As filed with the Securities and Exchange Commission on April 21, 2003
                           Registration No. 000-50213
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                             Aegis Assessments, Inc.
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

    Delaware                                             72-1525702
                                            (I.R.S. Employer Identification No.)
(State or Other Jurisdiction                  of Incorporation or Organization)




                          4100 Newport Place, Suite 660
                             Newport Beach, CA 92660
          (Address, including Zip Code, of Principal Executive Offices)
--------------------------------------------------------------------------------
                 AEGIS ASSESSMENTS, INC. 2002 STOCK OPTION PLAN
               AEGIS ASSESSMENTS, INC. EMPLOYEE COMPENSATION PLAN
           AEGIS ASSESSMENTS, INC., BUSINESS CONSULTING SERVICES PLAN
                            (Full Title of the Plan)
--------------------------------------------------------------------------------

                                 RICHARD REINCKE
                      Secretary and Chief Operating Officer
                             Aegis Assessments, Inc.
                          4100 Newport Place, Suite 660
                                  (877)718-7599
            (Name, address, including zip code, and telephone number,
                   including area code, of Agent for Service)

                                   Copies to:
                                  MC LAW GROUP
                              DERON M. COLBY, ESQ.
                          4100 Newport Place, Suite 830
                             Newport Beach, CA 92660
                              (949)250-8655 (phone)
                               (949)250-8656 (fax)



                                       1
<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
         <S>                      <C>                     <C>                     <C>                     <C>
---------------------- ----------------------- ------------------------ ------------------------ ---------------------
 Title of Securities            Amount            Proposed maximum              Proposed              Amount of
  to be Registered             to be                offering price               maximum            registration fee
                           registered (1)              per share                aggregate
                                                                              offering price
---------------------- ----------------------- ------------------------ ------------------------ ---------------------
  Common Stock for       6,915,000 Shares             $1.00(2)                $6,915,000               $559.42
   authorized but
   unissued stock
      options
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
  Common Stock for
   authorized and        3,085,000 Shares             $0.23(3)                 $709,550                 $57.40
issued stock options
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
Common Stock issued
  under employment
   agreements and         234,000 Shares              $1.00(2)                 $234,000                 $18.94
     consulting
     agreements
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
       Total             10,234,000 Shares                                    $7,858,550               $635.76
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
</TABLE>

(1) This registration statement covers the following shares of our common stock:
(i) 10,000,000 shares of our common stock issuable under the Aegis Assessments,
Inc. 2002 Stock Option Plan, options for 3,085,000 of which are currently
granted, including all shares issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of common stock; (ii) 52,500 shares issued to Eric Johnson
under our Employment Compensation Plan and Mr. Johnson's written employment
agreement dated April 1, 2002 and addendum thereto dated March 28, 2003; (iii)
51,500 shares issued to Richard Reincke under our Employment Compensation Plan
and Mr. Reincke's written employment agreement dated May 1, 2002 and addendum
thereto dated March 28, 2003; (iv) 100,000 shares issued to Lars Johnson
pursuant to a written consulting agreement dated October 15, 2002; and (v)
30,000 shares issued to Stephen Stubblefield pursuant to a written consulting
agreement dated December 16, 2002.

(2) Estimated solely for the purpose of calculating the registration fee under
Rule 457(h) of the Securities Act.

(3) Weighted average of exercise price of all outstanding options.


                                       2
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.    Plan Information.

The Stock Option Plan. Not included in this Registration Statement but provided
or to be provided to Plan participants pursuant to Rule 428(b) of the Securities
Act of 1933, as amended (the "Securities Act"). The document(s) containing the
information specified in this Part I will be sent or given to employees as
specified by Rule 428(b)(1) (230.428(b)(1)). Such documents need not be filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 (230.424). These
documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
See Rule 428(a)(1) (230.428(a)(1)).

