SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ===========================
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933
                           ===========================

                             Klever Marketing, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                         36-3688583
         --------                                         ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            350 West 300 South, Suite 201, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

             Amended Stock Incentive Plan of Klever Marketing, Inc.
             ------------------------------------------------------
                            (Full title of the plan)


   Richard J. Trout, 350 West 300 South, Suite 201, Salt Lake City, Utah 84101
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (801) 322-1221

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================= ================= ======================== ========================= =================
Title of Securities to be         Amounts to be     Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered        Offering Price Per       Aggregate Offering Price  Registration Fee
                                                    Share(1)

--------------------------------- ----------------- ------------------------ ------------------------- -----------------
<S>                               <C>               <C>                      <C>                       <C>
Common Stock, 0.001 par value           20,000,000        $0.05                   $1,000,000           $80.90
================================= ================= ======================== ========================= =================
</TABLE>

         (1)      Bona Fide  estimate  of  maximum  offering  price  solely  for
                  calculating  the  registration  fee pursuant to Rule 457(h) of
                  the Securities Act of 1933, based on the average bid and asked
                  price of the registrant's common stock as of August 11, 2003 a
                  date within five  business days prior to the date of filing of
                  this registration statement.

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

<PAGE>


             Amended Stock Incentive Plan of Klever Marketing, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

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

Registration Statement Item Numbers and Headings              Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

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

                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by Klever  Marketing,  Inc., a Delaware
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended December 31, 2002.

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

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section

<PAGE>

12 of the Exchange Act. The Company is presently  authorized to issue 20,000,000
shares of $0.01 par value Common Stock.  The Company  presently  has  13,570,578
shares issued and outstanding. The holders of common stock, including the shares
offered hereby, and those issuable upon exercise of any Warrants or Options, are
entitled to equal dividends and  distributions,  per share,  with respect to the
common  stock  when,  as and if declared  by the Board of  Directors  from funds
legally  available  therefor.  No  holder of any  shares  of common  stock has a
pre-emptive  right to subscribe  for any  securities  of the Company nor are any
common shares subject to redemption or convertible  into other securities of the
Company.  Upon liquidation,  dissolution or winding up of the Company, and after
payment of  creditors  and  preferred  stockholders,  if any, the assets will be
divided pro-rata on a  share-for-share  basis among the holders of the shares of
common stock. All shares of common stock now outstanding are fully paid, validly
issued and  non-assessable.  Each share of common  stock is entitled to one vote
with  respect to the  election of any  director  or any other  matter upon which
shareholders are required or permitted to vote.  Holders of the Company's common
stock do not have cumulative voting rights, so that the holders of more than 50%
of the combined shares voting for the election of directors may elect all of the
directors,  if they  choose to do so and,  in that  event,  the  holders  of the
remaining  shares  will  not be  able to  elect  any  members  to the  Board  of
Directors.

Item 5. Interests of Named Experts and Counsel

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest,  direct  or  indirect,  in the  Company  having a value in  excess  of
$50,000.

Item 6. Indemnification of Directors and Officers

Deleware  Corporation  Law Section 145 provides that a corporation  may limit or
eliminate  officers'  and  directors'  personal  liability  for good  faith acts
believed to be in the best  interests  of the  Corporation  and with  respect to
criminal acts where the director had no reasonable  cause to believe his actions
were unlawful. The Company's By Laws,  specifically Article Seven, Section Seven
provides:  "the Corporation shall indemnify its officers,  directors,  employees
and agents to the extent  permitted by the General  Corporation Law of Delaware.
In actions,  proceedings and suits  involving an officer or director  because of
their being or having been an officer or  director,  other than actions by or in
the  right  of the  corporation,  Deleware  Corporation  Laws  Section  145 (the
"Delaware  Statute")  permits a corporation  to indemnify  directors or officers
against  actual and reasonable  expenses,  including  attorney fees,  judgments,
fines and amounts paid in settlement.  The Delaware  Statute applies to actions,
proceedings or suits whether civil,  criminal,  administrative or arbitrative in
nature.   However,   unless  a  court  directs  otherwise,   indemnification  is
permissible  only if the officer or director  meets the  applicable  standard of
conduct and  indemnification is proper under the circumstances.  In civil cases,
the  standard of conduct  requires  the officer or director to act in good faith

