UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        RELIANT HOME WARRANTY CORPORATION
             (Exact name of registrant as specified in its charter)

           FLORIDA                                             65-0656668
--------------------------------                          --------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                            Suite 250, 350 Bay Street
                              Toronto, ONT M5H 2S6
                                     Canada
                    (Address of principal executive offices)


                          2005 EQUITY COMPENSATION PLAN
                            (Full title of the plan)


                           Corporation Service Company
                     1201 Hays Street, Tallahassee, FL 32301
                     (Name and address of agent for service)

                                 1-800-342-8086
                     (Telephone number of agent for service)

Approximate Date of Commencement of Proposed Sale: As soon as practicable  after
the Registration Statement becomes effective.
<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE

   ----------------------------------- --------------- ----------------------- ---------------------- ---------------
                Title of                   Amount         Proposed maximum       Proposed maximum       Amount of
               securities                  to be           offering price            aggregate         registration
            to be registered             registered        per share (1)          offering price            fee
   ----------------------------------- --------------- ----------------------- ---------------------- ---------------
<S>                                      <C>                   <C>                  <C>                  <C>
   Common Stock, $.001 par value         8,000,000             $0.18                $1,440,000           $154.08
   ----------------------------------- --------------- ----------------------- ---------------------- ---------------
</TABLE>

     (1)  Computed  pursuant to Rule 457(c) of the  Securities  Act of 1933,  as
     amended, solely for the purpose of calculating the registration fee and not
     as a representation as to any actual proposed price. The offering price per
     share,  maximum aggregate offering price and registration fee is calculated
     on the average of the bid and asked  price of the common  stock as of March
     1, 2006.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information

The  name  of  the  registrant  is  Reliant  Home  Warranty   Corporation   (the
"Registrant").  The title of the plan is the 2005 Equity  Compensation Plan (the
"Plan").  Under the Plan, the Plan administrators may grant shares to any person
employed  by  the  Registrant  either  as  an  employee,  officer,  director  or
independent consultant,  provided that no person can be granted shares under the
plan for services related to capital raising or promotional activities.

Description of Registrant's Securities

The Company is authorized to issue  100,000,000  shares of Common Stock,  $0.001
par value.  The  Company's  stock is  currently  traded on the  Over-the-Counter
Bulletin  Board under symbol RHWC.  The presently  outstanding  shares of Common
Stock are fully paid and nonassessable.

Common Stock:  As of February 28, 2006,  78,019,782  shares of Common Stock were
outstanding.

Voting Rights: Each holder of the Common Stock shall be entitled to one vote for
each  share  of stock  standing  in his  name on the  books of the  Corporation.
Dividend  Rights.  Dividends may be declared,  subject to the  provisions of the
laws of the State of Florida and the Articles of Incorporation,  by the Board of
Directors at any regular or special  meeting and may be paid in cash,  property,
shares of corporate  stock, or any other medium.  The Board of Directors may fix
in advance a record  date,  as provided in the  By-laws,  prior to the  dividend
payment for the purposes of determining shareholders entitled to receive payment
of any dividend.  The Board of Directors may close the stock  transfer books for
such  purpose  for a period of not more than ten (10) days prior to the  payment
date of such dividend.

Dissenters'  Rights:  Under  current  Florida  law, a  shareholder  is  afforded
dissenters'  rights  which,  if properly  exercised,  may require the Company to
purchase  his  shares   dissenters'   rights  commonly  arise  in  extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales,  liquidating  distributions,  and  certain  amendments  to the  Company's
certificate of incorporation.

Preferred Stock:  There are currently no shares of Preferred stock issued.

Issuance of Shares

At the  direction of the  Registrant's  Board of  Directors,  the  employees and
consultants of the Registrant are eligible to participate in  Registrant's  2005
Equity  Compensation  Plan (the "Plan").  The employees and all  consultants may
participate  in the Plan by electing  to receive  Registrant's  common  stock as
compensation.

Resale Restrictions

There are no  restrictions  on resale upon the  purchasers of the Stock from the
employees or the consultants.

                                      -2-
<PAGE>

Item 2.   Registrant Information and Equity Compensation Plan Annual Information

The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 and all  reports  filed with the  Securities  and  Exchange  Commission
pursuant  to  Section  13(a)  or 15(d) of the  Securities  Exchange  Act of 1934
subsequent  to  December  31,  2004 are  incorporated  by  reference  into  this
Prospectus. Copies of these documents are available to any eligible employee and
consultant,  without charge, upon written or oral request made to the Registrant
address stated above.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement and made a part hereof:

         (a)      The Company's  quarterly  report on Form 10-QSB for the period
                  ended September 30, 2005.

