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

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON FEBRUARY 23, 2004

                         REGISTRATION  NO.  333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             OHANA ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                  95-2312900
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                                7275 MURDY CIRCLE
                        HUNTINGTON BEACH, CALIFORNIA 92647
                                  310-456-3199
               (Address, Including Zip Code, and Telephone Number,
             Including Area Code, of Registrant's Executive Offices)

                              CONSULTING AGREEMENTS

                               CATHERINE THOMPSON
                             CHIEF FINANCIAL OFFICER
                             OHANA ENTERPRISES, INC.
                               7275 MURDY CIRCLE
                        HUNTINGTON BEACH, CALIFORNIA 92647
                                  310-456-3199
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                             -----------------------
                                    COPY TO:
                             CATHRYN S. GAWNE, ESQ.
                            SILICON VALLEY LAW GROUP
                        152 NORTH THIRD STREET, SUITE 900
                           SAN JOSE, CALIFORNIA 95112
                                 (408) 286-6100


                                        1
<PAGE>
If  any  of  the securities being registered on this Form are being offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  check  the  following  box.  [X]

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------

                                         PROPOSED           PROPOSED
                                         MAXIMUM            MAXIMUM       AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE    OFFERING PRICE      AGGREGATE     REGISTRATION
TO BE REGISTERED       REGISTERED     PER SHARE (1)    OFFERING PRICE        FEE
------------------------------------------------------------------------------------
<S>                  <C>             <C>               <C>              <C>
Common Stock,
 $.001 par value     4,261,470 shares  $       0.14    $   596,605.80   $ 75.59

Total                4,261,470 shares  $       0.14    $   596,605.80   $ 75.59
------------------------------------------------------------------------------------

(1)     Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
</TABLE>


                                        2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in this Part I are being
separately  provided  to  the  Registrant's  consultants  as  specified  by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.


                                        3
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  filed  by the Registrant with the Securities and
Exchange  Commission  are  hereby incorporated by reference in this registration
statement:

     (a)  The Registrant's Annual Report on Form 10-KSB for the year ended June
30,  2003,  filed  with  the  Securities  and  Exchange  Commission;

     (b)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the quarterly
period ended  September 30, 2003, filed  with  the  Securities  and  Exchange
Commission;
     (c)  All  other  documents  filed by the Company pursuant to Section 13(a),
13(c),  14  or  15(d)  of  the  Securities Exchange Act of 1934, as amended (the
"Exchange  Act")  since  the end of the fiscal year covered by the Annual Report
referred  to  in  (a)  above.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     The  Registrant's  common  stock  is  registered  under  Section  12 of the
Exchange  Act;  however,  there is no current registration statement filed under
the  Exchange  Act  containing a description of such common stock. The following
describes  the  Registrant's  common  stock:

     Subject  to the rights of holders of any series of preferred stock that may
from  time  to  time be issued, holders of common stock are entitled to one vote
per  share  on  matters  acted  upon at any stockholders' meeting, including the
election of directors, and to dividends when, as and if declared by the Board of
Directors  out  of  funds  legally  available  therefore. There is no cumulative
voting  and the common stock is not redeemable. In the event of any liquidation,
dissolution  or  winding  up  of  the Registrant, each holder of common stock is
entitled  to  share  ratably in all assets of the Registrant remaining after the
payment  of  liabilities  and  any  amounts  required  to  be paid to holders of
preferred  stock,  if  any.  Holders  of  common  stock  have  no  preemptive or
conversion  rights  and  are  not  subject  to further calls or assessments. All
shares of common stock now outstanding are fully paid and non-assessable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.


                                        1
<PAGE>
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The Registrant's Bylaws require the Registrant to indemnify, to the fullest
extent allowed by applicable law, any person who serves or who has served at any
time  as a director or an officer of the Registrant, and any director or officer
who,  at  the  request  of the Registrant, serves or at any time has served as a
director  or  officer,  employee,  or  agent  of  another  corporation,  or of a
partnership,  joint  venture,  trust,  enterprise or nonprofit entity, including
service  with respect to employee benefit plans, against any and all liabilities
and loss suffered and reasonable expenses incurred in connection with any claim,
action,  suit,  or proceeding to which such director or officer is made a party,
or  which  may  be  asserted  against him, because he is or was a director or an
officer.

