As filed with the Securities and Exchange Commission on October 5, 2001
                                                                    Reg. No. 33

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     ___________________________________
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                     ___________________________________

                      BRAVO! FOODS INTERNATIONAL CORP.
                  (Formerly China Premium Food Corporation)

           (Exact name of registrant as specified in its charter)

           Delaware                                         62-1681831
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        identification No.)

                        11300 US Highway 1, Suite 202
                       North Palm Beach, Florida 33408
                               (561) 625-1411
                  (Address of principal executive offices)
              ________________________________________________

                    COMMON STOCK COMPENSATION AGREEMENTS

                            (Full title of plan)
                      ________________________________

                                Roy G. Warren
                           Chief Executive Officer
                        11300 US Highway 1, Suite 202
                       North Palm Beach, Florida 33408
                   (Name and address of agent for service)
                               (561) 625-1411
        (Telephone number, including area code of agent for service)

                       CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________

<TABLE>
<CAPTION>
___________________________________________________________________________________________
                                       Proposed          Proposed
                                       maximum           maximum
Title of securities    Amount to be    offering price    Aggregate         Amount of
to be registered       Registered      per share         offering Price    registration fee
___________________________________________________________________________________________

<s>                       <c>               <c>             <c>                 <c>
Common Stock              275,000           $0.50           $137,500            $34.38
(par value .001)
___________________________________________________________________________________________
</TABLE>

Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the market trading
price of the Company's common stock existing at September 27, 2001.


<PAGE>


                                   PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

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

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the registration statement in accordance with
    Rule 428 under the Securities Act of 1933.


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents filed by Bravo! Foods International Corp.
(formerly China Premium Food Corporation) with the Securities and Exchange
are incorporated by reference herein:

            (a) the Company's annual report on Form 10-KSB for the fiscal
      year ended December 31, 2000 (Commission File No. 0-25039);

            (b) all other reports filed by the Company pursuant to Section
      13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as
      amended, since December 31, 2000, through the date hereof;

            (c) the Company's Form 10SB12G/A, file No. 000-25039 dated March
      12, 1999, filed pursuant to Section 12 of the Exchange Act, in which
      there is described the terms, rights and provisions applicable to the
      Company's outstanding Common Stock;

            (d) any document filed by the Company with the Commission
      pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act
      subsequent to the date hereof, but prior to the filing of a post-
      effective amendment to this Registration Statement which indicates
      that all shares of Common Stock registered hereunder have been sold or
      that deregisters all such shares of common Stock then remaining
      unsold, such documents being deemed to be incorporated by reference
      herein and to be part hereof from the date of filing of such
      documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Stibel & Toulan LLP, counsel to the Company, is passing upon the
validity of the common stock being registered. A partner of Stibel & Toulan
LLP owns approximately 95,000 shares of common stock.


<PAGE>  1


Item 6. Indemnification of Directors and Officers

      The Company's Certificate of Incorporation provides that the Company
"shall be empowered to indemnify" to the full extent of its power to do so,
all directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

      Section 145 of the Delaware General Corporation Law provides in
relevant part as follows:

            (1)   A corporation shall have power to 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 (other than an
      action by or in the right of the corporation) by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation as
      a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise, against
      expenses (including attorneys' fees), judgments, fines, and amounts
      paid in settlement actually and reasonably incurred by him in
      connection with such action, suit, or proceeding if he acted in good
      faith and in a manner 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 on a plea of
      nolo contendere or its equivalent, shall 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 with respect to any criminal action
      or proceeding, had reasonable cause to believe that his conduct was
      unlawful.

            (2)   A corporation shall have power to 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 attorneys' fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the corporation and
      except that no indemnification shall be made in respect of any claim,
      issue, or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the corporation unless and only to the extent that the court in
      which such action or suit was brought shall determine on application
      that, despite the adjudication of liability but in view of all
      circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      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 1) or (2) of
      this subsection, or in defense of any claim, issue or matter therein,
      he shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.


