As filed with the Securities and Exchange                     Page 1 of __ pages
Commission on August ___, 2001                                     Reg. No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          CATEGORY 5 TECHNOLOGIES, INC.
              (Exact name of registration as specified in charter)

      Nevada                                          88-036779-2
(State of incorporation)                 (I.R.S. Employer Identification Number)

                     4505 South Wasatch Boulevard, Suite 370
                           Salt Lake City, Utah 84117
                                 (801) 424-2999
                    (Address of principal Executive Offices)

             Category 5 Technologies, Inc. Long Term Incentive Plan
               Category 5 Technologies, Inc. Director Option Plan
                           Director Option Agreements
                            (Full title of the Plan)

                               Mitchell L. Edwards
                          Category 5 Technologies, Inc.
                     4505 South Wasatch Boulevard, Suite 370
                           Salt Lake City, Utah 84124
                                 (801) 424-2999
            (Name, address and telephone number, including area code,
                              of agent for service)

IF ANY OF THE  SECURITIES  BEING  REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS  BASIS  PURSUANT TO RULE 415 UNDER THE  SECURITIES  ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

         Title of               Proposed               Proposed
        Securities               Amount                 Maximum                 Maximum               Amount Of
          To Be                   To Be              Offering Price            Aggregate            Registration
        Registered             Registered(1)           Per Share(2)          Offering Price               Fee
        __________             __________              __________             __________             __________

      <S>                       <C>                      <C>                       <C>                    <C>
      Common Stock              4,600,000                $0.04                     $184,000              $
      $.001 par value
========================= ====================== ======================= ====================== ======================
</TABLE>

--------------------

(1) This Registration Statement shall also cover any additional shares of Common
Stock  which  become  issuable  under the Stock Plan as amended by reason of any
stock  dividend,  stock split,  recapitalization  or other  similar  transaction
effected  without the receipt of  consideration  which results in an increase in
the number of the Company's outstanding shares of Common Stock.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee,  pursuant to Rule 457(h) of the  Securities  Act of 1933,  as
amended
<PAGE>


                          Category 5 Technologies, Inc.
                       Form S-8 Registration Statement For
             Category 5 Technologies, Inc. Long Term Incentive Plan
               Category 5 Technologies, Inc. Director Option Plan
                           Director Option Agreements

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         This  Registration  Statement is filed with the Securities and Exchange
Commission (the  "Commission")  for the purpose of registering  shares of common
stock,  $.001 par value ("Common  Stock") of Category 5 Technologies,  Inc. (the
"Company")  in  connection  with the  Category 5  Technologies,  Inc.  Long Term
Incentive  Plan,  the Category 5  Technologies,  Inc.  Director  Option Plan and
Director Option Plan Agreements (collectively, the "Plan").

         The documents  containing the information  specified in Part I, Items 1
and 2,  will be  delivered  to  participants  in  accordance  with  Form S-8 and
Securities Act Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         Category 5  Technologies,  Inc.  (the  "Company"  or the  "Registrant")
hereby  incorporates by reference in this  Registration  Statement the following
Documents:

              (a) The  Company's  annual  report on Form 10-KSB,  for the fiscal
         year  ended  June 30,  2000,  filed with the  Securities  and  Exchange
         Commission ("SEC") on October 13, 2000.

              (b) The  Company's  quarterly  report on Form 10-Q for the  fiscal
         quarter ended March 31, 2001, filed with the SEC on May 21, 2001.

              (c) The  Company's  8-K/A  Report filed with the SEC on August 15,
         2001.

              (d) The Company's 14C Definitive  Proxy  Statement  filed with the
         SEC on July 19, 2001.

              (e) The description of the Company's  Common Stock included in the
         Company's  Registration Statement on Form 10-SB/A filed with the SEC on
         June 4, 1999.

