As filed with the Securities and Exchange Commission on March 14, 2005
                                        Registration Number: 333-


                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                          INCODE TECHNOLOGIES CORP.
             --------------------------------------------------
             (Exact name of Registrant as specified in Charter)

              Nevada                                  33-0895699
    ----------------------------------------------------------------------
    (State of Incorporation)                 (I.R.S. Employer I.D. Number)

            111 Howard Street, Suite 108, Mt. Arlington, NJ 07856
            -----------------------------------------------------
                   (Address of Principal Executive Offices)

                         2005 EQUITY INCENTIVE PLAN
                         --------------------------
                            (Full Title of Plan)

                              JAMES L. GRAINER
                          Incode Technologies Corp.
                        111 Howard Street, Suite 108
                          Mt. Arlington, NJ 07856
                               (973) 398-8183
          ---------------------------------------------------------
          (Name, Address and Telephone Number of Agent for Service)

                                  Copy to:
                             ROBERT BRANTL, ESQ.
                              322 Fourth Street
                             Brooklyn, NY 11215
                               (718) 768-6045

                      CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
Title of                           Maximum       Maximum
Securities        Amount to        Offering      Aggregate
to be             to be            Price         Amount of         Registration
Registered        Registered (1)   per Share (2) Offering Price(2) Fee
-------------------------------------------------------------------------------
Common Stock,     150,000,000 shares  $0.001     $150,000         $17.66
 $.001 par value


(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying 150,000,000
    shares by $0.001, the closing price of shares of the Common Stock on the
    OTC Bulletin Board on March 11, 2005.

<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Incode Technologies Corp. is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:

         (a) Incode Technologies' Current Report on Form 8-K dated November
         24, 2004;

         (b) Incode Technologies' Current Report on Form 8-K dated December 9,
         2004;

         (c) Incode Technologies' Current Report on Form 8-K dated February 7,
         2004; and

         (d) the description of Incode Technologies' Common Stock contained in
         its Registration Statement on Form SB-2 (No.  333-49166).

     Incode Technologies is also incorporating by reference all documents
hereafter filed by Incode Technologies 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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Incode Technologies, has passed
upon the validity of the shares registered pursuant to this Registration
Statement.  Mr. Brantl holds no interest in the securities of  Incode
Technologies.

Item 6.  Indemnification of Directors and Officers.

     Section 78.7502 of the General Corporation Law of the State of
Nevada authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with an action, suit or proceeding, if
either (a) it is not proven that the indemnified individual engaged in a
breach of fiduciary duty or intentional misconduct, fraud or a knowing
violation of law or (b) the indemnified individual acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that
with respect to any action which results in a judgment against the person
and in favor of the corporation the corporation may not indemnify unless
a court determines that the person is fairly and reasonably entitled to
the indemnification. Section 78.7502 further provides that
indemnification shall be provided if the party in question is successful
on the merits.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling
persons pursuant to the foregoing provision or otherwise, we have been
advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act
and is, therefore, unenforceable.

<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

   4.1   2005 Equity Incentive Plan

     5   Opinion of Robert Brantl, Esq.

  23.1   Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

  23.2   Consent of Robert Brantl, Esq. is contained in his opinion, filed
         as Exhibit 5.

Item 9.  Undertakings.

     Incode Technologies hereby undertakes:

            (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;

            (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;

            (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Incode Technologies pursuant to the provisions of
the Delaware General Corporation Law or otherwise, Incode Technologies
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
Incode Technologies of expenses incurred or paid by a director, officer
or controlling person of Incode Technologies 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,
Incode Technologies will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

<PAGE>
                             REOFFER PROSPECTUS


                          INCODE TECHNOLOGIES CORP.

                     150,000,000 Shares of Common Stock


     The shares are being offered by persons who are officers, directors
or otherwise control persons of Incode Technologies Corp.  They acquired
the shares from Incode Technologies, either as the recipients of grants
of stock or by exercising stock options issued to them by Incode
Technologies.

     The selling shareholders intend to sell the shares into the public
market from time to time.  The shareholders will negotiate with the
market makers for Incode Technologies' common stock to determine the
prices for each sale.  They expect each sale price to be near to the
market price at the time of the sale.

