UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
           ----------------------------------------------------------


                                    FORM S-8


             REGISTRATION STATEMENT UNDER THE SECURITEIS ACT OF 1933

                              Liska Biometry, Inc.
          -------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


             Liska Biometry, Inc. Consulting and Director Agreements
          -------------------------------------------------------------
                              (Full Title of Plan)


            FLORIDA                                   06-1562447
  ------------------------------             ------------------------------
 (State or other jurisdiction of            (IRS Employer Identification No.)
  incorporation or organization)


                                100 Sussex Drive
                         Ottawa, Ontario, Canada K1A 0R6
              ----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 1-603-540-0828
          (Telephone number, including area code, of agent for service)


                   Copies to:   Virginia K. Sourlis, Esq.,
                                The Galleria
                                2 Bridge Avenue
                                Red Bank, NJ 07701
                                (732) 530-9007
                                Fax (732) 530-9008
                                www.SourlisLaw.com

<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------

  Title of each class of         Amount to be        Proposed maximum      Proposed maximum          Amount of
     securities to be          registered(2)(3)     offering price per    aggregate offering      registration fee
        registered                                       share(1)              price(1)
---------------------------   -------------------   --------------------  --------------------  ---------------------

     <S>                         <C>                     <C>                 <C>                    <C>
       Common Stock                712,000                 $1.20               $854,400               $108.25
                              -------------------   --------------------  --------------------  ---------------------
</TABLE>

<PAGE>

     (1)  Estimated in accordance with Rule 457(c) and (h) of the Securities Act
          solely for the purposes of calculating the  registration  fee based on
          the closing  sales price ($1.20) of our Common Stock on July 22, 2004,
          a date  within  five (5) days  prior  to the  date of  filing  of this
          registration  statement,  as reported by the OTC  Electronic  Bulletin
          Board.

     (2)  Represents the total number of shares  reserved for issuance under the
          Consulting and Director Agreements.

     (3)  This Registration  Statement shall also cover any additional shares of
          Common  Stock which  become  issuable  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.


 -----------------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 -----------------------------------------------------------------------------

Item 3. Incorporation of Documents by Reference.
-----------------------------------------------------------------------------

The documents  listed in (1) through (6) below are  incorporated by reference in
this registration statement. All documents subsequently filed by Liska Biometry,
Inc. pursuant to Section 13(a),  13(c), 14 and 14(d) of the Securities  Exchange
Act  of  1934,  prior  to  the  filing  of  a  post-effective   amendment  which
de-registers  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.

     1.   The  Registrant's  quarterly  report on Form  10-QSB/A for the quarter
          ended March 31, 2004,  filed with the  Commission by the Registrant on
          May 19, 2004;

     2.   Annual Report on Form 10-KSB/A for the year ended December 31, 2003;

     3.   The Registrant's quarterly report on Form 10-QSB for the quarter ended
          September 30, 2003,  filed with the  Commission  by the  Registrant on
          November 14, 2003; and

     4.   The Registrant's quarterly report on Form 10-QSB for the quarter ended
          June 30, 2003,  filed with the  Commission by the Registrant on August
          15, 2003; and

     5.   The Registrant's quarterly report on Form 10-QSB for the quarter ended
          March 31, 2003, filed with the Commission by the Registrant on May 30,
          2003;

     6.   The  description  of the  Registrant's  common stock  contained in the
          Registration  Statement  on Form SB-2  filed  with the  Commission  on
          January  7,  2001,  as  such  form  may  be  amended  to  update  such
          description.

Item 4. Description of Securities.
--------------------------------------------------------------------------------
No response is required under this item.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------------------------------------------------
No response is required under this item.