         (b)      The Company's  Annual report on Form 10-KSB for the year ended
                  December 31, 2004.

         (c)      All  other  reports  which  may be  filed  by  the  Registrant
                  pursuant to Section  13(a) or 15(d) of the  Exchange Act since
                  the end of the fiscal year ended December 31, 2004.

         (d)      Any statement  contained in a document  incorporated or deemed
                  to be incorporated  by reference  herein shall be deemed to be
                  modified  or  superseded  for  purposes  of this  Registration
                  Statement to the extent that a statement  contained  herein or
                  in any other  subsequently  filed document which also is or is
                  deemed to be  incorporated  by  reference  herein  modifies or
                  supersedes  such  statement.  Any  statement  so  modified  or
                  superseded  shall  not be  deemed,  except as so  modified  or
                  superseded,   to  constitute  a  part  of  this   Registration
                  Statement.

Item 4.   Description of Securities.

The class of securities to be offered hereby has been  registered  under Section
12(b) of the Exchange Act by the registrant, and incorporated by reference.

Item 5.   Interests of Named Experts and Counsel.

The validity of the securities offered will be passed upon for the Registrant by
securities  counsel,  Melissa K. Rice, P.A. SF Partnership,  LLP consents to the
incorporation by reference of their report on the audited  financial  statements
contained in the Form 10-KSB filed for the year ended December 31, 2004.

Item 6.   Indemnification of Directors and Officers.

We shall  indemnify  to the  fullest  extent  permitted  by,  and in the  manner
permissible  under  the laws of the  State  of  Florida,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a director or officer,  or served any other  enterprise as director,  officer or
employee at our request. The Board of Directors,  in its discretion,  shall have
the power on behalf of the  Registrant  to  indemnify  any person,  other than a
director or officer, made a party to any action, suit or proceeding by reason of
the fact that  he/she  is or was an  employee.

                                      -3-
<PAGE>

To the extent  permitted  under  Florida  statutes,  the  Registrant  may limit,
through  indemnification,  the personal liability of their directors or officers
in actions,  claims or proceedings brought against such person by reason of that
person's  current or former status as an officer or director of the corporation.
We may indemnify our directors or officers if the person acted in good faith and
in a manner the person  reasonably  believed  was, at least,  not opposed to the
best  interests  of the  corporation.  In the  event  of a  criminal  action  or
proceeding,  indemnification is not available if the person had reasonable cause
to believe their action was unlawful.

Further,  in an action  brought  by us or in our  right,  if the  person,  after
exhaustion  of all appeals,  is found to be liable to us, or if the person makes
payment to us in settlement of the action,  indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled to indemnification.  Such discretionary  indemnification is
available only as authorized on a case-by-case  basis by: (1) the  stockholders;
(2) a majority of a quorum of the Board of  Directors  consisting  of members of
the Board who were not  parties  to the  action,  suit or  proceeding;  (3) if a
majority  of a quorum of the Board of  Directors  consisting  of  members of the
board who were not  parties to the  action,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion;  or (4) if a quorum of the Board
of  Directors  consisting  of members  of the Board who were not  parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

To the extent that our director or officer is successful in defending against an
action,  suit or  proceeding  brought  against  that person as a result of their
current or former status as an officer or director,  we may indemnify the person
against  all  expenses  actually  and  reasonably  incurred  by  the  person  in
connection  with their defense.  Nevada law also allows  corporations to advance
expenses of officers  and  directors  incurred in  defending a civil or criminal
action as they are incurred,  upon receipt of an  undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent  jurisdiction that such officer or director is not entitled
to be  indemnified by the  corporation  because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.

Our By-laws provide for the indemnification of its directors and officers to the
maximum extent  provided by law. It is the position of the SEC and certain state
securities  administrators  that any attempt to limit the  liability  of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

Not Applicable.

Item 8.   Exhibits.

The following is a list of exhibits filed as part of this Registration Statement
and incorporated herein:


Exhibit
Number                           Description
-----------       --------------------------------------------------------------
5.1               Opinion of Melissa K. Rica, P.A.
10.1              2005 Equity Compensation Plan
23.1              Consent of SF Partnership, LLP
23.2              Consent of Melissa K. Rice, P.A. (see Exhibit 5.1).

                                      -4-
<PAGE>

Item 9.   Undertakings.

