SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

                         TECHNICAL VENTURES INC.
         (Exact name of registrant as specified in its charter)

NEW YORK                                                  13-3296819
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)


3411 McNicoll Avenue, Unit 11, Scarborough,Ontario, Canada M1V 2V6 Canada
             (Address of principal executive offices, Zip Code)


              The 2002 Benefit Plan of Technical Ventures Inc.
                          (Full title of the plan)

               Larry Leverton, 3411 McNicoll Ave., Unit 11,
                  Scarborough, Ontario, Canada M1V 2V6

         (Name, address, including zip code, of agent for service)


             Telephone number for Issuer: (416) 299 - 9280

<TABLE>
<CAPTION>
<S>                                    <C>                <C>                     <C>
                         CALCULATION OF REGISTRATION FEE

Title of Securities to             Amounts to        Proposed Maximum      Proposed Maximum
Be Registered                      Be                Offering Price        Aggregate Offering
                                   Registered        Per Share(1)          Price


Common Stock, 0.01 ParValue        4,000,000           $0.11                $440,000
</TABLE>

(1)   Bona Fide estimate of maximum offering price solely for calculating the
      Registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
      based on the average bid and asked price of the registrant's common stock
      as of Dec. 23, 2002 a date within five business days prior to the date
      of filing of this registration statement.

      In addition, pursuant to Rule 416(c)under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Plan described herein.


                                    Page -1-
<PAGE>


                    2002 Benefit Plan of Technical Ventures Inc.
                   Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director
who participates in the Plan.



Registration Statement Item Numbers             Prospectus Heading

1. Plan Information                             Section 10(a) Prospectus

2. Registrant Information and
   Employee Plan Annual Information             Section 10(a) Prospectus



                                    PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents filed by Technical Ventures Inc., a New York
        State corporation (the "Company"), with the Securities and Exchange
        Commission (the "Commission") are hereby incorporated by reference:

        1. The Company's Annual Report on Form 10-KSB for the fiscal year
           ended June 30, 2002.

        2. All reports filed by the Company with the Commission pursuant to
           Section 13(a) or 15(d) of the Exchange Act of 1934, as amended
           (the "Exchange Act"), since the end of the fiscal year ended
           June 30, 2002.

        Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all
reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4. Description of Securities

        The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under
Section 12 of the Exchange Act. A description of such securities is contained
in the Company's Form S-18 filed with the Commission in May 1987, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3.Incorporation of
Documents by Reference.")

                                    Page -2-


<PAGE>
Item 5. Interests of Named Experts and Counsel

No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for
the Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent
basis or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.  Mr. Joseph Sierchio, a member
of the firm of Eiseman Levine Lehrhaupt & Kakoyiannis PC, owns 462,500 shares
of the Company's common stock.

Item 6. Indemnification of Directors and Officers

The New York State Corporation Law ("NYCL") permits a New York State Corporation
to include in its charter a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breaches of fiduciary duty, including conduct that could be
characterized as negligence or gross negligence. However, the NYCL provides
that the charter can not eliminate or limit liability for (a) breaches of the
director's duty of loyalty, (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violation of the law, (c) an
unlawful distribution, or (d) the receipt or improper personal benefits. The
NYCL further provides that no such provision will eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. Our current charter includes a
provision eliminating director liability for monetary damages for breaches of
fiduciary duty to the maximum extent permitted by the NYCL.

At present the Company has not entered into individual indemnity agreements
with its Officers or Directors. The Company's By-Laws and Certificate of
Incorporation, however, provide a blanket indemnification that the Company
shall indemnify, to the fullest extent under New York State law, its directors
and officers against certain liabilities incurred with respect to their
service in such capabilities. In addition, the Certificate of Incorporation
provides that the personal liability of directors and officers to the Company
and its stockholders for monetary damages will be limited.

Item 7. Exemption from Registration Claimed

        No restricted securities are being re-offered or resold pursuant to
        this registration statement.

Item 8. Exhibits.

        The exhibits attached to this Registration Statement are listed in the
        Exhibit Index, which is found on page 7.

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 to
        include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement.

        (2) To treat, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment as a new
        registration statement relating to the securities

                                    Page -3-

<PAGE>

        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 this 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 dedfense 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.


                         [This Space Intentionally Left Blank]










                                    Page -4-





<Page>


                                   SIGNATURES


     Pursuant to the requirements of the Securities ACt of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, therunto
duly authorized, on December 24, 2002.

                                                Technical Ventures Inc.


                                            By: /S/Frank Mortimer
                                                Frank Mortimer, President
                                                & CEO


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry Leverton with power of substituion, as
his attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof.



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.


Signature                             Title                      Date


/S/Frank Mortimer                President and Director         Dec. 24, 2002
Frank Mortimer

/S/Bryan Carter                  Vice President & Director      Dec. 24, 2002
Bryan Carter

/S/Larry Leverton                Vice President & Director      Dec. 24, 2002
Larry Leverton







                                    Page -5-


<PAGE>












                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   EXHIBITS

                                      TO

                                   FORM S-8

                             REGISTRATION STATEMENT


                                     UNDER


                          THE SECURITIES ACT OF 1933





                            Technical Ventures, Inc.

                         (A New York State Corporation)
















                                    Page -6-



<PAGE>







                                  INDEX TO EXHIBITS





<TABLE>
<CAPTION>
<s>                     <c>                        <c>

Exhibits             SEC Ref. No.          Description of Exhibit

A                        4                 2002 Stock Benefit Plan of the
                                           Company

B                        5,
                      23(b)                Opinion of Counsel
                                           Consent of Counsel


C                      23(a)               Consent of Accountant

D                        99                Section 10(a) Prospectus

</TABLE>

















                                    Page -7-








<PAGE>








                           THE 2002 BENEFIT PLAN

                                    OF

                          TECHNICAL VENTURES INC.












































                                    Page -8-


<PAGE>
THE 2002 BENEFIT PLAN OF TECHNICAL VENTURES INC.

