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

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


                              SNELLING TRAVEL, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



           Nevada                                               58-2368425
-------------------------------                            -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               4636 Village Drive
                            Fernandina, Florida 32034
           -----------------------------------------------------------
           (Address of Principal Executive Offices including zip code)


                     Compensation and Consulting Agreements
                     --------------------------------------
                            (Full name of the plans)


                                 Gregory Simonds
                               4636 Village Drive
                            Fernandina, Florida 32034
                     (Name and address of agent for service)
                                 (904) 261-7711
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


       Approximate Date of Commencement of Proposed Sales under the Plan:

   As soon as practicable after this Registration Statement becomes effective
   --------------------------------------------------------------------------


                            Total Number of Pages: 8
                                                  ---

              Exhibit Index begins on sequentially numbered page: 8
                                                                 ---
<PAGE>


                         CALCULATION OF REGISTRATION FEE


 Title of                        Proposed          Proposed
Securities   Maximum Amount      Maximum           Amount of
  to be         to be            Offering          Aggregate       Registration
Registered    Registered      Price per Share    Offering Price        Fee
----------    ----------      ---------------    --------------    ------------

$.01 par      6,000,000           $0.37(1)        $2,220,000          $203.00

---------------
(1) Pursuant to Rule 457(h),  the maximum  aggregate  offering price  (estimated
solely  for the  purpose  of  calculating  the  registration  fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of August
6, 2002): 6,000,000 shares with a value of $0.37 per share.

<PAGE>


                                     PART I

               INFORMATION REQUIRED BY THE REGISTRATION STATEMENT

Item 1. Plan Information.

     Snelling  Travel,  Inc. has previously  entered into  agreements with third
party  consultants,  officers,  directors  and attorneys for the issuance of our
common  stock  in  exchange  for  services  these   individuals   provided.   In
consideration  for increasing the scope of the continuing  services rendered and
to be  rendered to the Company  until such time as we generate  sufficient  cash
flow from  operations,  and in order to compensate  our  consultants,  officers,
directors and  attorneys,  we prepared this Form S-8  registration  statement to
provide for the issuance of shares, as described below.

     We have agreed to issue up to 6,000,000 shares for corporate consulting and
legal  services  to us as well as for the  payment  of  compensation  to certain
officers and directors.

Item 2. Registrant Information and Employee Plan Annual Information.

     We shall provide consultants,  officers,  directors and attorneys,  without
charge  upon  their  written  or oral  request  the  documents  incorporated  by
reference herein in Item 3 of Part II of this Registration  Statement.  We shall
also provide the consultants and attorneys,  without charge,  upon their written
or oral  request,  with all other  documents  required to be  delivered  to them
pursuant  to Rule  428(b)  under  the Act.  Any and all such  requests  shall be
directed  to us at our  place of  business  as  reflected  in this  Registration
Statement.

                                     PART II

                 INFORMATION REQUIRED IN 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:

     (A)  Forms 10-KSB filed April 15, 2002 and March 27, 2001;

     (B)  Form 10-KSB filed May 20, 2002;

     (C)  All other  reports  which may be filed by the  Registrant  pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of
          the fiscal year covered by Registrant's Form 10-KSB for the year ended
          December 31, 2001,  prior to the filing of a post effective  amendment
          to this  Registration  Statement  which  indicates that all securities
          offered  have  been  sold or which  deregisters  all  securities  then
          remaining unsold.

<PAGE>


     (D)  Any  statement  contained in a document  incorporated  or deemed to be
          incorporated  by  reference  herein  shall be deemed to be modified or
          superseded for purposes of this  Registration  Statement to the extent
          that a statement  contained herein or in any other  subsequently filed
          document  which also is or is deemed to be  incorporated  by reference
          herein  modifies  or  supersedes  such  statement.  Any  statement  so
          modified or superseded  shall not be deemed,  except as so modified or
          superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     We are registering up to 6,000,000 shares of our common stock, par value of
$0.00 per share.  Each  holder of our common  stock is  entitled to one vote per
share of common  stock  standing  in such  holder's  name on our records on each
matter submitted to a vote of our stockholders,  except as otherwise required by
law.  Holders of our common stock do not have  cumulative  voting rights so that
the holders of more than 50% of the  combined  shares of our common stock voting
for the election of directors  may elect all of the  directors if they choose to
do so and, in that  event,  the  holders of the  remaining  shares of our common
stock will not be able to elect any members to our board of  directors.  Holders
of our common  stock are  entitled to equal  dividends  and  distributions,  per
share,  when,  as and if declared by our board of directors  from funds  legally
available.  Holders  of our  common  stock do not  have  pre-emptive  rights  to
subscribe  for any of our  securities  nor are any  shares of our  common  stock
redeemable or  convertible  into any of our other  securities.  If we liquidate,
dissolve  or wind up our  business  or  affairs,  our assets  will be divided up
pro-rata on a share-for-share  basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Officers and Directors.