The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which it offers or sells securities,
              a post effective amendment to this Registration Statement to:

                  (i) Include any prospectus required by section 10(a)(3) of the
                      Securities Act;

                 (ii) Reflect in the  prospectus  any  facts  or  events  which,
                      individually or together,  represent a fundamental  change
                      in the  information  in the  registration  statement;  and
                      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 low or high 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 the
                      volume and price  represent  no more than  twenty  percent
                      (20%) change in the maximum  aggregate  offering price set
                      forth in the  "Calculation of  Registration  Fee" table in
                      the effective registration statement.

                (iii) Include any additional or changed material information on
                      the plan of distribution.

         (2)  For  determining  liability  under the Securities  Act, treat each
              post effective  amendment as a new  registration  statement of the
              securities  offered,  and the offering of the  securities  at that
              time to be the initial bona fide offering.

         (3)  For  determining any liability under the Securities Act, treat the
              information  omitted from the form of prospectus  filed as part of
              this  registration  statement  in  reliance  upon  Rule  430A  and
              contained  in a form of  prospectus  filed by the  small  business
              issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities
              Act  as  part  of  this  registration  statement  as of  the  time
              Commission declared it effective.

         (4)  For determining any liability under the Securities Act, treat each
              post effective  amendment as a new registration  statement for the
              securities  offered,  and the offering of the  securities  at that
              time to be the initial bona fide offering.


Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the  "Act"),  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  in  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
Securities Act and will be governed by the final adjudication of such issue.

                                      -5-
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,   in  the  City  of  ____________,   State  of   _______________  on
______________, 2006.



                                      Reliant Home Warranty Corporation

                                      By:  /s/ Boyd Soussana
                                           -------------------------------------
                                            Boyd Soussana
                                            Principal 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:



Date: _____________, 2006             /s/ Boyd Soussana
                                      ------------------------------------------
                                      Boyd Soussana
                                      Principal Executive Officer, Director

Date:  _____________, 2006            /s/ Steve Hamilton
                                      ------------------------------------------
                                      Steve Hamilton
                                      Principal Financial Officer, Director


                                      -6-
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{"company-data": {"conformed-name": "RELIANT HOME WARRANTY CORP", "cik": "0001108028", "assigned-sic": "9995", "irs-number": "650656668", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132279", "film-number": "06672961"}, "business-address": {"street1": "SUITE 700", "street2": "200 YORKLAND BLVD", "city": "TORONTO", "state": "A6", "zip": "M2J 5C1", "phone": "416-445-9500"}, "mail-address": {"street1": "SUITE 700", "street2": "200 YORKLAND BLVD", "city": "TORONTO", "state": "A6", "zip": "M2J 5C1"}, "former-company": [{"former-conformed-name": "DIALEX MINERALS", "date-changed": "20031103"}, {"former-conformed-name": "VHS NETWORK INC/CA", "date-changed": "20000515"}, {"former-conformed-name": "EXODUS ACQUISITION CORP", "date-changed": "20000228"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        RELIANT HOME WARRANTY CORPORATION
             (Exact name of registrant as specified in its charter)

           FLORIDA                                             65-0656668
--------------------------------                          --------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                            Suite 250, 350 Bay Street
                              Toronto, ONT M5H 2S6
                                     Canada
                    (Address of principal executive offices)

                          2005 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                           Corporation Service Company
                     1201 Hays Street, Tallahassee, FL 32301
                     (Name and address of agent for service)

                                 1-800-342-8086
                     (Telephone number of agent for service)

Approximate Date of Commencement of Proposed Sale: As soon as practicable  after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE

   ----------------------------------- --------------- ----------------------- ---------------------- ---------------
                Title of                   Amount         Proposed maximum       Proposed maximum       Amount of
               securities                  to be           offering price            aggregate         registration
            to be registered             registered        per share (1)          offering price            fee
   ----------------------------------- --------------- ----------------------- ---------------------- ---------------
Common Stock, $.001 par value         8,000,000             $0.18                $1,440,000           $154.08
   ----------------------------------- --------------- ----------------------- ---------------------- ---------------
(1)  Computed  pursuant to Rule 457(c) of the  Securities  Act of 1933,  as
     amended, solely for the purpose of calculating the registration fee and not
     as a representation as to any actual proposed price. The offering price per
     share,  maximum aggregate offering price and registration fee is calculated
     on the average of the bid and asked  price of the common  stock as of March
     1, 2006.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information

The  name  of  the  registrant  is  Reliant  Home  Warranty   Corporation   (the
"Registrant").  The title of the plan is the 2005 Equity  Compensation Plan (the
"Plan").  Under the Plan, the Plan administrators may grant shares to any person
employed  by  the  Registrant  either  as  an  employee,  officer,  director  or
independent consultant,  provided that no person can be granted shares under the
plan for services related to capital raising or promotional activities.

