As filed with the Securities and Exchange Commission on August 27, 2002
                             File No. 000-27727


                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                              GENE-CELL, INC.
__________________________________________________________________________
           (Exact name of registrant as specified in its charter)



      NEVADA                                               91-1766174
_______________________________                         ___________________
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

        JAMES WILLIAMS, BRENT FOUCH, KERRY HEAD AND ROBERT A. BUCETA
_____________________________________________________________________________

                          (Full title of the plan)


 Pacific Stock Transfer, 500 East Warm Springs Road, Las Vegas, Nevada 89119
  _______________________________________________________________________
                  (Name and Address of Agent for Service)


                               (702) 433-1228
        (Telephone number including area code, of agent for service)



                                                                          2

                      CALCULATION OF REGISTRATION FEE

<Table>
<Caption>

                                        Proposed       Proposed
                                        Maximum        Maximum
Title of Securities      Amount of      Offering       Aggregate
Securities to be         Shares to be   Price          Offering       Amount of
Registered               Registered     Per Share      Price          Reg. Fee
<S>                      <C>            <C>            <C>            <C>
____________________________________________________________________________________
$0.001 par value         475,000        $0.805(1)      $382,375.OO    $95.59
Common Stock
     Totals              475,000        $0.805         $382,375.OO    $95.59
____________________________________________________________________________________
</Table>


Total No. of pages: .


          (1)  Estimated solely for the purpose of calculating the
               registration fee pursuant to Rule 457(c) under the Securities
               Act of 1933 as amended.  The calculation of the registration
               fee is based upon a per share price of $.805 which was the
               average of the high ($1.10) and low ($.51) sales prices of the
               Registrant's common stock on August 15, 2002 as reported on
               the Over-the-Counter Electronic Bulletin Board.




                                                                          3
                                 PROSPECTUS

                              GENE-CELL, INC.
                             3107 Colony Plaza
                          Newport Beach, CA 92660
                               (949) 706-7759

                     (475,000 SHARES OF COMMON STOCK)



     This Prospectus relates to the offer and sale by GENE-CELL, INC.,
("GCLE"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common Stock) to certain consultants of the Company
(the "Consultants) pursuant to agreements entered into between the Company
and the Consultants. The Company is registering hereunder and then issuing
upon receipt of adequate consideration therefor to the Consultants 475,000
shares of the Common Stock in consideration for services rendered and to be
rendered under the agreements.

     The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company
within the meaning of the Securities Act of 1933 (the Act) may sell all or
part of the shares in any way permitted by law including sales in the over-
the-counter market at prices prevailing at the time of such sale.  None of
the shares registered hereunder are being sold to anyone who is an affiliate
of the Company. An affiliate is, summarily, any director, executive officer
or controlling shareholder of the Company. The affiliates of the Company may
become subject to Section 16(b) of the Securities Exchange Act of 1934 as
amended (the Exchange Act) which would limit their discretion in transferring
the shares acquired in the Company. If any Consultant who is not now an
affiliate becomes an affiliate of the Company in the future; he would then be
subject to Section I(b) of the Exchange Act (See General Information ---
Restrictions on Resale).

The Common Stock is presently listed and trading under the symbol GCLE on the
OTCBB.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.




               The date of this Prospectus is August 27, 2002


                                                                          4








     This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant
to the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

     A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to: GENE-CELL, INC..,
3107 Colony Plaza, Newport Beach, CA, 92660, Telephone (949) 706-7759.

     The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act
may be reviewed and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street N.C. Washington D.C. 20549.  Copies my be
obtained at the prescribed rates. In addition the Common Stock is presently
quoted on the automated quotation system maintained by the National
Association of Securities Dealers, Inc. (NASD) in the near future.  Thus
copies of these reports, proxy statements, information statements and other
information may also be examined at the offices of the NASD at 1735 K Street
N.C. Washington DC 20549.

