<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                           RRUN VENTURES NETWORK, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                                    98-0204736
        ------                                    ----------
 (State of Incorporation)                         (I.R.S. Employer
                                                   Identification No.)

    62 W. 8th Avenue, 4th Floor,, Vancouver, British Columbia, Canada V5Y 1M7
    -------------------------------------------------------------------------
                            Telephone: (604) 682-6541
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

          AGREEMENT BETWEEN RRUN VENTURES NETWORK, INC. & NEAL STAUFFER
          -------------------------------------------------------------
                             (Full Title of the Plan)

          Cane  &  Company,  LLC, 2300 W. Sahara Ave., Ste. 500, Box 18,
          --------------------------------------------------------------
                          Las  Vegas,  Nevada  89102
                          --------------------------
                          Telephone : (702) 312-6255
                          --------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE


-------------------------------------------------------------------------------
                                    Proposed      Proposed
                                    Maximum       Maximum
   Title of                         Offering      Aggregate       Amount of
Securities to be   Amount to be     Price Per     Offering        Registration
 Registered        Registered       Share (1)     Price (1)       Fee
-------------------------------------------------------------------------------
Common Stock       500,000 Shares   $0.34         $170,000        $ 15.64
$0.001 par value
-------------------------------------------------------------------------------

(1)  The  Proposed Maximum Offering Price Per Share and Aggregate Offering Price
are  based  upon  the  last sales price of the Common Stock of the Registrant at
March  14, 2002 in accordance with Rule 457(h) of the Securities Act of 1933, as
amended.  These amounts are calculated solely for the purpose of calculating the
registration  fee  pursuant  to  Rule 457(h)(l) under Securities Act of 1933, as
amended.
                                ________________
                           Copies to: Michael A. Cane
                                  Cane & Company
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255

<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


Item  1.     Plan  Information.*

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

*     Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities  Act  of  1933,  and  Note  to  Part  I  of  Form  S-8.

                                     PART II

Item  3.     Incorporation  of  Documents  by  Reference.

The  following  documents  filed by RRUN Ventures Network, Inc. (the "Company"),
with  the  Securities and Exchange Commission are incorporated by reference into
this  Registration  Statement:

(1)  The Company's Annual Report on Form 10-KSB filed with the Securities and
     Exchange Commission on October 15, 2001;

(2)  The Company's Quarterly Report on Form 10-QSB filed with the Securities and
     Exchange Commission on November 19, 2001;

(3)  All other reports filed by the Company pursuant to Sections 13(a) or 15(d)
     of the Exchange Act subsequent to the filing of the Company's Form 424B3
     filed with the Commission on August 8, 2001;

(4)  The description of the Company's Common Stock which is contained in the
     Schedule 424B3 Proxy Statement, referred to in (3) above, including any
     amendment or report filed for the purpose of updating such description.

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

Item  4.     Description  of  Securities.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.

Item  5.     Interests  of  Named  Experts  and  Counsel.

<PAGE>

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane  &  Company,  LLC,  Independent  Counsel,  has  provided  an opinion on the
validity of the Company's common stock offered through its Agreement between the
Company  and  Mr.  Neal  Stauffer.

Item  6.     Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  ("NRS")  and  the  Bylaws  of  the  Company.

Under  the  NRS,  a corporation has the power to provide directors with immunity
from  monetary  liabilities  and  may  do  so  by including such language in the
corporation's articles of incorporation or bylaws. Corporations are empowered to
protect  directors from breach of the duty of care, but not breaches of the duty
of  loyalty  or the duty of disclosure.  Directors who are so protected are free
from  personal  financial liability whether monetary damages arise from legal or
equitable  remedies.  However,  directors  may  still  be  subject  to equitable
remedies  such  as  injunction,  rescission,  and  corrective  disclosure.

Under  the  NRS,  a  corporation  may  not  provide  immunity  from:

(a)  Any breach of a director's duty of loyalty to the corporation or its
     stockholders;

(b)  Acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of the law;

(c)  Unlawful payment of dividends or unlawful stock purchases or redemptions;
     and

(d)  Any transaction from which the director derives an improper personal
     benefit.


