SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                    PACIFIC INTERNATIONAL HOLDING, INC.
                  ---------------------------------------
          (Exact Name of Registrant as Specified in its Charter)

              Utah                             87-0439580B
            --------                           -----------
  (State or Other Jurisdiction            (IRS Employer ID No.)
  of incorporation or organization)

                              0-30771
                              -------
                        (Commission File No.)


                 163-10 Northern Boulevard, Suite 202
                         Flushing, NY 11458
                      ------------------------
               (Address of Principal Executive Offices)

                           (718) 460-4728
                           --------------
           (Issuer's Telephone Number, including Area Code)

                 Consultant Compensation Agreement
              ---------------------------------------
                      (Full Title of the Plan)

                             Kitty Chow
                  163-10 Northern Boulevard, Suite 202
                         Flushing, NY 11458
                      ------------------------
                (Name and Address of Agent for Service)

                           (718) 460-4728
                           --------------
(Telephone Number, Including Area Code, of Agent for Service)

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

<PAGE>
                      CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------

Title of Each                     Proposed     Proposed
Class of                          Maximum      Maximum
Amount of
Securities to    Amount to        Price per    Aggregate
be Registered    be Registered    Unit/Share   Offering Price

Fee
 -----------------------------------------------------------------
$0.001 par
value common
voting stock     500,000            $.05        $25,000
$6.95 (1)
-----------------------------------------------------------------

       (1)  Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options covering
the underlying common stock to be issued under the Plan.

                          PART I
Item 1.  Plan Information.
- -------------------------
     Plan.
     ----

         A copy of the Consultant Compensation Agreement(the "Plan")is
attached hereto and incorporated herein by reference.

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

     Available Information.
     ---------------------

         Copies of the Plan, 10-KSB Annual Report of the Registrant, all
10-QSB Quarterly Reports, any Current Reports and/or proxy or information
statements filed with the Securities and Exchange Commission (the
"Commission") during the past twelve months have been provided to the Plan
participants.

           Additional information regarding the Registrant may be reviewed
at the Commission's web site www.sec.gov.

                      PART II

      Information Required in the Registration Statement
      --------------------------------------------------

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

          The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:

          (a)  The Registrant's 10-KSB;

          (b)  All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;

          (c)  Not applicable.

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

Item 4.  Description of Securities.
- -----------------------------------

          The Registrant is authorized to issue $0.001 par value common
voting stock.

          The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and liquidation.
All shares of common stock are entitled to one vote on all matters; there
are no pre-emptive rights and cumulative voting is not allowed.  The common
stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the
holders of common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities.

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

          None.

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

          Under Utah corporation law, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in
the right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.

          The applicable sections of Utah law concerning indemnification
are set forth below:

     Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.

      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 attorneys'
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, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.


      Authorization required for discretionary indemnification; advancement
of expenses; limitation on indemnification and advancement of expenses.

      1.  Any discretionary indemnification unless ordered by a court or
advanced pursuant to subsection 2, may 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
of directors who were not parties to the action, suit or proceeding;
      (c) If a majority vote of a quorum consisting of directors who were not
parties to the action, 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
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

      2.  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 action, 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 the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.

      3.  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 for the advancement
of expenses made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that his acts 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.
- ---------------------------------------------

     None.

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

Exhibit
Number
- ------

  5     Opinion Regarding Legality

 23.1   Consent of Michael L. Labertew, Esq.

 23.2   Consent of David T. Thomson, P.C.

 99     Consultant Compensation Agreement

          Counterpart Signature Pages

          Participant Letters


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

          The undersigned Registrant hereby undertakes:

          (a)  (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 (the "1933 Act");

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

                    (iii)     To include any additional or changed material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, only to the
extent required by the general rules and regulations of the Commission.

               (2)  That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

          (b)  That for purposes of determining any liability under the
1933 Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive officers and
controlling persons of the Registrant as outlined above or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, executive officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, executive officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.





                              SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the date or dates appearing opposite the
respective signatures hereto.

