SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

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

                         ------------------------------



                          POCKETSPEC TECHNOLOGIES INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)


         COLORADO                                            84-1461919
----------------------------                          --------------------------
(State or other jurisdiction                          (IRS Employer File Number)
 of incorporation)


                               3225 East 2nd Ave.
                             DENVER, COLORADO 80206
             ------------------------------------------------------
              (Address of principal executive offices and Zip code)


                         2002 STOCK COMPENSATION PLAN I
                      -------------------------------------
                            (Full title of the plan)


                   F. Jeffrey Krupka, Chief Executive Officer
                               3225 East 2nd Ave.
                             Denver, Colorado 80206
                    -----------------------------------------
                     (Name and address of agent for service)


                                  (303)393-8020
         --------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE


  Title of         Amount    Proposed Maximum   Proposed Maximum       Amount Of
Securities To      To Be      Offering Price       Aggregate        Registration
Be Registered    Registered   Per Share(1)      Offering Price(1)        Fee
-------------    ----------  ----------------   -----------------    -----------



COMMON SHARES      700,000         $0.30            $210,000            $100.00
$0.001 par value
OPTIONS TO         700,000         $0.00            $  0.00             $  0.00
PURCHASE SHARES
TOTAL                                                                   $100.00
(minimum fee)

----------------
     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457.
----------------

<PAGE>

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s)  containing the information concerning the 2002 Stock
Compensation  Plan I (the "Plan") of  PocketSpec  Technologies  Inc., a Colorado
corporation (the  "Registrant" or the "Company"),  dated August 1, 2002 required
by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and the statement of availability of registrant  information,
employee benefit plan annual reports and other information required by Item 2 of
Form S-8 will be sent or given to  participants  as  specified  in Rule 428.  In
accordance  with  Rule  428 and the  requirements  of Part I of Form  S-8,  such
documents are not being filed with the Securities and Exchange  Commission  (the
"Commission")  either as part of this  registration  statement  on Form S-8 (the
"Registration  Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. The Company will  maintain a file of such  documents in  accordance
with the provisions of Rule 428. Upon request,  the Company shall furnish to the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which have been filed by the  Company  with the
Securities and Exchange  Commission,  are hereby  incorporated by reference into
this Prospectus:

     a.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          January 31, 2002; and

     b.   The Company's  Current  Reports on Forms 10-QSB and 8-K  subsequent to
          January  31, 2002 and up to and  including  the date of filing of this
          Registration Statement;

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this Registration  Statement which indicates that all securities  offered hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated in this Registration  Statement by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in this Registration  Statement, in a supplement to
this Registration  Statement or in a document  incorporated by reference herein,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  supplement  to this  Registration  Statement or in any  document  that is
subsequently  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     We are  authorized to issue  50,000,000  shares of Common Stock,  par value
$0.001 per share, and 1,000,000 shares of non-voting  Preferred Stock, par value
$1.00 per share,  to have such classes and preferences as our Board of Directors
may  determine  from time to time.  A total of  18,631,863  common  shares  were
outstanding as of July 31, 2002. No shares of Preferred  Stock were  outstanding
as of July 31, 2002.

Common Stock

     Each share of Common Stock is entitled to one vote,  either in person or by
proxy,  on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders,  including the election of directors. The holders of Common
Stock (i) have equal,  ratable rights to dividends from funds legally  available
therefore, when, as and if declared by the Board  of Directors  of the  Company;

<PAGE>


(ii) are entitled to share ratably in all of the assets of the Company available
for  distribution  to holders of Common Stock upon  liquidation,  dissolution or
winding  up of the  affairs  of the  Company;  (iii) do not have  preemptive  or
redemption  provisions  applicable  thereto;  and (iv) are  entitled  to one non
cumulative vote per share on all matters on which  shareholders  may vote at all
meetings of shareholders.

     All shares of Common Stock issued and  outstanding  are, and those  offered
hereby,  when  issued,  will be fully paid and  nonassessable,  with no personal
liability attaching to the ownership thereof.

