SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------


                         COMMISSION FILE NUMBER: ______


                            BOUNDARIES CAPITAL, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)


Nevada                                                                98-0216152
------                                                                ----------
(State or other jurisdiction  (Primary Standard Industrial      (I.R.S. Employer
of incorporation or            Classification Code Number)   Identification No.)
organization)

789 West Pender Street, Suite 460, Vancouver, British Columbia           V6C 1H2
--------------------------------------------------------------           -------
(Address of principal executive offices)                              (Zip Code)

                                  604.646-6906
                                  ------------
                (Issuer's Telephone Number, including Area Code)

                   Consulting Agreement with Michael Townsend
                     Consulting Agreement with Greg Burnett
                     --------------------------------------
                            (Full Title of the Plan)

                              Thomas E. Stepp, Jr.
                                 STEPP LAW GROUP
                                1301 Dove Street
                                    Suite 460
                         Newport Beach, California 92660
                         -------------------------------
                     (Name and Address of Agent for Service)

                                  949.660.9700
                                  ------------
                     (Telephone Number of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
       Title of securities             Amount         Proposed maximum      Proposed maximum         Amount of
         to be registered              to be           offering price          aggregate          registration fee
                                   registered(1)           per share         offering price
-------------------------------  -----------------  --------------------  --------------------  --------------------
<S>                                  <C>                  <C>                  <C>                     <C>
Common Stock, $.001 par value        5,000,000            $ 0.25               $1,250,000              $101.13
====================================================================================================================

<FN>
(1)  Based  upon  the  average  bid and  asked  prices  of our  Common  Stock in
over-the-counter  trading  August 21,  2003.  The  offering  price per share was
estimated solely for calculating the registration fee pursuant to Rule 457(a) of
Regulation C.
</FN>
</TABLE>


<PAGE>






                                     PART I

Item 1. The Plan Information.

Not applicable.


Item 2. Registrant Information and Employee Plan Annual Information.

Not applicable


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate the following documents by reference in this Registration
Statement:

     (a)  Our latest Annual Report on Form 10-KSB for the year ended April 30,
          2003 filed with the Securities and Exchange Commission on July 29,
          2003;

     (b)  All of our other reports filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          since November 26, 2001;

     (c)  The description of our common stock contained in the registration
          statement on Form 10-SB filed with the Securities and Exchange
          Commission on August 9, 2001, as amended on November 26, 2001; and

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


Item 4. Description of Securities.

Not applicable


Item 5. Interests of Named Experts and Counsel.

No "expert", as that term is defined pursuant to Regulation Section 228.509(a)
of Regulation S-B, or our "counsel", as that term is defined pursuant to
Regulation Section 228.509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the registrant, or was a



                                        2
<PAGE>






promoter, underwriter, voting trustee, director, officer, or employee of the
company, at any time prior to the filing of this Registration Statement.


Item 6. Indemnification of Directors and Officers.

Our Articles of Incorporation and Bylaws designate the relative duties and
responsibilities of our officers, establish procedures for actions by directors
and shareholders and other items. Our Articles of Incorporation and Bylaws also
contain extensive indemnification provisions, which will permit us to indemnify
our officers and directors to the maximum extent provided by Nevada law.
Pursuant to our Articles of Incorporation and under Nevada law, our directors
and officers are generally not liable to us or our shareholders for damages as a
result of any act or failure to act in his capacity as a director or officer
unless it is proven that: (i) the act or failure to act of such officer or
director constituted a breach of his fiduciary duties; and (ii) his breach of
those duties involve intentional misconduct, fraud or a knowing violation of
law.

On June 1, 2001, we entered into Indemnification Agreements with our directors
and officers, which provide the indemnitee with the maximum indemnification
allowed under applicable law. Since the Nevada statutes are non-exclusive, it is
possible that certain claims beyond the scope of the statute may be
indemnifiable. The indemnification agreement provides a scheme of
indemnification, which may be broader than that specifically provided by Nevada
law. It has not yet been determined, however, to what extent the indemnification
expressly permitted by Nevada law may be expanded, and therefore the scope of
indemnification provided by the indemnification agreement may be subject to
future judicial interpretation.

The indemnification agreement provides that we are to indemnify an indemnitee,
who is or was a party or becomes a party or is threatened to be made a party to
any threatened, pending or completed action or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that the
indemnitee is or was one of our directors, officers, key employees or agents. We
are to advance all expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action or proceeding as
described above. The indemnitee is to repay such amounts advanced only if it
shall be ultimately determined that he or she is not entitled to be indemnified
by us. Any award of indemnification to an indemnitee, if not covered by
insurance, would come directly from our assets, thereby affecting a
shareholder's investment.

IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR
-----------------------------------------------------------------------------
LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO PUBLIC
--------------------------------------------------------------------------------
POLICY AND, THEREFORE, UNENFORCEABLE.
-------------------------------------


Item 7. Exemption from Registration Claimed.

Not applicable


Item 8. Exhibits.

3.1     Articles of Incorporation*




                                        3
<PAGE>






3.2     Certificate of Amendment to Articles of Incorporation**

3.3     Bylaws*

5       Opinion of Stepp Law Group

10.1    Consulting Agreement with Michael Townsend

10.2    Consulting Agreement with Greg Burnett

23.1    Consent of Stepp Law Group (contained in its opinion filed as Exhibit 5
        to this Registration Statement)

23.2    Consent of Amisano Hanson CA's

*Filed as exhibits to our Registration Statement on Form 10-SB on August 9,
2001, and incorporated herein by this reference.

** Filed as exhibit to our Annual Report on Form 10-KSB on July 29, 2003 and
incorporated herein by this reference.


Item 9. Undertakings.

     The 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:

     (i)    to include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii)   to specify in the prospectus any facts or events occurring after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information specified in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be specified in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those clauses is specified in periodic reports filed by the
registrant pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;




                                        4
<PAGE>






     (iii)  to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2)  That, for the purpose of determining any liability pursuant to 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 offered 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.

The registrant hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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 indemnification for liabilities arising pursuant to 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 informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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 that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by the
registrant is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.






















                                        5
<PAGE>






                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant  certifies it
has  reasonable  grounds to believe  that the  registrant  satisfies  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
authorized, in the City of Vancouver, British Columbia, on August 21, 2003.

BOUNDARIES CAPITAL, INC.,
a Nevada corporation


/s/ Allen Sewell
---------------------
Allen Sewell, Director and President


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on August 21, 2003, who are the directors of the registrant's board of directors
and who shall  administer  and enforce the  Consulting  Agreements  with Michael
Townsend and Greg Burnett.

Signature and Title
-------------------


 /s/ Allen Sewell
----------------------
Allen Sewell, Director and President


/s/ Graeme Sewell
-----------------------
Graeme Sewell, Vice President and Director


/s/ Conrad Clemiss
-----------------------
Conrad Clemiss, Director











                                        6
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{"company-data": {"conformed-name": "BOUNDARIES CAPITAL INC", "cik": "0001080036", "assigned-sic": "1382", "irs-number": "980216152", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108143", "film-number": "03861165"}, "business-address": {"street1": "789 WEST PENDER STREET", "street2": "SUITE 460", "city": "VANCOUVER BC", "state": "A1", "zip": "V6C 1H2", "phone": "6046466906"}, "mail-address": {"street1": "789 WEST PENDER STREET", "street2": "SUITE 460", "city": "VANCOUVER BC", "state": "A1", "zip": "V6C 1H2"}, "former-company": {"former-conformed-name": "HERRIMEN OIL & GAS INC", "date-changed": "19990716"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                         COMMISSION FILE NUMBER: ______

                            BOUNDARIES CAPITAL, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)

Nevada                                                                98-0216152
------                                                                ----------
(State or other jurisdiction  (Primary Standard Industrial      (I.R.S. Employer
of incorporation or            Classification Code Number)   Identification No.)
organization)

789 West Pender Street, Suite 460, Vancouver, British Columbia           V6C 1H2
--------------------------------------------------------------           -------
(Address of principal executive offices)                              (Zip Code)

                                  604.646-6906
                                  ------------
                (Issuer's Telephone Number, including Area Code)

                   Consulting Agreement with Michael Townsend
                     Consulting Agreement with Greg Burnett
                     --------------------------------------
                            (Full Title of the Plan)

                              Thomas E. Stepp, Jr.
                                 STEPP LAW GROUP
                                1301 Dove Street
                                    Suite 460
                         Newport Beach, California 92660
                         -------------------------------
                     (Name and Address of Agent for Service)

                                  949.660.9700
                                  ------------
                     (Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
       Title of securities             Amount         Proposed maximum      Proposed maximum         Amount of
         to be registered              to be           offering price          aggregate          registration fee
                                   registered(1)           per share         offering price
-------------------------------  -----------------  --------------------  --------------------  --------------------
Common Stock, $.001 par value        5,000,000            $ 0.25               $1,250,000              $101.13
====================================================================================================================
(1)  Based  upon  the  average  bid and  asked  prices  of our  Common  Stock in
over-the-counter  trading  August 21,  2003.  The  offering  price per share was
estimated solely for calculating the registration fee pursuant to Rule 457(a) of
Regulation C.
PART I

Item 1. The Plan Information.

Not applicable.

Item 2. Registrant Information and Employee Plan Annual Information.

