UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933


                      Commission file number 000-25415

                     TWIN FACES EAST ENTERTAINMENT CORP.

             (Exact name of registrant as specified in charter)


          Nevada                                  22-3374562
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     1850 E. Flamingo Rd., Suite #111-A
     Las Vegas, Nevada                            89119
     (Address of Principal Executive Office)      (Zip Code)

                     Consultant Stock Compensation Plan
                          (Full Title of the Plan)
                               (702) 866-5858
            (Registrant's Telephone Number, Including Area Code)

                        Michael Smolanoff, President
                     1850 E. Flamingo Rd., Suite #111-A
                           Las Vegas, Nevada 89119
                   (Name and Address of Agent for Service)


<TABLE>
                                         Proposed
                                          maximum   Proposed
Title of Securities to be    Amount to   Offering    maximum    Amount of
registered                       be        price    aggregate  registration
                             registered     per     offering       fee
                                         share(2)     price
<S>                        <C>          <C>         <C>        <C>
Common Stock (1)               33,000      .3435      $11,305         $2.98
</TABLE>
1    Represents up to 33,000 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5 day average of
the bid and asked prices for the common stock on May 9, 2000.

<PAGE>

PROSPECTUS                        The date of this Prospectus is May 9, 2000


                     TWIN FACES EAST ENTERTAINMENT CORP.

                     Up to 33,000 Shares of Common Stock
         Received by Directors, Officers, Consultants and Employees
              Under the Company's Consultant and Employee Stock
         Compensation Plan and Reoffered by Means of this Prospectus
         To Be Sold Either Privately or Through a Broker Transaction



Selling shareholders of Twin Faces East Entertainment Corp. ("Company")  will
offer their shares through the over-the-counter market or through NASDAQ,  if
the  Company's common stock is then included for quotation on NASDAQ. Selling
shareholders,  if  control persons, are required  to  sell  their  shares  in
accordance  with the volume limitations of Rule 144 under the Securities  Act
of  1933,  which limits sales by each selling shareholder in  any  one  month
period  to  the  greater  of  1% of the total outstanding  common  stock  (or
approximately 45,173 shares after the issuance of the shares herein)  or  the
average  weekly trading volume of the Company's common stock during the  four
calendar  weeks immediately preceding such sale. It is expected that  brokers
and  dealers  effecting transactions will be paid the  normal  and  customary
commissions  for market transactions; however the Shares may  be  sold  in  a
private transaction.



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND
EXCHANGE  COMMISSION, NOR HAS THE COMMISSION PASSED ON THE  ACCURACY  OR  THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.




No  person has been authorized by the Company to give any information  or  to
make  any representation other than as contained in this Prospectus  and,  if
given or made, such information or representation must not be relied upon  as
having  been  authorized  by  the  Company.  Neither  the  delivery  of  this
Prospectus  nor  any distribution of the shares of the Common Stock  issuable
under  the  terms  of  the  Plan shall, under any circumstances,  create  any
implication that there has been no change in the affairs of the Company since
the date hereof.

This Prospectus does not constitute an offer to sell securities in any state
   to any person to whom it is unlawful to make such offer in such state.

   The securities offered hereby involve a high degree of risk. See "Risk
                                  Factors."

<PAGE>


                     SUMMARY OF PROSPECTUS

The Company

This  prospectus  accompanies reoffers by consultants and  employees  of  the
Company  of  shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant   to   the   S-8
Registration,  dated this same date, has registered 33,000 of  the  Company's
common  stock,  of  which  all  such shares have  been  received,  concurrent
herewith,  pursuant  to  the Company's Consultant and  Employee  Compensation
Plan.  The  Company's principal offices are located at 1850 E. Flamingo  Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.

                          RISK FACTORS

The  purchase of the securities offered hereby is subject to risk.  Investors
should evaluate these risk factors carefully.

Need  for  Additional  Financing.  The  Company  currently  operates  through
revenues  generated by sales of the Company's products. There is no assurance
that  such sales will continue as they have in the past, or will increase  in
the  future.  In order to succeed the Company may require additional  capital
for  working capital and for marketing. There can be no assurance  that  such
financing will be available, when required, on acceptable terms.

Competition. We compete with numerous other entertainment and film production
companies.  Many  of these competitors have substantially  greater  resources
than  we  do. Should a larger and better financed company decide to  directly
compete  with us, and be successful in its competitive efforts, our  business
could be adversely affected.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Company's
products  there  can be no assurance that markets for the Company's  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Factors  Affecting  Operating Results. The manufacture  and  distribution  of
entertainment  and  educational  related  production  which  the  Company  is
involved  with is not an exact science and inevitably involves a  significant
degree   of   uncertainty,  particularly  with  respect  to  the   types   of
entertainment and educational products demanded by the market  place.   There
can  therefore be no assurance that the Company's activities will  result  in
the economical production and sales of its products.  Moreover, the operating
results  of  the Company may be adversely affected by other factors  such  as
changes  in  material  costs, shortages of scripts, and increased  production
costs.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.

<PAGE>
                                   PART I

General

     Twin  Faces  East  Entertainment Corporation, a Nevada corporation  (the
"Company")  is  a development stage company formed in 1997. The  Company  was
incorporated under the laws of the State of Delaware on December 5, 1997  and
reincorporated under the laws of the State of Nevada on June 17, 1998. The re-
incorporation  in  the State of Nevada was the result of Nevada's  policy  of
encouraging  incorporation in that State and, in furtherance of that  policy,
has  adopted  comprehensive, modern and flexible corporate  laws,  which  are
periodically  updated  and  revised  to  meet  changing  business  needs.  In
addition, Nevada continues to pursue a position of no corporate taxation.

     We  are  in  the  development stage as a producer of  entertainment  and
educational related programming and technology, which originated through  the
efforts of Dr. Michael Smolanoff, a director and officer of the Company.  Our
products  include;  (i) documentary films of Dr. Albert  Einstein,  and  (ii)
feature film and television scripts.

     The Einstein Properties are the result of Dr. Smolanoff's acquisition of
the  films  from Peter A. Buckey. Peter A. Buckey, the son of one  of  Albert
Einstein's  oldest and closest friends, provides a rare insight  into  Albert
Einstein's  private  life, opinions, and foibles that  are  now  folded  into
unique and rare videos.  The Company owns original 16mm film footage of  rare
moments  such as the family vacation when Einstein wrote that fateful  letter
to  Franklin  D.  Roosevelt  that led to the Manhattan  Project.   Peter  was
Einstein's  driver,  and  companion initiating  extensive  dialogue,  keeping
copious  notes, and storing and recording priceless memories.  Hear up  close
and personal tales of the sailor who couldn't swim, and the youth recalling a
professor's  admonishment not to pursue physics due to his single-mindedness.
We  have  ownership of the film, still photos, narration by Mr.  Buckey,  and
have  received numerous requests for development of the various products into
books, a documentary, photo exhibits, and similar entertainment venues.

     "Pages From A Rabbit Journal"T, a children's book and future film script
was  created by Dr. Smolanoff. The story is of The Rabbit Family's adventures
in  their  travels through the forest with many character developments  along
the path of their journey.  The story has been turned into a series of twenty-
two  minute  animated video episodes, each a cliffhanger and with a  positive
children's message.  The initial video episode, will serve as a pilot  for  a
television series which is contracted through Nightwing Entertainment  Group,
Inc.  to be shown on Fox Children's Network and/or Nickelodeon.  In addition,
Channel America, through a contract with Nightwing Entertainment Group,  Inc.
has  agreed  to show between 13 to 65 episodes of the series.    Further,  an
agreement is in place with Nightwing Entertainment Group, Inc. that  provides
for  Congress  Home Video to distribute a minimum of twelve of  each  episode
into approximately 22,000 video stores nationwide.

