AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2001

                                                REGISTRATION NO. 33-____________





                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                 HUMATECH, INC.
             (Exact Name of Registrant as Specified in Its Charter)



             ILLINOIS                                      36-3559839
  (State or Other Jurisdiction of                      (I.R.S. Employer
   Incorporation or Organization)                     Identification No.)




                            1718 FRY ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                             (Full Title of the Plan)
                              ____________________

                                David G. Williams
                            1718 Fry Road, Suite 450
                                Houston, TX 77084
                                 (281) 828-2500
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
<PAGE>

<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE

<S>                     <C>            <C>                           <C>                        <C>

Title of Securities. .  Amount to be   Proposed Maximum              Proposed Maximum           Amount of
to be Registered . . .  Registered     Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  -------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value . . . . .  1,050,000 (2)  $                       0.45  $                 472,500  $          124.74
----------------------  -------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value . . . . .  1,000,000 (3)  $                       1.00  $               1,000,000  $          264.00

Common Stock,
no par value . . . . .  1,000,000 (4)  $                       1.50  $               1,500,000  $          396.00

TOTAL REGISTRATION FEE     3,050,000                                 $               2,950,000  $          784.74
</TABLE>



(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of  the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported  by  the  NASDAQ  Over-The-Counter  Bulletin Board on November 16,
     2001.

(2)  Represents  shares  of  Common  Stock issued to employees, consultants, and
     legal  counsel  to  the  Company.


(3)  Represents  1,000,000 shares of Common Stock to be issued upon the exercise
     of  warrants  at  $1.00  per  share.

(4)  Represents  1,000,000 shares of Common Stock to be issued upon the exercise
     of  warrants  at  $1.50  per  share.



                                        2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  Humatech,  Inc.  ("Humatech"  or  "Registrant")  and  each  of Brian A.
Lebrecht,  Marc  Barhonovich,  Tomina  Associates,  Ltd.,  Jesse  Ortega, Triway
Assets,  Inc.,  Philip  W. Johnston, and David Caney, required by Item 1 of Form
S-8  under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and  the  statement  of availability of registrant information, employee benefit
plan annual reports and other information required by Item 2 of Form S-8 will be
sent or given to participants as specified in Rule 428.  In accordance with Rule
428  and  the  requirements  of Part I of Form S-8, such documents are not being
filed  with  the Securities and Exchange Commission (the "Commission") either as
part  of  this registration statement on Form S-8 (the "Registration Statement")
or  as  prospectuses  or  prospectus supplements pursuant to Rule 424.  Humatech
will maintain a file of such documents in accordance with the provisions of Rule
428.  Upon request, Humatech shall furnish to the Commission or its staff a copy
or  copies  of  all  of  the  documents  included  in  such  file.

                                        3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)       The  Registrant's  Annual  Report  dated  September  20,  2001 on Form
          10-KSB/A  filed  with  the  Commission  on  September  21,  2001.

(ii)      The  Registrant's  Quarterly  Report  dated September 19, 2001 on Form
          10-QSB/A  filed  with  the  Commission  on  September  20,  2001.

(iii)     All  other  reports and documents previously and subsequently filed by
          the  Registrant  before  and  after  the  date  of  this  Registration
          Statement  pursuant  to  Sections  13(a),  13(c),  14, or 15(d) of the
          Securities  Exchange  Act  of  1934  and  prior  to  the  filing  of a
          post-effective  amendment  which indicates that all securities offered
          hereby  have  been  sold  or  which  deregisters  all  securities then
          remaining  unsold, shall be deemed to be incorporated by reference and
          to  be  a  part  hereof from the date of the filing of such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of  34,000  shares  of common stock of the Company, in addition to 50,000
shares  which  are  included  herein.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Illinois and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
<PAGE>

