content: As filed with the Securities and Exchange Commission on June 30, 2004
                             Registration No. 333-102931
  
                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                Penn Biotech Inc.
              (Exact name of Registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
  <S>                                    <C>                                 <C>
  British Columbia, Canada                        8731-26                                 N/A
  (State or other jurisdiction of       (Primary Standard Industrial        (I.R.S. Employer Identification
  incorporation or organization)         Classification Code Number)                    Number)
  </TABLE>
  
                      Penn Biotech Inc. 2004 Stock Option Plan
          Penn Biotech  Inc. employee incentive and consultants compensation
                             (Full Title of the Plans)
  
                                   Jai Woo Lee
                             President and Director
                        16th Floor, 543 Granville Street
                    Vancouver, British Columbia, Canada V6C 1X8
                                 604 647 0044
             (Name, address and telephone number of agent for service)
  
  <TABLE>
  <CAPTION>
  
  
                                        CALCULATION OF REGISTRATION FEE
  
  TITLE OF EACH CLASS OF      AMOUNT TO
     SECURITIES TO BE            BE                  PROPOSED MAXIMUM           PROPOSED MAXIMUM          AMOUNT OF
        REGISTERED            REGISTERED          OFFERING PRICE PER UNIT   AGGREGATE OFFERING PRICE  REGISTRATION FEE
  --------------------------------------------------------  -------------  -----------------------------------------
  <S>                         <C>                 <C>                       <C>                       <C>
  Common stock, without
  No  value:
  $0.0006 paid in per share    2,675,000 shares          1.20                     US$3,210,000             US$406.39
  
  Common stock, without
  No  value:
  $0.0006 paid in per share    3,000,000 shares          1.50                     US$4,500,000             US$570.15
  
  </TABLE>
  
                                          1
  <PAGE>
  
  
  
  (1) The  maximum  number  of  shares  of Common Stock issuable upon awards to be
  granted  under the Penn Biotech Inc. 2004 Stock Option Plan amounts to 2,675,000
  shares, and are being registered under this Registration Statement and for which
  a registration fee is being paid. In addition 3,000,000 of additional shares may
  be  offered and issued to employees or consultants in lieu of cash compensation.
  
  (2) Under  Rule  457(h)  of the 1933 Act, the registration fee may be calculated
  based  upon  the price at which the stock options may be exercised. An aggregate
  of  5,675,000  shares are being registered hereby, of which 2,675,000 shares are
  under  option  at  an  exercise  price  of  $1.20  per  share ($3,210,000 in the
  aggregate).  The  remainder of such shares, consisting of 3,000,000 shares to be
  awarded  as employee incentive and consultant compensation, are being registered
  based  upon  the  anticipated  average  of the high and low prices of the Common
  Stock  of the Registrant as quoted on the Nasd OTC:BB, and expected to be in the
  range  of $1.50 per share ($4,500,000 in the aggregate), for a total offering of
  $7,710,000.
  
  This  Registration  Statement shall become effective automatically upon the date
  of  filing, in accordance with Section 8(a) of the Securities Act of 1933 ("1933
  Act") and Rule 462 of the 1933 Act.
  
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information. *
  
  Item 2. Registrant Information and Employee Plan Annual Information. *
  
  *This  Registration Statement relates to the registration of 5,675,000 shares of
  Penn  Biotech Inc. (the "Company" or "Registrant") common stock, of no par value
  per  share (the "Common Stock") issuable to consultants, employees, officers and
  directors  of the Registrant or its subsidiaries as compensation for services in
  accordance  with  the  Company's  2004  Stock  Option Plan under which 2,675,000
  shares  are  issuable.  A  further  3,000,000  shares  are  issuable as employee
  incentive  consultant compensation (together, the "Plans"). Documents containing
  the  information  required by Part I of this Registration Statement will be sent
  or  given  to  participants  in  the  Plan  as specified by Rule 428(b)(1). Such
  documents  are  not  filed  with  the  Securities  and  Exchange Commission (the
  "Commission")  either  as part of this Registration Statement or as prospectuses
  or  prospectus  supplements  pursuant  to  Rule  424,  in  reliance on Rule 428.
  
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
  
  The  Company  became subject to the informational requirements of the Securities
  Exchange  Act  of  1934 (the "1934 Act") on May 27, 2003 and, accordingly, files
  periodic  reports  and  other  information  with  the Commission. Reports, proxy
  statements  and  other  information  concerning  the  Company  filed  with  the
  Commission  may  be inspected and copies may be obtained at the Commission's web
  sight at  http://www.sec.gov/edgar/searchedgar/companysearch.html
  
  
  The  following  documents  filed  by  the  Company  are  incorporated  in  this
  Registration Statement by reference:
  
  (a) The  Company's  6K  filings  as  filed  with  the  Commission  May 21, 2004,
  April 16, 2004, April 5, 2004, March 17, 2004, March 5, 2004, December 24, 2003,
  August 28, 2003 and July 25, 2003 ;
  
  (b) The  description  of  the Company's securities as contained in the Company's
  Registration  Statement  on  Form  F-1,  as filed with the Commission on May 27,
  2003.
  
  All  documents  subsequently  filed  by  the Company pursuant to Sections 13(a),
  13(c),  14,  and  15(d) of the 1934 Act, prior to the filing of a post-effective
  amendment  which  indicates  that all securities offered have been sold or which
  deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
  Not Applicable
  
                                          2
  <PAGE>
  
  Item 5. Interests of Named Experts and Counsel.
  
  Not Applicable
  
  Item 6. Indemnification of Directors and Officers.
  
  Part 5,  Division  5  of  the  Business  Corporations  Act  of  British Columbia
  describes  those  circumstances  under  which directors, officers, employees and
  agents  may  be insured or indemnified against liability which they may incur in
  their capacities as such.
  
  Part 22 of the Articles of Incorporation of the Company requires indemnification
  of  directors,  officers,  employees or agents of the Company to the full extent
  permissible under British Columbia law.
  
  The  registrant  believes  that these provisions assist the registrant in, among
  other things, attracting and retaining qualified persons to serve the registrant
  and  its  subsidiary.  However, a result of such provisions could be to increase
  the  expenses  of  the  registrant  and  effectively  reduce  the  ability  of
  stockholders  to  sue on behalf of the registrant because certain suits could be
  barred  or  amounts that might otherwise be obtained on behalf of the registrant
  could  be  required  to  be  repaid  by  the registrant to an indemnified party.
  
  The  Company  may purchase and maintain insurance on behalf of any person who is
  or  was  a  director,  officer,  employee,  or agent of the Company or is or was
  serving at the request of the Company as a director, officer, employee, or agent
  of  another  corporation, partnership, joint venture, trust, or other enterprise
  against  any liability asserted against the person and incurred by the person in
  any  such  capacity  or  arising  out  of his status as such, whether or not the
  Company  would  have  the  power  to indemnify the person against such liability
  under the provisions of the Articles of Incorporation.
  
  Insofar  as  indemnification for liabilities arising under the Securities Act of
  1933  ("1933  Act")  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 1933 Act and is
  therefore unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
  Not Applicable
  
  Item 8. Exhibits.
  
  For  a  list  of  all  exhibits  filed  or included as part of this Registration
  Statement,  see  "Index  to Exhibits" at the end of this Registration Statement.
  
  Item 9. Undertakings.
  
  (a) The undersigned Registrant hereby undertakes:
  
  (1) To  file,  during  any  period  in  which  offers or sales are being made, a
  post-effective amendment to this Registration Statement;
  
  (i) To  include  any  prospectus  required  by Section 10(a)(3) of the 1933 Act;
  
  (ii) To  reflect  in  the  prospectus  any  facts  or  events  arising after the
  effective  date of the Registration Statement (or the most recent post-effective
  amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
  fundamental  change in the information set forth in the Registration Statement;
  
  (iii) To  include  any  material  information  with  respect  to  the  plan  of
  distribution  not  previously  disclosed  in  the  Registration Statement or any
  material  change  to  such  information  in the Registration Statement; provided
  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
  Registration  Statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic  reports filed by the Registrant pursuant to Section 13 or 15(d) of the
  1934 Act that are incorporated by reference in the Registration Statement.
  
  (2) That,  for the purpose of determining any liability under the 1933 Act, 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
  <PAGE>
  
  
  (3) To  remove  from  registration by means of a post-effective amendment any of
  the  securities  being  registered which remain unsold at the termination of the
  offering.
  
  (b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
  determining  any  liability  under  the 1933 Act each filing of the Registrant's
  annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
  where  applicable,  each  filing  of  an  employee  benefit plan's annual report
  pursuant  to section 15(d) of the 1934 Act) 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) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
  delivered  with the prospectus, to each person to whom the prospectus is sent or
  given,  the  latest  annual  report, to security holders that is incorporated by
  reference  in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
  requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
  financial information required to be presented by Article 3 of Regulation S-X is
  not  set  forth  in the prospectus, to deliver, or cause to be delivered to each
  person to whom the prospectus is sent or given, the latest quarterly report that
  is specifically incorporated by reference in the prospectus to provide such
  interim financial information.
  
  (d) Insofar as indemnification for liabilities arising under the 1933 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 1933 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
  expressed in the 1933 Act and will be governed by the final adjudication of such
  issue.
  