Item 6. Indemnification of Directors and Officers.
--------------------------------------------------------------------------------
Section  607.0850 of the Florida Business  Corporation Act ("Section  607.0850")
permits  indemnification  of  directors,  officers,  employees  and  agents of a
corporation under certain conditions and subject to certain limitations. Section
607.0850 empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a part to any threatened,  pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of


                                       2
<PAGE>

the corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses  (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner the person  reasonably  believed to be in or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.  In the case of an action by or in the  right of the  corporation,  no
indemnification  may be made with  respect to any claim,  tissue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine that despite the  adjudication of liability such person
is fairly and reasonable  entitled to indemnity for such expenses that the court
shall  deem  proper.  Section  607.0850  further  provides  that to the extent a
director or officer of a corporation  has been  successful in the defense of any
action,  suit or proceeding  referred to above or in defense or any claim, issue
or matter therein,  such person shall be indemnified against expenses (including
attorneys'  fees)  actually or reasonably  incurred by such person in connection
therewith.

Item 7. Exemption from Registration Claimed.
--------------------------------------------------------------------------------

No response is required under this item.

Item 8. Exhibits.
--------------------------------------------------------------------------------
See the Exhibit Index at end of this Registration Statement Description

Item 9. Undertakings.
--------------------------------------------------------------------------------

     (1)  The undersigned Registrant hereby undertakes:

          (a)  To file,  during any period in which offerings 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;

          (b)  That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act of 1933,  as  amended,  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

          (c)  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.

     (2)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under  the  Securities  Act of  1933,  as
          amended,  each filing of the  Registrant's  annual report  pursuant to
          Section 13(a) or 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.

     (3)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933,  as amended,  may be permitted to  directors,
          officers or control persons pursuant to the foregoing  provisions,  we
          have  been   informed   that,   in  the  opinion  of  the  SEC,   such
          indemnification   is  against   public  policy  as  expressed  in  the
          Securities Act of 1933 and is, therefore,  unenforceable. In the event
          that a claim for indemnification  against such liabilities (other than
          the payment by 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, 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  Securities  Act of 1933, as amended,  and will be governed by the
          final adjudication of such issue.


                                       3
<PAGE>

--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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
authorized, on the 26th day of July, 2004.

                                                       LISKA BIOMETRY, INC.


                                                      By: /s/ LAM KO CHAU
                                                          ----------------------
                                                          Lam Ko Chau
                                                          President and CEO

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates included:


/s/ LAM KO CHAU                                                    July 26, 2004
-------------------------
Lam Ko Chau                President, CEO (Principal Executive
                           Officer) and Director



/s/ MANOJ HIPPOLA                                                  July 26, 2004
-------------------------
Manoj Hippola              CFO (Principal Accounting Officer)




                                  EXHIBIT INDEX

Exhibit No.                        Description
---------- ---------------------------------------------------------------------
     5.1   Opinion of Virginia K. Sourlis, Esq. regarding the legality of the
            securities being registered by the Registrant.
    23.1   Consent of Virginia K. Sourlis, Esq. (included in Exhibit 5.1 hereof)
    23.2   Consent of Stark, Winter, Schenkein and Co., LLP
    99.1   Consulting Agreement with Edward Fitzpatrick
    99.2   Consulting Agreement with Brian Metcalfe
    99.3   Director Bonus to G. Bryan Thomas
    99.4   Director Bonus to John A. Hollander
    99.5   Director Bonus to Gen. Jean E. Boyle
    99.6   Director Bonus to Gary A. Gaulding
    99.7   Director Bonus to Dr. Javaid I. Sheikh
    99.8   Consulting Agreement with Dr. Tet Yeap
    99.9   Consulting Agreement with William Moore
   99.10   Consulting Agreement with William Fried



