content: As filed with the Securities and Exchange Commission
                                 On January 6, 2006
  
                                Registration No. 333-
  
  
                                U. S. SECURITIES AND
                                 EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        AVVAA World Health Care Products Inc.
               ------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                                       NEVADA
                          -------------------------------
                          (STATE OR OTHER JURISDICTION OF
                           INCORPORATION OR ORGANIZATION)
  
                                     88-0395714
                                  ----------------
                                    (IRS EMPLOYER
                                 IDENTIFICATION NO.)
  
                PO Box 459 1710 Shuswap Ave, Lumby BC Canada V0E 2G0
            ------------------------------------------------- ----------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (250) 547-2048
  
                        Consulting Shares Issued For Services
                              (Full title of the plan)
  
                               Jack Farley, President
                       Avvaa World Health Care Products, Inc.
                       PO Box 459, 1710 Shuswap Avenue, Lumby,
                                  BC Canada V0E 2G0
                                   (250) 547-2048
            -------------------------------------------------------------
                            COPIES OF COMMUNICATIONS TO:
                                Anslow & Jaclin, LLP
                            195 Route 9 South, Suite 204
                             Manalapan, New Jersey 07726
                                    732-409-1212
  ================================================================================
  
  Approximate date of commencement of proposed sale to the public: Upon the
  effective date of this Registration Statement.
  
  
                           CALCULATION OF REGISTRATION FEE
  
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate   Amount of
  Title of securities   Amount to be   price       offering    registration
  to be registered      registered     per unit    price          fee(1)
  -----------------------------------------------------------------------
  Common Stock, par        500,000      $.08       US  $40,000       $4.71
  Value, $.001 per
  Share
  
  Common Stock, par      1,000,000      $.08       US  $80,000       $9.42
  Value, $.001 per
  share
  
  Common Stock, par      2,000,000      $.08       US $160,000      $18.83
  Value, $.001 per
  share
  
  Common Stock, par      4,000,000      $.08       US $320,000      $37.66
  Value, $.001 per
  share
  
  Common Stock, par      1,000,000      $.08       US  $80,000       $9.42
  Value, $.001 per
  share
  
  Common Stock, par        500,000      $.08       US  $40,000       $4.71
  Value, $.001 per
  share
  
  
   (1) The fee with respect to these shares has been calculated pursuant to Rules
  457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
  the last price per share of the Registrant's Common Stock on January 3, 2006 a
  date within five (5) days prior to the date of filing of this Registration
  Statement, as reported by the OTC Electronic Bulletin Board.
  
  (2) This Registration Statement shall also cover any additional shares of Common
  Stock which become issuable pursuant to this Registration Statement by reason of
  any stock dividend, stock split, recapitalization or any other similar
  transaction effected without the receipt of consideration which results in an
  increase in the number of the Registrant's outstanding shares of Common Stock.
  
  
  
  <PAGE>
  
  
  
                                       PART II
  
                 Information Required in the Registration Statement
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents are incorporated by reference in this Registration
  Statement and made a part hereof:
  
  (a) Our Annual Report on Form 10-KSB for the year ended May 31, 2005 and filed
  pursuant to Section 15(d) of the 1934 Act.
  
  (b) Our Quarterly Report on Form 10-QSB for the quarter ended August 31, 2005
  filed pursuant to Section 15(d) of the 1934 Act.
  
  (c) All other documents filed by us after the date of this registration
  statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
  date hereof and prior to the filing of a post-effective amendment to the
  registration statement which indicates that all securities offered have been
  sold or which de-registers all securities then remaining in the registration
  statement and to be part thereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The Articles of Incorporation of the company provide for indemnification of
  employees and officers in certain cases. Insofar as indemnification for
  liabilities arising under The Securities Act of 1933 may be permitted to
  directors, officers or persons controlling the company pursuant to the foregoing
  provisions, the company has been informed that in the opinion of the securities
  and exchange commission such indemnification is against public policy as
  expressed in the act and is therefore unenforceable.
  
