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

                                   FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                CALBATECH, INC.
           (Name of Small Business Issuer in its Charter)

           Nevada                         8731                    86-0932112
(State or jurisdiction of           (Primary Standard        I.R.S. Employer
  incorporation or organization)        Industrial          Identification No.)
                                 Classification Code Number)

    18300 Von Karman, Suite 710, Irvine, California 92612; (949) 809-2126
       (Address and telephone number of Registrant's principal executive
                     offices and principal place of business)

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

James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                 (Name and address of agent for service)

                                   (949) 809-2126
        (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          1,500,000       $1.40 (2)     $2,100,000    $169.89

Common Stock          2,000,000       $1.40 (3)     $2,800,000    $226.52

(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 and has been determined based upon the most
recent bid price and ask price of the securities of the Registrant.

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,
as requested or required. 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 for the
     fiscal year ended December 31, 2002, filed on April 17, 2003, as
     well as the Registrants quarterly reports for March 31, 2001, filed
     on June 13, 2001; June 30, 2001, filed on August 8, 2002 and
     September 30, 2001, filed on October 31, 2002.

     (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., CEO and a director, no 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 contain the following language in relation to
indemnification of Directors and Officers:

     Definitions.  For purposes of this Article, "Indemnitee" shall mean
each Director or Officer who was or is a party to, or is threatened to
be made a party to, or is otherwise involved in, any Proceeding (as
hereinafter defined), by reason of the fact that he or she is or was a
Director or Officer of this Corporation or is or was serving in any
capacity at the request of this Corporation as a Director, Officer,
employee, agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened, pending or
completed action or suit (including, without limitation, an action, suit
or proceeding by or in the right of this Corporation), whether civil,
criminal, administrative or investigative.

     Section 2.  Indemnification.  Each Indemnitee shall be indemnified
and held harmless by this Corporation for all actions taken by him or
her, and for all omissions (regardless of the date of any such action or
omission), to the fullest extent permitted by Nevada law, against all
expense, liability and loss (including, without limitation, attorney
fees, judgments, fines, taxes, penalties, and amounts paid or to be paid
in settlement) reasonably incurred or suffered by the Indemnitee in
connection with any Proceeding.  Indemnification pursuant to this
Section shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her heirs,
executors and administrators.  This Corporation may, by action of its
Board of Directors, and to the extent provided in such action, indemnify
employees and other persons as though they were Indemnitees.  The rights
to indemnification as provided in this Article shall be non-exclusive of
any other rights that any person may have or hereafter acquire under an
statute, provision of this Corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or Directors, or otherwise.

     Section 3.  Financial Arrangements.  This 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 this
Corporation, or is or was serving at the request of this Corporation in
such capacity for another corporation, partnership, joint venture, trust
or other enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity, whether
or not this Corporation has the authority to indemnify him or her
against such liability and expenses.

     The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a trust
fund; (b) establishing a program of self-insurance; (c) securing its
obligation of indemnification by granting a security interest or other
lien on any of this Corporation's assets, and (d) establishing a letter
of credit, guarantee or surety. No financial arrangement made pursuant
to this section 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 advancing expenses or indemnification
ordered by a court.  Any insurance or other financial arrangement made
on behalf of a person pursuant to this section may be provided by this
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 this Corporation. 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 is not void or
     voidable; does not subject any Director approving it to personal
     liability for his action; and even if a Director approving the
     insurance or other financial arrangement is a beneficiary of the
     insurance or other financial arrangement.

     Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract between
this Corporation and each of its Directors and Officers, which may be
modified as to any Director or Officer only with that person's consent
or as specifically provided in this section. Notwithstanding any other
provision of the Bylaws relating to their amendment generally, any
repeal or amendment of this Article which is adverse to any Director or
Officer shall apply to such Director or Officer only on a prospective
basis and shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to the time
of such repeal or amendment. Notwithstanding any other provision of
these Bylaws, no repeal or amendment of these Bylaws shall affect any or
all of this Article so as to limit or reduce the indemnification in any
manner unless adopted by (a) the unanimous vote of the Directors of this
Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.