     Incode Technologies' common stock is listed for trading on the OTC
Bulletin Board under the trading symbol "ICDT.OB."

     PURCHASE OF INCODE TECHNOLOGIES COMMON STOCK INVOLVES SUBSTANTIAL
RISK.  PLEASE SEE "RISK FACTORS," WHICH BEGINS ON PAGE 2.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus.  Any
representation to the contrary is a criminal offense.


                         Incode Technologies Corp.
                       111 Howard Street, Suite 108
                          Mt. Arlington, NJ 07856
                               973-398-8183

               The date of this prospectus is March 14, 2005
<PAGE>

                             TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . -2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . -5-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . -5-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . -6-


                              RISK FACTORS

     You should carefully consider the risks described below before
buying our common stock.  If any of the risks described below actually
occurs, that event could cause the trading price of our common stock to
decline, and you could lose all or part of your investment.

             I.  RISKS ATTENDANT TO OUR BUSINESS

     WE HAVE NEGLIGIBLE REVENUE TO DATE; SO OUR ABILITY TO BECOME
PROFITABLE IS SPECULATIVE.

     Incode Technologies owns a number of domain names that it intends
to use to establish Internet portals.  To date, only one of those portals
is carrying on business operations.  Its revenue through December 31,
2004 was less than $15,000.  The future of our business, therefore, is
entirely speculative.  It is possible that we will never develop a viable
business operation.

    OUR PORTALS, WHICH WILL BE COSTLY TO DEVELOP, MAY FAIL TO GAIN A
SUFFICIENT NUMBER OF USERS TO ASSURE PROFITABILITY.

    We will invest a significant amount of our cash resources in
developing each of our portals.  Nevertheless, these portals may fail to
attract a substantial number of users.  Because the use of Internet
portals is new and evolving, it is difficult to predict the size of the
niche market to which a portal will appeal, or to predict its rate of
growth.  It is also difficult to predict what features in a portal will
attract users.  It is possible that we will devote significant resources
to the introduction of a portal, only to discover that the portal fails
to attract sufficient users to make it profitable.

    WE MAY BE REQUIRED TO PROVIDE EXPENSIVE CONTENT IN OUR PORTALS.

    In order to compete with established portals, we may need to
provide our users with unique content, including audio, video and other
graphic content.  The licenses under which we can obtain such content
are often expensive, particularly for the most attractive media.  In
some cases, we may have to invest in the content before we have an
accurate assessment of the revenue we can expect from a portal.  Such a
situation could result in significant operating losses for us if revenue
from a portal failed to cover the costs of its content.

                                    -2-
<PAGE>

    OUR FAILURE TO ATTRACT QUALIFIED PROGRAMMERS, GRAPHIC DESIGNERS
AND MANAGEMENT PERSONNEL COULD HINDER OUR SUCCESS.

    Our ability to attract and retain qualified programmers and other
professional personnel when we need them will be a major factor in
determining our future success.  There is a very competitive market for
individuals with advanced training in Website development and
maintenance, and we are not assured of being able to retain the
personnel we will need.

    Most of our portals will compete with established portals that
provide similar services.

    The success of our business will depend on our ability to gain a
significant portion of the niche market for which each of our portals
will be designed.  Most of those markets are already served by existing
portals.  Many of those portals are sponsored by companies whose
resources far exceed ours.  We will have to rely on our ingenuity and
design skills in order to gain a competitive advantage.  If we are not
able to compete effectively with these companies, our business will
fail.

    OUR BUSINESS DEVELOPMENT COULD BE HINDERED IF WE LOST THE SERVICES
OF OUR CHIEF EXECUTIVE OFFICER.

    James L. Grainer is the only director and only executive officer
of Incode Technologies.  He is responsible for strategizing not only our
business plan but also the means of financing it.  If Mr. Grainer were
to leave Incode Technologies or become unable to fulfill his
responsibilities, our business would be imperiled.  At the very least,
there would be a delay in the development of Incode Technologies until a
suitable replacement for Mr.  Grainer could be retained.

    INCANDENT CAPITAL LLC CONTROLS OVER 64% OF THE VOTING POWER IN
INCODE TECHNOLOGIES.

