UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                       Commission File Number: 0-29417

                                     ICRYSTAL, INC.
                (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER

                 DELAWARE                                    62-1581902
        ------------------------------                 ------------------
       (STATE OR OTHER JURISDICTION OF                  (I.R.S.  EMPLOYER
       INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

                        3237 King George Hwy., Ste. 101-B
                    Surrey, British Columbia, V5P 1B7 Canada
              -------------------------------------------------------
                  (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)

                      2000 Incentive Plan of ICrystal, Inc.
                           (FULL  TITLE  OF  THE  PLAN)

                             Larry J. Hrabi, President
                          3237 King George Hwy., Ste. 101-B
                      Surrey, British Columbia, V4P 1B7 Canada
              ------------------------------------------------------
                  (NAME  AND  ADDRESS  OF  AGENT  FOR  SERVICE)

                                  (604) 542-5021
         -----------------------------------------------------------------
        (TELEPHONE  NUMBER,  INCLUDING  AREA  CODE,  OF  AGENT FOR SERVICE)


                           CALCULATION OF REGISTRATION FEE
                -------------------------------------------------
TITLE OF         AMOUNT TO BE   PROPOSED   MAXIMUM   PROPOSED MAXIMUM    AMOUNT
SECURITIES TO    REGISTERED     OFFERING   PRICE     AGGREGATE OFFERING    OF
REGISTRATION                     PRICE      PER          PRICE           REGIS-
BE REGISTERED                     PER      SHARE                         TRATION
                                 SHARE                                    FEE
--------------------------------------------------------------------------------

Common Stock,     3,000,000      $ .20    $  .20      $600,000       $ 158.40
 .001 Par Value

PART  I.  INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.  PLAN  INFORMATION

(A)  GENERAL  PLAN  INFORMATION

(1) THE  PLAN IS ENTITLED " 2000 INCENTIVE  PLAN  OF  ICRYSTAL, INC. " AND IS TO
BE  OFFERED  BY  ICRYSTAL, INC. (HEREINAFTER "REGISTRANT" OR THE "COMPANY").

(2) THE  GENERAL  NATURE AND  PURPOSE IS TO TO ENABLE  THE  COMPANY TO  ATTRACT,
                                                       ------------
RETAIN  AND  MOTIVATE  THEIR  EMPLOYEES  AND  CONSULTANTS  BY  PROVIDING  FOR OR
INCREASING THE  PROPRIETARY  INTERESTS OF SUCH EMPLOYEES AND  CONSULTANTS IN THE
COMPANY,  AND TO  ENABLE  THE  COMPANY  TO  ATTRACT,  RETAIN  AND  MOTIVATE  ITS
                          ------------

<PAGE>


NON-EMPLOYEE  DIRECTORS  AND  FURTHER  ALIGN THEIR  INTERESTS  WITH THOSE OF THE
SHAREHOLDERS  OF THE COMPANY BY  PROVIDING  FOR OR  INCREASING  THE  PROPRIETARY
                 -----------
INTERESTS OF SUCH DIRECTORS IN THE COMPANY. THE PLAN PROVIDES THAT NO AWARDS MAY
                               -----------
BE GRANTED  AFTER APRIL 4, 2010.  THE PLAN  ADMINISTRATOR  HAS SOLE AND ABSOLUTE
DISCRETION  REGARDING  ALL TERMS AND  CONDITIONS  REGARDING ANY AWARDS UNDER THE
PLAN.

(3)  THE  PLAN  IS  NOT,  UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS  OF  ERISA.

(4)  CONTACT  INFORMATION:    LARRY  J. HRABI, CEO  OF  REGISTRANT;   TELEPHONE:
604-542-5021. THE ADMINISTRATORS OF THE PLAN ARE LARRY J. HRABI AND DOUG SLAMKO,
WHO ARE OFFICERS,  DIRECTORS AND SHAREHOLDERS OF REGISTRANT.  THE ADMINISTRATORS
ARE SELECTED BY THE BOARD OF DIRECTORS  OF  REGISTRANT,  FOR A TERM OF ONE YEAR,
AND MAY BE REMOVED BY RESOLUTION OF THE BOARD OF DIRECTORS.