      The  Company's  principal executive offices  are  located  at  1850  E.
Flamingo Rd., Suite #111-A, Las Vegas, Nevada; telephone (702) 866-5858.

Management
<TABLE>
    NAME AND ADDRESS      AGE            POSITION HELD-RELATIONSHIP
<S>                     <C>     <C>
Michael Smolanoff         55    Chief Executive Officer, President, Director
Stan Teeple               50    Executive VP, Secretary, Treasurer, Director
Hyman Shwartzberg, MD     32    Director
Bruce Taffet              51    Director
</TABLE>
<PAGE>

Michael Smolanoff- Michael Smolanoff has been President and a Director of the
Company  since  its inception. From 1993 to present, Dr. Smolanoff  has  been
self-employed selling scripts, articles, and music. Dr. Michael Smolanoff has
over  30  years  of  experience  in creative development  fields.   He  is  a
Juilliard  graduate and past professor at Rutgers University and Philadelphia
Music  Academy.  He  has  written and produced a plethora  of  music  albums,
concerts,  children's programs,  and works for the theatre.  He is listed  in
the  International  Who's  Who  of  music,  Who's  Who  in  America,  Men  of
Achievement,  Outstanding  Young  Men  of  America,  and  the  Dictionary  of
Distinguished Americans.  He is the creator and developer of the "Tales of  a
Rabbit  Journal"  and  responsible for contract  development  to  place  this
animated  series with the Fox Kids Network as well as distribution agreements
for  placement  into retail video stores nationwide.  He is a member  of  the
National Academy of Television Arts and Sciences, and the American Society of
Composers, Authors and Publishers.

Stanley  L.  Teeple- Stan Teeple is Executive Vice President,  Secretary  and
Treasurer  from March, 1997 to present. From 1979 until present,  Mr.  Teeple
has  been  President  and Chief Executive Officer of  Stan  Teeple,  Inc.,  a
consulting  firm  specializing in business.  Stan  has  recently  joined  Dr.
Smolanoff  for  development  of  the various  assets  and  interests  in  the
marketplace.  Stan attended Business School at the University of Colorado and
has  a  strong national brands corporate background.  In Stan's 20 plus  year
career  as  a  management  consultant, sales and  marketing  consultant,  and
turnaround  specialist counts among his business specialties,  entertainment,
intellectual property licensing, food manufacturing, the travel industry  and
retailing  of everything from apparel to fast food.  His recent  client  list
includes,  United  Artists  Theatre  Circuit,  General  Mills,  Inc.,  United
Airlines, Inc., Kellogg's USA, Warner Lambert and Premiere Innovations, Inc.

Bruce  Taffet  Bruce  Taffet has been a Director of the Company  since  April
1998.  From  1979  until present Mr. Taffet has worked as an  executive  with
United  Artists  Theatre  Circuit. From 1995 until present,  Bruce  has  been
Executive Vice President of Concessions, Marketing, and Purchasing for United
Artists.   Mr.   Taffet  has  approximately  30  years  experience   in   the
entertainment industry. Starting in 1969, Bruce was the owner/operator of the
Orkin  Taffet Theatres in Jackson, Mississippi. Mr. Taffet has served  as  an
officer  or  director  with the National Association  of  Theatre  Operators,
National  Association of Concessionaires, Variety Club  of  America,  The  2%
Club, and MPP Pioneers.

Hyman  Shwarzberg, MD. Hyman Shwarzberg, MD, a Director of the Company  since
April  1998,  is  a  physician, entrepreneur and investor.  From  1994  until
present  Dr.  Shwarzberg has served as Assistant Professor  and  Director  of
Radiology  at Mount Sinai Medical Center-Queens Hospital Center Affiliate  in
New  York.  Dr.  Shwarzberg is a graduate of Yeshiva University Undergraduate
School and a graduate of Albert Einstein College of Medicine.

Legal Proceedings

     On November 22, 1999, Twin Faces East Entertainment Corporation filed  a
complaint against Daniel Covell in the U.S. District Court, District  of  New
Jersey.

Submission of Matters to Vote to Shareholders

      No  matter  was  submitted to a vote of security holders,  through  the
solicitation of proxies or otherwise, during the Company's fiscal year  ended
December 31, 1999.

<PAGE>

Properties.

     The Company currently subleases 600 square feet of executive office space
at  1850  E. Flamingo Rd., Suite 111A, Las Vegas, Nevada 89119, on a month  to
month  basis at a cost of $800 per month starting June 1, 1999. The  space  is
for  general  administration and is sufficient for the current  needs  of  the
Company. We anticipate that we will require additional space in the future but
does  not  anticipate any difficulty in obtaining such space in its  immediate
vicinity at favorable rates.

                            OFFERING SHAREHOLDERS

The  following table lists the shares of Company common stock held by Michael
Smolanoff  and Stanley Teeple proposing to sell their shares, the  percentage
held  by  each,  and  the shares currently proposed to be reoffered  by  them
pursuant to this Prospectus.

<TABLE>
Shareholder           Number of   New Shares     Percent      Percent of
                        Shares      Offered      Before       Total After
                                                Offering       Offering
<S>                 <C>          <C>            <C>          <C>
Donald Stoecklein       49,660      33,000         1%             2%
TOTAL                               33,000
</TABLE>

                                   PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB,  and  its  latest
Quarterly  Reports  filed subsequent thereto, for quarter  ending  March  31,
1999, 2nd Quarter ending June 30, 1999, 3rd Quarter ending September 30, 1999
and  Form 10KSB ending December 31, 1999. These Annual, Quarterly and Current
Reports,  as  well  as  all other reports filed by the  Company  pursuant  to
Sections  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of  1934,
are  hereby incorporated by reference in this prospectus and may be  obtained
upon  the  oral or written request of any person to the Company  at  1850  E.
Flamingo  Rd., Suite #111-A, Las Vegas, Nevada 89119 telephone  number  (702)
866-5858

Incorporation of Documents by Reference.

The  registrant  incorporates the following documents by  reference  in  this
Registration Statement:

(a) The registrants Form 10SB filed for the year ended February 18, 1999;
(b) The  registrants Quarterly Report on Form 10-QSB for the  quarter  ending
    March 31, 1999.
(c) The  registrants Quarterly Report on Form 10-QSB for the  quarter  ending
    June 30, 1999.
(d) The  registrants Quarterly Report on Form 10-QSB for the  quarter  ending
    September 30, 1999.
(e) The registrants Form 10KSB for the year ending December 31, 1999
(f) The registrants Form 8-K filed June 30, 1999
(g) The registrants Form 8-K filed July 29, 1999
(h) The registrants Form 8-K filed October 5, 1999

Item 4. Description of Securities

General

     The Company's authorized capitalization is 20,000,000 shares, consisting
of  20,000,000  shares of Common Stock, par value $.001 per share,  of  which
4,517,349, (as of May 9, 2000 there were 4,484,349 shares outstanding) shares
will  be  issued and outstanding after issuance to the selling  shareholders,
and the additional shares, referred to in the preceding section.

<PAGE>

Common Stock
      Holders  of  Common Stock are entitled to one vote per  share  on  each
matter  submitted  to vote at any meeting of shareholders. Shares  of  Common
Stock  do  not  carry cumulative voting rights and therefore,  holders  of  a
majority of the outstanding shares of Common Stock will be able to elect  the
entire board of directors and, if they do so, minority shareholders would not
be  able to elect any members to the board of directors. The Company's  board
of  directors has authority, without action by the Company's shareholders, to
issue  all  or  any portion of the authorized but unissued shares  of  Common
Stock,  which  would reduce the percentage ownership of the  Company  of  its
shareholders  and  which  may  dilute the book value  of  the  Common  Stock.
Shareholders of the Company have no pre-emptive rights to acquire  additional
shares  of  Common Stock. The Common Stock is not subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation  of
the  Company,  the  shares of Common Stock are entitled to share  equally  in
corporate  assets  after satisfaction of all liabilities. Holders  of  Common
Stock  are  entitled to receive such dividends as the board of directors  may
from  time to time declare out of funds legally available for the payment  of
dividends.  The Company has not paid dividends on its Common Stock  and  does
not anticipate that it will pay dividends in the foreseeable future.

