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


                           Precise Life Sciences Ltd.
             (Exact name of Registrant as specified in its charter)

                   Nevada                               88-0195105
      (State or other jurisdiction of          (IRS Employer Identification
       incorporation or organization)             Identification number)

                      1239 West Georgia Street, Suite 3004
                            Vancouver, B.C.  V6E 4R8
                                888 - 488 - 6882
   (Address, including zip code, and telephone numbers, including area code)

+------------------------------------------------------------------------------+
|                         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(1)|  share(2)   |  price(2)    | fee          |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |  2,120,000   |  $0.08      | $169,600.00  | $44.77       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(1).  This  Registration  Statement shall also cover any  additional  shares  of
Common  Stock which become issuable under the Plan being registered pursuant  to
this  Registration  Statement  by reason of any  stock  dividend,  stock  split,
recapitalization or any other similar transaction effected without  the  receipt
of  consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

(2). This estimate is made pursuant to Rule 457 (c) and (h) under the Securities
Act,  solely for the purposes of determining the registration fee based  on  the
average  of  the bid and asked prices of the Registrant's Shares as reported  on
the OTC Bulletin Board on August 30, 2002.


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents filed with the Securities and Exchange Commission ("the
Commission") are hereby incorporated by reference:

     1.   The  registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001.
     2.   The registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2002.
     3.   The registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 2002.
     4.   The registrant's current report on Form 8-K filed July 25, 2002.
     5.   The registrant's current report on Form 8-K filed May 3, 2002.
     6.   The registrant's current report on Form 8-K filed April 5, 2002.

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.                   Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.      Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Nevada  law  permits  a company to indemnify its directors  and  officers,
except for any act of dishonest.  Precise Life Sciences Ltd. has provided in its
By-Laws  that the directors and officers of Precise Life Sciences Ltd.  will  be
indemnified and secured harmless to the full extent permitted by law out of  the
assets  of  Precise  Life  Sciences Ltd. from and against  all  actions,  costs,
chares,  losses,  damages  and expenses incurred by  reason  of  any  act  done,
concurred  in or omitted in or about the execution of their duties  or  supposed
duties, other than in the case of any fraud or dishonesty.  In addition, Precise
Life  Sciences Ltd. has provided in its By-Laws that each shareholder of Precise
Life Sciences Ltd. agrees to waive any claim or right of action, individually or
in  the  right of Precise Life Sciences Ltd. against any director or officer  of
Precise  Life Sciences Ltd. on account of any action taken by such  director  or
officer.
      Nevada  law also permits Precise Life Sciences Ltd. to purchase  insurance
for the benefit of its directors and officers against any liability incurred  by
them for the failure to exercise the requisite care, diligence and skill in  the
exercise of their power and the discharge of their duties, or indemnifying  them
in  respect  of  any  loss arising or liability incurred by them  by  reason  of
negligence, default, breach of duty or breach of trust.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.    Not Applicable.

ITEM 8.   EXHIBIT

          5.1   Opinion of Michael S. Krome, P.C.
          24.1  Consent of Labonte & Co., Chartered Accountants
          24.2  Consent of Michael S. Krome, P.C. (included in exhibit 5.1)

ITEM 9.   UNDERTAKINGS.

  The undersigned Registrant hereby undertakes:

  (1)  to file, during any period in which offers of 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 purposes of determining any liability under the Securities Act,
       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; and

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

     The  undersigned  Registrant hereby undertakes that, for  the  purposes  of
  determining  any  liability  under the Securities  Act,  each  filing  of  the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d)  of  the
  Exchange  Act 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.

        Insofar  as  the  indemnification  for  liabilities  arising  under  the
  Securities  Act  may  be  permitted  to directors,  officers  and  controlling
  persons  of the Registrant pursuant to the foregoing provisions, or otherwise,
  the  Registrant  has been advised that in the opinion of the  Commission  such
  indemnification  is against public policy as expressed in the  Securities  Act
  and  it  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 a successful defense of  any  action,
  suit  or  proceeding)  is asserted by such director, officer,  or  controlling
  person   in  connection  with  securities  being  registered  hereunder,   the
  Registrant  will,  unless in the opinion of counsel the question  has  already
  been  settled  by  controlling precedent, submit to  a  court  of  appropriate
  jurisdiction  the question of whether such indemnification by  it  is  against
  public  policy as expressed in the Securities Act and will be governed by  the
  final adjudication of such issue.

  SIGNATURES

        Pursuant  to  the  requirement  of  the  Securities  Act  of  1933,  the
  Registrant,  Precise Life Sciences Ltd., a corporation organized and  existing
  under  the  laws  of  the State of Nevada, certifies that  it  has  reasonable
  ground  to believe that it meets all the requirements for filing on Forms  S-8
  and has duly caused this Registration Statement to be signed on its behalf  by
  the  undersigned,  thereunto duly authorized in the city of Bellingham,  State
  of Washington on this 3rd day of September, 2002.

                                                      Precise Life Sciences Ltd.