(B)  SECURITIES  TO  BE  OFFERED

(1)     A TOTAL OF 3,000,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.

(2)     NOT  APPLICABLE

(C)  EMPLOYEES  WHO  MAY  PARTICIPATE  IN  THE  PLAN:  EMPLOYEES,   NON-EMPLOYEE
DIRECTORS,  INDEPENDENT  CONTRACTORS OR CONSULTANTS OF THE COMPANY OR ANY OF ITS
                                                       -----------
SUBSIDIARIES, AS SET FORTH IN THE PLAN.
------------

                                    2
<PAGE>


(D)  PURCHASE  OF  SECURITIES  PURSUANT  TO  THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:

     (1)  PLAN  PARTICIPANTS  MAY BE GRANTED  AWARDS  UNDER THE PLAN AND RECEIVE
          SHARES  OF  COMMON  STOCK AT ANY TIME  PRIOR  TO  APRIL 4,  2010,  THE
          TERMINATION  DATE OF THE PLAN. THE PRICE AT WHICH THE COMMON STOCK MAY
          BE PURCHASED,  THE BASIS FOR  DETERMINATION  OF THE PURCHASE PRICE AND
          ANY TERMS  REGARDING  THE AMOUNT OF COMMON STOCK ANY PLAN  PARTICIPANT
          MAY PURCHASE ARE ALL SUBJECT TO THE SOLE AND  ABSOLUTE  DISCRETION  OF
          THE ADMINISTRATOR. THE INITIAL PRICE AT WHICH THE COMMON STOCK MAY BE
          PURCHASED IS $.20.

     (2)  THE TIME AND MANNER OF PAYMENT FOR COMMON  STOCK  PURCHASED IS SUBJECT
          TO THE DISCRETION OF THE ADMINISTRATOR, AS PROVIDED IN SECTION 3(d) OF
          THE PLAN.

     (3)  THE  ADMINISTRATOR  HAS SOLE AND ABSOLUTE  DISCRETION TO ESTABLISH THE
          AMOUNT OF COMMON  STOCK ANY PLAN  PARTICIPANT  MAY  ACQUIRE  UNDER THE
          PLAN.

     (4)  THE PLAN  DOES NOT  PROVIDE  FOR ANY  CONTRIBUTIONS  TO BE MADE BY THE
          REGISTRANT OR ANY EMPLOYER.

     (5)  THERE ARE NO PROVISIONS RELATING TO NATURE OR FREQUENCY OF ANY REPORTS
          TO BE MADE TO PLAN  PARTICIPANTS  REGARDING  THE  AMOUNT  OR STATUS OF
          THEIR ACCOUNTS.

     (6)  THE SECURITIES WILL BE PURCHASED DIRECTLY FROM REGISTRANT'S  TREASURY;
          NO FEES, COMMISSIONS OR OTHER CHARGES WILL BE PAID.

(E)  RESALE  RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY CONTEMPLATED.

(F)  TAX EFFECTS OF  PLAN PARTICIPATION: PLAN  PARTICIPANTS  MAY REALIZE  A GAIN
WHEN THEY SELL THE  SHARES,  BASED ON THE SALE  PRICE  THEY  RECEIVE  VERSUS THE
PURCHASE PRICE.  REGISTRANT  DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF.  THE
PLAN DOES NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(a)
OF THE  INTERNAL  REVENUE  CODE.  THE  INVESTMENT  COMPANY  ACT OF  1940  IS NOT
APPLICABLE.

(G)  INVESTMENT  OF FUNDS: THE FUNDS RECEIVED, IF ANY, WILL BE USED  FOR GENERAL
USE OF REGISTRANT.

(H)  WITHDRAWAL  FROM  THE  PLAN;  ASSIGNMENT  OF  INTEREST

     (1)  THE  PLAN  DOES  NOT  CONTAIN  PROVISIONS   REGARDING   WITHDRAWAL  OR
          TERMINATION,  AND NONE ARE CURRENTLY  CONTEMPLATED.  HOWEVER, THE PLAN
          ADMINISTRATOR  HAS THE  SOLE AND  ABSOLUTE  DISCRETION  TO ADOPT  SUCH
          PROVISIONS AT ANY TIME.