Preferred Stock

     As of the date hereof,  there are no shares of  preferred  stock issued and
outstanding.  The Company's Articles of Incorporation authorizes the issuance of
"blank  check"  preferred  stock in one or more  classes  or  series  with  such
designations,  rights,  preferences  and  restrictions as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors may,
without  prior  shareholder  approval,  issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely affect the
relative  voting power or other rights of the holders of the Preferred  Stock or
the Common Stock. Preferred Stock could be used, under certain circumstances, as
a method of  discouraging,  delaying  or  preventing  a change in control of the
Company.  Although the Company has no present intention of issuing any shares of
Preferred Stock, there can be no assurance that it will not do so in the future.
If the Company issues Preferred Stock,  such issuance may have a dilutive effect
upon the common  shareholders,  and the  purchasers  of the  securities  offered
hereby.

Transfer Agent

     The Company has appointed Corporate Stock Transfer, Inc., 3200 Cherry Creek
Drive, Suite 430, Denver, Colorado 80209 as transfer agent for the Common Stock.
Their phone number is (303)282-4800.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Persons and  entities  affiliated  with David  Wagner &  Associates,  P.C.,
Attorneys  at  Law,  special   securities   counsel  for  the  purpose  of  this
Registration Statement,  and whose opinion as to the legality of the issuance of
the Shares  hereunder is attached hereto as Exhibit 5, own a total of 332,000 of
our common shares.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Registrant's Articles of Incorporation and Bylaws and the Colorado Business
Corporation Act provide for  indemnification  of directors and officers  against
certain  liabilities.  In general,  officers  and  directors of  Registrant  are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted  in  good  faith,  and are not  deemed  to be  liable  to  Registrant  for
negligence or misconduct in the performance of their duties.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number      Description
-------     -------------------------------------------------------------------
4.1         2002 Stock Compensation Plan I, dated August 1, 2002.

5           Opinion of Counsel, David Wagner & Associates, P.C.

23.1        Consent of Cordovano and Harvey,P.C.,  Independent Certified Public
            Accountants.

23.2        Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).


<PAGE>



ITEM 9.  UNDERTAKINGS

     1. The Registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represent a fundamental  change in the formation 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;

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

          (c) 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.

     2. The 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 Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Denver, State of Colorado, on this 8th day of August,
2002.



                                      PocketSpec Technologies Inc.


Dated: 8/8/02                        By:   /s/ F. JEFFREY KRUPKA
                                           -------------------------------------
                                           F. Jeffrey Krupka
                                           President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


                                     CHIEF FINANCIAL OFFICER


Dated: 8/8/02                        By:   /s/ CYNTHIA KETTL
                                           -------------------------------------
                                           Cynthia Kettl
                                           Treasurer and Director


Dated: 8/8/02                        By:   /s/ F. JEFFREY KRUPKA
                                           -------------------------------------
                                           F. Jeffrey Krupka
                                           Director


Dated: 8/8/02                        By:   /s/ JANET BROPHY
                                           -----------------------
                                           JANET BROPHY
                                           Director

Dated: 8/8/02                        By:   /s/ ROGER S. HUTCHISON
                                           -----------------------
                                           ROGER S. HUTCHISON
                                           Director

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                           ---------------------------



                          PocketSpec Technologies Inc.
               --------------------------------------------------
               (Exact name of Issuer as specified in its charter)



                                    EXHIBITS
<PAGE>


                                  EXHIBIT INDEX





EXHIBIT
NUMBER            DESCRIPTION
-------     -------------------------------------------------------------------
4.1         2002 Stock Compensation Plan I, dated August 1, 2002.