Technical Ventures Inc., a New York State corporation (the "Company"), hereby
adopts The 2002 Benefit Plan of Technical Ventures Inc. (the "Plan") this
9th day of December, 2002.  Under the Plan, the Company may issue stock,
or grant options to acquire the Company's common stock, par value $0.01
(the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein ("Benefits") .
In addition, at the discretion of the Board of Directors, Benefits may from
time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction. No stock may be issued, or
option granted under the benefit plan to consultants, advisors, or other
persons who directly or indirectly promote or maintain a market for the
Company's securities.

1. Purpose of the Plan.

The Plan is intended to aid the Company in maintaining and developing a
management team, attracting qualified officers and employees capable of
assuring the future success of the Company, and rewarding those individuals
who have contributed to the success of the Company. The Company has designed
this Plan to aid it in retaining the services of executives, employees,
consultants and advisors, and in attracting new personnel when needed for
future operations and growth and to provide such personnel with an incentive
to remain employees of the Company, to use their best efforts to promote the
success of the Company's business, and to provide them with an opportunity to
obtain or increase a proprietary interest in the Company. It is also designed
to permit the Company to reward those individuals who are not employees of
the Company but who management perceives to have contributed to the success
of the Company or who are important to the continued business and operations
of the Company. The above goals will be achieved through the granting of
Benefits.

2. Administration of this Plan.

Administration of this Plan shall be determined by the Company's Board of
Directors (the "Board").  Subject to compliance with applicable provisions of
the governing law, the Board may delegate administration of this Plan or
specific administrative duties with respect to this Plan on such terms and to
such committees of the Board as it deems proper (hereinafter the Board or its
authorized committee shall be referred to as "Plan Administrators") . The
interpretation and construction of the terms of this Plan by the Plan
Administrators thereof shall be final and binding on all participants in this
Plan absent a showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan.  Any Benefit approved by a majority vote
of those Plan Administrators attending a duly and properly held meeting shall
be valid. Any Benefit approved by the Plan Administrators shall be approved
as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan.  A total of four million (4,000,000)
shares of Stock may be subject to, or issued pursuant to Benefits granted
under this Plan. If any right to acquire Stock granted under this Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

                                     Page -9-
<Page>
4. Reservation of Stock on Granting of Option.

At the time any Option is granted under the terms of this Plan, the Company
will reserve for issuance the number of shares of Stock subject to such
Option until it is exercised or expires. The Company may reserve either
authorized but unissued shares or issued shares reacquired by the Company.

5. Eligibility.

The Plan Administrators may grant Benefits to employees, officers, and
directors of the Company and its subsidiaries, as may be existing from time
to time, and to other individuals who are not employees of the Company or its
subsidiaries, including consultants and advisors, provided
that such consultants and advisors render bona fide services to the Company or
its subsidiaries and such services are not rendered in connection with the
offer or sale of securities in a capital-raising transaction. In any case,
the Plan Administrators shall determine, based on the foregoing limitations
and the Company's best interests, which employees, officers, directors,
consultants and advisors are eligible to participate in this Plan. Benefits
shall be in the amounts, and shall have the rights and be subject to the
restrictions, as may be determined by the Plan Administrators, all as may be
within the provisions of this Plan.

6.Term of Options issued as Benefits and Certain Limitations on Right to
  Exercise.

     a. Each Option issued as a benefit hereunder ("Option") shall have its
     term established by the Plan Administrators at the time the Option is
     granted.

     b. The term of the Option, once it is granted, may be reduced provided
     for in this Plan and under the express written provisions of the Option.

     c. Unless otherwise specifically provided by the written provisions of
     the Option or required by applicable disclosure or other legal
     requirements promulgated by the Securities and Exchange Commission
     ( "SEC" ) , no participant of this Plan or his or her legal
     representative, legatee, or distributee will be, or shall be deemed to be,
     a holder of any shares subject to an Option unless and until such
     participant exercises his or her right to acquire all or a portion of the
     Stock subject to the Option and delivers the required consideration to the
     Company in accordance with the terms of this Plan and then only as to the
     number of shares of Stock acquired. Except as specifically provided in
     this Plan or as otherwise specifically provided by the written provisions
     of the Option, no adjustment to the exercise price or the number of shares
     of Stock subject to the Option shall be made for dividends or other rights
     for which the record date is prior to the date on which the Stock subject
     to the Option is acquired by the holder.

     d. Options shall vest and become exercisable at such time or times and
     on such terms as the Plan Administrators may determine at the time of the
     grant of the Option.

     e. Options may contain such other provisions, restrictions on the vesting
     and exercise of Administrators may deem advisable.

     f. In no event may an Option be exercised after the expiration of its
     term.

     g. Options shall be non-transferable, except by the laws of descent and
     distribution.

     h. No option shall be deemed to give the holder thereof any rights as a
     shareholder of the Company.

     i. No option grant under the Plan shall become effective until an Option
     Agreement, setting forth the specific terms of the Option is executed
     and delivered.
                                    Page -10-

<Page>

7. Exercise Price.

   The Plan Administrators shall establish the exercise price payable to the
   Company for shares to be obtained pursuant to Options, which exercise
   price may be amended from time to time as the Plan Administrators shall
   determine.

8. Payment of Exercise Price.

   The exercise of any Option shall be contingent on receipt by the Company
   of the exercise price paid in either cash, certified or personal check
   payable to the Company.

