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

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


                Commission file number 000-25415

              TWIN FACES EAST ENTERTAINMENT CORP.

       (Exact name of registrant as specified in charter)


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

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

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

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

<TABLE>
                                      Proposed      Proposed
Title of Securities to    Amount to    maximum      maximum      Amount of
be registered                be       Offering     Aggregate   registration
                         registered   price per     offering        fee
                                      share(2)       price
<S>                      <C>          <C>          <C>          <C>
Common Stock (1)           80,000      1.2594         $100,752        $28.01
</TABLE>
1    Represents up to 80,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered
herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5 day average
of the bid and asked prices for the common stock on August 18, 1999.

<PAGE>

PROSPECTUS         The date of this Prospectus is August 19, 1999


                    TWIN FACES EAST ENTERTAINMENT CORP.

                    Up to 80,000 Shares of Common Stock
        Received by Directors, Officers, Consultants and Employees
             Under the Company's Consultant and Employee Stock
        Compensation Plan and Reoffered by Means of this Prospectus
        To Be Sold Either Privately or Through a Broker Transaction



Selling  shareholders  of Twin Faces East Entertainment  Corp.  ("Company")
will  offer  their  shares through the over-the-counter market  or  through
NASDAQ,  if  the Company's common stock is then included for  quotation  on
NASDAQ.  Selling  shareholders, if control persons, are  required  to  sell
their  shares in accordance with the volume limitations of Rule  144  under
the  Securities Act of 1933, which limits sales by each selling shareholder
in  any  one  month  period to the greater of 1% of the  total  outstanding
common  stock  (or approximately 39,493 shares after the  issuance  of  the
shares herein) or the average weekly trading volume of the Company's common
stock during the four calendar weeks immediately preceding such sale. It is
expected  that brokers and dealers effecting transactions will be paid  the
normal  and  customary  commissions for market  transactions;  however  the
Shares may be sold in a private transaction.



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




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

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

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

<PAGE>

                     SUMMARY OF PROSPECTUS

The Company

This  prospectus accompanies reoffers by consultants and employees  of  the
Company of shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant  to  the   S-8
Registration, dated this same date, has registered 80,000 of the  Company's
common  stock,  of  which  all such shares have been  received,  concurrent
herewith,  pursuant  to the Company's Consultant and Employee  Compensation
Plan. The Company's principal offices are located at 1850 E. Flamingo  Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.

                          RISK FACTORS

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

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

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

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

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

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

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

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

<PAGE>

                                  PART I

General

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

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

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

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

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

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

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

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

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

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

Legal Proceedings
      On  August 2, 1999, a lawsuit was filed in the United States District
Court  for the Southern District of New York, ReadSpeak, Inc. vs Twin Faces
East  Entertainment Corp., case No. 99 Civil 8606. The claim in the  action
pertains to a violation by Twin Faces of the Lanham Act, unfair competition
and  infringement of patent rights. Although the Company consented  to  the
issuance of a temporary restraining order wherein the Company agrees not to
promote  ReadSpeak until further order of the court, the  Company  has  not
conceded  to  the  validity of the claim and intends to  assert  a  counter
claim, contesting the claim of intellectual property rights as asserted  by
ReadSpeak, Inc.

Submission of Matters to Vote to Shareholders

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

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

<PAGE>

                           OFFERING SHAREHOLDERS

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

<TABLE>
Shareholder                 Number of    New Shares   Percent   Percent of
                              Shares      Offered     Before    Total After
                                                     Offering    Offering
<S>                        <C>           <C>         <C>        <C>
Michael Smolanoff           1,264,000      40,000       33%         33%
Stanley Teeple              1,088,000      40,000       28%         29%
TOTAL                                      80,000
</TABLE>


                                  PART II

Item 3. Information with Respect to the Company

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

Incorporation of Documents by Reference.

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

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

Item 4. Description of Securities

General
A   description  of  securities  is  incorporated  by  reference  from  the
registrants Registration Statement on Form 10SB, File No. 000-25415.

The Company's authorized capitalization is 20,000,000 shares, consisting of
20,000,000  shares  of Common Stock, par value $.001 per  share,  of  which
3,949,349,  (as of August 19, 1999 there were 3,869,349 shares outstanding)
shares  will  be  issued  and outstanding after  issuance  to  the  selling
shareholders,  and  the additional shares, referred  to  in  the  preceding
section.