The Employee Compensation Plan. We are offering the following shares of our
common stock to the following individuals for services performed as our
employees. The issuance of the shares is being made pursuant to an Employee
Compensation Plan which was adopted by our Board of Directors. The shares issued
hereunder will not be subject to any resale restrictions. The Employee
Compensation Plan is not qualified under ERISA. The following individuals have
received the number of shares listed next to their names:

o        52,500 shares of our common stock were issued to Eric Johnson under our
         Employment Compensation Plan and Mr. Johnson's written employment
         agreement dated April 1, 2002 and addendum thereto dated March 28,
         2003.

o        51,500 shares of our common stock were issued to Richard Reincke under
         our Employment Compensation Plan and Mr. Reincke's written employment
         agreement dated May 1, 2002 and addendum thereto dated March 28, 2003.

The services for which these shares are being issued are not in connection with
any offer or sale of securities in a capital raising transaction and does not
directly or indirectly promote or maintain a market for our securities.

The Business Consulting Services Plan. We are offering the following shares of
our common stock to the following individuals for business consulting services
performed on our behalf. The issuance of the shares is being made pursuant to a
Business Consulting Services Plan which was adopted by our Board of Directors.
The shares issued hereunder will not be subject to any resale restrictions. The
Business Consulting Services Plan is not qualified under ERISA. The following
individuals have received the number of shares listed next to their names:

o        100,000 shares of our common stock were issued to Lars Johnson pursuant
         to a written consulting agreement dated October 15, 2002.


                                       3
<PAGE>


o        30,000 shares of our common stock were issued to Stephen Stubblefield
         pursuant to a written consulting agreement dated December 16, 2002.

The consulting services for which these shares are being issued are not in
connection with any offer or sale of securities in a capital raising transaction
and does not directly or indirectly promote or maintain a market for our
securities.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents incorporated by reference in Item 3 of Part II of this
registration statement are incorporated by reference in the Section 10(a)
prospectus and these documents are available, without charge, upon written or
oral request directed to Aegis Assessments, Inc., attn: Richard Reincke, Chief
Operating Officer, at 4100 Newport Place, Suite 660, Newport Beach, CA 92660,
tel. 877.718.7599. All other documents required to be delivered to employees
pursuant to Rule 428(b) (230.428(b)) are also available without charge, upon
written or oral request, at the same address and telephone number.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to documents we file with the SEC. The information incorporated by reference
is considered to be part of this registration statement. Information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this registration
statement have been sold or deregistered:

o        Quarterly Report on Form 10-QSB for the quarter ended January 1,
         2003;  and
o        Description of our common stock contained in our Registration Statement
         on Form SB-2 (File No. 33-100462) filed on October 9, 2002, and all
         amendments thereto.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Mc Law Group, which is rendering the legal opinion for this registration
statement, owns 400,000 shares of our common stock.

Item 6. Indemnification of Directors and Officers. Our company is a Delaware
corporation. Article Sixth of


                                       4
<PAGE>

our Amended and Restated Certificate of Incorporation provides, among other
things, that our directors shall not be personally liable to us or our
shareholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as the same exists or may
be amended. The Delaware General Corporation Law currently provides that a
director of a Delaware corporation may not be exempted from liability for:

o        any breach of such director's duty of loyalty to us or our
         shareholders;
o        acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law;
o        liability for unlawful payments of dividends or unlawful stock purchase
         or redemption by us; or
o        for any transaction from which such director derived any improper
         personal benefit.

Accordingly, our directors may have no liability to our shareholders for any
mistakes or errors of judgment or for any act of omission, unless such act or
omission involves intentional misconduct, fraud, or a knowing violation of law
or results in unlawful distributions to our shareholders.

Article III Section 17 of our bylaws provides that we will indemnify our
directors, officers, employees and agents as specified in Article VI of our
bylaws. Article VI of our bylaws provides that we will indemnify our directors,
officers, employees and agents to the fullest and most complete extent permitted
by Delaware General Corporation Law, as the same exists or may be amended.