<PAGE>

and in a manner he or she  reasonably  believes  to be in or not  opposed to the
best interests of the Company.  In criminal  cases, an officer or director meets
the  standard of conduct if they had no  reasonable  cause to believe his or her
conduct  was  unlawful.  The  board of  directors  acting  through  a quorum  of
disinterested  directors,  independent legal counsel  designated by the board of
directors, or the shareholders shall determine whether indemnification is proper
under  the  circumstances.   Termination  of  proceedings  by  judgment,  order,
settlement,  conviction  or plea of no  contest or its  equivalent,  does not of
itself  establish a  presumption  that the officer or director  did not meet the
applicable  standard of conduct.  In actions by or in the right of the  Company,
the Company may indemnify an officer or director against expenses provided he or
she satisfies the applicable  standard of conduct.  However,  the Company cannot
indemnify  an officer or  director  adjudged  liable to the  corporation  on any
claim,  issue or matter unless,  and to the extent,  the court  determines  that
despite the  adjudication of liability,  and in light of all the  circumstances,
the officer or  director is fairly and  reasonably  entitled  to  indemnity  for
expenses.  In all  proceedings,  whether  by or in the right of the  Company  or
otherwise,  the  Delaware  Statute  requires  indemnification  to the extent the
officer or director is  successful  on the merits or otherwise in defense of the
proceeding  or in  defense  of any claim,  issue or matter  therein.  A Delaware
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Delaware  Statute does not exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and  were  material  to  the  cause  of  action.  The  foregoing  discussion  of
indemnification merely summarizes certain aspects of indemnification  provisions
and is limited by  reference  to Deleware  Corporation  Laws  Section  145,  and
Article VII of the Company's Bylaws.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

Item 7.   Exemption from Registration Claimed

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


<PAGE>

Item 8. Exhibits.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on August 13, 2003.

                                                     Klever Marketing, Inc.

                                                     By:   /s/Richard J. Trout

                                                     Richard J. Trout,
                                                     as President and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
and on the date indicated.

Signature                             Title                      Date

 /s/ Richard J. Trout                 President and Director     August 13, 2002
---------------------------------
Richard J. Trout

 /s/ D. Paul Smith                    Director                   August 15, 2002
---------------------------------
D. Paul Smith

 /s/ Michael L. Mills                 Director                   August 13, 2002
---------------------------------
Michael L. Mills

C. Terry Warner                       Director                   August 15, 2002
---------------------------------
C. Terry Warner

 /s/ William C. Bailey                Director                   August 18, 2002
---------------------------------
William C. Bailey


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                             Klever Marketing, Inc.

                            (a Delaware corporation)








<PAGE>






                                INDEX TO EXHIBITS

                                                                            Page

Exhibits  SEC Ref. No.   Description of Exhibit

  A           4          Amended Stock Incentive Plan of the Company           9
  B         23(a)        Consent of Accountant                                17
  C       5, 23(b)       Opinion and consent of Counsel with respect to the   18
                         legality of the issuance of securities being issued
[{"type": "S-8", "sequence": "1", "filename": "forms8081803.txt", "secsgml_size_bytes": 18736}]
{"company-data": {"conformed-name": "KLEVER MARKETING INC", "cik": "0000866439", "assigned-sic": "7372", "irs-number": "363688583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108062", "film-number": "03853936"}, "business-address": {"street1": "350 WEST 300 SOUTH SUITE 201", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8013221221"}, "mail-address": {"street1": "350 WEWT SOUTH SUITE 201", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "VIDEOCART INC", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ===========================
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933
                           ===========================

                             Klever Marketing, Inc.
                             ----------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                         36-3688583
         --------                                         ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            350 West 300 South, Suite 201, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

             Amended Stock Incentive Plan of Klever Marketing, Inc.
             ------------------------------------------------------
                            (Full title of the plan)

   Richard J. Trout, 350 West 300 South, Suite 201, Salt Lake City, Utah 84101
            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (801) 322-1221

                         CALCULATION OF REGISTRATION FEE
================================= ================= ======================== ========================= =================
Title of Securities to be         Amounts to be     Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered        Offering Price Per       Aggregate Offering Price  Registration Fee
                                                    Share(1)

--------------------------------- ----------------- ------------------------ ------------------------- -----------------
Common Stock, 0.001 par value           20,000,000        $0.05                   $1,000,000           $80.90
================================= ================= ======================== ========================= =================
(1)      Bona Fide  estimate  of  maximum  offering  price  solely  for
                  calculating  the  registration  fee pursuant to Rule 457(h) of
                  the Securities Act of 1933, based on the average bid and asked
                  price of the registrant's common stock as of August 11, 2003 a
                  date within five  business days prior to the date of filing of
                  this registration statement.

                  In addition,  pursuant to Rule 416(c) under the Securities Act
                  of  1933,   this   Registration   Statement   also  covers  an
                  indeterminate  amount  of  interests  to be  offered  or  sold
                  pursuant to the Plan described herein.
Amended Stock Incentive Plan of Klever Marketing, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

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

Registration Statement Item Numbers and Headings              Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

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

                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by Klever  Marketing,  Inc., a Delaware
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended December 31, 2002.