    We acquired our operations from Incandent Capital, LLC in exchange
for 1,000,000 shares of Preferred Stock.  Each of those shares gives
Incandent the right to cast 400 votes at any meeting of shareholders -
i.e. a total of 400,000,000 votes.  Currently those shares represent
64.8% of the voting power of Incode Technologies.  Incandent Capital,
therefore, has the power to determine who will serve on the Board of
Directors, and to make any other decisions that are appropriate for the
shareholders - such as amendments to the Articles of Incorporation,
approval of mergers and acquisitions, etc.  Shareholders who disagree
with the decisions made by Incandent Capital will have no effective
means of promoting an agenda for Incode Technologies contrary to that of
Incandent Capital.

    INCODE TECHNOLOGIES IS NOT LIKELY TO HOLD ANNUAL SHAREHOLDER
MEETINGS IN THE NEXT FEW YEARS.

    Nevada corporation law provides that members of the board of
directors retain authority to act until they are removed or replaced at
a meeting of the shareholders.  One or more shareholders who own 15% of
the corporation's voting power may petition the Nevada district court to
direct that a shareholders meeting be held.  But absent such a legal
action, the board has no obligation to call a shareholders meeting.
Unless a shareholders meeting is held, the existing directors elect
directors to fill any vacancy that occurs on the board of directors.
The shareholders, therefore, have no control over the constitution of
the board of directors, unless a shareholders meeting is held.

                                    -3-
<PAGE>

    Management of Incode Technologies does not expect to hold annual
meetings of shareholders in the next few years, due to the expense
involved.  The current Board member, James L. Grainer, was appointed by
the previous Board members.  If other directors are added to the Board
in the future, it is likely that Mr. Grainer will appoint them.  As a
result, the shareholders of Incode Technologies will have no effective
means of exercising control over the operations of Incode Technologies.

       II.  RISKS ATTENDANT TO OWNERSHIP OF OUR STOCK

    THE ISSUANCE OF SHARES UNDER OUR AGREEMENT WITH HIGHGATE HOUSE LLC
WILL DILUTE THE EQUITY OF EXISTING SHAREHOLDERS.

    Incode Technologies has issued convertible debentures to Highgate
House LLC in the aggregate principal amount of $1,000,000.  The
debentures are convertible into a minimum of one billion shares of our
common stock.  We expect that Highgate House LLC will resell into the
public market any shares it acquires on conversion of the debentures.
The likely result of Highgate House LLC selling such large quantities of
stock to the public would be a steep reduction in the market price of
Incode Technologies common stock.  Since the conversion price of the
convertible debentures and the payment terms of the Promissory Note is
determined by the market price, a reduction in the market price could
result in even larger numbers of shares being issued on conversion of
Highgate House's debentures.  The issuance of shares to Highgate House
LLC upon conversion of the debentures will reduce the portion of our
equity owned by current shareholders by at least 70%.

    THE VOLATILITY OF THE MARKET FOR INCODE TECHNOLOGIES COMMON STOCK
MAY PREVENT A SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS SHARES.

    The common stock of Incode Technologies is quoted on the OTC
Bulletin Board.  The dollar volume of trading is usually relatively
small, and prices vary dramatically from time to time.  It is impossible
to say that the market price on any given day reflects the fair value of
Incode Technologies, since the price sometimes moves up or down by 100%
in a week's time.  A shareholder in Incode Technologies who wants to
sell his shares, therefore, runs the risk that at the time he wants to
sell, the market price may be much less than the price he would consider
to be fair.

    INCODE TECHNOLOGIES WILL BE QUOTED ON THE OTC BULLETIN BOARD FOR
THE IMMEDIATE FUTURE.

    Incode Technologies does not meet the eligibility requirements for
listing on the NASDAQ Stock Market.  Until we meet those standards and
are accepted into the NASDAQ Stock Market, or unless we are successful
in securing a listing on the American Stock Exchange or some other
exchange, Incode Technologies common stock will be quoted only on the
OTC Bulletin Board.  Such a listing is considered less prestigious than
a NASDAQ Stock Market or an exchange listing, and many brokerage firms
will not recommend Bulletin Board stocks to their clients.  This
situation may limit the liquidity of your shares.

    ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL PURCHASE
"PENNY STOCKS" SUCH AS INCODE TECHNOLOGIES COMMON STOCK.