Section 145 of the Delaware General Corporation Law provides that a corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any pending, threatened, or
completed civil, criminal, administrative, or arbitration action, suit, or
proceeding, or any appeal therein or any inquiry or investigation which could
result in such action, suit, or proceeding, because of his or her being or
having been our director, officer, employee, or agent or of any constituent
corporation absorbed by us in a consolidation or merger or by reason of his or
her being or having been a director, officer, trustee, employee, or agent of any
other corporation or of any partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or such enterprise, serving as such at our request
or of any such constituent corporation, or the legal representative of any such
director, officer, trustee, employee, or agent, from and against any and all
reasonable costs, disbursements, and attorney's fees, and any and all amounts
paid or incurred in satisfaction of settlements, judgments, fines, and
penalties, incurred or suffered in connection with any such proceeding.


                                       5
<PAGE>

We anticipate that we will enter into indemnification agreements with each of
our directors, executive officers and controlling persons pursuant to which we
will agree to indemnify each such person for all expenses and liabilities,
including criminal monetary judgments, penalties and fines, incurred by such
person in connection with any criminal or civil action brought or threatened
against such person by reason of such person being or having been our director,
officer or controlling person. To be entitled to indemnification by us, the
person must have acted in good faith and in a manner the person believed to be
in our best interests and, with respect to criminal actions, the person must
have had no reasonable cause to believe his or her conduct was unlawful.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits specified on the attached "Exhibit Index" 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.

Item 9. Undertakings.

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;

(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 the undertakings set forth in paragraphs (i) and (ii) above do not
apply if 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 SEC 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.

(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.


                                       6
<PAGE>


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

The 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 provisions summarized in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the SEC 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.




                                       7
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act, 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, California, on the 21st day of April, 2003.

AEGIS ASSESSMENTS, INC.


By:  /s/ Eric Johnson
         Eric Johnson
Its:     Chairman, President and Chief Executive Officer


                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eric Johnson as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, granting unto said attorneys-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.

Signature                       Title                                 Date

/s/ Eric Johnson
-----------------      chairman, president, chief
Eric Johnson           executive officerand director              April 21, 2003

/s/ Richard Reincke
-------------------    secretary, principal financial officer,
Richard Reincke        principal accounting officer,
                       chief operating officer  and director      April 21, 2003

/s/ Joseph King
---------------        director                                   April 21, 2003
Joseph King



                                       8
<PAGE>


                                  EXHIBIT INDEX
Exhibit

Number       Description
-------      -----------

4.1      Amended and Restated Certificate of Incorporation (incorporated by
         reference to exhibit 3.1 to our Registration Statement on Form SB-2
         (File No. 33-100462) filed October 9, 2002).

4.2      Bylaws (incorporated by reference to exhibit 3.2 to our Registration
         Statement on Form SB-2 (File No. 33-100462) filed October 9, 2002).

5        Opinion of MC Law Group.

23.1     Consent of MC Law Group (included in Exhibit 5).

23.2     Consent of Independent Auditors.

24       Power of Attorney (included on Signature Page).

99.1     Aegis Assessments, Inc. 2002 Stock Option Plan (incorporated by
         reference to exhibit 10.8 to our Registration Statement on Form SB-2
         (File No. 33-100462) filed October 9, 2002).

99.2     Employment Agreement dated April 1, 2002 between us and Eric Johnson
         (incorporated by reference to exhibit 10.1 to our Registration
         Statement on Form SB-2 (File No. 33-100462) filed October 9, 2002).

99.3     Addendum to Eric Johnson Employment Agreement

99.4     Employment Agreement dated May 1, 2002 between us and Richard Reincke
         (incorporated by reference to exhibit 10.2 to our Registration
         Statement on Form SB-2 (File No. 33-100462) filed October 9, 2002).

99.5     Addendum to Richard Reincke Employment Agreement

99.6     Consulting Agreement dated October 15, 2002 between us and Lars Johnson
         (incorporated by reference to exhibit 10.8 to Amendment No. 4 to our
         Registration Statement on Form SB-2 (File No. 33-100462) filed February
         19, 2003).