                                       4
[{"type": "S-8", "sequence": "1", "filename": "v05109.txt", "secsgml_size_bytes": 14485}]
{"company-data": {"conformed-name": "LISKA BIOMETRY INC", "cik": "0001102065", "assigned-sic": "9995", "irs-number": "061562447", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117684", "film-number": "04932960"}, "business-address": {"street1": "6066 VINEYARD DRIVE", "city": "OTTAWA", "state": "A6", "zip": "K1C 2M5", "phone": "613-837-1909"}, "mail-address": {"street1": "6066 VINEYARD DRIVE", "city": "OTTAWA", "state": "A6", "zip": "K1C 2M5"}, "former-company": [{"former-conformed-name": "FTLA INC", "date-changed": "20020220"}, {"former-conformed-name": "FLORAN INTERNATIONAL INC", "date-changed": "20010403"}, {"former-conformed-name": "3045 CORP", "date-changed": "19991229"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
           ----------------------------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITEIS ACT OF 1933

                              Liska Biometry, Inc.
          -------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Liska Biometry, Inc. Consulting and Director Agreements
          -------------------------------------------------------------
                              (Full Title of Plan)

            FLORIDA                                   06-1562447
  ------------------------------             ------------------------------
 (State or other jurisdiction of            (IRS Employer Identification No.)
  incorporation or organization)

                                100 Sussex Drive
                         Ottawa, Ontario, Canada K1A 0R6
              ----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 1-603-540-0828
          (Telephone number, including area code, of agent for service)

                   Copies to:   Virginia K. Sourlis, Esq.,
                                The Galleria
                                2 Bridge Avenue
                                Red Bank, NJ 07701
                                (732) 530-9007
                                Fax (732) 530-9008
                                www.SourlisLaw.com
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------

  Title of each class of         Amount to be        Proposed maximum      Proposed maximum          Amount of
     securities to be          registered(2)(3)     offering price per    aggregate offering      registration fee
        registered                                       share(1)              price(1)
---------------------------   -------------------   --------------------  --------------------  ---------------------
Common Stock                712,000                 $1.20               $854,400               $108.25
                              -------------------   --------------------  --------------------  ---------------------
(1)  Estimated in accordance with Rule 457(c) and (h) of the Securities Act
          solely for the purposes of calculating the  registration  fee based on
          the closing  sales price ($1.20) of our Common Stock on July 22, 2004,
          a date  within  five (5) days  prior  to the  date of  filing  of this
          registration  statement,  as reported by the OTC  Electronic  Bulletin
          Board.

     (2)  Represents the total number of shares  reserved for issuance under the
          Consulting and Director Agreements.

     (3)  This Registration  Statement shall also cover any additional shares of
          Common  Stock which  become  issuable  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.

 -----------------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 -----------------------------------------------------------------------------

Item 3. Incorporation of Documents by Reference.
-----------------------------------------------------------------------------

The documents  listed in (1) through (6) below are  incorporated by reference in
this registration statement. All documents subsequently filed by Liska Biometry,
Inc. pursuant to Section 13(a),  13(c), 14 and 14(d) of the Securities  Exchange
Act  of  1934,  prior  to  the  filing  of  a  post-effective   amendment  which
de-registers  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.

     1.   The  Registrant's  quarterly  report on Form  10-QSB/A for the quarter
          ended March 31, 2004,  filed with the  Commission by the Registrant on
          May 19, 2004;

     2.   Annual Report on Form 10-KSB/A for the year ended December 31, 2003;

     3.   The Registrant's quarterly report on Form 10-QSB for the quarter ended
          September 30, 2003,  filed with the  Commission  by the  Registrant on
          November 14, 2003; and

     4.   The Registrant's quarterly report on Form 10-QSB for the quarter ended
          June 30, 2003,  filed with the  Commission by the Registrant on August
          15, 2003; and

     5.   The Registrant's quarterly report on Form 10-QSB for the quarter ended
          March 31, 2003, filed with the Commission by the Registrant on May 30,
          2003;

     6.   The  description  of the  Registrant's  common stock  contained in the
          Registration  Statement  on Form SB-2  filed  with the  Commission  on
          January  7,  2001,  as  such  form  may  be  amended  to  update  such
          description.