<PAGE>  2


            (4)   The indemnification provided by this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification may be entitled under any bylaws, agreement, vote of
      stockholders or disinterested directors or otherwise, both as to
      action in his official capacity and as to action in another capacity
      while holding such office, and shall continue as to a person who has
      ceased to be a director, officer, employee, or agent and shall inure
      to the benefit of the heirs, executors, and administrators of such a
      person.

      Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company pursuant to the foregoing provisions or otherwise, we are aware
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.

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 1933:

                  (ii) To reflect in the prospectus any facts or events
            arising after the effective date of this 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 this Registration Statement:

                  (iii) To include any material information with respect to
            the plan of distribution not previously disclosed in this
            Registration Statement or any material change to such
            information in this Registration Statement; provided, however,
            that paragraph (1)(i) and (I)(ii) do not apply if the
            information required to be included in a post-effective
            amendment by those paragraph is contained in periodic
            reports filed by the Company pursuant to Section 13 or Section
            15 (d) of the Exchange Act that are incorporated by reference in
            this Registration Statement.

            (2)   That for the purpose of determining any liability under
      the Securities Act of 1933, each such post-effective amendments 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.


<PAGE>  3


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

            (4)   The undersigned Company 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 Section 15 (d) of the Securities and 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.

            (5)   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 above-described
      provisions or otherwise, the Company has been advised that in the
      opinion of the Commission such indemnification is against public
      policy as expressed in the Securities act of 1933 and is, therefore,
      unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the Company of expenses
      incurred or paid by a director, officer or controlling person of 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 the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction
      the question whether such indemnification by it is against public
      policy as expressed in the Securities Act of 1933 and will be governed
      by the final adjudication of such issue.

                                 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 a form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in North Palm Beach, State of Florida on
October 3, 2001.

                                       Bravo! Foods International Corp.:


                                       By /s/  Roy G. Warren
                                          ------------------------------
                                          Roy G. Warren, Chief Executive
                                          Officer, Secretary and Director

      Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have signed
this Registration Statement below.

Signature              Title                                Date
---------              -----                                ----

s/ Roy G. Warren       Chief Executive Officer              October 3, 2001
-------------------    Secretary and Director
Roy G. Warren

/s/ Michael Davis      Chief Financial Officer              October 3, 2001
-------------------
Michael Davis

/s/ Nancy Yuan         Assistant Secretary and Treasurer    October 3, 2001
-------------------
Nancy Yuan


<PAGE>  4


                              INDEX TO EXHIBITS

      Exhibit
      NO.               Description
      -------           -----------

       4.1  Common Stock Compensation Agreements

                        Number of Shares
                        ----------------

            4.1(a)           50,000         Tim Ransom, Consultant (1)(4)

            4.1(b)          100,000         John McCormack, Employee (2)

            4.1(c)           65,000         Michael Edwards, Employee (3)

            4.1(d)           30,000         Susan Lurvey, Employee (4)

            4.1(e)           30,000         Dennison Chapman, Employee (4)

       5.1  Opinion of Counsel, regarding the legality of the securities
            registered hereunder.

      23.1  Consent of Independent Public Accountants.

            Consent of Counsel (included as part of Exhibit 5.1)

<FN>
<F1>  Filed with the Company's S-8 Registration Statement on May 25, 2000
<F2>  Filed with the Company's SB-2/A Registration Statement (Fourth
      Amendment) on May 4, 2001
<F3>  Filed with the Company's SB-2/A Registration Statement (Third
      Amendment) on February 21, 2001
<F4>  Secretary's Certificate of Board of Directors' resolutions for these
      shares is filed herewith.
</FN>


