SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                             COMMISSION FILE NUMBER:

                           MICRON ENVIRO SYSTEMS, INC.
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)

Nevada                                                                98-0202944
------                                                                ----------
(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)

                                  604.646-6903
                                  ------------
                (Issuer's Telephone Number, including Area Code)

           Non-Qualified Stock Option Agreement with Bernard McDougall
            Non-Qualified Stock Option Agreement with Stephen Amdahl
            Non-Qualified Stock Option Agreement with Conrad Clemiss
             Non-Qualified Stock Option Agreement with Negar Towfigh
             -------------------------------------------------------
                            (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(2)    offering price(3)
-----------------------------  -------------  ----------------  -----------------  ----------------
<S>                              <C>              <C>              <C>                <C>
Common Stock, $.001 par value    2,500,000        $ 0.04           $ 77,500           $6.27
====================================================================================================

<FN>
     (1)  Consists of underlying shares pursuant to a Non-Qualified Stock Option
          Agreements with Bernard McDougall, Stephen Amdahl, Conrad Clemiss and
          Negar Towfigh.
     (2)  Based upon the average bid and ask prices of our Common Stock in
          over-the-counter trading for the five days preceding April 14, 2003.
          The offering price per share was estimated solely for calculating the
          registration fee pursuant to Rule 457(a) of Regulation C.
     (3)  Based upon 1,500,000 stock options with an exercise price of $0.025
          per share and 1,000,000 stock options with an exercise price of $0.04
          per share.
</FN>
</TABLE>


<PAGE>





                                EXPLANATORY NOTE

Under cover of this Form S-8 is our reoffer prospectus prepared in accordance
with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been
prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of
2,500,000 "control securities" which may be issued, pursuant to the Stock Option
Agreements between Micron Enviro Systems, Inc. and each of Bernard McDougall,
our company's President and director, Stephen Amdahl, a director, Conrad
Clemiss, a director and Negar Towfigh, our company's Secretary.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

We will send or give the documents containing the information specified in Part
I of Form S-8 to each of Bernard McDougall, Stephen Amdahl, Conrad Clemiss and
Negar Towfigh as specified by the Securities and Exchange Commission Rule
428(b)(1) under the 1933 Act. We do not need to file these documents with the
Securities and Exchange Commission either as part of this registration statement
or as a prospectus or prospectus supplement under Rule 424 of the 1933 Act.

REOFFER PROSPECTUS

The date of this prospectus is April 14, 2003

Micron Enviro Systems, Inc.
Suite 460, 789 West Pender Street
Vancouver, British Columbia V6C 1H2 Canada

2,500,000 Shares of Common Stock

This reoffer prospectus relates to 2,500,000 shares of our common stock may be
offered and resold from time to time by the selling stockholders identified in
this prospectus for their own account. It is anticipated that the selling
stockholders will offer shares for sale at prevailing prices on the OTC Bulletin
Board on the date of sale. Apart from receipt of the exercise price of the
options, we will receive no part of the proceeds from sales made under this
reoffer prospectus. The selling stockholders will bear all sales commissions and
similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the selling stockholders will be
borne by us.

The selling stockholders and any brokers executing selling orders on his behalf
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act of 1933.

Our common stock is traded on the OTC Bulletin Board under the symbol "MSEV." On
April 14, 2003, the last reported price of our common stock on such market was
$0.3 per share.




                                        2
<PAGE>






THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 9 OF THIS REOFFER PROSPECTUS. THESE
ARE SPECULATIVE SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.












































                                        3
<PAGE>






TABLE OF CONTENTS
                                                                     Page
                                                                     Number

Reoffer Prospectus                                                     2

Available Information                                                  5

Incorporation of Documents by Reference                                5

Prospectus Summary                                                     7

Summary of Risk Factors                                                7

Forward-Looking Statements                                             7

Description of Business                                                8

Risk Factors                                                           9

Use of Proceeds                                                       15

Selling Stockholder                                                   15

Plan of Distribution                                                  17

Experts                                                               17

Legal Matters                                                         17

Disclosure of Commission Position                                     18



















                                        4
<PAGE>






REOFFER PROSPECTUS

Available Information
---------------------

No person has been authorized in connection with the offering made hereby to
give any information or to make an representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as have been authorized by the Company or any affiliate of the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby to any person or by any
person in any jurisdiction in which it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is current as of any date subsequent to the date
hereof."

Micron Enviro Systems, Inc. ("we", "us", "our") files annual, quarterly and
special reports, proxy statements, and other information with the Securities and
Exchange Commission as is required by the Securities Exchange Act of 1934. You
may read and copy any reports, statements or other information we have filed at
the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. In addition, copies may be obtained (at prescribed
rates) at the SEC's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place, Room 1228, New York, New York 10007. Our filings are also available on
the Internet at the SEC's website at http:\\www.sec.gov, and from commercial
document retrieval services, such as Primark, whose telephone number is
1-800-777-3272.

The Company has filed with the Commission a registration statement on Form S-8
(of which this Prospectus is a part) under the Securities Act of 1933 with
respect to the securities offered hereby (the Registration Statement"). This
Prospectus does not include all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For additional information, reference is made to
the Registration Statement, including exhibits filed therewith. Such information
may be inspected, and copies thereof may be obtained, at the places and in the
manner set forth above."

Incorporation of Documents by Reference
---------------------------------------
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.

The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:

     (a) Our latest Annual Report on Form 10-KSB/A for the year ended December
31, 2002 filed with the SEC on April 11, 2003;


                                        5
<PAGE>






     (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
September 3, 1999;

     (c) The description of our common stock contained in the registration
statement on Form 10-SB filed with the SEC on May 13, 1999, as amended on
September 3, 1999; 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.

In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this reoffer prospectus have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this reoffer prospectus or in any subsequently
filed document that is also incorporated by reference in this reoffer prospectus
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.

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

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE PRESIDENT, MICRON ENVIRO SYSTEMS, INC.SUITE 460, 789 WEST PENDER
STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1H2. OUR TELEPHONE NUMBER IS
604.646.6903.




                                        6
<PAGE>






Prospectus Summary
------------------
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this reoffer prospectus. Consequently, this summary does not contain all of the
information that you should consider before investing in our common stock. You
should carefully read the entire prospectus, including the "Risk Factors"
section, and the documents and information incorporated by reference into this
reoffer prospectus.

Summary of Risk Factors
-----------------------
An investment in our common stock involves a number of risks which should be
carefully considered and evaluated. These risks include:

     (a) the fact that our securities must be considered highly speculative,
generally because of the nature of our business and the early stage of its
development;

     (b) the fact that our ability to continue exploration and, if warranted,
development of our properties will be dependent upon our ability to raise
significant additional financing;

     (c) that fact that we have suffered recurring losses from operations and
have negative working capital and that these circumstances raise substantial
doubt about our ability to continue as a going concern as described in an
explanatory paragraph to our independent auditors' report issued in connection
with our financial statements for the years ended December 31, 2001 and 2002;

     (d) the fact that in order to continue drilling on our oil and gas
properties we will require substantial funds and depend upon the recommendations
of the operator on each property and their respective geologists in regards to
drilling operations; and

     (e) the fact that exploration for economic reserves of oil and gas is
subject to a number of risk factors.

For a more complete discussion of risk factors relevant to an investment in our
common stock see the "Risk Factors" section beginning on page 9 of this reoffer
prospectus.