Article  XII  of  the  Articles  of  Incorporation,  as  amended,  state certain
indemnification  rights.  Our  Bylaws  provide  that  we  will  possess  and may
exercise all powers of indemnification of officers, directors, employees, agents
and  other  persons  and  all  incidental  powers  and  authority.  Our Board of
Directors  is  authorized  and  empowered  to  exercise  all  of  our  powers of
indemnification,  without  shareholder  action.  Our  assets  could  be  used or
attached  to  satisfy  any  liabilities  subject  to  indemnification.

The Company's bylaws provide that directors and officers shall be indemnified by
the Company to the fullest extent authorized by the NRS, as it now exists or may
in  the  future  be  amended,  against

<PAGE>

all expenses and liabilities reasonably incurred in connection with services for
or on behalf of the Company. The bylaws also authorize the Company to enter into
one  or more agreements with any person that provide for indemnification greater
or  different  from  that  provided  in  the  bylaws.

In  August, 2001, the Company amended its Bylaws of the Corporation. The Company
has  included  in  such  Bylaws  the  following  provision:

(a)     Director  Immunity.  Directors  will be immune from monetary liabilities
to the fullest extent not prohibited by Nevada law.  Excepted from that immunity
are:

*    a willful failure to deal fairly with the corporation or its shareholders
     in connection with a matter in which the director has a material conflict
     of interest;

*    a violation of criminal law unless the director had reasonable cause to
     believe that his or her conduct was lawful or no reasonable cause to
     believe that his or her conduct was unlawful;

*    a transaction from which the director derived an improper personal profit;
     and

*    willful  misconduct.

(b)     Directors  and  Officers.  The  corporation will indemnify its directors
and  officers  to  the  fullest  extent  not prohibited by Nevada law; provided,
however,  that  the corporation may modify the extent of such indemnification by
individual  contracts  with  its directors and officers; and, provided, further,
that  the corporation shall not be required to indemnify any director or officer
in  connection  with  any  proceeding (or part thereof) initiated by such person
unless  (i)  such  indemnification is expressly required to be made by law, (ii)
the  proceeding  was  authorized  by  the Board of Directors of the corporation,
(iii)  such  indemnification  is  provided  by  the  corporation,  in  its  sole
discretion, pursuant to the powers vested in the corporation under Nevada law or
(iv)  such  indemnification  is  required  to  be made pursuant to these Bylaws.

Other  relevant provisions appear in Article XI of the Bylaws of the Corporation
and  are  incorporated  by reference in this Registration. See Item 8 - Exhibits
below.

Item  7.     Exemption  from  Registration  Claimed.

Not  applicable.

Item  8.     Exhibits.

Exhibit
Number     Description  of  Document
------     --------------------------
3.1        Amended  Articles  of  Incorporation  (1)
3.2        Amended  Bylaws  (2)


<PAGE>

5.1        Opinion  of  Cane & Company, LLC regarding the validity of the
           Company's common  stock  offered  with  its  Agreement  with  Mr.
           Neal Stauffer.
23.1       Consent  of  Morgan  &  Company,  Chartered  Accountants
24.1       Power  of  Attorney  (included  on  the  signature  page  of  this
           registration  statement).
99.1       List  of  Shares  Registered


(1)  Incorporated  into  this Form S-8 by reference to the Registrant's previous
filing  of  this Exhibit in its Form 8-K filed with the Commission on August 20,
2001.

(2)  Incorporated  into  this Form S-8 by reference to the Registrant's previous
filing  of  this Exhibit in its Form 10-KSB filed with the Commission on October
15,  2001.

Item  9.     Undertakings.