<PAGE>  5
[{"type": "S-8", "sequence": "1", "filename": "bravo-s8.txt", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 17313}]
{"company-data": {"conformed-name": "CHINA PREMIUM FOOD CORP", "cik": "0001061029", "assigned-sic": "2020", "irs-number": "621681831", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71216", "film-number": "1754613"}, "business-address": {"street1": "11300 US HIGHWAY 1 SUITE 202", "city": "NORTH PALM BEACH", "state": "FL", "zip": "33408", "phone": "5616251411"}, "mail-address": {"street1": "11300 US HIGHWAY 1 SUITE 202", "city": "NORTH PALM BEACH", "state": "FL", "zip": "33408"}, "former-company": {"former-conformed-name": "CHINA PEREGRINE FOOD CORP", "date-changed": "19981104"}}
As filed with the Securities and Exchange Commission on October 5, 2001
                                                                    Reg. No. 33

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     ___________________________________
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                     ___________________________________

                      BRAVO! FOODS INTERNATIONAL CORP.
                  (Formerly China Premium Food Corporation)

           (Exact name of registrant as specified in its charter)

           Delaware                                         62-1681831
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        identification No.)

                        11300 US Highway 1, Suite 202
                       North Palm Beach, Florida 33408
                               (561) 625-1411
                  (Address of principal executive offices)
              ________________________________________________

                    COMMON STOCK COMPENSATION AGREEMENTS

                            (Full title of plan)
                      ________________________________

                                Roy G. Warren
                           Chief Executive Officer
                        11300 US Highway 1, Suite 202
                       North Palm Beach, Florida 33408
                   (Name and address of agent for service)
                               (561) 625-1411
        (Telephone number, including area code of agent for service)

                       CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
___________________________________________________________________________________________
                                       Proposed          Proposed
                                       maximum           maximum
Title of securities    Amount to be    offering price    Aggregate         Amount of
to be registered       Registered      per share         offering Price    registration fee
___________________________________________________________________________________________
Common Stock              275,000           $0.50           $137,500            $34.38
(par value .001)
___________________________________________________________________________________________
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the market trading
price of the Company's common stock existing at September 27, 2001.
PART I

            INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

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

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the registration statement in accordance with
    Rule 428 under the Securities Act of 1933.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents filed by Bravo! Foods International Corp.
(formerly China Premium Food Corporation) with the Securities and Exchange
are incorporated by reference herein:

            (a) the Company's annual report on Form 10-KSB for the fiscal
      year ended December 31, 2000 (Commission File No. 0-25039);

            (b) all other reports filed by the Company pursuant to Section
      13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as
      amended, since December 31, 2000, through the date hereof;

            (c) the Company's Form 10SB12G/A, file No. 000-25039 dated March
      12, 1999, filed pursuant to Section 12 of the Exchange Act, in which
      there is described the terms, rights and provisions applicable to the
      Company's outstanding Common Stock;

            (d) any document filed by the Company with the Commission
      pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act
      subsequent to the date hereof, but prior to the filing of a post-
      effective amendment to this Registration Statement which indicates
      that all shares of Common Stock registered hereunder have been sold or
      that deregisters all such shares of common Stock then remaining
      unsold, such documents being deemed to be incorporated by reference
      herein and to be part hereof from the date of filing of such
      documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Stibel & Toulan LLP, counsel to the Company, is passing upon the
validity of the common stock being registered. A partner of Stibel & Toulan
LLP owns approximately 95,000 shares of common stock.
1

Item 6. Indemnification of Directors and Officers

      The Company's Certificate of Incorporation provides that the Company
"shall be empowered to indemnify" to the full extent of its power to do so,
all directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

      Section 145 of the Delaware General Corporation Law provides in
relevant part as follows:

            (1)   A corporation shall have power to 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 (other than an
      action by or in the right of the corporation) by reason of the fact
      that he is or was a director, officer, employee, or agent of the
      corporation, or is or was serving at the request of the corporation as
      a director, officer, employee, or agent of another corporation,
      partnership, joint venture, trust, or other enterprise, against
      expenses (including attorneys' fees), judgments, fines, and amounts
      paid in settlement actually and reasonably incurred by him in
      connection with such action, suit, or proceeding if he acted in good
      faith and in a manner 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 on a plea of
      nolo contendere or its equivalent, shall 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 with respect to any criminal action
      or proceeding, had reasonable cause to believe that his conduct was
      unlawful.

