SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           Chattown.com Network, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                       58-2027283
          --------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                  268 West 400 South, Salt Lake City, UT 84101
                  --------------------------------------------
                    (Address of principal executive offices)

              2000 Stock Benefit Plan of Chattown.com Network, Inc.

                            (Full title of the plan)


                     Prentice-Hall Corporation System, Inc.
                  1013 Centre Road, Wilmington, Delaware 19801
 -------------------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (801)575-8073
                                                -------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
========================= ==================   ================================= ============================== ====================
   Title of Securities         Amounts to              Proposed Maximum                 Proposed Maximum            Amount of
     to be Registered        be Registered         Offering Price Per Share(1)       Aggregate Offering Price     Registration Fee
<S>                       <C>                 <C>                               <C>                             <C>

     Common Stock,              750,000                     $1.125                          $843,750                 $222.75
    $0.001 par value
========================== ==================  ================================= ============================== ====================
</TABLE>

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

(1)Bona  Fide  estimate of maximum  offering  price solely for  calculating  the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the registrant's common stock as of March 31,
2000 a date  within  five  business  days  prior to the date of  filing  of this
registration  statement.  Pursuant to Rule 416(c)  under the  Securities  Act of
1933,  this  Registration  Statement  also  covers  an  indeterminate  amount of
interests to be offered or sold pursuant to the Plan described herein.


<PAGE>




              2000 Stock Benefit Plan of Chattown.com Network, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference  between  items  of Part I of Form  S-8  and the  Section  10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The  following  documents  filed by  Chattown.com  Network,  Inc.  , a  Delaware
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1999 filed with the Securities and Exchange  Commission on
         April 3, 2000.

         2. All reports  filed by the Company  with the  Commission  pursuant to
         Section  13(a) or 15(d) of the  Exchange  Act of 1934,  as amended (the
         "Exchange  Act"),  since the end of the fiscal year ended  December 31,
         1999.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
         contained in the Company's  Form 8-A  Registration  Statement  filed on
         April 11, 1997,  under the Securities  Act,  including any amendment or
         report filed for the purpose of updating such description.

Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The common stock of the Company being registered  pursuant to this  Registration
Statement is part of a class of  securities  registered  under Section 12 of the
Exchange  Act. A  description  of such  securities is contained in the Company's
Form 8-A Registration  Statement filed with the Commission on April 11, 1997 and
any amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

                                        1


<PAGE>




Item 5. Interests of Named Experts and Counsel

No expert is named as preparing or  certifying  all or part of the  registration
statement to which this prospectus pertains,  and no counsel for the Company who
is named in this  prospectus  as having  given an opinion on the validity of the
securities  being offered hereby was hired on a contingent basis or has or is to
receive,  in connection with this offering,  a substantial  interest,  direct or
indirect, in the Company.

Item 6. Indemnification of Directors and Officers

The Company  intends to indemnify  its officers and directors to the full extent
permitted by Delaware law.  Section Eight of Article VII of the Company's Bylaws
provides that:

     "No  person  shall  be  personally   liable  to  the   corporation  or  its
     stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
     director;  provided,  however,  that the  foregoing  shall not eliminate or
     limit the liability of a director (i) for any breach of the director's duty
     of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
     omissions  not in good faith or which involve  intentional  misconduct or a
     knowing  violation of law, (iii) under Section 174 of the Delaware  General
     Corporation  Law,  or (iv) for any  transaction  from  which  the  director
     derived any improper personal benefit.  If the Delaware General Corporation
     Law is amended hereafter to authorize  corporate action further eliminating
     or limiting the personal  liability of  directors,  then the liability of a
     director of the  corporation  shall be eliminated or limited to the fullest
     extent  permitted by the Delaware  General  Corporation Law, as so amended.
     Any  amendment,  repeal  or  modification  of this  Article  VII  shall not
     adversely  affect any right or protection of a director of the  Corporation
     existing  hereunder with respect to any act or omission  occurring prior to
     such amendment,  repeal or modification.  For purposes of this Article VII,
     "fiduciary  duty as a  director"  also shall  include  any  fiduciary  duty
     arising  out of serving  at the  Corporation's  request  as a  director  of
     another corporation,  partnership, limited liability company, joint venture
     or other  enterprise,  and "personal  liability of the  Corporation  or its
     stockholders"  also shall include any liability to such other  corporation,
     partnership,  limited  liability  company,  joint  venture,  trust or other
     enterprise,  and any  liability  of the  Corporation  in its  capacity as a
     security holder, joint venturer, partner, beneficiary, creditor or investor
     of or  in  any  such  other  corporation,  partnership,  limited  liability
     company, joint venture, trust or other enterprise."