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

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. The Company is presently  authorized to issue 20,000,000
shares of $0.01 par value Common Stock.  The Company  presently  has  13,570,578
shares issued and outstanding. The holders of common stock, including the shares
offered hereby, and those issuable upon exercise of any Warrants or Options, are
entitled to equal dividends and  distributions,  per share,  with respect to the
common  stock  when,  as and if declared  by the Board of  Directors  from funds
legally  available  therefor.  No  holder of any  shares  of common  stock has a
pre-emptive  right to subscribe  for any  securities  of the Company nor are any
common shares subject to redemption or convertible  into other securities of the
Company.  Upon liquidation,  dissolution or winding up of the Company, and after
payment of  creditors  and  preferred  stockholders,  if any, the assets will be
divided pro-rata on a  share-for-share  basis among the holders of the shares of
common stock. All shares of common stock now outstanding are fully paid, validly
issued and  non-assessable.  Each share of common  stock is entitled to one vote
with  respect to the  election of any  director  or any other  matter upon which
shareholders are required or permitted to vote.  Holders of the Company's common
stock do not have cumulative voting rights, so that the holders of more than 50%
of the combined shares voting for the election of directors may elect all of the
directors,  if they  choose to do so and,  in that  event,  the  holders  of the
remaining  shares  will  not be  able to  elect  any  members  to the  Board  of
Directors.

Item 5. Interests of Named Experts and Counsel

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest,  direct  or  indirect,  in the  Company  having a value in  excess  of
$50,000.

Item 6. Indemnification of Directors and Officers

Deleware  Corporation  Law Section 145 provides that a corporation  may limit or
eliminate  officers'  and  directors'  personal  liability  for good  faith acts
believed to be in the best  interests  of the  Corporation  and with  respect to
criminal acts where the director had no reasonable  cause to believe his actions
were unlawful. The Company's By Laws,  specifically Article Seven, Section Seven
provides:  "the Corporation shall indemnify its officers,  directors,  employees
and agents to the extent  permitted by the General  Corporation Law of Delaware.
In actions,  proceedings and suits  involving an officer or director  because of
their being or having been an officer or  director,  other than actions by or in
the  right  of the  corporation,  Deleware  Corporation  Laws  Section  145 (the
"Delaware  Statute")  permits a corporation  to indemnify  directors or officers
against  actual and reasonable  expenses,  including  attorney fees,  judgments,
fines and amounts paid in settlement.  The Delaware  Statute applies to actions,
proceedings or suits whether civil,  criminal,  administrative or arbitrative in
nature.   However,   unless  a  court  directs  otherwise,   indemnification  is
permissible  only if the officer or director  meets the  applicable  standard of
conduct and  indemnification is proper under the circumstances.  In civil cases,
the  standard of conduct  requires  the officer or director to act in good faith
and in a manner he or she  reasonably  believes  to be in or not  opposed to the
best interests of the Company.  In criminal  cases, an officer or director meets
the  standard of conduct if they had no  reasonable  cause to believe his or her
conduct  was  unlawful.  The  board of  directors  acting  through  a quorum  of
disinterested  directors,  independent legal counsel  designated by the board of
directors, or the shareholders shall determine whether indemnification is proper
under  the  circumstances.   Termination  of  proceedings  by  judgment,  order,
settlement,  conviction  or plea of no  contest or its  equivalent,  does not of
itself  establish a  presumption  that the officer or director  did not meet the
applicable  standard of conduct.  In actions by or in the right of the  Company,
the Company may indemnify an officer or director against expenses provided he or
she satisfies the applicable  standard of conduct.  However,  the Company cannot
indemnify  an officer or  director  adjudged  liable to the  corporation  on any
claim,  issue or matter unless,  and to the extent,  the court  determines  that
despite the  adjudication of liability,  and in light of all the  circumstances,
the officer or  director is fairly and  reasonably  entitled  to  indemnity  for
expenses.  In all  proceedings,  whether  by or in the right of the  Company  or
otherwise,  the  Delaware  Statute  requires  indemnification  to the extent the
officer or director is  successful  on the merits or otherwise in defense of the
proceeding  or in  defense  of any claim,  issue or matter  therein.  A Delaware
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Delaware  Statute does not exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and  were  material  to  the  cause  of  action.  The  foregoing  discussion  of
indemnification merely summarizes certain aspects of indemnification  provisions
and is limited by  reference  to Deleware  Corporation  Laws  Section  145,  and
Article VII of the Company's Bylaws.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  re-offered  or resold  pursuant  to this
registration statement.
Item 8. Exhibits.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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, on August 13, 2003.

                                                     Klever Marketing, Inc.

                                                     By:   /s/Richard J. Trout

                                                     Richard J. Trout,
                                                     as President and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
and on the date indicated.

Signature                             Title                      Date

 /s/ Richard J. Trout                 President and Director     August 13, 2002
---------------------------------
Richard J. Trout

 /s/ D. Paul Smith                    Director                   August 15, 2002
---------------------------------
D. Paul Smith

 /s/ Michael L. Mills                 Director                   August 13, 2002
---------------------------------
Michael L. Mills

C. Terry Warner                       Director                   August 15, 2002
---------------------------------
C. Terry Warner

 /s/ William C. Bailey                Director                   August 18, 2002
---------------------------------
William C. Bailey
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                             Klever Marketing, Inc.

                            (a Delaware corporation)
INDEX TO EXHIBITS

                                                                            Page

Exhibits  SEC Ref. No.   Description of Exhibit

  A           4          Amended Stock Incentive Plan of the Company           9
  B         23(a)        Consent of Accountant                                17
  C       5, 23(b)       Opinion and consent of Counsel with respect to the   18
                         legality of the issuance of securities being issued