            (2)   A corporation shall have power to 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 attorneys' fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the corporation and
      except that no indemnification shall be made in respect of any claim,
      issue, or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the corporation unless and only to the extent that the court in
      which such action or suit was brought shall determine on application
      that, despite the adjudication of liability but in view of all
      circumstances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses which such court shall deem
      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 1) or (2) of
      this subsection, or in defense of any claim, issue or matter therein,
      he shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith.
2

            (4)   The indemnification provided by this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification may be entitled under any bylaws, agreement, vote of
      stockholders or disinterested directors or otherwise, both as to
      action in his official capacity and as to action in another capacity
      while holding such office, and shall continue as to a person who has
      ceased to be a director, officer, employee, or agent and shall inure
      to the benefit of the heirs, executors, and administrators of such a
      person.

      Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company pursuant to the foregoing provisions or otherwise, we are aware
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.

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 1933:

                  (ii) To reflect in the prospectus any facts or events
            arising after the effective date of this 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 this Registration Statement:

                  (iii) To include any material information with respect to
            the plan of distribution not previously disclosed in this
            Registration Statement or any material change to such
            information in this Registration Statement; provided, however,
            that paragraph (1)(i) and (I)(ii) do not apply if the
            information required to be included in a post-effective
            amendment by those paragraph is contained in periodic
            reports filed by the Company pursuant to Section 13 or Section
            15 (d) of the Exchange Act that are incorporated by reference in
            this Registration Statement.

            (2)   That for the purpose of determining any liability under
      the Securities Act of 1933, each such post-effective amendments shall
      be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
      thereof.
3

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

            (4)   The undersigned Company 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 Section 15 (d) of the Securities and 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.

            (5)   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 above-described
      provisions or otherwise, the Company has been advised that in the
      opinion of the Commission such indemnification is against public
      policy as expressed in the Securities act of 1933 and is, therefore,
      unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the Company of expenses
      incurred or paid by a director, officer or controlling person of 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 the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction
      the question whether such indemnification by it is against public
      policy as expressed in the Securities Act of 1933 and will be governed
      by the final adjudication of such issue.

                                 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 a form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in North Palm Beach, State of Florida on
October 3, 2001.

                                       Bravo! Foods International Corp.:

                                       By /s/  Roy G. Warren
                                          ------------------------------
                                          Roy G. Warren, Chief Executive
                                          Officer, Secretary and Director

      Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have signed
this Registration Statement below.

Signature              Title                                Date
---------              -----                                ----

s/ Roy G. Warren       Chief Executive Officer              October 3, 2001
-------------------    Secretary and Director
Roy G. Warren

/s/ Michael Davis      Chief Financial Officer              October 3, 2001
-------------------
Michael Davis

/s/ Nancy Yuan         Assistant Secretary and Treasurer    October 3, 2001
-------------------
Nancy Yuan
4

                              INDEX TO EXHIBITS

      Exhibit
      NO.               Description
      -------           -----------

       4.1  Common Stock Compensation Agreements

                        Number of Shares
                        ----------------

            4.1(a)           50,000         Tim Ransom, Consultant (1)(4)

            4.1(b)          100,000         John McCormack, Employee (2)

            4.1(c)           65,000         Michael Edwards, Employee (3)

            4.1(d)           30,000         Susan Lurvey, Employee (4)

            4.1(e)           30,000         Dennison Chapman, Employee (4)

       5.1  Opinion of Counsel, regarding the legality of the securities
            registered hereunder.

      23.1  Consent of Independent Public Accountants.

            Consent of Counsel (included as part of Exhibit 5.1)
Filed with the Company's S-8 Registration Statement on May 25, 2000
Filed with the Company's SB-2/A Registration Statement (Fourth
      Amendment) on May 4, 2001
Filed with the Company's SB-2/A Registration Statement (Third
      Amendment) on February 21, 2001
Secretary's Certificate of Board of Directors' resolutions for these
      shares is filed herewith.
5