  In addition, Section 78.751 of the Nevada General Corporation Laws provides as
  follows: 78.751 Indemnification of officers, directors, employees and agents;
  advance of expenses.
  
  1. A corporation may indemnify any person who was or is a party or is threatened
  to be made a party to any threatened, pending or completed action, suit or
  proceeding, whether civil, criminal, administrative or investigative, except an
  action by or in the right of the corporation, by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses, including attorney's fees, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suitor proceeding if he acted in good faith and in a manner
  which he reasonably believed to be in or not opposed to the best interests of
  the corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. The termination of any
  action, suit or proceeding by judgment, order, settlement, conviction, or upon a
  plea of nolo contendere or its equivalent, does not, of itself, create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, and that, with respect to any criminal action or proceeding, he had
  reasonable cause to believe that his conduct was unlawful.
  
  2. A corporation may indemnify any person who was or is a party or is threatened
  to be made a party to any threatened, pending or completed action or suit by or
  in the right of the corporation to procure a judgment in its favor by reason of
  the fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against expenses, including amounts paid in
  settlement and attorneys' fees actually and reasonably incurred by him in
  connection with the defense or settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably believed to be in or not opposed
  to the best interests of the corporation. Indemnification may not be made for
  any claim, issue or matter as to which such a person has been adjudged by a
  court of competent jurisdiction, after exhaustion of all appeals therefrom, to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court in which the action or
  suit was brought or other court of competent jurisdiction determines upon
  application that in view of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper.
  
  3. To the extent that a director, officer, employee or agent of a corporation
  has been successful on the merits or otherwise in defense of any action, suit or
  proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
  or matter therein, he must be indemnified by the corporation against expenses,
  including attorneys' fees, actually and reasonably incurred by him in connection
  with the defense.
  
  4. Any indemnification under subsections 1 and 2, unless ordered by a court or
  advanced pursuant to subsection 5, must be made by the corporation only as
  authorized in the specific case upon a determination that indemnification of the
  director, officer, employee or agent is proper in the circumstances. The
  determination must be made: (a) By the stockholders: (b) By the board of
  directors by majority vote of a quorum consisting o directors who were not
  parties to act, suit or proceeding; (c) If a majority vote of a quorum
  consisting of directors who were not parties to the act, suit or proceeding so
  orders, by independent legal counsel in a written opinion; or (d) If a quorum
  consisting of directors who were not parties to the act, suit or proceeding
  cannot to obtained, by independent legal counsel in a written opinion; or
  
  5. The Articles of Incorporation, the Bylaws or an agreement made by the
  corporation may provide that the expenses of officers and directors incurred in
  defending a civil or criminal, suit or proceeding must be paid by the
  corporation as they are incurred and in advance of the final disposition of the
  action, suit or proceeding, upon receipt of an undertaking by or on behalf of
  the director or officer to repay the amount if it is ultimately determined by a
  court of competent jurisdiction that he is not entitled to be indemnified by
  corporation. The provisions of this subsection do not affect any rights to
  advancement of expenses to which corporate personnel other than the directors or
  officers may be entitled under any contract or otherwise by law.
  
  6. The indemnification and advancement of expenses authorized in or ordered by a
  court pursuant to this section: (a) Does not exclude any other rights to which a
  person seeking indemnification or advancement of expenses may be entitled under
  the articles of incorporation or any bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise, for either an action in his official
  capacity or an action in another capacity while holding his office, except that
  indemnification, unless ordered by a court pursuant to subsection 2 or for the
  advancement of expenses made pursuant to subsection 5, may not be made to or on
  behalf of any director or officer if a final adjudication establishes that his
  act or omissions involved intentional misconduct, fraud or a knowing violation
  of the law and was material to the cause of action. (b) Continues for a person
  who has ceased to be a director, officer, employee or agent and endures to the
  benefit of the heirs, executors and administrators of such a person. Insofar as
  indemnification for liabilities arising under the Securities Act 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 Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       4.1  - Consulting Agreement with Bing Jung
  