9. Withholding.

   If the grant of a Benefit hereunder, or exercise of an Option given as a
   Benefit is subject to withholding or other trust fund payment requirements
   of the Internal Revenue Code of 1986, as amended (the "Code"), or
   applicable state or local laws, the Company will initially pay the
   Optionee's liability and will be reimbursed by Optionee no later than six
   months after such liability arises and Optionee hereby agrees to such
   reimbursement terms.

10. Dilution or Other Adjustment.

    The shares of Common Stock subject to this Plan and the exercise price of
    outstanding Options are subject to proportionate adjustment in the event
    of a stock dividend on the Common Stock or a change in the number of
    issued and outstanding shares of Common Stock as a result of a stock
    split, consolidation, or other recapitalization. The Company, at its
    option, may adjust the Options, issue replacements, or declare Options
    void.

11. Benefits to Foreign Nationals.

    The Plan Administrators may, in order to fulfill the purpose of this Plan
    and without amending this Plan, grant Benefits to foreign nationals or
    individuals residing in foreign countries that contain provisions,
    restrictions, and limitations different from those set forth in this Plan
    and the Benefits made to United States residents in order to recognize
    differences among the countries in law, tax policy, and custom. Such
    grants shall be made in an attempt to give such individuals essentially
    the same benefits as contemplated by a grant to United States residents
    under the terms of this Plan.

12. Listing and Registration of Shares.

    Each Option shall be subject to the requirement that if at any time the
    Plan Administrators shall determine, in their sole discretion, that it
    is necessary or desirable to list, register, or qualify the shares
    covered thereby on any securities exchange or under any state or federal
    law, or obtain the consent or approval of any governmental agency or
    regulatory body as a condition of, or in connection with, the granting of
    such Option or the issuance or purchase of shares thereunder, such Option
    may not be exercised in whole or in part unless and until such listing,
    registration, consent, or approval shall have been effected or obtained
    free of any conditions not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan.

    This Plan may be abandoned or terminated at any time by the Plan
    Administrators except with respect to any Options then outstanding under
    this Plan. This Plan shall otherwise terminate on the earlier of the date
    that is five years from the date first appearing in this Plan or the date
    on which the 4 millionth share is issued hereunder.

14. Amendment of this Plan.

    This Plan may not be amended in any six month period, other than to comport
    with changes in the Code or the Employee Retirement Income Security Act or
    the rules and regulations promulgated thereunder. The Plan Administrators
    may modify and amend this plan in any respect.

                                      ATTEST:/S/Larry Leverton
                                             Larry Leverton

                                    Page -11-

<PAGE>


                                EISMAN LEVINE
                           LEHRHAUPT & KAKOYIANNIS
                         A Professional Corporation
                              845 THIRD AVENUE
                          NEW YORK, NEW YORK 10022

                          Telephone (212) 752-1000
                          Facsimile (212) 355-0648



                                                  December 23, 2002


Board of Directors
Technical Ventures Inc.
3411 McNicoll Ave. Unit 11
Scarborough, Ontario, Canada
M1V  2V6


   Re: Technical Ventures Inc. - Form S-8

Gentlemen:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Technical Ventures Inc., a New York
corporation (the "Company"), offered and to be offered pursuant to the Company's
Stock Option PLan (the "Plan"), we have examined the Certificate of
Incorporation, By-Laws and such other documents, including the Registration
Statement of Form S-8, dated the date hereof, to be filed with the Securities
and Exchange Commission relating to such shares (the "Registration Statement"),
and have reviewed such matters of law, as we havge deemed necessary for this
opinion.  Accordingly, based upon the foregoing, we are of the opinion that:

   1.  The Company is a corporation duly organized and existing under the laws
       of New York;

   2.  The Company has duly authorized the issuance of the shares of Common
       Stock which may be issued pursuant to the Plan; and

   3.  The shares which may be issued pursuant to the Plan will be, upon
       issuance in accordance with the terms of the Plan, validly issued and
       outstanding and fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.


Very truly yours,


/S/ Joseph Sierchio, Esq.
    Joseph Sierchio, Esq.



                                      Page -12-

<PAGE>

Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTS
TORONTO, MONTREAL, OTTAWA




                           CONSENT OF INDEPENDED AUDITORS


Technical Ventures Inc. and Subsidiaries
Scarborough, Ontario  Canada


We have issued our report dated August 15,2002, relating to the consolidated
financial statements of Technical Ventures Inc. and subsidiaries for the years
ended June 30, 2002 and June 30, 2001 appearing in the Company's Form 10-KSB.
Such report has been incorporated by reference in this Registration Statement.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of the aforementioned reports and to the use of our name as it appears
under the caption "Experts".


SCHWARTZ LEVITSKY FELDMAN LLP

/S/ Schwartz Levitsky Feldman llp
    SCHWARTZ LEVITSKY FELDMAN LLP

Toronto, Ontario, Canada
December 18, 2002



1167 Caledonia Road
Toronto, Ontario, M6A 2X1
Tel: 416 785 5353
Fax: 416 785 5663


                                    Page -13-

<Page>

                         SECTION 10(A) PROSPECTUS OF

                           TECHNICAL VENTURES INC.