99.7     Consulting Agreement dated December 16, 2002 between us and Stephen
         Stubblefield.
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{"company-data": {"conformed-name": "AEGIS ASSESSMENTS INC", "cik": "0001183075", "assigned-sic": "3669", "irs-number": "721525702", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104658", "film-number": "03657378"}, "business-address": {"street1": "4100 NEWPORT PLACE", "street2": "SUITE 660", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "877.718.7599"}}
As filed with the Securities and Exchange Commission on April 21, 2003
                           Registration No. 000-50213
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                             Aegis Assessments, Inc.
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

    Delaware                                             72-1525702
                                            (I.R.S. Employer Identification No.)
(State or Other Jurisdiction                  of Incorporation or Organization)

                          4100 Newport Place, Suite 660
                             Newport Beach, CA 92660
          (Address, including Zip Code, of Principal Executive Offices)
--------------------------------------------------------------------------------
                 AEGIS ASSESSMENTS, INC. 2002 STOCK OPTION PLAN
               AEGIS ASSESSMENTS, INC. EMPLOYEE COMPENSATION PLAN
           AEGIS ASSESSMENTS, INC., BUSINESS CONSULTING SERVICES PLAN
                            (Full Title of the Plan)
--------------------------------------------------------------------------------

                                 RICHARD REINCKE
                      Secretary and Chief Operating Officer
                             Aegis Assessments, Inc.
                          4100 Newport Place, Suite 660
                                  (877)718-7599
            (Name, address, including zip code, and telephone number,
                   including area code, of Agent for Service)

                                   Copies to:
                                  MC LAW GROUP
                              DERON M. COLBY, ESQ.
                          4100 Newport Place, Suite 830
                             Newport Beach, CA 92660
                              (949)250-8655 (phone)
                               (949)250-8656 (fax)

                                       1
CALCULATION OF REGISTRATION FEE
---------------------- ----------------------- ------------------------ ------------------------ ---------------------
 Title of Securities            Amount            Proposed maximum              Proposed              Amount of
  to be Registered             to be                offering price               maximum            registration fee
                           registered (1)              per share                aggregate
                                                                              offering price
---------------------- ----------------------- ------------------------ ------------------------ ---------------------
  Common Stock for       6,915,000 Shares             $1.00(2)                $6,915,000               $559.42
   authorized but
   unissued stock
      options
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
  Common Stock for
   authorized and        3,085,000 Shares             $0.23(3)                 $709,550                 $57.40
issued stock options
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
Common Stock issued
  under employment
   agreements and         234,000 Shares              $1.00(2)                 $234,000                 $18.94
     consulting
     agreements
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
       Total             10,234,000 Shares                                    $7,858,550               $635.76
--------------------- ------------------------ ------------------------ ------------------------ ---------------------
(1) This registration statement covers the following shares of our common stock:
(i) 10,000,000 shares of our common stock issuable under the Aegis Assessments,
Inc. 2002 Stock Option Plan, options for 3,085,000 of which are currently
granted, including all shares issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of common stock; (ii) 52,500 shares issued to Eric Johnson
under our Employment Compensation Plan and Mr. Johnson's written employment
agreement dated April 1, 2002 and addendum thereto dated March 28, 2003; (iii)
51,500 shares issued to Richard Reincke under our Employment Compensation Plan
and Mr. Reincke's written employment agreement dated May 1, 2002 and addendum
thereto dated March 28, 2003; (iv) 100,000 shares issued to Lars Johnson
pursuant to a written consulting agreement dated October 15, 2002; and (v)
30,000 shares issued to Stephen Stubblefield pursuant to a written consulting
agreement dated December 16, 2002.

(2) Estimated solely for the purpose of calculating the registration fee under
Rule 457(h) of the Securities Act.

(3) Weighted average of exercise price of all outstanding options.

                                       2
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.    Plan Information.

The Stock Option Plan. Not included in this Registration Statement but provided
or to be provided to Plan participants pursuant to Rule 428(b) of the Securities
Act of 1933, as amended (the "Securities Act"). The document(s) containing the
information specified in this Part I will be sent or given to employees as
specified by Rule 428(b)(1) (230.428(b)(1)). Such documents need not be filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 (230.424). These
documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
See Rule 428(a)(1) (230.428(a)(1)).