       4.2  - Consulting Agreement with Brett Gold
  
       4.3  - Consulting Agreement with David Hay
  
       4.4  - Consulting Agreement with Geoffrey Eiten
  
       4.5  - Consulting Agreement with Richard McCaffrey
  
       4.6  - Consulting Agreement with R. Brian Buchanan
  
       5.1  - Consent and Opinion of Anslow & Jaclin, LLP
  
       23.1 - Consent of Manning Elliott, Chartered Accountants
  
  
  <PAGE>
  
  
  
  ITEM 9.  UNDERTAKINGS.
  
  (a) The undersigned Company 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) That, for the purpose of determining any liability under the Securities Act
  of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  (b) The undersigned Company hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the Company's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under Securities Act of
  1933 may be permitted to directors, officers, and controlling persons of the
  Company pursuant to the foregoing provisions, or otherwise, the Company 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 payment by the Company of expenses paid or incurred
  by a director, officer or controlling person of the Company 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 Company 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.
  
  
  <PAGE>
  
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Vancouver, the Province of British Columbia, Canada,
  on this 6th day of January, 2006.
  
                                     Avva World Health Products, Inc.
  
  
                                     By: /s/ Jack Farley
                                     ----------------------------
                                     Jack Farley, President
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated:
  
  
  /s/ Jack Farley                                January 6, 2006
  ------------------------------
  Jack Farley
  President and Director
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "fs8010406_avvaa.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17261}]
metadata_filer: {"company-data": {"conformed-name": "AVVAA WORLD HEALTH CARE PRODUCTS INC", "cik": "0001092534", "assigned-sic": "2834", "irs-number": "883957140", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130883", "film-number": "06515526"}, "business-address": {"street1": "BOX 459, 1710 SHUSWAP AVE", "city": "LUMBY", "state": "A1", "zip": "V0E 2G0", "phone": "250-379-2727"}, "mail-address": {"street1": "BOX 459, 1710 SHUSWAP AVE", "city": "LUMBY", "state": "A1", "zip": "V0E 2G0"}, "former-company": {"former-conformed-name": "SIERRA GIGANTE RESOURCES INC", "date-changed": "20000920"}}
text: As filed with the Securities and Exchange Commission
                                 On January 6, 2006
  
                                Registration No. 333-
  
                                U. S. SECURITIES AND
                                 EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        AVVAA World Health Care Products Inc.
               ------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                                       NEVADA
                          -------------------------------
                          (STATE OR OTHER JURISDICTION OF
                           INCORPORATION OR ORGANIZATION)
  
                                     88-0395714
                                  ----------------
                                    (IRS EMPLOYER
                                 IDENTIFICATION NO.)
  
                PO Box 459 1710 Shuswap Ave, Lumby BC Canada V0E 2G0
            ------------------------------------------------- ----------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (250) 547-2048
  
                        Consulting Shares Issued For Services
                              (Full title of the plan)
  
                               Jack Farley, President
                       Avvaa World Health Care Products, Inc.
                       PO Box 459, 1710 Shuswap Avenue, Lumby,
                                  BC Canada V0E 2G0
                                   (250) 547-2048
            -------------------------------------------------------------
                            COPIES OF COMMUNICATIONS TO:
                                Anslow & Jaclin, LLP
                            195 Route 9 South, Suite 204
                             Manalapan, New Jersey 07726
                                    732-409-1212
  ================================================================================
  
  Approximate date of commencement of proposed sale to the public: Upon the
  effective date of this Registration Statement.
  