Forward Looking Statements
--------------------------

This reoffer prospectus contains forward-looking statements of our management.
Forward-looking statements are statements that estimate the happening of future
events and are not based on historical fact. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may", "will",
"could", "expect", "estimate", "anticipate", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those
terms. Actual results may differ materially from those contemplated by the
forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and


                                        7
<PAGE>






other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Description of Business
-----------------------

Our Development
---------------
We were originally incorporated as Strathcona Capital Corp. on January 23, 1998
under the laws of the State of Nevada. We amended our Articles of Incorporation
on February 1, 1999 to change our name to Micron Enviro Systems, Inc.

Our Current Business
--------------------
In February 2002, we acquired a 5% working interest, and a 2.5% net revenue
interest in a proposed fifteen (15) well oil and gas program in Stephens County,
Texas referred to as the Green Ranch Prospect.

Working interest is defined as a working interest in an oil or gas property is
one that is burdened with the cost of development and operation of the property,
such as the responsibility to share expenses of drilling completed or operating
oil and gas property, according to working or operating mineral interest in any
tract or parcel of land. Rights to overriding royalties, production payments,
and the like do not constitute working interests because they are not burdened
with the responsibility to share expenses of drilling, completing, or operating
oil and gas property. Likewise, contract rights to extract or share in oil and
gas, or in the profits from extraction, without liability to share in the costs
of production do not constitute working interests. Income from such interests is
generally considered to be portfolio income.

Net revenue interest is defined as the percent of the production revenue
allocated to the working interest after first deducting proceeds allocated to
royalty and overriding interest.

The Green Ranch Prospect is a proposed 15 well program consisting of 4,131 acres
of leasehold on the Green Ranch in Stephens County, Texas.

On May 10, 2002, drilling commenced on the first well, the Z1 well. The Z1 well
was drilled to a total depth of 4,514 feet, production casing was set and cement
was poured and dried. Permico Corporation (the "Operator") constructed a gas
pipeline for the Z1 well. The Z1 well is currently producing both oil and gas
revenue.

On November 27, 2002, for consideration of $10,000 we increased our net revenue
interest in the Green Ranch Prospect from 2.5% to 3.9%, while our working
interest remained at 5%.




                                        8
<PAGE>






On February 1, 2003, drilling commenced on the second well of the Green Ranch
Prospect, the Z2 well. The Z2 well was drilled to a total depth of 4,249 feet,
production casing was set and cement was poured and dried. The Z2 well has been
connected to the high pressure gas system and gas has been recovered and sold.

Based on the data collected to date, the operator feels that 15 wells may not be
enough to fully drain this fractured formation that the Z2 Well discovered. Our
ability to continue with the Green Ranch Project is contingent on being able to
satisfy future cash requirements.

On October 7, 2002, we entered into an assignment agreement with First Goldwater
Resources Inc. ("Goldwater"), whereby we acquired a 5% working interest and a
3.875% net revenue interest in the 12-10 Well located in Kern County, California
for $2,500. The rights we acquired included the Pulv and Olcese Prospect.
Goldwater is a related party in that it has directors and officers, Conrad
Clemiss and Negar Towfigh, in common with us.

This acquisition included an interest in a producing well that was producing
from the Stevens Sands formation within the Bakersfield Arch. We acquired an
interest, which would had enabled us to receive revenue from this well once the
well had paid out 400% of its costs, subsequent to our acquisition the well was
shut-in and is no longer producing but we continue to hold our percentage of
rights to the Pulve and Olcese Prospect.

On March 27, 2003, we entered into a participation agreement with Patch Energy
Inc., whereby we may earn up to a 3.5% net revenue interest in an oil and gas
property located in Saskatchewan, Canada for consideration of incurring up to 5%
of the costs associated with the drill program. The president of Patch Energy
Inc., David Stadynk, is also one of our consultants.

Risk Factors
------------

Much of the information included in this registration statement includes or is
based upon estimates, projections or other "forward looking statements". Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgement regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

Our shares of common stock are considered speculative while we proceed with our
commitments under our various oil and gas exploration agreements and/or while we


                                        9
<PAGE>






continue our search for a new business opportunity. Prospective investors should
consider carefully the risk factors set out below.

Likelihood of Profit
--------------------
Our securities must be considered highly speculative, generally because of the
nature of our business and the early stage of its development. We are engaged in
the business of exploring and, if warranted, developing commercial reserves of
oil and gas. Our properties are in the exploration stage only and are without
known reserves of oil and gas. Accordingly, we have not realized a significant
profit from our operations to date. We do expect to generate revenue from the
Green Ranch Prospect during the 2003 fiscal year, though we cannot predict the
amount of revenue that may be generated.

Lack of Financial Resources
---------------------------
Our ability to continue exploration and, if warranted, development of our
properties will be dependent upon our ability to sell our securities. We have
limited cash reserves and we are dependent on raising significant funds in order
to continue to operate and to pay our debts. In the event we are unable to raise
significant funds, a portion of our interest in our properties may be lost to
exploration partners or our properties may be lost entirely.

There can be no assurance that additional funding will be available to us for
exploration and development of our projects or to fulfill our obligations under
any applicable agreements. Although historically we have obtained financing in
order to proceed with the development of some of our previous properties, there
can be no assurance that we will be able to obtain adequate financing in the
future or that the terms of such financing will be favorable. Failure to obtain
such additional financing could result in delay or indefinite postponement of
further exploration and development of our projects with the possible loss of
such properties.

Going Concern Qualification
---------------------------
There is substantial doubt about our ability to continue as a going concern due
to the losses incurred since inception, our stockholders' deficiency, and lack
of substantial revenues. We anticipate that we may require financing in order to
continue our exploration, and if warranted, development of our oil and gas
properties. There can be no assurance that, if required, any such financing will
be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon us. If additional funds are raised by issuing equity securities,
further dilution to existing or future shareholders is likely to result. If
adequate funds are not available on acceptable terms when needed, we may be
required to delay, scale back or eliminate the development of any business
opportunity that we acquire. Inadequate funding could also impair our ability to
compete in the marketplace, which may result in our dissolution.

Financial Considerations
------------------------
Our decision as to whether each of our properties contain commercial oil and gas
deposits and should be brought into production will require substantial funds
and depend upon the results of exploration programs and the recommendations of
the operators on each property and their duly qualified engineers. This decision


                                       10
<PAGE>






will involve consideration and evaluation of several significant factors
including but not limited to: (1) costs of bringing a property into production,
including exploration and development work, and construction of production
facilities; (2) availability and costs of financing; (3) ongoing costs of
production; (4) market prices for the oil and gas to be produced; (5)
environmental compliance regulations and restraints; and (6) political climate,
governmental regulation and control.

Currency Fluctuations
---------------------
We maintain our accounts in US and Canadian currencies and are therefore subject
to currency fluctuations and such fluctuations may materially affect our
financial position and results. We do not engage in currency hedging activities.

Need to Manage Growth
---------------------
We could experience rapid growth in revenues, personnel, complexity of
administration and in other areas. There can be no assurance that we will be
able to manage the significant strains that future growth may place on our
administrative infrastructure, systems, and controls. If we are unable to manage
future growth effectively, our business, operating results and financial
condition may be materially adversely affected.

Dependence on Senior Management
-------------------------------
We are dependent on the efforts and abilities of certain of our senior
management. The interruption of the services of key management could have a
material adverse effect on our operations, profits and future development, if
suitable replacements are not promptly obtained. We anticipate that we will
enter into employment agreements with each of our key executives; however, no
assurance can be given that each executive will remain with us during or after
the term of his or her employment agreement. In addition, our success depends,
in part, upon our ability to attract and retain other talented personnel.
Although we believe that our relations with our personnel are good and that we
will continue to be successful in attracting and retaining qualified personnel,
there can be no assurance that we will be able to continue to do so.