     Section  145  of  the  Delaware  General  Corporation Law  authorizes the
indemnification  of  directors and officers against liability incurred by reason
of  being a director, officer, employee or agent and against expenses (including
attorney's  fees),  judgments, fines and amounts paid in settlement actually and
reasonably  incurred  in  connection  with any threatened, pending, or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative.  Unless  an  action  is  brought  by,  or  in  the  right  of the
corporation,  this  indemnification applies where the indemnified party acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests  of  the  corporation.  Indemnification  in  criminal actions or
proceedings  is  available where the officer or director had no reasonable cause
to  believe  his  conduct  was  unlawful.

     The  above  discussion  of the Registrant's Bylaws and the Delaware General
Corporations  Law is only a summary and is qualified in its entirety by the full
text  of  each  of  the  foregoing.
..

ITEM  8.  EXHIBITS.

     The following Exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
Exhibit Number          Description of Exhibit
--------------          ----------------------
<C>                     <S>

5.1                     Opinion of Silicon Valley Law Group.

23.1                    Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.

23.2                    Consent of Silicon Valley Law Group (included in Exhibit 5.1).

99.1                    Consulting Agreement, dated August 25, 2003, by and between
                        Interactive Ideas Consulting Group and the Registrant.

99.2                    Amendment to Consulting Agreement, dated as of January 2,2004, by
                        and between Interactive Ideas Consulting Group and the
                        Registrant.

99.3                    Letter Agreement, dated February 13, 2004 with the Law Offices of
                        David L. Kagel.

99.4                    Compensation Agreement dated as of February 18, 2004, by and between
                        David L. Kagel Esq. and the registrant

99.5                    Consulting Agreement dated January 2, 2004 by and between
                        808 Technologies, Inc.
</TABLE>
                                        2
<PAGE>





ITEM 9.     UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  or  any material change to such information in the
registration  statement.

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

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

     (b)  The  undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant  pursuant  to the provisions described under Item 6
above,  or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by  the  registrant  of  expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person  in connection with the securities being registered, the registrant will,
unless  in the opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  of  1933 and will be governed by the final adjudication of such
issue.


                                        3
<PAGE>
                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City of Malibu, State of California, on February 23, 2004.

                                                OHANA  ENTERPRISES,  INC.

                                             By:  /s/  Catherine  Thompson
                                                --------------------------------
                                                Catherine  Thompson
                                                Chief  Financial  Officer
                                                (Principal Financial Officer and
                                                 Principal Financial Officer)

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

<TABLE>
<CAPTION>
SIGNATURE                              TITLE                       DATE
---------                              -----                       ----
<S>                           <C>                           <C>



/s/ Catherine Thompson        Chief Financial Officer      FEBRUARY 23, 2004
-----------------------       and a Director               ------------------
Catherine Thompson


/s/                           Director
-----------------------                                    ------------------
Michael Avatar


/s/ Dennis Thompson           Director                     FEBRUARY 23, 2004
-----------------------                                    ------------------
Dennis Thompson


</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX

     The following Exhibits are filed as part of this registration statement:


Exhibit Number       Description of Exhibit
--------------       ----------------------
<C>                  <S>

5.1                     Opinion of Silicon Valley Law Group.

23.1                    Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.

23.2                    Consent of Silicon Valley Law Group (included in Exhibit 5.1).

99.1                    Consulting Agreement, dated August 25, 2003, by and between
                        Interactive Ideas Consulting Group and the Registrant.

99.2                    Amendment to Consulting Agreement, as of January 2, 2004, by
                        and between Interactive Ideas Consulting Group and the
                        Registrant.

99.3                    Letter Agreement, dated February 13, 2004 with the Law Offices of
                        David L. Kagel.

99.4                    David L. Kagel Compensation Agreement.

99.5                    Consulting Agreement dated January 2, 2004 by and between
                        808 Technologies, Inc.