Description of Registrant's Securities

The Company is authorized to issue  100,000,000  shares of Common Stock,  $0.001
par value.  The  Company's  stock is  currently  traded on the  Over-the-Counter
Bulletin  Board under symbol RHWC.  The presently  outstanding  shares of Common
Stock are fully paid and nonassessable.

Common Stock:  As of February 28, 2006,  78,019,782  shares of Common Stock were
outstanding.

Voting Rights: Each holder of the Common Stock shall be entitled to one vote for
each  share  of stock  standing  in his  name on the  books of the  Corporation.
Dividend  Rights.  Dividends may be declared,  subject to the  provisions of the
laws of the State of Florida and the Articles of Incorporation,  by the Board of
Directors at any regular or special  meeting and may be paid in cash,  property,
shares of corporate  stock, or any other medium.  The Board of Directors may fix
in advance a record  date,  as provided in the  By-laws,  prior to the  dividend
payment for the purposes of determining shareholders entitled to receive payment
of any dividend.  The Board of Directors may close the stock  transfer books for
such  purpose  for a period of not more than ten (10) days prior to the  payment
date of such dividend.

Dissenters'  Rights:  Under  current  Florida  law, a  shareholder  is  afforded
dissenters'  rights  which,  if properly  exercised,  may require the Company to
purchase  his  shares   dissenters'   rights  commonly  arise  in  extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales,  liquidating  distributions,  and  certain  amendments  to the  Company's
certificate of incorporation.

Preferred Stock:  There are currently no shares of Preferred stock issued.

Issuance of Shares

At the  direction of the  Registrant's  Board of  Directors,  the  employees and
consultants of the Registrant are eligible to participate in  Registrant's  2005
Equity  Compensation  Plan (the "Plan").  The employees and all  consultants may
participate  in the Plan by electing  to receive  Registrant's  common  stock as
compensation.

Resale Restrictions

There are no  restrictions  on resale upon the  purchasers of the Stock from the
employees or the consultants.

                                      -2-
Item 2.   Registrant Information and Equity Compensation Plan Annual Information

The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 and all  reports  filed with the  Securities  and  Exchange  Commission
pursuant  to  Section  13(a)  or 15(d) of the  Securities  Exchange  Act of 1934
subsequent  to  December  31,  2004 are  incorporated  by  reference  into  this
Prospectus. Copies of these documents are available to any eligible employee and
consultant,  without charge, upon written or oral request made to the Registrant
address stated above.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement and made a part hereof:

         (a)      The Company's  quarterly  report on Form 10-QSB for the period
                  ended September 30, 2005.

         (b)      The Company's  Annual report on Form 10-KSB for the year ended
                  December 31, 2004.

         (c)      All  other  reports  which  may be  filed  by  the  Registrant
                  pursuant to Section  13(a) or 15(d) of the  Exchange Act since
                  the end of the fiscal year ended December 31, 2004.

         (d)      Any statement  contained in a document  incorporated or deemed
                  to be incorporated  by reference  herein shall be deemed to be
                  modified  or  superseded  for  purposes  of this  Registration
                  Statement to the extent that a statement  contained  herein or
                  in any other  subsequently  filed document which also is or is
                  deemed to be  incorporated  by  reference  herein  modifies or
                  supersedes  such  statement.  Any  statement  so  modified  or
                  superseded  shall  not be  deemed,  except as so  modified  or
                  superseded,   to  constitute  a  part  of  this   Registration
                  Statement.

Item 4.   Description of Securities.

The class of securities to be offered hereby has been  registered  under Section
12(b) of the Exchange Act by the registrant, and incorporated by reference.

Item 5.   Interests of Named Experts and Counsel.

The validity of the securities offered will be passed upon for the Registrant by
securities  counsel,  Melissa K. Rice, P.A. SF Partnership,  LLP consents to the
incorporation by reference of their report on the audited  financial  statements
contained in the Form 10-KSB filed for the year ended December 31, 2004.

Item 6.   Indemnification of Directors and Officers.

We shall  indemnify  to the  fullest  extent  permitted  by,  and in the  manner
permissible  under  the laws of the  State  of  Florida,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a director or officer,  or served any other  enterprise as director,  officer or
employee at our request. The Board of Directors,  in its discretion,  shall have
the power on behalf of the  Registrant  to  indemnify  any person,  other than a
director or officer, made a party to any action, suit or proceeding by reason of
the fact that  he/she  is or was an  employee.

