<html>

<head>
<meta name="generator" content="Microsoft FrontPage 5.0">
<meta name="author" content="FreeEDGAR">

<!--style>
p
{
	margin-top: 0px;
	margin-bottom: 1px
}

table
{
	border-collapse: collapse;
	border-spacing: 0pt;
	border-color: black;
	empty-cells: show;
	font-family: "Times New Roman", serif;
	font-size: 12pt;
	font-weight: normal;
	font-style: normal
}

td
{
	border-color: black
}

body
{
	font-family: "Times New Roman", serif;
	font-size: 12pt;
	font-weight: normal;
	font-style: normal
}
<-->

</head>

<body>
<p style="text-align: center; margin-top:1; margin-bottom:1">SECURITIES AND EXCHANGE COMMISSION</p>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">WASHINGTON D.C. 20549</font></p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p>
<p span style="margin-top:1; margin-bottom:1" align="center"><b>
<font size="2" face="Times New Roman">FORM S-8</font></b></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</font></p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span align="center" style="margin-top: 1; margin-bottom: 1"><b>
<font size="4" face="Times New Roman">AGATE TECHNOLOGIES, INC.</font></b></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(Exact name of registrant as specified in its charter)</font></p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">DELAWARE</font></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(State or other jurisdiction of incorporation or organization)</font></p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span align="center" style="margin-top: 1; margin-bottom: 1">
<p span style="font-family:Times New Roman" align="center"><font size="2">94-3334052</font></p span></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(I.R.S. Employer Identification No.)</font></p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">11300 West Olympic Boulevard, Suite 800, Los Angeles, California 90064</font></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(Address of Principal Executive Offices, and Zip Code)</font></p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="font-size: 9pt; margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span align="center" style="margin-top: 1; margin-bottom: 1"><b>
<font size="2" face="Times New Roman">CONSULTING AGREEMENT</font></b></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(Full title of plan)</font></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1" align="center">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(310) 312-6680</font></p span>
<p span style="margin-top:1; margin-bottom:1" align="center">
<font size="2" face="Times New Roman">(Telephone number, including area code of agent for service)</font></p span>
<p align="center" style="margin-top: 1; margin-bottom: 1"></p span>
<p span style="font-size: 9pt" align="center">&nbsp;</p span>
<p span style="font-size: 9pt" align="center">CALCULATION OF REGISTRATION FEE&nbsp;&nbsp; </p span><div align="center">
<table width="624px" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" border="2" height="10">
&#160;<tr>
<td width="30%" align="center" valign="middle">
<p span style="font-size: 9pt">Title of Securities to
be Registered</p span>
</td>
<td width="30%" align="center">
<p span style="font-size: 9pt">Amount to be
registered</p span>
</td>
<td width="30%" align="center" valign="middle">
<p span style="font-size: 9pt">Proposed Maximum
Offering Price Per
Share</p span>
</td>
<td width="30%" align="center" valign="middle">
<p span style="font-size: 9pt">Proposed Maximum
Aggregate Offering
Price</p span>
</td>
<td width="30%" align="center" valign="middle">
<p span style="font-size: 9pt">Amount of
Registration Fee</p span>
</td>
</tr>
<tr>
<td width="20%" align="center" height="50">
<p span style="font-size: 9pt">Common</p span>
</td>
<td width="20%" align="center" height="50">
<p><font size="2" face="Times New Roman">1,200,000</font></p>
</td>
<td width="20%" align="center" valign="middle" height="50"><p span style="font-size: 9pt">
$0.03(1)</p span>
</td>
<td width="20%" align="center" valign="middle" height="50"><p span style="font-size: 9pt">$36,000</p span>
</td>
<td width="20%" align="center" style="text-decoration: underline" height="50"><p span style="font-size: 9pt">
<p span style="text-decoration: none"><font size="2">$3.31</font></p span></p span>
</td>
</tr>
</table>
</div>
<p span style="font-size: 9pt" align="center">(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rue 457 under the Securities Act of&nbsp; 1933.</p span>
<p span><font size="2">PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</font></p span> <p span><i><b><font size="2">Item 1. Plan Information</font></b></i></p span>
<p span><font size="2">This Prospectus is part of a Registration Statement which registers an aggregate
1,000,000 shares of common stock, $.001
par value, of Agate Technologies, Inc.. (the "Company") which may be issued as set forth herein to the following
named persons:</font></p span>
<div align="left">
<table width="399.36px" cellspacing="1" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF" border="2">
<tr>
<td width="41%" height="50" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"></p>