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

          3.1  Articles  of  Incorporation  of  the  Registrant,  as  amended
               (incorporated  by  reference).

          3.2  Bylaws  of  the  Registrant  (incorporated  by  reference).

          5.1  Opinion  of  The  Lebrecht  Group,  APLC

          10.1 Consulting  Agreement  with  Marc Barhonovich dated November 16,
               2001.

          10.2 Warrant  Agreement with Marc Harhonovich dated November16, 2001.

          10.3 Consulting  Agreement with Triway Assets, Inc. dated November 16,
               2001.

          10.4 Warrant  Agreement  with  Jesse  Ortega  dated November 16, 2001.

          10.5 Consulting  Agreement with Tomina Associates, Ltd. dated November
               16,  2001.

          10.6 Consulting  Agreement  with  David Caney dated November 16, 2001.

          10.7 Warrant  Agreement  with  David  Caney  dated  November 16, 2001.

          23.1 Consent  of  The  Lebrecht Group, APLC (included in Exhibit 5.1).

          23.2 Consent  of  S.W.  Hatfield,  Independent  Certified  Public
               Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)  The  undersigned  Registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
          made,  a  post-effective  amendment  to  this  Registration Statement:

               (i)    To include any prospectus required by section 10(a) (3) of
               the  Securities  Act  of  1933;

               (ii)   To 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,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

               (iii)  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;  provided,  however, that paragraphs (a)
               (1)(i)  and  (a)  (1)  (ii)  do  not  apply  if  the registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.
                                        5
<PAGE>

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

          (3) To remove from registration by means of a post-effective amendment
          any  of  the  securities  being  registered which remain unsold at the
          termination  of  the  offering.

     (b)  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.

     (c)  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 Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                        6
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Houston,  State  of Texas, on November 19, 2001.



                                               Humatech,  Inc.

                                               /s/  David  G.  Williams
                                               _________________________________
                                               By:     David  G.  Williams
                                               Its:    President  &  Director



          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  dates  indicated:


/s/  John  D.  Rottweiler
_____________________________
John  D.  "J.D."  Rottweiler
Chief  Financial  Officer  and  Director

                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14357}]
{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74632", "film-number": "1807601"}, "business-address": {"street1": "1718 FRYE ROAD #450", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "8007290898"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2001

                                                REGISTRATION NO. 33-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                 HUMATECH, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             ILLINOIS                                      36-3559839
  (State or Other Jurisdiction of                      (I.R.S. Employer
   Incorporation or Organization)                     Identification No.)

                            1718 FRY ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                             (Full Title of the Plan)
                              ____________________

                                David G. Williams
                            1718 Fry Road, Suite 450
                                Houston, TX 77084
                                 (281) 828-2500
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
CALCULATION OF REGISTRATION FEE
Title of Securities. .  Amount to be   Proposed Maximum              Proposed Maximum           Amount of
to be Registered . . .  Registered     Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  -------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value . . . . .  1,050,000 (2)  $                       0.45  $                 472,500  $          124.74
----------------------  -------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value . . . . .  1,000,000 (3)  $                       1.00  $               1,000,000  $          264.00

Common Stock,
no par value . . . . .  1,000,000 (4)  $                       1.50  $               1,500,000  $          396.00

TOTAL REGISTRATION FEE     3,050,000                                 $               2,950,000  $          784.74
(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of  the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported  by  the  NASDAQ  Over-The-Counter  Bulletin Board on November 16,
     2001.

(2)  Represents  shares  of  Common  Stock issued to employees, consultants, and
     legal  counsel  to  the  Company.

(3)  Represents  1,000,000 shares of Common Stock to be issued upon the exercise
     of  warrants  at  $1.00  per  share.