Common Stock
      Holders  of Common Stock are entitled to one vote per share  on  each
matter  submitted to vote at any meeting of shareholders. Shares of  Common
Stock  do  not carry cumulative voting rights and therefore, holders  of  a
majority  of the outstanding shares of Common Stock will be able  to  elect
the  entire  board  of directors and, if they do so, minority  shareholders
would  not  be  able  to elect any members to the board of  directors.  The
Company's board of directors has authority, without action by the Company's
shareholders,  to issue all or any portion of the authorized  but  unissued

<PAGE>

shares of Common Stock, which would reduce the percentage ownership of  the
Company  of  its shareholders and which may dilute the book  value  of  the
Common  Stock.  Shareholders of the Company have no pre-emptive  rights  to
acquire  additional shares of Common Stock. The Common Stock is not subject
to  redemption  and carries no subscription or conversion  rights.  In  the
event  of  liquidation  of  the Company, the shares  of  Common  Stock  are
entitled  to  share equally in corporate assets after satisfaction  of  all
liabilities. Holders of Common Stock are entitled to receive such dividends
as  the  board  of  directors may from time to time declare  out  of  funds
legally  available for the payment of dividends. The Company has  not  paid
dividends  on  its Common Stock and does not anticipate that  it  will  pay
dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel

     NA

Item 6. Indemnification

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

      78.751  Indemnification of officers, directors, employees and agents;
advance of expenses.
     1.    A corporation may indemnify any person who was or is a party  or
is  threatened to be made a party to any threatened, pending  or  completed
action,  suit  or  proceeding, whether civil, criminal,  administrative  or
investigative,  except an action by or in the right of the corporation,  by
reason of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint venture, trust or other enterprise,  against  expenses,
including  attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed  to be in or not opposed to the best interests of the corporation,
and,  with  respect to any criminal action or proceeding, had no reasonable
cause  to believe his conduct was unlawful.  The termination of any action,
suit  or proceeding by judgment, order, settlement, conviction, or  upon  a
plea  of  nolo contendere or its equivalent, does not, of itself, create  a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation,  and that, with respect to any criminal action or  proceeding,
he had reasonable cause to believe that his conduct was unlawful.
     2.    A corporation may indemnify any person who was or is a party  or
is  threatened to be made a party to any threatened, pending  or  completed
action  or suit by or in the right of the corporation to procure a judgment
in  its  favor by reason of the fact that he is or was a director, officer,
employee  or agent of the corporation, or is or was serving at the  request
of  the  corporation as a director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust or other enterprise  against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of  the  action or suit if he acted in good faith and in a manner which  he
reasonably  believed to be in or not opposed to the best interests  of  the
corporation.   Indemnification may not be made  for  any  claim,  issue  or
matter  as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to  be  liable  to
the  corporation  or  for amounts paid in settlement  to  the  corporation,
unless  and only to the extent that the court in which the action  or  suit
was  brought  or  other  court  of competent jurisdiction  determines  upon
application that in view of all the circumstances of the case,  the  person
is  fairly  and reasonably entitled to indemnity for such expenses  as  the
court deems proper.
     3.    To the extent that a director, officer, employee or agent  of  a
corporation  has been successful on the merits or otherwise in  defense  of
any  action, suit or proceeding referred to in subsections 1 and 2,  or  in
defense  of  any claim, issue or matter therein, he must be indemnified  by
the  corporation against expenses, including attorneys' fees, actually  and
reasonably incurred by him in connection with the defense.
     4.    Any indemnification under subsections 1 and 2, unless ordered by
a  court  or  advanced  pursuant to subsection  5,  must  be  made  by  the
corporation  only as authorized in the specific case upon  a  determination
that  indemnification of the director, officer, employee or agent is proper
in the circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;

