SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

          RECLAMATION CONSULTING AND APPLICATIONS, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)


           Colorado                         84-0703717
     ------------------------        ------------------------
   (State or other jurisdiction     (I.R.S. Identification No.)
    Employer or incorporation)



          23832 Rockfield Boulevard, Suite 275
                      Lake Forest,
                       California                      92630
  (Address of principal executive offices)          (Zip Code)

               Six Written Compensation Contracts
                        With Consultants
-----------------------------------------------------------------


                     (Full Title of the Plan)

              Gordon W. Davies,   Michael C. Davies
              23832 Rockfield Boulevard, Suite 275
                  Lake Forest, California 92630
             (Name and address of agent for service)

                         (949) 609-0590
 (Telephone Number, including area code, of agent for services)


+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share      |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |    900,000   |  $0.025     | $225,000.00  | $20.70       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(1)     Estimated  solely  for  the purpose  of  calculating  the
registration fee pursuant to Rule 457(c) under the Securities Act
of  1933, as amended.  This estimated amount is the closing price
as  of August 13, 2002, (which is within 5 business days prior to
the date of the filing of this registration statement).


                        EXPLANATORY NOTE

      This Registration Statement registers 900,000 shares of the
Common  Stock (the "Common Stock"),par value $0.01 per share,  of
Reclamation  Consulting and Applications,  Inc.  (the  "Company")
under  Employee and Consultant Compensation Contracts as follows:
150,000  shares of Common Stock to be issued under the  Company's
Business  Advisory and Consulting Services Compensation  Contract
with  Consultant Gordon W. Davies; 150,000 shares of Common Stock
to be issued under the Company's Business Advisory and Consulting
Services Compensation Contract with Consultant Michael C. Davies;
200,000  shares  of  Common Stock issuable  under  the  Company's
Consulting  Compensation  Contract  with  Gerald  Fuller;  50,000
shares   of  Common  Stock  to  be  issued  under  the  Company's
Consulting  Compensation  Contract with Nicole  Bierens;  125,000
shares   of  Common  Stock  to  be  issued  under  the  Company's
Consulting  Contract with Randall Letcavage;  125,000  shares  of
Common Stock to be issued under the Company's Consulting Contract
with  Rosemary Nguyen; and 100,000 shares of Common Stock  to  be
issued  under the Company's Legal Services Compensation  Contract
with Donald G. Davis.

                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

ITEM  2.   REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL
           INFORMATION

     Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Reclamation Consulting and Applications, Inc., is subject to
the informational requirements of the Securities Exchange Act  of
1934,   as  amended  (the  "Exchange  Act"),  and  in  accordance
therewith files quarterly, annual and periodic reports and  other
information   with   the  Securities  and   Exchange   Commission
("Commission").  The  Registration Statement,  such  reports  and
other information may be inspected and copies may be obtained, at
prescribed  rates, at the Commission's Public Reference  Section,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, as
well as the following regional offices: 7 World Trade Center, New
York,  New  York 10048 and 500 West Madison Street,  Suite  1400,
Chicago, Illinois 60661.  The Commission maintains a Website that
contains   reports  and  other  information  regarding  reporting
companies   under   the   Exchange  Act,  including   Reclamation
Consulting and Applications, Inc. at http://www.sec.gov.

The following documents have been filed by Reclamation Consulting
and  Applications,  Inc.  with  the  Commission  and  are  hereby
incorporated by reference into this prospectus:

  -  Reclamation Consulting and Applications, Inc. Form 8-K/A
     filed on July 19, 2002;

  -  Reclamation Consulting and Applications, Inc.'s Quarterly
     Report filed May 9, 2002 on Form 10-QSB for the three months
     ended March 31, 2002;

  -  Reclamation   Consulting  and   Applications,   Inc.'s
     Quarterly  Report filed February 20,  2002 on form  10-QSB/A
     for the three months ended December 31, 2001;

  -  Reclamation   Consulting  and   Applications,   Inc.'s
     Quarterly  Report filed January 22,  2002 on  form  10-QSB/A
     for the three months ended September 30, 2001;

  -  Reclamation Consulting and Applications, Inc.'s Annual
     Report  filed  February 21, 2002, on Form 10-KSB/A  for  the
     twelve months ended June 30, 2001;

All other documents and reports filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date  of
this  Registration Statement and prior to the termination of this
offering shall be deemed to be incorporated by reference in  this
prospectus  and  to be made a part hereof from the  date  of  the
filing of such reports and documents.