The Employee Compensation Plan. We are offering the following shares of our
common stock to the following individuals for services performed as our
employees. The issuance of the shares is being made pursuant to an Employee
Compensation Plan which was adopted by our Board of Directors. The shares issued
hereunder will not be subject to any resale restrictions. The Employee
Compensation Plan is not qualified under ERISA. The following individuals have
received the number of shares listed next to their names:

o        52,500 shares of our common stock were issued to Eric Johnson under our
         Employment Compensation Plan and Mr. Johnson's written employment
         agreement dated April 1, 2002 and addendum thereto dated March 28,
         2003.

o        51,500 shares of our common stock were issued to Richard Reincke under
         our Employment Compensation Plan and Mr. Reincke's written employment
         agreement dated May 1, 2002 and addendum thereto dated March 28, 2003.

The services for which these shares are being issued are not in connection with
any offer or sale of securities in a capital raising transaction and does not
directly or indirectly promote or maintain a market for our securities.

The Business Consulting Services Plan. We are offering the following shares of
our common stock to the following individuals for business consulting services
performed on our behalf. The issuance of the shares is being made pursuant to a
Business Consulting Services Plan which was adopted by our Board of Directors.
The shares issued hereunder will not be subject to any resale restrictions. The
Business Consulting Services Plan is not qualified under ERISA. The following
individuals have received the number of shares listed next to their names:

o        100,000 shares of our common stock were issued to Lars Johnson pursuant
         to a written consulting agreement dated October 15, 2002.

                                       3
o        30,000 shares of our common stock were issued to Stephen Stubblefield
         pursuant to a written consulting agreement dated December 16, 2002.

The consulting services for which these shares are being issued are not in
connection with any offer or sale of securities in a capital raising transaction
and does not directly or indirectly promote or maintain a market for our
securities.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents incorporated by reference in Item 3 of Part II of this
registration statement are incorporated by reference in the Section 10(a)
prospectus and these documents are available, without charge, upon written or
oral request directed to Aegis Assessments, Inc., attn: Richard Reincke, Chief
Operating Officer, at 4100 Newport Place, Suite 660, Newport Beach, CA 92660,
tel. 877.718.7599. All other documents required to be delivered to employees
pursuant to Rule 428(b) (230.428(b)) are also available without charge, upon
written or oral request, at the same address and telephone number.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to documents we file with the SEC. The information incorporated by reference
is considered to be part of this registration statement. Information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this registration
statement have been sold or deregistered:

o        Quarterly Report on Form 10-QSB for the quarter ended January 1,
         2003;  and
o        Description of our common stock contained in our Registration Statement
         on Form SB-2 (File No. 33-100462) filed on October 9, 2002, and all
         amendments thereto.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Mc Law Group, which is rendering the legal opinion for this registration
statement, owns 400,000 shares of our common stock.

Item 6. Indemnification of Directors and Officers. Our company is a Delaware
corporation. Article Sixth of

                                       4
our Amended and Restated Certificate of Incorporation provides, among other
things, that our directors shall not be personally liable to us or our
shareholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as the same exists or may
be amended. The Delaware General Corporation Law currently provides that a
director of a Delaware corporation may not be exempted from liability for:

o        any breach of such director's duty of loyalty to us or our
         shareholders;
o        acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law;
o        liability for unlawful payments of dividends or unlawful stock purchase
         or redemption by us; or
o        for any transaction from which such director derived any improper
         personal benefit.

Accordingly, our directors may have no liability to our shareholders for any
mistakes or errors of judgment or for any act of omission, unless such act or
omission involves intentional misconduct, fraud, or a knowing violation of law
or results in unlawful distributions to our shareholders.

Article III Section 17 of our bylaws provides that we will indemnify our
directors, officers, employees and agents as specified in Article VI of our
bylaws. Article VI of our bylaws provides that we will indemnify our directors,
officers, employees and agents to the fullest and most complete extent permitted
by Delaware General Corporation Law, as the same exists or may be amended.