(4)  Represents  1,000,000 shares of Common Stock to be issued upon the exercise
     of  warrants  at  $1.50  per  share.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  Humatech,  Inc.  ("Humatech"  or  "Registrant")  and  each  of Brian A.
Lebrecht,  Marc  Barhonovich,  Tomina  Associates,  Ltd.,  Jesse  Ortega, Triway
Assets,  Inc.,  Philip  W. Johnston, and David Caney, required by Item 1 of Form
S-8  under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and  the  statement  of availability of registrant information, employee benefit
plan annual reports and other information required by Item 2 of Form S-8 will be
sent or given to participants as specified in Rule 428.  In accordance with Rule
428  and  the  requirements  of Part I of Form S-8, such documents are not being
filed  with  the Securities and Exchange Commission (the "Commission") either as
part  of  this registration statement on Form S-8 (the "Registration Statement")
or  as  prospectuses  or  prospectus supplements pursuant to Rule 424.  Humatech
will maintain a file of such documents in accordance with the provisions of Rule
428.  Upon request, Humatech shall furnish to the Commission or its staff a copy
or  copies  of  all  of  the  documents  included  in  such  file.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)       The  Registrant's  Annual  Report  dated  September  20,  2001 on Form
          10-KSB/A  filed  with  the  Commission  on  September  21,  2001.

(ii)      The  Registrant's  Quarterly  Report  dated September 19, 2001 on Form
          10-QSB/A  filed  with  the  Commission  on  September  20,  2001.

(iii)     All  other  reports and documents previously and subsequently filed by
          the  Registrant  before  and  after  the  date  of  this  Registration
          Statement  pursuant  to  Sections  13(a),  13(c),  14, or 15(d) of the
          Securities  Exchange  Act  of  1934  and  prior  to  the  filing  of a
          post-effective  amendment  which indicates that all securities offered
          hereby  have  been  sold  or  which  deregisters  all  securities then
          remaining  unsold, shall be deemed to be incorporated by reference and
          to  be  a  part  hereof from the date of the filing of such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of  34,000  shares  of common stock of the Company, in addition to 50,000
shares  which  are  included  herein.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Illinois and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

          3.1  Articles  of  Incorporation  of  the  Registrant,  as  amended
               (incorporated  by  reference).

          3.2  Bylaws  of  the  Registrant  (incorporated  by  reference).

          5.1  Opinion  of  The  Lebrecht  Group,  APLC

          10.1 Consulting  Agreement  with  Marc Barhonovich dated November 16,
               2001.

          10.2 Warrant  Agreement with Marc Harhonovich dated November16, 2001.

          10.3 Consulting  Agreement with Triway Assets, Inc. dated November 16,
               2001.

          10.4 Warrant  Agreement  with  Jesse  Ortega  dated November 16, 2001.

          10.5 Consulting  Agreement with Tomina Associates, Ltd. dated November
               16,  2001.

          10.6 Consulting  Agreement  with  David Caney dated November 16, 2001.

          10.7 Warrant  Agreement  with  David  Caney  dated  November 16, 2001.

          23.1 Consent  of  The  Lebrecht Group, APLC (included in Exhibit 5.1).

          23.2 Consent  of  S.W.  Hatfield,  Independent  Certified  Public
               Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)  The  undersigned  Registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sales are being
          made,  a  post-effective  amendment  to  this  Registration Statement:

               (i)    To include any prospectus required by section 10(a) (3) of
               the  Securities  Act  of  1933;

               (ii)   To 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,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

               (iii)  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;  provided,  however, that paragraphs (a)
               (1)(i)  and  (a)  (1)  (ii)  do  not  apply  if  the registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.
                                        5
(2) That,  for  the  purpose  of  determining  any liability under the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  BONA  FIDE  offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any  of  the  securities  being  registered which remain unsold at the
          termination  of  the  offering.

     (b)  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.

     (c)  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 Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                        6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  Houston,  State  of Texas, on November 19, 2001.

                                               Humatech,  Inc.

                                               /s/  David  G.  Williams
                                               _________________________________
                                               By:     David  G.  Williams
                                               Its:    President  &  Director

          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  dates  indicated:

/s/  John  D.  Rottweiler
_____________________________
John  D.  "J.D."  Rottweiler
Chief  Financial  Officer  and  Director

                                        7