    Incode Technologies' common stock is defined by the SEC as a "penny
stock" because it trades at a price less than $5.00 per share.  Many
brokerage firms will discourage their customers from purchasing penny
stocks, and even more brokerage firms will not recommend a penny stock to
their customers.  Most institutional investors will not invest in penny
stocks.  In addition, many individual investors will not consider a
purchase of a penny stock due, among other things, to the negative
reputation that attends the penny stock market.  As a result of this
widespread disdain for penny stocks, there will be a limited market for
Incode Technologies' common stock as long as it remains a "penny stock."
This situation may limit the liquidity of your shares.

                                    -4-
<PAGE>

                           SELLING SHAREHOLDERS

    The table below contains information regarding the individuals who
are using this prospectus to offer common shares.


                                                         Percentage
                               Shares                    of Shares   Class
                               Owned         Number of   Owned       Held
Selling                        Before        Shares      After       After
Shareholder      Position      Offering (1)  Offered     Offering    Offering
-----------------------------------------------------------------------------

                            OTHER AVAILABLE INFORMATION

     Incode Technologies Corporation is incorporating into this prospectus
by reference the following documents previously filed with the Securities
and Exchange Commission:

     (a)    Incode Technologies' Current Report on Form 8-K dated
            November 24, 2004;

     (b)    Incode Technologies' Current Report on Form 8-K dated December
            9, 2004;

     (c)    Incode Technologies' Current Report on Form 8-K dated February
            7, 2005;

     (d)    the description of Incode Technologies' Common Stock contained
            in its Registration Statement on Form SB-2 (No.  333-49166).

     Incode Technologies is also incorporating by reference all
documents hereafter filed by Incode Technologies 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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.

     Upon written request, Incode Technologies will provide to each
person, including any beneficial owner, to whom this prospectus is
delivered a copy of any and all information that has been incorporated into
this prospectus by reference.  We will provide the information at no cost
to the person who requests it. Any such request should be made to James L.
Grainer, Incode Technologies Corp., 111 Howard Street, Suite 108, Mt.
Arlington, NJ 07856.

     Incode Technologies files with the Securities and Exchange
Commission annual, quarterly and current reports, proxy statements and
other information, which may assist you in understanding our company.
In addition, we have filed a registration statement on Form S-8,
including exhibits, with respect to the shares to be sold in the
offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please
call the Commission at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our Commission filings, including
the registration statement, are also available to you on the Commission's
Web site at http://WWW.SEC.GOV.

                                    -5-
<PAGE>

                              INDEMNIFICATION

     Section 78.7502 of the General Corporation Law of the State of
Nevada authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with an action, suit or proceeding, if
either (a) it is not proven that the indemnified individual engaged in a
breach of fiduciary duty or intentional misconduct, fraud or a knowing
violation of law or (b) the indemnified individual acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that
with respect to any action which results in a judgment against the person
and in favor of the corporation the corporation may not indemnify unless
a court determines that the person is fairly and reasonably entitled to
the indemnification. Section 78.7502 further provides that
indemnification shall be provided if the party in question is successful
on the merits.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling
persons pursuant to the foregoing provision or otherwise, we have been
advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act
and is, therefore, unenforceable.
                                    -6-
<PAGE>


                                SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933,
Incode Technologies Corp. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Borough of Mt.
Arlington and the State of New Jersey on the 11TH day of March, 2005.

                                INCODE TECHNOLOGIES CORP.


                                By:/s/ James L. Grainer
                                ---------------------------
                                James L. Grainer, President


       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on March 11, 2005.


/s/ James L. Grainer
---------------------------
James L. Grainer, Director,
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer


<PAGE>

<PAGE>
                             INDEX TO EXHIBITS

4.1   2005 Equity Incentive Plan

5     Opinion of Robert Brantl, Esq.

23.1  Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2  Consent of Robert Brantl, Esq. is contained in his opinion, filed
      as Exhibit 5.
[{"type": "S-8", "sequence": "1", "filename": "incodes8eqplanmar05.txt", "description": "INCODE S8 REGISTRATION", "secsgml_size_bytes": 26576}]
{"company-data": {"conformed-name": "INCODE TECHNOLOGIES CORP.", "cik": "0001127242", "assigned-sic": "2300", "irs-number": "330895699", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123291", "film-number": "05677465"}, "business-address": {"street1": "111 HOWARD AVE.", "street2": "SUITE 108", "city": "MT. ARLINGTON", "state": "NJ", "zip": "07856", "phone": "9733988183"}, "mail-address": {"street1": "111 HOWARD AVE.", "street2": "SUITE 108", "city": "MT. ARLINGTON", "state": "NJ", "zip": "07856"}, "former-company": [{"former-conformed-name": "BIB HOLDINGS LTD", "date-changed": "20031231"}, {"former-conformed-name": "SASOON GROUP INC", "date-changed": "20031219"}, {"former-conformed-name": "SPECIALIZED LEASING INC", "date-changed": "20001026"}]}
As filed with the Securities and Exchange Commission on March 14, 2005
                                        Registration Number: 333-

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                          INCODE TECHNOLOGIES CORP.
             --------------------------------------------------
             (Exact name of Registrant as specified in Charter)

              Nevada                                  33-0895699
    ----------------------------------------------------------------------
    (State of Incorporation)                 (I.R.S. Employer I.D. Number)

            111 Howard Street, Suite 108, Mt. Arlington, NJ 07856
            -----------------------------------------------------
                   (Address of Principal Executive Offices)

                         2005 EQUITY INCENTIVE PLAN
                         --------------------------
                            (Full Title of Plan)

                              JAMES L. GRAINER
                          Incode Technologies Corp.
                        111 Howard Street, Suite 108
                          Mt. Arlington, NJ 07856
                               (973) 398-8183
          ---------------------------------------------------------
          (Name, Address and Telephone Number of Agent for Service)

                                  Copy to:
                             ROBERT BRANTL, ESQ.
                              322 Fourth Street
                             Brooklyn, NY 11215
                               (718) 768-6045

                      CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
Title of                           Maximum       Maximum
Securities        Amount to        Offering      Aggregate
to be             to be            Price         Amount of         Registration
Registered        Registered (1)   per Share (2) Offering Price(2) Fee
-------------------------------------------------------------------------------
Common Stock,     150,000,000 shares  $0.001     $150,000         $17.66
 $.001 par value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying 150,000,000
    shares by $0.001, the closing price of shares of the Common Stock on the
    OTC Bulletin Board on March 11, 2005.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Incode Technologies Corp. is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:

         (a) Incode Technologies' Current Report on Form 8-K dated November
         24, 2004;

         (b) Incode Technologies' Current Report on Form 8-K dated December 9,
         2004;

         (c) Incode Technologies' Current Report on Form 8-K dated February 7,
         2004; and

         (d) the description of Incode Technologies' Common Stock contained in
         its Registration Statement on Form SB-2 (No.  333-49166).

     Incode Technologies is also incorporating by reference all documents
hereafter filed by Incode Technologies 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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Incode Technologies, has passed
upon the validity of the shares registered pursuant to this Registration
Statement.  Mr. Brantl holds no interest in the securities of  Incode
Technologies.

Item 6.  Indemnification of Directors and Officers.

     Section 78.7502 of the General Corporation Law of the State of
Nevada authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with an action, suit or proceeding, if
either (a) it is not proven that the indemnified individual engaged in a
breach of fiduciary duty or intentional misconduct, fraud or a knowing
violation of law or (b) the indemnified individual acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that
with respect to any action which results in a judgment against the person
and in favor of the corporation the corporation may not indemnify unless
a court determines that the person is fairly and reasonably entitled to
the indemnification. Section 78.7502 further provides that
indemnification shall be provided if the party in question is successful
on the merits.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling
persons pursuant to the foregoing provision or otherwise, we have been
advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act
and is, therefore, unenforceable.
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

   4.1   2005 Equity Incentive Plan

     5   Opinion of Robert Brantl, Esq.

  23.1   Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

  23.2   Consent of Robert Brantl, Esq. is contained in his opinion, filed
         as Exhibit 5.

Item 9.  Undertakings.

     Incode Technologies hereby undertakes:

            (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;

            (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;

            (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Incode Technologies pursuant to the provisions of
the Delaware General Corporation Law or otherwise, Incode Technologies
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
Incode Technologies of expenses incurred or paid by a director, officer
or controlling person of Incode Technologies 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,
Incode Technologies will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
REOFFER PROSPECTUS

                          INCODE TECHNOLOGIES CORP.

