U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         ARIZONA AIRCRAFT SPARES, INC.
              (Name of Small Business Issuer in its Charter)

          Nevada                              3278                  88-0483722
(State or jurisdiction of incorporation   (Primary Standard           I.R.S.
          or organization                   Industrial               Employer
                                    Classification Code Number)  Identification
                                                                      No.)

        3431 E. Hemisphere Loop, Tucson, Arizona 85706; (520) 806-0666
       (Address and telephone number of Registrant's principal executive
                      offices and principal place of business)

                        Employee Stock Option Incentive Plan
       Non-Employee Directors and Consultants Retainer Stock Option Plan
                             (Full title of the Plans)

      Vito Peppitoni, 3431 E. Hemisphere Loop, Tucson, Arizona 85706;
                                (520) 806-0666
       (Name, address and telephone number, including area code, of
                                  agent for service)

                            CALCULATION OF REGISTRATION FEE

Title of            Amount to be      Proposed      Proposed      Amount of
Securities          Registered        Maximum      Aggregate      Registration
to be                                 Offering     Offering        Fee(1)
Registered                            Price Per    Price
                                       Share (1)

Common Stock        1,770,000         $1.00 (2)    $1,770,000      $143.19
Common Stock        2,230,000         $1.00 (3)    $2,230,000      $180.40

(1)   The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated pursuant
to the Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the
option exercise price set forth in the Employee Stock Incentive
Plan, as amended, set forth in Exhibit 4.1 to this Form S-8.
(3)  This Offering Price per Share is established pursuant to the
Non-Employee Directors and Consultants Retainer Stock Plan, as
amended, set forth in Exhibit 4.2 to this Form S-8.

                                      Part I
               Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

     See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual

Information.

     The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933 upon written request thereof. The
participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of
Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement
will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone number to which
the request is to be directed.

                                Part II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

     (a) The Registrant's latest annual report on Form 10-KSB, Form
     8-K filings, along with amendments thereto, and quarterly
     reports.

     (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year.

     (c)  A description of the Registrant's Common Stock contained
     in any registration statement or report filed by the
     Registrant under the Securities Act or in any report filed
     under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Other than James DeOlden, Esq., no other named expert or
counsel was hired on a contingent basis, will receive a direct or
indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director
or executive officer to indemnification against its liability under
the Securities Act of 1933. The Nevada Revised Statutes allow a
company to indemnify our officers, directors, employees, and agents
from any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances.  Indemnification
may only occur if a determination has been made that the officer,
director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of the
Registrant. A determination may be made by the shareholders; by a
majority of the directors who were not parties to the action, suit,
or proceeding confirmed by opinion of independent legal counsel; or
by opinion of independent legal counsel in the event a quorum of
directors who were not a party to such action, suit, or proceeding
does not exist.

     Provided the terms and conditions of these provisions under
Nevada law are met, officers, directors, employees, and agents of
the Registrant may be indemnified against any cost, loss, or
expense arising out of any liability under the '33 Act. Insofar as
indemnification for liabilities arising under the '33 Act may be
permitted to directors, officers and controlling persons of the
Registrant.  The Registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further
for permissive indemnification of officers and directors.

     A.  NRS 78.7502  Discretionary and mandatory indemnification
of officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

     3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

     B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

     1.  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
     consisting of directors who were not parties to the action, suit or
     proceeding;

     (c) If a majority vote of a quorum consisting of directors who
     were not parties to the action, suit or proceeding so orders, by
     independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties
     to the action, suit or proceeding cannot be obtained, by
     independent legal counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.

     3.  The indemnification and advancement of expenses authorized
in NRS 78.7502 or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

     C.  NRS 78.752  Insurance and other financial arrangements
against liability of directors, officers, employees and agents.

     1.  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who 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 for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

     2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a) The creation of a trust fund.

     (b) The establishment of a program of self-insurance.

     (c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.

     (d) The establishment of a letter of credit, guaranty or surety.

     No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

     3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

     4.  In the absence of fraud:

     (a) The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

     (b) The insurance or other financial arrangement:

          (1) Is not void or voidable; and

          (2) Does not subject any director approving it to
personal liability for his action, even if a director approving the insurance
or other financial arrangement is a beneficiary of the insurance or other
financial arrangement.

     5.  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS.

     6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (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 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;

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

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

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or 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 Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

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

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

                                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 this amendment to
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorize,
in the City of Tucson, Arizona, on June 10, 2004.

                                       Arizona Aircraft Spares, Inc.
                                       By:  /s/  Vito Peppitoni
                                       Vito Peppitoni, President,
                                       Chief Executive Officer and
                                       Director

                        Special Power of Attorney

     The undersigned constitute and appoint Vito Peppitoni their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this amendment to Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting such attorney-in-fact the full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

         Signature                    Title               Date

/s/ Vito Peppitoni        President, Chief Executive     June 10, 2004
Vito Peppitoni            Officer and Director

/s/ Sylvia Quintero       Director                       June 10, 2004
Sylvia Quintero

                                EXHIBIT INDEX

Exhibit                          Description

4.1     Employee Stock Option Incentive Plan, amended June 10, 2004
        (see below).

4.2     Non-Employee Directors and Consultants Retainer Stock Option
        Plan, amended June 10, 2004 (see below).

5       Opinion Re: Legality (see below).

23      Consent of Counsel (see below).

23.1    Consent of Accountants (see below).

24      Special Power of Attorney (see signature page).
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U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         ARIZONA AIRCRAFT SPARES, INC.
              (Name of Small Business Issuer in its Charter)

          Nevada                              3278                  88-0483722
(State or jurisdiction of incorporation   (Primary Standard           I.R.S.
          or organization                   Industrial               Employer
                                    Classification Code Number)  Identification
                                                                      No.)