                             December 24,2002

This document constitutes part of a prospectus covering
securities of Technical Ventures Inc., a New York State corporation
(the "Company"), that have been registered under the Securities Act of
1933, as amended (the "Securities Act") . This document, a Section 10(a)
Prospectus, contains and constitutes four sections. The first section
includes "General Plan Information." "Registrant Information and Employee
Plan Annual Information" is the next portion and is located in this
prospectus. The Company's latest Form 10-KSB, for the fiscal year ended
June 30, 2002, which is incorporated herein by this reference, is the
third section with which offerees are being constructively provided.
Finally, offerees who receive Stock Options shall be provided with a Stock
Option Agreement and a Notice of Exercise, which is to be completed and
submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

The Company's board of directors (the "Board") has adopted a benefit plan
for its employees and others entitled "The 2002 Benefit Plan of Technical
Ventures Inc.." (the "Plan") . Pursuant to the Plan, the Board can
authorize the issuance of stock or options to purchase stock up to an
aggregate of four million shares of common stock of the Company, par value
$0.01 per share (the "Common Stock"), over a maximum of a five year
period, although the Board may shorten this period.

The Board adopted the Plan on December 9, 2002. The Plan is intended to aid
the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code") . Administration
of the Plan is the exclusive province of the Board. Board members are elected
at each annual meeting of shareholders. The term each Board member serves is
therefore one year. If an annual meeting is not held the member shall serve
until the next submission of matters to a vote of Company's shareholders.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators") . As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Frank Mortimer, Bryan Carter and
Larry Leverton. The address of the Board is c/o the Company, 3411 McNicoll
Ave., Scarborough, Ontario, Canada M1V 2V6, telephone number (416) 299-9280.



                                   Page -14-


<PAGE>


In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled
by the remaining. Board, the vote of shareholders may also elect a successor
to fill such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares
entitled to vote on such removal. Plan Administrators who are not Board
members can be removed or appointed at any time for any reason by the
majority vote of Board members.

The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of
shares or options and establish any other terms for the shares or options
not already established in the Company's Plan. Information concerning
changes in the Plan Administrators will be provided in the future either
in the Company's proxy statements, annual or other reports, or in amendments
to this document.


Securities to be Offered

Shares and options providing for the issuance or purchase of shares equaling
a maximum of four million shares of Common Stock may be granted under the Plan.
All options under the Plan are "non-qualified" stock options. The number of
shares of Common Stock issuable under the Plan is subject to adjustment in
the event of changes in the outstanding shares of Common Stock resulting from
stock dividends, stock splits, or recapitalizations.


Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees, consultants and
advisors who are eligible to receive shares or options under the Plan. The
term "Employee" includes any employee, director, officer, or consultant or
advisor of the Company or any of its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction.

Purchase of Securities Pursuant to the Plan and
 Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive shares
or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the
unpurchased shares subject to that option will again be available for grant
under the Plan.

The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any Option
shall be contingent on receipt by the Company of the exercise price paid in
either cash, certified or personal check payable to the Company.


                                  Page -15-


<Page>

The shares of Common Stock subject to the Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan
shall be non- transferable, except by means of a will or the laws of descent
and distribution.


Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from
the date first appearing in the Plan or the date on which an option for the
four millionth share is either granted under the Plan or on which the two
millionth share is de-registered on a post-effective amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC") . No options
may be granted under the terms of the Plan after it has been terminated. The
Board may alter or amend the Plan only once during any six month period,
except as to comply with changes to the Code. No termination, suspension,
alteration or amendment may adversely affect the rights of a holder of a
previously issued option without the consent of that holder.


Resale of Common Stock

Shares of Common Stock issued or purchased on exercise of options granted
under the Plan will have been initially registered pursuant to a Form S-8
Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending
on whether an exemption from registration is available or whether the shares
are in fact registered. The Company makes no statement as to subsequent
sale-ability of specific shares obtained pursuant to the Plan and urges
any persons seeking to sell shares so obtained to seek counsel from
independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan,
the Board believes that the Company has filed all reports and other materials
required to be filed during the preceding twelve months under the Securities
Exchange Act of 1934 as of December 19, 2002.

Tax Effects of Plan Participation & Non-statutory Options

The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,


                                   Page -16-

<Page>

and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to
vary.  Therefore, each participant in the Plan is urged to consult his or her
own accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.

Under the current provisions of the Code, if shares of Common Stock are issued
to the original holder of a non-qualified option granted and exercised under
the Plan (assuming there is not an active trading market for options of the
Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares of Common Stock acquired at the time of exercise
over the exercise price; (iii) upon the sale of the shares of Common Stock
the Holder will recognize a short term or long term capital gain, or loss,
as may be, in an amount equal to the difference between the amount he or she
receives from the sale of those shares and the Holder's tax basis in the
shares (as described below); and (iv) the Company will be entitled to expense
as compensation the amount of ordinary income that the holder recognized, as
set forth in Clause (ii) above.

If the Holder pays the exercise price entirely in cash, the tax basis of the
shares of Common Stock will be equal to the amount of the exercise price paid
plus the ordinary income recognized by the Holder from exercising the options.
This basis should equal the fair market value of the shares of Common Stock
acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six
months after such liability arises.


Item 2.  Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge,
of the Company's periodic reports filed with the SEC, including its latest
annual report on Form 10-KSB and its quarterly reports on Form 10-QSB. The
Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of
Part II of the Form S-8 registration statement. These documents are also
incorporated by reference into the Section 10(a) prospectus, of which this
document is a part. Requests for such information should be directed to the
Company at Attn:Larry Leverton, 3411 McNicoll Ave., Scarborough, Ontario,
Canada M1V 2V6.


