As filed with the Securities and Exchange Commission on May 29, 2003

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        STEREO VISION ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)


                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   95-4786792
                      (I.R.S. Employer Identification No.)

           15452 Cabrieto Road, Suite 204, Van Nuys, California 91406
             (Address of Principal Executive Offices, and Zip Code)

                       CONSULTING AND LEGAL SERVICES PLAN
                              (Full title of plan)

                                   John Honour
                         15452 Cabrieto Road, Suite 204
                           Van Nuys, California 91406
                                 (818) 909-7911
    (Address and telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                              Proposed
    Title of Securities to be                                     Proposed Maximum Offering   Maximum
           Registered                                                  Price Per Share        Aggregate  Amount of
                                    Amount to be registered                                   Offering  Registration
                                                                                               Price       Fee
<S>                                     <C>                              <C>              <C>          <C>
 Common Stock, $.001 par value             5,000,000                        $0.05            $250,000     $20.23
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rue 457 under the Securities Act of 1933.
[GRAPHIC OMITTED]



<PAGE>



              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.           Plan Information.

The Company is offering  shares of its common stock to various  individuals  for
consulting and legal services  performed on the Company's behalf.  This issuance
of shares is being made pursuant to a Consulting and Legal Services Plan adopted
by the Board of Directors on January 2, 2003.  The Board has equated this number
of shares to the value of the legal or  consulting  services  provided  or to be
provided  by  these  individuals.   The  shares  issued  hereunder  to  eligible
participants who are not affiliates of the Company as defined in Rule 405 of the
Securities Act will not be subject to any resale  restrictions.  The Plan is not
qualified under ERISA.

The  consulting  services  for which  these  shares are being  issued are not in
connection with any offer of sale of securities in a capital-raising transaction
and does not  directly  or  indirectly  promote  or  maintain  a market  for the
securities of the Company.


Item 2.           Registrant Information and Employee Plan Annual Information.*

The  participants  shall provided a written  statement  notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated  by reference in Item 3 of Part II of the  registration  statement,
and (ii) other documents  required to be delivered  pursuant to Rule 428(b). The
statement will inform the participants  that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or  department)  and  telephone  number  to  which  the  request  is to be
directed.

REQUESTS  SHOULD  BE  ADDRESSED  TO HERKY  WILLIAMS,  SECRETARY,  STEREO  VISION
ENTERTAINMENT, INC., 15452 CABRIETO RD., SUITE 204, VAN NUYS, CALIFORNIA, 91406,
(310) 205-7998.
[GRAPHIC OMITTED]




<PAGE>




PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company has filed the following  documents  with the Securities and Exchange
Commission:  Annual Report on Form 10KSB,  filed on October 11, 2002;  Quarterly
Reports on form 10QSB filed  November  19,  2002,  February 19, 2003 and May 20,
2003.  The above  referenced  reports,  which  were  previously  filed  with the
Commission are incorporated herein by reference.

All  documents  filed by the  Company  pursuant  to Section 13, or 15 (d) of the
Exchange  Act after the date hereof and prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered 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.  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  Prospectus  to the extent  that a  statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

ITEM 4. DESCRIPTION OF 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 OTCBB,  under symbol
SVED.  The  presently  outstanding  shares  of Common  Stock are fully  paid and
non-assessable.

COMMON  STOCK As of March 31,  2003,  37,903,485  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 Nevada 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.

PREEMPTIVE  RIGHTS.  Except  as  may  otherwise  be  provided  by the  Board  of
Directors,  no holder of any shares of the stock of the Corporation,  shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the  Corporation  of any class now or hereafter  authorized,  or any
securities  exchangeable for or convertible into such shares, or any warrants or
other  instruments  evidencing  rights or options to subscribe for,  purchase or
otherwise acquire such shares.

REGISTRAR  AND TRANSFER  AGENT:  The Company's  registrar and transfer  agent is
Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251.