              (f) All documents  subsequently  filed by the Company  pursuant to
         Section 13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of
         1934,  (the "Exchange  Act"),  prior to the filing of a  post-effective
         amendment to this  Registration  Statements which indicates that all of
         the  securities  offered  have been sold or which in this  Registration



                                       2
<PAGE>


         Statement  deregisters all securities then remaining  unsold,  shall be
         deemed to be incorporated by reference 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  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 is registered under Section 12 of
         the Exchange Act.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Officers and Directors
         -----------------------------------------

         Nevada law  authorizes a court to award,  or a  corporation's  board of
directors to grant,  indemnity to directors  and officers on terms  sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933.  The Bylaws of the Company  require it to indemnify  its  directors and
officers,   including   circumstances  in  which  indemnification  is  otherwise
discretionary under Nevada law. The Bylaws may require the Company,  among other
things, to indemnify its directors and officers against certain liabilities that
may arise by reason of their status or service as  directors or officers  (other
than  liabilities  arising from willful  misconduct  of a culpable  nature),  to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified,  and to obtain director and officer  insurance,
if  available on  reasonable  terms.  The  Company's  Articles of  Incorporation
provide for  indemnification of its directors and officers to the maximum extent
permitted  by Nevada  law,  and its Bylaws  provide for  indemnification  of its
directors, officers, employees and other agents as permitted by Nevada law.

Item 7.  Exemption from Registration
         ---------------------------

         Not Applicable.

Item 8.  Exhibits
         --------

         Exhibit Index located at Page 8


                                       3
<PAGE>

Item 9.  Undertakings
         ------------

         A.  The undersigned Registrant hereby undertakes:

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

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

                   (ii) To reflect in the prospectus any facts or events arising
              after the  effective  date of the  registration  statement (or the
              most recent post-effective amendment thereof) which,  individually
              or in  the  aggregate,  represent  a  fundamental  change  in  the
              information set forth in the registration statement;

                   (iii) To include any material information with respect to the
              plan of distribution not previously  disclosed in the registration
              statement  or any  material  change  to  such  information  in the
              registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the registration statement is on Form S-3, Form S-8 or Form F-3 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  with or
         furnished to the Commission by the registrant pursuant to section 13 or
         section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

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

              (3) To  remove  from  registration  by means  of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities 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 is against public policy as expressed in the Act

                                       4
<PAGE>

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 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, 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 County of Salt Lake, State of Utah, on August ___, 2001.

                                           CATEGORY 5 TECHNOLOGIES, INC.


                                           By:__________________________________
                                              Mitchell L. Edwards
                                              President, Chief Financial Officer

         KNOW BY ALL MEN  THESE  PRESENTS,  that the  persons  whose  signatures
appear below  constitute  and appoint  William C. Gibbs and Mitchell L. Edwards,
and each of them,  as true and lawful  attorneys-in-fact  and  agents  with full
power of substitution and  resubstition,  for him or her and in his or her name,
place and stead,  in any and all  capacities  to sign the Form S-8  Registration
Statement  pertaining to the Category 5  Technologies,  Inc. Long Term Incentive
Plan,  Director  Option  Plan  and  Director  Option  Agreements  and any or all
amendments (including  post-effective  amendments) to said Form S-8 Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the SEC, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement and any amendments to Registration Statement have been signed below by
the following  persons in the capacities and on the dates  indicated.  Moreover,
the  undersigned  hereby also  certify that to the best of their  knowledge  and
belief the Registrant meets all of the requirements for filing on Form S-8.

Signature                        Title                               Date


_________________________
William C. Gibbs            Chairman and
                            Chief Executive Officer             August ___, 2001


_________________________
Mitchell L. Edwards         Director, President and Chief       August ___, 2001
                            Financial Officer