Preferred Stock
      The  Company's  Articles of Incorporation authorizes  the  issuance  of
5,000,000 shares of preferred stock, $0.001 par value per share, of which  no
shares  were  outstanding as of the date of this filing. The Preferred  Stock
may be issued from time to time by the Board of Directors as shares of one or
more   classes  or  series.  Subject  to  the  provisions  of  the  Company's
Certificate  of Incorporation and limitations imposed by law,  the  Board  of
Directors  is expressly authorized to adopt resolutions to issue the  shares,
to  fix  the number of shares and to change the number of shares constituting
any  series,  and  to provide for or change the voting powers,  designations,
preferences  and  relative, participating, optional or other special  rights,
qualifications,  limitations  or  restrictions  thereof,  including  dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights  and liquidation preferences of the shares constituting any  class  or
series  of  the Preferred Stock, in each case without any further  action  or
vote by the stockholders.

      One of the effects of undesignated Preferred Stock may be to enable the
Board  of  Directors to render more difficult or to discourage an attempt  to
obtain  control  of  the Company by means of a tender offer,  proxy  contest,
merger  or  otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to  the  Board
of  Director's authority described above may adversely affect the  rights  of
holders  of Common Stock. For example, Preferred stock issued by the  Company
may  rank  prior  to  the  Common  Stock as to dividend  rights,  liquidation
preference  or  both,  may  have full or limited voting  rights  and  may  be
convertible into shares of Common Stock. Accordingly, the issuance of  shares
of  Preferred Stock may discourage bids for the Common Stock at a premium  or
may otherwise adversely affect the market price of the Common Stock.

Item 5.  Interests of Named Experts and Counsel

     The shares issued and subject to this registration are issued in lieu of
legal fees to Donald J. Stoecklein, counsel to the Company.

Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees  and  agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving  at the request of the corporation  as  a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  joint
venture,  trust  or other enterprise, against expenses, including  attorney's
<PAGE>

fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in  good faith and in a manner which he reasonably believed to be in  or  not
opposed  to the best interests of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction, or upon a plea of  nolo  contendere  or  its
equivalent, does not, of itself, create a presumption that the person did not
act  in good faith and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed  action
or  suit by or in the right of the corporation to procure a judgment  in  its
favor  by  reason of the fact that he is or was a director, officer, employee
or  agent  of  the corporation, or is or was serving at the  request  of  the
corporation as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against  expenses,
including  amounts  paid  in  settlement and  attorneys'  fees  actually  and
reasonably  incurred by him in connection with the defense or  settlement  of
the  action  or  suit  if he acted in good faith and in  a  manner  which  he
reasonably  believed  to be in or not opposed to the best  interests  of  the
corporation.  Indemnification may not be made for any claim, issue or  matter
as  to  which  such  a  person has been adjudged  by  a  court  of  competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to  the
corporation or for amounts paid in settlement to the corporation, unless  and
only to the extent that the court in which the action or suit was brought  or
other  court  of competent jurisdiction determines upon application  that  in
view  of  all  the  circumstances  of the case,  the  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.
     3.    To  the  extent that a director, officer, employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of  any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense
of  any  claim,  issue  or  matter therein, he must  be  indemnified  by  the
corporation  against  expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with the defense.
     4.   Any indemnification under subsections 1 and 2, unless ordered by  a
court  or  advanced pursuant to subsection 5, must be made by the corporation
only   as  authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee or agent is proper in  the
circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.    The articles of incorporation, the bylaws or an agreement made  by
the  corporation  may  provide that the expenses of  officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the  corporation as they are incurred and in advance of the final disposition
of  the action, suit or proceeding, upon receipt of an undertaking by  or  on
behalf  of  the  director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation.  The provisions of this subsection do not  affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise  by
law.
     6.    The indemnification and advancement of expenses authorized  in  or
ordered by a court pursuant to this section:
   (a)  Does  not  exclude  any  other rights to  which  a  person  seeking
   indemnification or advancement of expenses may be entitled under the articles
   of  incorporation or any bylaw, agreement, vote of stockholders  or
   disinterested directors or otherwise, for either an action in his official
   capacity or an action in another capacity while holding his office, except
   that indemnification, unless ordered by a court pursuant to subsection 2 or
   for the advancement of expenses made pursuant to subsection 5, may not be
   made to or on behalf of any director or officer if a final adjudication
   establishes that his act or omissions involved intentional misconduct, fraud
   or a knowing violation of the law and was material to the cause of action.
   (b)  Continues  for  a person who has ceased to be a director,  officer,
    employee or agent and inures to the benefit of the heirs, executors and
    administrators of such a person.
<PAGE>




Item 7. Exemption From Registration Claimed.

      All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof  covering
transactions not involving any public offering or not involving any   "offer"
or "sale".

Item 8. Exhibits.

3.1  Articles of Incorporation of registrant(1).
3.2  Bylaws (2).
5     Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement  on
Form 10SB, File No. 000-25415;
(2) Incorporated by reference from the registrants Registration Statement  on
Form 10SB, File No. 000-25415;
(3) Filed herewith.

Item 9. Undertakings.

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:
          (i)   To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
          (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, including (but not limited to) any addition
          or election of a managing underwriter.
(2)  That,  for the purpose of determining any liability under the Securities
Act  of 1933, each such post-effective amendment shall be deemed to be a  new
registration  statement relating to the securities offered therein,  and  the
offering  of such securities offered 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.
      The  undersigned  registrant hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each  filing  of
the  Company's  annual  report pursuant to Section  13(a)  or  15(d)  of  the
Securities  Exchange Act of 1934 (and, where applicable, each  filing  of  an
employee  benefit  plan's  annual report pursuant to  Section  15(d)  of  the
Securities  Exchange Act of 1934) that is incorporated by  reference  in  the
registration  statement  shall be deemed to be a new  registration  statement
referring  to  the  securities offered therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial bona fide  offering
thereof.
      Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of  the  Company  pursuant  to the foregoing provisions,  or  otherwise,  the
Company  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
Company  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 Company will, unless in the opinion  of
its counsel that 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.

<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 the City of Las Vegas, State of Nevada, on this
9th day of May 2000.

TWIN FACES EAST ENTERTAINMENT CORP.

By :/s/ Michael Smolanoff
       Michael Smolanoff, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed  by  the following  persons  in  the  capacities
indicated on August 23, 1999.

Signature                Title                         Date

/s/ Michael Smolanoff    President, Director                May 9, 2000
Michael Smolanoff

/s/ Stan Teeple               Secretary/Treasurer, Director      May 9, 2000
Stan Teeple

/s/ Hyman Shwartzberg    Director                           May 9, 2000
Hyman Shwartzberg

/s/ Bruce Taffet1        Director                           May 9, 2000
Bruce Taffet
<PAGE>

                                  EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein

<PAGE>

ATTORNEY AT LAW
                                             Telephone (702) 794-2590
                                             Facsimile (702) 794-0744
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities


1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        May 9, 2000

Mr. Michael Smolanoff
President
TWIN FACES EAST ENTERTAINMENT CORP.
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Smolanoff:

You have requested our opinion as to the legality of the registration by you,
Twin  Faces  East  Entertainment Corp. (the "Corporation") of  up  to  33,000
shares  of Common Stock ( the "shares") pursuant to a Registration Statement,
dated May 9, 2000, on Form S-8 ( the "Registration Statement") to be filed on
May 10, 2000:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  (the
     "Articles");

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The Corporation's 10SB filed February 18, 1999;

6.   The Corporation's 10-QSB for the first quarter 1999;

7.   The Corporation's 10-QSB for the second quarter 1999;

8.   The Corporation's 10-QSB for the third quarter 1999;

9.   The Corporation's 10KSB for the year ending December 31, 2000

10.  The Consultant and Employee Stock Compensation Plan; and

11.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  (i) will have been duly authorized, legally issued, fully paid  and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and  (iii) do not require a permit from any governmental agency.