Not applicable

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate the following documents by reference in this Registration
Statement:

     (a)  Our latest Annual Report on Form 10-KSB for the year ended April 30,
          2003 filed with the Securities and Exchange Commission on July 29,
          2003;

     (b)  All of our other reports filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          since November 26, 2001;

     (c)  The description of our common stock contained in the registration
          statement on Form 10-SB filed with the Securities and Exchange
          Commission on August 9, 2001, as amended on November 26, 2001; and

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

Item 4. Description of Securities.

Not applicable

Item 5. Interests of Named Experts and Counsel.

No "expert", as that term is defined pursuant to Regulation Section 228.509(a)
of Regulation S-B, or our "counsel", as that term is defined pursuant to
Regulation Section 228.509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the registrant, or was a

                                        2
promoter, underwriter, voting trustee, director, officer, or employee of the
company, at any time prior to the filing of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Our Articles of Incorporation and Bylaws designate the relative duties and
responsibilities of our officers, establish procedures for actions by directors
and shareholders and other items. Our Articles of Incorporation and Bylaws also
contain extensive indemnification provisions, which will permit us to indemnify
our officers and directors to the maximum extent provided by Nevada law.
Pursuant to our Articles of Incorporation and under Nevada law, our directors
and officers are generally not liable to us or our shareholders for damages as a
result of any act or failure to act in his capacity as a director or officer
unless it is proven that: (i) the act or failure to act of such officer or
director constituted a breach of his fiduciary duties; and (ii) his breach of
those duties involve intentional misconduct, fraud or a knowing violation of
law.

On June 1, 2001, we entered into Indemnification Agreements with our directors
and officers, which provide the indemnitee with the maximum indemnification
allowed under applicable law. Since the Nevada statutes are non-exclusive, it is
possible that certain claims beyond the scope of the statute may be
indemnifiable. The indemnification agreement provides a scheme of
indemnification, which may be broader than that specifically provided by Nevada
law. It has not yet been determined, however, to what extent the indemnification
expressly permitted by Nevada law may be expanded, and therefore the scope of
indemnification provided by the indemnification agreement may be subject to
future judicial interpretation.

The indemnification agreement provides that we are to indemnify an indemnitee,
who is or was a party or becomes a party or is threatened to be made a party to
any threatened, pending or completed action or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that the
indemnitee is or was one of our directors, officers, key employees or agents. We
are to advance all expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action or proceeding as
described above. The indemnitee is to repay such amounts advanced only if it
shall be ultimately determined that he or she is not entitled to be indemnified
by us. Any award of indemnification to an indemnitee, if not covered by
insurance, would come directly from our assets, thereby affecting a
shareholder's investment.

IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR
-----------------------------------------------------------------------------
LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO PUBLIC
--------------------------------------------------------------------------------
POLICY AND, THEREFORE, UNENFORCEABLE.
-------------------------------------

Item 7. Exemption from Registration Claimed.

Not applicable

Item 8. Exhibits.

3.1     Articles of Incorporation*

                                        3
3.2     Certificate of Amendment to Articles of Incorporation**

3.3     Bylaws*

5       Opinion of Stepp Law Group

10.1    Consulting Agreement with Michael Townsend

10.2    Consulting Agreement with Greg Burnett

23.1    Consent of Stepp Law Group (contained in its opinion filed as Exhibit 5
        to this Registration Statement)

23.2    Consent of Amisano Hanson CA's

*Filed as exhibits to our Registration Statement on Form 10-SB on August 9,
2001, and incorporated herein by this reference.

** Filed as exhibit to our Annual Report on Form 10-KSB on July 29, 2003 and
incorporated herein by this reference.

Item 9. Undertakings.

     The 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:

     (i)    to include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii)   to specify in the prospectus any facts or events occurring after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information specified in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be specified in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those clauses is specified in periodic reports filed by the
registrant pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

                                        4
(iii)  to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2)  That, for the purpose of determining any liability pursuant to 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 offered 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.

The registrant hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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 indemnification for liabilities arising pursuant to 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 informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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 that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by the
registrant is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                                        5
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant  certifies it
has  reasonable  grounds to believe  that the  registrant  satisfies  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
authorized, in the City of Vancouver, British Columbia, on August 21, 2003.

BOUNDARIES CAPITAL, INC.,
a Nevada corporation

/s/ Allen Sewell
---------------------
Allen Sewell, Director and President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on August 21, 2003, who are the directors of the registrant's board of directors
and who shall  administer  and enforce the  Consulting  Agreements  with Michael
Townsend and Greg Burnett.

Signature and Title
-------------------

 /s/ Allen Sewell
----------------------
Allen Sewell, Director and President

/s/ Graeme Sewell
-----------------------
Graeme Sewell, Vice President and Director

/s/ Conrad Clemiss
-----------------------
Conrad Clemiss, Director

                                        6