Dependence on Operators
-----------------------
The operators on our various properties carry out the work necessary to obtain
our right to earn an interest the respective properties, and therefore we are
dependent upon the operators' expertise in the area of oil and gas exploration.

Conflicts of Interest
---------------------
In addition to their interest in our company, our management currently engages,
and intends to engage in the future, in the oil and gas business independently
of our company. As a result, conflicts of interest between us and management of
our company might arise.

"Penny Stock" Rules May Restrict the Market for the Company's Shares
--------------------------------------------------------------------
Our shares of common stock are subject to rules promulgated by the Securities
and Exchange Commission relating to "penny stocks," which apply to companies
whose shares are not traded on a national stock exchange or on the NASDAQ
system, trade at less than $5.00 per share, or who do not meet certain other
financial requirements specified by the Securities and Exchange Commission.
These rules require brokers who sell "penny stocks" to persons other than
established customers and "accredited investors" to complete certain


                                       11
<PAGE>






documentation, make suitability inquiries of investors, and provide investors
with certain information concerning the risks of trading in the such penny
stocks. These rules may discourage or restrict the ability of brokers to sell
our shares of common stock and may affect the secondary market for our shares of
common stock. These rules could also hamper our ability to raise funds in the
primary market for our shares of common stock.

Possible Volatility of Share Prices
-----------------------------------
Our shares of common stock are currently publicly traded on the Over-the-Counter
Bulletin Board ("OTCBB") Quotation Service maintained by National Association of
Securities Dealers, Inc. The trading price of our shares of common stock has
been subject to fluctuations. Trading prices of our shares of common stock may
fluctuate in response to a number of factors, many of which will be beyond our
control. The stock market has generally experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating
performance of companies with no current business operation. There can be no
assurance that trading prices previously experienced by our shares of common
stock will be matched or maintained. These broad market and industry factors may
adversely affect the market price of our shares of common stock, regardless of
our operating performance.

In the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.

Indemnification of Directors, Officers and Others
-------------------------------------------------
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.

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.
-------------------------------------

Future Dilution
---------------
Our Articles of Incorporation authorize the issuance of 200,000,000 shares of
common stock, each with a par value of $0.001. In the event that we are required
to issue any additional shares investors' interests in our company will be
diluted. If we issue any such additional shares, such issuances also will cause
a reduction in the proportionate ownership and voting power of all other
shareholders. Further, any such issuance may result in a change in our control.



                                       12
<PAGE>






Risks Relating to the Industry
------------------------------
Oil and Gas Exploration
-----------------------
Exploration for economic reserves of oil and gas is subject to a number of risk
factors. While the rewards to an investor can be substantial if an economically
viable discovery is made, few of the properties that are explored are ultimately
developed into producing oil and/or gas wells. Our properties are in the
exploration and development stage only and are without proven reserves of oil
and gas. There can be no assurance that we will establish commercial discoveries
on any of our properties.

Potential Profitability of Oil and Gas Ventures Depends Upon Factors Beyond our
-------------------------------------------------------------------------------
Control
-------
The potential profitability of oil and gas properties is dependent upon many
factors beyond our control. For instance, world prices and markets for oil and
gas are unpredictable, highly volatile, potentially subject to governmental
fixing, pegging, controls, or any combination of these and other factors, and
respond to changes in domestic, international, political, social, and economic
environments. Additionally, due to worldwide economic uncertainty, the
availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive
well may become uneconomic in the event water or other deleterious substances
are encountered which impair or prevent the production of oil and/or gas from
the well. In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances. The marketability of oil
and gas which may be acquired or discovered will be affected by numerous factors
beyond our control. These factors include the proximity and capacity of oil and
gas pipelines and processing equipment, market fluctuations of prices, taxes,
royalties, land tenure, allowable production and environmental protection. The
extent of these factors cannot be accurately predicted but the combination of
these factors may result in our company not receiving an adequate return on
invested capital.

Competitiveness of Oil and Gas Industry
---------------------------------------
The oil and gas industry is intensely competitive. We compete with numerous
individuals and companies, including many major oil and gas companies, which
have substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for desirable oil and
gas leases, suitable properties for drilling operations and necessary drilling
equipment, as well as for access to funds. There can be no assurance that the
necessary funds can be raised or that any projected work will be completed.

Fluctuating Price and Demand
----------------------------
The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
market fluctuations in oil and gas pricing and demand, the proximity and
capacity of natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of oil and gas and environmental protection regulations. The exact
effect of these factors cannot be accurately predicted, but the combination of


                                       13
<PAGE>






these factors may result in us not receiving an adequate return on invested
capital to be profitable or viable.

Comprehensive Regulation of Oil and Gas Industry
------------------------------------------------
Oil and gas operations are subject to federal, state, and local laws relating to
the protection of the environment, including laws regulating removal of natural
resources from the ground and the discharge of materials into the environment.
Oil and gas operations are also subject to federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of drilling methods and equipment. Various permits from
government bodies are required for drilling operations to be conducted; no
assurance can be given that such permits will be received. No assurance can be
given that environmental standards imposed by federal, provincial, or local
authorities will not be changed or that any such changes would not have material
adverse effects on our activities. Moreover, compliance with such laws may cause
substantial delays or require capital outlays in excess of those anticipated,
thus causing an adverse effect on us. Additionally, we may be subject to
liability for pollution or other environmental damages which it may elect not to
insure against due to prohibitive premium costs and other reasons.

Environmental Regulations
-------------------------
In general, our exploration and production activities are subject to certain
federal, state and local laws and regulations relating to environmental quality
and pollution control. Such laws and regulations increase the costs of these
activities and may prevent or delay the commencement or continuance of a given
operation. Compliance with these laws and regulations has not had a material
effect on our operations or financial condition to date. Specifically, we are
subject to legislation regarding emissions into the environment, water
discharges and storage and disposition of hazardous wastes. In addition,
legislation has been enacted which requires well and facility sites to be
abandoned and reclaimed to the satisfaction of state authorities. However, such
laws and regulations are frequently changed and we are unable to predict the
ultimate cost of compliance. Generally, environmental requirements do not appear
to affect us any differently or to any greater or lesser extent than other
companies in the industry.

We believe that our operations comply, in all material respects, with all
applicable environmental regulations.

Risks Associated with Drilling
------------------------------
Drilling operations generally involve a high degree of risk. Hazards such as
unusual or unexpected geological formations, power outages, labor disruptions,
blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate
machinery, equipment or labour, and other risks are involved. We may become
subject to liability for pollution or hazards against which it cannot adequately
insure or which it may elect not to insure. Incurring any such liability may
have a material adverse effect on our financial position and operations.

Government Regulation/Administrative Practices
----------------------------------------------
There is no assurance that the laws, regulations, policies or current
administrative practices of any government body, organization or regulatory


                                       14
<PAGE>






agency in the United States or any other jurisdiction, will not be changed,
applied or interpreted in a manner which will fundamentally alter our ability to
carry on our business.

The actions, policies or regulations, or changes thereto, of any government body
or regulatory agency, or other special interest groups, may have a detrimental
effect on us. Any or all of these situations may have a negative impact on our
ability to operate and/or become profitable.

Use of Proceeds
---------------

Apart from receipt of the exercise price of the related options, we will not
receive any of the proceeds from the sale of any of the 2,500,000 shares of
common stock by Bernard McDougall, Stephen Amdahl, Conrad Clemiss and Negar
Towfigh.