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

Reclamation  Consulting  and  Applications,  Inc.  will   provide
without charge to each person to whom a copy of this Registration
Statement is delivered, upon the written or oral request of  such
person,  a  copy  of any or all documents which are  incorporated
herein  by  reference (not including exhibits to such  documents,
unless  such exhibits are specifically incorporated by  reference
in  the  document  which this prospectus incorporates).  Requests
should  be  directed  to Mr. Michael C. Davies,  Chief  Financial
Officer,  at  Reclamation  Consulting  and  Applications,  Inc.'s
principal executive offices located at 23832 Rockfield Boulevard,
Suite  275, Lake Forest, California 92630, telephone number (949)
609-0590.


DESCRIPTION OF SECURITIES

The  total  number  of securities registered hereunder  are  nine
hundred thousand, (900,000) shares, all of which are common stock
of  Reclamation  Consulting and Applications,  Inc.   Reclamation
Consulting  and  Applications, Inc. is  presently  authorized  to
issue  75,000,000 shares of its Common Stock.  As  of  March  31,
2002,  there  were  14,086,523  outstanding  and  subscribed  for
shares.  The holders of common stock are entitled to one vote per
share  on  each  matter submitted to a vote  at  any  meeting  of
shareholders.  Shareholders  of the  Reclamation  Consulting  and
Applications,   Inc.  have  no  preemptive  rights   to   acquire
additional shares of common stock or other securities. The common
stock is not subject to redemption and carries no subscription or
conversion  rights.  In the event of liquidation  of  Reclamation
Consulting and Applications, Inc., the shares of common stock are
entitled  to share equally in corporate assets after satisfaction
of  all liabilities. The shares, when issued, will be fully  paid
and  non-assessable.  A  majority of all issued  and  outstanding
shares  shall  constitute a quorum for conducting  business.  The
majority  of  shares present, in any regular or  special  meeting
where  a  quorum is present, may vote in favor of or against  any
item  of  business or election, and shall constitute  a  majority
approval  or  disapproval  of matters  voted  upon  at  any  such
meeting.  Shares  of common stock do not carry cumulative  voting
rights.   Reclamation Consulting and Applications, Inc. presently
does  not  pay any dividends and has no foreseeable plan  to  pay
dividends. There are no special preemptive rights or rights  upon
liquidation,  other than the normal rights and  priorities  which
would  attach to shares in liquidation pursuant to Colorado State
Law. The shares are not subject to call, liability or assessment.



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Donald  G.  Davis, Esq., of the Law Firm of Davis  &  Associates,
Inc.,  has  provided legal advice to the Registrant in connection
with  the  Company's preparation of this Registration  Statement,
and  has  also  rendered a legal opinion attached  hereto  as  an
Exhibit, as to the validity and due issuance of the shares of the
Company's  Common Stock to be issued and registered  hereby.   At
the  same time, Donald G. Davis is the named Consultant who  will
be issued 100,000 shares of the Company's Common Stock in payment
for  legal  services fully rendered pursuant to the  terms  of  a
written Compensation Contract with the Company, which shares  are
being  registered hereby.  Neither Donald G. Davis, nor  the  Law
Firm  of  Davis  & Associates has been employed on  a  contingent
basis.   Neither Mr. Davis nor Davis & Associates has  or  is  to
receive   a   substantial  interest,  direct  or   indirect,   in
Registrant,  nor  are  either of them connected  with  Registrant
other than in their role as outside counsel for the Company.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 7-109-101, et al of the Colorado General Corporation Law
provide   in  general  that  a  corporation  may  indemnify   its
directors,  offices,  employees or  agents  against  expenditures
(including  judgments,  fines, amounts  paid  in  settlement  and
attorneys' fees) made by them in connection with certain lawsuits
to  which  they  may  be made parties by reason  of  their  being
directors,  officers, employees or agents and shall so  indemnify
such persons against expenses (including attorneys' fees) if they
have  been successful on the merits or otherwise.  The bylaws  of
Reclamation   Consulting  and  Applications,  Inc.  provide   for
indemnification  of  the  officers and directors  of  Reclamation
Consulting  and Applications, Inc. to the full extent permissible
under Colorado law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.  All securities to be offered hereunder are to be
originally  issued  by Reclamation Consulting  and  Applications,
Inc.   after   the  filing  and  pursuant  to  this  Registration
Statement.   Shares  to be received pursuant  to  the  consulting
agreements  upon  their  subsequent  issue  are  believed  to  be
registered  thereby pursuant to the provisions of this  Form  S-8
registration.


ITEM 8.  EXHIBITS.