     Under the Nevada Business Associations Act (the "Business Association Act")
Title 7,  Chapter 78,  directors of the Company will be liable to the Company or
its  shareholders  for (a) the amount of a  financial  benefit  received  by the
director to which the director is not entitled; (b) an intentional infliction of
harm on the Company or its shareholders;  (c) certain unlawful  distributions to
shareholders; and (d) an intentional violation of criminal law. These provisions
do not limit or eliminate the rights of the Company or any  shareholder  to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care.

     The Company's  Articles  require the Company to indemnify each director and
officer of the  Company and his or her  respective  heirs,  administrators,  and
executors against all liabilities and expenses reasonably incurred in connection
with any action,  suit,  or proceeding to which he or she may be made a party by
reason  of the  fact  that  he or she is or was a  director  or  officer  of the
Company,  to the full  extent  permitted  by the laws of the state of Nevada now

<PAGE>


existing or as such laws may hereafter be amended.  The expenses of officers and
directors incurred in defending a civil or criminal action,  suit, or proceeding
shall be paid by the  Company 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 or she is not
entitled to be indemnified by the Company.

     The Company may, at the discretion of the board of directors, indemnify any
person  who  is or  was a  party  or is  threatened  to be  made  party  to  any
threatened,  pending,  or  completed  action  or suit by or in the  right of the
Company to procure a judgment  in its favor by reason of the fact that he or she
is or was a director,  officer,  employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another  company,  partnership,  joint  venture,  trust or other  enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in  connection  with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not  opposed to the best  interest  of the  Company,  except that no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent  that the court in which the  action or suit was  brought
shall  determine on the application  that despite the  adjudication of liability
but in the view of all  circumstances  of the case,  the  person  is fairly  and
reasonably entitled to indemnity for such expenses as to the court deems proper.

     The Company's Bylaws permit the Company to purchase and maintain  insurance
on behalf of any Director, Officer, Agent or employee whether or not the Company
would have the power to  indemnify  such person  against the  liability  insured
against.

Item 7. Exemption from Registration Claimed.

     Not Applicable


Item 8. Exhibits:

     Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed:

     Exhibit I. See Exhibits in Exhibit Index following the Signature Page.

Item 9. Undertakings:

     We hereby undertake:

     (a) 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.

<PAGE>


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

     (c) That for the purpose of determining  any liability under the Securities
Act of 1933, as amended,  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.

     (d) We hereby undertake that, for the purposes of determining any liability
under the Securities  Act of 1933, as amended,  each filing of our 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.

     (e) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise,  the we have 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 against
such  liabilities  (other than  payment by us of expenses  paid or incurred by a
director,  officer or controlling  person of us 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,  we will,  unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>


                                 SIGNATURE PAGE
                                 --------------

     Pursuant to the requirements of the Securities Act of 1933, as amended,  we
certify  that we have  reasonable  grounds  to  believe  that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  Registration
Statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fernandina,  the state of Florida, on the 12th day of
August, 2002.


                                                     Snelling Travel, Inc.




                                                     /s/ Rollins C. Snelling, Jr
                                                     ---------------------------
                                               By:   Rollins C. Snelling, Jr
                                                     ---------------------------
                                            Title:   President and Director
                                                     ---------------------------



     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration  Statements  has  been  signed  by  the  following  persons  in the
capacities and on the date indicated.


Dated:       Fernandina, Florida
             August 12, 2002



                                                     Snelling Travel, Inc.




                                                     /s/ Rollins C. Snelling, Jr
                                                     ---------------------------
                                               By:   Rollins C. Snelling, Jr
                                                     ---------------------------
                                            Title:   President and Director
                                                     ---------------------------
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NUMBER   ITEM
--------------   ----