     (2)  THE  PLAN  DOES  NOT  CONTAIN  PROVISIONS   REGARDING   ASSIGNMENT  OR
          HYPOTHECATION, AND NONE ARE CURRENTLY CONTEMPLATED.  HOWEVER, THE PLAN
          ADMINISTRATOR  HAS THE  SOLE AND  ABSOLUTE  DISCRETION  TO ADOPT  SUCH
          PROVISIONS AT ANY TIME.

     (3)  NOT APPLICABLE

(I)  FORFEITURES AND PENALTIES:  THERE IS  NO  CURRENTLY CONTEMPLATED FORFEITURE
OR PENALTY EVENT.

(J)  CHARGES,  DEDUCTIONS  AND  LIENS  THEREFOR:

     (1)  THERE ARE NO PROVISIONS FOR CHARGES OR DEDUCTIONS UNDER THE PLAN.


                                       3

<PAGE>


     (2)  THERE ARE NO PROVISIONS FOR THE CREATION OF ANY LIEN UNDER THE PLAN.

     (3)  NOT  APPLICABLE



ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

REGISTRANT  PLANS  TO  IMMEDIATELY  FORWARD  A COPY OF THIS  FORM AND ALL OF THE
DOCUMENTS  INCORPORATED  BY REFERENCE TO POTENTIAL  PLAN  PARTICIPANTS  UPON THE
FILING OF THIS FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.

PART  II.  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

(A) THE  FORM  10-SB  REPORT  FILED  BY  REGISTRANT  ON MAY 30,  2000 IS  HEREBY
INCORPORATED BY REFERENCE.

(B) THE 10-Q REPORT FILED BY REGISTRANT  FOR THE FISCAL QUARTER ENDING MARCH 31,
2000, IS HEREBY INCORPORATED BY REFERENCE.

(C) THE  FORM  10-SB  REPORT  FILED  BY  REGISTRANT  ON MAY 30,  2000 IS  HEREBY
INCORPORATED BY REFERENCE.


IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A),  13(C), 14 AND 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.

ITEM  4.  DESCRIPTION  OF  SECURITIES

NOT  APPLICABLE.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

THERE ARE NO RELEVANT  INTERESTS  OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

REGISTRANT'S  CHARTER  GENERALLY  INDEMNIFIES  A DIRECTOR OR AN OFFICER  AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

NO  RESTRICTED  SECURITIES  ARE TO BE  REOFFERED  OR  RESOLD  PURSUANT  TO  THIS
REGISTRATION STATEMENT  AND,THEREFORE,  NO EXEMPTION FROM REGISTRATION IS HEREBY
CLAIMED FOR SUCH SECURITIES.

ITEM  8.  EXHIBITS

     (a)  AN  OPINION  OF  COUNSEL  AS TO THE  LEGALITY  OF THE  ORIGINAL  ISSUE
          SECURITIES IS PROVIDED IN EXHIBIT 5.

     (b)  REGISTRANT  WILL  SUBMIT  THE PLAN AND ANY  AMENDMENT  THERETO  TO THE
          INTERNAL  REVENUE SERVICE ("IRS") IN A TIMELY MANNER AND WILL MAKE ALL
          CHANGES REQUIRED BY THE IRS IN ORDER TO QUALIFY THE PLAN.


     REGISTRANT  FURNISHES  THE  FOLLOWING  EXHIBITS  REQUIRED  BY  ITEM  601 0F
     REGULATION S-K:

                                       4

<PAGE>


EXHIBIT 4 - 2000 INCENTIVE PLAN OF ICRYSTAL, INC.

EXHIBIT 5 - OPINION OF LEGAL COUNSEL

EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL  INFORMATION IS INCORPORATED
FROM REGISTRANT'S FORM 10-Q FILED FOR THE QUARTER ENDED MARCH 31, 2000.

EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL ARE INCORPORATED  FROM REGISTRANT'S
PREVIOUS FORM 10-SB AND 10-Q FILINGS. ALSO, SEE EXHIBIT 5.