DISSENTERS'  RIGHTS:  Under  current  Nevada  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.


<PAGE>

PREFERRED STOCK There are currently no shares of Preferred stock issued.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for expenses actually and necessarily
incurred  by  them  in  connection  with  the  defense  of any  action,  suit or
proceeding  in which they,  or any of them,  are made  parties,  or a party,  by
reason of having been Director(s) or Officer(s) of the  corporation,  or of such
other  corporation,  except, in relation to matter as to which any such Director
or Officer or former  Director  or Officer or person  shall be  adjudged in such
action,  suit or  proceeding  to be liable for  negligence  or misconduct in the
performance  of duty.  Furthermore,  the personal  liability of the Directors is
limited as provided in the Company's Articles of Incorporation.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The following  documents are filed as Exhibits to this  Registration  Statement:

5.1  --  Opinion  of  Counsel  regarding  the  legality  of  the  securities
         registered hereunder.
10.2  -- Consulting and Legal Services Plan
23.1  -- Consent of Counsel(included in Exhibit 5.1)
23.2  -- Consent of Robison, Hill & Co.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

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

(c) 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.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's

<PAGE>

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.

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.

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 Van Nuys, California on April 28, 2003

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.

Stereo Vision Entertainment, Inc. (Registrant)

                                   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 a form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Van Nuys, California on May 29, 2003.

                           Stereo Vision entertainment, Inc.


                           By   /s/ John Honour
                           -----------------------------------------------------
                           John Honour, CEO/President/Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                              Date

/s/ John Honour
John Honour               CEO/President/Director                    May 29, 2003

/s/ Herky Williams
Herky Williams            Secretary-Treasurer/Director              May 29,.2003
[{"type": "S-8", "sequence": "1", "filename": "forms8052903.txt", "secsgml_size_bytes": 14390}]
{"company-data": {"conformed-name": "STEREO VISION ENTERTAINMENT INC", "cik": "0001099814", "assigned-sic": "5731", "irs-number": "860869877", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105657", "film-number": "03723966"}, "business-address": {"street1": "11166 BURBANK BLVD", "city": "NORTH HOLLYWOOD", "state": "CA", "zip": "91601", "phone": "8187607007"}, "mail-address": {"street1": "11166 BURBANK BLVD", "city": "NORTH HOLLWOOD", "state": "CA", "zip": "91601"}, "former-company": {"former-conformed-name": "KESTREL EQUITY CORP", "date-changed": "19991126"}}
As filed with the Securities and Exchange Commission on May 29, 2003

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        STEREO VISION ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   95-4786792
                      (I.R.S. Employer Identification No.)

           15452 Cabrieto Road, Suite 204, Van Nuys, California 91406
             (Address of Principal Executive Offices, and Zip Code)

                       CONSULTING AND LEGAL SERVICES PLAN
                              (Full title of plan)

                                   John Honour
                         15452 Cabrieto Road, Suite 204
                           Van Nuys, California 91406
                                 (818) 909-7911
    (Address and telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed
    Title of Securities to be                                     Proposed Maximum Offering   Maximum
           Registered                                                  Price Per Share        Aggregate  Amount of
                                    Amount to be registered                                   Offering  Registration
                                                                                               Price       Fee
Common Stock, $.001 par value             5,000,000                        $0.05            $250,000     $20.23
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rue 457 under the Securities Act of 1933.
[GRAPHIC OMITTED]
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

The Company is offering  shares of its common stock to various  individuals  for
consulting and legal services  performed on the Company's behalf.  This issuance
of shares is being made pursuant to a Consulting and Legal Services Plan adopted
by the Board of Directors on January 2, 2003.  The Board has equated this number
of shares to the value of the legal or  consulting  services  provided  or to be
provided  by  these  individuals.   The  shares  issued  hereunder  to  eligible
participants who are not affiliates of the Company as defined in Rule 405 of the
Securities Act will not be subject to any resale  restrictions.  The Plan is not
qualified under ERISA.

