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)   |  4,297,213   |  $ 0.14     | $ 601,610    | $ 158.83     |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(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 May
        16, 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 current report on Form 8-K filed May 3, 2002.

4.      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.

23.1    Consent of Michael S. Krome, P.C. (included in exhibit 5.1)

23.2    Consent of Labonte & Co., Chartered Accountants

24.1    Powers of Attorney.


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 he 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 21st day of May, 2002.

Precise Life Sciences Ltd.

                                       By:  /s/ Conrado Beckerman
                                                -----------------
                                                Conrado Beckerman, 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": "333-88740", "film-number": "02658834"}, "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)   |  4,297,213   |  $ 0.14     | $ 601,610    | $ 158.83     |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(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 May
        16, 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 current report on Form 8-K filed May 3, 2002.

4.      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.

23.1    Consent of Michael S. Krome, P.C. (included in exhibit 5.1)

23.2    Consent of Labonte & Co., Chartered Accountants

24.1    Powers of Attorney.

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 he 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 21st day of May, 2002.

Precise Life Sciences Ltd.

                                       By:  /s/ Conrado Beckerman
                                                -----------------
                                                Conrado Beckerman, President