Selling Stockholders
--------------------

The following table identifies the selling stockholders and indicates (i) the
nature of any material relationship that such selling stockholder has had with
us for the past three years, (ii) the number of shares held by the selling
stockholders, (iii) the amount to be offered for each of the selling
stockholder's account, and (iv) the number of shares and percentage of
outstanding shares of the common shares in our capital to be owned by each
selling stockholder after the sale of the shares offered by them pursuant to
this offering. The selling stockholders are not obligated to sell the shares
offered in this reoffer prospectus and may choose not to sell any of the shares
or only a part of the shares. SEC rules require that we assume that the selling
stockholders sell all of the shares offered with this reoffer prospectus.

Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the shares offered by this reoffer prospectus may not simultaneously engage
in market making activities with respect to our common shares during the
applicable "cooling off" periods prior to the commencement of such distribution.
In addition, and without limiting the foregoing, the selling stockholders will
be subject to applicable provisions of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of the shares by the selling stockholders. As of April 14,
2003, there were 34,166,166 common shares in our issued and outstanding stock.















                                       15
<PAGE>





<TABLE>
<CAPTION>
                                                                  Percentage of Shares
                       Number of      Number of                   Beneficially Owned(4)
                       Shares         Shares        Shares        ---------------------
                       Beneficially   Subject to    Being         Before       After
Selling Stockholder    Owned(2)       Options (3)   Registered    Offering     Offering
--------------------   ------------   -----------   -----------   --------     --------

<S>                    <C>            <C>           <C>           <C>          <C>
Bernard McDougall(1)   1,000,000      1,000,000     1,000,000     Nil          2.7
Stephen Amdahl(5)      500,000        500,000       500,000       Nil          1.4
Conrad Clemiss(6)      500,000        500,000       500,000       Nil          1.4
Negar Towfigh(7)       500,000        500,000       500,000       Nil          1.4

<FN>
(1)  Mr. McDougall was appointed a director on September 12, 2001 and our
president on September 14, 2001.
(2)  Represents shares owned beneficially by each selling stockholder, including
shares that he or she has the right to acquire within 60 days of the date of
this reoffer prospectus.
(3)  Includes shares of our common stock underlying options granted to each
selling stockholder, whether or not exercisable as of, or within 60 days of, the
date of this reoffer prospectus.
(4)  Based on 34,166,166 shares outstanding as of April 14, 2003.
(5)  Mr. Amdahl was appointed a director of our company on September 12, 2001.
(6)  Mr. Clemiss was appointed a director of our company on May 28, 2002.
(7)  Miss. Towfigh was appointed our secretary on May 28, 2002 and our Chief
Financial Officer on June 7, 2002.
</FN>
</TABLE>

THE INFORMATION PROVIDED IN THE TABLE ABOVE WITH RESPECT TO THE SELLING
STOCKHOLDERS HAS BEEN OBTAINED FROM EACH OF THE SELLING STOCKHOLDERS. BECAUSE
THE SELLING STOCKHOLDERS MAY SELL ALL OR SOME PORTION OF THE SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY THEM, ONLY AN ESTIMATE (ASSUMING THE SELLING
STOCKHOLDERS SELL ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE
NUMBER OF SHARES OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY EACH SELLING
STOCKHOLDER AFTER THIS OFFERING. IN ADDITION, THE SELLING STOCKHOLDERS MAY HAVE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE
DISPOSE OF, AT ANY TIME OR FROM TIME TO TIME SINCE THE DATE ON WHICH HE OR SHE
PROVIDED THE INFORMATION REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED
BY THEM, ALL OR A PORTION OF THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY
THEM IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.




                                       16
<PAGE>






Plan of Distribution
--------------------

The selling stockholders may sell the 2,500,000 common shares for value from
time to time under this reoffer prospectus in one or more transactions on the
OTCBB, in negotiated transactions or in a combination of such methods of sale,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the respective selling
stockholder and/or the purchasers of the shares for whom such broker-dealers may
act as agent (which compensation may be less than or in excess of customary
commissions).

The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by them and any profit on the resale of the shares sold by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933. All selling and other expenses incurred by the selling stockholders will
be borne by the selling stockholders.

In addition to any shares sold hereunder, the selling stockholders may, at the
same time, sell any shares of common shares, including the shares, owned by them
in compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this reoffer prospectus.

There is no assurance that the selling stockholders will sell all or any portion
of the shares offered.

We will pay all expenses in connection with this offering and, apart from
receipt of the exercise price of the related options, we will not receive any
proceeds from sales of any shares by the selling stockholders.

Experts
-------

The financial statements as of December 31, 2002 and 2001 and for each of the
years in the three-year period ended December 31, 2002, are incorporated by
reference in this reoffer prospectus in reliance on the report of Williams and
Webster P.S., independent accountants, which is also incorporated herein by
reference, in reliance upon their authority as experts in accounting and
auditing.

Legal Matters
-------------

The validity of the common shares offered by this reoffer prospectus will be
passed upon for us and the selling stockholders by Stepp Law Group, Newport
Beach, California, USA.



                                       17
<PAGE>






Disclosure of Commission Position on Indemnification For Securities Act
-----------------------------------------------------------------------
Liabilities
-----------

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling our business
pursuant to the provision in the section entitled "Indemnification of Directors
and Officers" (see below), we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.


                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

We incorporate the following documents by reference in this reoffer prospectus:

     (a)  Our latest Annual Report on Form 10-KSB/A for the year ended December
          31, 2002 filed with the Securities and Exchange Commission on April
          11, 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 September 3, 1999;

     (c)  The description of our common stock contained in the registration
          statement on Form 10-SB filed with the Securities and Exchange
          Commission on May 13, 1999, as amended on September 3, 1999; 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.

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE PRESIDENT, MICRON ENVIRO SYSTEMS, INC.SUITE 460, 789 WEST PENDER
STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1H2. OUR TELEPHONE NUMBER IS
604-646-6903.

You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the


                                       18
<PAGE>






SEC's website at http:\\www.sec.gov, and from commercial document retrieval
services, such as Primark, whose telephone number is 1-800-777-3272.

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
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 July 17, 2002, 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


                                       19
<PAGE>






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       Corporate Charter*

3.2       Articles of Incorporation*

3.3       Certificate of Amendment to Articles of Incorporation*

3.4       Bylaws*

5         Opinion of Stepp Law Group

10.1      2002 Non-Qualified Stock Option Plan**

10.2      2002 Non-Qualified Stock Option Agreement with Bernard McDougall dated
          April 3, 2003

10.3      2002 Non-Qualified Stock Option Agreement with Stephen J. Amdahl dated
          January 28, 2003

10.4      2002 Non-Qualified Stock Option Agreement with Conrad Clemiss dated
          January 28, 2003

10.5      2002 Non-Qualified Stock Option Agreement with Negar Towfigh dated
          April 3, 2003

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

23.2      Consent of Williams and Webster

*Filed as exhibits to our Registration Statement on Form 10-SB on May 13, 1999,
and incorporated herein by this reference.

** Filed as exhibits to our Quarterly Report on Form 10-QSB on August 13, 2002,
and incorporated herein by this reference.



                                       20
<PAGE>






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;

          (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.



                                       21
<PAGE>






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.











































                                       22
<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 April 25, 2003.

MICRON ENVIRO SYSTEMS, INC.,
a Nevada corporation


/s/ Bernard McDougall
---------------------
Bernard McDougall, 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 April 25, 2003, who are the directors of the registrant's board of directors
and who shall administer and enforce the Stock Option Agreements with Bernard
McDougall, Stephen J. Amdahl, Conrad Clemiss and Negar Towfigh.