<PAGE>

Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue-Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.




                                        Yours Very Truly,


                                        /s/ Donald Stoecklein

                                        Donald J. Stoecklein


<PAGE>


                                 EXHIBIT 10
                  CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

                  AMENDED AND RESTATED MAY 2000 CONSULTANT
                                     AND
                      EMPLOYEE STOCK COMPENSATION PLAN
                     Twin Faces East Entertainment Corp.

                                     I.
                            Purpose of the Plan.

The  purpose  of  this  Plan  is to further the growth  of  Twin  Faces  East
Entertainment  Corp.  ("Twin Faces")  by allowing the Company  to  compensate
officers,  directors,  consultants and certain other persons  providing  bona
fide  services  to  the  Company  or to compensate  officers,  directors  and
employees  for  accrual of salary, through the award of  Twin  Face's  common
stock.

                                     II.
                                 Definitions

Whenever  used in this Plan, the following terms shall have the meanings  set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of Twin Faces.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the common stock, par value $ .001 per share, of Twin
Faces.

5.  "Date of Grant" means the day the Board of Directors authorizes the grant
of  an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.

6.  "Employee" means any person or entity that renders bona fide services  to
the  Company (including, without limitation, the following: a person employed
by the Company in a key capacity; an officer or director of Twin Faces or one
or  more  Subsidiaries;  a person or company engaged  by  the  Company  as  a
consultant; or a lawyer, law firm, accountant or accounting firm.

7.  "Subsidiary" means any corporation that is a subsidiary  with  regard  to
Twin Faces as that term is defined in Section 424(f) of the Code.

                                    III.
                         Effective Date of the Plan

The effective date of this Amended Plan is May 9, 2000.


                                     IV.
                         Administration of the Plan

The  Board  of Directors will be responsible for the administration  of  this
Plan,  and  will  grant  Awards  under this  Plan.  Subject  to  the  express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend  and
rescind  rules  and  regulations relating  to  it,  and  to  make  all  other
determinations   which  it  believes  to  be  necessary   or   advisable   in
administering this Plan. The determinations of the Board of Directors on  the
matters  referred  to  in  this Section shall be  conclusive.  The  Board  of
Directors  shall have sole and absolute discretion to amend  this  Plan.   No
member  of the Board of Directors shall be liable for any act or omission  in
connection with the administration of this Plan unless it resulted  from  the
member's willful misconduct.

<PAGE>

                                     V.
                          Stock Subject to the Plan

The  maximum  number  of shares of Common Stock as to  which  Awards  may  be
granted  under this Plan as of this date and subject to subsequent  amendment
is  33,000 shares. The Common Stock which is issued on grant of awards may be
authorized  but  unissued  shares  or  shares  which  have  been  issued  and
reacquired  by  Twin Faces. The Board of Directors may increase  the  maximum
number  of shares of Common Stock as to which Awards may be granted  at  such
time as it deems advisable.

                                     VI.
                     Persons Eligible to Receive Awards

Awards  may  be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                    VII.
                              Grants of Awards

Except  as  otherwise  provided herein, the Board  of  Directors  shall  have
complete  discretion to determine when and to which Employees or  Consultants
Awards  are  to be granted, and the number of shares of Common  Stock  as  to
which  awards  granted to each Employee or consultant will relate.  No  grant
will  be  made  if, in the judgment of the Board of Directors, such  a  grant
would  constitute a public distribution within the meaning of the  Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder.  The Board of Directors upon approval of the issuance  of  shares
pursuant  to this plan shall provide as an exhibit, the party to whom  shares
are issued, and the number of shares issued.

                                    VIII.
                       Delivery of Stock Certificates

As promptly as practicable after authorizing the grant of an Award Twin Faces
shall  deliver to the person who is the recipient of the Award, a certificate
or  certificates registered in that person's name, representing the number of
shares of Common Stock that were granted.

                                     IX.
                                 Employment

Nothing  in  this  Plan  or in the grant of an Award shall  confer  upon  any
Employee or consultant the right to continue in the employ of the Company nor
shall  it interfere with or restrict in any way the rights of the Company  to
discharge any employee at any time for any reason whatsoever, with or without
cause.

                                     X.
                            Laws and Regulations

The  obligation of Twin Faces to sell and deliver shares of Common  Stock  on
the  grant of an Award under this Plan shall be subject to the condition that
counsel  for Twin Faces be satisfied that the sale and delivery thereof  will
not violate the Act or any other applicable laws, rules or regulations.

                                     XI.
                            Withholding of Taxes

If  subject  to withholding tax, the Company shall be authorized to  withhold
from  an  Employer's salary or other cash compensation such sums of money  as
are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to  satisfy  the  Company's withholding obligations. If the  Company  becomes
required  to  pay  withholding  tax to any federal,  state  or  other  taxing
authority as a result of the granting of an Award and the Employee  fails  to
provide  the  Company with the funds with which to pay that withholding  tax,
the  Company may withhold up to 50% of each payment of salary or bonus to the
Employee  (which  will  be  in addition to any other  required  or  permitted
withholding),  until  the  Company  has  been  reimbursed  for   the   entire
withholding tax it was required to pay.

<PAGE>

                                    XII.
                            Reservation of Shares

Twin  Faces shall at all times keep reserved for issuance on grant of  awards
under  this Plan a number of authorized but unissued or reacquired shares  of
Common Stock equal to the maximum number of shares Twin Faces may be required
to be issued on the grant of Awards under this Plan.

                                    XII.
                           Termination of the Plan

The Board of Directors may suspend or terminate this Plan at any time or from
time  to  time,  but no such action shall adversely affect the  rights  of  a
person granted an Award under this Plan prior to that date.

                                    XIV.
                              Delivery of Plan

A  Copy of this Plan shall be delivered to all participants, together with  a
copy  of  the resolution or resolutions of the Board of Directors authorizing
the   granting  of  the  Award  and  establishing  the  terms,  if  any,   of
participation.

No  dealer, salesman, or any other person has been authorized by the  Company
to  give  any  information or to make any representations  other  than  those
contained in this Prospectus in connection with the offering made hereby, and
if  given  or  made, such information or representations must not  be  relied
upon.  This  Prospectus  does  not  constitute  an  offer  to  sell  or   the
solicitation  of an offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an offer to buy,  to
any person in any jurisdiction in which such offer or sale would be unlawful.
Neither  the  delivery of this Prospectus nor any sale made  hereunder  shall
under  any circumstances create any implication that there has been no change
in  the affairs of the Company since any of the dates as of which information
is furnished or since the date of this Prospectus.
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UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C., 20549

                                  Form S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

                      Commission file number 000-25415

                     TWIN FACES EAST ENTERTAINMENT CORP.

             (Exact name of registrant as specified in charter)

          Nevada                                  22-3374562
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     1850 E. Flamingo Rd., Suite #111-A
     Las Vegas, Nevada                            89119
     (Address of Principal Executive Office)      (Zip Code)

                     Consultant Stock Compensation Plan
                          (Full Title of the Plan)
                               (702) 866-5858
            (Registrant's Telephone Number, Including Area Code)

                        Michael Smolanoff, President
                     1850 E. Flamingo Rd., Suite #111-A
                           Las Vegas, Nevada 89119
                   (Name and Address of Agent for Service)

                                         Proposed
                                          maximum   Proposed
Title of Securities to be    Amount to   Offering    maximum    Amount of
registered                       be        price    aggregate  registration
                             registered     per     offering       fee
                                         share(2)     price
Common Stock (1)               33,000      .3435      $11,305         $2.98
1    Represents up to 33,000 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5 day average of
the bid and asked prices for the common stock on May 9, 2000.
PROSPECTUS                        The date of this Prospectus is May 9, 2000

                     TWIN FACES EAST ENTERTAINMENT CORP.