                                              By: /s/ Robert Waters
                                                      -------------------------
                                                      Robert Waters, President
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{"company-data": {"conformed-name": "PRECISE LIFE SCIENCES LTD", "cik": "0000746631", "assigned-sic": "1311", "irs-number": "880195105", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99131", "film-number": "02756413"}, "business-address": {"street1": "1239 W GEORGIA ST #3004", "street2": "VANCOUVER", "city": "B C V6E 4R8", "state": "CA", "zip": "92024", "phone": "6046640499"}, "mail-address": {"street1": "1239 W GEORGIA ST #3004", "street2": "VANCOUVER", "city": "B C V6E 4R8", "state": "CA", "zip": "92024"}, "former-company": [{"former-conformed-name": "ASDAR INC", "date-changed": "19970304"}, {"former-conformed-name": "ASDAR CORP", "date-changed": "19880131"}, {"former-conformed-name": "ASDAR GROUP /NV/", "date-changed": "19920703"}, {"former-conformed-name": "ASDAR GROUP INC", "date-changed": "20010628"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           Precise Life Sciences Ltd.
             (Exact name of Registrant as specified in its charter)

                   Nevada                               88-0195105
      (State or other jurisdiction of          (IRS Employer Identification
       incorporation or organization)             Identification number)

                      1239 West Georgia Street, Suite 3004
                            Vancouver, B.C.  V6E 4R8
                                888 - 488 - 6882
   (Address, including zip code, and telephone numbers, including area code)

+------------------------------------------------------------------------------+
|                         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(1)|  share(2)   |  price(2)    | fee          |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |  2,120,000   |  $0.08      | $169,600.00  | $44.77       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(1).  This  Registration  Statement shall also cover any  additional  shares  of
Common  Stock which become issuable under the Plan being registered pursuant  to
this  Registration  Statement  by reason of any  stock  dividend,  stock  split,
recapitalization or any other similar transaction effected without  the  receipt
of  consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

(2). This estimate is made pursuant to Rule 457 (c) and (h) under the Securities
Act,  solely for the purposes of determining the registration fee based  on  the
average  of  the bid and asked prices of the Registrant's Shares as reported  on
the OTC Bulletin Board on August 30, 2002.

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents filed with the Securities and Exchange Commission ("the
Commission") are hereby incorporated by reference:

     1.   The  registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001.
     2.   The registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2002.
     3.   The registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 2002.
     4.   The registrant's current report on Form 8-K filed July 25, 2002.
     5.   The registrant's current report on Form 8-K filed May 3, 2002.
     6.   The registrant's current report on Form 8-K filed April 5, 2002.

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.                   Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.      Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Nevada  law  permits  a company to indemnify its directors  and  officers,
except for any act of dishonest.  Precise Life Sciences Ltd. has provided in its
By-Laws  that the directors and officers of Precise Life Sciences Ltd.  will  be
indemnified and secured harmless to the full extent permitted by law out of  the
assets  of  Precise  Life  Sciences Ltd. from and against  all  actions,  costs,
chares,  losses,  damages  and expenses incurred by  reason  of  any  act  done,
concurred  in or omitted in or about the execution of their duties  or  supposed
duties, other than in the case of any fraud or dishonesty.  In addition, Precise
Life  Sciences Ltd. has provided in its By-Laws that each shareholder of Precise
Life Sciences Ltd. agrees to waive any claim or right of action, individually or
in  the  right of Precise Life Sciences Ltd. against any director or officer  of
Precise  Life Sciences Ltd. on account of any action taken by such  director  or
officer.
      Nevada  law also permits Precise Life Sciences Ltd. to purchase  insurance
for the benefit of its directors and officers against any liability incurred  by
them for the failure to exercise the requisite care, diligence and skill in  the
exercise of their power and the discharge of their duties, or indemnifying  them
in  respect  of  any  loss arising or liability incurred by them  by  reason  of
negligence, default, breach of duty or breach of trust.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.    Not Applicable.

ITEM 8.   EXHIBIT

          5.1   Opinion of Michael S. Krome, P.C.
          24.1  Consent of Labonte & Co., Chartered Accountants
          24.2  Consent of Michael S. Krome, P.C. (included in exhibit 5.1)

ITEM 9.   UNDERTAKINGS.

  The undersigned Registrant hereby undertakes:

  (1)  to file, during any period in which offers of 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 purposes of determining any liability under the Securities Act,
       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; and

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

     The  undersigned  Registrant hereby undertakes that, for  the  purposes  of
  determining  any  liability  under the Securities  Act,  each  filing  of  the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d)  of  the
  Exchange  Act 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.

        Insofar  as  the  indemnification  for  liabilities  arising  under  the
  Securities  Act  may  be  permitted  to directors,  officers  and  controlling
  persons  of the Registrant pursuant to the foregoing provisions, or otherwise,
  the  Registrant  has been advised that in the opinion of the  Commission  such
  indemnification  is against public policy as expressed in the  Securities  Act
  and  it  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 a successful defense of  any  action,
  suit  or  proceeding)  is asserted by such director, officer,  or  controlling
  person   in  connection  with  securities  being  registered  hereunder,   the
  Registrant  will,  unless in the opinion of counsel the question  has  already
  been  settled  by  controlling precedent, submit to  a  court  of  appropriate
  jurisdiction  the question of whether such indemnification by  it  is  against
  public  policy as expressed in the Securities Act and will be governed by  the
  final adjudication of such issue.

  SIGNATURES

        Pursuant  to  the  requirement  of  the  Securities  Act  of  1933,  the
  Registrant,  Precise Life Sciences Ltd., a corporation organized and  existing
  under  the  laws  of  the State of Nevada, certifies that  it  has  reasonable
  ground  to believe that it meets all the requirements for filing on Forms  S-8
  and has duly caused this Registration Statement to be signed on its behalf  by
  the  undersigned,  thereunto duly authorized in the city of Bellingham,  State
  of Washington on this 3rd day of September, 2002.

                                                      Precise Life Sciences Ltd.

                                              By: /s/ Robert Waters
                                                      -------------------------
                                                      Robert Waters, President