ITEM  9.  UNDERTAKINGS

     THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

     (1)  THAT,  FOR  THE  PURPOSE  OF  DETERMINING   ANY  LIABILITY  UNDER  THE
          SECURITIES ACT OF 1933, EACH POST-EFFECTIVE  AMENDMENT SHALL BE DEEMED
          TO BE A NEW REGISTRATION  STATEMENT RELATING TO THE SECURITIES OFFERED
          THEREIN,  AND THE  OFFERING OF SUCH  SECURITIES  AT THAT TIME SHALL BE
          DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF.

     (2)  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.


     INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 (THE  "SECURITIES  ACT") 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 SECURITIES ACT AND IS, THEREFORE,  UNENFORCEABLE.  IN THE EVENT
THAT A CLAIM  FOR  INDEMNIFICATION  AGAINST  SUCH  LIABILITIES  (OTHER  THAN THE
PAYMENT BY  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,  REGISTRANT WILL, UNLESS IN
THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT  TO A  COURT  OF  APPROPRIATE  JURISDICTION  THE  QUESTION  WHETHER  SUCH
INDEMNIFICATION  BY IT IS AGAINST  PUBLIC POLICY AS EXPRESSED IN THE  SECURITIES
ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

                                       5

<PAGE>



                             SIGNATURES
                             ----------

PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE  ADMINISTRATORS
OF THE ICRYSTAL,  INC. 2000  INCENTIVE  PLAN HAVE DULY CAUSED THIS  REGISTRATION
STATEMENT  TO BE  SIGNED  ON ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED, IN THE CITY OF VANCOUVER, B.C., CANADA ON JULY 14, 2000.

ICRYSTAL, INC.,
A DELAWARE  CORPORATION



BY:/s/LARRY J. HRABI
   ----------------------------
   LARRY J. HRABI, DIRECTOR AND
   PLAN ADMINISTRATOR



BY:/s/DOUG SLAMKO
   -------------------------
   DOUG SLAMKO, DIRECTOR AND
   PLAN ADMINISTRATOR



                                       6
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{"company-data": {"conformed-name": "I CRYSTAL INC", "cik": "0001103384", "assigned-sic": "7370", "irs-number": "621581902", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41546", "film-number": "673786"}, "business-address": {"street1": "3237 KING GEORGE HIGHWAY", "street2": "SUITE 101 B V5P 1B7 BRITISH COLUMBIA", "city": "CANADA", "phone": "6045425021"}, "mail-address": {"street1": "3237 KING GEORGE HIGHWAY SUITE 101 B", "street2": "BRITISH COLUMBIA V5P 1B7", "city": "CANADA"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                       Commission File Number: 0-29417

                                     ICRYSTAL, INC.
                (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER

                 DELAWARE                                    62-1581902
        ------------------------------                 ------------------
       (STATE OR OTHER JURISDICTION OF                  (I.R.S.  EMPLOYER
       INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

                        3237 King George Hwy., Ste. 101-B
                    Surrey, British Columbia, V5P 1B7 Canada
              -------------------------------------------------------
                  (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)

                      2000 Incentive Plan of ICrystal, Inc.
                           (FULL  TITLE  OF  THE  PLAN)

                             Larry J. Hrabi, President
                          3237 King George Hwy., Ste. 101-B
                      Surrey, British Columbia, V4P 1B7 Canada
              ------------------------------------------------------
                  (NAME  AND  ADDRESS  OF  AGENT  FOR  SERVICE)

                                  (604) 542-5021
         -----------------------------------------------------------------
        (TELEPHONE  NUMBER,  INCLUDING  AREA  CODE,  OF  AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE
                -------------------------------------------------
TITLE OF         AMOUNT TO BE   PROPOSED   MAXIMUM   PROPOSED MAXIMUM    AMOUNT
SECURITIES TO    REGISTERED     OFFERING   PRICE     AGGREGATE OFFERING    OF
REGISTRATION                     PRICE      PER          PRICE           REGIS-
BE REGISTERED                     PER      SHARE                         TRATION
                                 SHARE                                    FEE
--------------------------------------------------------------------------------

Common Stock,     3,000,000      $ .20    $  .20      $600,000       $ 158.40
 .001 Par Value

PART  I.  INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.  PLAN  INFORMATION

(A)  GENERAL  PLAN  INFORMATION

(1) THE  PLAN IS ENTITLED " 2000 INCENTIVE  PLAN  OF  ICRYSTAL, INC. " AND IS TO
BE  OFFERED  BY  ICRYSTAL, INC. (HEREINAFTER "REGISTRANT" OR THE "COMPANY").

