As filed with the Securities and Exchange Commission on February 27, 2004

                                                  Registration No. 333-______

            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

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

                     EPICUS COMMUNICATIONS GROUP, INC.
          ------------------------------------------------------
            (formerly, Phoenix International Industries, Inc.)
          ------------------------------------------------------
          (Exact name of Registrant as specified in its charter)

           FLORIDA                                      59-2564162
-------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

       1750 Osceola Drive
    West Palm Beach, Florida                               33409
----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

                           Consulting Agreements
                 Retainer Letter with Bondy & Schloss LLP
                          2004 Stock Option Plan
                         ------------------------
                         (Full name of the plans)

                            Thomas N. Donaldson
                            1750 Osceola Drive
                        West Palm Beach, Florida 33409
                   ---------------------------------------
                   (Name and address of agent for service)

                               (561) 688-0440
      -------------------------------------------------------------
      (Telephone number, including area code, of agent for service)

                                COPY TO:

                            Bondy & Schloss LLP
                       60 E. 42nd Street, 37th Floor
                         New York, New York 10165

<PAGE>



                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of                            Proposed           Proposed
Securities     Maximum Amount       Maximum            Amount of
  to be            to be            Offering           Aggregate       Registration
Registered      Registered       Price per Share     Offering Price        Fee
----------     --------------    ---------------     --------------    ------------
<S>            <C>               <C>                 <C>               <C>

Common
Stock, par
value $.001     20,000,000(1)      $0.035(2)           $700,000          $  88.69

Common
Stock, par
value $.001      9,000,000(3)      $0.033(4)           $297,000          $  37.63

Common
Stock, par
value $.001      3,500,000(5)      $0.035(2)           $122,500          $  15.52

Common
Stock, par
value $.001     18,000,000(6)      $0.02(7)            $360,000          $  45.61
                                                                         --------
                                                                 Total:  $ 187.45
</TABLE>


(1)   Registered herein are 20,000,000 shares of the Registrant's
Common Stock that may be issued pursuant to its 2004 Stock Option
Plan.  Also registered hereunder are such additional shares of
Common Stock, presently indeterminable, as may be necessary to
satisfy the anti-dilution provisions of the Plan to which this
Registration Statement relates in accordance with Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act").

(2)   Pursuant to Rule 457(h) under the Securities Act, the maximum
aggregate offering price (estimated solely for the purpose of
calculating the registration fee based upon the average of the
bid and asked price of the Registrant's Common Stock as of
February 25, 2004) is $0.035/share.

(3)   Registered herein are 9,000,000 shares of the Registrant's
Common Stock to be issued to Marc Sporn as compensation for
consulting services performed by Mr. Sporn under contract with
Eastern Consulting Corp.

(4)   Pursuant to Rule 457(c) under the Securities Act, the maximum
aggregate offering price (estimated solely for the purpose of
calculating the registration fee based upon the agreed value of
services preformed under the consulting agreement with Eastern
Consulting Corp.) is $0.033/share.

(5)   Registered herein are 3,500,000 shares of the Registrant's
Common Stock to be issued to Jeffrey A. Rinde as compensation for
legal services rendered by Mr. Rinde under a retainer agreement
with Bondy & Schloss LLP.

(6)   Registered herein are 18,000,000 shares of the Registrant's
Common Stock to be issued to Manny Shulman as compensation for
consulting services rendered by Mr. Shulman.

(7)   Pursuant to Rule 457(c) under the Securities Act, the maximum
aggregate offering price (estimated solely for the purpose of
calculating the registration fee based upon the exercise price of
the options) is $0.02/share.


                              2

<PAGE>


                            PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

  (a)  Consulting Agreements and Retainer for Legal Services

     Epicus Communications Group, Inc. has previously entered
into agreements with third party consultants and attorneys for
the issuance of our common stock in exchange for services these
individuals provided.  In consideration for increasing the scope
of the continuing services rendered and to be rendered to the us
until such time as we generate sufficient cash flow from
operations, and in order to compensate our consultants and
attorneys, we prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.

     We have agreed to issue 30,500,000 shares of common stock
for corporate consulting and legal services being rendered to us.

     The documents containing the information specified in this
Item 1 of Part I with respect to the shares issued to consultants
and attorneys are being separately provided to the consultants
and attorneys as specified by Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act") and are
not being filed with, or included in, this Registration
Statement.