     No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given
or made, such other information or representation must not be relied upon as
having been authorized by the Company.  This Prospectus does not constitute
an offer or a solicitation by anyone in any state in which such is not
authorized or in which the person making such is not qualified or to any one
to whom it is unlawful to make an offer or solicitation

     Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been
a change in the affairs of the Company since the date hereof.




                                                                          5



                             TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                      7

ITEM 1. PLAN GENERAL INFORMATION                                          7
The Company                                                               7
Purpose                                                                   7
Common Stock                                                              7
The Consultants                                                           7
No Restrictions on Transfer                                               7
Tax Treatment to the Consultants                                          7
Tax Treatment to the Company                                              8
Restrictions on Resales                                                   8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION              8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION


Legal Opinion and Experts                                                 9
Indemnification of Officers and Directors                                 9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                        9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                          9

ITEM 4.  DESCRIPTION OF SECURITIES                                        9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                           9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                       10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                             12

ITEM 8.  EXHIBITS                                                        12

ITEM 9.  UNDERTAKINGS                                                    13

EXHIBIT INDEX                                                            16



                                                                          6

                                   PART 1

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

THE COMPANY

     The Company has its principal offices at 3107 Colony Plaza, Newport
Beach, CA, 92660, telephone (949) 706-7759.

PURPOSES

     The Common Stock will be issued by the Company pursuant to an
agreement entered into between each Consultant and the Company and approved
by the Board of Directors of the Company (the "Board of Directors").  The
agreements are intended to provide a method whereby the Company may be
stimulated by the personal involvement of the Consultants in the Company's
business growth  efforts thereby advancing the interests of the Company,
and all of its shareholders.  A copy of each agreement has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

     The Board has authorized the issuance of up to 475,000 shares of the
Common stock to the Consultants upon effectiveness of this Registration
Statement.

THE CONSULTANTS

     The Consultants have agreed to provide their expertise and advice to
the Company on a non-exclusive basis for the purpose of assisting the
Company in matters of business development, business strategy and corporate
image.

NO RESTRICTIONS ON TRANSFER

     The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all
of the rights of ownership, including the right to vote any shares awarded
and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT OF THE CONSULTANTS

     The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code.  The Consultants, therefore, will be deemed for federal
income tax purposes to recognize ordinary income during the taxable year in
which the first of the following events occurs:  (a) the shares become
freely transferable, or (b) the shares cease to be subject to a substantial
risk of forfeiture.  Accordingly, the Consultants will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on
the date of receipt since there will be no substantial risk of forfeiture
or other restrictions on transfer.  If, however, the Consultants receives
shares of common stock pursuant to the exercises of an option or options at
an exercise price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market
value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The Consultants are urged to consult his
tax advisor on this matter.  Further, if any recipient is an "affiliate",
Section 16(b) of the Exchange Act is applicable and will affect the issue
of taxation.
                                                                          7

TAX TREATMENT TO THE COMPANY

     The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by
the Company for federal income tax purposes of the taxable year of the
Company during which the recipient recognizes income.

RESTRICTIONS OF RESALES

     In the event that an affiliate of the Company acquires shares of
Common Stock hereunder, the affiliate will be subject to Section 16(b) of
the Exchange Act.  Further, in the event that any affiliate acquiring
shares hereunder has sold or sells any shares of Common Stock in the six
months preceding or following the receipt of shares hereunder, any so
called "profit", as computed under Section 16(b) of the Exchange Act, would
be required to be disgorged from the recipient to the Company.  Services
rendered have been recognized as valid consideration for the "purchase" of
shares in connection with the "profit" computation under Section 16(b) of
the exchange Act.  The Company has agreed that for the purpose of any
"profit" computation under 16(b) the price paid for the common stock issued
to affiliates is equal to the value of services rendered.  Shares of common
Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby incorporates by reference (i) its initial report of
Form 10-SB filed pursuant to Section 12(g) of the Exchange Act, (ii) any
and all Forms 10-Q (10-QSB) filed under the Securities or Exchange Act
subsequent to any filed form 10-K (or 10-KSB), as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if
any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act.
In addition, all further documents filed by the Company pursuant to Section
13, 4, or 15(d) of the Exchange Act prior to the termination of this
offering are deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing.  All documents which when
together, constitute this Prospectus, will be sent or given to participants
by the Registrant as specified by Rule 428(b)(1) of the Securities Act.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the
Securities Act will be furnished without charge upon written or oral
request.  Requests should be addressed to: GENE-CELL, INC.., 3107 Colony
Plaza, Newport Beach, CA, 92660, telephone (949) 706-7759.