</td>
<td width="59%" valign="middle" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><p><p span style="color: #000000">
<font size="2">&#160; </font> </p span></p>
</td>
</tr>
<tr>
<td width="41%" valign="middle" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><p><p span style="color: #000000">
<p span><font size="2">NAME</font></p span> </p span></p>
</td>
<td width="59%" valign="middle" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><p><p span style="color: #000000">
<p span align="center"><font size="2">NUMBER OF SHARES</font></p span> </p span></p>
</td>
</tr>
<tr>
<td width="41%" valign="middle" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><p span style="font-size: 9pt">&nbsp;</p span> </p span></p>
</td>
<td width="59%" valign="middle" align="center" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"></p span>
</td>
</tr>
<tr>
<td width="41%" valign="middle" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><font size="2">Steve Wurzburg</font></td>
<td width="59%" valign="middle" align="center" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><font size="2">200,000</font></td>
</tr>
<tr>
<td width="41%" valign="middle" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><font size="2">Christopher Dieterich</font></td>
<td width="59%" valign="middle" align="center" bordercolorlight="#FFFFFF" bordercolordark="#FFFFFF"><font size="2">1,000,000</font></td>
</tr>
</table>
</div>
<p span align="justify"><font size="2">On July 23, 2002, Consulting Agreements were entered into with
Christopher Dieterich and Steve Wurzburg ("Consultants") and the
contracts with each attorney identified as the "Consulting Agreements".&#160;&#160; The Company has been advised by the Consultants
that  they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers
only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be underwriting compensation.</font></p span>
<p span align="justify"><font size="2">No other person is authorized to give any information or make any representation not contained or incorporated by
reference in this Prospectus, in connection with the offer 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. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.</font></p span>
<p span align="justify"><font size="2">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.</font></p span>
<p span align="justify"><font size="2">This Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.</font></p span>
<p span><i><b>
<font size="2">Item 2. Registrant Information and Employee Plan Annual Information.</font></b></i></p span>
<p span align="justify"><font size="2">THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO
MS. SHIRLEY OOI, CHIEF FINANCIAL OFFICER, 11300 W. OLYMPIC BLVD., SUITE 800, LOS
ANGELES, CALIFORNIA 90064;&nbsp; PHONE:&nbsp; (310) 312-6888.</font></p span>
<p span><font size="2">PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p span><p span><i><b><font size="2">Item 3. Incorporation of Documents by Reference.</font></b></i></p span>
<p span align="justify"><font size="2">The Company has filed the following documents with the Securities and Exchange Commission: Annual Report on Form 10KSB, filed on
July 17, 2002, Quarterly Report on form 10QSB
filed February 19, 2002; Quarterly Report on Form 10QSB filed November 19, 2001; Quarterly Report on Form 10QSB filed on
August 20, 2001.&nbsp; The above
referenced reports, which were previously filed with the Commission are incorporated herein by reference.</font></p span>
<p span align="justify"><font size="2">All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and 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 herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.</font></p span>
<p span><i><b><font size="2">Item 4. Description of Securities.</font></b></i></p span>
<p span align="justify"><font size="2">The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001 par value. The Company's stock is
currently traded on the OTCBB, under symbol AGTE. The presently outstanding shares of Common Stock are fully paid
and nonassessable.</font></p span><p span><font size="2">COMMON STOCK&nbsp; As of
July 1,&nbsp; 2002, approximately 38,000,000 shares of Common Stock were outstanding.</font></p span>
<p span><font size="2">VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.</font></p span>
<p span align="justify"><font size="2">DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the laws of the State of
Delaware and the
Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in
the By-laws, prior to the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.</font></p span>
<p span align="justify"><font size="2">PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock
of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares.</font></p span> <p span><font size="2">REGISTRAR AND TRANSFER AGENT:&nbsp; The Company's registrar and transfer agent is
American Stock Transfer Company, located in New York, New York.</font></p span>
<p span><font size="2">DISSENTERS' RIGHTS:&nbsp; Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the