                     Up to 33,000 Shares of Common Stock
         Received by Directors, Officers, Consultants and Employees
              Under the Company's Consultant and Employee Stock
         Compensation Plan and Reoffered by Means of this Prospectus
         To Be Sold Either Privately or Through a Broker Transaction

Selling shareholders of Twin Faces East Entertainment Corp. ("Company")  will
offer their shares through the over-the-counter market or through NASDAQ,  if
the  Company's common stock is then included for quotation on NASDAQ. Selling
shareholders,  if  control persons, are required  to  sell  their  shares  in
accordance  with the volume limitations of Rule 144 under the Securities  Act
of  1933,  which limits sales by each selling shareholder in  any  one  month
period  to  the  greater  of  1% of the total outstanding  common  stock  (or
approximately 45,173 shares after the issuance of the shares herein)  or  the
average  weekly trading volume of the Company's common stock during the  four
calendar  weeks immediately preceding such sale. It is expected that  brokers
and  dealers  effecting transactions will be paid the  normal  and  customary
commissions  for market transactions; however the Shares may  be  sold  in  a
private transaction.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND
EXCHANGE  COMMISSION, NOR HAS THE COMMISSION PASSED ON THE  ACCURACY  OR  THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

No  person has been authorized by the Company to give any information  or  to
make  any representation other than as contained in this Prospectus  and,  if
given or made, such information or representation must not be relied upon  as
having  been  authorized  by  the  Company.  Neither  the  delivery  of  this
Prospectus  nor  any distribution of the shares of the Common Stock  issuable
under  the  terms  of  the  Plan shall, under any circumstances,  create  any
implication that there has been no change in the affairs of the Company since
the date hereof.

This Prospectus does not constitute an offer to sell securities in any state
   to any person to whom it is unlawful to make such offer in such state.

   The securities offered hereby involve a high degree of risk. See "Risk
                                  Factors."
SUMMARY OF PROSPECTUS

The Company

This  prospectus  accompanies reoffers by consultants and  employees  of  the
Company  of  shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant   to   the   S-8
Registration,  dated this same date, has registered 33,000 of  the  Company's
common  stock,  of  which  all  such shares have  been  received,  concurrent
herewith,  pursuant  to  the Company's Consultant and  Employee  Compensation
Plan.  The  Company's principal offices are located at 1850 E. Flamingo  Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.

                          RISK FACTORS

The  purchase of the securities offered hereby is subject to risk.  Investors
should evaluate these risk factors carefully.

Need  for  Additional  Financing.  The  Company  currently  operates  through
revenues  generated by sales of the Company's products. There is no assurance
that  such sales will continue as they have in the past, or will increase  in
the  future.  In order to succeed the Company may require additional  capital
for  working capital and for marketing. There can be no assurance  that  such
financing will be available, when required, on acceptable terms.

Competition. We compete with numerous other entertainment and film production
companies.  Many  of these competitors have substantially  greater  resources
than  we  do. Should a larger and better financed company decide to  directly
compete  with us, and be successful in its competitive efforts, our  business
could be adversely affected.

Markets   Uncertain.  Despite  the  business  experience  of  the   officers,
directors,  and  principal  shareholders of the Company,  and  the  Company's
products  there  can be no assurance that markets for the Company's  products
will  continue  to  be  sizable  enough to  permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management  of  the
Company will be made exclusively by its officers and directors.   To a  large
extent,  the  success  of the Company will depend upon  the  quality  of  the
management provided by its officers and directors.

Dependence  upon  Key Personnel. The success of the Company will  be  largely
dependent  on the personal efforts of key employees, officers, and directors,
who  are responsible for the development of the business of the Company.   If
any  of  the  key employees, officers or directors should, for  whatever  the
reason, cease to serve the Company, the Company may find it difficult to find
replacements  within a short time frame, and thus, the Company's  ability  to
meet its goals could be adversely affected.

Factors  Affecting  Operating Results. The manufacture  and  distribution  of
entertainment  and  educational  related  production  which  the  Company  is
involved  with is not an exact science and inevitably involves a  significant
degree   of   uncertainty,  particularly  with  respect  to  the   types   of
entertainment and educational products demanded by the market  place.   There
can  therefore be no assurance that the Company's activities will  result  in
the economical production and sales of its products.  Moreover, the operating
results  of  the Company may be adversely affected by other factors  such  as
changes  in  material  costs, shortages of scripts, and increased  production
costs.

Company Capitalization. To the extent that the funding may be insufficient to
meet  expenses,  the  Company may be required to  obtain  the  funds  through
additional  borrowings by raising funds through selling equity  interests  in
the  Company.   Management believes that operating profits can be  generated,
but  both  the  production  of  intellectual properties  and  any  return  to
Shareholders may take considerably longer than anticipated.
PART I

General

     Twin  Faces  East  Entertainment Corporation, a Nevada corporation  (the
"Company")  is  a development stage company formed in 1997. The  Company  was
incorporated under the laws of the State of Delaware on December 5, 1997  and
reincorporated under the laws of the State of Nevada on June 17, 1998. The re-
incorporation  in  the State of Nevada was the result of Nevada's  policy  of
encouraging  incorporation in that State and, in furtherance of that  policy,
has  adopted  comprehensive, modern and flexible corporate  laws,  which  are
periodically  updated  and  revised  to  meet  changing  business  needs.  In
addition, Nevada continues to pursue a position of no corporate taxation.

     We  are  in  the  development stage as a producer of  entertainment  and
educational related programming and technology, which originated through  the
efforts of Dr. Michael Smolanoff, a director and officer of the Company.  Our
products  include;  (i) documentary films of Dr. Albert  Einstein,  and  (ii)
feature film and television scripts.

     The Einstein Properties are the result of Dr. Smolanoff's acquisition of
the  films  from Peter A. Buckey. Peter A. Buckey, the son of one  of  Albert
Einstein's  oldest and closest friends, provides a rare insight  into  Albert
Einstein's  private  life, opinions, and foibles that  are  now  folded  into
unique and rare videos.  The Company owns original 16mm film footage of  rare
moments  such as the family vacation when Einstein wrote that fateful  letter
to  Franklin  D.  Roosevelt  that led to the Manhattan  Project.   Peter  was
Einstein's  driver,  and  companion initiating  extensive  dialogue,  keeping
copious  notes, and storing and recording priceless memories.  Hear up  close
and personal tales of the sailor who couldn't swim, and the youth recalling a
professor's  admonishment not to pursue physics due to his single-mindedness.
We  have  ownership of the film, still photos, narration by Mr.  Buckey,  and
have  received numerous requests for development of the various products into
books, a documentary, photo exhibits, and similar entertainment venues.

     "Pages From A Rabbit Journal"T, a children's book and future film script
was  created by Dr. Smolanoff. The story is of The Rabbit Family's adventures
in  their  travels through the forest with many character developments  along
the path of their journey.  The story has been turned into a series of twenty-
two  minute  animated video episodes, each a cliffhanger and with a  positive
children's message.  The initial video episode, will serve as a pilot  for  a
television series which is contracted through Nightwing Entertainment  Group,
Inc.  to be shown on Fox Children's Network and/or Nickelodeon.  In addition,
Channel America, through a contract with Nightwing Entertainment Group,  Inc.
has  agreed  to show between 13 to 65 episodes of the series.    Further,  an
agreement is in place with Nightwing Entertainment Group, Inc. that  provides
for  Congress  Home Video to distribute a minimum of twelve of  each  episode
into approximately 22,000 video stores nationwide.