                                                                          8

LEGAL OPINIONS AND EXPERTS

     Warren J. Soloski has rendered an opinion on the validity of the
securities being registered.  Mr. Soloski is not an "affiliate" of the
Company and does not have any interest in the registrant.

     The financial statements of GENE-CELL, INC.., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2001, dated April 8, 2002 have been audited by Ham, Langston &
Brezina, LLP, Certified Public Accountants, independent auditors, as set
forth in their report incorporated herein by reference and are incorporated
herein in reliance upon such report given upon the authority of the firm as
experts in auditing and accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the
company, the company has been informed that in the opinion of the
commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.

          (a)  Registrant's latest Annual Report to Shareholders on Form
          10K for the fiscal years ended December 31, 2001, filed on April
          8, 2002, which contain audited financial statements for the most
          recent fiscal year for which statements have been filed;

          (b)  All other reports filed pursuant to Section 13(a), 13(c), 14
          and 15(d) of the Exchange Act since the end of the fiscal year
          covered by the annual report referred to in (a), above; and

          (c)  The latest prospectus filed pursuant to Rule 424(b) under
          the Securities Act.

                                                                          9

ITEM 4.   DESCRIPTION OF SECURITIES

     No description of the class of securities (i.e., the $.001 par value
Common Stock ) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the
terms of the consulting agreement.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The statues, charter provisions, bylaws, contracts or other
arrangements under which the controlling persons, directors or officers of
the registrant are insured or indemnified in any manner against any
liability which they may incur in such capacity are as follows:

            The registrants Articles of Incorporation limit liability to
its Officers and Directors to the full extent permitted by the Nevada
Business Corporation Act.

            (a)   Section 78.7502 of the Nevada Business Corporation Act
provides that each corporation shall have the following powers:

            1.    A corporation may indemnify any person who was or is a
party or is threatened to be made a party toto any threatened. pending or
completed action, suite or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceedings if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contenders or its equivalent, does not, of itself
create a presumption that the person did not act in good faith or in a
manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe his conduct was unlawful.

            2.    A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses , including amounts paid in settlement and attorney's fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation.  Indemnification may not be made for any claim, issue


                                                                         10

or manner as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other of competent jurisdiction, determines
upon application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.

            3.   To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense.

            4.   Any indemnification under subsection 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances.  The determination must be made:

               (a)  By the stockholders;

               (b)  By the board of directors by majority vote of a quorum
                    consisting of directors who were not parties to the
                    act, suit or proceedings;

               (c)  If a majority vote of a quorum consisting of directors
                    who were not parties to the act, suit or proceedings so
                    orders, by independent legal counsel, in a written
                    opinion; or

               (d)  If a quorum consisting of the directors who were not
                    parties to the act, suit or proceeding cannot be
                    obtained by independent legal counsel in a written
                    opinion.

          5.    The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the expenses of
offices and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are incurred and
in advance of the final determination of the action, suit or proceeding,
upon receipt of an undertaking by  or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to the
advancement of expenses to which corporate personnel other than directors
of officers may be entitled under any contract or otherwise by law.

                6.   The indemnification or advancement of expenses
authorized in or ordered by a court pursuant to this section:

               (a) Does not exclude any other rights to which a person
               seeking indemnification or advancement of expenses might be
               entitled under the certificate of articles of incorporation
               or any bylaw, agreement, vote of stockholders or
               disinterested directors or otherwise, for either an action
               in his official capacity or an action in another capacity
               while holding his office, except that indemnification,
               unless ordered by a court pursuant to subsection 2 or for

                                                                         11

               the advancement of expenses made pursuant to subsection 5,
               may not be made to or on behalf of any director or officer
               if a finial adjudication establishes that his acts or
               omissions involved intentional misconduct, fraud or a
               knowing violation of the law and was material to the cause
               of action.