     Section 5.  Nevada Law.  References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on the
date these Bylaws were adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which expands the liability
of an Indemnitee or limits the indemnification rights or the rights to
advancement of expenses which this Corporation may provide, the rights
to limited liability, to indemnification and to the advancement of
expenses provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent permitted by
law; and (b) if such change permits this Corporation, without the
requirement of any further action by stockholders or Directors, to limit
further the liability of Indemnitees or to provide broader
indemnification rights or rights to the advancement of expenses than
this Corporation was permitted to provide prior to such change,
liability thereupon shall be so limited and the rights to
indemnification and advancement of expenses

     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 Securities Act of 1933'33 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.

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:

     (1) To file, during any period in which offers or sales are being
     made, 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;

     (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.

     (4) 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.

     (e) 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

     (f) 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 on 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 Irvine,
California, on April 29, 2003.

                                            CalbaTech, Inc.

                                            By:  /s/  James DeOlden
                                            James DeOlden, CEO

                         Special Power of Attorney

     The undersigned constitute and appoint James DeOlden 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 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/ James DeOlden              CEO, Secretary and Director   April 29, 2003
James DeOlden

/s/ Edwad Deese                President, Treasurer and      April 29, 2003
Edward Deese                   Director

/s/ John Gordon, PhD.          Executive Vice President,     April 29, 2003
John Gordon, PhD.              Director

                                   EXHIBIT INDEX

Exhibit                         Description
No.

4.1     Employee Stock Incentive Plan, dated April 29, 2003 (see below).

4.2     Non-Employee Directors and Consultants Retainer Stock Plan, dated
        April 29, 2003 (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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{"company-data": {"conformed-name": "CALBATECH INC", "cik": "0001156293", "assigned-sic": "8731", "irs-number": "860932112", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104837", "film-number": "03671210"}, "business-address": {"street1": "18300 VON KARMAN", "street2": "SUITE 710", "city": "IRVINE", "state": "CA", "zip": "92612", "phone": "9498092126"}, "mail-address": {"street1": "18300 VON KARMEN", "street2": "SUITE 710", "city": "IRVINE", "state": "CA", "zip": "92612"}, "former-company": {"former-conformed-name": "TRAFFIC TECHNOLOGY INC", "date-changed": "20010802"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                CALBATECH, INC.
           (Name of Small Business Issuer in its Charter)

           Nevada                         8731                    86-0932112
(State or jurisdiction of           (Primary Standard        I.R.S. Employer
  incorporation or organization)        Industrial          Identification No.)
                                 Classification Code Number)

    18300 Von Karman, Suite 710, Irvine, California 92612; (949) 809-2126
       (Address and telephone number of Registrant's principal executive
                     offices and principal place of business)

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

James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                 (Name and address of agent for service)

                                   (949) 809-2126
        (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          1,500,000       $1.40 (2)     $2,100,000    $169.89

Common Stock          2,000,000       $1.40 (3)     $2,800,000    $226.52

(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 and has been determined based upon the most
recent bid price and ask price of the securities of the Registrant.

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,
as requested or required. 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 for the
     fiscal year ended December 31, 2002, filed on April 17, 2003, as
     well as the Registrants quarterly reports for March 31, 2001, filed
     on June 13, 2001; June 30, 2001, filed on August 8, 2002 and
     September 30, 2001, filed on October 31, 2002.

     (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., CEO and a director, no 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 contain the following language in relation to
indemnification of Directors and Officers:

     Definitions.  For purposes of this Article, "Indemnitee" shall mean
each Director or Officer who was or is a party to, or is threatened to
be made a party to, or is otherwise involved in, any Proceeding (as
hereinafter defined), by reason of the fact that he or she is or was a
Director or Officer of this Corporation or is or was serving in any
capacity at the request of this Corporation as a Director, Officer,
employee, agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened, pending or
completed action or suit (including, without limitation, an action, suit
or proceeding by or in the right of this Corporation), whether civil,
criminal, administrative or investigative.