                                      -3-
To the extent  permitted  under  Florida  statutes,  the  Registrant  may limit,
through  indemnification,  the personal liability of their directors or officers
in actions,  claims or proceedings brought against such person by reason of that
person's  current or former status as an officer or director of the corporation.
We may indemnify our directors or officers if the person acted in good faith and
in a manner the person  reasonably  believed  was, at least,  not opposed to the
best  interests  of the  corporation.  In the  event  of a  criminal  action  or
proceeding,  indemnification is not available if the person had reasonable cause
to believe their action was unlawful.

Further,  in an action  brought  by us or in our  right,  if the  person,  after
exhaustion  of all appeals,  is found to be liable to us, or if the person makes
payment to us in settlement of the action,  indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled to indemnification.  Such discretionary  indemnification is
available only as authorized on a case-by-case  basis by: (1) the  stockholders;
(2) a majority of a quorum of the Board of  Directors  consisting  of members of
the Board who were not  parties  to the  action,  suit or  proceeding;  (3) if a
majority  of a quorum of the Board of  Directors  consisting  of  members of the
board who were not  parties to the  action,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion;  or (4) if a quorum of the Board
of  Directors  consisting  of members  of the Board who were not  parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

To the extent that our director or officer is successful in defending against an
action,  suit or  proceeding  brought  against  that person as a result of their
current or former status as an officer or director,  we may indemnify the person
against  all  expenses  actually  and  reasonably  incurred  by  the  person  in
connection  with their defense.  Nevada law also allows  corporations to advance
expenses of officers  and  directors  incurred in  defending a civil or criminal
action as they are incurred,  upon receipt of an  undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent  jurisdiction that such officer or director is not entitled
to be  indemnified by the  corporation  because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.

Our By-laws provide for the indemnification of its directors and officers to the
maximum extent  provided by law. It is the position of the SEC and certain state
securities  administrators  that any attempt to limit the  liability  of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

Not Applicable.

Item 8.   Exhibits.

The following is a list of exhibits filed as part of this Registration Statement
and incorporated herein:

Exhibit
Number                           Description
-----------       --------------------------------------------------------------
5.1               Opinion of Melissa K. Rica, P.A.
10.1              2005 Equity Compensation Plan
23.1              Consent of SF Partnership, LLP
23.2              Consent of Melissa K. Rice, P.A. (see Exhibit 5.1).

                                      -4-
Item 9.   Undertakings.

The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which it offers or sells securities,
              a post effective amendment to this Registration Statement to:

                  (i) Include any prospectus required by section 10(a)(3) of the
                      Securities Act;

                 (ii) Reflect in the  prospectus  any  facts  or  events  which,
                      individually or together,  represent a fundamental  change
                      in the  information  in the  registration  statement;  and
                      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 low or high 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 the
                      volume and price  represent  no more than  twenty  percent
                      (20%) change in the maximum  aggregate  offering price set
                      forth in the  "Calculation of  Registration  Fee" table in
                      the effective registration statement.

                (iii) Include any additional or changed material information on
                      the plan of distribution.

         (2)  For  determining  liability  under the Securities  Act, treat each
              post effective  amendment as a new  registration  statement of the
              securities  offered,  and the offering of the  securities  at that
              time to be the initial bona fide offering.

         (3)  For  determining any liability under the Securities Act, treat the
              information  omitted from the form of prospectus  filed as part of
              this  registration  statement  in  reliance  upon  Rule  430A  and
              contained  in a form of  prospectus  filed by the  small  business
              issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities
              Act  as  part  of  this  registration  statement  as of  the  time
              Commission declared it effective.

         (4)  For determining any liability under the Securities Act, treat each
              post effective  amendment as a new registration  statement for the
              securities  offered,  and the offering of the  securities  at that
              time to be the initial bona fide offering.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the  "Act"),  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  in  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
Securities Act and will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,   in  the  City  of  ____________,   State  of   _______________  on
______________, 2006.

                                      Reliant Home Warranty Corporation

                                      By:  /s/ Boyd Soussana
                                           -------------------------------------
                                            Boyd Soussana
                                            Principal 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:

Date: _____________, 2006             /s/ Boyd Soussana
                                      ------------------------------------------
                                      Boyd Soussana
                                      Principal Executive Officer, Director

Date:  _____________, 2006            /s/ Steve Hamilton
                                      ------------------------------------------
                                      Steve Hamilton
                                      Principal Financial Officer, Director

                                      -6-