  (b)  2004 Stock Option Plan

     The documents containing the information specified in this
Item 1 of Part I with respect to the 2004 Stock Option Plan (the
"Plan") will be sent or given to participants who receive awards
under the Plan and, in accordance with Section 10(a) of the
Securities Act and Rules 424 and 428 promulgated under the
Securities Act and are not being filed with, or included in, this
Registration Statement.


Item   2.    Registrant  Information  and  Employee  Plan  Annual
             Information.

       We   shall  provide  Plan  participants,  consultants  and
attorneys, without charge upon their written or oral request  the
documents incorporated by reference herein in Item 3 of  Part  II
of  this Registration Statement.  We shall also provide the  Plan
participants,  consultants and attorneys,  without  charge,  upon
their  written or oral request, with all other documents required
to  be  delivered to them pursuant to Rule 428(b) under the  Act.
Any and all such requests shall be directed to us at our place of
business  as  reflected on the cover page  of  this  Registration
Statement.



                              3

<PAGE>

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  Registrant  incorporates by  reference  the  documents
listed below and any future filings the Registrant makes with the
SEC  under  Sections 13(a), 13(c), 14 or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

     (a)  Our Annual Report on Form 10-KSB filed on September 10, 2003
          for the year ended May 31, 2003.

     (b)  The Quarterly Report on Form 10-QSB filed on January 13,
          2004 for the quarter ended November 30, 2003, the Quarterly
          Report on Form 10-QSB filed on October 14, 2003 for the quarter
          ended August 31, 2003.

     (c)  A description of our common stock contained in our
          Prospectus dated August 28, 2000 contained in Amendment
          No. 1 to the Registration Statement on Form S-1.

     (d)  All documents subsequently filed by us pursuant to the
          Exchange Act prior to the filing of a post-effective
          amendment indicating that all such securities then
          unsold, shall be deemed to be incorporated by reference
          into this Registration Statement and to be part hereof
          from the date of filing such documents.

Item 4.   Description of Securities.

     We are registering up to 22,000,000 shares of our common
stock, par value of $0.001 per share. For a description of the
Common Stock, reference is made to the Prospectus dated August
28, 2000 contained in Amendment No. 1 to the Registration
Statement on Form S-1. (Registration No. 333-43058), which
description is incorporated herein by reference.

Item 5.   Interests of Named Experts and Counsel.

     The validity of the Common Stock registered hereby has been
passed upon by the law firm of Bondy & Schloss LLP.  Jeffrey A.
Rinde, Esq., on whose behalf we are registering herein 3,500,000
shares of Common Stock , is a partner in such law firm.

Item 6.   Indemnification of Officers and Directors.

     Our Articles of Incorporation as well as our By-Laws provide
for  the  indemnification of directors, officers,  employees  and
agents  of the corporation to the fullest extent provided by  the
Corporate Law of the State of Florida, as well as is described in



                              4

<PAGE>

the  Articles  of Incorporation and the By-Laws.  These  sections
generally  provide that the Company may indemnify any person  who
was or is a party to any threatened, pending or completed action,
suit  or  proceeding whether civil, criminal,  administrative  or
investigative except for an action by or in right of  corporation
by  reason  of  the  fact that he or she is or  was  a  director,
officer,  employee  or agent of the corporation.   Generally,  no
indemnification may be made where the person has been  determined
to be negligent or guilty of misconduct in the performance of his
or her duties to the Company.

Item 7.   Exemption from Registration Claimed.

     Not Applicable
























                              5

<PAGE>


Item 8.   Exhibits:

The   following   Exhibits  are  filed  with  this   registration
statement:

Exhibit Number      Item
--------------      ----

    4.1             2004 Stock Option Plan
    5.1             Opinion and Consent of Bondy and Schloss LLP
    23.1            Consent of S. W. Hatfield, CPA independent auditors
    23.2            Consent of Bondy and Schloss LLP (included in
                    Exhibit 5.1)
    99.1            Management Consulting and Advertising Agreement,
                    dated as of February 13, 2004 by and between Epicus
                    Communications Group, Inc. and Eastern Consulting
                    Corp., together with Addendum 1 thereto
    99.2            Consulting Agreement, dated as of February 18, 2004,
                    by and between Epicus Communications  Group, Inc.
                    and Manny Shulman
    99.3            Retainer letter, dated as of February 25, 2004 with
                    Bondy & Schloss LLP

Item 9.   Undertakings:

     We hereby undertake:

     (a)  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)  To file, during any period in which offers or sales are
          being made, a post-
effective amendment to this Registration Statement.