      The  Company's  principal executive offices  are  located  at  1850  E.
Flamingo Rd., Suite #111-A, Las Vegas, Nevada; telephone (702) 866-5858.

Management

    NAME AND ADDRESS      AGE            POSITION HELD-RELATIONSHIP
Michael Smolanoff         55    Chief Executive Officer, President, Director
Stan Teeple               50    Executive VP, Secretary, Treasurer, Director
Hyman Shwartzberg, MD     32    Director
Bruce Taffet              51    Director
Michael Smolanoff- Michael Smolanoff has been President and a Director of the
Company  since  its inception. From 1993 to present, Dr. Smolanoff  has  been
self-employed selling scripts, articles, and music. Dr. Michael Smolanoff has
over  30  years  of  experience  in creative development  fields.   He  is  a
Juilliard  graduate and past professor at Rutgers University and Philadelphia
Music  Academy.  He  has  written and produced a plethora  of  music  albums,
concerts,  children's programs,  and works for the theatre.  He is listed  in
the  International  Who's  Who  of  music,  Who's  Who  in  America,  Men  of
Achievement,  Outstanding  Young  Men  of  America,  and  the  Dictionary  of
Distinguished Americans.  He is the creator and developer of the "Tales of  a
Rabbit  Journal"  and  responsible for contract  development  to  place  this
animated  series with the Fox Kids Network as well as distribution agreements
for  placement  into retail video stores nationwide.  He is a member  of  the
National Academy of Television Arts and Sciences, and the American Society of
Composers, Authors and Publishers.

Stanley  L.  Teeple- Stan Teeple is Executive Vice President,  Secretary  and
Treasurer  from March, 1997 to present. From 1979 until present,  Mr.  Teeple
has  been  President  and Chief Executive Officer of  Stan  Teeple,  Inc.,  a
consulting  firm  specializing in business.  Stan  has  recently  joined  Dr.
Smolanoff  for  development  of  the various  assets  and  interests  in  the
marketplace.  Stan attended Business School at the University of Colorado and
has  a  strong national brands corporate background.  In Stan's 20 plus  year
career  as  a  management  consultant, sales and  marketing  consultant,  and
turnaround  specialist counts among his business specialties,  entertainment,
intellectual property licensing, food manufacturing, the travel industry  and
retailing  of everything from apparel to fast food.  His recent  client  list
includes,  United  Artists  Theatre  Circuit,  General  Mills,  Inc.,  United
Airlines, Inc., Kellogg's USA, Warner Lambert and Premiere Innovations, Inc.

Bruce  Taffet  Bruce  Taffet has been a Director of the Company  since  April
1998.  From  1979  until present Mr. Taffet has worked as an  executive  with
United  Artists  Theatre  Circuit. From 1995 until present,  Bruce  has  been
Executive Vice President of Concessions, Marketing, and Purchasing for United
Artists.   Mr.   Taffet  has  approximately  30  years  experience   in   the
entertainment industry. Starting in 1969, Bruce was the owner/operator of the
Orkin  Taffet Theatres in Jackson, Mississippi. Mr. Taffet has served  as  an
officer  or  director  with the National Association  of  Theatre  Operators,
National  Association of Concessionaires, Variety Club  of  America,  The  2%
Club, and MPP Pioneers.

Hyman  Shwarzberg, MD. Hyman Shwarzberg, MD, a Director of the Company  since
April  1998,  is  a  physician, entrepreneur and investor.  From  1994  until
present  Dr.  Shwarzberg has served as Assistant Professor  and  Director  of
Radiology  at Mount Sinai Medical Center-Queens Hospital Center Affiliate  in
New  York.  Dr.  Shwarzberg is a graduate of Yeshiva University Undergraduate
School and a graduate of Albert Einstein College of Medicine.

Legal Proceedings

     On November 22, 1999, Twin Faces East Entertainment Corporation filed  a
complaint against Daniel Covell in the U.S. District Court, District  of  New
Jersey.

Submission of Matters to Vote to Shareholders

      No  matter  was  submitted to a vote of security holders,  through  the
solicitation of proxies or otherwise, during the Company's fiscal year  ended
December 31, 1999.
Properties.

     The Company currently subleases 600 square feet of executive office space
at  1850  E. Flamingo Rd., Suite 111A, Las Vegas, Nevada 89119, on a month  to
month  basis at a cost of $800 per month starting June 1, 1999. The  space  is
for  general  administration and is sufficient for the current  needs  of  the
Company. We anticipate that we will require additional space in the future but
does  not  anticipate any difficulty in obtaining such space in its  immediate
vicinity at favorable rates.

                            OFFERING SHAREHOLDERS

The  following table lists the shares of Company common stock held by Michael
Smolanoff  and Stanley Teeple proposing to sell their shares, the  percentage
held  by  each,  and  the shares currently proposed to be reoffered  by  them
pursuant to this Prospectus.

Shareholder           Number of   New Shares     Percent      Percent of
                        Shares      Offered      Before       Total After
                                                Offering       Offering
Donald Stoecklein       49,660      33,000         1%             2%
TOTAL                               33,000
PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB,  and  its  latest
Quarterly  Reports  filed subsequent thereto, for quarter  ending  March  31,
1999, 2nd Quarter ending June 30, 1999, 3rd Quarter ending September 30, 1999
and  Form 10KSB ending December 31, 1999. These Annual, Quarterly and Current
Reports,  as  well  as  all other reports filed by the  Company  pursuant  to
Sections  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of  1934,
are  hereby incorporated by reference in this prospectus and may be  obtained
upon  the  oral or written request of any person to the Company  at  1850  E.
Flamingo  Rd., Suite #111-A, Las Vegas, Nevada 89119 telephone  number  (702)
866-5858

Incorporation of Documents by Reference.

The  registrant  incorporates the following documents by  reference  in  this
Registration Statement:

(a) The registrants Form 10SB filed for the year ended February 18, 1999;
(b) The  registrants Quarterly Report on Form 10-QSB for the  quarter  ending
    March 31, 1999.
(c) The  registrants Quarterly Report on Form 10-QSB for the  quarter  ending
    June 30, 1999.
(d) The  registrants Quarterly Report on Form 10-QSB for the  quarter  ending
    September 30, 1999.
(e) The registrants Form 10KSB for the year ending December 31, 1999
(f) The registrants Form 8-K filed June 30, 1999
(g) The registrants Form 8-K filed July 29, 1999
(h) The registrants Form 8-K filed October 5, 1999

Item 4. Description of Securities

General

     The Company's authorized capitalization is 20,000,000 shares, consisting
of  20,000,000  shares of Common Stock, par value $.001 per share,  of  which
4,517,349, (as of May 9, 2000 there were 4,484,349 shares outstanding) shares
will  be  issued and outstanding after issuance to the selling  shareholders,
and the additional shares, referred to in the preceding section.
Common Stock
      Holders  of  Common Stock are entitled to one vote per  share  on  each
matter  submitted  to vote at any meeting of shareholders. Shares  of  Common
Stock  do  not  carry cumulative voting rights and therefore,  holders  of  a
majority of the outstanding shares of Common Stock will be able to elect  the
entire board of directors and, if they do so, minority shareholders would not
be  able to elect any members to the board of directors. The Company's  board
of  directors has authority, without action by the Company's shareholders, to
issue  all  or  any portion of the authorized but unissued shares  of  Common
Stock,  which  would reduce the percentage ownership of the  Company  of  its
shareholders  and  which  may  dilute the book value  of  the  Common  Stock.
Shareholders of the Company have no pre-emptive rights to acquire  additional
shares  of  Common Stock. The Common Stock is not subject to  redemption  and
carries no subscription or conversion rights. In the event of liquidation  of
the  Company,  the  shares of Common Stock are entitled to share  equally  in
corporate  assets  after satisfaction of all liabilities. Holders  of  Common
Stock  are  entitled to receive such dividends as the board of directors  may
from  time to time declare out of funds legally available for the payment  of
dividends.  The Company has not paid dividends on its Common Stock  and  does
not anticipate that it will pay dividends in the foreseeable future.