</TABLE>


                                        5
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "ohanas8draft.txt", "secsgml_size_bytes": 15625}]
{"company-data": {"conformed-name": "OHANA ENTERPRISES", "cik": "0000030966", "assigned-sic": "7389", "irs-number": "952312900", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113014", "film-number": "04621715"}, "business-address": {"street1": "268 WEST 400 SOUTH SUITE 300", "city": "SALT LAKE CITY", "state": "X1", "zip": "84101", "phone": "801-575-8073"}, "mail-address": {"street1": "2899 AGOURA RD", "street2": "STE 168", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "95112"}, "former-company": [{"former-conformed-name": "ERLY INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "EARLY CALIFORNIA INDUSTRIES INC", "date-changed": "19851202"}, {"former-conformed-name": "EARLY CALIFORNIA FOODS INC", "date-changed": "19700114"}]}
================================================================================

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON FEBRUARY 23, 2004

                         REGISTRATION  NO.  333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             OHANA ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                  95-2312900
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                                7275 MURDY CIRCLE
                        HUNTINGTON BEACH, CALIFORNIA 92647
                                  310-456-3199
               (Address, Including Zip Code, and Telephone Number,
             Including Area Code, of Registrant's Executive Offices)

                              CONSULTING AGREEMENTS

                               CATHERINE THOMPSON
                             CHIEF FINANCIAL OFFICER
                             OHANA ENTERPRISES, INC.
                               7275 MURDY CIRCLE
                        HUNTINGTON BEACH, CALIFORNIA 92647
                                  310-456-3199
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                             -----------------------
                                    COPY TO:
                             CATHRYN S. GAWNE, ESQ.
                            SILICON VALLEY LAW GROUP
                        152 NORTH THIRD STREET, SUITE 900
                           SAN JOSE, CALIFORNIA 95112
                                 (408) 286-6100

                                        1
If  any  of  the securities being registered on this Form are being offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  check  the  following  box.  [X]
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------

                                         PROPOSED           PROPOSED
                                         MAXIMUM            MAXIMUM       AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE    OFFERING PRICE      AGGREGATE     REGISTRATION
TO BE REGISTERED       REGISTERED     PER SHARE (1)    OFFERING PRICE        FEE
------------------------------------------------------------------------------------
Common Stock,
 $.001 par value     4,261,470 shares  $       0.14    $   596,605.80   $ 75.59

Total                4,261,470 shares  $       0.14    $   596,605.80   $ 75.59
------------------------------------------------------------------------------------

(1)     Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in this Part I are being
separately  provided  to  the  Registrant's  consultants  as  specified  by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  filed  by the Registrant with the Securities and
Exchange  Commission  are  hereby incorporated by reference in this registration
statement:

     (a)  The Registrant's Annual Report on Form 10-KSB for the year ended June
30,  2003,  filed  with  the  Securities  and  Exchange  Commission;

     (b)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the quarterly
period ended  September 30, 2003, filed  with  the  Securities  and  Exchange
Commission;
     (c)  All  other  documents  filed by the Company pursuant to Section 13(a),
13(c),  14  or  15(d)  of  the  Securities Exchange Act of 1934, as amended (the
"Exchange  Act")  since  the end of the fiscal year covered by the Annual Report
referred  to  in  (a)  above.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     The  Registrant's  common  stock  is  registered  under  Section  12 of the
Exchange  Act;  however,  there is no current registration statement filed under
the  Exchange  Act  containing a description of such common stock. The following
describes  the  Registrant's  common  stock:

     Subject  to the rights of holders of any series of preferred stock that may
from  time  to  time be issued, holders of common stock are entitled to one vote
per  share  on  matters  acted  upon at any stockholders' meeting, including the
election of directors, and to dividends when, as and if declared by the Board of
Directors  out  of  funds  legally  available  therefore. There is no cumulative
voting  and the common stock is not redeemable. In the event of any liquidation,
dissolution  or  winding  up  of  the Registrant, each holder of common stock is
entitled  to  share  ratably in all assets of the Registrant remaining after the
payment  of  liabilities  and  any  amounts  required  to  be paid to holders of
preferred  stock,  if  any.  Holders  of  common  stock  have  no  preemptive or
conversion  rights  and  are  not  subject  to further calls or assessments. All
shares of common stock now outstanding are fully paid and non-assessable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

                                        1
ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The Registrant's Bylaws require the Registrant to indemnify, to the fullest
extent allowed by applicable law, any person who serves or who has served at any
time  as a director or an officer of the Registrant, and any director or officer
who,  at  the  request  of the Registrant, serves or at any time has served as a
director  or  officer,  employee,  or  agent  of  another  corporation,  or of a
partnership,  joint  venture,  trust,  enterprise or nonprofit entity, including
service  with respect to employee benefit plans, against any and all liabilities
and loss suffered and reasonable expenses incurred in connection with any claim,
action,  suit,  or proceeding to which such director or officer is made a party,
or  which  may  be  asserted  against him, because he is or was a director or an
officer.