     (c)  That for the purpose of determining any liability under the
          Securities Act of
1933,  as  amended, 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.

     (d)    We  hereby  undertake  that,  for  the  purposes   of
determining  any liability under the Securities Act of  1933,  as
amended,  each  filing of our 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.



                              6

<PAGE>


     (e)  Insofar  as  indemnification  for  liabilities  arising
under the  Securities  Act Of 1933,  as amended, may be permitted
to  directors,  officers,  and  controlling   persons  of  Epicus
Communications   Group,   Inc.   pursuant   to  the     foregoing
provisions, or otherwise, the  we  have 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
against such liabilities (other than  payment by  us  of expenses
paid or incurred by a director,  officer or controlling person of
us 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, we 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.





















                              7

<PAGE>

                         SIGNATURE PAGE

      Pursuant to the requirements of the Securities Act of 1933,
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  have duly  caused  this  Registration
Statement  to  be  signed  on  our  behalf  by  the  undersigned,
thereunto  duly authorized, in the City of West Palm  Beach,  the
state of Florida, on the 27th day of February, 2004.

                            EPICUS COMMUNICATIONS GROUP, INC.


                            By:__________________________________
                                Gerard Haryman, President, Chief
                                Executive Officer and Director


      Pursuant to the requirements of the Securities Act of 1933,
as  amended,  the Registration Statement has been signed  by  the
following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Name                     Title                                Date
----                     -----                                ----
<S>                      <C>                                  <C>


/s/ Gerard Haryman       President, Chief Executive Officer,  February 27, 2004
-----------------------  Acting Chief Financial Officer and
Gerard Haryman           Director



Thomas N. Donaldson      Vice President, Secretary and        February 27, 2004
-----------------------  Director
Thomas N. Donaldson



-----------------------  Director
Timothy Palmer

</TABLE>










                              8

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8-0204.txt", "secsgml_size_bytes": 16120}]
{"company-data": {"conformed-name": "EPICUS COMMUNICATIONS GROUP INC", "cik": "0000800401", "assigned-sic": "4813", "irs-number": "592564162", "state-of-incorporation": "FL", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113146", "film-number": "04635140"}, "business-address": {"street1": "1750 OSCEOLA DRIVE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33409", "phone": "561-688-0440"}, "mail-address": {"street1": "1750 OSCEOLA DRIVE", "city": "WEST PALM BEACH", "state": "FL", "zip": "33409"}, "former-company": [{"former-conformed-name": "PHOENIX INTERNATIONAL INDUSTRIES INC /FL/", "date-changed": "19980331"}, {"former-conformed-name": "TRIDENT ENVIRONMENTAL SYSTEMS INC", "date-changed": "19941109"}, {"former-conformed-name": "PROBAC INTERNATIONAL CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on February 27, 2004

                                                  Registration No. 333-______

            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

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

                     EPICUS COMMUNICATIONS GROUP, INC.
          ------------------------------------------------------
            (formerly, Phoenix International Industries, Inc.)
          ------------------------------------------------------
          (Exact name of Registrant as specified in its charter)

           FLORIDA                                      59-2564162
-------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

       1750 Osceola Drive
    West Palm Beach, Florida                               33409
----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

                           Consulting Agreements
                 Retainer Letter with Bondy & Schloss LLP
                          2004 Stock Option Plan
                         ------------------------
                         (Full name of the plans)

                            Thomas N. Donaldson
                            1750 Osceola Drive
                        West Palm Beach, Florida 33409
                   ---------------------------------------
                   (Name and address of agent for service)

                               (561) 688-0440
      -------------------------------------------------------------
      (Telephone number, including area code, of agent for service)

                                COPY TO:

                            Bondy & Schloss LLP
                       60 E. 42nd Street, 37th Floor
                         New York, New York 10165
CALCULATION OF REGISTRATION FEE
Title of                            Proposed           Proposed
Securities     Maximum Amount       Maximum            Amount of
  to be            to be            Offering           Aggregate       Registration
Registered      Registered       Price per Share     Offering Price        Fee
----------     --------------    ---------------     --------------    ------------
Common
Stock, par
value $.001     20,000,000(1)      $0.035(2)           $700,000          $  88.69

Common
Stock, par
value $.001      9,000,000(3)      $0.033(4)           $297,000          $  37.63

Common
Stock, par
value $.001      3,500,000(5)      $0.035(2)           $122,500          $  15.52

Common
Stock, par
value $.001     18,000,000(6)      $0.02(7)            $360,000          $  45.61
                                                                         --------
                                                                 Total:  $ 187.45
(1)   Registered herein are 20,000,000 shares of the Registrant's
Common Stock that may be issued pursuant to its 2004 Stock Option
Plan.  Also registered hereunder are such additional shares of
Common Stock, presently indeterminable, as may be necessary to
satisfy the anti-dilution provisions of the Plan to which this
Registration Statement relates in accordance with Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act").