                     150,000,000 Shares of Common Stock

     The shares are being offered by persons who are officers, directors
or otherwise control persons of Incode Technologies Corp.  They acquired
the shares from Incode Technologies, either as the recipients of grants
of stock or by exercising stock options issued to them by Incode
Technologies.

     The selling shareholders intend to sell the shares into the public
market from time to time.  The shareholders will negotiate with the
market makers for Incode Technologies' common stock to determine the
prices for each sale.  They expect each sale price to be near to the
market price at the time of the sale.

     Incode Technologies' common stock is listed for trading on the OTC
Bulletin Board under the trading symbol "ICDT.OB."

     PURCHASE OF INCODE TECHNOLOGIES COMMON STOCK INVOLVES SUBSTANTIAL
RISK.  PLEASE SEE "RISK FACTORS," WHICH BEGINS ON PAGE 2.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus.  Any
representation to the contrary is a criminal offense.

                         Incode Technologies Corp.
                       111 Howard Street, Suite 108
                          Mt. Arlington, NJ 07856
                               973-398-8183

               The date of this prospectus is March 14, 2005
TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . -2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . -5-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . -5-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . -6-

                              RISK FACTORS

     You should carefully consider the risks described below before
buying our common stock.  If any of the risks described below actually
occurs, that event could cause the trading price of our common stock to
decline, and you could lose all or part of your investment.

             I.  RISKS ATTENDANT TO OUR BUSINESS

     WE HAVE NEGLIGIBLE REVENUE TO DATE; SO OUR ABILITY TO BECOME
PROFITABLE IS SPECULATIVE.

     Incode Technologies owns a number of domain names that it intends
to use to establish Internet portals.  To date, only one of those portals
is carrying on business operations.  Its revenue through December 31,
2004 was less than $15,000.  The future of our business, therefore, is
entirely speculative.  It is possible that we will never develop a viable
business operation.

    OUR PORTALS, WHICH WILL BE COSTLY TO DEVELOP, MAY FAIL TO GAIN A
SUFFICIENT NUMBER OF USERS TO ASSURE PROFITABILITY.

    We will invest a significant amount of our cash resources in
developing each of our portals.  Nevertheless, these portals may fail to
attract a substantial number of users.  Because the use of Internet
portals is new and evolving, it is difficult to predict the size of the
niche market to which a portal will appeal, or to predict its rate of
growth.  It is also difficult to predict what features in a portal will
attract users.  It is possible that we will devote significant resources
to the introduction of a portal, only to discover that the portal fails
to attract sufficient users to make it profitable.

    WE MAY BE REQUIRED TO PROVIDE EXPENSIVE CONTENT IN OUR PORTALS.

    In order to compete with established portals, we may need to
provide our users with unique content, including audio, video and other
graphic content.  The licenses under which we can obtain such content
are often expensive, particularly for the most attractive media.  In
some cases, we may have to invest in the content before we have an
accurate assessment of the revenue we can expect from a portal.  Such a
situation could result in significant operating losses for us if revenue
from a portal failed to cover the costs of its content.

                                    -2-
OUR FAILURE TO ATTRACT QUALIFIED PROGRAMMERS, GRAPHIC DESIGNERS
AND MANAGEMENT PERSONNEL COULD HINDER OUR SUCCESS.

    Our ability to attract and retain qualified programmers and other
professional personnel when we need them will be a major factor in
determining our future success.  There is a very competitive market for
individuals with advanced training in Website development and
maintenance, and we are not assured of being able to retain the
personnel we will need.

    Most of our portals will compete with established portals that
provide similar services.

    The success of our business will depend on our ability to gain a
significant portion of the niche market for which each of our portals
will be designed.  Most of those markets are already served by existing
portals.  Many of those portals are sponsored by companies whose
resources far exceed ours.  We will have to rely on our ingenuity and
design skills in order to gain a competitive advantage.  If we are not
able to compete effectively with these companies, our business will
fail.

    OUR BUSINESS DEVELOPMENT COULD BE HINDERED IF WE LOST THE SERVICES
OF OUR CHIEF EXECUTIVE OFFICER.

