Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                             CARCORP USA CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   26-0003788
                      (I.R.S. Employer Identification No.)

                         5550 BEE RIDGE ROAD, SUITE e-3
                             SARASOTA, FLORIDA 34232
                    (Address of Principal Executive Offices)


                            2003 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                    GREG LOVE
                         5550 BEE RIDGE ROAD, SUITE e-3
                             SARASOTA, FLORIDA 34232
                     (Name and Address of Agent For Service)

                                 (941) 343-9966
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                                    --------

                             CLAYTON E. PARKER, ESQ.
                           KIRKPATRICK & LOCKHART LLP
                    201 SOUTH BISCAYNE BOULEVARD, SUITE 2000
                              MIAMI, FLORIDA 33131


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>
======================================================================================================
                                                                PROPOSED MAXIMUM
                                            PROPOSED MAXIMUM       AGGREGATE           AMOUNT OF
TITLE OF SECURITIES          AMOUNT          OFFERING PRICE      OFFERING PRICE     REGISTRATION FEE
TO BE REGISTERED        TO BE REGISTERED    PER SHARE (1)(2)         (1)(2)              (1)(2)
------------------------------------------------------------------------------------------------------
<S>                    <C>                         <C>            <C>                   <C>
Common Stock, par      10,000,000 shares           $0.21          $2,100,000            $193.20
value $0.001 per
share
------------------------------------------------------------------------------------------------------

(1)     This  Registration  Statement covers, in addition to the number of shares of common stock stated above,
        options to purchase or acquire the shares of Common Stock covered by the Prospectus.

(2)     Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the proposed maximum offering price
        per share,  proposed  maximum  aggregate  offering price and amount of  registration  fee were computed
        based upon the average of the high and low prices of the shares of Common Stock on June 5, 2003.
</TABLE>

<PAGE>

                                     PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.


                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


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

      The  following  documents  have  been  previously  filed  by  Carcorp  USA
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

           (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year
ended  December  31,  2002,  filed with the  Commission  on April 24,  2003,  as
amended.

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

           (c) The  description of the Company's  Common Stock  contained in its
Registration  Statement on Form SB-2,  filed with the Commission on November 13,
2001,  as amended,  pursuant to the Exchange  Act,  including  any  amendment or
report filed for the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

      Article VI of the Company's By-Laws states as follows:

                                       2

<PAGE>

      ARTICLE VI:  Indemnification of Officers and Directors.  Each director and
officer of this corporation shall be indemnified by the corporation  against all
costs and expenses actually and necessarily incurred by him or her in connection
with the defense of any  action,  suit or  proceeding  in which he or she may be
involved or to which he or she may be made a party by reason of his or her being
or having been such  director  or  officer,  except in relation to matters as to
which he or she shall be finally adjudged in such action,  suit or proceeding to
be liable for negligence or misconduct in the performance of duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

      Not applicable.

ITEM 8.  EXHIBITS.
         --------
EXHIBIT
NO.       DESCRIPTION                               LOCATION
-------   ---------------------------------------   ----------------------------

5.1       Opinion of Kirkpatrick & Lockhart LLP     Provided herewith
          re: legality

23.1      Consent of Kirkpatrick & Lockhart LLP     Provided herewith (contained
                                                    in Exhibit 5.1)

23.2      Consent of L.L. Bradford & Company,       Provided herewith
          LLC

24.1      Power of Attorney                         Provided herewith (contained
                                                    on signature page)

99.1      2003 Stock Incentive Plan                 Provided herewith


ITEM 9.  UNDERTAKINGS.
         ------------

      (a) The undersigned registrant will:

           (1) File,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

                (i) Include any prospectus  required by Section  10(a)(3) of the
Act;

                (ii) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                (iii)  Include any  additional or changed  material  information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration Statement;

           provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

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

           (3) File a post-effective  amendment to remove from  registration any
of the securities that remain unsold at the end of the offering.

                                       3

<PAGE>

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

      (c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

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

                                       4

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Sarasota, Florida, on June 6, 2003.

                                           CARCORP USA CORPORATION

                                           By:               /s/ Greg Love
                                              ----------------------------------
                                              Printed Name:  Greg Love
                                              Title:         President/CEO


      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints Greg Love, his true and lawful  attorney-in-fact
and agent,  with full power of substitution  and revocation,  for him and in his
name, place and stead, in any and all capacities (until revoked in writing),  to
sign  any and  all  amendments  (including  post-effective  amendments)  to this
Registration Statement and to file the same with all exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully
for all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.