The  Company  hereby  undertakes  that  it  will:

  (a)   file,  during  any  period  in  which  it  offers or sells securities, a
post-effective  amendment  to  this  registration  statement  to:

     (1)  include any prospectus required by Section 10(a)(3) of the Securities
          Act of 1933;

     (2)  reflect in the prospectus any facts or events which, individually or
          together, represent a fundamental change in the information in the
          registration statement; and

     (3)  include any additional or changed material information on the plan of
          distribution.

Paragraphs  (a)  (1)  and  (2)  do  not  apply if the information required to be
included  in  a  post-effective amendment by those paragraphs is incorporated by
reference  from  periodic  reports  filed  under  the  Exchange  Act.

  (b)   For  determining  liability under the Securities Act of 1933, treat each
post-effective  amendment  as  a  new  registration  statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering.

  (c)   File  a  post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant, RRUN
Ventures Network, Inc., certifies that it has reasonable grounds to believe that
it  meets all of the requirements for filing a Form S-8 and has duly caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City of Vancouver, British Columbia, Canada, on this
15th  day  of  March,  2002.

                                    RRUN  VENTURES  NETWORK,  INC.

                                    By: /s/ Ray A. Hawkins
                                       ------------------------------
                                       Ray A. Hawkins,  President

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and appoints Ray A.
Hawkins,  as  his  true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully 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 below by the following person in the capacities and on
the  date  indicated.

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

                             Chief Executive Officer
/s/ RAY HAWKINS              President & Director
________________________     (Principal Executive Officer)    March 15, 2002
RAY  A.  HAWKINS
                             Chief Operating Officer
                             Chief Financial
/s/ EDWIN KWONG              Officer & Director
________________________     (Principal Financial Officer)    March  15, 2002
EDWIN  KWONG
[{"type": "S-8", "sequence": "1", "filename": "formseight.txt", "secsgml_size_bytes": 15493}]
{"company-data": {"conformed-name": "RRUN VENTURES NETWORK INC", "cik": "0001088199", "assigned-sic": "6770", "irs-number": "980204736", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84536", "film-number": "02578987"}, "business-address": {"street1": "4TH FLOOR 62 W 8TH AVENU", "street2": "VANCOUVER", "city": "BRITISH COLUMBIA CN", "state": "A1", "phone": "6046826541"}, "mail-address": {"street1": "4TH FLOOR 62 W 8TH AVENUE", "street2": "VANCOUVER", "city": "BRITISH COLUMBIA", "state": "A1", "zip": "V5Y 1M7"}, "former-company": {"former-conformed-name": "UNITED MANAGEMENT INC", "date-changed": "19990608"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                           RRUN VENTURES NETWORK, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                                    98-0204736
        ------                                    ----------
 (State of Incorporation)                         (I.R.S. Employer
                                                   Identification No.)

    62 W. 8th Avenue, 4th Floor,, Vancouver, British Columbia, Canada V5Y 1M7
    -------------------------------------------------------------------------
                            Telephone: (604) 682-6541
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

          AGREEMENT BETWEEN RRUN VENTURES NETWORK, INC. & NEAL STAUFFER
          -------------------------------------------------------------
                             (Full Title of the Plan)

          Cane  &  Company,  LLC, 2300 W. Sahara Ave., Ste. 500, Box 18,
          --------------------------------------------------------------
                          Las  Vegas,  Nevada  89102
                          --------------------------
                          Telephone : (702) 312-6255
                          --------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                    Proposed      Proposed
                                    Maximum       Maximum
   Title of                         Offering      Aggregate       Amount of
Securities to be   Amount to be     Price Per     Offering        Registration
 Registered        Registered       Share (1)     Price (1)       Fee
-------------------------------------------------------------------------------
Common Stock       500,000 Shares   $0.34         $170,000        $ 15.64
$0.001 par value
-------------------------------------------------------------------------------

(1)  The  Proposed Maximum Offering Price Per Share and Aggregate Offering Price
are  based  upon  the  last sales price of the Common Stock of the Registrant at
March  14, 2002 in accordance with Rule 457(h) of the Securities Act of 1933, as
amended.  These amounts are calculated solely for the purpose of calculating the
registration  fee  pursuant  to  Rule 457(h)(l) under Securities Act of 1933, as
amended.
                                ________________
                           Copies to: Michael A. Cane
                                  Cane & Company
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item  1.     Plan  Information.*

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

*     Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities  Act  of  1933,  and  Note  to  Part  I  of  Form  S-8.