    James L. Grainer is the only director and only executive officer
of Incode Technologies.  He is responsible for strategizing not only our
business plan but also the means of financing it.  If Mr. Grainer were
to leave Incode Technologies or become unable to fulfill his
responsibilities, our business would be imperiled.  At the very least,
there would be a delay in the development of Incode Technologies until a
suitable replacement for Mr.  Grainer could be retained.

    INCANDENT CAPITAL LLC CONTROLS OVER 64% OF THE VOTING POWER IN
INCODE TECHNOLOGIES.

    We acquired our operations from Incandent Capital, LLC in exchange
for 1,000,000 shares of Preferred Stock.  Each of those shares gives
Incandent the right to cast 400 votes at any meeting of shareholders -
i.e. a total of 400,000,000 votes.  Currently those shares represent
64.8% of the voting power of Incode Technologies.  Incandent Capital,
therefore, has the power to determine who will serve on the Board of
Directors, and to make any other decisions that are appropriate for the
shareholders - such as amendments to the Articles of Incorporation,
approval of mergers and acquisitions, etc.  Shareholders who disagree
with the decisions made by Incandent Capital will have no effective
means of promoting an agenda for Incode Technologies contrary to that of
Incandent Capital.

    INCODE TECHNOLOGIES IS NOT LIKELY TO HOLD ANNUAL SHAREHOLDER
MEETINGS IN THE NEXT FEW YEARS.

    Nevada corporation law provides that members of the board of
directors retain authority to act until they are removed or replaced at
a meeting of the shareholders.  One or more shareholders who own 15% of
the corporation's voting power may petition the Nevada district court to
direct that a shareholders meeting be held.  But absent such a legal
action, the board has no obligation to call a shareholders meeting.
Unless a shareholders meeting is held, the existing directors elect
directors to fill any vacancy that occurs on the board of directors.
The shareholders, therefore, have no control over the constitution of
the board of directors, unless a shareholders meeting is held.

                                    -3-
Management of Incode Technologies does not expect to hold annual
meetings of shareholders in the next few years, due to the expense
involved.  The current Board member, James L. Grainer, was appointed by
the previous Board members.  If other directors are added to the Board
in the future, it is likely that Mr. Grainer will appoint them.  As a
result, the shareholders of Incode Technologies will have no effective
means of exercising control over the operations of Incode Technologies.

       II.  RISKS ATTENDANT TO OWNERSHIP OF OUR STOCK

    THE ISSUANCE OF SHARES UNDER OUR AGREEMENT WITH HIGHGATE HOUSE LLC
WILL DILUTE THE EQUITY OF EXISTING SHAREHOLDERS.

    Incode Technologies has issued convertible debentures to Highgate
House LLC in the aggregate principal amount of $1,000,000.  The
debentures are convertible into a minimum of one billion shares of our
common stock.  We expect that Highgate House LLC will resell into the
public market any shares it acquires on conversion of the debentures.
The likely result of Highgate House LLC selling such large quantities of
stock to the public would be a steep reduction in the market price of
Incode Technologies common stock.  Since the conversion price of the
convertible debentures and the payment terms of the Promissory Note is
determined by the market price, a reduction in the market price could
result in even larger numbers of shares being issued on conversion of
Highgate House's debentures.  The issuance of shares to Highgate House
LLC upon conversion of the debentures will reduce the portion of our
equity owned by current shareholders by at least 70%.

    THE VOLATILITY OF THE MARKET FOR INCODE TECHNOLOGIES COMMON STOCK
MAY PREVENT A SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS SHARES.

    The common stock of Incode Technologies is quoted on the OTC
Bulletin Board.  The dollar volume of trading is usually relatively
small, and prices vary dramatically from time to time.  It is impossible
to say that the market price on any given day reflects the fair value of
Incode Technologies, since the price sometimes moves up or down by 100%
in a week's time.  A shareholder in Incode Technologies who wants to
sell his shares, therefore, runs the risk that at the time he wants to
sell, the market price may be much less than the price he would consider
to be fair.

    INCODE TECHNOLOGIES WILL BE QUOTED ON THE OTC BULLETIN BOARD FOR
THE IMMEDIATE FUTURE.