<PAGE>

     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.   The articles of incorporation, the bylaws or an agreement made by
the  corporation  may provide that the expenses of officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be  paid
by  the  corporation  as  they are incurred and in  advance  of  the  final
disposition  of  the  action,  suit  or  proceeding,  upon  receipt  of  an
undertaking by or on behalf of the director or officer to repay the  amount
if it is ultimately determined by a court of competent jurisdiction that he
is  not entitled to be indemnified by corporation.  The provisions of  this
subsection  do  not affect any rights to advancement of expenses  to  which
corporate  personnel other than the directors or officers may  be  entitled
under any contract or otherwise by law.
     6.    The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a)  Does  not  exclude  any other rights to which  a  person  seeking
     indemnification or advancement of expenses may be entitled under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in another capacity while holding his office, except
     that indemnification, unless ordered by a court pursuant to subsection 2 or
     for the advancement of expenses made pursuant to subsection 5, may not be
     made to or on behalf of any director or officer if a final adjudication
     establishes that his act or omissions involved intentional misconduct,
     fraud or a knowing violation of the law and was material to the cause of
          action.
(b)  Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

Item 7. Exemption From Registration Claimed.

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

Item 8. Exhibits.

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

Item 9. Undertakings.

The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made,  a
post-effective amendment to this registration statement:
          (i)   To  include any prospectus required by section 10(a)(3)  of
          the Securities Act of 1933;
          (ii)  To  reflect in the prospectus any facts or  events  arising
          after  the effective date of the registration statement  (or  the
          most recent post-effective amendment thereof) which, individually
          or  in  the  aggregate,  represent a fundamental  change  in  the
          information set forth in the registration statement;
          (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement  or  any  material change to such  information  in  the
          registration  statement,  including  (but  not  limited  to)  any
          addition or election of a managing underwriter.

<PAGE>

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and  the
offering of such securities offered at that time shall be deemed to be  the
initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination
of the offering.
      The  undersigned registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  Company's  annual report pursuant to Section 13(a)  or  15(d)  of  the
Securities Exchange Act of 1934 (and, where applicable, each filing  of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Securities Exchange Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new registration  statement
referring  to  the  securities offered therein, and the  offering  of  such
securities  at  that  time  shall be deemed to be  the  initial  bona  fide
offering thereof.
       Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise,  the  Company  has  been advised that  in  the  opinion  of  the
Securities  and Exchange Commission such indemnification is against  public
policy  as  expressed in the Act and is, therefore, unenforceable.  In  the
event that a claim for indemnification against such liabilities (other than
the payment by the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person  in
connection  with the securities being registered, the Company will,  unless
in  the  opinion of its counsel that matter has been settled by controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.



SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it
meets  all  of the requirements for filing on Form S-8 and has duly  caused
this  registration statement to be signed on its behalf by the undersigned,
thereunto  duly authorized, in the City of Las Vegas, State of  Nevada,  on
this 23rd day of August, 1999.

TWIN FACES EAST ENTERTAINMENT CORP.

By :/s/ Michael Smolanoff
       Michael Smolanoff, President

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

Signature                Title                              Date

/s/ Michael Smolanoff    President, Director           August 23, 1999
Michael Smolanoff

/s/Stan Teeple           Secretary/Treasurer, Director August 23, 1999
Stan Teeple

/s/ Hyman Shwartzberg    Director                      August 23, 1999
Hyman Shwartzberg

/s/ Bruce Taffet         Director                      August 23, 1999
Bruce Taffet

<PAGE>

                                 EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein

<PAGE>

ATTORNEY AT LAW
                                            Telephone (702) 794-2590
                                            Facsimile (702) 794-0744
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities
--------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        August 23, 1999

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

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Smolanoff:

You  have  requested our opinion as to the legality of the registration  by
you,  Twin  Faces  East Entertainment Corp. (the "Corporation")  of  up  to
80,000  shares  of Common Stock ( the "shares") pursuant to a  Registration
Statement,  dated  August  19,  1999,  on  Form  S-8  (  the  "Registration
Statement") to be filed on August 23, 1999:

As your counsel we have reviewed and examined:

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

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

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

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

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

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

8.   The Consultant and Employee Stock Compensation Plan; and

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

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

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

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

<PAGE>

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

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




                                        Yours Very Truly,



                                        s/Donald J. Stoecklein
                                        Donald J. Stoecklein

<PAGE>

                                EXHIBIT 10
                 CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

                AMENDED AND RESTATED AUGUST 1999 CONSULTANT
                                    AND
                     EMPLOYEE STOCK COMPENSATION PLAN
                    Twin Faces East Entertainment Corp.