     4.1  Registrant Articles of Incorporation and Amendments(1)
     4.2  Bylaws(1)
     5.1  Opinion of The Law Offices of Davis & Associates, Inc.
          re: legality
    23.1  Consent of Stuart Rubin, C.P.A.
    23.2  Consent of The Law Offices of Davis & Associates, Inc.
          (included in Exhibit 5.1).

     (1)  Incorporated by reference to Registrant's Form 10-SB/A-2
          filed on April 14, 2000.


ITEM 9.  UNDERTAKINGS.

       Reclamation  Consulting  and  Applications,  Inc.   hereby
undertakes:

      (a)  During any period in which offers or sales  are  being
made   pursuant   to   this  registration  or   pursuant   to   a
post-effective  amendment  to  this  registration  statement,  to
include  any  material information with respect to  the  plan  of
distribution   not  previously  disclosed  in  the   registration
statement  or  any  material change to such  information  in  the
registration statement.

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

     (c) 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.

     (d)  That, for purposes of determining any  liability  under
the Securities Act of 1933, each filing of Reclamation Consulting
and  Applications, Go, Inc.'s annual report pursuant  to  section
13(a)  or  section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Act  of
1934)  that  is  incorporated by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

    (e) That, insofar as indemnification for liabilities  arising
under the Securities Act of 1933, as amended, may be permitted to
directors,   officers  and  controlling  persons  of  Reclamation
Consulting  and  Applications, Inc.  pursuant  to  the  foregoing
provisions,    or    otherwise,   Reclamation   Consulting    and
Applications,  Inc. 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,  against
such   liabilities  (other  than  the  payment   by   Reclamation
Consulting  and  Applications, Inc. of the 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,  Reclamation
Consulting and Applications, Inc. 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.

                           SIGNATURES

          Pursuant to the requirements of the Securities  Act  of
1933,  Reclamation  Consulting and Applications,  Inc.  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 on August 8, 2002.


RECLAMATION CONSULTING AND APPLICATIONS, INC.


                           By: /s/ Michael C. Davies
                               - ----------------------
                                   Michael C. Davies
                           Its:    Principal Financial Officer


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


                                   August 8, 2002


                               /s/ Michael C. Davies
                               - ----------------------
                                   Michael C. Davies
                                   Principal Financial Officer,
                                   Secretary and Director
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SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

          RECLAMATION CONSULTING AND APPLICATIONS, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)

           Colorado                         84-0703717
     ------------------------        ------------------------
   (State or other jurisdiction     (I.R.S. Identification No.)
    Employer or incorporation)

          23832 Rockfield Boulevard, Suite 275
                      Lake Forest,
                       California                      92630
  (Address of principal executive offices)          (Zip Code)

               Six Written Compensation Contracts
                        With Consultants
-----------------------------------------------------------------

                     (Full Title of the Plan)

              Gordon W. Davies,   Michael C. Davies
              23832 Rockfield Boulevard, Suite 275
                  Lake Forest, California 92630
             (Name and address of agent for service)

                         (949) 609-0590
 (Telephone Number, including area code, of agent for services)

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share      |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |    900,000   |  $0.025     | $225,000.00  | $20.70       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(1)     Estimated  solely  for  the purpose  of  calculating  the
registration fee pursuant to Rule 457(c) under the Securities Act
of  1933, as amended.  This estimated amount is the closing price
as  of August 13, 2002, (which is within 5 business days prior to
the date of the filing of this registration statement).

                        EXPLANATORY NOTE

      This Registration Statement registers 900,000 shares of the
Common  Stock (the "Common Stock"),par value $0.01 per share,  of
Reclamation  Consulting and Applications,  Inc.  (the  "Company")
under  Employee and Consultant Compensation Contracts as follows:
150,000  shares of Common Stock to be issued under the  Company's
Business  Advisory and Consulting Services Compensation  Contract
with  Consultant Gordon W. Davies; 150,000 shares of Common Stock
to be issued under the Company's Business Advisory and Consulting
Services Compensation Contract with Consultant Michael C. Davies;
200,000  shares  of  Common Stock issuable  under  the  Company's
Consulting  Compensation  Contract  with  Gerald  Fuller;  50,000
shares   of  Common  Stock  to  be  issued  under  the  Company's
Consulting  Compensation  Contract with Nicole  Bierens;  125,000
shares   of  Common  Stock  to  be  issued  under  the  Company's
Consulting  Contract with Randall Letcavage;  125,000  shares  of
Common Stock to be issued under the Company's Consulting Contract
with  Rosemary Nguyen; and 100,000 shares of Common Stock  to  be
issued  under the Company's Legal Services Compensation  Contract
with Donald G. Davis.