  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, thereunto duly
  authorized, in the City of Vancouver in the Province of British Columbia, on the
  2nd day of June 2004.
  
                                                                 Penn Biotech Inc.
  
                                                           By:      /s/Jai Woo Lee
                                                                       Jai Woo Lee
                                                            President and Director
                                                  (Duly Authorized Representative)
  
                                          4
  <PAGE>
  
                                  POWER OF ATTORNEY
  
  We,  the  undersigned  directors  and  officers  of Penn Biotech Inc., do hereby
  severally constitute and appoint Jai Woo Lee as our true and lawful attorney and
  agent,  to  do  any  and  all  things  and  acts  in our names in the capacities
  indicated  below  and to execute any and all instruments for us and in our names
  in  the  capacities indicated below which said Jai Woo Lee may deem necessary or
  advisable to enable Penn Biotech Inc. to comply with the Securities Act of 1933,
  as  amended,  and  any rules, regulations and requirements of the Securities and
  Exchange  Commission,  in connection with the Registration Statement on Form S-8
  relating  to  the  registrant, including specifically, but not limited to, power
  and  authority  to  sign, for any of us in our names in the capacities indicated
  below,  the  Registration  Statement  and  any  and  all  amendments  (including
  post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
  said Jai Woo Lee shall 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  below  by  the following persons in the capacities
  indicated as of the date indicated.
  
  /s/Hye Kyung Kim
  Hye Kyung Kim
  Secretary and Director
  
  Date: June 29, 2004
  
  /s/Craig Auringer
  Craig Auringer
  Director
  
  
  Date: June 29, 2004
  
  
  
  INDEX TO EXHIBITS
  
  Exhibit                                              Description
  
  4.1                                 Penn  Biotech  Inc.  2004  Stock Option Plan
  
  4.3                                 Form of Stock Option Agreement to be entered
                                      into with respect to Stock Options under the
                                      Stock Option Plan
  
  5.1                                 Opinion  of  Laura  Anthony,  of  Legal  and
                                      Compliance,  LLC  as  to the validity of the
                                      Common Stock being registered
  
  23.1                                Consent  of  Pannell Kerr Forster, Chartered
                                      Accountants
  
                                          5
  <PAGE>
  
  Exhibit 4.1
  Penn Biotech Inc. 2004 Stock Option Plan
  
  Section 1. Purpose.
  
  The  purpose of the Penn Biotech Inc ("PBI") 2004 Stock Option Plan (the "Plan")
  is  to promote the interests of PBI, its Subsidiaries (PBI and its Subsidiaries,
  collectively,  the  "Company"), and its stockholders by (a) providing incentives
  for  executives  and  other  key  employees  of  the  Company,  and non-employee
  Directors  of  PBI,  (b)  encouraging  stock  ownership  by  such individuals by
  providing  them  with  a means to acquire a proprietary interest in the Company,
  and  (c) aiding in attracting and retaining individuals of the calibre necessary
  for the Company's continued growth and profitability.
  
  Section 2. Definitions.
  
  For purposes of the Plan, the following terms shall have the meanings set forth
  below:
  a) "Award"  or  "Awards"  means  an  award  or  grant of Stock Options made to a
  Participant under Section 4 of the Plan.
  b) "Board" means PBI's Board of Directors.
  c) A "Change-of-Control"  shall  be  deemed to have occurred if (i) PBI shall be
  merged  or  consolidated  with  another  corporation  and,  as  a result of such
  merger  or  consolidation,  less  than  75% of the outstanding voting securities
  of  the  surviving  or  resulting  corporation  shall  be  owned  directly  or
  indirectly  in  the  aggregate  by  the  former  PBI  stockholders  as  the same
  shall  have  existed  immediately  prior  to  such merger or consolidation, (ii)
  PBI  shall  sell  all  or  substantially  all  of  its  assets  to  another
  corporation  or  other  entity  which  is  not  a  wholly owned Subsidiary or an
  affiliate of PBI, or (iii) a person, within the meaning in Section
  
  3(a)(9)  or  of  Section  13(d)(3) of the Exchange Act (as in effect on the date
  hereof),  shall  acquire  50%  or  more  of  PBI's outstanding voting securities
  (whether  directly, indirectly, beneficially or on record). For purposes hereof,
  ownership  of  voting  securities  shall  take  into  account  and shall include
  ownership  as  determined  by  applying  the  provision  of  Exchange  Act  Rule
  13d-3(d)(1)(i) (as in effect on the date hereof).
  
  d) "Committee"  means  the  compensation committee of the Board.
  e) "Common  Stock"  means  the  no  par value common stock of PBI, or any equity
  security of PBI issued in substitution, exchange, or in lieu thereof.
  f) "Disability"  means  disability as determined by the Board in accordance with
  standards and procedures similar to those that are generally understood
  g) "Discretionary  Option"  means  a  Stock Option to purchase Common Stock that
  is granted hereunder to a Participant.
  h) "Exchange  Act"  means the Securities Exchange Act of 1934, as amended and in
  effect from time to time, or any successor statute.
  i) "Fair  Market  Value"  means  on  any  given  date,  the closing price of the
  Common Stock as quoted on the exchange or quotation system where the
  securities of the Company are offered for trading for the date in
  question. If no sales of Common Stock were made on that date, the closing
  price of a share of Common Stock as reported for the preceding day on
  which sales of Common Stock were made shall be substituted.
  j) "Insider"  means  a  Participant who is subject to the reporting requirements
  of Exchange Act Section 16 with respect to PBI.
  k) "Participant"  means  any  person  who  is  employed  by the Company or is an
  Outside Director and who is granted an Award under the Plan.
  l) "Retirement"  means  retirement from active employment with the Company or as
  a  Board  member  on  or  after  the  normal  retirement  date  specified in the
  Company's  retirement  plan  or  such  earlier  retirement  date  as approved by
  the  Committee  for  purposes  of  this  Plan.
  m) "Subsidiary"  shall  mean  a  subsidiary  of  PBI, whether  now  or hereafter
  existing, and whether direct or indirect.
  
                                         6
  <PAGE>
  
  n) "Termination-for-Cause"  means  termination  of  the Participant's employment
  by the Company by written notice to the Participant, specifying the event
  relied upon for such termination, due to
  (i) the Participant's willful misconduct in respect of his or her duties for the
  Company,  (ii)  conviction  for  a felony or perpetration of a common law fraud,
  (iii)  failure to comply with applicable laws or corporate policies with respect
  to  the  execution  of  the  Company's  business  operations, (iv) theft, fraud,
  embezzlement,  dishonesty  or  other  conduct which has resulted or is likely to
  result  in economic damage to the Company, or (v) the failure by the Participant
  to  substantially perform the Participant's duties and obligations as determined
  by  his  or  her  supervisor,  other  than  any  such failure resulting from the
  Participant's  incapacity  due  to  physical  or  mental  illness.
  o) "Vesting"  or  "vest"  means  the ability to exercise the stock option at one
  time  or  in  such  installments  over  the balance of the vesting period as may
  be provided in the stock option agreement.
  p) "Voluntary Termination" means the voluntary termination of a Participant
  who chooses to cease employment with the Company.
  
  Section 3. Administration.
  
  The  portion  of  the  Plan  which relates to the grant of Discretionary Options
  shall  be  administered  by  the  Board.  To  administer the Plan, the Board may
  consider, but is not required to consider, the recommendations of the Committee.
  The  Board is authorized, subject to the provisions of the Plan, to construe and
  interpret  the  Plan,  to  promulgate,  amend  and rescind rules and regulations
  relating to the implementation of the Plan, and to make all other determinations
  necessary  or  advisable  for  all the administration of the Plan. The Board may
  designate  persons  other  than  Board members to carry out its responsibilities
  under such conditions and limitations as it may prescribe, except that the Board
  may not delegate its authority with regard to selection for participation of and
  the granting of Discretionary Options to persons subject to Exchange Act Section
  16(a)  and  16(b),  except  as  specified herein. Any determination, decision or
  action  of  the  Board  in  connection  with  the  construction, interpretation,
  administration,  or  application  of  the  Plan  shall  be final, conclusive and
  binding  upon  all Participants. The Company shall effect the granting of Awards
  under  the  Plan  in  accordance  with  the determinations made by the Board, by
  execution  of  instruments  in  writing  in  such  form as approved by the Board
  ("stock option agreement").
  
  Section 4. Grants.
  
  Grants under the Plan are in the form of Discretionary Stock Options to purchase
  Common  Stock.  Discretionary  Stock Options are herein called "stock options."
  (a)  Stock options may be granted from time to time under the Plan for up to 15%
  of  the  issued  and outstanding shares in the aggregate of Common Stock. Shares
  which are forfeited back to the Company under the Plan may be reissued under the
  Plan. Either authorized but unissued shares or reacquired shares may be used for
  grants.  The  Company may purchase shares required for this purpose. In no event
  will  the  determination  of  the  number of shares available be calculated in a
  manner  inconsistent with applicable laws and regulations as in effect from time
  to time.
  (b) In  no event shall a Discretionary Grant be made under the Plan if the total
  number  of  shares  of  Common  Stock underlying unexercised outstanding options
  granted  under  the  Plan exceeds fifteen percent (15%) of the total outstanding
  Common  Stock  or  would  exceed  fifteen percent (15%) of the total outstanding
  Common Stock if such grant was made.
  