        3431 E. Hemisphere Loop, Tucson, Arizona 85706; (520) 806-0666
       (Address and telephone number of Registrant's principal executive
                      offices and principal place of business)

                        Employee Stock Option Incentive Plan
       Non-Employee Directors and Consultants Retainer Stock Option Plan
                             (Full title of the Plans)

      Vito Peppitoni, 3431 E. Hemisphere Loop, Tucson, Arizona 85706;
                                (520) 806-0666
       (Name, address and telephone number, including area code, of
                                  agent for service)

                            CALCULATION OF REGISTRATION FEE

Title of            Amount to be      Proposed      Proposed      Amount of
Securities          Registered        Maximum      Aggregate      Registration
to be                                 Offering     Offering        Fee(1)
Registered                            Price Per    Price
                                       Share (1)

Common Stock        1,770,000         $1.00 (2)    $1,770,000      $143.19
Common Stock        2,230,000         $1.00 (3)    $2,230,000      $180.40

(1)   The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated pursuant
to the Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the
option exercise price set forth in the Employee Stock Incentive
Plan, as amended, set forth in Exhibit 4.1 to this Form S-8.
(3)  This Offering Price per Share is established pursuant to the
Non-Employee Directors and Consultants Retainer Stock Plan, as
amended, set forth in Exhibit 4.2 to this Form S-8.

                                      Part I
               Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

     See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual

Information.

     The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933 upon written request thereof. The
participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of
Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement
will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone number to which
the request is to be directed.

                                Part II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

     (a) The Registrant's latest annual report on Form 10-KSB, Form
     8-K filings, along with amendments thereto, and quarterly
     reports.

     (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year.

     (c)  A description of the Registrant's Common Stock contained
     in any registration statement or report filed by the
     Registrant under the Securities Act or in any report filed
     under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Other than James DeOlden, Esq., no other named expert or
counsel was hired on a contingent basis, will receive a direct or
indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director
or executive officer to indemnification against its liability under
the Securities Act of 1933. The Nevada Revised Statutes allow a
company to indemnify our officers, directors, employees, and agents
from any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances.  Indemnification
may only occur if a determination has been made that the officer,
director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of the
Registrant. A determination may be made by the shareholders; by a
majority of the directors who were not parties to the action, suit,
or proceeding confirmed by opinion of independent legal counsel; or
by opinion of independent legal counsel in the event a quorum of
directors who were not a party to such action, suit, or proceeding
does not exist.

     Provided the terms and conditions of these provisions under
Nevada law are met, officers, directors, employees, and agents of
the Registrant may be indemnified against any cost, loss, or
expense arising out of any liability under the '33 Act. Insofar as
indemnification for liabilities arising under the '33 Act may be
permitted to directors, officers and controlling persons of the
Registrant.  The Registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further
for permissive indemnification of officers and directors.

     A.  NRS 78.7502  Discretionary and mandatory indemnification
of officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

     3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

     B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

     1.  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
     consisting of directors who were not parties to the action, suit or
     proceeding;

     (c) If a majority vote of a quorum consisting of directors who
     were not parties to the action, suit or proceeding so orders, by
     independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties
     to the action, suit or proceeding cannot be obtained, by
     independent legal counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.

     3.  The indemnification and advancement of expenses authorized
in NRS 78.7502 or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

     C.  NRS 78.752  Insurance and other financial arrangements
against liability of directors, officers, employees and agents.

     1.  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who 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 for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

     2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a) The creation of a trust fund.

     (b) The establishment of a program of self-insurance.

     (c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.

     (d) The establishment of a letter of credit, guaranty or surety.

     No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

     3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

     4.  In the absence of fraud:

     (a) The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

     (b) The insurance or other financial arrangement:

          (1) Is not void or voidable; and

          (2) Does not subject any director approving it to
personal liability for his action, even if a director approving the insurance
or other financial arrangement is a beneficiary of the insurance or other
financial arrangement.

     5.  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS.

     6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (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 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;

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

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

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or 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 Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

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

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

                                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 this amendment to
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorize,
in the City of Tucson, Arizona, on June 10, 2004.

                                       Arizona Aircraft Spares, Inc.
                                       By:  /s/  Vito Peppitoni
                                       Vito Peppitoni, President,
                                       Chief Executive Officer and
                                       Director

                        Special Power of Attorney

     The undersigned constitute and appoint Vito Peppitoni their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this amendment to Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting such attorney-in-fact the full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

         Signature                    Title               Date

/s/ Vito Peppitoni        President, Chief Executive     June 10, 2004
Vito Peppitoni            Officer and Director

/s/ Sylvia Quintero       Director                       June 10, 2004
Sylvia Quintero

                                EXHIBIT INDEX

Exhibit                          Description

4.1     Employee Stock Option Incentive Plan, amended June 10, 2004
        (see below).

4.2     Non-Employee Directors and Consultants Retainer Stock Option
        Plan, amended June 10, 2004 (see below).

5       Opinion Re: Legality (see below).

23      Consent of Counsel (see below).

23.1    Consent of Accountants (see below).

24      Special Power of Attorney (see signature page).