Preferred Stock
      The  Company's  Articles of Incorporation authorizes  the  issuance  of
5,000,000 shares of preferred stock, $0.001 par value per share, of which  no
shares  were  outstanding as of the date of this filing. The Preferred  Stock
may be issued from time to time by the Board of Directors as shares of one or
more   classes  or  series.  Subject  to  the  provisions  of  the  Company's
Certificate  of Incorporation and limitations imposed by law,  the  Board  of
Directors  is expressly authorized to adopt resolutions to issue the  shares,
to  fix  the number of shares and to change the number of shares constituting
any  series,  and  to provide for or change the voting powers,  designations,
preferences  and  relative, participating, optional or other special  rights,
qualifications,  limitations  or  restrictions  thereof,  including  dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights  and liquidation preferences of the shares constituting any  class  or
series  of  the Preferred Stock, in each case without any further  action  or
vote by the stockholders.

      One of the effects of undesignated Preferred Stock may be to enable the
Board  of  Directors to render more difficult or to discourage an attempt  to
obtain  control  of  the Company by means of a tender offer,  proxy  contest,
merger  or  otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to  the  Board
of  Director's authority described above may adversely affect the  rights  of
holders  of Common Stock. For example, Preferred stock issued by the  Company
may  rank  prior  to  the  Common  Stock as to dividend  rights,  liquidation
preference  or  both,  may  have full or limited voting  rights  and  may  be
convertible into shares of Common Stock. Accordingly, the issuance of  shares
of  Preferred Stock may discourage bids for the Common Stock at a premium  or
may otherwise adversely affect the market price of the Common Stock.

Item 5.  Interests of Named Experts and Counsel

     The shares issued and subject to this registration are issued in lieu of
legal fees to Donald J. Stoecklein, counsel to the Company.

Item 6. Indemnification

     The  Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees  and  agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving  at the request of the corporation  as  a  director,
officer,  employee  or  agent  of  another  corporation,  partnership,  joint
venture,  trust  or other enterprise, against expenses, including  attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in  good faith and in a manner which he reasonably believed to be in  or  not
opposed  to the best interests of the corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction, or upon a plea of  nolo  contendere  or  its
equivalent, does not, of itself, create a presumption that the person did not
act  in good faith and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed  action
or  suit by or in the right of the corporation to procure a judgment  in  its
favor  by  reason of the fact that he is or was a director, officer, employee
or  agent  of  the corporation, or is or was serving at the  request  of  the
corporation as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against  expenses,
including  amounts  paid  in  settlement and  attorneys'  fees  actually  and
reasonably  incurred by him in connection with the defense or  settlement  of
the  action  or  suit  if he acted in good faith and in  a  manner  which  he
reasonably  believed  to be in or not opposed to the best  interests  of  the
corporation.  Indemnification may not be made for any claim, issue or  matter
as  to  which  such  a  person has been adjudged  by  a  court  of  competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to  the
corporation or for amounts paid in settlement to the corporation, unless  and
only to the extent that the court in which the action or suit was brought  or
other  court  of competent jurisdiction determines upon application  that  in
view  of  all  the  circumstances  of the case,  the  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.
     3.    To  the  extent that a director, officer, employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of  any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense
of  any  claim,  issue  or  matter therein, he must  be  indemnified  by  the
corporation  against  expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with the defense.
     4.   Any indemnification under subsections 1 and 2, unless ordered by  a
court  or  advanced pursuant to subsection 5, must be made by the corporation
only   as  authorized  in  the  specific  case  upon  a  determination   that
indemnification of the director, officer, employee or agent is proper in  the
circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.    The articles of incorporation, the bylaws or an agreement made  by
the  corporation  may  provide that the expenses of  officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the  corporation as they are incurred and in advance of the final disposition
of  the action, suit or proceeding, upon receipt of an undertaking by  or  on
behalf  of  the  director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation.  The provisions of this subsection do not  affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise  by
law.
     6.    The indemnification and advancement of expenses authorized  in  or
ordered by a court pursuant to this section:
   (a)  Does  not  exclude  any  other rights to  which  a  person  seeking
   indemnification or advancement of expenses may be entitled under the articles
   of  incorporation or any bylaw, agreement, vote of stockholders  or
   disinterested directors or otherwise, for either an action in his official
   capacity or an action in another capacity while holding his office, except
   that indemnification, unless ordered by a court pursuant to subsection 2 or
   for the advancement of expenses made pursuant to subsection 5, may not be
   made to or on behalf of any director or officer if a final adjudication
   establishes that his act or omissions involved intentional misconduct, fraud
   or a knowing violation of the law and was material to the cause of action.
   (b)  Continues  for  a person who has ceased to be a director,  officer,
    employee or agent and inures to the benefit of the heirs, executors and
    administrators of such a person.
Item 7. Exemption From Registration Claimed.

      All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof  covering
transactions not involving any public offering or not involving any   "offer"
or "sale".

Item 8. Exhibits.

3.1  Articles of Incorporation of registrant(1).
3.2  Bylaws (2).
5     Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement  on
Form 10SB, File No. 000-25415;
(2) Incorporated by reference from the registrants Registration Statement  on
Form 10SB, File No. 000-25415;
(3) Filed herewith.

Item 9. Undertakings.

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:
          (i)   To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
          (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, including (but not limited to) any addition
          or election of a managing underwriter.
(2)  That,  for the purpose of determining any liability under the Securities
Act  of 1933, each such post-effective amendment shall be deemed to be a  new
registration  statement relating to the securities offered therein,  and  the
offering  of such securities offered 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.
      The  undersigned  registrant hereby undertakes that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each  filing  of
the  Company's  annual  report pursuant to Section  13(a)  or  15(d)  of  the
Securities  Exchange Act of 1934 (and, where applicable, each  filing  of  an
employee  benefit  plan's  annual report pursuant to  Section  15(d)  of  the
Securities  Exchange Act of 1934) that is incorporated by  reference  in  the
registration  statement  shall be deemed to be a new  registration  statement
referring  to  the  securities offered therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial bona fide  offering
thereof.
      Insofar as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of  the  Company  pursuant  to the foregoing provisions,  or  otherwise,  the
Company  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
Company  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 Company will, unless in the opinion  of
its counsel that 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.
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 the City of Las Vegas, State of Nevada, on this
9th day of May 2000.

TWIN FACES EAST ENTERTAINMENT CORP.

By :/s/ Michael Smolanoff
       Michael Smolanoff, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed  by  the following  persons  in  the  capacities
indicated on August 23, 1999.

Signature                Title                         Date

/s/ Michael Smolanoff    President, Director                May 9, 2000
Michael Smolanoff

/s/ Stan Teeple               Secretary/Treasurer, Director      May 9, 2000
Stan Teeple

/s/ Hyman Shwartzberg    Director                           May 9, 2000
Hyman Shwartzberg

/s/ Bruce Taffet1        Director                           May 9, 2000
Bruce Taffet
EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein
ATTORNEY AT LAW
                                             Telephone (702) 794-2590
                                             Facsimile (702) 794-0744
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities

1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        May 9, 2000

Mr. Michael Smolanoff
President
TWIN FACES EAST ENTERTAINMENT CORP.
1850 E. Flamingo Rd., Suite #111-A
Las Vegas, Nevada 89119

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Smolanoff:

You have requested our opinion as to the legality of the registration by you,
Twin  Faces  East  Entertainment Corp. (the "Corporation") of  up  to  33,000
shares  of Common Stock ( the "shares") pursuant to a Registration Statement,
dated May 9, 2000, on Form S-8 ( the "Registration Statement") to be filed on
May 10, 2000:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the  Corporation,  as  amended  (the
     "Articles");

2.   The  Bylaws  of  the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The Corporation's 10SB filed February 18, 1999;

6.   The Corporation's 10-QSB for the first quarter 1999;

7.   The Corporation's 10-QSB for the second quarter 1999;

8.   The Corporation's 10-QSB for the third quarter 1999;

9.   The Corporation's 10KSB for the year ending December 31, 2000

10.  The Consultant and Employee Stock Compensation Plan; and

11.  Such  other  matters as we have deemed relevant in  order  to  form  our
     opinion.

In giving our opinion, we have assumed without investigation the authenticity
of  any document or instrument submitted to us as an original, the conformity
to  the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.