                             PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

ITEM  2.   REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL
           INFORMATION

     Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Reclamation Consulting and Applications, Inc., is subject to
the informational requirements of the Securities Exchange Act  of
1934,   as  amended  (the  "Exchange  Act"),  and  in  accordance
therewith files quarterly, annual and periodic reports and  other
information   with   the  Securities  and   Exchange   Commission
("Commission").  The  Registration Statement,  such  reports  and
other information may be inspected and copies may be obtained, at
prescribed  rates, at the Commission's Public Reference  Section,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, as
well as the following regional offices: 7 World Trade Center, New
York,  New  York 10048 and 500 West Madison Street,  Suite  1400,
Chicago, Illinois 60661.  The Commission maintains a Website that
contains   reports  and  other  information  regarding  reporting
companies   under   the   Exchange  Act,  including   Reclamation
Consulting and Applications, Inc. at http://www.sec.gov.

The following documents have been filed by Reclamation Consulting
and  Applications,  Inc.  with  the  Commission  and  are  hereby
incorporated by reference into this prospectus:

  -  Reclamation Consulting and Applications, Inc. Form 8-K/A
     filed on July 19, 2002;

  -  Reclamation Consulting and Applications, Inc.'s Quarterly
     Report filed May 9, 2002 on Form 10-QSB for the three months
     ended March 31, 2002;

  -  Reclamation   Consulting  and   Applications,   Inc.'s
     Quarterly  Report filed February 20,  2002 on form  10-QSB/A
     for the three months ended December 31, 2001;

  -  Reclamation   Consulting  and   Applications,   Inc.'s
     Quarterly  Report filed January 22,  2002 on  form  10-QSB/A
     for the three months ended September 30, 2001;

  -  Reclamation Consulting and Applications, Inc.'s Annual
     Report  filed  February 21, 2002, on Form 10-KSB/A  for  the
     twelve months ended June 30, 2001;

All other documents and reports filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date  of
this  Registration Statement and prior to the termination of this
offering shall be deemed to be incorporated by reference in  this
prospectus  and  to be made a part hereof from the  date  of  the
filing of such reports and documents.

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

Reclamation  Consulting  and  Applications,  Inc.  will   provide
without charge to each person to whom a copy of this Registration
Statement is delivered, upon the written or oral request of  such
person,  a  copy  of any or all documents which are  incorporated
herein  by  reference (not including exhibits to such  documents,
unless  such exhibits are specifically incorporated by  reference
in  the  document  which this prospectus incorporates).  Requests
should  be  directed  to Mr. Michael C. Davies,  Chief  Financial
Officer,  at  Reclamation  Consulting  and  Applications,  Inc.'s
principal executive offices located at 23832 Rockfield Boulevard,
Suite  275, Lake Forest, California 92630, telephone number (949)
609-0590.