                                       6
<PAGE>


_________________________
Paul Anderson               Director                            August ___, 2001


_________________________
Brad Crawford               Director                            August ___, 2001


_________________________
Edward P. Mooney            Director                            August ___, 2001


                                       7
<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

     5.1             Opinion of Branden T. Burningham

     23.1            Consent of Branden T.  Burningham  (included in the opinion
                     filed as Exhibit 5.1)

     23.2            Consent of David T. Thompson P.C.

     24.1            Power of Attorney (included on signature page)

     99.1            Category 5 Technologies, Inc. Long Term Incentive Plan

     99.2            Category 5 Technologies, Inc. Director Option Plan

     99.3            Director Option Agreements


                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "cat5s8.txt", "secsgml_size_bytes": 17038}]
{"company-data": {"conformed-name": "CATEGORY 5 TECHNOLOGIES INC", "cik": "0001034777", "assigned-sic": "8742", "irs-number": "880367792", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68226", "film-number": "1722045"}, "business-address": {"street1": "4505 S SASATCH BLVD", "street2": "STE 370", "city": "SALT LAKE CITY", "state": "UT", "zip": "84124", "phone": "8014242999"}, "mail-address": {"street1": "4505 S SASATCH BLVD", "street2": "SUITE B", "city": "SALT LAKE CITY", "state": "UT", "zip": "84124"}, "former-company": {"former-conformed-name": "NETWORK INVESTOR COMMUNICATIONS INC", "date-changed": "19990225"}}
As filed with the Securities and Exchange                     Page 1 of __ pages
Commission on August ___, 2001                                     Reg. No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          CATEGORY 5 TECHNOLOGIES, INC.
              (Exact name of registration as specified in charter)

      Nevada                                          88-036779-2
(State of incorporation)                 (I.R.S. Employer Identification Number)

                     4505 South Wasatch Boulevard, Suite 370
                           Salt Lake City, Utah 84117
                                 (801) 424-2999
                    (Address of principal Executive Offices)

             Category 5 Technologies, Inc. Long Term Incentive Plan
               Category 5 Technologies, Inc. Director Option Plan
                           Director Option Agreements
                            (Full title of the Plan)

                               Mitchell L. Edwards
                          Category 5 Technologies, Inc.
                     4505 South Wasatch Boulevard, Suite 370
                           Salt Lake City, Utah 84124
                                 (801) 424-2999
            (Name, address and telephone number, including area code,
                              of agent for service)

IF ANY OF THE  SECURITIES  BEING  REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS  BASIS  PURSUANT TO RULE 415 UNDER THE  SECURITIES  ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]

                         CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ======================

         Title of               Proposed               Proposed
        Securities               Amount                 Maximum                 Maximum               Amount Of
          To Be                   To Be              Offering Price            Aggregate            Registration
        Registered             Registered(1)           Per Share(2)          Offering Price               Fee
        __________             __________              __________             __________             __________
Common Stock              4,600,000                $0.04                     $184,000              $
      $.001 par value
========================= ====================== ======================= ====================== ======================
--------------------

(1) This Registration Statement shall also cover any additional shares of Common
Stock  which  become  issuable  under the Stock Plan as amended by reason of any
stock  dividend,  stock split,  recapitalization  or other  similar  transaction
effected  without the receipt of  consideration  which results in an increase in
the number of the Company's outstanding shares of Common Stock.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee,  pursuant to Rule 457(h) of the  Securities  Act of 1933,  as
amended
Category 5 Technologies, Inc.
                       Form S-8 Registration Statement For
             Category 5 Technologies, Inc. Long Term Incentive Plan
               Category 5 Technologies, Inc. Director Option Plan
                           Director Option Agreements

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         This  Registration  Statement is filed with the Securities and Exchange
Commission (the  "Commission")  for the purpose of registering  shares of common
stock,  $.001 par value ("Common  Stock") of Category 5 Technologies,  Inc. (the
"Company")  in  connection  with the  Category 5  Technologies,  Inc.  Long Term
Incentive  Plan,  the Category 5  Technologies,  Inc.  Director  Option Plan and
Director Option Plan Agreements (collectively, the "Plan").

         The documents  containing the information  specified in Part I, Items 1
and 2,  will be  delivered  to  participants  in  accordance  with  Form S-8 and
Securities Act Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         Category 5  Technologies,  Inc.  (the  "Company"  or the  "Registrant")
hereby  incorporates by reference in this  Registration  Statement the following
Documents:

              (a) The  Company's  annual  report on Form 10-KSB,  for the fiscal
         year  ended  June 30,  2000,  filed with the  Securities  and  Exchange
         Commission ("SEC") on October 13, 2000.

              (b) The  Company's  quarterly  report on Form 10-Q for the  fiscal
         quarter ended March 31, 2001, filed with the SEC on May 21, 2001.

              (c) The  Company's  8-K/A  Report filed with the SEC on August 15,
         2001.

              (d) The Company's 14C Definitive  Proxy  Statement  filed with the
         SEC on July 19, 2001.

              (e) The description of the Company's  Common Stock included in the
         Company's  Registration Statement on Form 10-SB/A filed with the SEC on
         June 4, 1999.