The  consulting  services  for which  these  shares are being  issued are not in
connection with any offer of sale of securities in a capital-raising transaction
and does not  directly  or  indirectly  promote  or  maintain  a market  for the
securities of the Company.

Item 2.           Registrant Information and Employee Plan Annual Information.*

The  participants  shall provided a written  statement  notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated  by reference in Item 3 of Part II of the  registration  statement,
and (ii) other documents  required to be delivered  pursuant to Rule 428(b). The
statement will inform the participants  that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or  department)  and  telephone  number  to  which  the  request  is to be
directed.

REQUESTS  SHOULD  BE  ADDRESSED  TO HERKY  WILLIAMS,  SECRETARY,  STEREO  VISION
ENTERTAINMENT, INC., 15452 CABRIETO RD., SUITE 204, VAN NUYS, CALIFORNIA, 91406,
(310) 205-7998.
[GRAPHIC OMITTED]
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company has filed the following  documents  with the Securities and Exchange
Commission:  Annual Report on Form 10KSB,  filed on October 11, 2002;  Quarterly
Reports on form 10QSB filed  November  19,  2002,  February 19, 2003 and May 20,
2003.  The above  referenced  reports,  which  were  previously  filed  with the
Commission are incorporated herein by reference.

All  documents  filed by the  Company  pursuant  to Section 13, or 15 (d) of the
Exchange  Act after the date hereof and prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered 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.  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  Prospectus  to the extent  that a  statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

ITEM 4. DESCRIPTION OF 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 OTCBB,  under symbol
SVED.  The  presently  outstanding  shares  of Common  Stock are fully  paid and
non-assessable.

COMMON  STOCK As of March 31,  2003,  37,903,485  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 Nevada 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.

PREEMPTIVE  RIGHTS.  Except  as  may  otherwise  be  provided  by the  Board  of
Directors,  no holder of any shares of the stock of the Corporation,  shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the  Corporation  of any class now or hereafter  authorized,  or any
securities  exchangeable for or convertible into such shares, or any warrants or
other  instruments  evidencing  rights or options to subscribe for,  purchase or
otherwise acquire such shares.

REGISTRAR  AND TRANSFER  AGENT:  The Company's  registrar and transfer  agent is
Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251.

DISSENTERS'  RIGHTS:  Under  current  Nevada  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.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for expenses actually and necessarily
incurred  by  them  in  connection  with  the  defense  of any  action,  suit or
proceeding  in which they,  or any of them,  are made  parties,  or a party,  by
reason of having been Director(s) or Officer(s) of the  corporation,  or of such
other  corporation,  except, in relation to matter as to which any such Director
or Officer or former  Director  or Officer or person  shall be  adjudged in such
action,  suit or  proceeding  to be liable for  negligence  or misconduct in the
performance  of duty.  Furthermore,  the personal  liability of the Directors is
limited as provided in the Company's Articles of Incorporation.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The following  documents are filed as Exhibits to this  Registration  Statement:

5.1  --  Opinion  of  Counsel  regarding  the  legality  of  the  securities
         registered hereunder.
10.2  -- Consulting and Legal Services Plan
23.1  -- Consent of Counsel(included in Exhibit 5.1)
23.2  -- Consent of Robison, Hill & Co.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

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

(c) 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.

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.

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.

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 Van Nuys, California on April 28, 2003

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.

Stereo Vision Entertainment, Inc. (Registrant)

                                   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 a form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Van Nuys, California on May 29, 2003.

                           Stereo Vision entertainment, Inc.

                           By   /s/ John Honour
                           -----------------------------------------------------
                           John Honour, CEO/President/Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                              Date

/s/ John Honour
John Honour               CEO/President/Director                    May 29, 2003

/s/ Herky Williams
Herky Williams            Secretary-Treasurer/Director              May 29,.2003