     Section 2.  Indemnification.  Each Indemnitee shall be indemnified
and held harmless by this Corporation for all actions taken by him or
her, and for all omissions (regardless of the date of any such action or
omission), to the fullest extent permitted by Nevada law, against all
expense, liability and loss (including, without limitation, attorney
fees, judgments, fines, taxes, penalties, and amounts paid or to be paid
in settlement) reasonably incurred or suffered by the Indemnitee in
connection with any Proceeding.  Indemnification pursuant to this
Section shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her heirs,
executors and administrators.  This Corporation may, by action of its
Board of Directors, and to the extent provided in such action, indemnify
employees and other persons as though they were Indemnitees.  The rights
to indemnification as provided in this Article shall be non-exclusive of
any other rights that any person may have or hereafter acquire under an
statute, provision of this Corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or Directors, or otherwise.

     Section 3.  Financial Arrangements.  This 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 this
Corporation, or is or was serving at the request of this Corporation in
such capacity for another corporation, partnership, joint venture, trust
or other enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity, whether
or not this Corporation has the authority to indemnify him or her
against such liability and expenses.

     The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a trust
fund; (b) establishing a program of self-insurance; (c) securing its
obligation of indemnification by granting a security interest or other
lien on any of this Corporation's assets, and (d) establishing a letter
of credit, guarantee or surety. No financial arrangement made pursuant
to this section 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 advancing expenses or indemnification
ordered by a court.  Any insurance or other financial arrangement made
on behalf of a person pursuant to this section may be provided by this
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 this Corporation. 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 is not void or
     voidable; does not subject any Director approving it to personal
     liability for his action; and even if a Director approving the
     insurance or other financial arrangement is a beneficiary of the
     insurance or other financial arrangement.

     Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract between
this Corporation and each of its Directors and Officers, which may be
modified as to any Director or Officer only with that person's consent
or as specifically provided in this section. Notwithstanding any other
provision of the Bylaws relating to their amendment generally, any
repeal or amendment of this Article which is adverse to any Director or
Officer shall apply to such Director or Officer only on a prospective
basis and shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to the time
of such repeal or amendment. Notwithstanding any other provision of
these Bylaws, no repeal or amendment of these Bylaws shall affect any or
all of this Article so as to limit or reduce the indemnification in any
manner unless adopted by (a) the unanimous vote of the Directors of this
Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.

     Section 5.  Nevada Law.  References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on the
date these Bylaws were adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which expands the liability
of an Indemnitee or limits the indemnification rights or the rights to
advancement of expenses which this Corporation may provide, the rights
to limited liability, to indemnification and to the advancement of
expenses provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent permitted by
law; and (b) if such change permits this Corporation, without the
requirement of any further action by stockholders or Directors, to limit
further the liability of Indemnitees or to provide broader
indemnification rights or rights to the advancement of expenses than
this Corporation was permitted to provide prior to such change,
liability thereupon shall be so limited and the rights to
indemnification and advancement of expenses

     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 Securities Act of 1933'33 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.

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:

     (1) To file, during any period in which offers or sales are being
     made, 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;

     (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.

     (4) 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.

     (e) 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

     (f) 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 on 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 Irvine,
California, on April 29, 2003.

                                            CalbaTech, Inc.

                                            By:  /s/  James DeOlden
                                            James DeOlden, CEO

                         Special Power of Attorney

     The undersigned constitute and appoint James DeOlden 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 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/ James DeOlden              CEO, Secretary and Director   April 29, 2003
James DeOlden

/s/ Edwad Deese                President, Treasurer and      April 29, 2003
Edward Deese                   Director

/s/ John Gordon, PhD.          Executive Vice President,     April 29, 2003
John Gordon, PhD.              Director

                                   EXHIBIT INDEX

Exhibit                         Description
No.

4.1     Employee Stock Incentive Plan, dated April 29, 2003 (see below).

4.2     Non-Employee Directors and Consultants Retainer Stock Plan, dated
        April 29, 2003 (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).