  Section 5. Participation.
  
  Employees eligible for Discretionary Options shall be selected by the Board from
  time  to time from among those executives and other key employees of the Company
  who, in  the Board's judgment, are in a position to contribute materially to the
  Company's success.
  (a) No  Participant  shall  have any rights as a stockholder with respect to any
  Common  Stock  subject to his or her stock options prior to the date as of which
  he or she is actually recorded as the holder of the Common Stock covered by such
  stock options upon PBI's stock records.
  (b) Nothing  in the Plan or any stock option granted hereunder shall confer upon
  any  employee any right to continue in the employ of the Company or interfere in
  any  way with the right of the Company to terminate his or her employment at any
  time.
  
  Section 6. Conditions of Discretionary Options.
  
  (a) Discretionary  Options  shall be evidenced by stock option agreements, which
  shall be subject to the applicable provisions of the Plan and contain such other
  provisions  as  the  Board  shall determine from time to time, such as a defined
  vesting  period  with respect to the initial exercisability of the Discretionary
  Option.  A  Discretionary Option may be exercised at one time or in installments
  over  the  balance  of the vesting period as may be provided in the stock option
  agreement.
  
                                          7
  <PAGE>
  
  (b) The  Discretionary  Option  price  per share shall be not less than the Fair
  Market  Value  of  the  Common Stock as of the date each Discretionary Option is
  granted.
  (c) The  Board  may  permit  the  voluntary surrender of all or a portion of any
  Discretionary  Option to be conditioned upon the granting of a new stock option.
  (d) In  the  event of a Change-of-Control, then notwithstanding any provision of
  this  section or of any provisions of any option agreements to the contrary, all
  Awards  which  have  not  terminated  and which are then held by any Participant
  shall,  as  of such Change-of-Control, become immediately vested and exercisable
  without  regard  to  the  exercise period specified in any relevant stock option
  agreement.
  (e) PBI's  obligation  to issue, transfer or deliver Common Stock under the Plan
  shall  be subject to (i) the effectiveness of a registration statement under the
  Securities  Act  of  1933,  as  amended, with respect to such issue, transfer or
  delivery, if deemed necessary or appropriate, (ii) the condition that the Common
  Stock  reserved  for issuance, if any, shall have been listed (or authorized for
  listing  upon official notice of issuance) upon each stock exchange or quotation
  system  on  which  outstanding  shares of the same class may then be listed, and
  (iii)  all other applicable laws, regulations, rules and orders which shall then
  be in effect.
  (f) If  the  Board  determines that a Participant is incapacitated and unable to
  exercise the Discretionary Options granted under the Plan and has not designated
  a  legal  representative,  the  Board,  in  its  discretion,  may  authorize the
  assignment  of  the  power  to exercise such stock options to a fiduciary, legal
  guardian  or  other  individual  whom  the  Board deems appropriate based on the
  applicable facts and circumstances. Due consideration shall be given to any such
  assignment provided by the Participant prior to the incapacity.
  (g) Captions  preceding  the  sections hereof are inserted solely as a matter of
  convenience  and in no way define or limit the scope or intent of any provisions
  hereof.
  
  Section 7. Exercise of Awards.
  
  (a) Subject  to Sections 6 and 7, each stock option will be exercisable in whole
  or  in  part  from  time  to  time, prior to its cancellation or termination, by
  written  notice to PBI specifying the number of shares, with respect to which it
  is being exercised. If any stock option is being exercised, such notice shall be
  accompanied  by  payment  in  full  of the purchase price by cash or check or in
  other  form  acceptable to the Board, including shares of Common Stock or partly
  in cash or check and partly in such shares, except that the Board may, from time
  to time, impose limits and conditions on the use of such shares for payment. The
  Board  may  alternatively  permit,  under  such  terms  and conditions as it may
  establish  from  time  to  time, payment methods for option exercises which will
  enable  a Participant (other than a Participant who, at the time of exercise, is
  subject  to  Exchange  Act  Section  16(b)) to pay the exercise price of a stock
  option,  from  the  proceeds  of t he sale of shares received as a result of the
  exercise  of  such  stock  option,  through  the delivery of a properly executed
  exercise  notice  together  with  such  other documentation as the Board and the
  broker,  if  applicable, shall require to effect an exercise of the stock option
  and  delivery  to the Company of the amount of sale or loan proceeds required to
  pay the exercise price. Certificates for shares to be received upon the exercise
  of  stock options will be delivered in regular course. All fractional shares are
  payable in cash.
  (b) Except  as provided in Section 8, a stock option may be exercised during the
  lifetime  of the Participant only by the Participant, and after his or her death
  by  the persons to whom the stock option has been transferred by will or by laws
  of descent and distribution. Stock options are not otherwise transferable.
  
  Section 8. Termination of Stock Options.
  Each stock option will terminate upon the earliest of the following:
  (a) The date fixed by the Board when the stock option is granted as set forth in
  the  relevant  stock  option  agreement,  not  to exceed five years from date of
  grant.
  (b) Three  months  after  voluntary termination of employment (not to exceed the
  stock  option  termination  date), after which the Participant shall forfeit all
  rights and Awards for unexercised and nonvested shares under the Plan, except as
  follows:
  (i) If the Participant dies while an employee, vested shares may be exercised by
  Participant's  legal  representative  within one year from death of Participant,
  not to exceed the stock option termination date.
  (ii) Upon  the  Participant's  Retirement  vested shares may be exercised within
  three  years  after  the date of such Retirement, not to exceed the stock option
  termination date.
  
                                          8
  <PAGE>
  
  (iii) If  the  Participant's employment is terminated for Disability or due to a
  lay-off  by  the  Company,  vested shares may be exercised within one year after
  termination  of  employment  not  to  exceed  the stock option termination date.
  (iv) If  the Board determines that the stock option may be exercised (whether or
  not it was fully exercisable) for a longer period of time.
  (v) If a Change-of-Control occurs, all stock option shares shall vest
  immediately, and may be exercised within one year after termination of
  employment, not to exceed the stock option termination date.
  (c) Notwithstanding  anything  hereinabove  to  the contrary, if a Participant's
  employment is terminated by reason of Termination-for- Cause, his or her ability
  to exercise  any stock option shall terminate on the date of such termination of
  employment.  For  this  purpose,  the determination of the Board as to whether a
  Participant's  employment was terminated for reason of Termination-for- Cause is
  final,  conclusive  and  binding  on  the  Participant  and all other respective
  parties.
  
  Section 9. Adjustments.
  In the event of any change in the Common Stock, through the declaration of stock
  dividends, through recapitalization resulting in stock split-ups or combinations
  of  shares,  or  as  the  result of similar events, pro rata adjustment shall be
  automatically  made  in  the number of shares available for issuance pursuant to
  the  exercise  of  Options under the Plan, in the number of shares and price per
  share of all shares subject to outstanding stock options.
  
  Section 10. Amendment and Termination.
  The  Board  may  alter,  suspend  or  terminate  the Plan. Except as provided in
  Sections  6  and  9,  the Board may not, however, increase the maximum number of
  shares  which may be issued under the Plan in the aggregate, materially increase
  or  decrease  the benefits accruing to Participants under the Plan or materially
  modify  the requirements regarding eligibility for participation in the Plan or,
  without  the  written  consent  of the holder thereof, alter or impair any stock
  option  previously  granted under the Plan. No stock option may be granted after
  the  termination  of the Plan, but stock options previously granted may vest and
  be exercised in accordance with their terms.
  
  Section 11. Term.
  The  Plan  shall be adopted by the Board effective as of May 1, 2004, subject to
  approval  by  the  Company's stockholders. The Plan shall remain in effect until
  all  Awards  under  the Plan have been exercised or terminated under the Plan or
  May 1, 2014, whichever occurs first.
  
  Section 12. Governing Law.
  
  The Plan and all determinations made and actions taken pursuant thereto shall be
  governed  by  the  laws  of  the  Province  of British Columbia and construed in
  accordance therewith.
  
                                          9
  <PAGE>
  
  Dated: May 1, 2004
  
  
  Exhibit 4.3
  
  STOCK OPTION AGREEMENT
  
  PURSUANT TO THE  Penn Biotech Inc. 2003 STOCK OPTION PLAN
  
  FOR OFFICERS AND EMPLOYEES
  
  PENN BIOTECH INC.
  
  Stock Option Agreement
  Granted Under 2004 Stock Option Plan
  
  
  Grant of Option
  
  This  Stock  Option  Agreement  (the "Agreement")  evidences  the  grant by Penn
  Biotech Inc.  (the "Company")  on ____________________  (the  "Grant  Date")  to
  ___________________________  an  employee, officer or director of, or consultant
  or adviser to, the Company or any of its subsidiaries (the "Participant"), of an
  option to purchase, in whole or in part, on the terms provided herein and in the
  Company's  2004  Stock  Option Plan (the "Plan"), a total of ____________ shares
  (the "Shares") of common stock of the Company (the "Common Stock") at a price of
  $_____________  per  share.  Unless earlier terminated, this option shall expire
  five years from the Grant Date, (the "Final Exercise Date").
  