5           Opinion of Counsel, David Wagner & Associates, P.C.

23.1        Consent of Cordovano and Harvey,P.C.,  Independent Certified Public
            Accountants.

23.2        Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "filename": "pkts8_8142002.txt", "description": "REGISTRATION OF SECURITIES", "secsgml_size_bytes": 15566}]
{"company-data": {"conformed-name": "POCKETSPEC TECHNOLOGIES INC", "cik": "0001065659", "assigned-sic": "8200", "irs-number": "841461919", "state-of-incorporation": "CO", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98159", "film-number": "02739502"}, "business-address": {"street1": "3225 E 2ND AVE", "city": "DENVER", "state": "CO", "zip": "80206", "phone": "3033938060"}, "mail-address": {"street1": "3225 E 2ND AVE", "city": "DENVER", "state": "CO", "zip": "80206"}, "former-company": [{"former-conformed-name": "MONUMENT GALLERIES INC", "date-changed": "19991214"}, {"former-conformed-name": "REAL ESTATE OPPORTUNITIES INC", "date-changed": "20001107"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

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

                         ------------------------------

                          POCKETSPEC TECHNOLOGIES INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)

         COLORADO                                            84-1461919
----------------------------                          --------------------------
(State or other jurisdiction                          (IRS Employer File Number)
 of incorporation)

                               3225 East 2nd Ave.
                             DENVER, COLORADO 80206
             ------------------------------------------------------
              (Address of principal executive offices and Zip code)

                         2002 STOCK COMPENSATION PLAN I
                      -------------------------------------
                            (Full title of the plan)

                   F. Jeffrey Krupka, Chief Executive Officer
                               3225 East 2nd Ave.
                             Denver, Colorado 80206
                    -----------------------------------------
                     (Name and address of agent for service)

                                  (303)393-8020
         --------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

  Title of         Amount    Proposed Maximum   Proposed Maximum       Amount Of
Securities To      To Be      Offering Price       Aggregate        Registration
Be Registered    Registered   Per Share(1)      Offering Price(1)        Fee
-------------    ----------  ----------------   -----------------    -----------

COMMON SHARES      700,000         $0.30            $210,000            $100.00
$0.001 par value
OPTIONS TO         700,000         $0.00            $  0.00             $  0.00
PURCHASE SHARES
TOTAL                                                                   $100.00
(minimum fee)

----------------
     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457.
----------------
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s)  containing the information concerning the 2002 Stock
Compensation  Plan I (the "Plan") of  PocketSpec  Technologies  Inc., a Colorado
corporation (the  "Registrant" or the "Company"),  dated August 1, 2002 required
by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and the statement of availability of registrant  information,
employee benefit plan annual reports and other information required by Item 2 of
Form S-8 will be sent or given to  participants  as  specified  in Rule 428.  In
accordance  with  Rule  428 and the  requirements  of Part I of Form  S-8,  such
documents are not being filed with the Securities and Exchange  Commission  (the
"Commission")  either as part of this  registration  statement  on Form S-8 (the
"Registration  Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. The Company will  maintain a file of such  documents in  accordance
with the provisions of Rule 428. Upon request,  the Company shall furnish to the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which have been filed by the  Company  with the
Securities and Exchange  Commission,  are hereby  incorporated by reference into
this Prospectus:

     a.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          January 31, 2002; and

     b.   The Company's  Current  Reports on Forms 10-QSB and 8-K  subsequent to
          January  31, 2002 and up to and  including  the date of filing of this
          Registration Statement;

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this Registration  Statement which indicates that all securities  offered hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated in this Registration  Statement by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in this Registration  Statement, in a supplement to
this Registration  Statement or in a document  incorporated by reference herein,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  supplement  to this  Registration  Statement or in any  document  that is
subsequently  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     We are  authorized to issue  50,000,000  shares of Common Stock,  par value
$0.001 per share, and 1,000,000 shares of non-voting  Preferred Stock, par value
$1.00 per share,  to have such classes and preferences as our Board of Directors
may  determine  from time to time.  A total of  18,631,863  common  shares  were
outstanding as of July 31, 2002. No shares of Preferred  Stock were  outstanding
as of July 31, 2002.

Common Stock

     Each share of Common Stock is entitled to one vote,  either in person or by
proxy,  on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders,  including the election of directors. The holders of Common
Stock (i) have equal,  ratable rights to dividends from funds legally  available
therefore, when, as and if declared by the Board  of Directors  of the  Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for  distribution  to holders of Common Stock upon  liquidation,  dissolution or
winding  up of the  affairs  of the  Company;  (iii) do not have  preemptive  or
redemption  provisions  applicable  thereto;  and (iv) are  entitled  to one non
cumulative vote per share on all matters on which  shareholders  may vote at all
meetings of shareholders.