                                   Page -17-


<Page>

                                 SIGNATURES



/S/Frank Mortimer                President & CEO           December 24,2002
Frank Mortimer



/S/Bryan Carter                  Vice President            December 24,2002
Bryan Carter


/S/Larry Leverton                Vice President            December 24,2002
Larry Leverton                   Secretary

























                                   Page -18-
[{"type": "S-8", "sequence": "1", "filename": "seight.txt", "secsgml_size_bytes": 40511}]
{"company-data": {"conformed-name": "TECHNICAL VENTURES INC", "cik": "0000788340", "assigned-sic": "2810", "irs-number": "133296819", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102191", "film-number": "02868219"}, "business-address": {"street1": "3411 MCNICOLL AVE UNIT 11", "city": "SCARBOROUGH ONTARIO", "state": "A6", "zip": "MIV 2V6", "phone": "4162999280"}, "mail-address": {"street1": "3411 MCNICOLL AVE UNIT 11", "street2": "SCARBOROUGH", "city": "ONTARIO CANADA", "state": "A6", "zip": "M1V 2V6"}}
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

                         TECHNICAL VENTURES INC.
         (Exact name of registrant as specified in its charter)

NEW YORK                                                  13-3296819
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)

3411 McNicoll Avenue, Unit 11, Scarborough,Ontario, Canada M1V 2V6 Canada
             (Address of principal executive offices, Zip Code)

              The 2002 Benefit Plan of Technical Ventures Inc.
                          (Full title of the plan)

               Larry Leverton, 3411 McNicoll Ave., Unit 11,
                  Scarborough, Ontario, Canada M1V 2V6

         (Name, address, including zip code, of agent for service)

             Telephone number for Issuer: (416) 299 - 9280
CALCULATION OF REGISTRATION FEE

Title of Securities to             Amounts to        Proposed Maximum      Proposed Maximum
Be Registered                      Be                Offering Price        Aggregate Offering
                                   Registered        Per Share(1)          Price

Common Stock, 0.01 ParValue        4,000,000           $0.11                $440,000
(1)   Bona Fide estimate of maximum offering price solely for calculating the
      Registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
      based on the average bid and asked price of the registrant's common stock
      as of Dec. 23, 2002 a date within five business days prior to the date
      of filing of this registration statement.

      In addition, pursuant to Rule 416(c)under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
2002 Benefit Plan of Technical Ventures Inc.
                   Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director
who participates in the Plan.

Registration Statement Item Numbers             Prospectus Heading

1. Plan Information                             Section 10(a) Prospectus

2. Registrant Information and
   Employee Plan Annual Information             Section 10(a) Prospectus

                                    PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The following documents filed by Technical Ventures Inc., a New York
        State corporation (the "Company"), with the Securities and Exchange
        Commission (the "Commission") are hereby incorporated by reference:

        1. The Company's Annual Report on Form 10-KSB for the fiscal year
           ended June 30, 2002.

        2. All reports filed by the Company with the Commission pursuant to
           Section 13(a) or 15(d) of the Exchange Act of 1934, as amended
           (the "Exchange Act"), since the end of the fiscal year ended
           June 30, 2002.

        Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all
reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4. Description of Securities

        The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under
Section 12 of the Exchange Act. A description of such securities is contained
in the Company's Form S-18 filed with the Commission in May 1987, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3.Incorporation of
Documents by Reference.")

                                    Page -2-
Item 5. Interests of Named Experts and Counsel

No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for
the Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent
basis or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.  Mr. Joseph Sierchio, a member
of the firm of Eiseman Levine Lehrhaupt & Kakoyiannis PC, owns 462,500 shares
of the Company's common stock.

Item 6. Indemnification of Directors and Officers

The New York State Corporation Law ("NYCL") permits a New York State Corporation
to include in its charter a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breaches of fiduciary duty, including conduct that could be
characterized as negligence or gross negligence. However, the NYCL provides
that the charter can not eliminate or limit liability for (a) breaches of the
director's duty of loyalty, (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violation of the law, (c) an
unlawful distribution, or (d) the receipt or improper personal benefits. The
NYCL further provides that no such provision will eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. Our current charter includes a
provision eliminating director liability for monetary damages for breaches of
fiduciary duty to the maximum extent permitted by the NYCL.

At present the Company has not entered into individual indemnity agreements
with its Officers or Directors. The Company's By-Laws and Certificate of
Incorporation, however, provide a blanket indemnification that the Company
shall indemnify, to the fullest extent under New York State law, its directors
and officers against certain liabilities incurred with respect to their
service in such capabilities. In addition, the Certificate of Incorporation
provides that the personal liability of directors and officers to the Company
and its stockholders for monetary damages will be limited.

Item 7. Exemption from Registration Claimed

        No restricted securities are being re-offered or resold pursuant to
        this registration statement.

Item 8. Exhibits.

        The exhibits attached to this Registration Statement are listed in the
        Exhibit Index, which is found on page 7.

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 to
        include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement.

        (2) To treat, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment as a new
        registration statement relating to the securities

                                    Page -3-
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 this 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 dedfense 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.

                         [This Space Intentionally Left Blank]

                                    Page -4-
SIGNATURES

     Pursuant to the requirements of the Securities ACt of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, therunto
duly authorized, on December 24, 2002.

                                                Technical Ventures Inc.

                                            By: /S/Frank Mortimer
                                                Frank Mortimer, President
                                                & CEO

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry Leverton with power of substituion, as
his attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof.

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.

Signature                             Title                      Date

/S/Frank Mortimer                President and Director         Dec. 24, 2002
Frank Mortimer

/S/Bryan Carter                  Vice President & Director      Dec. 24, 2002
Bryan Carter

/S/Larry Leverton                Vice President & Director      Dec. 24, 2002
Larry Leverton

                                    Page -5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   EXHIBITS

                                      TO

                                   FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                            Technical Ventures, Inc.