  Vesting Schedule
  
  (a)  Subject to the terms and conditions set forth in this Agreement this option
  will  become  exercisable  ("vest")  as to one-third (1/3) of the Shares one (1)
  month  after  the  Grant  Date, 1/3 of the Shares thirteen (13) months after the
  Grant  Date  and one-third (1/3) of the Shares twenty-five (25) months after the
  Grant Date.
  (b) The  right  of exercise shall be cumulative so that to the extent the option
  is  not exercised in any period to the maximum extent possible it shall continue
  to  be exercisable, in whole or in part, with respect to all Shares for which it
  is vested until the earlier of the Final Exercise Date or the termination of the
  option  under  Section  3  hereof  or  the  Plan.
  (c) Upon  a  Change  of  Control  Event  (as defined in the Plan), the number of
  Shares  as  to  which  this  option  has  vested shall be calculated pursuant to
  Section  2(a)  as though the Grant Date were the date that is two years prior to
  the Grant Date.
  
  Exercise of Option
  
  a) In  order  to  exercise this option, the Participant shall notify the Company
  of  the  Participant's  intent  to  exercise  this  option, and shall follow the
  procedures  established  by  the Plan Administrator for exercising stock options
  under  the  Plan and provide payment if full in the manner provided in the Plan.
  The  Participant  may  purchase  less  than the number of Shares covered hereby,
  provided  that  no  partial  exercise  of  this option may be for any fractional
  shares.
  
  b) Except  as  otherwise  provided  in  this  Section  3, this option may not be
  exercised  unless  the  Participant,  at  the  time the option is exercised, is,
  and has been at all times since the Grant Date, an employee, officer or director
  of, or consultant or adviser to, the Company or any of its subsidiaries
  (an "Eligible Participant").
  
  c) If the Participant ceases to be an Eligible Participant for ant reason, then,
  except  as  provided in paragraphs (d) and (e) below, the right to exercise this
  option  shall  terminate  three (3) months after such cessation (but in no event
  after the Final Exercise Date), provided that this option shall be exercisable
  only to the extent that the Participant was entitled to exercise this option on
  the date of such cessation. Notwithstanding the foregoing, if the Participant,
  prior to the Final Exercise Date, violates the non-competition or
  confidentiality provisions of any employment contract, confidentiality and
  non-disclosure agreement or other agreement between the Participant and the
  Company, the right to exercise this option shall terminate immediately upon such
  violation
  d) If the Participant dies or becomes disabled to the extent that they can no
  longer work prior to the Final Exercise Date while they are an Eligible
  Participant and the Company has not terminated such relationship for "cause" as
  specified in paragraph (e) below, this option shall be exercisable, within the
  period of one year following the death or disability of the Participant by the
  Participant or the estate of the Participant, provided that (i) this option
  shall be exercisable only to the extent that this option was exercisable by the
  participant on the date of death or disability, and (ii) this option shall not
  be exercisable after the Final Exercise Date.
  
                                         10
  <PAGE>
  
  e) If the Participant, prior to the Final Exercise Date, is discharged for
  "cause" (as defined below), the right to exercise this option shall terminate
  immediately upon the effective date of such dismissal. "Cause" shall mean
  willful misconduct by the Participant or willful failure by the Participant to
  perform their responsibilities to the Company (including, without limitation,
  breach by the Participant of any employment, consulting, advisory,
  nondisclosure, non-competition or other similar agreement between the
  Participant and the Company), as determined by the Company, which determination
  shall be conclusive. The Participant shall be considered to have been discharged
  for "cause" if the Company determines, prior to or simultaneously with the
  Participant's resignation, that discharge for "cause" was warranted.
  f) If the Participant, prior to the Final Exercise Date, is discharged by the
  Company for a reason other than "cause" (as defined above), then 100% of all
  Shares shall be deemed vested as of the termination date. The period of time for
  exercise of vested options under this paragraph (f) shall be as set forth in
  paragraph (c) above.
  
  Non-transferability of Option
  
  This option may not be sold, assigned, transferred, pledged or otherwise
  encumbered by the Participant, either voluntarily or by operation of law, except
  by will or the laws of descent and distribution, and, during the lifetime of the
  Participant, this option shall only be exercised by the Participant.
  
  Provisions of the Plan
  
  This option is subject to the provisions of the Plan, a copy of which has been
  furnished to the Participant with this option
  
  
  IN WITNESS HEREOF, the Company has caused this option to be executed under its
  corporate seal by its duly authorized officer. This option shall take effect as
  a sealed instrument.
  
  
  
  PENN BIOTECH INC.
  
  
  
  
  ________________________                              __________________________
  Jai Woo Lee, President                                                      Date
  
  
  
  Participant's Acceptance
  
  The undersigned hereby accepts the foregoing option and agrees to the terms and
  conditions thereof. The undersigned hereby acknowledges receipt of a copy of the
  Company's 2004 Stock Option Plan.
  
  
  
  
  PARTICIPANT
  
  
  
  _______________________________                      ___________________________
  Name                                                                        Date
  
  _______________________________
  Signature
  
                                         11
  <PAGE>
  
  INCENTIVE STOCK OPTION EXERCISE FORM
  
  PURSUANT TO THE PENN BIOTECH INC.  2004 STOCK OPTION PLAN
  
  (Date)
  
  Penn Biotech Inc.
  16th Floor, 543 Granville Street
  Vancouver, B.C., Canada V6C 1X8
  
  Dear Sir:
  
  The undersigned elects to exercise the Incentive Stock Option to purchase ______
   shares of Common Stock of Penn Biotech Inc. under and pursuant to a Stock
   Option Agreement dated ________________.
  
  Delivered herewith is a certified or bank cashier's or teller's check and/or
  shares of Common Stock, valued at the fair market value of the stock on the date
  of exercise, as set forth below.
  
                        $                      of cash or check
                          ---------------------
                                               of Common Stock
                          ---------------------
                        $                      Total
                          =====================
  
  
  The name or names to be on the stock certificate or certificates and the address
  and Social Security Number of such person(s) is as follows:
  
  Name:
  Address:
  
  Social Security Number:
  
  Very truly yours,
  
                                         12
  <PAGE>
  
  
  Exhibit 5.1
  
  Letterhead of Legal & Compliance, LLC
  
  June 29, 2004
  
  Penn Biotech Inc.
  16th Floor, 543 Granville Street
  Vancouver, British Columbia
  Canada, V6C 1X8
  
  
  Gentlemen:
  
  Re:    Registration Statement on Form S-8
  
  You have advised us that Penn Biotech Inc.  (the "Company"), a British Columbia,
  Canada  corporation,  is  filing  with  the Securities and Exchange Commission a
  Registration  Statement  on Form S-8 (the "Registration Statement") with respect
  to 2,675,000  shares  of  common  stock of the Company, no par value, , issuable
  pursuant  to  the  Company's  2004 Stock Option Plan ("Plan") and 3,000,000 such
  other  shares issuable to employees and consultants (collectively, the "Shares")
  As  legal  counsel to the Company, you have requested us to furnish you with our
  opinion  as  to  the  legality of such Shares as shall be offered by the Company
  pursuant to the Plan and the Registration Statement.
  
  We have examined the Company's Articles of Incorporation, and the resolutions of
  the  Company's  Board  of Directors, with respect to the matters relating to the
  Plan  and the Registration Statement. We have also examined such other corporate
  records  of the Company and the Company's public filings with the Securities and
  Exchange  Commission,  as  we  have deemed relevant and necessary, and have also
  considered  such questions of law, as we have deemed relevant and necessary as a
  basis  for  the  opinion  expressed  herein.  We  have, for the purposes of this
  opinion, assumed the genuineness and authenticity of all signatures on documents
  provided to us by the Company, and the authenticity of all documents and records
  submitted to us by the Company, including any copies thereof as being conforming
  to the originals thereof.
  
  Based  upon and subject to the foregoing qualifications expressed herein, we are
  of  the opinion that the Shares to be issued by the Company and sold pursuant to
  the  Registration  Statement  will  be  validly  issued,  fully  paid,  and
  non-assessable.
  
  This  opinion  is  being  furnished to the Company solely in connection with the
  Company's  filing of the Registration Statement with the Securities and Exchange
  Commission,  and  we  hereby  consent  to  the use of this opinion as an exhibit
  thereto.  This  opinion  may  not be relied upon, used by, or distributed to any
  person  or  entity  for  any  purpose other than that expressly set forth herein
  without our prior express written consent.
  
  
  
  
                                                                  Sincerely yours,
  
                                                                 /s/ Laura Anthony
                                                                 Laura E. Anthony,
                                                                      For the Firm
  
                                         13
  <PAGE>
  
  
  Exhibit 23.1
  
  
                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
  
  
  
  June 30, 2004
  
  The Directors
  Penn Biotech Inc.
  16th Floor, 543 Granville Street
  Vancouver, B.C.
  V6C 1X8
  
  Dear Sirs:
  
  Re: Penn Biotech Inc.'s Registration Statement on Form S-8 dated on or about
      June 29, 2004
  
  We  consent  to the use of our report dated January 31, 2003, except as to notes
  2 (c)(d)(e)  and  4  which  is  as  of  March 26, 2003 and note 6 which is as of
  November 5,  2003  with respect to the balance sheet as of December 31, 2002 and
  the  related  statements  of operations, cash flows and shareholders' equity for
  the  period  from  incorporation on October 23, 2002 to December 31, 2002 in the
  registration  statement on Form S-8 of Penn Biotech Inc. for the registration of
  5,675,000  shares  of Penn Biotech Inc. common stock, of no par value per share.
  