                               I.
                      Purpose of the Plan.

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

                              II.
                           Definitions

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

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

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

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

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

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

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

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

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is August 19, 1999.


                              IV.
                   Administration of the Plan

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

<PAGE>

                                    V.
                   Stock Subject to the Plan

The  maximum  number of shares of Common Stock as to which  Awards  may  be
granted under this Plan as of this date and subject to subsequent amendment
is  500,000 shares. The Common Stock which is issued on grant of awards may
be  authorized  but unissued shares or shares which have  been  issued  and
reacquired  by Twin Faces. The Board of Directors may increase the  maximum
number of shares of Common Stock as to which Awards may be granted at  such
time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

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

                                   VII.
                        Grants of Awards

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

                                   VIII.
                 Delivery of Stock Certificates

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

                              IX.
                           Employment

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

                               X.
                      Laws and Regulations

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

                              XI.
                      Withholding of Taxes

If  subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money  as
are  necessary to pay the Employee's withholding tax. The Company may elect
to  withhold from the shares to be issued hereunder a sufficient number  of
shares  to  satisfy the Company's withholding obligations. If  the  Company
becomes  required  to pay withholding tax to any federal,  state  or  other
taxing  authority as a result of the granting of an Award and the  Employee
fails  to  provide  the  Company with the funds  with  which  to  pay  that

<PAGE>

withholding  tax,  the Company may withhold up to 50% of  each  payment  of
salary  or  bonus to the Employee (which will be in addition to  any  other
required  or permitted withholding), until the Company has been  reimbursed
for the entire withholding tax it was required to pay.

                             XII.
                     Reservation of Shares

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

                             XII.
                    Termination of the Plan

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

                             XIV.
                        Delivery of Plan

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

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

<PAGE>
<TABLE>
                                 EXHIBIT A


                                       Value
                                        of
                   Number      New      New                        Percent
                  of Share   Shares   Shares    Total    Percent   of Total
                  Before S-  Offered  Offered   Share     Before    After
Shareholder           8        (1)      (2)   After S-8  Offering  Offering
<S>              <C>         <C>     <C>     <C>         <C>       <C>
Michael Smolanoff 1,264,000   40,000  $50,376 1,304,000    33%       33%
Stanley Teeple    1,088,000   40,000  $50,376 1,128,000    28%       29%
</TABLE>
(1)  Share issued for accrual of salary per the Amended August 1999
     Consultant and Employee Stock Compensation Plan
(2)  Dollar amount that was subtracted from accrued salary.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46080}]
{"company-data": {"conformed-name": "TWIN FACES EAST ENTERTAINMENT CORP", "cik": "0001074865", "assigned-sic": "7812", "irs-number": "223374562", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85793", "film-number": "99698156"}, "business-address": {"street1": "1850 E FLAMINGO RD 111-A", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "7028665858"}, "mail-address": {"street1": "1850 E FLAMINGO RD 111-A", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C., 20549

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

                Commission file number 000-25415

              TWIN FACES EAST ENTERTAINMENT CORP.

       (Exact name of registrant as specified in charter)

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

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

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

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

                                      Proposed      Proposed
Title of Securities to    Amount to    maximum      maximum      Amount of
be registered                be       Offering     Aggregate   registration
                         registered   price per     offering        fee
                                      share(2)       price
Common Stock (1)           80,000      1.2594         $100,752        $28.01
1    Represents up to 80,000 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered
herein.

2    Calculated in accordance with Rule 457(h)(1) using the 5 day average
of the bid and asked prices for the common stock on August 18, 1999.
PROSPECTUS         The date of this Prospectus is August 19, 1999

                    TWIN FACES EAST ENTERTAINMENT CORP.