Company to purchase his shares dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating distributions, and certain amendments to the
Company's certificate of incorporation.</font></p span>
<p span><font size="2">PREFERRED STOCK&nbsp; There are currently no shares of Preferred stock
issued. </font>  </p span> <p span><i><b><font size="2">Item 5. Interests of Named Experts and Counsel.</font></b></i></p span>
<p span><font size="2">Christopher Dieterich, a principal of Dieterich &amp; Associates, is registering 1,000,000 shares which have been received in
compensation for $30,000 of legal fees due for services.</font></p span> <p span><i><b><font size="2">Item 6. Indemnification of Directors and Officers.</font></b></i></p span>
<p span align="justify"><font size="2">Pursuant to the
Delaware Corporations Code, the Company has the power to indemnify any person made a
party to any lawsuit by reason of being a director or officer of the Company, or 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 attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he 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.</font></p span>
<p span align="justify"><font size="2">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.</font></p span>
<p span><i><b><font size="2">Item 7. Exemption from Registration Claimed.</font></b></i></p span>
<p span><font size="2">Not applicable.</font></p span> <p span><i><b><font size="2">Item 8. Exhibits.</font></b></i></p span>
<p span><font size="2">The following documents are filed as Exhibits to this Registration Statement:</font></p span>
<p span><font size="2">&nbsp; 5.1&nbsp; -- Opinion of Dieterich &amp; Associates as to the validity of the shares being registered.</font></p span>
<p span><font size="2">23.1 -- Consent of Dieterich &amp; Associates (included in Exhibit 5)</font></p span>
<p span><font size="2">23.2 -- Consent of
Kenny H. Lee CPA Group</font></p span><p span><font size="2">23.3 -- Consent of
Singer Lewak Greenbaum &amp; Goldstein, LLP</font></p span><p span><i><b><font size="2">Item 9. Undertakings.</font></b></i></p span>
<p span><font size="2">The undersigned registrant hereby undertakes:</font></p span>
<p span align="justify"><font size="2">(a) 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.</font></p span>
<p span align="justify"><font size="2">(b) 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.</font></p span>
<p span align="justify"><font size="2">(c) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.</font></p span>
<p span align="justify"><font size="2">The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or section 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 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.</font></p span>
<p span align="justify"><font size="2">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.</font></p span>
<p span align="justify"><font size="2">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
Los Angeles, California 90064, on
July 26, 2002.</font></p span>
<p span align="justify"><font size="2">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.</font></p span>
<p span align="justify"><font size="2">Agate Technologies, Inc. (Registrant)</font></p span>
<p span align="justify"><font size="2">By:</font><font size="2"><p span style="text-decoration: none">/s/ Shirley Ooi</p span></font>
<p span align="justify"><font size="2">Shirley Ooi, Chief Financial
Officer</font></p span>
<hr>
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">Exhibit 5.1</p span>
<p style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span style="font-family: 'Courier New', monospace; margin-top:1; margin-bottom:1">
<p span style="margin-top:1; margin-bottom:1" align="center"><font size="2">DIETERICH &amp; ASSOCIATES LETTERHEAD</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">July 29, 2002</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">Securities and Exchange Commission</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">450 Fifth Street, N.W.</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">Judiciary Plaza</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">Washington, DC 20549</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;&#160;RE:
AGATE TECHNOLOGIES, INC.</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">Ladies and Gentlemen:</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;This office represents
Agate Technologies, Inc., a Delaware
corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 1,200,000 shares of the Registrant's Common
Stock issued to certain individuals for employment and consulting
services (the "Shares").</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&nbsp;&nbsp;In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;We hereby consent to the inclusion of this opinion in the
Registration Statement and to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for
offer and sale in such states.</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Very  truly  yours,</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;/S/