               (b) Continues for a person who has ceased to be a director,
               officer, employee or agent and inures to the benefit of the
               heirs, executors and administrators of such a person.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     (a)  The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:


Exhibit No.  Title
-----------  -----

  4.
             Not Applicable

  5.         Opinion of Warren J. Soloski regarding the legality of the
             securities registered.

  10.1       Consulting Agreement with James Williams.

  10.2       Consulting Agreement with Brent Fouch.

  10.3       Consulting Agreement with Kerry Head.

  10.4       Consulting Agreement with Robert A. Buceta.

  15.        Not Required

  23.1       Consent of Warren J. Soloski, special counsel to registrant,
             to the use of his opinion with respect to the legality of the
             securities being registered hereby and to the references to
             him in the Prospectus filed as a part hereof.

  23.2       Consent of Ham, Langston & Brezina, LLP, Certified Public
             Accountants.

  27.        Not Required

  28.        Not Required

  29.        Not Required

                                                                         12


ITEM 9.   UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the foregoing provisions, or otherwise,
registrant has been advised 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.  If a claim
for indemnification against such liabilities (other than the payment by
registrant of expenses incurred or paid by a director, officer or
controlling person of registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

     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
          to:

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

          (ii)   reflect in the prospectus any facts or events arising
                 after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof)
                 which, individually or in the aggregate, represents a
                 fundamental change in the information set forth in the
                 registration statement; and

          (iii)  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.

          provided, however, paragraphs (i) and (ii) shall not apply if the
          information required to be included in a post-effective amendment
          by those paragraphs is incorporated by reference from periodic
          reports filed by the registrant small business issuer under the
          Exchange Act.

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

     (3)  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)  To deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in
          the prospectus and furnished pursuant to and meeting the

                                                                         13

          requirements of Rule 14a-3 or Rule 14c-3 under the Securities
          Exchange Act of 1934; and, where interim financial information
          required to be presented by Article 3 of Regulation S-X is not
          set forth in the prospectus, to deliver, or cause to be delivered
          to each person to whom the prospectus is sent or given, the
          latest quarterly report that is specifically incorporated by
          reference in the prospectus to provide such interim financial
          information.

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



                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Newport Beach, CA, on the26th day
of August, 2002



                              GENE-CELL, INC.
                                (Registrant)

                              By:    /s/ Robert Gower
                              Robert Gower, Chairman of the Board,
                              CEO, Director



                                                                         14






                             POWER OF ATTORNEY
                             -----------------


     Each person whose individual signature appears below hereby authorizes
Robert Gower and Brian Davis, or any of them as attorney's-in-fact with
full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file,
any and all post-effective amendments to this Registration Statement.

     Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

  Signatures         Title                                  Date


/s/ Robert Gower     CEO, Chairman of the Board             August 27, 2002
    Robert Gower     Director

/s/ Dr. Brian Davis  President, Director                    August 27, 2002
    Dr. Brian Davis

/s/ C. Brian Gower   Secretary, Treasurer                   August 27, 2002
     C. Brian Gower  Director




























                                                                         15

                      FORM S-8 REGISTRATION STATEMENT

                               EXHIBIT INDEX

  The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated
herein by this reference:

Exhibit Number
In Registration
Statement       Descriptions                                  Numbered Page
___________________________________________________________________________

  5.            Opinion of Counsel                                 17

  10.1          Consulting Agreement with James Williams           19

  10.2          Consulting Agreement with Brent Fouch              24

  10.3          Consulting Agreement with Kerry Head               29

  10.4          Consulting Agreement with Robert A. Buceta         34

  23.1          Consent of Warren J. Soloski                       39

  23.2          Consent of Ham, Langston, & Brezina, LLP,
                Certified Public Accountants                       40