     All shares of Common Stock issued and  outstanding  are, and those  offered
hereby,  when  issued,  will be fully paid and  nonassessable,  with no personal
liability attaching to the ownership thereof.

Preferred Stock

     As of the date hereof,  there are no shares of  preferred  stock issued and
outstanding.  The Company's Articles of Incorporation authorizes the issuance of
"blank  check"  preferred  stock in one or more  classes  or  series  with  such
designations,  rights,  preferences  and  restrictions as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors may,
without  prior  shareholder  approval,  issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely affect the
relative  voting power or other rights of the holders of the Preferred  Stock or
the Common Stock. Preferred Stock could be used, under certain circumstances, as
a method of  discouraging,  delaying  or  preventing  a change in control of the
Company.  Although the Company has no present intention of issuing any shares of
Preferred Stock, there can be no assurance that it will not do so in the future.
If the Company issues Preferred Stock,  such issuance may have a dilutive effect
upon the common  shareholders,  and the  purchasers  of the  securities  offered
hereby.

Transfer Agent

     The Company has appointed Corporate Stock Transfer, Inc., 3200 Cherry Creek
Drive, Suite 430, Denver, Colorado 80209 as transfer agent for the Common Stock.
Their phone number is (303)282-4800.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Persons and  entities  affiliated  with David  Wagner &  Associates,  P.C.,
Attorneys  at  Law,  special   securities   counsel  for  the  purpose  of  this
Registration Statement,  and whose opinion as to the legality of the issuance of
the Shares  hereunder is attached hereto as Exhibit 5, own a total of 332,000 of
our common shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Registrant's Articles of Incorporation and Bylaws and the Colorado Business
Corporation Act provide for  indemnification  of directors and officers  against
certain  liabilities.  In general,  officers  and  directors of  Registrant  are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted  in  good  faith,  and are not  deemed  to be  liable  to  Registrant  for
negligence or misconduct in the performance of their duties.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number      Description
-------     -------------------------------------------------------------------
4.1         2002 Stock Compensation Plan I, dated August 1, 2002.

5           Opinion of Counsel, David Wagner & Associates, P.C.

23.1        Consent of Cordovano and Harvey,P.C.,  Independent Certified Public
            Accountants.

23.2        Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
ITEM 9.  UNDERTAKINGS

     1. The Registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represent a fundamental  change in the formation 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;

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

          (c) 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.

     2. The 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 Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Denver, State of Colorado, on this 8th day of August,
2002.

                                      PocketSpec Technologies Inc.

Dated: 8/8/02                        By:   /s/ F. JEFFREY KRUPKA
                                           -------------------------------------
                                           F. Jeffrey Krupka
                                           President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

                                     CHIEF FINANCIAL OFFICER

Dated: 8/8/02                        By:   /s/ CYNTHIA KETTL
                                           -------------------------------------
                                           Cynthia Kettl
                                           Treasurer and Director

Dated: 8/8/02                        By:   /s/ F. JEFFREY KRUPKA
                                           -------------------------------------
                                           F. Jeffrey Krupka
                                           Director

Dated: 8/8/02                        By:   /s/ JANET BROPHY
                                           -----------------------
                                           JANET BROPHY
                                           Director

Dated: 8/8/02                        By:   /s/ ROGER S. HUTCHISON
                                           -----------------------
                                           ROGER S. HUTCHISON
                                           Director
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                          PocketSpec Technologies Inc.
               --------------------------------------------------
               (Exact name of Issuer as specified in its charter)

                                    EXHIBITS
EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION
-------     -------------------------------------------------------------------
4.1         2002 Stock Compensation Plan I, dated August 1, 2002.

5           Opinion of Counsel, David Wagner & Associates, P.C.

23.1        Consent of Cordovano and Harvey,P.C.,  Independent Certified Public
            Accountants.

23.2        Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).