                         (A New York State Corporation)

                                    Page -6-
INDEX TO EXHIBITS
Exhibits             SEC Ref. No.          Description of Exhibit

A                        4                 2002 Stock Benefit Plan of the
                                           Company

B                        5,
                      23(b)                Opinion of Counsel
                                           Consent of Counsel

C                      23(a)               Consent of Accountant

D                        99                Section 10(a) Prospectus
Page -7-
THE 2002 BENEFIT PLAN

                                    OF

                          TECHNICAL VENTURES INC.

                                    Page -8-
THE 2002 BENEFIT PLAN OF TECHNICAL VENTURES INC.

Technical Ventures Inc., a New York State corporation (the "Company"), hereby
adopts The 2002 Benefit Plan of Technical Ventures Inc. (the "Plan") this
9th day of December, 2002.  Under the Plan, the Company may issue stock,
or grant options to acquire the Company's common stock, par value $0.01
(the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein ("Benefits") .
In addition, at the discretion of the Board of Directors, Benefits may from
time to time be granted under this Plan to other individuals, including
consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction. No stock may be issued, or
option granted under the benefit plan to consultants, advisors, or other
persons who directly or indirectly promote or maintain a market for the
Company's securities.

1. Purpose of the Plan.

The Plan is intended to aid the Company in maintaining and developing a
management team, attracting qualified officers and employees capable of
assuring the future success of the Company, and rewarding those individuals
who have contributed to the success of the Company. The Company has designed
this Plan to aid it in retaining the services of executives, employees,
consultants and advisors, and in attracting new personnel when needed for
future operations and growth and to provide such personnel with an incentive
to remain employees of the Company, to use their best efforts to promote the
success of the Company's business, and to provide them with an opportunity to
obtain or increase a proprietary interest in the Company. It is also designed
to permit the Company to reward those individuals who are not employees of
the Company but who management perceives to have contributed to the success
of the Company or who are important to the continued business and operations
of the Company. The above goals will be achieved through the granting of
Benefits.

2. Administration of this Plan.

Administration of this Plan shall be determined by the Company's Board of
Directors (the "Board").  Subject to compliance with applicable provisions of
the governing law, the Board may delegate administration of this Plan or
specific administrative duties with respect to this Plan on such terms and to
such committees of the Board as it deems proper (hereinafter the Board or its
authorized committee shall be referred to as "Plan Administrators") . The
interpretation and construction of the terms of this Plan by the Plan
Administrators thereof shall be final and binding on all participants in this
Plan absent a showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan.  Any Benefit approved by a majority vote
of those Plan Administrators attending a duly and properly held meeting shall
be valid. Any Benefit approved by the Plan Administrators shall be approved
as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan.  A total of four million (4,000,000)
shares of Stock may be subject to, or issued pursuant to Benefits granted
under this Plan. If any right to acquire Stock granted under this Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

                                     Page -9-
4. Reservation of Stock on Granting of Option.

At the time any Option is granted under the terms of this Plan, the Company
will reserve for issuance the number of shares of Stock subject to such
Option until it is exercised or expires. The Company may reserve either
authorized but unissued shares or issued shares reacquired by the Company.

5. Eligibility.

The Plan Administrators may grant Benefits to employees, officers, and
directors of the Company and its subsidiaries, as may be existing from time
to time, and to other individuals who are not employees of the Company or its
subsidiaries, including consultants and advisors, provided
that such consultants and advisors render bona fide services to the Company or
its subsidiaries and such services are not rendered in connection with the
offer or sale of securities in a capital-raising transaction. In any case,
the Plan Administrators shall determine, based on the foregoing limitations
and the Company's best interests, which employees, officers, directors,
consultants and advisors are eligible to participate in this Plan. Benefits
shall be in the amounts, and shall have the rights and be subject to the
restrictions, as may be determined by the Plan Administrators, all as may be
within the provisions of this Plan.

6.Term of Options issued as Benefits and Certain Limitations on Right to
  Exercise.

     a. Each Option issued as a benefit hereunder ("Option") shall have its
     term established by the Plan Administrators at the time the Option is
     granted.

     b. The term of the Option, once it is granted, may be reduced provided
     for in this Plan and under the express written provisions of the Option.

     c. Unless otherwise specifically provided by the written provisions of
     the Option or required by applicable disclosure or other legal
     requirements promulgated by the Securities and Exchange Commission
     ( "SEC" ) , no participant of this Plan or his or her legal
     representative, legatee, or distributee will be, or shall be deemed to be,
     a holder of any shares subject to an Option unless and until such
     participant exercises his or her right to acquire all or a portion of the
     Stock subject to the Option and delivers the required consideration to the
     Company in accordance with the terms of this Plan and then only as to the
     number of shares of Stock acquired. Except as specifically provided in
     this Plan or as otherwise specifically provided by the written provisions
     of the Option, no adjustment to the exercise price or the number of shares
     of Stock subject to the Option shall be made for dividends or other rights
     for which the record date is prior to the date on which the Stock subject
     to the Option is acquired by the holder.

     d. Options shall vest and become exercisable at such time or times and
     on such terms as the Plan Administrators may determine at the time of the
     grant of the Option.

     e. Options may contain such other provisions, restrictions on the vesting
     and exercise of Administrators may deem advisable.

     f. In no event may an Option be exercised after the expiration of its
     term.

     g. Options shall be non-transferable, except by the laws of descent and
     distribution.

     h. No option shall be deemed to give the holder thereof any rights as a
     shareholder of the Company.

     i. No option grant under the Plan shall become effective until an Option
     Agreement, setting forth the specific terms of the Option is executed
     and delivered.
                                    Page -10-
7. Exercise Price.

   The Plan Administrators shall establish the exercise price payable to the
   Company for shares to be obtained pursuant to Options, which exercise
   price may be amended from time to time as the Plan Administrators shall
   determine.