Section 145 of the Delaware General Corporation Law provides that a corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any pending, threatened, or
completed civil, criminal, administrative, or arbitration action, suit, or
proceeding, or any appeal therein or any inquiry or investigation which could
result in such action, suit, or proceeding, because of his or her being or
having been our director, officer, employee, or agent or of any constituent
corporation absorbed by us in a consolidation or merger or by reason of his or
her being or having been a director, officer, trustee, employee, or agent of any
other corporation or of any partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or such enterprise, serving as such at our request
or of any such constituent corporation, or the legal representative of any such
director, officer, trustee, employee, or agent, from and against any and all
reasonable costs, disbursements, and attorney's fees, and any and all amounts
paid or incurred in satisfaction of settlements, judgments, fines, and
penalties, incurred or suffered in connection with any such proceeding.

                                       5
We anticipate that we will enter into indemnification agreements with each of
our directors, executive officers and controlling persons pursuant to which we
will agree to indemnify each such person for all expenses and liabilities,
including criminal monetary judgments, penalties and fines, incurred by such
person in connection with any criminal or civil action brought or threatened
against such person by reason of such person being or having been our director,
officer or controlling person. To be entitled to indemnification by us, the
person must have acted in good faith and in a manner the person believed to be
in our best interests and, with respect to criminal actions, the person must
have had no reasonable cause to believe his or her conduct was unlawful.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits specified on the attached "Exhibit Index" 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.

Item 9. Undertakings.

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;

(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 the undertakings set forth in paragraphs (i) and (ii) above do not
apply if 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 SEC 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.

(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.

                                       6
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

The 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 provisions summarized in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the SEC 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.

                                       7
SIGNATURES

Pursuant to the requirements of the Securities Act, 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, California, on the 21st day of April, 2003.

AEGIS ASSESSMENTS, INC.

By:  /s/ Eric Johnson
         Eric Johnson
Its:     Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eric Johnson as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, granting unto said attorneys-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.

Signature                       Title                                 Date

/s/ Eric Johnson
-----------------      chairman, president, chief
Eric Johnson           executive officerand director              April 21, 2003

/s/ Richard Reincke
-------------------    secretary, principal financial officer,
Richard Reincke        principal accounting officer,
                       chief operating officer  and director      April 21, 2003

/s/ Joseph King
---------------        director                                   April 21, 2003
Joseph King

                                       8
EXHIBIT INDEX
Exhibit

Number       Description
-------      -----------

4.1      Amended and Restated Certificate of Incorporation (incorporated by
         reference to exhibit 3.1 to our Registration Statement on Form SB-2
         (File No. 33-100462) filed October 9, 2002).

4.2      Bylaws (incorporated by reference to exhibit 3.2 to our Registration
         Statement on Form SB-2 (File No. 33-100462) filed October 9, 2002).

5        Opinion of MC Law Group.

23.1     Consent of MC Law Group (included in Exhibit 5).

23.2     Consent of Independent Auditors.

24       Power of Attorney (included on Signature Page).

99.1     Aegis Assessments, Inc. 2002 Stock Option Plan (incorporated by
         reference to exhibit 10.8 to our Registration Statement on Form SB-2
         (File No. 33-100462) filed October 9, 2002).

99.2     Employment Agreement dated April 1, 2002 between us and Eric Johnson
         (incorporated by reference to exhibit 10.1 to our Registration
         Statement on Form SB-2 (File No. 33-100462) filed October 9, 2002).

99.3     Addendum to Eric Johnson Employment Agreement

99.4     Employment Agreement dated May 1, 2002 between us and Richard Reincke
         (incorporated by reference to exhibit 10.2 to our Registration
         Statement on Form SB-2 (File No. 33-100462) filed October 9, 2002).

99.5     Addendum to Richard Reincke Employment Agreement

99.6     Consulting Agreement dated October 15, 2002 between us and Lars Johnson
         (incorporated by reference to exhibit 10.8 to Amendment No. 4 to our
         Registration Statement on Form SB-2 (File No. 33-100462) filed February
         19, 2003).

99.7     Consulting Agreement dated December 16, 2002 between us and Stephen
         Stubblefield.