                                     PART II

Item  3.     Incorporation  of  Documents  by  Reference.

The  following  documents  filed by RRUN Ventures Network, Inc. (the "Company"),
with  the  Securities and Exchange Commission are incorporated by reference into
this  Registration  Statement:

(1)  The Company's Annual Report on Form 10-KSB filed with the Securities and
     Exchange Commission on October 15, 2001;

(2)  The Company's Quarterly Report on Form 10-QSB filed with the Securities and
     Exchange Commission on November 19, 2001;

(3)  All other reports filed by the Company pursuant to Sections 13(a) or 15(d)
     of the Exchange Act subsequent to the filing of the Company's Form 424B3
     filed with the Commission on August 8, 2001;

(4)  The description of the Company's Common Stock which is contained in the
     Schedule 424B3 Proxy Statement, referred to in (3) above, including any
     amendment or report filed for the purpose of updating such description.

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

Item  4.     Description  of  Securities.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.

Item  5.     Interests  of  Named  Experts  and  Counsel.
No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane  &  Company,  LLC,  Independent  Counsel,  has  provided  an opinion on the
validity of the Company's common stock offered through its Agreement between the
Company  and  Mr.  Neal  Stauffer.

Item  6.     Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  ("NRS")  and  the  Bylaws  of  the  Company.

Under  the  NRS,  a corporation has the power to provide directors with immunity
from  monetary  liabilities  and  may  do  so  by including such language in the
corporation's articles of incorporation or bylaws. Corporations are empowered to
protect  directors from breach of the duty of care, but not breaches of the duty
of  loyalty  or the duty of disclosure.  Directors who are so protected are free
from  personal  financial liability whether monetary damages arise from legal or
equitable  remedies.  However,  directors  may  still  be  subject  to equitable
remedies  such  as  injunction,  rescission,  and  corrective  disclosure.

Under  the  NRS,  a  corporation  may  not  provide  immunity  from:

(a)  Any breach of a director's duty of loyalty to the corporation or its
     stockholders;

(b)  Acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of the law;

(c)  Unlawful payment of dividends or unlawful stock purchases or redemptions;
     and

(d)  Any transaction from which the director derives an improper personal
     benefit.

Article  XII  of  the  Articles  of  Incorporation,  as  amended,  state certain
indemnification  rights.  Our  Bylaws  provide  that  we  will  possess  and may
exercise all powers of indemnification of officers, directors, employees, agents
and  other  persons  and  all  incidental  powers  and  authority.  Our Board of
Directors  is  authorized  and  empowered  to  exercise  all  of  our  powers of
indemnification,  without  shareholder  action.  Our  assets  could  be  used or
attached  to  satisfy  any  liabilities  subject  to  indemnification.

The Company's bylaws provide that directors and officers shall be indemnified by
the Company to the fullest extent authorized by the NRS, as it now exists or may
in  the  future  be  amended,  against
all expenses and liabilities reasonably incurred in connection with services for
or on behalf of the Company. The bylaws also authorize the Company to enter into
one  or more agreements with any person that provide for indemnification greater
or  different  from  that  provided  in  the  bylaws.

In  August, 2001, the Company amended its Bylaws of the Corporation. The Company
has  included  in  such  Bylaws  the  following  provision:

(a)     Director  Immunity.  Directors  will be immune from monetary liabilities
to the fullest extent not prohibited by Nevada law.  Excepted from that immunity
are:

*    a willful failure to deal fairly with the corporation or its shareholders
     in connection with a matter in which the director has a material conflict
     of interest;

*    a violation of criminal law unless the director had reasonable cause to
     believe that his or her conduct was lawful or no reasonable cause to
     believe that his or her conduct was unlawful;

*    a transaction from which the director derived an improper personal profit;
     and

*    willful  misconduct.