  
  Yours very truly,
  
  /s/ Pannell Kerr Forster
  Chartered Accountants
  
  Vancouver, Canada
  June 30, 2004
  
                                         14
  <PAGE>
  
  
                                  End of Filing
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 45349}]
metadata_filer: {"company-data": {"conformed-name": "PENN BIOTECH INC", "cik": "0001212787", "assigned-sic": "9995", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117104", "film-number": "04898620"}, "mail-address": {"street1": "16F 543 GRANVILLE ST", "city": "VANCOUVER BC V6C 1XB", "state": "A1", "zip": "9999999999"}}
text: As filed with the Securities and Exchange Commission on June 30, 2004
                             Registration No. 333-102931
  
                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                Penn Biotech Inc.
              (Exact name of Registrant as specified in its charter)
  British Columbia, Canada                        8731-26                                 N/A
  (State or other jurisdiction of       (Primary Standard Industrial        (I.R.S. Employer Identification
  incorporation or organization)         Classification Code Number)                    Number)
  Penn Biotech Inc. 2004 Stock Option Plan
          Penn Biotech  Inc. employee incentive and consultants compensation
                             (Full Title of the Plans)
  
                                   Jai Woo Lee
                             President and Director
                        16th Floor, 543 Granville Street
                    Vancouver, British Columbia, Canada V6C 1X8
                                 604 647 0044
             (Name, address and telephone number of agent for service)
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF EACH CLASS OF      AMOUNT TO
     SECURITIES TO BE            BE                  PROPOSED MAXIMUM           PROPOSED MAXIMUM          AMOUNT OF
        REGISTERED            REGISTERED          OFFERING PRICE PER UNIT   AGGREGATE OFFERING PRICE  REGISTRATION FEE
  --------------------------------------------------------  -------------  -----------------------------------------
  Common stock, without
  No  value:
  $0.0006 paid in per share    2,675,000 shares          1.20                     US$3,210,000             US$406.39
  
  Common stock, without
  No  value:
  $0.0006 paid in per share    3,000,000 shares          1.50                     US$4,500,000             US$570.15
  1
  (1) The  maximum  number  of  shares  of Common Stock issuable upon awards to be
  granted  under the Penn Biotech Inc. 2004 Stock Option Plan amounts to 2,675,000
  shares, and are being registered under this Registration Statement and for which
  a registration fee is being paid. In addition 3,000,000 of additional shares may
  be  offered and issued to employees or consultants in lieu of cash compensation.
  
  (2) Under  Rule  457(h)  of the 1933 Act, the registration fee may be calculated
  based  upon  the price at which the stock options may be exercised. An aggregate
  of  5,675,000  shares are being registered hereby, of which 2,675,000 shares are
  under  option  at  an  exercise  price  of  $1.20  per  share ($3,210,000 in the
  aggregate).  The  remainder of such shares, consisting of 3,000,000 shares to be
  awarded  as employee incentive and consultant compensation, are being registered
  based  upon  the  anticipated  average  of the high and low prices of the Common
  Stock  of the Registrant as quoted on the Nasd OTC:BB, and expected to be in the
  range  of $1.50 per share ($4,500,000 in the aggregate), for a total offering of
  $7,710,000.
  
  This  Registration  Statement shall become effective automatically upon the date
  of  filing, in accordance with Section 8(a) of the Securities Act of 1933 ("1933
  Act") and Rule 462 of the 1933 Act.
  
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1. Plan Information. *
  
  Item 2. Registrant Information and Employee Plan Annual Information. *
  
  *This  Registration Statement relates to the registration of 5,675,000 shares of
  Penn  Biotech Inc. (the "Company" or "Registrant") common stock, of no par value
  per  share (the "Common Stock") issuable to consultants, employees, officers and
  directors  of the Registrant or its subsidiaries as compensation for services in
  accordance  with  the  Company's  2004  Stock  Option Plan under which 2,675,000
  shares  are  issuable.  A  further  3,000,000  shares  are  issuable as employee
  incentive  consultant compensation (together, the "Plans"). Documents containing
  the  information  required by Part I of this Registration Statement will be sent
  or  given  to  participants  in  the  Plan  as specified by Rule 428(b)(1). Such
  documents  are  not  filed  with  the  Securities  and  Exchange Commission (the
  "Commission")  either  as part of this Registration Statement or as prospectuses
  or  prospectus  supplements  pursuant  to  Rule  424,  in  reliance on Rule 428.
  
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
  
  The  Company  became subject to the informational requirements of the Securities
  Exchange  Act  of  1934 (the "1934 Act") on May 27, 2003 and, accordingly, files
  periodic  reports  and  other  information  with  the Commission. Reports, proxy
  statements  and  other  information  concerning  the  Company  filed  with  the
  Commission  may  be inspected and copies may be obtained at the Commission's web
  sight at  http://www.sec.gov/edgar/searchedgar/companysearch.html
  
  The  following  documents  filed  by  the  Company  are  incorporated  in  this
  Registration Statement by reference:
  
  (a) The  Company's  6K  filings  as  filed  with  the  Commission  May 21, 2004,
  April 16, 2004, April 5, 2004, March 17, 2004, March 5, 2004, December 24, 2003,
  August 28, 2003 and July 25, 2003 ;
  
  (b) The  description  of  the Company's securities as contained in the Company's
  Registration  Statement  on  Form  F-1,  as filed with the Commission on May 27,
  2003.
  
  All  documents  subsequently  filed  by  the Company pursuant to Sections 13(a),
  13(c),  14,  and  15(d) of the 1934 Act, prior to the filing of a post-effective
  amendment  which  indicates  that all securities offered have been sold or which
  deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
  Item 4. Description of Securities.
  
  Not Applicable
  
                                          2
  Item 5. Interests of Named Experts and Counsel.
  
  Not Applicable
  
  Item 6. Indemnification of Directors and Officers.
  
  Part 5,  Division  5  of  the  Business  Corporations  Act  of  British Columbia
  describes  those  circumstances  under  which directors, officers, employees and
  agents  may  be insured or indemnified against liability which they may incur in
  their capacities as such.
  
  Part 22 of the Articles of Incorporation of the Company requires indemnification
  of  directors,  officers,  employees or agents of the Company to the full extent
  permissible under British Columbia law.
  
  The  registrant  believes  that these provisions assist the registrant in, among
  other things, attracting and retaining qualified persons to serve the registrant
  and  its  subsidiary.  However, a result of such provisions could be to increase
  the  expenses  of  the  registrant  and  effectively  reduce  the  ability  of
  stockholders  to  sue on behalf of the registrant because certain suits could be
  barred  or  amounts that might otherwise be obtained on behalf of the registrant
  could  be  required  to  be  repaid  by  the registrant to an indemnified party.
  
  The  Company  may purchase and maintain insurance on behalf of any person who is
  or  was  a  director,  officer,  employee,  or agent of the Company or is or was
  serving at the request of the Company as a director, officer, employee, or agent
  of  another  corporation, partnership, joint venture, trust, or other enterprise
  against  any liability asserted against the person and incurred by the person in
  any  such  capacity  or  arising  out  of his status as such, whether or not the
  Company  would  have  the  power  to indemnify the person against such liability
  under the provisions of the Articles of Incorporation.
  
  Insofar  as  indemnification for liabilities arising under the Securities Act of
  1933  ("1933  Act")  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 1933 Act and is
  therefore unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
  Not Applicable
  
  Item 8. Exhibits.
  
  For  a  list  of  all  exhibits  filed  or included as part of this Registration
  Statement,  see  "Index  to Exhibits" at the end of this Registration Statement.
  
  Item 9. Undertakings.
  
  (a) The undersigned Registrant hereby undertakes:
  
  (1) To  file,  during  any  period  in  which  offers or sales are being made, a
  post-effective amendment to this Registration Statement;
  
  (i) To  include  any  prospectus  required  by Section 10(a)(3) of the 1933 Act;
  
  (ii) To  reflect  in  the  prospectus  any  facts  or  events  arising after the
  effective  date of the Registration Statement (or the most recent post-effective
  amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
  fundamental  change in the information set forth in the Registration Statement;
  
  (iii) To  include  any  material  information  with  respect  to  the  plan  of
  distribution  not  previously  disclosed  in  the  Registration Statement or any
  material  change  to  such  information  in the Registration Statement; provided
  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
  Registration  Statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic  reports filed by the Registrant pursuant to Section 13 or 15(d) of the
  1934 Act that are incorporated by reference in the Registration Statement.
  
  (2) That,  for the purpose of determining any liability under the 1933 Act, 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
  (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 1933 Act each filing of the Registrant's
  annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
  where  applicable,  each  filing  of  an  employee  benefit plan's annual report
  pursuant  to section 15(d) of the 1934 Act) 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) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
  delivered  with the prospectus, to each person to whom the prospectus is sent or
  given,  the  latest  annual  report, to security holders that is incorporated by
  reference  in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
  requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
  financial information required to be presented by Article 3 of Regulation S-X is
  not  set  forth  in the prospectus, to deliver, or cause to be delivered to each
  person to whom the prospectus is sent or given, the latest quarterly report that
  is specifically incorporated by reference in the prospectus to provide such
  interim financial information.
  