                                                                         16
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As filed with the Securities and Exchange Commission on August 27, 2002
                             File No. 000-27727

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                              GENE-CELL, INC.
__________________________________________________________________________
           (Exact name of registrant as specified in its charter)

      NEVADA                                               91-1766174
_______________________________                         ___________________
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

        JAMES WILLIAMS, BRENT FOUCH, KERRY HEAD AND ROBERT A. BUCETA
_____________________________________________________________________________

                          (Full title of the plan)

 Pacific Stock Transfer, 500 East Warm Springs Road, Las Vegas, Nevada 89119
  _______________________________________________________________________
                  (Name and Address of Agent for Service)

                               (702) 433-1228
        (Telephone number including area code, of agent for service)

                                                                          2

                      CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                                        Maximum        Maximum
Title of Securities      Amount of      Offering       Aggregate
Securities to be         Shares to be   Price          Offering       Amount of
Registered               Registered     Per Share      Price          Reg. Fee
____________________________________________________________________________________
$0.001 par value         475,000        $0.805(1)      $382,375.OO    $95.59
Common Stock
     Totals              475,000        $0.805         $382,375.OO    $95.59
____________________________________________________________________________________
Total No. of pages: .

          (1)  Estimated solely for the purpose of calculating the
               registration fee pursuant to Rule 457(c) under the Securities
               Act of 1933 as amended.  The calculation of the registration
               fee is based upon a per share price of $.805 which was the
               average of the high ($1.10) and low ($.51) sales prices of the
               Registrant's common stock on August 15, 2002 as reported on
               the Over-the-Counter Electronic Bulletin Board.

                                                                          3
                                 PROSPECTUS

                              GENE-CELL, INC.
                             3107 Colony Plaza
                          Newport Beach, CA 92660
                               (949) 706-7759

                     (475,000 SHARES OF COMMON STOCK)

     This Prospectus relates to the offer and sale by GENE-CELL, INC.,
("GCLE"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common Stock) to certain consultants of the Company
(the "Consultants) pursuant to agreements entered into between the Company
and the Consultants. The Company is registering hereunder and then issuing
upon receipt of adequate consideration therefor to the Consultants 475,000
shares of the Common Stock in consideration for services rendered and to be
rendered under the agreements.

     The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company
within the meaning of the Securities Act of 1933 (the Act) may sell all or
part of the shares in any way permitted by law including sales in the over-
the-counter market at prices prevailing at the time of such sale.  None of
the shares registered hereunder are being sold to anyone who is an affiliate
of the Company. An affiliate is, summarily, any director, executive officer
or controlling shareholder of the Company. The affiliates of the Company may
become subject to Section 16(b) of the Securities Exchange Act of 1934 as
amended (the Exchange Act) which would limit their discretion in transferring
the shares acquired in the Company. If any Consultant who is not now an
affiliate becomes an affiliate of the Company in the future; he would then be
subject to Section I(b) of the Exchange Act (See General Information ---
Restrictions on Resale).

The Common Stock is presently listed and trading under the symbol GCLE on the
OTCBB.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

               The date of this Prospectus is August 27, 2002

                                                                          4

     This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant
to the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

     A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to: GENE-CELL, INC..,
3107 Colony Plaza, Newport Beach, CA, 92660, Telephone (949) 706-7759.

     The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act
may be reviewed and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street N.C. Washington D.C. 20549.  Copies my be
obtained at the prescribed rates. In addition the Common Stock is presently
quoted on the automated quotation system maintained by the National
Association of Securities Dealers, Inc. (NASD) in the near future.  Thus
copies of these reports, proxy statements, information statements and other
information may also be examined at the offices of the NASD at 1735 K Street
N.C. Washington DC 20549.

     No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given
or made, such other information or representation must not be relied upon as
having been authorized by the Company.  This Prospectus does not constitute
an offer or a solicitation by anyone in any state in which such is not
authorized or in which the person making such is not qualified or to any one
to whom it is unlawful to make an offer or solicitation

     Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been
a change in the affairs of the Company since the date hereof.