8. Payment of Exercise Price.

   The exercise of any Option shall be contingent on receipt by the Company
   of the exercise price paid in either cash, certified or personal check
   payable to the Company.

9. Withholding.

   If the grant of a Benefit hereunder, or exercise of an Option given as a
   Benefit is subject to withholding or other trust fund payment requirements
   of the Internal Revenue Code of 1986, as amended (the "Code"), or
   applicable state or local laws, the Company will initially pay the
   Optionee's liability and will be reimbursed by Optionee no later than six
   months after such liability arises and Optionee hereby agrees to such
   reimbursement terms.

10. Dilution or Other Adjustment.

    The shares of Common Stock subject to this Plan and the exercise price of
    outstanding Options are subject to proportionate adjustment in the event
    of a stock dividend on the Common Stock or a change in the number of
    issued and outstanding shares of Common Stock as a result of a stock
    split, consolidation, or other recapitalization. The Company, at its
    option, may adjust the Options, issue replacements, or declare Options
    void.

11. Benefits to Foreign Nationals.

    The Plan Administrators may, in order to fulfill the purpose of this Plan
    and without amending this Plan, grant Benefits to foreign nationals or
    individuals residing in foreign countries that contain provisions,
    restrictions, and limitations different from those set forth in this Plan
    and the Benefits made to United States residents in order to recognize
    differences among the countries in law, tax policy, and custom. Such
    grants shall be made in an attempt to give such individuals essentially
    the same benefits as contemplated by a grant to United States residents
    under the terms of this Plan.

12. Listing and Registration of Shares.

    Each Option shall be subject to the requirement that if at any time the
    Plan Administrators shall determine, in their sole discretion, that it
    is necessary or desirable to list, register, or qualify the shares
    covered thereby on any securities exchange or under any state or federal
    law, or obtain the consent or approval of any governmental agency or
    regulatory body as a condition of, or in connection with, the granting of
    such Option or the issuance or purchase of shares thereunder, such Option
    may not be exercised in whole or in part unless and until such listing,
    registration, consent, or approval shall have been effected or obtained
    free of any conditions not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan.

    This Plan may be abandoned or terminated at any time by the Plan
    Administrators except with respect to any Options then outstanding under
    this Plan. This Plan shall otherwise terminate on the earlier of the date
    that is five years from the date first appearing in this Plan or the date
    on which the 4 millionth share is issued hereunder.

14. Amendment of this Plan.

    This Plan may not be amended in any six month period, other than to comport
    with changes in the Code or the Employee Retirement Income Security Act or
    the rules and regulations promulgated thereunder. The Plan Administrators
    may modify and amend this plan in any respect.

                                      ATTEST:/S/Larry Leverton
                                             Larry Leverton

                                    Page -11-
EISMAN LEVINE
                           LEHRHAUPT & KAKOYIANNIS
                         A Professional Corporation
                              845 THIRD AVENUE
                          NEW YORK, NEW YORK 10022

                          Telephone (212) 752-1000
                          Facsimile (212) 355-0648

                                                  December 23, 2002

Board of Directors
Technical Ventures Inc.
3411 McNicoll Ave. Unit 11
Scarborough, Ontario, Canada
M1V  2V6

   Re: Technical Ventures Inc. - Form S-8

Gentlemen:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Technical Ventures Inc., a New York
corporation (the "Company"), offered and to be offered pursuant to the Company's
Stock Option PLan (the "Plan"), we have examined the Certificate of
Incorporation, By-Laws and such other documents, including the Registration
Statement of Form S-8, dated the date hereof, to be filed with the Securities
and Exchange Commission relating to such shares (the "Registration Statement"),
and have reviewed such matters of law, as we havge deemed necessary for this
opinion.  Accordingly, based upon the foregoing, we are of the opinion that:

   1.  The Company is a corporation duly organized and existing under the laws
       of New York;

   2.  The Company has duly authorized the issuance of the shares of Common
       Stock which may be issued pursuant to the Plan; and

   3.  The shares which may be issued pursuant to the Plan will be, upon
       issuance in accordance with the terms of the Plan, validly issued and
       outstanding and fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/S/ Joseph Sierchio, Esq.
    Joseph Sierchio, Esq.

                                      Page -12-
Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTS
TORONTO, MONTREAL, OTTAWA

                           CONSENT OF INDEPENDED AUDITORS

Technical Ventures Inc. and Subsidiaries
Scarborough, Ontario  Canada

We have issued our report dated August 15,2002, relating to the consolidated
financial statements of Technical Ventures Inc. and subsidiaries for the years
ended June 30, 2002 and June 30, 2001 appearing in the Company's Form 10-KSB.
Such report has been incorporated by reference in this Registration Statement.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of the aforementioned reports and to the use of our name as it appears
under the caption "Experts".

SCHWARTZ LEVITSKY FELDMAN LLP

/S/ Schwartz Levitsky Feldman llp
    SCHWARTZ LEVITSKY FELDMAN LLP

Toronto, Ontario, Canada
December 18, 2002

1167 Caledonia Road
Toronto, Ontario, M6A 2X1
Tel: 416 785 5353
Fax: 416 785 5663

                                    Page -13-
SECTION 10(A) PROSPECTUS OF

                           TECHNICAL VENTURES INC.