  (d) Insofar as indemnification for liabilities arising under the 1933 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 1933 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
  expressed in the 1933 Act and will be governed by the final adjudication of such
  issue.
  
  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, thereunto duly
  authorized, in the City of Vancouver in the Province of British Columbia, on the
  2nd day of June 2004.
  
                                                                 Penn Biotech Inc.
  
                                                           By:      /s/Jai Woo Lee
                                                                       Jai Woo Lee
                                                            President and Director
                                                  (Duly Authorized Representative)
  
                                          4
  POWER OF ATTORNEY
  
  We,  the  undersigned  directors  and  officers  of Penn Biotech Inc., do hereby
  severally constitute and appoint Jai Woo Lee as our true and lawful attorney and
  agent,  to  do  any  and  all  things  and  acts  in our names in the capacities
  indicated  below  and to execute any and all instruments for us and in our names
  in  the  capacities indicated below which said Jai Woo Lee may deem necessary or
  advisable to enable Penn Biotech Inc. to comply with the Securities Act of 1933,
  as  amended,  and  any rules, regulations and requirements of the Securities and
  Exchange  Commission,  in connection with the Registration Statement on Form S-8
  relating  to  the  registrant, including specifically, but not limited to, power
  and  authority  to  sign, for any of us in our names in the capacities indicated
  below,  the  Registration  Statement  and  any  and  all  amendments  (including
  post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
  said Jai Woo Lee shall 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  below  by  the following persons in the capacities
  indicated as of the date indicated.
  
  /s/Hye Kyung Kim
  Hye Kyung Kim
  Secretary and Director
  
  Date: June 29, 2004
  
  /s/Craig Auringer
  Craig Auringer
  Director
  
  Date: June 29, 2004
  
  INDEX TO EXHIBITS
  
  Exhibit                                              Description
  
  4.1                                 Penn  Biotech  Inc.  2004  Stock Option Plan
  
  4.3                                 Form of Stock Option Agreement to be entered
                                      into with respect to Stock Options under the
                                      Stock Option Plan
  
  5.1                                 Opinion  of  Laura  Anthony,  of  Legal  and
                                      Compliance,  LLC  as  to the validity of the
                                      Common Stock being registered
  
  23.1                                Consent  of  Pannell Kerr Forster, Chartered
                                      Accountants
  
                                          5
  Exhibit 4.1
  Penn Biotech Inc. 2004 Stock Option Plan
  
  Section 1. Purpose.
  
  The  purpose of the Penn Biotech Inc ("PBI") 2004 Stock Option Plan (the "Plan")
  is  to promote the interests of PBI, its Subsidiaries (PBI and its Subsidiaries,
  collectively,  the  "Company"), and its stockholders by (a) providing incentives
  for  executives  and  other  key  employees  of  the  Company,  and non-employee
  Directors  of  PBI,  (b)  encouraging  stock  ownership  by  such individuals by
  providing  them  with  a means to acquire a proprietary interest in the Company,
  and  (c) aiding in attracting and retaining individuals of the calibre necessary
  for the Company's continued growth and profitability.
  
  Section 2. Definitions.
  
  For purposes of the Plan, the following terms shall have the meanings set forth
  below:
  a) "Award"  or  "Awards"  means  an  award  or  grant of Stock Options made to a
  Participant under Section 4 of the Plan.
  b) "Board" means PBI's Board of Directors.
  c) A "Change-of-Control"  shall  be  deemed to have occurred if (i) PBI shall be
  merged  or  consolidated  with  another  corporation  and,  as  a result of such
  merger  or  consolidation,  less  than  75% of the outstanding voting securities
  of  the  surviving  or  resulting  corporation  shall  be  owned  directly  or
  indirectly  in  the  aggregate  by  the  former  PBI  stockholders  as  the same
  shall  have  existed  immediately  prior  to  such merger or consolidation, (ii)
  PBI  shall  sell  all  or  substantially  all  of  its  assets  to  another
  corporation  or  other  entity  which  is  not  a  wholly owned Subsidiary or an
  affiliate of PBI, or (iii) a person, within the meaning in Section
  
  3(a)(9)  or  of  Section  13(d)(3) of the Exchange Act (as in effect on the date
  hereof),  shall  acquire  50%  or  more  of  PBI's outstanding voting securities
  (whether  directly, indirectly, beneficially or on record). For purposes hereof,
  ownership  of  voting  securities  shall  take  into  account  and shall include
  ownership  as  determined  by  applying  the  provision  of  Exchange  Act  Rule
  13d-3(d)(1)(i) (as in effect on the date hereof).
  
  d) "Committee"  means  the  compensation committee of the Board.
  e) "Common  Stock"  means  the  no  par value common stock of PBI, or any equity
  security of PBI issued in substitution, exchange, or in lieu thereof.
  f) "Disability"  means  disability as determined by the Board in accordance with
  standards and procedures similar to those that are generally understood
  g) "Discretionary  Option"  means  a  Stock Option to purchase Common Stock that
  is granted hereunder to a Participant.
  h) "Exchange  Act"  means the Securities Exchange Act of 1934, as amended and in
  effect from time to time, or any successor statute.
  i) "Fair  Market  Value"  means  on  any  given  date,  the closing price of the
  Common Stock as quoted on the exchange or quotation system where the
  securities of the Company are offered for trading for the date in
  question. If no sales of Common Stock were made on that date, the closing
  price of a share of Common Stock as reported for the preceding day on
  which sales of Common Stock were made shall be substituted.
  j) "Insider"  means  a  Participant who is subject to the reporting requirements
  of Exchange Act Section 16 with respect to PBI.
  k) "Participant"  means  any  person  who  is  employed  by the Company or is an
  Outside Director and who is granted an Award under the Plan.
  l) "Retirement"  means  retirement from active employment with the Company or as
  a  Board  member  on  or  after  the  normal  retirement  date  specified in the
  Company's  retirement  plan  or  such  earlier  retirement  date  as approved by
  the  Committee  for  purposes  of  this  Plan.
  m) "Subsidiary"  shall  mean  a  subsidiary  of  PBI, whether  now  or hereafter
  existing, and whether direct or indirect.
  
                                         6
  n) "Termination-for-Cause"  means  termination  of  the Participant's employment
  by the Company by written notice to the Participant, specifying the event
  relied upon for such termination, due to
  (i) the Participant's willful misconduct in respect of his or her duties for the
  Company,  (ii)  conviction  for  a felony or perpetration of a common law fraud,
  (iii)  failure to comply with applicable laws or corporate policies with respect
  to  the  execution  of  the  Company's  business  operations, (iv) theft, fraud,
  embezzlement,  dishonesty  or  other  conduct which has resulted or is likely to
  result  in economic damage to the Company, or (v) the failure by the Participant
  to  substantially perform the Participant's duties and obligations as determined
  by  his  or  her  supervisor,  other  than  any  such failure resulting from the
  Participant's  incapacity  due  to  physical  or  mental  illness.
  o) "Vesting"  or  "vest"  means  the ability to exercise the stock option at one
  time  or  in  such  installments  over  the balance of the vesting period as may
  be provided in the stock option agreement.
  p) "Voluntary Termination" means the voluntary termination of a Participant
  who chooses to cease employment with the Company.
  
  Section 3. Administration.
  
  The  portion  of  the  Plan  which relates to the grant of Discretionary Options
  shall  be  administered  by  the  Board.  To  administer the Plan, the Board may
  consider, but is not required to consider, the recommendations of the Committee.
  The  Board is authorized, subject to the provisions of the Plan, to construe and
  interpret  the  Plan,  to  promulgate,  amend  and rescind rules and regulations
  relating to the implementation of the Plan, and to make all other determinations
  necessary  or  advisable  for  all the administration of the Plan. The Board may
  designate  persons  other  than  Board members to carry out its responsibilities
  under such conditions and limitations as it may prescribe, except that the Board
  may not delegate its authority with regard to selection for participation of and
  the granting of Discretionary Options to persons subject to Exchange Act Section
  16(a)  and  16(b),  except  as  specified herein. Any determination, decision or
  action  of  the  Board  in  connection  with  the  construction, interpretation,
  administration,  or  application  of  the  Plan  shall  be final, conclusive and
  binding  upon  all Participants. The Company shall effect the granting of Awards
  under  the  Plan  in  accordance  with  the determinations made by the Board, by
  execution  of  instruments  in  writing  in  such  form as approved by the Board
  ("stock option agreement").
  
  Section 4. Grants.
  
  Grants under the Plan are in the form of Discretionary Stock Options to purchase
  Common  Stock.  Discretionary  Stock Options are herein called "stock options."
  (a)  Stock options may be granted from time to time under the Plan for up to 15%
  of  the  issued  and outstanding shares in the aggregate of Common Stock. Shares
  which are forfeited back to the Company under the Plan may be reissued under the
  Plan. Either authorized but unissued shares or reacquired shares may be used for
  grants.  The  Company may purchase shares required for this purpose. In no event
  will  the  determination  of  the  number of shares available be calculated in a
  manner  inconsistent with applicable laws and regulations as in effect from time
  to time.
  (b) In  no event shall a Discretionary Grant be made under the Plan if the total
  number  of  shares  of  Common  Stock underlying unexercised outstanding options
  granted  under  the  Plan exceeds fifteen percent (15%) of the total outstanding
  Common  Stock  or  would  exceed  fifteen percent (15%) of the total outstanding
  Common Stock if such grant was made.
  