(2) THE  GENERAL  NATURE AND  PURPOSE IS TO TO ENABLE  THE  COMPANY TO  ATTRACT,
                                                       ------------
RETAIN  AND  MOTIVATE  THEIR  EMPLOYEES  AND  CONSULTANTS  BY  PROVIDING  FOR OR
INCREASING THE  PROPRIETARY  INTERESTS OF SUCH EMPLOYEES AND  CONSULTANTS IN THE
COMPANY,  AND TO  ENABLE  THE  COMPANY  TO  ATTRACT,  RETAIN  AND  MOTIVATE  ITS
                          ------------
NON-EMPLOYEE  DIRECTORS  AND  FURTHER  ALIGN THEIR  INTERESTS  WITH THOSE OF THE
SHAREHOLDERS  OF THE COMPANY BY  PROVIDING  FOR OR  INCREASING  THE  PROPRIETARY
                 -----------
INTERESTS OF SUCH DIRECTORS IN THE COMPANY. THE PLAN PROVIDES THAT NO AWARDS MAY
                               -----------
BE GRANTED  AFTER APRIL 4, 2010.  THE PLAN  ADMINISTRATOR  HAS SOLE AND ABSOLUTE
DISCRETION  REGARDING  ALL TERMS AND  CONDITIONS  REGARDING ANY AWARDS UNDER THE
PLAN.

(3)  THE  PLAN  IS  NOT,  UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS  OF  ERISA.

(4)  CONTACT  INFORMATION:    LARRY  J. HRABI, CEO  OF  REGISTRANT;   TELEPHONE:
604-542-5021. THE ADMINISTRATORS OF THE PLAN ARE LARRY J. HRABI AND DOUG SLAMKO,
WHO ARE OFFICERS,  DIRECTORS AND SHAREHOLDERS OF REGISTRANT.  THE ADMINISTRATORS
ARE SELECTED BY THE BOARD OF DIRECTORS  OF  REGISTRANT,  FOR A TERM OF ONE YEAR,
AND MAY BE REMOVED BY RESOLUTION OF THE BOARD OF DIRECTORS.

(B)  SECURITIES  TO  BE  OFFERED

(1)     A TOTAL OF 3,000,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.

(2)     NOT  APPLICABLE

(C)  EMPLOYEES  WHO  MAY  PARTICIPATE  IN  THE  PLAN:  EMPLOYEES,   NON-EMPLOYEE
DIRECTORS,  INDEPENDENT  CONTRACTORS OR CONSULTANTS OF THE COMPANY OR ANY OF ITS
                                                       -----------
SUBSIDIARIES, AS SET FORTH IN THE PLAN.
------------

                                    2
(D)  PURCHASE  OF  SECURITIES  PURSUANT  TO  THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:

     (1)  PLAN  PARTICIPANTS  MAY BE GRANTED  AWARDS  UNDER THE PLAN AND RECEIVE
          SHARES  OF  COMMON  STOCK AT ANY TIME  PRIOR  TO  APRIL 4,  2010,  THE
          TERMINATION  DATE OF THE PLAN. THE PRICE AT WHICH THE COMMON STOCK MAY
          BE PURCHASED,  THE BASIS FOR  DETERMINATION  OF THE PURCHASE PRICE AND
          ANY TERMS  REGARDING  THE AMOUNT OF COMMON STOCK ANY PLAN  PARTICIPANT
          MAY PURCHASE ARE ALL SUBJECT TO THE SOLE AND  ABSOLUTE  DISCRETION  OF
          THE ADMINISTRATOR. THE INITIAL PRICE AT WHICH THE COMMON STOCK MAY BE
          PURCHASED IS $.20.

     (2)  THE TIME AND MANNER OF PAYMENT FOR COMMON  STOCK  PURCHASED IS SUBJECT
          TO THE DISCRETION OF THE ADMINISTRATOR, AS PROVIDED IN SECTION 3(d) OF
          THE PLAN.