DESCRIPTION OF SECURITIES

The  total  number  of securities registered hereunder  are  nine
hundred thousand, (900,000) shares, all of which are common stock
of  Reclamation  Consulting and Applications,  Inc.   Reclamation
Consulting  and  Applications, Inc. is  presently  authorized  to
issue  75,000,000 shares of its Common Stock.  As  of  March  31,
2002,  there  were  14,086,523  outstanding  and  subscribed  for
shares.  The holders of common stock are entitled to one vote per
share  on  each  matter submitted to a vote  at  any  meeting  of
shareholders.  Shareholders  of the  Reclamation  Consulting  and
Applications,   Inc.  have  no  preemptive  rights   to   acquire
additional shares of common stock or other securities. The common
stock is not subject to redemption and carries no subscription or
conversion  rights.  In the event of liquidation  of  Reclamation
Consulting and Applications, Inc., the shares of common stock are
entitled  to share equally in corporate assets after satisfaction
of  all liabilities. The shares, when issued, will be fully  paid
and  non-assessable.  A  majority of all issued  and  outstanding
shares  shall  constitute a quorum for conducting  business.  The
majority  of  shares present, in any regular or  special  meeting
where  a  quorum is present, may vote in favor of or against  any
item  of  business or election, and shall constitute  a  majority
approval  or  disapproval  of matters  voted  upon  at  any  such
meeting.  Shares  of common stock do not carry cumulative  voting
rights.   Reclamation Consulting and Applications, Inc. presently
does  not  pay any dividends and has no foreseeable plan  to  pay
dividends. There are no special preemptive rights or rights  upon
liquidation,  other than the normal rights and  priorities  which
would  attach to shares in liquidation pursuant to Colorado State
Law. The shares are not subject to call, liability or assessment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Donald  G.  Davis, Esq., of the Law Firm of Davis  &  Associates,
Inc.,  has  provided legal advice to the Registrant in connection
with  the  Company's preparation of this Registration  Statement,
and  has  also  rendered a legal opinion attached  hereto  as  an
Exhibit, as to the validity and due issuance of the shares of the
Company's  Common Stock to be issued and registered  hereby.   At
the  same time, Donald G. Davis is the named Consultant who  will
be issued 100,000 shares of the Company's Common Stock in payment
for  legal  services fully rendered pursuant to the  terms  of  a
written Compensation Contract with the Company, which shares  are
being  registered hereby.  Neither Donald G. Davis, nor  the  Law
Firm  of  Davis  & Associates has been employed on  a  contingent
basis.   Neither Mr. Davis nor Davis & Associates has  or  is  to
receive   a   substantial  interest,  direct  or   indirect,   in
Registrant,  nor  are  either of them connected  with  Registrant
other than in their role as outside counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 7-109-101, et al of the Colorado General Corporation Law
provide   in  general  that  a  corporation  may  indemnify   its
directors,  offices,  employees or  agents  against  expenditures
(including  judgments,  fines, amounts  paid  in  settlement  and
attorneys' fees) made by them in connection with certain lawsuits
to  which  they  may  be made parties by reason  of  their  being
directors,  officers, employees or agents and shall so  indemnify
such persons against expenses (including attorneys' fees) if they
have  been successful on the merits or otherwise.  The bylaws  of
Reclamation   Consulting  and  Applications,  Inc.  provide   for
indemnification  of  the  officers and directors  of  Reclamation
Consulting  and Applications, Inc. to the full extent permissible
under Colorado law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.  All securities to be offered hereunder are to be
originally  issued  by Reclamation Consulting  and  Applications,
Inc.   after   the  filing  and  pursuant  to  this  Registration
Statement.   Shares  to be received pursuant  to  the  consulting
agreements  upon  their  subsequent  issue  are  believed  to  be
registered  thereby pursuant to the provisions of this  Form  S-8
registration.

ITEM 8.  EXHIBITS.

     4.1  Registrant Articles of Incorporation and Amendments(1)
     4.2  Bylaws(1)
     5.1  Opinion of The Law Offices of Davis & Associates, Inc.
          re: legality
    23.1  Consent of Stuart Rubin, C.P.A.
    23.2  Consent of The Law Offices of Davis & Associates, Inc.
          (included in Exhibit 5.1).

     (1)  Incorporated by reference to Registrant's Form 10-SB/A-2
          filed on April 14, 2000.

ITEM 9.  UNDERTAKINGS.

       Reclamation  Consulting  and  Applications,  Inc.   hereby
undertakes:

      (a)  During any period in which offers or sales  are  being
made   pursuant   to   this  registration  or   pursuant   to   a
post-effective  amendment  to  this  registration  statement,  to
include  any  material information with respect to  the  plan  of
distribution   not  previously  disclosed  in  the   registration
statement  or  any  material change to such  information  in  the
registration statement.

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

     (c) 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.

     (d)  That, for purposes of determining any  liability  under
the Securities Act of 1933, each filing of Reclamation Consulting
and  Applications, Go, Inc.'s annual report pursuant  to  section
13(a)  or  section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Act  of
1934)  that  is  incorporated by reference  in  the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

    (e) That, insofar as indemnification for liabilities  arising
under the Securities Act of 1933, as amended, may be permitted to
directors,   officers  and  controlling  persons  of  Reclamation
Consulting  and  Applications, Inc.  pursuant  to  the  foregoing
provisions,    or    otherwise,   Reclamation   Consulting    and
Applications,  Inc. 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,  against
such   liabilities  (other  than  the  payment   by   Reclamation
Consulting  and  Applications, Inc. of the 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,  Reclamation
Consulting and Applications, Inc. 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.

                           SIGNATURES

          Pursuant to the requirements of the Securities  Act  of
1933,  Reclamation  Consulting and Applications,  Inc.  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 on August 8, 2002.

RECLAMATION CONSULTING AND APPLICATIONS, INC.

                           By: /s/ Michael C. Davies
                               - ----------------------
                                   Michael C. Davies
                           Its:    Principal Financial Officer

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

                                   August 8, 2002

                               /s/ Michael C. Davies
                               - ----------------------
                                   Michael C. Davies
                                   Principal Financial Officer,
                                   Secretary and Director