Christopher Dieterich</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Dieterich  &amp;  Associates</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<hr>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&lt;PAGE&gt;</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">Exhibit 23.1</font></p span>
<p style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1"><font size="2">Included within Exhibit 5.1 (Opinion of Counsel)</font></p>
<p style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<hr>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&lt;PAGE&gt;</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">Exhibit 23.2</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</font></p span>
<p style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1"><font size="2">We have issued our report dated
June 28, 2002 accompanying
the consolidated financial statements of Agate Technologies, Inc., and subsidiaries,
appearing in the Report on Form 10-KSB, for the year
ended March 31, 2002, which is incorporated by reference in
this Registration Statement.  We consent to the incorporation by
reference in the Registration Statement of the aforementioned
report.</font></p>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">/s/ Kwang-Ho Lee,
CPA</font></p span>
<p span style="margin-top:1; margin-bottom:1"><font size="2">KENNY H. LEE CPA
GROUP</font></p span>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">Los Angeles, California</font><p span style="margin-top:1; margin-bottom:1"><font size="2">July 29, 2002</font></p span>
<p span style="margin-top:1; margin-bottom:1">&nbsp;</p span>
<hr>
<p style="margin-top: 1; margin-bottom: 1">
&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">&lt;PAGE&gt;</font></p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">Exhibit 23.3</font></p>
<p style="margin-top: 1; margin-bottom: 1">
&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">&nbsp;&nbsp;&nbsp; CONSENT OF INDEPENDENT AUDITORS</font></p>
<p style="margin-top: 1; margin-bottom: 1">
&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">We hereby consent to the incorporation by reference in the
Registration Statement of Agate Technologies, Inc. and subsidiaries on Form S-8
of our report, dated June 12, 2001, which contains an emphasis paragraph
relating to an uncertainty as to the Company's ability to continue as a going
concern, on the consolidated statements of operations and comprehensive loss,
shareholders' equity (deficit), and cash flows of Agate Technologies, Inc. and
subsidiaries for the year ended March 31, 2001, which report appears in its form
10-KSB for the year ended March 31, 2001.</font></p>
<p style="margin-top: 1; margin-bottom: 1">
&nbsp;</p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">/s/ SINGER LEWAK GREENBAUM &amp; GOLDSTEIN, LLP</font></p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">Los Angeles, California</font></p>
<p style="margin-top: 1; margin-bottom: 1">
<font size="2">July 29, 2002</font></p>
</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "agtes8.htm", "secsgml_size_bytes": 29832}]
{"company-data": {"conformed-name": "AGATE TECHNOLOGIES INC DE", "cik": "0001006762", "irs-number": "943334052", "state-of-incorporation": "DE", "fiscal-year-end": "0401"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97387", "film-number": "02715254"}, "business-address": {"street1": "519 MONTAGUE EXPRESSWAY", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "5104925430"}, "former-company": {"former-conformed-name": "ARCA CORP", "date-changed": "19960401"}}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AGATE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
94-3334052
(I.R.S. Employer Identification No.)
11300 West Olympic Boulevard, Suite 800, Los Angeles, California 90064
(Address of Principal Executive Offices, and Zip Code)
CONSULTING AGREEMENT
(Full title of plan)
(310) 312-6680
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
registered
Proposed Maximum
Offering Price Per
Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common
1,200,000
$0.03(1)
$36,000
$3.31
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rue 457 under the Securities Act of  1933.
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Prospectus is part of a Registration Statement which registers an aggregate
1,000,000 shares of common stock, $.001
par value, of Agate Technologies, Inc.. (the "Company") which may be issued as set forth herein to the following
named persons:
NAME
NUMBER OF SHARES
Steve Wurzburg
200,000
Christopher Dieterich
1,000,000
On July 23, 2002, Consulting Agreements were entered into with
Christopher Dieterich and Steve Wurzburg ("Consultants") and the
contracts with each attorney identified as the "Consulting Agreements".   The Company has been advised by the Consultants
that  they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers
only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be underwriting compensation.
No other person is authorized to give any information or make any representation not contained or incorporated by
reference in this Prospectus, in connection with the offer 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. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
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.
This Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.
Item 2. Registrant Information and Employee Plan Annual Information.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO
MS. SHIRLEY OOI, CHIEF FINANCIAL OFFICER, 11300 W. OLYMPIC BLVD., SUITE 800, LOS
ANGELES, CALIFORNIA 90064;  PHONE:  (310) 312-6888.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company has filed the following documents with the Securities and Exchange Commission: Annual Report on Form 10KSB, filed on
July 17, 2002, Quarterly Report on form 10QSB
filed February 19, 2002; Quarterly Report on Form 10QSB filed November 19, 2001; Quarterly Report on Form 10QSB filed on
August 20, 2001.  The above
referenced reports, which were previously filed with the Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and 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 herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities.
The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001 par value. The Company's stock is
currently traded on the OTCBB, under symbol AGTE. The presently outstanding shares of Common Stock are fully paid
and nonassessable.
COMMON STOCK  As of
July 1,  2002, approximately 38,000,000 shares of Common Stock were outstanding.
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the laws of the State of
Delaware and the
Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in
the By-laws, prior to the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.
PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock
of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares.
REGISTRAR AND TRANSFER AGENT:  The Company's registrar and transfer agent is
American Stock Transfer Company, located in New York, New York.
DISSENTERS' RIGHTS:  Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the
Company to purchase his shares dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating distributions, and certain amendments to the
Company's certificate of incorporation.
PREFERRED STOCK  There are currently no shares of Preferred stock
issued.
Item 5. Interests of Named Experts and Counsel.
Christopher Dieterich, a principal of Dieterich & Associates, is registering 1,000,000 shares which have been received in
compensation for $30,000 of legal fees due for services.
Item 6. Indemnification of Directors and Officers.
Pursuant to the
Delaware Corporations Code, the Company has the power to indemnify any person made a
party to any lawsuit by reason of being a director or officer of the Company, or 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 attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as Exhibits to this Registration Statement:
5.1  -- Opinion of Dieterich & Associates as to the validity of the shares being registered.
23.1 -- Consent of Dieterich & Associates (included in Exhibit 5)
23.2 -- Consent of
Kenny H. Lee CPA Group
23.3 -- Consent of
Singer Lewak Greenbaum & Goldstein, LLP
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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.
(b) 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.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or section 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 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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
Los Angeles, California 90064, on
July 26, 2002.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Agate Technologies, Inc. (Registrant)
By:
/s/ Shirley Ooi
Shirley Ooi, Chief Financial
Officer
Exhibit 5.1
DIETERICH & ASSOCIATES LETTERHEAD
July 29, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE:
AGATE TECHNOLOGIES, INC.
Ladies and Gentlemen:
This office represents
Agate Technologies, Inc., a Delaware
corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 1,200,000 shares of the Registrant's Common
Stock issued to certain individuals for employment and consulting
services (the "Shares").
In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion in the
Registration Statement and to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for
offer and sale in such states.
Very  truly  yours,
/S/
Christopher Dieterich
Dieterich  &  Associates
<PAGE>
Exhibit 23.1
Included within Exhibit 5.1 (Opinion of Counsel)
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated
June 28, 2002 accompanying
the consolidated financial statements of Agate Technologies, Inc., and subsidiaries,
appearing in the Report on Form 10-KSB, for the year
ended March 31, 2002, which is incorporated by reference in
this Registration Statement.  We consent to the incorporation by
reference in the Registration Statement of the aforementioned
report.
/s/ Kwang-Ho Lee,
CPA
KENNY H. LEE CPA
GROUP
Los Angeles, California
July 29, 2002
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement of Agate Technologies, Inc. and subsidiaries on Form S-8
of our report, dated June 12, 2001, which contains an emphasis paragraph
relating to an uncertainty as to the Company's ability to continue as a going
concern, on the consolidated statements of operations and comprehensive loss,
shareholders' equity (deficit), and cash flows of Agate Technologies, Inc. and
subsidiaries for the year ended March 31, 2001, which report appears in its form
10-KSB for the year ended March 31, 2001.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN, LLP
Los Angeles, California
July 29, 2002