5.1              Opinion regarding legality by Law Office of L. Van Stillman, PA

23.1             Letter on audit report (consent of independent auditors)
                 from Horton & Company, LLC
[{"type": "S-8", "sequence": "1", "filename": "snells8_8092002.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15939}]
{"company-data": {"conformed-name": "SNELLING TRAVEL INC", "cik": "0001077568", "assigned-sic": "9995", "irs-number": "582368425", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97997", "film-number": "02728407"}, "business-address": {"street1": "55 PHARR ROAD", "street2": "SUITE A-207", "city": "ATLANTA", "state": "GA", "zip": "30305", "phone": "4048410111"}, "mail-address": {"street1": "55 PHARR ROAD", "street2": "SUITE A-207", "city": "ATLANTA", "state": "GA", "zip": "30305"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              SNELLING TRAVEL, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Nevada                                               58-2368425
-------------------------------                            -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               4636 Village Drive
                            Fernandina, Florida 32034
           -----------------------------------------------------------
           (Address of Principal Executive Offices including zip code)

                     Compensation and Consulting Agreements
                     --------------------------------------
                            (Full name of the plans)

                                 Gregory Simonds
                               4636 Village Drive
                            Fernandina, Florida 32034
                     (Name and address of agent for service)
                                 (904) 261-7711
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

       Approximate Date of Commencement of Proposed Sales under the Plan:

   As soon as practicable after this Registration Statement becomes effective
   --------------------------------------------------------------------------

                            Total Number of Pages: 8
                                                  ---

              Exhibit Index begins on sequentially numbered page: 8
                                                                 ---
CALCULATION OF REGISTRATION FEE

 Title of                        Proposed          Proposed
Securities   Maximum Amount      Maximum           Amount of
  to be         to be            Offering          Aggregate       Registration
Registered    Registered      Price per Share    Offering Price        Fee
----------    ----------      ---------------    --------------    ------------

$.01 par      6,000,000           $0.37(1)        $2,220,000          $203.00

---------------
(1) Pursuant to Rule 457(h),  the maximum  aggregate  offering price  (estimated
solely  for the  purpose  of  calculating  the  registration  fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of August
6, 2002): 6,000,000 shares with a value of $0.37 per share.
PART I

               INFORMATION REQUIRED BY THE REGISTRATION STATEMENT

Item 1. Plan Information.

     Snelling  Travel,  Inc. has previously  entered into  agreements with third
party  consultants,  officers,  directors  and attorneys for the issuance of our
common  stock  in  exchange  for  services  these   individuals   provided.   In
consideration  for increasing the scope of the continuing  services rendered and
to be  rendered to the Company  until such time as we generate  sufficient  cash
flow from  operations,  and in order to compensate  our  consultants,  officers,
directors and  attorneys,  we prepared this Form S-8  registration  statement to
provide for the issuance of shares, as described below.

     We have agreed to issue up to 6,000,000 shares for corporate consulting and
legal  services  to us as well as for the  payment  of  compensation  to certain
officers and directors.

Item 2. Registrant Information and Employee Plan Annual Information.

     We shall provide consultants,  officers,  directors and attorneys,  without
charge  upon  their  written  or oral  request  the  documents  incorporated  by
reference herein in Item 3 of Part II of this Registration  Statement.  We shall
also provide the consultants and attorneys,  without charge,  upon their written
or oral  request,  with all other  documents  required to be  delivered  to them
pursuant  to Rule  428(b)  under  the Act.  Any and all such  requests  shall be
directed  to us at our  place of  business  as  reflected  in this  Registration
Statement.

                                     PART II

                 INFORMATION REQUIRED IN 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:

     (A)  Forms 10-KSB filed April 15, 2002 and March 27, 2001;

     (B)  Form 10-KSB filed May 20, 2002;

     (C)  All other  reports  which may be filed by the  Registrant  pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of
          the fiscal year covered by Registrant's Form 10-KSB for the year ended
          December 31, 2001,  prior to the filing of a post effective  amendment
          to this  Registration  Statement  which  indicates that all securities
          offered  have  been  sold or which  deregisters  all  securities  then
          remaining unsold.
(D)  Any  statement  contained in a document  incorporated  or deemed to be
          incorporated  by  reference  herein  shall be deemed to be modified or
          superseded for purposes of this  Registration  Statement to the extent
          that a statement  contained herein or in any other  subsequently filed
          document  which also is or is deemed to be  incorporated  by reference
          herein  modifies  or  supersedes  such  statement.  Any  statement  so
          modified or superseded  shall not be deemed,  except as so modified or
          superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     We are registering up to 6,000,000 shares of our common stock, par value of
$0.00 per share.  Each  holder of our common  stock is  entitled to one vote per
share of common  stock  standing  in such  holder's  name on our records on each
matter submitted to a vote of our stockholders,  except as otherwise required by
law.  Holders of our common stock do not have  cumulative  voting rights so that
the holders of more than 50% of the  combined  shares of our common stock voting
for the election of directors  may elect all of the  directors if they choose to
do so and, in that  event,  the  holders of the  remaining  shares of our common
stock will not be able to elect any members to our board of  directors.  Holders
of our common  stock are  entitled to equal  dividends  and  distributions,  per
share,  when,  as and if declared by our board of directors  from funds  legally
available.  Holders  of our  common  stock do not  have  pre-emptive  rights  to
subscribe  for any of our  securities  nor are any  shares of our  common  stock
redeemable or  convertible  into any of our other  securities.  If we liquidate,
dissolve  or wind up our  business  or  affairs,  our assets  will be divided up
pro-rata on a share-for-share  basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.