              (f) All documents  subsequently  filed by the Company  pursuant to
         Section 13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of
         1934,  (the "Exchange  Act"),  prior to the filing of a  post-effective
         amendment to this  Registration  Statements which indicates that all of
         the  securities  offered  have been sold or which in this  Registration

                                       2
Statement  deregisters all securities then remaining  unsold,  shall be
         deemed to be incorporated by reference 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  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 is registered under Section 12 of
         the Exchange Act.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Officers and Directors
         -----------------------------------------

         Nevada law  authorizes a court to award,  or a  corporation's  board of
directors to grant,  indemnity to directors  and officers on terms  sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933.  The Bylaws of the Company  require it to indemnify  its  directors and
officers,   including   circumstances  in  which  indemnification  is  otherwise
discretionary under Nevada law. The Bylaws may require the Company,  among other
things, to indemnify its directors and officers against certain liabilities that
may arise by reason of their status or service as  directors or officers  (other
than  liabilities  arising from willful  misconduct  of a culpable  nature),  to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified,  and to obtain director and officer  insurance,
if  available on  reasonable  terms.  The  Company's  Articles of  Incorporation
provide for  indemnification of its directors and officers to the maximum extent
permitted  by Nevada  law,  and its Bylaws  provide for  indemnification  of its
directors, officers, employees and other agents as permitted by Nevada law.

Item 7.  Exemption from Registration
         ---------------------------

         Not Applicable.

Item 8.  Exhibits
         --------

         Exhibit Index located at Page 8

                                       3
Item 9.  Undertakings
         ------------

         A.  The undersigned Registrant hereby undertakes:

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

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

                   (ii) To reflect in the prospectus any facts or events arising
              after the  effective  date of the  registration  statement (or the
              most recent post-effective amendment thereof) which,  individually
              or in  the  aggregate,  represent  a  fundamental  change  in  the
              information set forth in the registration statement;

                   (iii) To include any material information with respect to the
              plan of distribution not previously  disclosed in the registration
              statement  or any  material  change  to  such  information  in the
              registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the registration statement is on Form S-3, Form S-8 or Form F-3 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  with or
         furnished to the Commission by the registrant pursuant to section 13 or
         section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

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

              (3) To  remove  from  registration  by means  of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities 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 is against public policy as expressed in the Act

                                       4
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 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, 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 County of Salt Lake, State of Utah, on August ___, 2001.

                                           CATEGORY 5 TECHNOLOGIES, INC.

                                           By:__________________________________
                                              Mitchell L. Edwards
                                              President, Chief Financial Officer

         KNOW BY ALL MEN  THESE  PRESENTS,  that the  persons  whose  signatures
appear below  constitute  and appoint  William C. Gibbs and Mitchell L. Edwards,
and each of them,  as true and lawful  attorneys-in-fact  and  agents  with full
power of substitution and  resubstition,  for him or her and in his or her name,
place and stead,  in any and all  capacities  to sign the Form S-8  Registration
Statement  pertaining to the Category 5  Technologies,  Inc. Long Term Incentive
Plan,  Director  Option  Plan  and  Director  Option  Agreements  and any or all
amendments (including  post-effective  amendments) to said Form S-8 Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the SEC, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement and any amendments to Registration Statement have been signed below by
the following  persons in the capacities and on the dates  indicated.  Moreover,
the  undersigned  hereby also  certify that to the best of their  knowledge  and
belief the Registrant meets all of the requirements for filing on Form S-8.

Signature                        Title                               Date

_________________________
William C. Gibbs            Chairman and
                            Chief Executive Officer             August ___, 2001

_________________________
Mitchell L. Edwards         Director, President and Chief       August ___, 2001
                            Financial Officer

                                       6
_________________________
Paul Anderson               Director                            August ___, 2001

_________________________
Brad Crawford               Director                            August ___, 2001

_________________________
Edward P. Mooney            Director                            August ___, 2001

                                       7
INDEX TO EXHIBITS

EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

     5.1             Opinion of Branden T. Burningham

     23.1            Consent of Branden T.  Burningham  (included in the opinion
                     filed as Exhibit 5.1)

     23.2            Consent of David T. Thompson P.C.

     24.1            Power of Attorney (included on signature page)

     99.1            Category 5 Technologies, Inc. Long Term Incentive Plan

     99.2            Category 5 Technologies, Inc. Director Option Plan

     99.3            Director Option Agreements

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