                                                                          5

                             TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                      7

ITEM 1. PLAN GENERAL INFORMATION                                          7
The Company                                                               7
Purpose                                                                   7
Common Stock                                                              7
The Consultants                                                           7
No Restrictions on Transfer                                               7
Tax Treatment to the Consultants                                          7
Tax Treatment to the Company                                              8
Restrictions on Resales                                                   8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION              8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                 9
Indemnification of Officers and Directors                                 9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                        9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                          9

ITEM 4.  DESCRIPTION OF SECURITIES                                        9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                           9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                       10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                             12

ITEM 8.  EXHIBITS                                                        12

ITEM 9.  UNDERTAKINGS                                                    13

EXHIBIT INDEX                                                            16

                                                                          6

                                   PART 1

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

THE COMPANY

     The Company has its principal offices at 3107 Colony Plaza, Newport
Beach, CA, 92660, telephone (949) 706-7759.

PURPOSES

     The Common Stock will be issued by the Company pursuant to an
agreement entered into between each Consultant and the Company and approved
by the Board of Directors of the Company (the "Board of Directors").  The
agreements are intended to provide a method whereby the Company may be
stimulated by the personal involvement of the Consultants in the Company's
business growth  efforts thereby advancing the interests of the Company,
and all of its shareholders.  A copy of each agreement has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

     The Board has authorized the issuance of up to 475,000 shares of the
Common stock to the Consultants upon effectiveness of this Registration
Statement.

THE CONSULTANTS

     The Consultants have agreed to provide their expertise and advice to
the Company on a non-exclusive basis for the purpose of assisting the
Company in matters of business development, business strategy and corporate
image.

NO RESTRICTIONS ON TRANSFER

     The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all
of the rights of ownership, including the right to vote any shares awarded
and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT OF THE CONSULTANTS

     The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code.  The Consultants, therefore, will be deemed for federal
income tax purposes to recognize ordinary income during the taxable year in
which the first of the following events occurs:  (a) the shares become
freely transferable, or (b) the shares cease to be subject to a substantial
risk of forfeiture.  Accordingly, the Consultants will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on
the date of receipt since there will be no substantial risk of forfeiture
or other restrictions on transfer.  If, however, the Consultants receives
shares of common stock pursuant to the exercises of an option or options at
an exercise price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market
value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The Consultants are urged to consult his
tax advisor on this matter.  Further, if any recipient is an "affiliate",
Section 16(b) of the Exchange Act is applicable and will affect the issue
of taxation.
                                                                          7

TAX TREATMENT TO THE COMPANY

     The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by
the Company for federal income tax purposes of the taxable year of the
Company during which the recipient recognizes income.

RESTRICTIONS OF RESALES

     In the event that an affiliate of the Company acquires shares of
Common Stock hereunder, the affiliate will be subject to Section 16(b) of
the Exchange Act.  Further, in the event that any affiliate acquiring
shares hereunder has sold or sells any shares of Common Stock in the six
months preceding or following the receipt of shares hereunder, any so
called "profit", as computed under Section 16(b) of the Exchange Act, would
be required to be disgorged from the recipient to the Company.  Services
rendered have been recognized as valid consideration for the "purchase" of
shares in connection with the "profit" computation under Section 16(b) of
the exchange Act.  The Company has agreed that for the purpose of any
"profit" computation under 16(b) the price paid for the common stock issued
to affiliates is equal to the value of services rendered.  Shares of common
Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby incorporates by reference (i) its initial report of
Form 10-SB filed pursuant to Section 12(g) of the Exchange Act, (ii) any
and all Forms 10-Q (10-QSB) filed under the Securities or Exchange Act
subsequent to any filed form 10-K (or 10-KSB), as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if
any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act.
In addition, all further documents filed by the Company pursuant to Section
13, 4, or 15(d) of the Exchange Act prior to the termination of this
offering are deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing.  All documents which when
together, constitute this Prospectus, will be sent or given to participants
by the Registrant as specified by Rule 428(b)(1) of the Securities Act.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the
Securities Act will be furnished without charge upon written or oral
request.  Requests should be addressed to: GENE-CELL, INC.., 3107 Colony
Plaza, Newport Beach, CA, 92660, telephone (949) 706-7759.