Item 5. Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Officers and Directors.

     Under the Nevada Business Associations Act (the "Business Association Act")
Title 7,  Chapter 78,  directors of the Company will be liable to the Company or
its  shareholders  for (a) the amount of a  financial  benefit  received  by the
director to which the director is not entitled; (b) an intentional infliction of
harm on the Company or its shareholders;  (c) certain unlawful  distributions to
shareholders; and (d) an intentional violation of criminal law. These provisions
do not limit or eliminate the rights of the Company or any  shareholder  to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care.

     The Company's  Articles  require the Company to indemnify each director and
officer of the  Company and his or her  respective  heirs,  administrators,  and
executors against all liabilities and expenses reasonably incurred in connection
with any action,  suit,  or proceeding to which he or she may be made a party by
reason  of the  fact  that  he or she is or was a  director  or  officer  of the
Company,  to the full  extent  permitted  by the laws of the state of Nevada now
existing or as such laws may hereafter be amended.  The expenses of officers and
directors incurred in defending a civil or criminal action,  suit, or proceeding
shall be paid by the  Company 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 or she is not
entitled to be indemnified by the Company.

     The Company may, at the discretion of the board of directors, indemnify any
person  who  is or  was a  party  or is  threatened  to be  made  party  to  any
threatened,  pending,  or  completed  action  or suit by or in the  right of the
Company to procure a judgment  in its favor by reason of the fact that he or she
is or was a director,  officer,  employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another  company,  partnership,  joint  venture,  trust or other  enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in  connection  with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not  opposed to the best  interest  of the  Company,  except that no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent  that the court in which the  action or suit was  brought
shall  determine on the application  that despite the  adjudication of liability
but in the view of all  circumstances  of the case,  the  person  is fairly  and
reasonably entitled to indemnity for such expenses as to the court deems proper.

     The Company's Bylaws permit the Company to purchase and maintain  insurance
on behalf of any Director, Officer, Agent or employee whether or not the Company
would have the power to  indemnify  such person  against the  liability  insured
against.

Item 7. Exemption from Registration Claimed.

     Not Applicable

Item 8. Exhibits:

     Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed:

     Exhibit I. See Exhibits in Exhibit Index following the Signature Page.

Item 9. Undertakings:

     We hereby undertake:

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

     (c) That for the purpose of determining  any liability under the Securities
Act of 1933, as amended,  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.

     (d) We hereby undertake that, for the purposes of determining any liability
under the Securities  Act of 1933, as amended,  each filing of our 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.

     (e) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise,  the we have 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 against
such  liabilities  (other than  payment by us of expenses  paid or incurred by a
director,  officer or controlling  person of us 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,  we will,  unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURE PAGE
                                 --------------

     Pursuant to the requirements of the Securities Act of 1933, as amended,  we
certify  that we have  reasonable  grounds  to  believe  that we meet all of the
requirements  for  filing on Form S-8 and have  duly  caused  this  Registration
Statement  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fernandina,  the state of Florida, on the 12th day of
August, 2002.

                                                     Snelling Travel, Inc.

                                                     /s/ Rollins C. Snelling, Jr
                                                     ---------------------------
                                               By:   Rollins C. Snelling, Jr
                                                     ---------------------------
                                            Title:   President and Director
                                                     ---------------------------

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration  Statements  has  been  signed  by  the  following  persons  in the
capacities and on the date indicated.

Dated:       Fernandina, Florida
             August 12, 2002

                                                     Snelling Travel, Inc.

                                                     /s/ Rollins C. Snelling, Jr
                                                     ---------------------------
                                               By:   Rollins C. Snelling, Jr
                                                     ---------------------------
                                            Title:   President and Director
                                                     ---------------------------
EXHIBIT INDEX

EXHIBIT NUMBER   ITEM
--------------   ----

5.1              Opinion regarding legality by Law Office of L. Van Stillman, PA

23.1             Letter on audit report (consent of independent auditors)
                 from Horton & Company, LLC