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



/s/ Bernard McDougall
----------------------
Bernard McDougall, Director and President



/s/ Stephen J. Amdahl
-----------------------
Stephen J. Amdahl, Director



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









                                       23
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{"company-data": {"conformed-name": "MICRON ENVIRO SYSTEMS INC", "cik": "0001082285", "assigned-sic": "1382", "irs-number": "980202944", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104795", "film-number": "03667569"}, "business-address": {"street1": "789 WEST PENDER ST", "street2": "SUITE 460", "city": "VANCOUVER BC", "state": "A1", "zip": "V6C 1H2", "phone": "6046466903"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             COMMISSION FILE NUMBER:

                           MICRON ENVIRO SYSTEMS, INC.
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)

Nevada                                                                98-0202944
------                                                                ----------
(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)

                                  604.646-6903
                                  ------------
                (Issuer's Telephone Number, including Area Code)

           Non-Qualified Stock Option Agreement with Bernard McDougall
            Non-Qualified Stock Option Agreement with Stephen Amdahl
            Non-Qualified Stock Option Agreement with Conrad Clemiss
             Non-Qualified Stock Option Agreement with Negar Towfigh
             -------------------------------------------------------
                            (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(2)    offering price(3)
-----------------------------  -------------  ----------------  -----------------  ----------------
Common Stock, $.001 par value    2,500,000        $ 0.04           $ 77,500           $6.27
====================================================================================================
(1)  Consists of underlying shares pursuant to a Non-Qualified Stock Option
          Agreements with Bernard McDougall, Stephen Amdahl, Conrad Clemiss and
          Negar Towfigh.
     (2)  Based upon the average bid and ask prices of our Common Stock in
          over-the-counter trading for the five days preceding April 14, 2003.
          The offering price per share was estimated solely for calculating the
          registration fee pursuant to Rule 457(a) of Regulation C.
     (3)  Based upon 1,500,000 stock options with an exercise price of $0.025
          per share and 1,000,000 stock options with an exercise price of $0.04
          per share.
EXPLANATORY NOTE

Under cover of this Form S-8 is our reoffer prospectus prepared in accordance
with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been
prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of
2,500,000 "control securities" which may be issued, pursuant to the Stock Option
Agreements between Micron Enviro Systems, Inc. and each of Bernard McDougall,
our company's President and director, Stephen Amdahl, a director, Conrad
Clemiss, a director and Negar Towfigh, our company's Secretary.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

We will send or give the documents containing the information specified in Part
I of Form S-8 to each of Bernard McDougall, Stephen Amdahl, Conrad Clemiss and
Negar Towfigh as specified by the Securities and Exchange Commission Rule
428(b)(1) under the 1933 Act. We do not need to file these documents with the
Securities and Exchange Commission either as part of this registration statement
or as a prospectus or prospectus supplement under Rule 424 of the 1933 Act.

REOFFER PROSPECTUS

The date of this prospectus is April 14, 2003

Micron Enviro Systems, Inc.
Suite 460, 789 West Pender Street
Vancouver, British Columbia V6C 1H2 Canada

2,500,000 Shares of Common Stock

This reoffer prospectus relates to 2,500,000 shares of our common stock may be
offered and resold from time to time by the selling stockholders identified in
this prospectus for their own account. It is anticipated that the selling
stockholders will offer shares for sale at prevailing prices on the OTC Bulletin
Board on the date of sale. Apart from receipt of the exercise price of the
options, we will receive no part of the proceeds from sales made under this
reoffer prospectus. The selling stockholders will bear all sales commissions and
similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the selling stockholders will be
borne by us.

The selling stockholders and any brokers executing selling orders on his behalf
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act of 1933.

Our common stock is traded on the OTC Bulletin Board under the symbol "MSEV." On
April 14, 2003, the last reported price of our common stock on such market was
$0.3 per share.

                                        2
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 9 OF THIS REOFFER PROSPECTUS. THESE
ARE SPECULATIVE SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.

                                        3
TABLE OF CONTENTS
                                                                     Page
                                                                     Number

Reoffer Prospectus                                                     2

Available Information                                                  5

Incorporation of Documents by Reference                                5

Prospectus Summary                                                     7

Summary of Risk Factors                                                7

Forward-Looking Statements                                             7

Description of Business                                                8

Risk Factors                                                           9

Use of Proceeds                                                       15

Selling Stockholder                                                   15

Plan of Distribution                                                  17

Experts                                                               17

Legal Matters                                                         17

Disclosure of Commission Position                                     18

                                        4
REOFFER PROSPECTUS

Available Information
---------------------

No person has been authorized in connection with the offering made hereby to
give any information or to make an representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as have been authorized by the Company or any affiliate of the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby to any person or by any
person in any jurisdiction in which it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is current as of any date subsequent to the date
hereof."

Micron Enviro Systems, Inc. ("we", "us", "our") files annual, quarterly and
special reports, proxy statements, and other information with the Securities and
Exchange Commission as is required by the Securities Exchange Act of 1934. You
may read and copy any reports, statements or other information we have filed at
the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. In addition, copies may be obtained (at prescribed
rates) at the SEC's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place, Room 1228, New York, New York 10007. Our filings are also available on
the Internet at the SEC's website at http:\\www.sec.gov, and from commercial
document retrieval services, such as Primark, whose telephone number is
1-800-777-3272.

The Company has filed with the Commission a registration statement on Form S-8
(of which this Prospectus is a part) under the Securities Act of 1933 with
respect to the securities offered hereby (the Registration Statement"). This
Prospectus does not include all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For additional information, reference is made to
the Registration Statement, including exhibits filed therewith. Such information
may be inspected, and copies thereof may be obtained, at the places and in the
manner set forth above."

Incorporation of Documents by Reference
---------------------------------------
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.

The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:

     (a) Our latest Annual Report on Form 10-KSB/A for the year ended December
31, 2002 filed with the SEC on April 11, 2003;

                                        5
(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
September 3, 1999;

     (c) The description of our common stock contained in the registration
statement on Form 10-SB filed with the SEC on May 13, 1999, as amended on
September 3, 1999; 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.

In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this reoffer prospectus have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this reoffer prospectus or in any subsequently
filed document that is also incorporated by reference in this reoffer prospectus
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.

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

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE PRESIDENT, MICRON ENVIRO SYSTEMS, INC.SUITE 460, 789 WEST PENDER
STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1H2. OUR TELEPHONE NUMBER IS
604.646.6903.

                                        6
Prospectus Summary
------------------
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this reoffer prospectus. Consequently, this summary does not contain all of the
information that you should consider before investing in our common stock. You
should carefully read the entire prospectus, including the "Risk Factors"
section, and the documents and information incorporated by reference into this
reoffer prospectus.

Summary of Risk Factors
-----------------------
An investment in our common stock involves a number of risks which should be
carefully considered and evaluated. These risks include:

     (a) the fact that our securities must be considered highly speculative,
generally because of the nature of our business and the early stage of its
development;

     (b) the fact that our ability to continue exploration and, if warranted,
development of our properties will be dependent upon our ability to raise
significant additional financing;

     (c) that fact that we have suffered recurring losses from operations and
have negative working capital and that these circumstances raise substantial
doubt about our ability to continue as a going concern as described in an
explanatory paragraph to our independent auditors' report issued in connection
with our financial statements for the years ended December 31, 2001 and 2002;

     (d) the fact that in order to continue drilling on our oil and gas
properties we will require substantial funds and depend upon the recommendations
of the operator on each property and their respective geologists in regards to
drilling operations; and

     (e) the fact that exploration for economic reserves of oil and gas is
subject to a number of risk factors.