     (3)  THE  ADMINISTRATOR  HAS SOLE AND ABSOLUTE  DISCRETION TO ESTABLISH THE
          AMOUNT OF COMMON  STOCK ANY PLAN  PARTICIPANT  MAY  ACQUIRE  UNDER THE
          PLAN.

     (4)  THE PLAN  DOES NOT  PROVIDE  FOR ANY  CONTRIBUTIONS  TO BE MADE BY THE
          REGISTRANT OR ANY EMPLOYER.

     (5)  THERE ARE NO PROVISIONS RELATING TO NATURE OR FREQUENCY OF ANY REPORTS
          TO BE MADE TO PLAN  PARTICIPANTS  REGARDING  THE  AMOUNT  OR STATUS OF
          THEIR ACCOUNTS.

     (6)  THE SECURITIES WILL BE PURCHASED DIRECTLY FROM REGISTRANT'S  TREASURY;
          NO FEES, COMMISSIONS OR OTHER CHARGES WILL BE PAID.

(E)  RESALE  RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY CONTEMPLATED.

(F)  TAX EFFECTS OF  PLAN PARTICIPATION: PLAN  PARTICIPANTS  MAY REALIZE  A GAIN
WHEN THEY SELL THE  SHARES,  BASED ON THE SALE  PRICE  THEY  RECEIVE  VERSUS THE
PURCHASE PRICE.  REGISTRANT  DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF.  THE
PLAN DOES NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(a)
OF THE  INTERNAL  REVENUE  CODE.  THE  INVESTMENT  COMPANY  ACT OF  1940  IS NOT
APPLICABLE.

(G)  INVESTMENT  OF FUNDS: THE FUNDS RECEIVED, IF ANY, WILL BE USED  FOR GENERAL
USE OF REGISTRANT.

(H)  WITHDRAWAL  FROM  THE  PLAN;  ASSIGNMENT  OF  INTEREST

     (1)  THE  PLAN  DOES  NOT  CONTAIN  PROVISIONS   REGARDING   WITHDRAWAL  OR
          TERMINATION,  AND NONE ARE CURRENTLY  CONTEMPLATED.  HOWEVER, THE PLAN
          ADMINISTRATOR  HAS THE  SOLE AND  ABSOLUTE  DISCRETION  TO ADOPT  SUCH
          PROVISIONS AT ANY TIME.

     (2)  THE  PLAN  DOES  NOT  CONTAIN  PROVISIONS   REGARDING   ASSIGNMENT  OR
          HYPOTHECATION, AND NONE ARE CURRENTLY CONTEMPLATED.  HOWEVER, THE PLAN
          ADMINISTRATOR  HAS THE  SOLE AND  ABSOLUTE  DISCRETION  TO ADOPT  SUCH
          PROVISIONS AT ANY TIME.

     (3)  NOT APPLICABLE

(I)  FORFEITURES AND PENALTIES:  THERE IS  NO  CURRENTLY CONTEMPLATED FORFEITURE
OR PENALTY EVENT.

(J)  CHARGES,  DEDUCTIONS  AND  LIENS  THEREFOR:

     (1)  THERE ARE NO PROVISIONS FOR CHARGES OR DEDUCTIONS UNDER THE PLAN.

                                       3
(2)  THERE ARE NO PROVISIONS FOR THE CREATION OF ANY LIEN UNDER THE PLAN.

     (3)  NOT  APPLICABLE

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

REGISTRANT  PLANS  TO  IMMEDIATELY  FORWARD  A COPY OF THIS  FORM AND ALL OF THE
DOCUMENTS  INCORPORATED  BY REFERENCE TO POTENTIAL  PLAN  PARTICIPANTS  UPON THE
FILING OF THIS FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.

PART  II.  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

(A) THE  FORM  10-SB  REPORT  FILED  BY  REGISTRANT  ON MAY 30,  2000 IS  HEREBY
INCORPORATED BY REFERENCE.

(B) THE 10-Q REPORT FILED BY REGISTRANT  FOR THE FISCAL QUARTER ENDING MARCH 31,
2000, IS HEREBY INCORPORATED BY REFERENCE.

(C) THE  FORM  10-SB  REPORT  FILED  BY  REGISTRANT  ON MAY 30,  2000 IS  HEREBY
INCORPORATED BY REFERENCE.

IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A),  13(C), 14 AND 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.

ITEM  4.  DESCRIPTION  OF  SECURITIES

NOT  APPLICABLE.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

THERE ARE NO RELEVANT  INTERESTS  OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

REGISTRANT'S  CHARTER  GENERALLY  INDEMNIFIES  A DIRECTOR OR AN OFFICER  AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

NO  RESTRICTED  SECURITIES  ARE TO BE  REOFFERED  OR  RESOLD  PURSUANT  TO  THIS
REGISTRATION STATEMENT  AND,THEREFORE,  NO EXEMPTION FROM REGISTRATION IS HEREBY
CLAIMED FOR SUCH SECURITIES.

ITEM  8.  EXHIBITS

     (a)  AN  OPINION  OF  COUNSEL  AS TO THE  LEGALITY  OF THE  ORIGINAL  ISSUE
          SECURITIES IS PROVIDED IN EXHIBIT 5.

     (b)  REGISTRANT  WILL  SUBMIT  THE PLAN AND ANY  AMENDMENT  THERETO  TO THE
          INTERNAL  REVENUE SERVICE ("IRS") IN A TIMELY MANNER AND WILL MAKE ALL
          CHANGES REQUIRED BY THE IRS IN ORDER TO QUALIFY THE PLAN.

     REGISTRANT  FURNISHES  THE  FOLLOWING  EXHIBITS  REQUIRED  BY  ITEM  601 0F
     REGULATION S-K:

                                       4
EXHIBIT 4 - 2000 INCENTIVE PLAN OF ICRYSTAL, INC.

EXHIBIT 5 - OPINION OF LEGAL COUNSEL

EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL  INFORMATION IS INCORPORATED
FROM REGISTRANT'S FORM 10-Q FILED FOR THE QUARTER ENDED MARCH 31, 2000.

EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL ARE INCORPORATED  FROM REGISTRANT'S
PREVIOUS FORM 10-SB AND 10-Q FILINGS. ALSO, SEE EXHIBIT 5.

ITEM  9.  UNDERTAKINGS

     THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

     (1)  THAT,  FOR  THE  PURPOSE  OF  DETERMINING   ANY  LIABILITY  UNDER  THE
          SECURITIES ACT OF 1933, EACH POST-EFFECTIVE  AMENDMENT SHALL BE DEEMED
          TO BE A NEW REGISTRATION  STATEMENT RELATING TO THE SECURITIES OFFERED
          THEREIN,  AND THE  OFFERING OF SUCH  SECURITIES  AT THAT TIME SHALL BE
          DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF.

     (2)  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.

     INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 (THE  "SECURITIES  ACT") 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 SECURITIES ACT AND IS, THEREFORE,  UNENFORCEABLE.  IN THE EVENT
THAT A CLAIM  FOR  INDEMNIFICATION  AGAINST  SUCH  LIABILITIES  (OTHER  THAN THE
PAYMENT BY  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,  REGISTRANT WILL, UNLESS IN
THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT  TO A  COURT  OF  APPROPRIATE  JURISDICTION  THE  QUESTION  WHETHER  SUCH
INDEMNIFICATION  BY IT IS AGAINST  PUBLIC POLICY AS EXPRESSED IN THE  SECURITIES
ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

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SIGNATURES
                             ----------

PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE  ADMINISTRATORS
OF THE ICRYSTAL,  INC. 2000  INCENTIVE  PLAN HAVE DULY CAUSED THIS  REGISTRATION
STATEMENT  TO BE  SIGNED  ON ITS  BEHALF  BY  THE  UNDERSIGNED,  THEREUNTO  DULY
AUTHORIZED, IN THE CITY OF VANCOUVER, B.C., CANADA ON JULY 14, 2000.

ICRYSTAL, INC.,
A DELAWARE  CORPORATION

BY:/s/LARRY J. HRABI
   ----------------------------
   LARRY J. HRABI, DIRECTOR AND
   PLAN ADMINISTRATOR

BY:/s/DOUG SLAMKO
   -------------------------
   DOUG SLAMKO, DIRECTOR AND
   PLAN ADMINISTRATOR

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