Under  Delaware  law, a  corporation  may  indemnify its agents for expenses and
amounts  paid in third party  actions  and,  upon court  approval in  derivative
actions,  if the agents acted in good faith and with reasonable care. A majority
vote of the Board of Directors, approval of the stockholder or court approval is
required  to   effectuate   indemnification.   The   foregoing   discussion   of
indemnification merely summarizes certain aspects of indemnification  provisions
under Delaware law and is limited by reference to the  applicable  section(s) of
the Delaware General Corporation Law and Article VII of the Company's Bylaws and
the Company's Articles of Incorporation, or any amendments thereto.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended, may be permitted to officers, directors or persons controlling
the Company, the Company has been advised that, in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed  in such Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses incurred or paid by an officer,  director or controlling
person

                                        2


<PAGE>



of the Company in the successful  defense of any action,  suit or proceeding) is
asserted by such officer,  director or controlling person in connection with the
securities  being  registered,  the Company  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 such Act and will be governed by the final
adjudication of such issue.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  re-offered  or resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 8.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

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

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as 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 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 this
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
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.

                                        3


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, Utah on April 5, 2000.

                                 Chattown.com Network, Inc.


                                 By:  /s/ Richard Surber
                                    -----------------------------------------
                                    Richard Surber, as President and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints  Richard D. Surber with power of  substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

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.

Signature                          Title                       Date
--------                           -----                       ----

/s/  Richard Surber
---------------------------        President and Director      April 5, 2000
Richard Surber


/s/  BonnieJean C. Tippetts
---------------------------        Director                    April 5, 2000
BonnieJean C. Tippetts


/s/  Wayne Newton
---------------------------        Controller                  April 5, 2000
Wayne Newton






                                        4


<PAGE>








                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    EXHIBITS
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933


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

                           Chattown.com Network, Inc.

                            (A Delaware corporation)

                                        5


<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

                                                                                    Sequentially
Exhibits   SEC Ref. No.                Description of Exhibit                       Numbered Pages
--------   ------------                ----------------------                       --------------
<S>       <C>               <C>                                                   <C>

A               4            2000 Stock Benefit Plan of the Company,                           7
                             dated April 3, 2000.

B               5            Opinion and consent of Counsel with respect to                    11
                             the legality of the issuance of securities being
                             issued.

C               24           Consent of Tanner +Co., Independent Certified                     14
                             Public Accountants, dated April 4, 2000.

D               24           Consent of Ernst & Young LLP, Independent                         15
                             Auditors, dated March 30, 2000.
</TABLE>

                                        6


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17828}]
{"company-data": {"conformed-name": "CHATTOWN COM NETWORK INC", "cik": "0001029802", "assigned-sic": "2834", "irs-number": "582027283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34322", "film-number": "596270"}, "business-address": {"street1": "C/O RICHARD SURBER PRESIDENT", "street2": "268 WEST 400 SOUTH SUITE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "former-company": {"former-conformed-name": "VAXCEL INC", "date-changed": "19961230"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           Chattown.com Network, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                       58-2027283
          --------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  268 West 400 South, Salt Lake City, UT 84101
                  --------------------------------------------
                    (Address of principal executive offices)

              2000 Stock Benefit Plan of Chattown.com Network, Inc.

                            (Full title of the plan)

                     Prentice-Hall Corporation System, Inc.
                  1013 Centre Road, Wilmington, Delaware 19801
 -------------------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (801)575-8073
                                                -------------
CALCULATION OF REGISTRATION FEE
========================= ==================   ================================= ============================== ====================
   Title of Securities         Amounts to              Proposed Maximum                 Proposed Maximum            Amount of
     to be Registered        be Registered         Offering Price Per Share(1)       Aggregate Offering Price     Registration Fee
Common Stock,              750,000                     $1.125                          $843,750                 $222.75
    $0.001 par value
========================== ==================  ================================= ============================== ====================
------------------------

(1)Bona  Fide  estimate of maximum  offering  price solely for  calculating  the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the registrant's common stock as of March 31,
2000 a date  within  five  business  days  prior to the date of  filing  of this
registration  statement.  Pursuant to Rule 416(c)  under the  Securities  Act of
1933,  this  Registration  Statement  also  covers  an  indeterminate  amount of
interests to be offered or sold pursuant to the Plan described herein.
2000 Stock Benefit Plan of Chattown.com Network, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference  between  items  of Part I of Form  S-8  and the  Section  10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The  following  documents  filed by  Chattown.com  Network,  Inc.  , a  Delaware
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1999 filed with the Securities and Exchange  Commission on
         April 3, 2000.

         2. All reports  filed by the Company  with the  Commission  pursuant to
         Section  13(a) or 15(d) of the  Exchange  Act of 1934,  as amended (the
         "Exchange  Act"),  since the end of the fiscal year ended  December 31,
         1999.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
         contained in the Company's  Form 8-A  Registration  Statement  filed on
         April 11, 1997,  under the Securities  Act,  including any amendment or
         report filed for the purpose of updating such description.

Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The common stock of the Company being registered  pursuant to this  Registration
Statement is part of a class of  securities  registered  under Section 12 of the
Exchange  Act. A  description  of such  securities is contained in the Company's
Form 8-A Registration  Statement filed with the Commission on April 11, 1997 and
any amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

                                        1
Item 5. Interests of Named Experts and Counsel

No expert is named as preparing or  certifying  all or part of the  registration
statement to which this prospectus pertains,  and no counsel for the Company who
is named in this  prospectus  as having  given an opinion on the validity of the
securities  being offered hereby was hired on a contingent basis or has or is to
receive,  in connection with this offering,  a substantial  interest,  direct or
indirect, in the Company.

Item 6. Indemnification of Directors and Officers

The Company  intends to indemnify  its officers and directors to the full extent
permitted by Delaware law.  Section Eight of Article VII of the Company's Bylaws
provides that:

     "No  person  shall  be  personally   liable  to  the   corporation  or  its
     stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
     director;  provided,  however,  that the  foregoing  shall not eliminate or
     limit the liability of a director (i) for any breach of the director's duty
     of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
     omissions  not in good faith or which involve  intentional  misconduct or a
     knowing  violation of law, (iii) under Section 174 of the Delaware  General
     Corporation  Law,  or (iv) for any  transaction  from  which  the  director
     derived any improper personal benefit.  If the Delaware General Corporation
     Law is amended hereafter to authorize  corporate action further eliminating
     or limiting the personal  liability of  directors,  then the liability of a
     director of the  corporation  shall be eliminated or limited to the fullest
     extent  permitted by the Delaware  General  Corporation Law, as so amended.
     Any  amendment,  repeal  or  modification  of this  Article  VII  shall not
     adversely  affect any right or protection of a director of the  Corporation
     existing  hereunder with respect to any act or omission  occurring prior to
     such amendment,  repeal or modification.  For purposes of this Article VII,
     "fiduciary  duty as a  director"  also shall  include  any  fiduciary  duty
     arising  out of serving  at the  Corporation's  request  as a  director  of
     another corporation,  partnership, limited liability company, joint venture
     or other  enterprise,  and "personal  liability of the  Corporation  or its
     stockholders"  also shall include any liability to such other  corporation,
     partnership,  limited  liability  company,  joint  venture,  trust or other
     enterprise,  and any  liability  of the  Corporation  in its  capacity as a
     security holder, joint venturer, partner, beneficiary, creditor or investor
     of or  in  any  such  other  corporation,  partnership,  limited  liability
     company, joint venture, trust or other enterprise."

Under  Delaware  law, a  corporation  may  indemnify its agents for expenses and
amounts  paid in third party  actions  and,  upon court  approval in  derivative
actions,  if the agents acted in good faith and with reasonable care. A majority
vote of the Board of Directors, approval of the stockholder or court approval is
required  to   effectuate   indemnification.   The   foregoing   discussion   of
indemnification merely summarizes certain aspects of indemnification  provisions
under Delaware law and is limited by reference to the  applicable  section(s) of
the Delaware General Corporation Law and Article VII of the Company's Bylaws and
the Company's Articles of Incorporation, or any amendments thereto.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended, may be permitted to officers, directors or persons controlling
the Company, the Company has been advised that, in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed  in such Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses incurred or paid by an officer,  director or controlling
person

                                        2
of the Company in the successful  defense of any action,  suit or proceeding) is
asserted by such officer,  director or controlling person in connection with the
securities  being  registered,  the Company  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 such Act and will be governed by the final
adjudication of such issue.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  re-offered  or resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 8.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

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

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as 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 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 this
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
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.

                                        3
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, Utah on April 5, 2000.

                                 Chattown.com Network, Inc.

                                 By:  /s/ Richard Surber
                                    -----------------------------------------
                                    Richard Surber, as President and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints  Richard D. Surber with power of  substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

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.

Signature                          Title                       Date
--------                           -----                       ----

/s/  Richard Surber
---------------------------        President and Director      April 5, 2000
Richard Surber

/s/  BonnieJean C. Tippetts
---------------------------        Director                    April 5, 2000
BonnieJean C. Tippetts

/s/  Wayne Newton
---------------------------        Controller                  April 5, 2000
Wayne Newton

                                        4
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           Chattown.com Network, Inc.

                            (A Delaware corporation)

                                        5
INDEX TO EXHIBITS
Sequentially
Exhibits   SEC Ref. No.                Description of Exhibit                       Numbered Pages
--------   ------------                ----------------------                       --------------
A               4            2000 Stock Benefit Plan of the Company,                           7
                             dated April 3, 2000.

B               5            Opinion and consent of Counsel with respect to                    11
                             the legality of the issuance of securities being
                             issued.

C               24           Consent of Tanner +Co., Independent Certified                     14
                             Public Accountants, dated April 4, 2000.

D               24           Consent of Ernst & Young LLP, Independent                         15
                             Auditors, dated March 30, 2000.
6