For a more complete discussion of risk factors relevant to an investment in our
common stock see the "Risk Factors" section beginning on page 9 of this reoffer
prospectus.

Forward Looking Statements
--------------------------

This reoffer prospectus contains forward-looking statements of our management.
Forward-looking statements are statements that estimate the happening of future
events and are not based on historical fact. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may", "will",
"could", "expect", "estimate", "anticipate", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those
terms. Actual results may differ materially from those contemplated by the
forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and

                                        7
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Description of Business
-----------------------

Our Development
---------------
We were originally incorporated as Strathcona Capital Corp. on January 23, 1998
under the laws of the State of Nevada. We amended our Articles of Incorporation
on February 1, 1999 to change our name to Micron Enviro Systems, Inc.

Our Current Business
--------------------
In February 2002, we acquired a 5% working interest, and a 2.5% net revenue
interest in a proposed fifteen (15) well oil and gas program in Stephens County,
Texas referred to as the Green Ranch Prospect.

Working interest is defined as a working interest in an oil or gas property is
one that is burdened with the cost of development and operation of the property,
such as the responsibility to share expenses of drilling completed or operating
oil and gas property, according to working or operating mineral interest in any
tract or parcel of land. Rights to overriding royalties, production payments,
and the like do not constitute working interests because they are not burdened
with the responsibility to share expenses of drilling, completing, or operating
oil and gas property. Likewise, contract rights to extract or share in oil and
gas, or in the profits from extraction, without liability to share in the costs
of production do not constitute working interests. Income from such interests is
generally considered to be portfolio income.

Net revenue interest is defined as the percent of the production revenue
allocated to the working interest after first deducting proceeds allocated to
royalty and overriding interest.

The Green Ranch Prospect is a proposed 15 well program consisting of 4,131 acres
of leasehold on the Green Ranch in Stephens County, Texas.

On May 10, 2002, drilling commenced on the first well, the Z1 well. The Z1 well
was drilled to a total depth of 4,514 feet, production casing was set and cement
was poured and dried. Permico Corporation (the "Operator") constructed a gas
pipeline for the Z1 well. The Z1 well is currently producing both oil and gas
revenue.

On November 27, 2002, for consideration of $10,000 we increased our net revenue
interest in the Green Ranch Prospect from 2.5% to 3.9%, while our working
interest remained at 5%.

                                        8
On February 1, 2003, drilling commenced on the second well of the Green Ranch
Prospect, the Z2 well. The Z2 well was drilled to a total depth of 4,249 feet,
production casing was set and cement was poured and dried. The Z2 well has been
connected to the high pressure gas system and gas has been recovered and sold.

Based on the data collected to date, the operator feels that 15 wells may not be
enough to fully drain this fractured formation that the Z2 Well discovered. Our
ability to continue with the Green Ranch Project is contingent on being able to
satisfy future cash requirements.

On October 7, 2002, we entered into an assignment agreement with First Goldwater
Resources Inc. ("Goldwater"), whereby we acquired a 5% working interest and a
3.875% net revenue interest in the 12-10 Well located in Kern County, California
for $2,500. The rights we acquired included the Pulv and Olcese Prospect.
Goldwater is a related party in that it has directors and officers, Conrad
Clemiss and Negar Towfigh, in common with us.

This acquisition included an interest in a producing well that was producing
from the Stevens Sands formation within the Bakersfield Arch. We acquired an
interest, which would had enabled us to receive revenue from this well once the
well had paid out 400% of its costs, subsequent to our acquisition the well was
shut-in and is no longer producing but we continue to hold our percentage of
rights to the Pulve and Olcese Prospect.

On March 27, 2003, we entered into a participation agreement with Patch Energy
Inc., whereby we may earn up to a 3.5% net revenue interest in an oil and gas
property located in Saskatchewan, Canada for consideration of incurring up to 5%
of the costs associated with the drill program. The president of Patch Energy
Inc., David Stadynk, is also one of our consultants.

Risk Factors
------------

Much of the information included in this registration statement includes or is
based upon estimates, projections or other "forward looking statements". Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgement regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

Our shares of common stock are considered speculative while we proceed with our
commitments under our various oil and gas exploration agreements and/or while we

                                        9
continue our search for a new business opportunity. Prospective investors should
consider carefully the risk factors set out below.

Likelihood of Profit
--------------------
Our securities must be considered highly speculative, generally because of the
nature of our business and the early stage of its development. We are engaged in
the business of exploring and, if warranted, developing commercial reserves of
oil and gas. Our properties are in the exploration stage only and are without
known reserves of oil and gas. Accordingly, we have not realized a significant
profit from our operations to date. We do expect to generate revenue from the
Green Ranch Prospect during the 2003 fiscal year, though we cannot predict the
amount of revenue that may be generated.

Lack of Financial Resources
---------------------------
Our ability to continue exploration and, if warranted, development of our
properties will be dependent upon our ability to sell our securities. We have
limited cash reserves and we are dependent on raising significant funds in order
to continue to operate and to pay our debts. In the event we are unable to raise
significant funds, a portion of our interest in our properties may be lost to
exploration partners or our properties may be lost entirely.

There can be no assurance that additional funding will be available to us for
exploration and development of our projects or to fulfill our obligations under
any applicable agreements. Although historically we have obtained financing in
order to proceed with the development of some of our previous properties, there
can be no assurance that we will be able to obtain adequate financing in the
future or that the terms of such financing will be favorable. Failure to obtain
such additional financing could result in delay or indefinite postponement of
further exploration and development of our projects with the possible loss of
such properties.

Going Concern Qualification
---------------------------
There is substantial doubt about our ability to continue as a going concern due
to the losses incurred since inception, our stockholders' deficiency, and lack
of substantial revenues. We anticipate that we may require financing in order to
continue our exploration, and if warranted, development of our oil and gas
properties. There can be no assurance that, if required, any such financing will
be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon us. If additional funds are raised by issuing equity securities,
further dilution to existing or future shareholders is likely to result. If
adequate funds are not available on acceptable terms when needed, we may be
required to delay, scale back or eliminate the development of any business
opportunity that we acquire. Inadequate funding could also impair our ability to
compete in the marketplace, which may result in our dissolution.

Financial Considerations
------------------------
Our decision as to whether each of our properties contain commercial oil and gas
deposits and should be brought into production will require substantial funds
and depend upon the results of exploration programs and the recommendations of
the operators on each property and their duly qualified engineers. This decision

                                       10
will involve consideration and evaluation of several significant factors
including but not limited to: (1) costs of bringing a property into production,
including exploration and development work, and construction of production
facilities; (2) availability and costs of financing; (3) ongoing costs of
production; (4) market prices for the oil and gas to be produced; (5)
environmental compliance regulations and restraints; and (6) political climate,
governmental regulation and control.

Currency Fluctuations
---------------------
We maintain our accounts in US and Canadian currencies and are therefore subject
to currency fluctuations and such fluctuations may materially affect our
financial position and results. We do not engage in currency hedging activities.

Need to Manage Growth
---------------------
We could experience rapid growth in revenues, personnel, complexity of
administration and in other areas. There can be no assurance that we will be
able to manage the significant strains that future growth may place on our
administrative infrastructure, systems, and controls. If we are unable to manage
future growth effectively, our business, operating results and financial
condition may be materially adversely affected.

Dependence on Senior Management
-------------------------------
We are dependent on the efforts and abilities of certain of our senior
management. The interruption of the services of key management could have a
material adverse effect on our operations, profits and future development, if
suitable replacements are not promptly obtained. We anticipate that we will
enter into employment agreements with each of our key executives; however, no
assurance can be given that each executive will remain with us during or after
the term of his or her employment agreement. In addition, our success depends,
in part, upon our ability to attract and retain other talented personnel.
Although we believe that our relations with our personnel are good and that we
will continue to be successful in attracting and retaining qualified personnel,
there can be no assurance that we will be able to continue to do so.