     Section  145  of  the  Delaware  General  Corporation Law  authorizes the
indemnification  of  directors and officers against liability incurred by reason
of  being a director, officer, employee or agent and against expenses (including
attorney's  fees),  judgments, fines and amounts paid in settlement actually and
reasonably  incurred  in  connection  with any threatened, pending, or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative.  Unless  an  action  is  brought  by,  or  in  the  right  of the
corporation,  this  indemnification applies where the indemnified party acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests  of  the  corporation.  Indemnification  in  criminal actions or
proceedings  is  available where the officer or director had no reasonable cause
to  believe  his  conduct  was  unlawful.

     The  above  discussion  of the Registrant's Bylaws and the Delaware General
Corporations  Law is only a summary and is qualified in its entirety by the full
text  of  each  of  the  foregoing.
..

ITEM  8.  EXHIBITS.

     The following Exhibits are filed as part of this registration statement:
Exhibit Number          Description of Exhibit
--------------          ----------------------
5.1                     Opinion of Silicon Valley Law Group.

23.1                    Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.

23.2                    Consent of Silicon Valley Law Group (included in Exhibit 5.1).

99.1                    Consulting Agreement, dated August 25, 2003, by and between
                        Interactive Ideas Consulting Group and the Registrant.

99.2                    Amendment to Consulting Agreement, dated as of January 2,2004, by
                        and between Interactive Ideas Consulting Group and the
                        Registrant.

99.3                    Letter Agreement, dated February 13, 2004 with the Law Offices of
                        David L. Kagel.

99.4                    Compensation Agreement dated as of February 18, 2004, by and between
                        David L. Kagel Esq. and the registrant

99.5                    Consulting Agreement dated January 2, 2004 by and between
                        808 Technologies, Inc.
2
ITEM 9.     UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  or  any material change to such information in the
registration  statement.

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

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

     (b)  The  undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant  pursuant  to the provisions described under Item 6
above,  or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by  the  registrant  of  expenses  incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person  in connection with the securities being registered, the registrant will,
unless  in the opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  of  1933 and will be governed by the final adjudication of such
issue.

                                        3
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City of Malibu, State of California, on February 23, 2004.

                                                OHANA  ENTERPRISES,  INC.

                                             By:  /s/  Catherine  Thompson
                                                --------------------------------
                                                Catherine  Thompson
                                                Chief  Financial  Officer
                                                (Principal Financial Officer and
                                                 Principal Financial Officer)

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.
SIGNATURE                              TITLE                       DATE
---------                              -----                       ----
/s/ Catherine Thompson        Chief Financial Officer      FEBRUARY 23, 2004
-----------------------       and a Director               ------------------
Catherine Thompson

/s/                           Director
-----------------------                                    ------------------
Michael Avatar

/s/ Dennis Thompson           Director                     FEBRUARY 23, 2004
-----------------------                                    ------------------
Dennis Thompson
4
EXHIBIT INDEX

     The following Exhibits are filed as part of this registration statement:

Exhibit Number       Description of Exhibit
--------------       ----------------------
5.1                     Opinion of Silicon Valley Law Group.

23.1                    Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.

23.2                    Consent of Silicon Valley Law Group (included in Exhibit 5.1).

99.1                    Consulting Agreement, dated August 25, 2003, by and between
                        Interactive Ideas Consulting Group and the Registrant.

99.2                    Amendment to Consulting Agreement, as of January 2, 2004, by
                        and between Interactive Ideas Consulting Group and the
                        Registrant.

99.3                    Letter Agreement, dated February 13, 2004 with the Law Offices of
                        David L. Kagel.

99.4                    David L. Kagel Compensation Agreement.

99.5                    Consulting Agreement dated January 2, 2004 by and between
                        808 Technologies, Inc.
5