  Section 5. Participation.
  
  Employees eligible for Discretionary Options shall be selected by the Board from
  time  to time from among those executives and other key employees of the Company
  who, in  the Board's judgment, are in a position to contribute materially to the
  Company's success.
  (a) No  Participant  shall  have any rights as a stockholder with respect to any
  Common  Stock  subject to his or her stock options prior to the date as of which
  he or she is actually recorded as the holder of the Common Stock covered by such
  stock options upon PBI's stock records.
  (b) Nothing  in the Plan or any stock option granted hereunder shall confer upon
  any  employee any right to continue in the employ of the Company or interfere in
  any  way with the right of the Company to terminate his or her employment at any
  time.
  
  Section 6. Conditions of Discretionary Options.
  
  (a) Discretionary  Options  shall be evidenced by stock option agreements, which
  shall be subject to the applicable provisions of the Plan and contain such other
  provisions  as  the  Board  shall determine from time to time, such as a defined
  vesting  period  with respect to the initial exercisability of the Discretionary
  Option.  A  Discretionary Option may be exercised at one time or in installments
  over  the  balance  of the vesting period as may be provided in the stock option
  agreement.
  
                                          7
  (b) The  Discretionary  Option  price  per share shall be not less than the Fair
  Market  Value  of  the  Common Stock as of the date each Discretionary Option is
  granted.
  (c) The  Board  may  permit  the  voluntary surrender of all or a portion of any
  Discretionary  Option to be conditioned upon the granting of a new stock option.
  (d) In  the  event of a Change-of-Control, then notwithstanding any provision of
  this  section or of any provisions of any option agreements to the contrary, all
  Awards  which  have  not  terminated  and which are then held by any Participant
  shall,  as  of such Change-of-Control, become immediately vested and exercisable
  without  regard  to  the  exercise period specified in any relevant stock option
  agreement.
  (e) PBI's  obligation  to issue, transfer or deliver Common Stock under the Plan
  shall  be subject to (i) the effectiveness of a registration statement under the
  Securities  Act  of  1933,  as  amended, with respect to such issue, transfer or
  delivery, if deemed necessary or appropriate, (ii) the condition that the Common
  Stock  reserved  for issuance, if any, shall have been listed (or authorized for
  listing  upon official notice of issuance) upon each stock exchange or quotation
  system  on  which  outstanding  shares of the same class may then be listed, and
  (iii)  all other applicable laws, regulations, rules and orders which shall then
  be in effect.
  (f) If  the  Board  determines that a Participant is incapacitated and unable to
  exercise the Discretionary Options granted under the Plan and has not designated
  a  legal  representative,  the  Board,  in  its  discretion,  may  authorize the
  assignment  of  the  power  to exercise such stock options to a fiduciary, legal
  guardian  or  other  individual  whom  the  Board deems appropriate based on the
  applicable facts and circumstances. Due consideration shall be given to any such
  assignment provided by the Participant prior to the incapacity.
  (g) Captions  preceding  the  sections hereof are inserted solely as a matter of
  convenience  and in no way define or limit the scope or intent of any provisions
  hereof.
  
  Section 7. Exercise of Awards.
  
  (a) Subject  to Sections 6 and 7, each stock option will be exercisable in whole
  or  in  part  from  time  to  time, prior to its cancellation or termination, by
  written  notice to PBI specifying the number of shares, with respect to which it
  is being exercised. If any stock option is being exercised, such notice shall be
  accompanied  by  payment  in  full  of the purchase price by cash or check or in
  other  form  acceptable to the Board, including shares of Common Stock or partly
  in cash or check and partly in such shares, except that the Board may, from time
  to time, impose limits and conditions on the use of such shares for payment. The
  Board  may  alternatively  permit,  under  such  terms  and conditions as it may
  establish  from  time  to  time, payment methods for option exercises which will
  enable  a Participant (other than a Participant who, at the time of exercise, is
  subject  to  Exchange  Act  Section  16(b)) to pay the exercise price of a stock
  option,  from  the  proceeds  of t he sale of shares received as a result of the
  exercise  of  such  stock  option,  through  the delivery of a properly executed
  exercise  notice  together  with  such  other documentation as the Board and the
  broker,  if  applicable, shall require to effect an exercise of the stock option
  and  delivery  to the Company of the amount of sale or loan proceeds required to
  pay the exercise price. Certificates for shares to be received upon the exercise
  of  stock options will be delivered in regular course. All fractional shares are
  payable in cash.
  (b) Except  as provided in Section 8, a stock option may be exercised during the
  lifetime  of the Participant only by the Participant, and after his or her death
  by  the persons to whom the stock option has been transferred by will or by laws
  of descent and distribution. Stock options are not otherwise transferable.
  
  Section 8. Termination of Stock Options.
  Each stock option will terminate upon the earliest of the following:
  (a) The date fixed by the Board when the stock option is granted as set forth in
  the  relevant  stock  option  agreement,  not  to exceed five years from date of
  grant.
  (b) Three  months  after  voluntary termination of employment (not to exceed the
  stock  option  termination  date), after which the Participant shall forfeit all
  rights and Awards for unexercised and nonvested shares under the Plan, except as
  follows:
  (i) If the Participant dies while an employee, vested shares may be exercised by
  Participant's  legal  representative  within one year from death of Participant,
  not to exceed the stock option termination date.
  (ii) Upon  the  Participant's  Retirement  vested shares may be exercised within
  three  years  after  the date of such Retirement, not to exceed the stock option
  termination date.
  
                                          8
  (iii) If  the  Participant's employment is terminated for Disability or due to a
  lay-off  by  the  Company,  vested shares may be exercised within one year after
  termination  of  employment  not  to  exceed  the stock option termination date.
  (iv) If  the Board determines that the stock option may be exercised (whether or
  not it was fully exercisable) for a longer period of time.
  (v) If a Change-of-Control occurs, all stock option shares shall vest
  immediately, and may be exercised within one year after termination of
  employment, not to exceed the stock option termination date.
  (c) Notwithstanding  anything  hereinabove  to  the contrary, if a Participant's
  employment is terminated by reason of Termination-for- Cause, his or her ability
  to exercise  any stock option shall terminate on the date of such termination of
  employment.  For  this  purpose,  the determination of the Board as to whether a
  Participant's  employment was terminated for reason of Termination-for- Cause is
  final,  conclusive  and  binding  on  the  Participant  and all other respective
  parties.
  
  Section 9. Adjustments.
  In the event of any change in the Common Stock, through the declaration of stock
  dividends, through recapitalization resulting in stock split-ups or combinations
  of  shares,  or  as  the  result of similar events, pro rata adjustment shall be
  automatically  made  in  the number of shares available for issuance pursuant to
  the  exercise  of  Options under the Plan, in the number of shares and price per
  share of all shares subject to outstanding stock options.
  
  Section 10. Amendment and Termination.
  The  Board  may  alter,  suspend  or  terminate  the Plan. Except as provided in
  Sections  6  and  9,  the Board may not, however, increase the maximum number of
  shares  which may be issued under the Plan in the aggregate, materially increase
  or  decrease  the benefits accruing to Participants under the Plan or materially
  modify  the requirements regarding eligibility for participation in the Plan or,
  without  the  written  consent  of the holder thereof, alter or impair any stock
  option  previously  granted under the Plan. No stock option may be granted after
  the  termination  of the Plan, but stock options previously granted may vest and
  be exercised in accordance with their terms.
  
  Section 11. Term.
  The  Plan  shall be adopted by the Board effective as of May 1, 2004, subject to
  approval  by  the  Company's stockholders. The Plan shall remain in effect until
  all  Awards  under  the Plan have been exercised or terminated under the Plan or
  May 1, 2014, whichever occurs first.
  
  Section 12. Governing Law.
  
  The Plan and all determinations made and actions taken pursuant thereto shall be
  governed  by  the  laws  of  the  Province  of British Columbia and construed in
  accordance therewith.
  
                                          9
  Dated: May 1, 2004
  
  Exhibit 4.3
  
  STOCK OPTION AGREEMENT
  
  PURSUANT TO THE  Penn Biotech Inc. 2003 STOCK OPTION PLAN
  
  FOR OFFICERS AND EMPLOYEES
  
  PENN BIOTECH INC.
  
  Stock Option Agreement
  Granted Under 2004 Stock Option Plan
  
  Grant of Option
  
  This  Stock  Option  Agreement  (the "Agreement")  evidences  the  grant by Penn
  Biotech Inc.  (the "Company")  on ____________________  (the  "Grant  Date")  to
  ___________________________  an  employee, officer or director of, or consultant
  or adviser to, the Company or any of its subsidiaries (the "Participant"), of an
  option to purchase, in whole or in part, on the terms provided herein and in the
  Company's  2004  Stock  Option Plan (the "Plan"), a total of ____________ shares
  (the "Shares") of common stock of the Company (the "Common Stock") at a price of
  $_____________  per  share.  Unless earlier terminated, this option shall expire
  five years from the Grant Date, (the "Final Exercise Date").
  