                                                                          8

LEGAL OPINIONS AND EXPERTS

     Warren J. Soloski has rendered an opinion on the validity of the
securities being registered.  Mr. Soloski is not an "affiliate" of the
Company and does not have any interest in the registrant.

     The financial statements of GENE-CELL, INC.., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2001, dated April 8, 2002 have been audited by Ham, Langston &
Brezina, LLP, Certified Public Accountants, independent auditors, as set
forth in their report incorporated herein by reference and are incorporated
herein in reliance upon such report given upon the authority of the firm as
experts in auditing and accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the
company, the company has been informed that in the opinion of the
commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.

          (a)  Registrant's latest Annual Report to Shareholders on Form
          10K for the fiscal years ended December 31, 2001, filed on April
          8, 2002, which contain audited financial statements for the most
          recent fiscal year for which statements have been filed;

          (b)  All other reports filed pursuant to Section 13(a), 13(c), 14
          and 15(d) of the Exchange Act since the end of the fiscal year
          covered by the annual report referred to in (a), above; and

          (c)  The latest prospectus filed pursuant to Rule 424(b) under
          the Securities Act.

                                                                          9

ITEM 4.   DESCRIPTION OF SECURITIES

     No description of the class of securities (i.e., the $.001 par value
Common Stock ) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the
terms of the consulting agreement.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The statues, charter provisions, bylaws, contracts or other
arrangements under which the controlling persons, directors or officers of
the registrant are insured or indemnified in any manner against any
liability which they may incur in such capacity are as follows:

            The registrants Articles of Incorporation limit liability to
its Officers and Directors to the full extent permitted by the Nevada
Business Corporation Act.

            (a)   Section 78.7502 of the Nevada Business Corporation Act
provides that each corporation shall have the following powers:

            1.    A corporation may indemnify any person who was or is a
party or is threatened to be made a party toto any threatened. pending or
completed action, suite or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceedings if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contenders or its equivalent, does not, of itself
create a presumption that the person did not act in good faith or in a
manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe his conduct was unlawful.

            2.    A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses , including amounts paid in settlement and attorney's fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation.  Indemnification may not be made for any claim, issue

                                                                         10

or manner as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other of competent jurisdiction, determines
upon application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.

            3.   To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense.

            4.   Any indemnification under subsection 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances.  The determination must be made:

               (a)  By the stockholders;

               (b)  By the board of directors by majority vote of a quorum
                    consisting of directors who were not parties to the
                    act, suit or proceedings;

               (c)  If a majority vote of a quorum consisting of directors
                    who were not parties to the act, suit or proceedings so
                    orders, by independent legal counsel, in a written
                    opinion; or

               (d)  If a quorum consisting of the directors who were not
                    parties to the act, suit or proceeding cannot be
                    obtained by independent legal counsel in a written
                    opinion.

          5.    The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the expenses of
offices and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are incurred and
in advance of the final determination of the action, suit or proceeding,
upon receipt of an undertaking by  or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to the
advancement of expenses to which corporate personnel other than directors
of officers may be entitled under any contract or otherwise by law.

                6.   The indemnification or advancement of expenses
authorized in or ordered by a court pursuant to this section:

               (a) Does not exclude any other rights to which a person
               seeking indemnification or advancement of expenses might be
               entitled under the certificate of articles of incorporation
               or any bylaw, agreement, vote of stockholders or
               disinterested directors or otherwise, for either an action
               in his official capacity or an action in another capacity
               while holding his office, except that indemnification,
               unless ordered by a court pursuant to subsection 2 or for

                                                                         11

               the advancement of expenses made pursuant to subsection 5,
               may not be made to or on behalf of any director or officer
               if a finial adjudication establishes that his acts or
               omissions involved intentional misconduct, fraud or a
               knowing violation of the law and was material to the cause
               of action.