(2)   Pursuant to Rule 457(h) under the Securities Act, the maximum
aggregate offering price (estimated solely for the purpose of
calculating the registration fee based upon the average of the
bid and asked price of the Registrant's Common Stock as of
February 25, 2004) is $0.035/share.

(3)   Registered herein are 9,000,000 shares of the Registrant's
Common Stock to be issued to Marc Sporn as compensation for
consulting services performed by Mr. Sporn under contract with
Eastern Consulting Corp.

(4)   Pursuant to Rule 457(c) under the Securities Act, the maximum
aggregate offering price (estimated solely for the purpose of
calculating the registration fee based upon the agreed value of
services preformed under the consulting agreement with Eastern
Consulting Corp.) is $0.033/share.

(5)   Registered herein are 3,500,000 shares of the Registrant's
Common Stock to be issued to Jeffrey A. Rinde as compensation for
legal services rendered by Mr. Rinde under a retainer agreement
with Bondy & Schloss LLP.

(6)   Registered herein are 18,000,000 shares of the Registrant's
Common Stock to be issued to Manny Shulman as compensation for
consulting services rendered by Mr. Shulman.

(7)   Pursuant to Rule 457(c) under the Securities Act, the maximum
aggregate offering price (estimated solely for the purpose of
calculating the registration fee based upon the exercise price of
the options) is $0.02/share.

                              2
PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

  (a)  Consulting Agreements and Retainer for Legal Services

     Epicus Communications Group, Inc. has previously entered
into agreements with third party consultants and attorneys for
the issuance of our common stock in exchange for services these
individuals provided.  In consideration for increasing the scope
of the continuing services rendered and to be rendered to the us
until such time as we generate sufficient cash flow from
operations, and in order to compensate our consultants and
attorneys, we prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.

     We have agreed to issue 30,500,000 shares of common stock
for corporate consulting and legal services being rendered to us.

     The documents containing the information specified in this
Item 1 of Part I with respect to the shares issued to consultants
and attorneys are being separately provided to the consultants
and attorneys as specified by Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act") and are
not being filed with, or included in, this Registration
Statement.

  (b)  2004 Stock Option Plan

     The documents containing the information specified in this
Item 1 of Part I with respect to the 2004 Stock Option Plan (the
"Plan") will be sent or given to participants who receive awards
under the Plan and, in accordance with Section 10(a) of the
Securities Act and Rules 424 and 428 promulgated under the
Securities Act and are not being filed with, or included in, this
Registration Statement.

Item   2.    Registrant  Information  and  Employee  Plan  Annual
             Information.

       We   shall  provide  Plan  participants,  consultants  and
attorneys, without charge upon their written or oral request  the
documents incorporated by reference herein in Item 3 of  Part  II
of  this Registration Statement.  We shall also provide the  Plan
participants,  consultants and attorneys,  without  charge,  upon
their  written or oral request, with all other documents required
to  be  delivered to them pursuant to Rule 428(b) under the  Act.
Any and all such requests shall be directed to us at our place of
business  as  reflected on the cover page  of  this  Registration
Statement.

                              3
PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  Registrant  incorporates by  reference  the  documents
listed below and any future filings the Registrant makes with the
SEC  under  Sections 13(a), 13(c), 14 or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

     (a)  Our Annual Report on Form 10-KSB filed on September 10, 2003
          for the year ended May 31, 2003.

     (b)  The Quarterly Report on Form 10-QSB filed on January 13,
          2004 for the quarter ended November 30, 2003, the Quarterly
          Report on Form 10-QSB filed on October 14, 2003 for the quarter
          ended August 31, 2003.

     (c)  A description of our common stock contained in our
          Prospectus dated August 28, 2000 contained in Amendment
          No. 1 to the Registration Statement on Form S-1.

     (d)  All documents subsequently filed by us pursuant to the
          Exchange Act prior to the filing of a post-effective
          amendment indicating that all such securities then
          unsold, shall be deemed to be incorporated by reference
          into this Registration Statement and to be part hereof
          from the date of filing such documents.