  Vesting Schedule
  
  (a)  Subject to the terms and conditions set forth in this Agreement this option
  will  become  exercisable  ("vest")  as to one-third (1/3) of the Shares one (1)
  month  after  the  Grant  Date, 1/3 of the Shares thirteen (13) months after the
  Grant  Date  and one-third (1/3) of the Shares twenty-five (25) months after the
  Grant Date.
  (b) The  right  of exercise shall be cumulative so that to the extent the option
  is  not exercised in any period to the maximum extent possible it shall continue
  to  be exercisable, in whole or in part, with respect to all Shares for which it
  is vested until the earlier of the Final Exercise Date or the termination of the
  option  under  Section  3  hereof  or  the  Plan.
  (c) Upon  a  Change  of  Control  Event  (as defined in the Plan), the number of
  Shares  as  to  which  this  option  has  vested shall be calculated pursuant to
  Section  2(a)  as though the Grant Date were the date that is two years prior to
  the Grant Date.
  
  Exercise of Option
  
  a) In  order  to  exercise this option, the Participant shall notify the Company
  of  the  Participant's  intent  to  exercise  this  option, and shall follow the
  procedures  established  by  the Plan Administrator for exercising stock options
  under  the  Plan and provide payment if full in the manner provided in the Plan.
  The  Participant  may  purchase  less  than the number of Shares covered hereby,
  provided  that  no  partial  exercise  of  this option may be for any fractional
  shares.
  
  b) Except  as  otherwise  provided  in  this  Section  3, this option may not be
  exercised  unless  the  Participant,  at  the  time the option is exercised, is,
  and has been at all times since the Grant Date, an employee, officer or director
  of, or consultant or adviser to, the Company or any of its subsidiaries
  (an "Eligible Participant").
  
  c) If the Participant ceases to be an Eligible Participant for ant reason, then,
  except  as  provided in paragraphs (d) and (e) below, the right to exercise this
  option  shall  terminate  three (3) months after such cessation (but in no event
  after the Final Exercise Date), provided that this option shall be exercisable
  only to the extent that the Participant was entitled to exercise this option on
  the date of such cessation. Notwithstanding the foregoing, if the Participant,
  prior to the Final Exercise Date, violates the non-competition or
  confidentiality provisions of any employment contract, confidentiality and
  non-disclosure agreement or other agreement between the Participant and the
  Company, the right to exercise this option shall terminate immediately upon such
  violation
  d) If the Participant dies or becomes disabled to the extent that they can no
  longer work prior to the Final Exercise Date while they are an Eligible
  Participant and the Company has not terminated such relationship for "cause" as
  specified in paragraph (e) below, this option shall be exercisable, within the
  period of one year following the death or disability of the Participant by the
  Participant or the estate of the Participant, provided that (i) this option
  shall be exercisable only to the extent that this option was exercisable by the
  participant on the date of death or disability, and (ii) this option shall not
  be exercisable after the Final Exercise Date.
  
                                         10
  e) If the Participant, prior to the Final Exercise Date, is discharged for
  "cause" (as defined below), the right to exercise this option shall terminate
  immediately upon the effective date of such dismissal. "Cause" shall mean
  willful misconduct by the Participant or willful failure by the Participant to
  perform their responsibilities to the Company (including, without limitation,
  breach by the Participant of any employment, consulting, advisory,
  nondisclosure, non-competition or other similar agreement between the
  Participant and the Company), as determined by the Company, which determination
  shall be conclusive. The Participant shall be considered to have been discharged
  for "cause" if the Company determines, prior to or simultaneously with the
  Participant's resignation, that discharge for "cause" was warranted.
  f) If the Participant, prior to the Final Exercise Date, is discharged by the
  Company for a reason other than "cause" (as defined above), then 100% of all
  Shares shall be deemed vested as of the termination date. The period of time for
  exercise of vested options under this paragraph (f) shall be as set forth in
  paragraph (c) above.
  
  Non-transferability of Option
  
  This option may not be sold, assigned, transferred, pledged or otherwise
  encumbered by the Participant, either voluntarily or by operation of law, except
  by will or the laws of descent and distribution, and, during the lifetime of the
  Participant, this option shall only be exercised by the Participant.
  
  Provisions of the Plan
  
  This option is subject to the provisions of the Plan, a copy of which has been
  furnished to the Participant with this option
  
  IN WITNESS HEREOF, the Company has caused this option to be executed under its
  corporate seal by its duly authorized officer. This option shall take effect as
  a sealed instrument.
  
  PENN BIOTECH INC.
  
  ________________________                              __________________________
  Jai Woo Lee, President                                                      Date
  
  Participant's Acceptance
  
  The undersigned hereby accepts the foregoing option and agrees to the terms and
  conditions thereof. The undersigned hereby acknowledges receipt of a copy of the
  Company's 2004 Stock Option Plan.
  
  PARTICIPANT
  
  _______________________________                      ___________________________
  Name                                                                        Date
  
  _______________________________
  Signature
  
                                         11
  INCENTIVE STOCK OPTION EXERCISE FORM
  
  PURSUANT TO THE PENN BIOTECH INC.  2004 STOCK OPTION PLAN
  
  (Date)
  
  Penn Biotech Inc.
  16th Floor, 543 Granville Street
  Vancouver, B.C., Canada V6C 1X8
  
  Dear Sir:
  
  The undersigned elects to exercise the Incentive Stock Option to purchase ______
   shares of Common Stock of Penn Biotech Inc. under and pursuant to a Stock
   Option Agreement dated ________________.
  
  Delivered herewith is a certified or bank cashier's or teller's check and/or
  shares of Common Stock, valued at the fair market value of the stock on the date
  of exercise, as set forth below.
  
                        $                      of cash or check
                          ---------------------
                                               of Common Stock
                          ---------------------
                        $                      Total
                          =====================
  
  The name or names to be on the stock certificate or certificates and the address
  and Social Security Number of such person(s) is as follows:
  
  Name:
  Address:
  
  Social Security Number:
  
  Very truly yours,
  
                                         12
  Exhibit 5.1
  
  Letterhead of Legal & Compliance, LLC
  
  June 29, 2004
  
  Penn Biotech Inc.
  16th Floor, 543 Granville Street
  Vancouver, British Columbia
  Canada, V6C 1X8
  
  Gentlemen:
  
  Re:    Registration Statement on Form S-8
  
  You have advised us that Penn Biotech Inc.  (the "Company"), a British Columbia,
  Canada  corporation,  is  filing  with  the Securities and Exchange Commission a
  Registration  Statement  on Form S-8 (the "Registration Statement") with respect
  to 2,675,000  shares  of  common  stock of the Company, no par value, , issuable
  pursuant  to  the  Company's  2004 Stock Option Plan ("Plan") and 3,000,000 such
  other  shares issuable to employees and consultants (collectively, the "Shares")
  As  legal  counsel to the Company, you have requested us to furnish you with our
  opinion  as  to  the  legality of such Shares as shall be offered by the Company
  pursuant to the Plan and the Registration Statement.
  
  We have examined the Company's Articles of Incorporation, and the resolutions of
  the  Company's  Board  of Directors, with respect to the matters relating to the
  Plan  and the Registration Statement. We have also examined such other corporate
  records  of the Company and the Company's public filings with the Securities and
  Exchange  Commission,  as  we  have deemed relevant and necessary, and have also
  considered  such questions of law, as we have deemed relevant and necessary as a
  basis  for  the  opinion  expressed  herein.  We  have, for the purposes of this
  opinion, assumed the genuineness and authenticity of all signatures on documents
  provided to us by the Company, and the authenticity of all documents and records
  submitted to us by the Company, including any copies thereof as being conforming
  to the originals thereof.
  
  Based  upon and subject to the foregoing qualifications expressed herein, we are
  of  the opinion that the Shares to be issued by the Company and sold pursuant to
  the  Registration  Statement  will  be  validly  issued,  fully  paid,  and
  non-assessable.
  
  This  opinion  is  being  furnished to the Company solely in connection with the
  Company's  filing of the Registration Statement with the Securities and Exchange
  Commission,  and  we  hereby  consent  to  the use of this opinion as an exhibit
  thereto.  This  opinion  may  not be relied upon, used by, or distributed to any
  person  or  entity  for  any  purpose other than that expressly set forth herein
  without our prior express written consent.
  
                                                                  Sincerely yours,
  
                                                                 /s/ Laura Anthony
                                                                 Laura E. Anthony,
                                                                      For the Firm
  
                                         13
  Exhibit 23.1
  
                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
  
  June 30, 2004
  
  The Directors
  Penn Biotech Inc.
  16th Floor, 543 Granville Street
  Vancouver, B.C.
  V6C 1X8
  
  Dear Sirs:
  
  Re: Penn Biotech Inc.'s Registration Statement on Form S-8 dated on or about
      June 29, 2004
  
  We  consent  to the use of our report dated January 31, 2003, except as to notes
  2 (c)(d)(e)  and  4  which  is  as  of  March 26, 2003 and note 6 which is as of
  November 5,  2003  with respect to the balance sheet as of December 31, 2002 and
  the  related  statements  of operations, cash flows and shareholders' equity for
  the  period  from  incorporation on October 23, 2002 to December 31, 2002 in the
  registration  statement on Form S-8 of Penn Biotech Inc. for the registration of
  5,675,000  shares  of Penn Biotech Inc. common stock, of no par value per share.
  
  Yours very truly,
  
  /s/ Pannell Kerr Forster
  Chartered Accountants
  
  Vancouver, Canada
  June 30, 2004
  
                                         14
  End of Filing