                              REGISTRANT:

     Date: 6/28/2001         By: /s/ Kitty Chow
                              -----------------------------
                              Kitty Chow, President


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


Date: 6/28/2001              By: /s/ Kitty Chow
                              -------------------------
                              Kitty Chow, President and
                              Director
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SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                    PACIFIC INTERNATIONAL HOLDING, INC.
                  ---------------------------------------
          (Exact Name of Registrant as Specified in its Charter)

              Utah                             87-0439580B
            --------                           -----------
  (State or Other Jurisdiction            (IRS Employer ID No.)
  of incorporation or organization)

                              0-30771
                              -------
                        (Commission File No.)

                 163-10 Northern Boulevard, Suite 202
                         Flushing, NY 11458
                      ------------------------
               (Address of Principal Executive Offices)

                           (718) 460-4728
                           --------------
           (Issuer's Telephone Number, including Area Code)

                 Consultant Compensation Agreement
              ---------------------------------------
                      (Full Title of the Plan)

                             Kitty Chow
                  163-10 Northern Boulevard, Suite 202
                         Flushing, NY 11458
                      ------------------------
                (Name and Address of Agent for Service)

                           (718) 460-4728
                           --------------
(Telephone Number, Including Area Code, of Agent for Service)

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

Title of Each                     Proposed     Proposed
Class of                          Maximum      Maximum
Amount of
Securities to    Amount to        Price per    Aggregate
be Registered    be Registered    Unit/Share   Offering Price

Fee
 -----------------------------------------------------------------
$0.001 par
value common
voting stock     500,000            $.05        $25,000
$6.95 (1)
-----------------------------------------------------------------

       (1)  Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options covering
the underlying common stock to be issued under the Plan.

                          PART I
Item 1.  Plan Information.
- -------------------------
     Plan.
     ----

         A copy of the Consultant Compensation Agreement(the "Plan")is
attached hereto and incorporated herein by reference.

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

     Available Information.
     ---------------------

         Copies of the Plan, 10-KSB Annual Report of the Registrant, all
10-QSB Quarterly Reports, any Current Reports and/or proxy or information
statements filed with the Securities and Exchange Commission (the
"Commission") during the past twelve months have been provided to the Plan
participants.

           Additional information regarding the Registrant may be reviewed
at the Commission's web site www.sec.gov.

                      PART II

      Information Required in the Registration Statement
      --------------------------------------------------

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

          The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:

          (a)  The Registrant's 10-KSB;

          (b)  All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;

          (c)  Not applicable.

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

Item 4.  Description of Securities.
- -----------------------------------

          The Registrant is authorized to issue $0.001 par value common
voting stock.

          The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and liquidation.
All shares of common stock are entitled to one vote on all matters; there
are no pre-emptive rights and cumulative voting is not allowed.  The common
stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the
holders of common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities.

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

          None.

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

          Under Utah corporation law, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in
the right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.

          The applicable sections of Utah law concerning indemnification
are set forth below:

     Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.

      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 attorneys'
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, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.

      Authorization required for discretionary indemnification; advancement
of expenses; limitation on indemnification and advancement of expenses.

      1.  Any discretionary indemnification unless ordered by a court or
advanced pursuant to subsection 2, may 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
of directors who were not parties to the action, suit or proceeding;
      (c) If a majority vote of a quorum consisting of directors who were not
parties to the action, 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
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

      2.  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 action, 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 the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.

      3.  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 for the advancement
of expenses made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that his acts 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.
- ---------------------------------------------

     None.

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

Exhibit
Number
- ------

  5     Opinion Regarding Legality

 23.1   Consent of Michael L. Labertew, Esq.

 23.2   Consent of David T. Thomson, P.C.

 99     Consultant Compensation Agreement

          Counterpart Signature Pages

          Participant Letters

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

          The undersigned Registrant hereby undertakes:

          (a)  (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 (the "1933 Act");

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

                    (iii)     To include any additional or changed material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, only to the
extent required by the general rules and regulations of the Commission.

               (2)  That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

          (b)  That for purposes of determining any liability under the
1933 Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive officers and
controlling persons of the Registrant as outlined above or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, executive officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, executive officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                              SIGNATURES

          Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the date or dates appearing opposite the
respective signatures hereto.

                              REGISTRANT:

     Date: 6/28/2001         By: /s/ Kitty Chow
                              -----------------------------
                              Kitty Chow, President

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

Date: 6/28/2001              By: /s/ Kitty Chow
                              -------------------------
                              Kitty Chow, President and
                              Director