(b)     Directors  and  Officers.  The  corporation will indemnify its directors
and  officers  to  the  fullest  extent  not prohibited by Nevada law; provided,
however,  that  the corporation may modify the extent of such indemnification by
individual  contracts  with  its directors and officers; and, provided, further,
that  the corporation shall not be required to indemnify any director or officer
in  connection  with  any  proceeding (or part thereof) initiated by such person
unless  (i)  such  indemnification is expressly required to be made by law, (ii)
the  proceeding  was  authorized  by  the Board of Directors of the corporation,
(iii)  such  indemnification  is  provided  by  the  corporation,  in  its  sole
discretion, pursuant to the powers vested in the corporation under Nevada law or
(iv)  such  indemnification  is  required  to  be made pursuant to these Bylaws.

Other  relevant provisions appear in Article XI of the Bylaws of the Corporation
and  are  incorporated  by reference in this Registration. See Item 8 - Exhibits
below.

Item  7.     Exemption  from  Registration  Claimed.

Not  applicable.

Item  8.     Exhibits.

Exhibit
Number     Description  of  Document
------     --------------------------
3.1        Amended  Articles  of  Incorporation  (1)
3.2        Amended  Bylaws  (2)
5.1        Opinion  of  Cane & Company, LLC regarding the validity of the
           Company's common  stock  offered  with  its  Agreement  with  Mr.
           Neal Stauffer.
23.1       Consent  of  Morgan  &  Company,  Chartered  Accountants
24.1       Power  of  Attorney  (included  on  the  signature  page  of  this
           registration  statement).
99.1       List  of  Shares  Registered

(1)  Incorporated  into  this Form S-8 by reference to the Registrant's previous
filing  of  this Exhibit in its Form 8-K filed with the Commission on August 20,
2001.

(2)  Incorporated  into  this Form S-8 by reference to the Registrant's previous
filing  of  this Exhibit in its Form 10-KSB filed with the Commission on October
15,  2001.

Item  9.     Undertakings.

The  Company  hereby  undertakes  that  it  will:

  (a)   file,  during  any  period  in  which  it  offers or sells securities, a
post-effective  amendment  to  this  registration  statement  to:

     (1)  include any prospectus required by Section 10(a)(3) of the Securities
          Act of 1933;

     (2)  reflect in the prospectus any facts or events which, individually or
          together, represent a fundamental change in the information in the
          registration statement; and

     (3)  include any additional or changed material information on the plan of
          distribution.

Paragraphs  (a)  (1)  and  (2)  do  not  apply if the information required to be
included  in  a  post-effective amendment by those paragraphs is incorporated by
reference  from  periodic  reports  filed  under  the  Exchange  Act.

  (b)   For  determining  liability under the Securities Act of 1933, treat each
post-effective  amendment  as  a  new  registration  statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering.

  (c)   File  a  post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, RRUN
Ventures Network, Inc., certifies that it has reasonable grounds to believe that
it  meets all of the requirements for filing a Form S-8 and has duly caused this
registration  statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City of Vancouver, British Columbia, Canada, on this
15th  day  of  March,  2002.

                                    RRUN  VENTURES  NETWORK,  INC.

                                    By: /s/ Ray A. Hawkins
                                       ------------------------------
                                       Ray A. Hawkins,  President

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and appoints Ray A.
Hawkins,  as  his  true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully 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 below by the following person in the capacities and on
the  date  indicated.

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

                             Chief Executive Officer
/s/ RAY HAWKINS              President & Director
________________________     (Principal Executive Officer)    March 15, 2002
RAY  A.  HAWKINS
                             Chief Operating Officer
                             Chief Financial
/s/ EDWIN KWONG              Officer & Director
________________________     (Principal Financial Officer)    March  15, 2002
EDWIN  KWONG