                    Up to 80,000 Shares of Common Stock
        Received by Directors, Officers, Consultants and Employees
             Under the Company's Consultant and Employee Stock
        Compensation Plan and Reoffered by Means of this Prospectus
        To Be Sold Either Privately or Through a Broker Transaction

Selling  shareholders  of Twin Faces East Entertainment  Corp.  ("Company")
will  offer  their  shares through the over-the-counter market  or  through
NASDAQ,  if  the Company's common stock is then included for  quotation  on
NASDAQ.  Selling  shareholders, if control persons, are  required  to  sell
their  shares in accordance with the volume limitations of Rule  144  under
the  Securities Act of 1933, which limits sales by each selling shareholder
in  any  one  month  period to the greater of 1% of the  total  outstanding
common  stock  (or approximately 39,493 shares after the  issuance  of  the
shares herein) or the average weekly trading volume of the Company's common
stock during the four calendar weeks immediately preceding such sale. It is
expected  that brokers and dealers effecting transactions will be paid  the
normal  and  customary  commissions for market  transactions;  however  the
Shares may be sold in a private transaction.

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

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

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

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

The Company

This  prospectus accompanies reoffers by consultants and employees  of  the
Company of shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant  to  the   S-8
Registration, dated this same date, has registered 80,000 of the  Company's
common  stock,  of  which  all such shares have been  received,  concurrent
herewith,  pursuant  to the Company's Consultant and Employee  Compensation
Plan. The Company's principal offices are located at 1850 E. Flamingo  Rd.,
Suite 111-A, Las Vegas, Nevada 89119, telephone number (702) 866-5858.

                          RISK FACTORS

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

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

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

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

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

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

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

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

General

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

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

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

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

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

Management

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

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

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

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

Legal Proceedings
      On  August 2, 1999, a lawsuit was filed in the United States District
Court  for the Southern District of New York, ReadSpeak, Inc. vs Twin Faces
East  Entertainment Corp., case No. 99 Civil 8606. The claim in the  action
pertains to a violation by Twin Faces of the Lanham Act, unfair competition
and  infringement of patent rights. Although the Company consented  to  the
issuance of a temporary restraining order wherein the Company agrees not to
promote  ReadSpeak until further order of the court, the  Company  has  not
conceded  to  the  validity of the claim and intends to  assert  a  counter
claim, contesting the claim of intellectual property rights as asserted  by
ReadSpeak, Inc.

Submission of Matters to Vote to Shareholders

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

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

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

Shareholder                 Number of    New Shares   Percent   Percent of
                              Shares      Offered     Before    Total After
                                                     Offering    Offering
Michael Smolanoff           1,264,000      40,000       33%         33%
Stanley Teeple              1,088,000      40,000       28%         29%
TOTAL                                      80,000
PART II

Item 3. Information with Respect to the Company

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

Incorporation of Documents by Reference.

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

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

Item 4. Description of Securities

General
A   description  of  securities  is  incorporated  by  reference  from  the
registrants Registration Statement on Form 10SB, File No. 000-25415.

The Company's authorized capitalization is 20,000,000 shares, consisting of
20,000,000  shares  of Common Stock, par value $.001 per  share,  of  which
3,949,349,  (as of August 19, 1999 there were 3,869,349 shares outstanding)
shares  will  be  issued  and outstanding after  issuance  to  the  selling
shareholders,  and  the additional shares, referred  to  in  the  preceding
section.

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

Item 5.  Interests of Named Experts and Counsel

     NA

Item 6. Indemnification

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

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

Item 7. Exemption From Registration Claimed.

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

Item 8. Exhibits.

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

Item 9. Undertakings.

The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made,  a
post-effective amendment to this registration statement:
          (i)   To  include any prospectus required by section 10(a)(3)  of
          the Securities Act of 1933;
          (ii)  To  reflect in the prospectus any facts or  events  arising
          after  the effective date of the registration statement  (or  the
          most recent post-effective amendment thereof) which, individually
          or  in  the  aggregate,  represent a fundamental  change  in  the
          information set forth in the registration statement;
          (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement  or  any  material change to such  information  in  the
          registration  statement,  including  (but  not  limited  to)  any
          addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and  the
offering of such securities offered at that time shall be deemed to be  the
initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination
of the offering.
      The  undersigned registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  Company's  annual report pursuant to Section 13(a)  or  15(d)  of  the
Securities Exchange Act of 1934 (and, where applicable, each filing  of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Securities Exchange Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new registration  statement
referring  to  the  securities offered therein, and the  offering  of  such
securities  at  that  time  shall be deemed to be  the  initial  bona  fide
offering thereof.
       Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise,  the  Company  has  been advised that  in  the  opinion  of  the
Securities  and Exchange Commission such indemnification is against  public
policy  as  expressed in the Act and is, therefore, unenforceable.  In  the
event that a claim for indemnification against such liabilities (other than
the payment by the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person  in
connection  with the securities being registered, the Company will,  unless
in  the  opinion of its counsel that matter has been settled by controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it
meets  all  of the requirements for filing on Form S-8 and has duly  caused
this  registration statement to be signed on its behalf by the undersigned,
thereunto  duly authorized, in the City of Las Vegas, State of  Nevada,  on
this 23rd day of August, 1999.