                           CALCULATION OF REGISTRATION FEE
  
                                       Proposed    Proposed
                                       maximum     maximum
                                       offering    aggregate   Amount of
  Title of securities   Amount to be   price       offering    registration
  to be registered      registered     per unit    price          fee(1)
  -----------------------------------------------------------------------
  Common Stock, par        500,000      $.08       US  $40,000       $4.71
  Value, $.001 per
  Share
  
  Common Stock, par      1,000,000      $.08       US  $80,000       $9.42
  Value, $.001 per
  share
  
  Common Stock, par      2,000,000      $.08       US $160,000      $18.83
  Value, $.001 per
  share
  
  Common Stock, par      4,000,000      $.08       US $320,000      $37.66
  Value, $.001 per
  share
  
  Common Stock, par      1,000,000      $.08       US  $80,000       $9.42
  Value, $.001 per
  share
  
  Common Stock, par        500,000      $.08       US  $40,000       $4.71
  Value, $.001 per
  share
  
   (1) The fee with respect to these shares has been calculated pursuant to Rules
  457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
  the last price per share of the Registrant's Common Stock on January 3, 2006 a
  date within five (5) days prior to the date of filing of this Registration
  Statement, as reported by the OTC Electronic Bulletin Board.
  
  (2) This Registration Statement shall also cover any additional shares of Common
  Stock which become issuable pursuant to this Registration Statement by reason of
  any stock dividend, stock split, recapitalization or any other similar
  transaction effected without the receipt of consideration which results in an
  increase in the number of the Registrant's outstanding shares of Common Stock.
  PART II
  
                 Information Required in the Registration Statement
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents are incorporated by reference in this Registration
  Statement and made a part hereof:
  
  (a) Our Annual Report on Form 10-KSB for the year ended May 31, 2005 and filed
  pursuant to Section 15(d) of the 1934 Act.
  
  (b) Our Quarterly Report on Form 10-QSB for the quarter ended August 31, 2005
  filed pursuant to Section 15(d) of the 1934 Act.
  
  (c) All other documents filed by us after the date of this registration
  statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
  date hereof and prior to the filing of a post-effective amendment to the
  registration statement which indicates that all securities offered have been
  sold or which de-registers all securities then remaining in the registration
  statement and to be part thereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The Articles of Incorporation of the company provide for indemnification of
  employees and officers in certain cases. Insofar as indemnification for
  liabilities arising under The Securities Act of 1933 may be permitted to
  directors, officers or persons controlling the company pursuant to the foregoing
  provisions, the company has been informed that in the opinion of the securities
  and exchange commission such indemnification is against public policy as
  expressed in the act and is therefore unenforceable.
  
  In addition, Section 78.751 of the Nevada General Corporation Laws provides as
  follows: 78.751 Indemnification of officers, directors, employees and agents;
  advance of expenses.
  
  1. A corporation may indemnify any person who was or is a party or is threatened
  to be made a party to any threatened, pending or completed action, suit or
  proceeding, whether civil, criminal, administrative or investigative, except an
  action by or in the right of the corporation, by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses, including attorney's fees, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suitor proceeding if he acted in good faith and in a manner
  which he reasonably believed to be in or not opposed to the best interests of
  the corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. The termination of any
  action, suit or proceeding by judgment, order, settlement, conviction, or upon a
  plea of nolo contendere or its equivalent, does not, of itself, create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, and that, with respect to any criminal action or proceeding, he had
  reasonable cause to believe that his conduct was unlawful.
  
  2. A corporation may indemnify any person who was or is a party or is threatened
  to be made a party to any threatened, pending or completed action or suit by or
  in the right of the corporation to procure a judgment in its favor by reason of
  the fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against expenses, including amounts paid in
  settlement and attorneys' fees actually and reasonably incurred by him in
  connection with the defense or settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably believed to be in or not opposed
  to the best interests of the corporation. Indemnification may not be made for
  any claim, issue or matter as to which such a person has been adjudged by a
  court of competent jurisdiction, after exhaustion of all appeals therefrom, to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court in which the action or
  suit was brought or other court of competent jurisdiction determines upon
  application that in view of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper.
  