Item 4.   Description of Securities.

     We are registering up to 22,000,000 shares of our common
stock, par value of $0.001 per share. For a description of the
Common Stock, reference is made to the Prospectus dated August
28, 2000 contained in Amendment No. 1 to the Registration
Statement on Form S-1. (Registration No. 333-43058), which
description is incorporated herein by reference.

Item 5.   Interests of Named Experts and Counsel.

     The validity of the Common Stock registered hereby has been
passed upon by the law firm of Bondy & Schloss LLP.  Jeffrey A.
Rinde, Esq., on whose behalf we are registering herein 3,500,000
shares of Common Stock , is a partner in such law firm.

Item 6.   Indemnification of Officers and Directors.

     Our Articles of Incorporation as well as our By-Laws provide
for  the  indemnification of directors, officers,  employees  and
agents  of the corporation to the fullest extent provided by  the
Corporate Law of the State of Florida, as well as is described in

                              4
the  Articles  of Incorporation and the By-Laws.  These  sections
generally  provide that the Company may indemnify any person  who
was or is a party to any threatened, pending or completed action,
suit  or  proceeding whether civil, criminal,  administrative  or
investigative except for an action by or in right of  corporation
by  reason  of  the  fact that he or she is or  was  a  director,
officer,  employee  or agent of the corporation.   Generally,  no
indemnification may be made where the person has been  determined
to be negligent or guilty of misconduct in the performance of his
or her duties to the Company.

Item 7.   Exemption from Registration Claimed.

     Not Applicable

                              5
Item 8.   Exhibits:

The   following   Exhibits  are  filed  with  this   registration
statement:

Exhibit Number      Item
--------------      ----

    4.1             2004 Stock Option Plan
    5.1             Opinion and Consent of Bondy and Schloss LLP
    23.1            Consent of S. W. Hatfield, CPA independent auditors
    23.2            Consent of Bondy and Schloss LLP (included in
                    Exhibit 5.1)
    99.1            Management Consulting and Advertising Agreement,
                    dated as of February 13, 2004 by and between Epicus
                    Communications Group, Inc. and Eastern Consulting
                    Corp., together with Addendum 1 thereto
    99.2            Consulting Agreement, dated as of February 18, 2004,
                    by and between Epicus Communications  Group, Inc.
                    and Manny Shulman
    99.3            Retainer letter, dated as of February 25, 2004 with
                    Bondy & Schloss LLP

Item 9.   Undertakings:

     We hereby undertake:

     (a)  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)  To file, during any period in which offers or sales are
          being made, a post-
effective amendment to this Registration Statement.

     (c)  That for the purpose of determining any liability under the
          Securities Act of
1933,  as  amended, 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.

     (d)    We  hereby  undertake  that,  for  the  purposes   of
determining  any liability under the Securities Act of  1933,  as
amended,  each  filing of our 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.

                              6
(e)  Insofar  as  indemnification  for  liabilities  arising
under the  Securities  Act Of 1933,  as amended, may be permitted
to  directors,  officers,  and  controlling   persons  of  Epicus
Communications   Group,   Inc.   pursuant   to  the     foregoing
provisions, or otherwise, the  we  have 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
against such liabilities (other than  payment by  us  of expenses
paid or incurred by a director,  officer or controlling person of
us 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, we 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.

                              7
SIGNATURE PAGE

      Pursuant to the requirements of the Securities Act of 1933,
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  have duly  caused  this  Registration
Statement  to  be  signed  on  our  behalf  by  the  undersigned,
thereunto  duly authorized, in the City of West Palm  Beach,  the
state of Florida, on the 27th day of February, 2004.

                            EPICUS COMMUNICATIONS GROUP, INC.

                            By:__________________________________
                                Gerard Haryman, President, Chief
                                Executive Officer and Director

      Pursuant to the requirements of the Securities Act of 1933,
as  amended,  the Registration Statement has been signed  by  the
following persons in the capacities and on the date indicated.
Name                     Title                                Date
----                     -----                                ----
/s/ Gerard Haryman       President, Chief Executive Officer,  February 27, 2004
-----------------------  Acting Chief Financial Officer and
Gerard Haryman           Director

Thomas N. Donaldson      Vice President, Secretary and        February 27, 2004
-----------------------  Director
Thomas N. Donaldson

-----------------------  Director
Timothy Palmer
8