               (b) Continues for a person who has ceased to be a director,
               officer, employee or agent and inures to the benefit of the
               heirs, executors and administrators of such a person.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     (a)  The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:

Exhibit No.  Title
-----------  -----

  4.
             Not Applicable

  5.         Opinion of Warren J. Soloski regarding the legality of the
             securities registered.

  10.1       Consulting Agreement with James Williams.

  10.2       Consulting Agreement with Brent Fouch.

  10.3       Consulting Agreement with Kerry Head.

  10.4       Consulting Agreement with Robert A. Buceta.

  15.        Not Required

  23.1       Consent of Warren J. Soloski, special counsel to registrant,
             to the use of his opinion with respect to the legality of the
             securities being registered hereby and to the references to
             him in the Prospectus filed as a part hereof.

  23.2       Consent of Ham, Langston & Brezina, LLP, Certified Public
             Accountants.

  27.        Not Required

  28.        Not Required

  29.        Not Required

                                                                         12

ITEM 9.   UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the foregoing provisions, or otherwise,
registrant has been advised 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.  If a claim
for indemnification against such liabilities (other than the payment by
registrant of expenses incurred or paid by a director, officer or
controlling person of registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

     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
          to:

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

          (ii)   reflect in the prospectus any facts or events arising
                 after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof)
                 which, individually or in the aggregate, represents a
                 fundamental change in the information set forth in the
                 registration statement; and

          (iii)  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.

          provided, however, paragraphs (i) and (ii) shall not apply if the
          information required to be included in a post-effective amendment
          by those paragraphs is incorporated by reference from periodic
          reports filed by the registrant small business issuer under the
          Exchange Act.

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

     (3)  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)  To deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in
          the prospectus and furnished pursuant to and meeting the

                                                                         13

          requirements of Rule 14a-3 or Rule 14c-3 under the Securities
          Exchange Act of 1934; and, where interim financial information
          required to be presented by Article 3 of Regulation S-X is not
          set forth in the prospectus, to deliver, or cause to be delivered
          to each person to whom the prospectus is sent or given, the
          latest quarterly report that is specifically incorporated by
          reference in the prospectus to provide such interim financial
          information.

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

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Newport Beach, CA, on the26th day
of August, 2002

                              GENE-CELL, INC.
                                (Registrant)

                              By:    /s/ Robert Gower
                              Robert Gower, Chairman of the Board,
                              CEO, Director

                                                                         14

                             POWER OF ATTORNEY
                             -----------------

     Each person whose individual signature appears below hereby authorizes
Robert Gower and Brian Davis, or any of them as attorney's-in-fact with
full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file,
any and all post-effective amendments to this Registration Statement.

     Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

  Signatures         Title                                  Date

/s/ Robert Gower     CEO, Chairman of the Board             August 27, 2002
    Robert Gower     Director

/s/ Dr. Brian Davis  President, Director                    August 27, 2002
    Dr. Brian Davis

/s/ C. Brian Gower   Secretary, Treasurer                   August 27, 2002
     C. Brian Gower  Director

                                                                         15

                      FORM S-8 REGISTRATION STATEMENT

                               EXHIBIT INDEX

  The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated
herein by this reference:

Exhibit Number
In Registration
Statement       Descriptions                                  Numbered Page
___________________________________________________________________________

  5.            Opinion of Counsel                                 17

  10.1          Consulting Agreement with James Williams           19

  10.2          Consulting Agreement with Brent Fouch              24

  10.3          Consulting Agreement with Kerry Head               29

  10.4          Consulting Agreement with Robert A. Buceta         34

  23.1          Consent of Warren J. Soloski                       39

  23.2          Consent of Ham, Langston, & Brezina, LLP,
                Certified Public Accountants                       40

                                                                         16