    Incode Technologies does not meet the eligibility requirements for
listing on the NASDAQ Stock Market.  Until we meet those standards and
are accepted into the NASDAQ Stock Market, or unless we are successful
in securing a listing on the American Stock Exchange or some other
exchange, Incode Technologies common stock will be quoted only on the
OTC Bulletin Board.  Such a listing is considered less prestigious than
a NASDAQ Stock Market or an exchange listing, and many brokerage firms
will not recommend Bulletin Board stocks to their clients.  This
situation may limit the liquidity of your shares.

    ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL PURCHASE
"PENNY STOCKS" SUCH AS INCODE TECHNOLOGIES COMMON STOCK.

    Incode Technologies' common stock is defined by the SEC as a "penny
stock" because it trades at a price less than $5.00 per share.  Many
brokerage firms will discourage their customers from purchasing penny
stocks, and even more brokerage firms will not recommend a penny stock to
their customers.  Most institutional investors will not invest in penny
stocks.  In addition, many individual investors will not consider a
purchase of a penny stock due, among other things, to the negative
reputation that attends the penny stock market.  As a result of this
widespread disdain for penny stocks, there will be a limited market for
Incode Technologies' common stock as long as it remains a "penny stock."
This situation may limit the liquidity of your shares.

                                    -4-
SELLING SHAREHOLDERS

    The table below contains information regarding the individuals who
are using this prospectus to offer common shares.

                                                         Percentage
                               Shares                    of Shares   Class
                               Owned         Number of   Owned       Held
Selling                        Before        Shares      After       After
Shareholder      Position      Offering (1)  Offered     Offering    Offering
-----------------------------------------------------------------------------

                            OTHER AVAILABLE INFORMATION

     Incode Technologies Corporation is incorporating into this prospectus
by reference the following documents previously filed with the Securities
and Exchange Commission:

     (a)    Incode Technologies' Current Report on Form 8-K dated
            November 24, 2004;

     (b)    Incode Technologies' Current Report on Form 8-K dated December
            9, 2004;

     (c)    Incode Technologies' Current Report on Form 8-K dated February
            7, 2005;

     (d)    the description of Incode Technologies' Common Stock contained
            in its Registration Statement on Form SB-2 (No.  333-49166).

     Incode Technologies is also incorporating by reference all
documents hereafter filed by Incode Technologies 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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.

     Upon written request, Incode Technologies will provide to each
person, including any beneficial owner, to whom this prospectus is
delivered a copy of any and all information that has been incorporated into
this prospectus by reference.  We will provide the information at no cost
to the person who requests it. Any such request should be made to James L.
Grainer, Incode Technologies Corp., 111 Howard Street, Suite 108, Mt.
Arlington, NJ 07856.

     Incode Technologies files with the Securities and Exchange
Commission annual, quarterly and current reports, proxy statements and
other information, which may assist you in understanding our company.
In addition, we have filed a registration statement on Form S-8,
including exhibits, with respect to the shares to be sold in the
offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please
call the Commission at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our Commission filings, including
the registration statement, are also available to you on the Commission's
Web site at http://WWW.SEC.GOV.

                                    -5-
INDEMNIFICATION

     Section 78.7502 of the General Corporation Law of the State of
Nevada authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with an action, suit or proceeding, if
either (a) it is not proven that the indemnified individual engaged in a
breach of fiduciary duty or intentional misconduct, fraud or a knowing
violation of law or (b) the indemnified individual acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that
with respect to any action which results in a judgment against the person
and in favor of the corporation the corporation may not indemnify unless
a court determines that the person is fairly and reasonably entitled to
the indemnification. Section 78.7502 further provides that
indemnification shall be provided if the party in question is successful
on the merits.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling
persons pursuant to the foregoing provision or otherwise, we have been
advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act
and is, therefore, unenforceable.
                                    -6-
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933,
Incode Technologies Corp. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Borough of Mt.
Arlington and the State of New Jersey on the 11TH day of March, 2005.

                                INCODE TECHNOLOGIES CORP.

                                By:/s/ James L. Grainer
                                ---------------------------
                                James L. Grainer, President

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on March 11, 2005.

/s/ James L. Grainer
---------------------------
James L. Grainer, Director,
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
INDEX TO EXHIBITS

4.1   2005 Equity Incentive Plan

5     Opinion of Robert Brantl, Esq.

23.1  Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2  Consent of Robert Brantl, Esq. is contained in his opinion, filed
      as Exhibit 5.