Dependence on Operators
-----------------------
The operators on our various properties carry out the work necessary to obtain
our right to earn an interest the respective properties, and therefore we are
dependent upon the operators' expertise in the area of oil and gas exploration.

Conflicts of Interest
---------------------
In addition to their interest in our company, our management currently engages,
and intends to engage in the future, in the oil and gas business independently
of our company. As a result, conflicts of interest between us and management of
our company might arise.

"Penny Stock" Rules May Restrict the Market for the Company's Shares
--------------------------------------------------------------------
Our shares of common stock are subject to rules promulgated by the Securities
and Exchange Commission relating to "penny stocks," which apply to companies
whose shares are not traded on a national stock exchange or on the NASDAQ
system, trade at less than $5.00 per share, or who do not meet certain other
financial requirements specified by the Securities and Exchange Commission.
These rules require brokers who sell "penny stocks" to persons other than
established customers and "accredited investors" to complete certain

                                       11
documentation, make suitability inquiries of investors, and provide investors
with certain information concerning the risks of trading in the such penny
stocks. These rules may discourage or restrict the ability of brokers to sell
our shares of common stock and may affect the secondary market for our shares of
common stock. These rules could also hamper our ability to raise funds in the
primary market for our shares of common stock.

Possible Volatility of Share Prices
-----------------------------------
Our shares of common stock are currently publicly traded on the Over-the-Counter
Bulletin Board ("OTCBB") Quotation Service maintained by National Association of
Securities Dealers, Inc. The trading price of our shares of common stock has
been subject to fluctuations. Trading prices of our shares of common stock may
fluctuate in response to a number of factors, many of which will be beyond our
control. The stock market has generally experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating
performance of companies with no current business operation. There can be no
assurance that trading prices previously experienced by our shares of common
stock will be matched or maintained. These broad market and industry factors may
adversely affect the market price of our shares of common stock, regardless of
our operating performance.

In the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.

Indemnification of Directors, Officers and Others
-------------------------------------------------
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.

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.
-------------------------------------

Future Dilution
---------------
Our Articles of Incorporation authorize the issuance of 200,000,000 shares of
common stock, each with a par value of $0.001. In the event that we are required
to issue any additional shares investors' interests in our company will be
diluted. If we issue any such additional shares, such issuances also will cause
a reduction in the proportionate ownership and voting power of all other
shareholders. Further, any such issuance may result in a change in our control.

                                       12
Risks Relating to the Industry
------------------------------
Oil and Gas Exploration
-----------------------
Exploration for economic reserves of oil and gas is subject to a number of risk
factors. While the rewards to an investor can be substantial if an economically
viable discovery is made, few of the properties that are explored are ultimately
developed into producing oil and/or gas wells. Our properties are in the
exploration and development stage only and are without proven reserves of oil
and gas. There can be no assurance that we will establish commercial discoveries
on any of our properties.

Potential Profitability of Oil and Gas Ventures Depends Upon Factors Beyond our
-------------------------------------------------------------------------------
Control
-------
The potential profitability of oil and gas properties is dependent upon many
factors beyond our control. For instance, world prices and markets for oil and
gas are unpredictable, highly volatile, potentially subject to governmental
fixing, pegging, controls, or any combination of these and other factors, and
respond to changes in domestic, international, political, social, and economic
environments. Additionally, due to worldwide economic uncertainty, the
availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive
well may become uneconomic in the event water or other deleterious substances
are encountered which impair or prevent the production of oil and/or gas from
the well. In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances. The marketability of oil
and gas which may be acquired or discovered will be affected by numerous factors
beyond our control. These factors include the proximity and capacity of oil and
gas pipelines and processing equipment, market fluctuations of prices, taxes,
royalties, land tenure, allowable production and environmental protection. The
extent of these factors cannot be accurately predicted but the combination of
these factors may result in our company not receiving an adequate return on
invested capital.

Competitiveness of Oil and Gas Industry
---------------------------------------
The oil and gas industry is intensely competitive. We compete with numerous
individuals and companies, including many major oil and gas companies, which
have substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for desirable oil and
gas leases, suitable properties for drilling operations and necessary drilling
equipment, as well as for access to funds. There can be no assurance that the
necessary funds can be raised or that any projected work will be completed.

Fluctuating Price and Demand
----------------------------
The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
market fluctuations in oil and gas pricing and demand, the proximity and
capacity of natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of oil and gas and environmental protection regulations. The exact
effect of these factors cannot be accurately predicted, but the combination of

                                       13
these factors may result in us not receiving an adequate return on invested
capital to be profitable or viable.

Comprehensive Regulation of Oil and Gas Industry
------------------------------------------------
Oil and gas operations are subject to federal, state, and local laws relating to
the protection of the environment, including laws regulating removal of natural
resources from the ground and the discharge of materials into the environment.
Oil and gas operations are also subject to federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of drilling methods and equipment. Various permits from
government bodies are required for drilling operations to be conducted; no
assurance can be given that such permits will be received. No assurance can be
given that environmental standards imposed by federal, provincial, or local
authorities will not be changed or that any such changes would not have material
adverse effects on our activities. Moreover, compliance with such laws may cause
substantial delays or require capital outlays in excess of those anticipated,
thus causing an adverse effect on us. Additionally, we may be subject to
liability for pollution or other environmental damages which it may elect not to
insure against due to prohibitive premium costs and other reasons.

Environmental Regulations
-------------------------
In general, our exploration and production activities are subject to certain
federal, state and local laws and regulations relating to environmental quality
and pollution control. Such laws and regulations increase the costs of these
activities and may prevent or delay the commencement or continuance of a given
operation. Compliance with these laws and regulations has not had a material
effect on our operations or financial condition to date. Specifically, we are
subject to legislation regarding emissions into the environment, water
discharges and storage and disposition of hazardous wastes. In addition,
legislation has been enacted which requires well and facility sites to be
abandoned and reclaimed to the satisfaction of state authorities. However, such
laws and regulations are frequently changed and we are unable to predict the
ultimate cost of compliance. Generally, environmental requirements do not appear
to affect us any differently or to any greater or lesser extent than other
companies in the industry.

We believe that our operations comply, in all material respects, with all
applicable environmental regulations.

Risks Associated with Drilling
------------------------------
Drilling operations generally involve a high degree of risk. Hazards such as
unusual or unexpected geological formations, power outages, labor disruptions,
blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate
machinery, equipment or labour, and other risks are involved. We may become
subject to liability for pollution or hazards against which it cannot adequately
insure or which it may elect not to insure. Incurring any such liability may
have a material adverse effect on our financial position and operations.

Government Regulation/Administrative Practices
----------------------------------------------
There is no assurance that the laws, regulations, policies or current
administrative practices of any government body, organization or regulatory

                                       14
agency in the United States or any other jurisdiction, will not be changed,
applied or interpreted in a manner which will fundamentally alter our ability to
carry on our business.

The actions, policies or regulations, or changes thereto, of any government body
or regulatory agency, or other special interest groups, may have a detrimental
effect on us. Any or all of these situations may have a negative impact on our
ability to operate and/or become profitable.

Use of Proceeds
---------------

Apart from receipt of the exercise price of the related options, we will not
receive any of the proceeds from the sale of any of the 2,500,000 shares of
common stock by Bernard McDougall, Stephen Amdahl, Conrad Clemiss and Negar
Towfigh.

