the registration statement.
  
                    (2)      That,  for the purpose of  determining  any liability
                             under  the 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 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 Act,  each
                    filing of the  registrant's  annual report pursuant to Section
                    13(a)  or  Section  15(d)  of the  Exchange  Act  (and,  where
                    applicable,  each filing of an employee  benefit plan's annual
                    report  pursuant to Section 15(d) of the Exchange Act) 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
                    Act may be permitted to directors,  officers,  and controlling
                    persons of the  registrant  pursuant  to the  above-referenced
                    provisions, or otherwise, the registrant has been advised that
                    in the  opinion  of the SEC such  indemnification  is  against
                    public policy as expressed
  
                                         -4-
  
  <PAGE>
                    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 Act, as amended,  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 Torrance, California, on June 9, 2004
  
  NOVA COMMUNICATIONS LTD.
  
  
  By:      /s/ KENNETH D. OWEN
           ----------------------------------
           Kenneth D. Owen
           President
  
  
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Kenneth D. Owen and Leslie I. Handler, and
  each of them, his or her true and lawful attorney-in-fact and agent, with full
  power of substitution for him or her in any and all capacities, to sign any and
  all amendments or post-effective amendments to this registration statement, and
  to file the same, with all exhibits thereto and other documents in connection
  therewith, with the SEC, granting unto each such attorney and agent full power
  and authority to do any and all acts and things necessary or advisable in
  connection with such matters, and hereby ratifying and confirming all that each
  such attorney and agent, or his substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
  
  
  
                                         -5-
  
  <PAGE>
  
  
  
  Principal Executive Officer:                         Date:
  
  /s/ KENNETH D. OWEN                                  June 9, 2004
  ----------------------------------
  Kenneth D. Owen
  President
  
  Principal Financial Officer:
  
  /s/ LESLIE I. HANDLER                                 June 9, 2004
  ----------------------------------
  Leslie I. Handler
  Treasurer
  
  Directors:
  
  
  /s/ KENNETH D. OWEN                                  June 9, 2004
  ----------------------------------
  Kenneth D. Owen
  Director
  
  
  /s/ LESLIE I. HANDLER                                June 9, 2004
  ----------------------------------
  Leslie I. Handler
  Director
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                     Exhibit                           Page
  ------------------- ------------------------------------------------ -----------
  4.2                                     Bylaws                            *
                                 (relevant portions only)
  ------------------- ------------------------------------------------ -----------
  5.1                      Opinion of Robert C. Laskowski, Esq.             7
                                   (regarding legality)
  ------------------- ------------------------------------------------ -----------
  23.1                     Consent of Robert C. Laskowski, Esq.             7
                                (included in Exhibit 5.1)
  
  23.2                      Consent of Timothy L. Steers, CPA               8
  ------------------- ------------------------------------------------ -----------
  24.1                              Power of Attorney                       5
                       (see page 5 of this registration statement)
  ------------------- ------------------------------------------------ -----------
  *        Incorporated by reference.
  
  (1)      Other  exhibits  listed  in  Item  601 of SEC  Regulation  S-B  are not
           applicable.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "nc_s8-40609.txt", "secsgml_size_bytes": 15696}]
metadata_filer: {"company-data": {"conformed-name": "NOVA COMMUNICATIONS LTD", "cik": "0000769882", "assigned-sic": "8741", "irs-number": "954756822", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116354", "film-number": "04857544"}, "business-address": {"street1": "370 AMAPOLA AVE", "street2": "SUITE 202", "city": "TORRANCE", "state": "CA", "zip": "90501", "phone": "3106420200"}, "mail-address": {"street1": "3830 DEL AMO BOULEVARD", "street2": "SUITE 101", "city": "TORRANCE", "state": "CA", "zip": "90503"}, "former-company": {"former-conformed-name": "FIRST COLONIAL VENTURES LTD", "date-changed": "19920703"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              NOVA COMMUNICATIONS LTD.
               (Exact name of registrant as specified in its charter)
  
            Nevada                                        95-4756822
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
  370 Amapola Ave. # 202, Torrance, California                      90501
    (Address of Principal Executive Offices)                      (Zip Code)
  
                         2004 Consultants Compensation Plan
  
                                   Robert McNeely
                                  702 Stafford Way
                                Carson City, NV 89701
             (Name, address, and telephone number of agent for service)
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                                   (503) 241-0780
  
                           CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------
                                                                                Proposed
                                                      Proposed                  maximum              Amount of
  Title of securities          Amount to          maximum offering         aggregate offering      registration
  to be registered           be registered        price per share                price                  fee
                                  (1)                   (2)                       (2)                   (3)
  ------------------------- --------------- -------------------------- ------------------------- -----------------
  Common Stock,
  par value $0.001            140,000,000              $ 0.02                 $ 2,800,000             $355.00
  per share                      shares
  ----------------------------------------------------------------------------------------------------------------
  (1)  This filing registers  140,000,000 shares of registrant's common stock, par
  value $0.001 per share (the "Common Stock"),  reserved for issuance  pursuant to
  the registrant's 2004 Consultants  Compensation Plan for consulting and advisory
  services to be provided to the registrant.
  
  (2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
  accordance  with the  Securities  Act of 1933, as amended,  based on the closing
  price for the Common Stock in the over- the-counter market on June 9, 2004.
  