  3. To the extent that a director, officer, employee or agent of a corporation
  has been successful on the merits or otherwise in defense of any action, suit or
  proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
  or matter therein, he must be indemnified by the corporation against expenses,
  including attorneys' fees, actually and reasonably incurred by him in connection
  with the defense.
  
  4. Any indemnification under subsections 1 and 2, unless ordered by a court or
  advanced pursuant to subsection 5, must be made by the corporation only as
  authorized in the specific case upon a determination that indemnification of the
  director, officer, employee or agent is proper in the circumstances. The
  determination must be made: (a) By the stockholders: (b) By the board of
  directors by majority vote of a quorum consisting o directors who were not
  parties to act, suit or proceeding; (c) If a majority vote of a quorum
  consisting of directors who were not parties to the act, suit or proceeding so
  orders, by independent legal counsel in a written opinion; or (d) If a quorum
  consisting of directors who were not parties to the act, suit or proceeding
  cannot to obtained, by independent legal counsel in a written opinion; or
  
  5. The Articles of Incorporation, the Bylaws or an agreement made by the
  corporation may provide that the expenses of officers and directors incurred in
  defending a civil or criminal, suit or proceeding must be paid by the
  corporation as they are incurred and in advance of the final disposition of the
  action, suit or proceeding, upon receipt of an undertaking by or on behalf of
  the director or officer to repay the amount if it is ultimately determined by a
  court of competent jurisdiction that he is not entitled to be indemnified by
  corporation. The provisions of this subsection do not affect any rights to
  advancement of expenses to which corporate personnel other than the directors or
  officers may be entitled under any contract or otherwise by law.
  
  6. The indemnification and advancement of expenses authorized in or ordered by a
  court pursuant to this section: (a) Does not exclude any other rights to which a
  person seeking indemnification or advancement of expenses may be entitled under
  the articles of incorporation or any bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise, for either an action in his official
  capacity or an action in another capacity while holding his office, except that
  indemnification, unless ordered by a court pursuant to subsection 2 or for the
  advancement of expenses made pursuant to subsection 5, may not be made to or on
  behalf of any director or officer if a final adjudication establishes that his
  act or omissions involved intentional misconduct, fraud or a knowing violation
  of the law and was material to the cause of action. (b) Continues for a person
  who has ceased to be a director, officer, employee or agent and endures to the
  benefit of the heirs, executors and administrators of such a person. Insofar as
  indemnification for liabilities arising under the Securities Act 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 Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       4.1  - Consulting Agreement with Bing Jung
  
       4.2  - Consulting Agreement with Brett Gold
  
       4.3  - Consulting Agreement with David Hay
  
       4.4  - Consulting Agreement with Geoffrey Eiten
  
       4.5  - Consulting Agreement with Richard McCaffrey
  
       4.6  - Consulting Agreement with R. Brian Buchanan
  
       5.1  - Consent and Opinion of Anslow & Jaclin, LLP
  
       23.1 - Consent of Manning Elliott, Chartered Accountants
  ITEM 9.  UNDERTAKINGS.
  
  (a) The undersigned Company 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) That, for the purpose of determining any liability under the Securities Act
  of 1933, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (3) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
  
  (b) The undersigned Company hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the Company's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the registration statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under Securities Act of
  1933 may be permitted to directors, officers, and controlling persons of the
  Company pursuant to the foregoing provisions, or otherwise, the Company 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 payment by the Company of expenses paid or incurred
  by a director, officer or controlling person of the Company 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 Company 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.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Vancouver, the Province of British Columbia, Canada,
  on this 6th day of January, 2006.
  
                                     Avva World Health Products, Inc.
  
                                     By: /s/ Jack Farley
                                     ----------------------------
                                     Jack Farley, President
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated:
  
  /s/ Jack Farley                                January 6, 2006
  ------------------------------
  Jack Farley
  President and Director