Selling Stockholders
--------------------

The following table identifies the selling stockholders and indicates (i) the
nature of any material relationship that such selling stockholder has had with
us for the past three years, (ii) the number of shares held by the selling
stockholders, (iii) the amount to be offered for each of the selling
stockholder's account, and (iv) the number of shares and percentage of
outstanding shares of the common shares in our capital to be owned by each
selling stockholder after the sale of the shares offered by them pursuant to
this offering. The selling stockholders are not obligated to sell the shares
offered in this reoffer prospectus and may choose not to sell any of the shares
or only a part of the shares. SEC rules require that we assume that the selling
stockholders sell all of the shares offered with this reoffer prospectus.

Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the shares offered by this reoffer prospectus may not simultaneously engage
in market making activities with respect to our common shares during the
applicable "cooling off" periods prior to the commencement of such distribution.
In addition, and without limiting the foregoing, the selling stockholders will
be subject to applicable provisions of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of the shares by the selling stockholders. As of April 14,
2003, there were 34,166,166 common shares in our issued and outstanding stock.

                                       15
Percentage of Shares
                       Number of      Number of                   Beneficially Owned(4)
                       Shares         Shares        Shares        ---------------------
                       Beneficially   Subject to    Being         Before       After
Selling Stockholder    Owned(2)       Options (3)   Registered    Offering     Offering
--------------------   ------------   -----------   -----------   --------     --------
Bernard McDougall(1)   1,000,000      1,000,000     1,000,000     Nil          2.7
Stephen Amdahl(5)      500,000        500,000       500,000       Nil          1.4
Conrad Clemiss(6)      500,000        500,000       500,000       Nil          1.4
Negar Towfigh(7)       500,000        500,000       500,000       Nil          1.4
(1)  Mr. McDougall was appointed a director on September 12, 2001 and our
president on September 14, 2001.
(2)  Represents shares owned beneficially by each selling stockholder, including
shares that he or she has the right to acquire within 60 days of the date of
this reoffer prospectus.
(3)  Includes shares of our common stock underlying options granted to each
selling stockholder, whether or not exercisable as of, or within 60 days of, the
date of this reoffer prospectus.
(4)  Based on 34,166,166 shares outstanding as of April 14, 2003.
(5)  Mr. Amdahl was appointed a director of our company on September 12, 2001.
(6)  Mr. Clemiss was appointed a director of our company on May 28, 2002.
(7)  Miss. Towfigh was appointed our secretary on May 28, 2002 and our Chief
Financial Officer on June 7, 2002.
THE INFORMATION PROVIDED IN THE TABLE ABOVE WITH RESPECT TO THE SELLING
STOCKHOLDERS HAS BEEN OBTAINED FROM EACH OF THE SELLING STOCKHOLDERS. BECAUSE
THE SELLING STOCKHOLDERS MAY SELL ALL OR SOME PORTION OF THE SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY THEM, ONLY AN ESTIMATE (ASSUMING THE SELLING
STOCKHOLDERS SELL ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE
NUMBER OF SHARES OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY EACH SELLING
STOCKHOLDER AFTER THIS OFFERING. IN ADDITION, THE SELLING STOCKHOLDERS MAY HAVE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE
DISPOSE OF, AT ANY TIME OR FROM TIME TO TIME SINCE THE DATE ON WHICH HE OR SHE
PROVIDED THE INFORMATION REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED
BY THEM, ALL OR A PORTION OF THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY
THEM IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.

                                       16
Plan of Distribution
--------------------

The selling stockholders may sell the 2,500,000 common shares for value from
time to time under this reoffer prospectus in one or more transactions on the
OTCBB, in negotiated transactions or in a combination of such methods of sale,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the respective selling
stockholder and/or the purchasers of the shares for whom such broker-dealers may
act as agent (which compensation may be less than or in excess of customary
commissions).

The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by them and any profit on the resale of the shares sold by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933. All selling and other expenses incurred by the selling stockholders will
be borne by the selling stockholders.

In addition to any shares sold hereunder, the selling stockholders may, at the
same time, sell any shares of common shares, including the shares, owned by them
in compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this reoffer prospectus.

There is no assurance that the selling stockholders will sell all or any portion
of the shares offered.

We will pay all expenses in connection with this offering and, apart from
receipt of the exercise price of the related options, we will not receive any
proceeds from sales of any shares by the selling stockholders.

Experts
-------

The financial statements as of December 31, 2002 and 2001 and for each of the
years in the three-year period ended December 31, 2002, are incorporated by
reference in this reoffer prospectus in reliance on the report of Williams and
Webster P.S., independent accountants, which is also incorporated herein by
reference, in reliance upon their authority as experts in accounting and
auditing.

Legal Matters
-------------

The validity of the common shares offered by this reoffer prospectus will be
passed upon for us and the selling stockholders by Stepp Law Group, Newport
Beach, California, USA.

                                       17
Disclosure of Commission Position on Indemnification For Securities Act
-----------------------------------------------------------------------
Liabilities
-----------

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling our business
pursuant to the provision in the section entitled "Indemnification of Directors
and Officers" (see below), we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

We incorporate the following documents by reference in this reoffer prospectus:

     (a)  Our latest Annual Report on Form 10-KSB/A for the year ended December
          31, 2002 filed with the Securities and Exchange Commission on April
          11, 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 September 3, 1999;

     (c)  The description of our common stock contained in the registration
          statement on Form 10-SB filed with the Securities and Exchange
          Commission on May 13, 1999, as amended on September 3, 1999; 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.

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THE REOFFER PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO THE PRESIDENT, MICRON ENVIRO SYSTEMS, INC.SUITE 460, 789 WEST PENDER
STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1H2. OUR TELEPHONE NUMBER IS
604-646-6903.

You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the

                                       18
SEC's website at http:\\www.sec.gov, and from commercial document retrieval
services, such as Primark, whose telephone number is 1-800-777-3272.

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
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 July 17, 2002, 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

                                       19
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       Corporate Charter*

3.2       Articles of Incorporation*

3.3       Certificate of Amendment to Articles of Incorporation*

3.4       Bylaws*

5         Opinion of Stepp Law Group

10.1      2002 Non-Qualified Stock Option Plan**

10.2      2002 Non-Qualified Stock Option Agreement with Bernard McDougall dated
          April 3, 2003

10.3      2002 Non-Qualified Stock Option Agreement with Stephen J. Amdahl dated
          January 28, 2003

10.4      2002 Non-Qualified Stock Option Agreement with Conrad Clemiss dated
          January 28, 2003

10.5      2002 Non-Qualified Stock Option Agreement with Negar Towfigh dated
          April 3, 2003

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

23.2      Consent of Williams and Webster

*Filed as exhibits to our Registration Statement on Form 10-SB on May 13, 1999,
and incorporated herein by this reference.

** Filed as exhibits to our Quarterly Report on Form 10-QSB on August 13, 2002,
and incorporated herein by this reference.

                                       20
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;

          (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.

                                       21
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.

                                       22
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 April 25, 2003.

MICRON ENVIRO SYSTEMS, INC.,
a Nevada corporation

/s/ Bernard McDougall
---------------------
Bernard McDougall, 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 April 25, 2003, who are the directors of the registrant's board of directors
and who shall administer and enforce the Stock Option Agreements with Bernard
McDougall, Stephen J. Amdahl, Conrad Clemiss and Negar Towfigh.

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

/s/ Bernard McDougall
----------------------
Bernard McDougall, Director and President

/s/ Stephen J. Amdahl
-----------------------
Stephen J. Amdahl, Director

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

                                       23