  (3)  Calculated in accordance  with Section 6(b) of the  Securities Act of 1933,
  as amended (the "Act"),  and  Securities  and Exchange  Commission  ("SEC") Rule
  457(h) promulgated under the Act.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following  documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31,  2003,  filed  pursuant  to Section  13(a) or 15(d) of the
                    Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                    Act");
  
           (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                    the  Exchange  Act  since the end of the year  covered  by the
                    annual  report  referred  to in (a)  above,  specifically  the
                    quarterly  report on Form 10Q-SB for the  quarter  ended March
                    31, 2004.
  
           All documents  filed by the Company  subsequent to those listed in Item
  3(a)-(b) above 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 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 filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                         -2-
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           In  addition  to any rights of  indemnification  that may be granted to
  directors and officers under the Nevada Business  Corporation  Code, as amended,
  Company's  Bylaws  (the  "Bylaws")  grant  Company  broad  powers  to  indemnify
  directors  and  officers  against  liabilities  that  they  may  incur  in  such
  capacities.
  
           The Bylaws require the  indemnification  of an officer or director made
  or threatened  to be made a party to a proceeding  because such person is or was
  an officer or director of Company against  certain  liabilities and expenses if:
  (i) the  officer or director  acted in good faith;  (ii) the officer or director
  reasonably  believed  the  actions  were in or not  opposed  to  Company's  best
  interest;  and  (iii) in the  case of a  criminal  proceeding,  the  officer  or
  director had no reasonable  cause to believe that the conduct was  unlawful.  In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to  indemnification  to the fullest  extent  permitted by law if the
  officer or director  acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           An officer or director is generally  not  entitled to  indemnification:
  (i) in connection with any proceeding  charging improper personal benefit to the
  officer or director  in which the officer or director is adjudged  liable on the
  basis that personal benefit was improperly received;  or (ii) in connection with
  any  proceeding  initiated  by  such  person  against  Company,  its  directors,
  officers, employees, or other agents.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable
  
  ITEM 8.  EXHIBITS.
  
           The exhibits  listed in the index to exhibits,  which appears on page 7
  hereof, are filed as part of this registration statement.
  
                                         -3-
  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:
  
                             (a)      To  include  any   prospectus   required  by
                                      section 10(a)(3) of the Act;
  
                             (b)      To  reflect in the  prospectus  any facts or
                                      events  arising after the effective  date of
                                      the  registration  statement  (or  the  most
                                      recent  post-effective   amendment  thereto)
                                      which,  individually  or in  the  aggregate,
                                      represent  a   fundamental   change  in  the
                                      information  set  forth in the  registration
                                      statement;
  
                             (c)      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;
  
                             provided, however, that paragraphs A(1)(a) and
                             A(1)(b) do not apply if the information required to
                             be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the registrant pursuant to Section 13 or Section
                             15(d) of the Exchange Act that are incorporated by
                             reference in the registration statement.
  
                    (2)      That,  for the purpose of  determining  any liability
                             under  the 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 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 Act,  each
                    filing of the  registrant's  annual report pursuant to Section
                    13(a)  or  Section  15(d)  of the  Exchange  Act  (and,  where
                    applicable,  each filing of an employee  benefit plan's annual
                    report  pursuant to Section 15(d) of the Exchange Act) 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
                    Act may be permitted to directors,  officers,  and controlling
                    persons of the  registrant  pursuant  to the  above-referenced
                    provisions, or otherwise, the registrant has been advised that
                    in the  opinion  of the SEC such  indemnification  is  against
                    public policy as expressed
  
                                         -4-
  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 Act, as amended,  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 Torrance, California, on June 9, 2004
  
  NOVA COMMUNICATIONS LTD.
  
  By:      /s/ KENNETH D. OWEN
           ----------------------------------
           Kenneth D. Owen
           President
  
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Kenneth D. Owen and Leslie I. Handler, and
  each of them, his or her true and lawful attorney-in-fact and agent, with full
  power of substitution for him or her in any and all capacities, to sign any and
  all amendments or post-effective amendments to this registration statement, and
  to file the same, with all exhibits thereto and other documents in connection
  therewith, with the SEC, granting unto each such attorney and agent full power
  and authority to do any and all acts and things necessary or advisable in
  connection with such matters, and hereby ratifying and confirming all that each
  such attorney and agent, or his substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
                                         -5-
  Principal Executive Officer:                         Date:
  
  /s/ KENNETH D. OWEN                                  June 9, 2004
  ----------------------------------
  Kenneth D. Owen
  President
  
  Principal Financial Officer:
  
  /s/ LESLIE I. HANDLER                                 June 9, 2004
  ----------------------------------
  Leslie I. Handler
  Treasurer
  
  Directors:
  
  /s/ KENNETH D. OWEN                                  June 9, 2004
  ----------------------------------
  Kenneth D. Owen
  Director
  
  /s/ LESLIE I. HANDLER                                June 9, 2004
  ----------------------------------
  Leslie I. Handler
  Director
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                     Exhibit                           Page
  ------------------- ------------------------------------------------ -----------
  4.2                                     Bylaws                            *
                                 (relevant portions only)
  ------------------- ------------------------------------------------ -----------
  5.1                      Opinion of Robert C. Laskowski, Esq.             7
                                   (regarding legality)
  ------------------- ------------------------------------------------ -----------
  23.1                     Consent of Robert C. Laskowski, Esq.             7
                                (included in Exhibit 5.1)
  
  23.2                      Consent of Timothy L. Steers, CPA               8
  ------------------- ------------------------------------------------ -----------
  24.1                              Power of Attorney                       5
                       (see page 5 of this registration statement)
  ------------------- ------------------------------------------------ -----------
  *        Incorporated by reference.
  
  (1)      Other  exhibits  listed  in  Item  601 of SEC  Regulation  S-B  are not
           applicable.