 /s/ Greg Love                              President          June 6, 2003
-----------------------------              and Director
Greg Love

                                       5
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Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                             CARCORP USA CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   26-0003788
                      (I.R.S. Employer Identification No.)

                         5550 BEE RIDGE ROAD, SUITE e-3
                             SARASOTA, FLORIDA 34232
                    (Address of Principal Executive Offices)

                            2003 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                    GREG LOVE
                         5550 BEE RIDGE ROAD, SUITE e-3
                             SARASOTA, FLORIDA 34232
                     (Name and Address of Agent For Service)

                                 (941) 343-9966
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:
                                    --------

                             CLAYTON E. PARKER, ESQ.
                           KIRKPATRICK & LOCKHART LLP
                    201 SOUTH BISCAYNE BOULEVARD, SUITE 2000
                              MIAMI, FLORIDA 33131

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
======================================================================================================
                                                                PROPOSED MAXIMUM
                                            PROPOSED MAXIMUM       AGGREGATE           AMOUNT OF
TITLE OF SECURITIES          AMOUNT          OFFERING PRICE      OFFERING PRICE     REGISTRATION FEE
TO BE REGISTERED        TO BE REGISTERED    PER SHARE (1)(2)         (1)(2)              (1)(2)
------------------------------------------------------------------------------------------------------
Common Stock, par      10,000,000 shares           $0.21          $2,100,000            $193.20
value $0.001 per
share
------------------------------------------------------------------------------------------------------

(1)     This  Registration  Statement covers, in addition to the number of shares of common stock stated above,
        options to purchase or acquire the shares of Common Stock covered by the Prospectus.

(2)     Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the proposed maximum offering price
        per share,  proposed  maximum  aggregate  offering price and amount of  registration  fee were computed
        based upon the average of the high and low prices of the shares of Common Stock on June 5, 2003.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

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

      The  following  documents  have  been  previously  filed  by  Carcorp  USA
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

           (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year
ended  December  31,  2002,  filed with the  Commission  on April 24,  2003,  as
amended.

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

           (c) The  description of the Company's  Common Stock  contained in its
Registration  Statement on Form SB-2,  filed with the Commission on November 13,
2001,  as amended,  pursuant to the Exchange  Act,  including  any  amendment or
report filed for the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

      Article VI of the Company's By-Laws states as follows:

                                       2
ARTICLE VI:  Indemnification of Officers and Directors.  Each director and
officer of this corporation shall be indemnified by the corporation  against all
costs and expenses actually and necessarily incurred by him or her in connection
with the defense of any  action,  suit or  proceeding  in which he or she may be
involved or to which he or she may be made a party by reason of his or her being
or having been such  director  or  officer,  except in relation to matters as to
which he or she shall be finally adjudged in such action,  suit or proceeding to
be liable for negligence or misconduct in the performance of duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

      Not applicable.

ITEM 8.  EXHIBITS.
         --------
EXHIBIT
NO.       DESCRIPTION                               LOCATION
-------   ---------------------------------------   ----------------------------

5.1       Opinion of Kirkpatrick & Lockhart LLP     Provided herewith
          re: legality

23.1      Consent of Kirkpatrick & Lockhart LLP     Provided herewith (contained
                                                    in Exhibit 5.1)

23.2      Consent of L.L. Bradford & Company,       Provided herewith
          LLC

24.1      Power of Attorney                         Provided herewith (contained
                                                    on signature page)

99.1      2003 Stock Incentive Plan                 Provided herewith

ITEM 9.  UNDERTAKINGS.
         ------------

      (a) The undersigned registrant will:

           (1) File,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

                (i) Include any prospectus  required by Section  10(a)(3) of the
Act;

                (ii) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                (iii)  Include any  additional or changed  material  information
with  respect  to the  plan of  distribution  not  previously  disclosed  in the
Registration  Statement  or any  material  change  to  such  information  in the
Registration Statement;

           provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

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

           (3) File a post-effective  amendment to remove from  registration any
of the securities that remain unsold at the end of the offering.

                                       3
(b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

      (c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

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

                                       4
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Sarasota, Florida, on June 6, 2003.

                                           CARCORP USA CORPORATION

                                           By:               /s/ Greg Love
                                              ----------------------------------
                                              Printed Name:  Greg Love
                                              Title:         President/CEO

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints Greg Love, his true and lawful  attorney-in-fact
and agent,  with full power of substitution  and revocation,  for him and in his
name, place and stead, in any and all capacities (until revoked in writing),  to
sign  any and  all  amendments  (including  post-effective  amendments)  to this
Registration Statement and to file the same with all exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully
for all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

 /s/ Greg Love                              President          June 6, 2003
-----------------------------              and Director
Greg Love

                                       5