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
                              EMPLOYMENT 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
================================================================================

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

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

<S>                               <C>                     <C>                 <C>                     <C>
      Common Stock                380,000                 $0.45               $171,000                $21.67
                              -------------------   --------------------  --------------------  ---------------------
</TABLE>

      (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  ($0.45) of our Common  Stock on
            December  6, 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 Employment 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.


<PAGE>

================================================================================
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
================================================================================

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

The documents  listed in (1) through (5) 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 for the quarter
            ended  September  30,  2004,   filed  with  the  Commission  by  the
            Registrant on November 15, 2004;

      2.    The  Registrant's  quarterly  report on Form  10-QSB for the quarter
            ended June 30, 2004,  filed with the Commission by the Registrant on
            August 16, 2004;

      3.    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; and

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

      5.    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
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.



                                       2
<PAGE>

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 7th day of December, 2004.


                                          LISKA BIOMETRY, INC.


                                          By: /s/ CHRIS LeCLERC
                                              ----------------------------------
                                              Chris LeClerc
                                              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:



December 7, 2004                          /s/ CHRIS LeCLERC
                                          --------------------------------------
                                          Chris LeClerc
                                          President, CEO (Principal Executive
                                          Officer) and Director



December 7, 2004                          /s/ MANOJ HIPPOLA
                                          --------------------------------------
                                          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.
      10.1  Employment Agreement with Peter Wrage
      10.2  Employment Agreement with Jack Lecza
      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 Kenneth K. Assal
      99.2  Consulting Agreement with Virginia K. Sourlis, Esq.
      99.3  Consulting Agreement with George Zigoumis
      99.4  Consulting Agreement with Stephen J. Grzywacz
      99.5  Consulting Agreement with John Michael Johnson




                                       4
[{"type": "S-8", "sequence": "1", "filename": "v09712_s8.txt", "secsgml_size_bytes": 14855}]
{"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": "333-121101", "film-number": "041192345"}, "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
                              EMPLOYMENT 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 registration
securities to be registered    registered(2)(3)     offering price per    aggregate offering            fee
                                                         share(1)              price(1)
---------------------------   -------------------   --------------------  --------------------  ---------------------
Common Stock                380,000                 $0.45               $171,000                $21.67
                              -------------------   --------------------  --------------------  ---------------------
(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  ($0.45) of our Common  Stock on
            December  6, 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 Employment 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 (5) 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 for the quarter
            ended  September  30,  2004,   filed  with  the  Commission  by  the
            Registrant on November 15, 2004;

      2.    The  Registrant's  quarterly  report on Form  10-QSB for the quarter
            ended June 30, 2004,  filed with the Commission by the Registrant on
            August 16, 2004;

      3.    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; and

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

      5.    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
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.

                                       2
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 7th day of December, 2004.

                                          LISKA BIOMETRY, INC.

                                          By: /s/ CHRIS LeCLERC
                                              ----------------------------------
                                              Chris LeClerc
                                              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:

December 7, 2004                          /s/ CHRIS LeCLERC
                                          --------------------------------------
                                          Chris LeClerc
                                          President, CEO (Principal Executive
                                          Officer) and Director

December 7, 2004                          /s/ MANOJ HIPPOLA
                                          --------------------------------------
                                          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.
      10.1  Employment Agreement with Peter Wrage
      10.2  Employment Agreement with Jack Lecza
      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 Kenneth K. Assal
      99.2  Consulting Agreement with Virginia K. Sourlis, Esq.
      99.3  Consulting Agreement with George Zigoumis
      99.4  Consulting Agreement with Stephen J. Grzywacz
      99.5  Consulting Agreement with John Michael Johnson

                                       4