                             December 24,2002

This document constitutes part of a prospectus covering
securities of Technical Ventures Inc., a New York State corporation
(the "Company"), that have been registered under the Securities Act of
1933, as amended (the "Securities Act") . This document, a Section 10(a)
Prospectus, contains and constitutes four sections. The first section
includes "General Plan Information." "Registrant Information and Employee
Plan Annual Information" is the next portion and is located in this
prospectus. The Company's latest Form 10-KSB, for the fiscal year ended
June 30, 2002, which is incorporated herein by this reference, is the
third section with which offerees are being constructively provided.
Finally, offerees who receive Stock Options shall be provided with a Stock
Option Agreement and a Notice of Exercise, which is to be completed and
submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

The Company's board of directors (the "Board") has adopted a benefit plan
for its employees and others entitled "The 2002 Benefit Plan of Technical
Ventures Inc.." (the "Plan") . Pursuant to the Plan, the Board can
authorize the issuance of stock or options to purchase stock up to an
aggregate of four million shares of common stock of the Company, par value
$0.01 per share (the "Common Stock"), over a maximum of a five year
period, although the Board may shorten this period.

The Board adopted the Plan on December 9, 2002. The Plan is intended to aid
the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code") . Administration
of the Plan is the exclusive province of the Board. Board members are elected
at each annual meeting of shareholders. The term each Board member serves is
therefore one year. If an annual meeting is not held the member shall serve
until the next submission of matters to a vote of Company's shareholders.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators") . As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Frank Mortimer, Bryan Carter and
Larry Leverton. The address of the Board is c/o the Company, 3411 McNicoll
Ave., Scarborough, Ontario, Canada M1V 2V6, telephone number (416) 299-9280.

                                   Page -14-
In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled
by the remaining. Board, the vote of shareholders may also elect a successor
to fill such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares
entitled to vote on such removal. Plan Administrators who are not Board
members can be removed or appointed at any time for any reason by the
majority vote of Board members.

The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive shares or options, decide the number of
shares or options and establish any other terms for the shares or options
not already established in the Company's Plan. Information concerning
changes in the Plan Administrators will be provided in the future either
in the Company's proxy statements, annual or other reports, or in amendments
to this document.

Securities to be Offered

Shares and options providing for the issuance or purchase of shares equaling
a maximum of four million shares of Common Stock may be granted under the Plan.
All options under the Plan are "non-qualified" stock options. The number of
shares of Common Stock issuable under the Plan is subject to adjustment in
the event of changes in the outstanding shares of Common Stock resulting from
stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees, consultants and
advisors who are eligible to receive shares or options under the Plan. The
term "Employee" includes any employee, director, officer, or consultant or
advisor of the Company or any of its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction.

Purchase of Securities Pursuant to the Plan and
 Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive shares
or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the
unpurchased shares subject to that option will again be available for grant
under the Plan.

The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any Option
shall be contingent on receipt by the Company of the exercise price paid in
either cash, certified or personal check payable to the Company.

                                  Page -15-
The shares of Common Stock subject to the Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan
shall be non- transferable, except by means of a will or the laws of descent
and distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from
the date first appearing in the Plan or the date on which an option for the
four millionth share is either granted under the Plan or on which the two
millionth share is de-registered on a post-effective amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC") . No options
may be granted under the terms of the Plan after it has been terminated. The
Board may alter or amend the Plan only once during any six month period,
except as to comply with changes to the Code. No termination, suspension,
alteration or amendment may adversely affect the rights of a holder of a
previously issued option without the consent of that holder.

Resale of Common Stock

Shares of Common Stock issued or purchased on exercise of options granted
under the Plan will have been initially registered pursuant to a Form S-8
Registration Statement filed by the Company. Subsequent resales of shares
obtained pursuant to the Plan may be eligible for immediate resale depending
on whether an exemption from registration is available or whether the shares
are in fact registered. The Company makes no statement as to subsequent
sale-ability of specific shares obtained pursuant to the Plan and urges
any persons seeking to sell shares so obtained to seek counsel from
independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan,
the Board believes that the Company has filed all reports and other materials
required to be filed during the preceding twelve months under the Securities
Exchange Act of 1934 as of December 19, 2002.

Tax Effects of Plan Participation & Non-statutory Options

The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,

                                   Page -16-
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to
vary.  Therefore, each participant in the Plan is urged to consult his or her
own accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.

Under the current provisions of the Code, if shares of Common Stock are issued
to the original holder of a non-qualified option granted and exercised under
the Plan (assuming there is not an active trading market for options of the
Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares of Common Stock acquired at the time of exercise
over the exercise price; (iii) upon the sale of the shares of Common Stock
the Holder will recognize a short term or long term capital gain, or loss,
as may be, in an amount equal to the difference between the amount he or she
receives from the sale of those shares and the Holder's tax basis in the
shares (as described below); and (iv) the Company will be entitled to expense
as compensation the amount of ordinary income that the holder recognized, as
set forth in Clause (ii) above.

If the Holder pays the exercise price entirely in cash, the tax basis of the
shares of Common Stock will be equal to the amount of the exercise price paid
plus the ordinary income recognized by the Holder from exercising the options.
This basis should equal the fair market value of the shares of Common Stock
acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six
months after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge,
of the Company's periodic reports filed with the SEC, including its latest
annual report on Form 10-KSB and its quarterly reports on Form 10-QSB. The
Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of
Part II of the Form S-8 registration statement. These documents are also
incorporated by reference into the Section 10(a) prospectus, of which this
document is a part. Requests for such information should be directed to the
Company at Attn:Larry Leverton, 3411 McNicoll Ave., Scarborough, Ontario,
Canada M1V 2V6.

                                   Page -17-
SIGNATURES

/S/Frank Mortimer                President & CEO           December 24,2002
Frank Mortimer

/S/Bryan Carter                  Vice President            December 24,2002
Bryan Carter

/S/Larry Leverton                Vice President            December 24,2002
Larry Leverton                   Secretary

                                   Page -18-