Based  upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration  Statement (provided that at least par value  is  paid  for  the
shares):  (i) will have been duly authorized, legally issued, fully paid  and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and  (iii) do not require a permit from any governmental agency.
Our  opinion  is  subject to the qualification that no opinion  is  expressed
herein as to the application of the state securities or Blue-Sky laws.

This  Opinion  is  furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this  opinion nor copies hereof may  be  relied  upon  by,
delivered  to,  or quoted in whole or in part to any governmental  agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.

                                        Yours Very Truly,

                                        /s/ Donald Stoecklein

                                        Donald J. Stoecklein
EXHIBIT 10
                  CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
AMENDED AND RESTATED MAY 2000 CONSULTANT
                                     AND
                      EMPLOYEE STOCK COMPENSATION PLAN
                     Twin Faces East Entertainment Corp.

                                     I.
                            Purpose of the Plan.

The  purpose  of  this  Plan  is to further the growth  of  Twin  Faces  East
Entertainment  Corp.  ("Twin Faces")  by allowing the Company  to  compensate
officers,  directors,  consultants and certain other persons  providing  bona
fide  services  to  the  Company  or to compensate  officers,  directors  and
employees  for  accrual of salary, through the award of  Twin  Face's  common
stock.

                                     II.
                                 Definitions

Whenever  used in this Plan, the following terms shall have the meanings  set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of Twin Faces.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the common stock, par value $ .001 per share, of Twin
Faces.

5.  "Date of Grant" means the day the Board of Directors authorizes the grant
of  an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.

6.  "Employee" means any person or entity that renders bona fide services  to
the  Company (including, without limitation, the following: a person employed
by the Company in a key capacity; an officer or director of Twin Faces or one
or  more  Subsidiaries;  a person or company engaged  by  the  Company  as  a
consultant; or a lawyer, law firm, accountant or accounting firm.

7.  "Subsidiary" means any corporation that is a subsidiary  with  regard  to
Twin Faces as that term is defined in Section 424(f) of the Code.

                                    III.
                         Effective Date of the Plan

The effective date of this Amended Plan is May 9, 2000.

                                     IV.
                         Administration of the Plan

The  Board  of Directors will be responsible for the administration  of  this
Plan,  and  will  grant  Awards  under this  Plan.  Subject  to  the  express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend  and
rescind  rules  and  regulations relating  to  it,  and  to  make  all  other
determinations   which  it  believes  to  be  necessary   or   advisable   in
administering this Plan. The determinations of the Board of Directors on  the
matters  referred  to  in  this Section shall be  conclusive.  The  Board  of
Directors  shall have sole and absolute discretion to amend  this  Plan.   No
member  of the Board of Directors shall be liable for any act or omission  in
connection with the administration of this Plan unless it resulted  from  the
member's willful misconduct.
V.
                          Stock Subject to the Plan

The  maximum  number  of shares of Common Stock as to  which  Awards  may  be
granted  under this Plan as of this date and subject to subsequent  amendment
is  33,000 shares. The Common Stock which is issued on grant of awards may be
authorized  but  unissued  shares  or  shares  which  have  been  issued  and
reacquired  by  Twin Faces. The Board of Directors may increase  the  maximum
number  of shares of Common Stock as to which Awards may be granted  at  such
time as it deems advisable.

                                     VI.
                     Persons Eligible to Receive Awards

Awards  may  be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                    VII.
                              Grants of Awards

Except  as  otherwise  provided herein, the Board  of  Directors  shall  have
complete  discretion to determine when and to which Employees or  Consultants
Awards  are  to be granted, and the number of shares of Common  Stock  as  to
which  awards  granted to each Employee or consultant will relate.  No  grant
will  be  made  if, in the judgment of the Board of Directors, such  a  grant
would  constitute a public distribution within the meaning of the  Securities
Act of 1933, as amended (the "Act"), or the rules and regulations promulgated
thereunder.  The Board of Directors upon approval of the issuance  of  shares
pursuant  to this plan shall provide as an exhibit, the party to whom  shares
are issued, and the number of shares issued.

                                    VIII.
                       Delivery of Stock Certificates

As promptly as practicable after authorizing the grant of an Award Twin Faces
shall  deliver to the person who is the recipient of the Award, a certificate
or  certificates registered in that person's name, representing the number of
shares of Common Stock that were granted.

                                     IX.
                                 Employment

Nothing  in  this  Plan  or in the grant of an Award shall  confer  upon  any
Employee or consultant the right to continue in the employ of the Company nor
shall  it interfere with or restrict in any way the rights of the Company  to
discharge any employee at any time for any reason whatsoever, with or without
cause.

                                     X.
                            Laws and Regulations

The  obligation of Twin Faces to sell and deliver shares of Common  Stock  on
the  grant of an Award under this Plan shall be subject to the condition that
counsel  for Twin Faces be satisfied that the sale and delivery thereof  will
not violate the Act or any other applicable laws, rules or regulations.

                                     XI.
                            Withholding of Taxes

If  subject  to withholding tax, the Company shall be authorized to  withhold
from  an  Employer's salary or other cash compensation such sums of money  as
are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares
to  satisfy  the  Company's withholding obligations. If the  Company  becomes
required  to  pay  withholding  tax to any federal,  state  or  other  taxing
authority as a result of the granting of an Award and the Employee  fails  to
provide  the  Company with the funds with which to pay that withholding  tax,
the  Company may withhold up to 50% of each payment of salary or bonus to the
Employee  (which  will  be  in addition to any other  required  or  permitted
withholding),  until  the  Company  has  been  reimbursed  for   the   entire
withholding tax it was required to pay.
XII.
                            Reservation of Shares

Twin  Faces shall at all times keep reserved for issuance on grant of  awards
under  this Plan a number of authorized but unissued or reacquired shares  of
Common Stock equal to the maximum number of shares Twin Faces may be required
to be issued on the grant of Awards under this Plan.

                                    XII.
                           Termination of the Plan

The Board of Directors may suspend or terminate this Plan at any time or from
time  to  time,  but no such action shall adversely affect the  rights  of  a
person granted an Award under this Plan prior to that date.

                                    XIV.
                              Delivery of Plan

A  Copy of this Plan shall be delivered to all participants, together with  a
copy  of  the resolution or resolutions of the Board of Directors authorizing
the   granting  of  the  Award  and  establishing  the  terms,  if  any,   of
participation.

No  dealer, salesman, or any other person has been authorized by the  Company
to  give  any  information or to make any representations  other  than  those
contained in this Prospectus in connection with the offering made hereby, and
if  given  or  made, such information or representations must not  be  relied
upon.  This  Prospectus  does  not  constitute  an  offer  to  sell  or   the
solicitation  of an offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an offer to buy,  to
any person in any jurisdiction in which such offer or sale would be unlawful.
Neither  the  delivery of this Prospectus nor any sale made  hereunder  shall
under  any circumstances create any implication that there has been no change
in  the affairs of the Company since any of the dates as of which information
is furnished or since the date of this Prospectus.