TWIN FACES EAST ENTERTAINMENT CORP.

By :/s/ Michael Smolanoff
       Michael Smolanoff, President

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

Signature                Title                              Date

/s/ Michael Smolanoff    President, Director           August 23, 1999
Michael Smolanoff

/s/Stan Teeple           Secretary/Treasurer, Director August 23, 1999
Stan Teeple

/s/ Hyman Shwartzberg    Director                      August 23, 1999
Hyman Shwartzberg

/s/ Bruce Taffet         Director                      August 23, 1999
Bruce Taffet
EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein
ATTORNEY AT LAW
                                            Telephone (702) 794-2590
                                            Facsimile (702) 794-0744
DONALD J. STOECKLEIN
      Practice Limited to Federal Securities
--------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        August 23, 1999

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

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Smolanoff:

You  have  requested our opinion as to the legality of the registration  by
you,  Twin  Faces  East Entertainment Corp. (the "Corporation")  of  up  to
80,000  shares  of Common Stock ( the "shares") pursuant to a  Registration
Statement,  dated  August  19,  1999,  on  Form  S-8  (  the  "Registration
Statement") to be filed on August 23, 1999:

As your counsel we have reviewed and examined:

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

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

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

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

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

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

8.   The Consultant and Employee Stock Compensation Plan; and

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

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

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

Our  opinion  is subject to the qualification that no opinion is  expressed
herein as to the application of the state securities or Blue-Sky laws.
This  Opinion is furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this opinion nor copies hereof may be  relied  upon  by,
delivered  to, or quoted in whole or in part to any governmental agency  or
other person without our prior written consent.

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

                                        Yours Very Truly,

                                        s/Donald J. Stoecklein
                                        Donald J. Stoecklein
EXHIBIT 10
                 CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
AMENDED AND RESTATED AUGUST 1999 CONSULTANT
                                    AND
                     EMPLOYEE STOCK COMPENSATION PLAN
                    Twin Faces East Entertainment Corp.

                               I.
                      Purpose of the Plan.

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

                              II.
                           Definitions

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

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

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

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

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

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

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

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

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is August 19, 1999.

                              IV.
                   Administration of the Plan

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

The  maximum  number of shares of Common Stock as to which  Awards  may  be
granted under this Plan as of this date and subject to subsequent amendment
is  500,000 shares. The Common Stock which is issued on grant of awards may
be  authorized  but unissued shares or shares which have  been  issued  and
reacquired  by Twin Faces. The Board of Directors may increase the  maximum
number of shares of Common Stock as to which Awards may be granted at  such
time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

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

                                   VII.
                        Grants of Awards

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

                                   VIII.
                 Delivery of Stock Certificates

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

                              IX.
                           Employment

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

                               X.
                      Laws and Regulations

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

                              XI.
                      Withholding of Taxes

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

                             XII.
                     Reservation of Shares

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

                             XII.
                    Termination of the Plan

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

                             XIV.
                        Delivery of Plan

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

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

                                       Value
                                        of
                   Number      New      New                        Percent
                  of Share   Shares   Shares    Total    Percent   of Total
                  Before S-  Offered  Offered   Share     Before    After
Shareholder           8        (1)      (2)   After S-8  Offering  Offering
Michael Smolanoff 1,264,000   40,000  $50,376 1,304,000    33%       33%
Stanley Teeple    1,088,000   40,000  $50,376 1,128,000    28%       29%
(1)  Share issued for accrual of salary per the Amended August 1999
     Consultant and Employee Stock Compensation Plan
(2)  Dollar amount that was subtracted from accrued salary.