Item 4. Description of Securities.
--------------------------------------------------------------------------------
No response is required under this item.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------------------------------------------------
No response is required under this item.

Item 6. Indemnification of Directors and Officers.
--------------------------------------------------------------------------------
Section  607.0850 of the Florida Business  Corporation Act ("Section  607.0850")
permits  indemnification  of  directors,  officers,  employees  and  agents of a
corporation under certain conditions and subject to certain limitations. Section
607.0850 empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a part to any threatened,  pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of

                                       2
the corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses  (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner the person  reasonably  believed to be in or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.  In the case of an action by or in the  right of the  corporation,  no
indemnification  may be made with  respect to any claim,  tissue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine that despite the  adjudication of liability such person
is fairly and reasonable  entitled to indemnity for such expenses that the court
shall  deem  proper.  Section  607.0850  further  provides  that to the extent a
director or officer of a corporation  has been  successful in the defense of any
action,  suit or proceeding  referred to above or in defense or any claim, issue
or matter therein,  such person shall be indemnified against expenses (including
attorneys'  fees)  actually or reasonably  incurred by such person in connection
therewith.

Item 7. Exemption from Registration Claimed.
--------------------------------------------------------------------------------

No response is required under this item.

Item 8. Exhibits.
--------------------------------------------------------------------------------
See the Exhibit Index at end of this Registration Statement Description

Item 9. Undertakings.
--------------------------------------------------------------------------------

     (1)  The undersigned Registrant hereby undertakes:

          (a)  To file,  during any period in which offerings 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;

          (b)  That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act of 1933,  as  amended,  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

          (c)  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.

     (2)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under  the  Securities  Act of  1933,  as
          amended,  each filing of the  Registrant's  annual report  pursuant to
          Section 13(a) or 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.

     (3)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933,  as amended,  may be permitted to  directors,
          officers or control persons pursuant to the foregoing  provisions,  we
          have  been   informed   that,   in  the  opinion  of  the  SEC,   such
          indemnification   is  against   public  policy  as  expressed  in  the
          Securities Act of 1933 and is, therefore,  unenforceable. In the event
          that a claim for indemnification  against such liabilities (other than
          the payment by 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, 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  Securities  Act of 1933, as amended,  and will be governed by the
          final adjudication of such issue.

                                       3
--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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
authorized, on the 26th day of July, 2004.

                                                       LISKA BIOMETRY, INC.

                                                      By: /s/ LAM KO CHAU
                                                          ----------------------
                                                          Lam Ko Chau
                                                          President and CEO

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates included:

/s/ LAM KO CHAU                                                    July 26, 2004
-------------------------
Lam Ko Chau                President, CEO (Principal Executive
                           Officer) and Director

/s/ MANOJ HIPPOLA                                                  July 26, 2004
-------------------------
Manoj Hippola              CFO (Principal Accounting Officer)

                                  EXHIBIT INDEX

Exhibit No.                        Description
---------- ---------------------------------------------------------------------
     5.1   Opinion of Virginia K. Sourlis, Esq. regarding the legality of the
            securities being registered by the Registrant.
    23.1   Consent of Virginia K. Sourlis, Esq. (included in Exhibit 5.1 hereof)
    23.2   Consent of Stark, Winter, Schenkein and Co., LLP
    99.1   Consulting Agreement with Edward Fitzpatrick
    99.2   Consulting Agreement with Brian Metcalfe
    99.3   Director Bonus to G. Bryan Thomas
    99.4   Director Bonus to John A. Hollander
    99.5   Director Bonus to Gen. Jean E. Boyle
    99.6   Director Bonus to Gary A. Gaulding
    99.7   Director Bonus to Dr. Javaid I. Sheikh
    99.8   Consulting Agreement with Dr. Tet Yeap
    99.9   Consulting Agreement with William Moore
   99.10   Consulting Agreement with William Fried

                                       4