Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933


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


                          ALTRIMEGA HEALTH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)


                                   87-0631750
                      (I.R.S. Employer Identification No.)


                           5600 BELL STREET, SUITE 111
                              AMARILLO, TEXAS 79106
                    (Address of Principal Executive Offices)



                      EARL INGARFIELD CONSULTING AGREEMENT
                            (Full Title of the Plan)


                                  KELLEY MAGEE
                           5600 BELL STREET, SUITE 111
                              AMARILLO, TEXAS 79106
                     (Name and Address of Agent For Service)


                                 (806) 331-6398
          (Telephone Number, Including Area Code, of Agent for Service)


                                    COPY TO:


                             Clayton E. Parker, Esq.
                            Ronald S. Haligman, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                 AMOUNT                OFFERING PRICE         AGGREGATE OFFERING      AMOUNT OF REGISTRATION
TO BE REGISTERED               TO BE REGISTERED          PER SHARE (1)(2)           PRICE (1)(2)               FEE (1)(2)
---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                <C>                 <C>                           <C>
Common Stock, par value      11,000,000  shares                 $0.05               $550,000.00                   $50.60
$0.001 per share
--------------------------- ------------ ----------- ------------------------- ------------------------ -------------------------

(1)      This  Registration  Statement  covers,  in addition to the number of shares of Common  Stock stated  above,  options to
         purchase or acquire the shares of Common Stock covered by the Prospectus.

(2)      Pursuant to Rule  457(h)(1) of the  Securities  Exchange Act of 1934,  the proposed  maximum  offering price per share,
         proposed  maximum  aggregate  offering price and amount of registration fee were computed based upon the average of the
         high and low prices of the shares of Common Stock on August 29, 2002.
</TABLE>

<PAGE>

                                     PART I


                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.


                                     PART II


                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The following  documents have been previously filed by Altrimega Health
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
year ended  December 31,  2001,  filed with the  Commission  on April 1, 2002 as
amended.

                  (b) The description of the Company's Common Stock contained in
its Registration  Statement on Form 10-SB,  filed with the Commission on January
21, 2000 as amended,  pursuant to the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

                  (c) The Company's  Current  Report on Form 8-K, filed with the
Commission on August 16, 2002.

                  (d) The  Company's  Quarterly  Report on Form  10-QSB  for the
three months ended June 30, 2002, filed with the Commission on August 4, 2002.

                  (e) The Company's  Current  Report on Form 8-K, filed with the
Commission on July 26, 2002.

                  (f) The Company's  Current  Report on Form 8-K, filed with the
Commission on July 19, 2002.

                  (g) The  Company's  Quarterly  Report on Form  10-QSB  for the
three months ended, filed with the Commission on May 15, 2002.

                  (h) The Company's  Current  Report on Form 8-K, filed with the
Commission on March 27, 2002.

                  (i) The Company'  Current  Report on Form 8-K,  filed with the
Commission on March 27, 2002.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.



                                       2
<PAGE>


Item 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         The  Company  will  indemnify  each  director,  to the  fullest  extent
permitted  by law,  from and against any and all claims of any type arising from
or related to his past or future acts or  omissions  as a director or officer of
the Company and any of our subsidiaries.  In addition, the Company has agreed to
advance all expenses of each director as they are incurred and in advance of the
final disposition of any claim.

         Pursuant to our bylaws,  the Company is obligated to indemnify  each of
its directors and officers to the fullest  extent  permitted by law with respect
to all liability and loss suffered,  and reasonable  expenses incurred,  by such
person in any action, suit, or proceeding in which such person was or is made or
threatened  to be made a party or is  otherwise  involved  by reason of the fact
that such person is or was a director or officer of the Company.  The  Company's
bylaws further eliminate  personal  liability of a director or an officer to the
Company  or to any of our  stockholders  for  monetary  damages  for a breach of
fiduciary  duty as a director or an officer  except for acts or omissions  which
involve  negligence or  misconduct,  or a knowing  violation of law. We are also
obligated to pay the reasonable expenses of indemnified directors or officers in
defending such proceedings if the indemnified  party agrees to repay all amounts
advanced should it be ultimately  determined that such person is not entitled to
indemnification.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.




                                       3
<PAGE>

<TABLE>
<CAPTION>
Item 8.  EXHIBITS.
         --------

EXHIBIT NO.            DESCRIPTION                                      LOCATION
<S>                    <C>                                              <C>
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Andersen Andersen and Strong, L.C.    Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, dated August 21, 2002,     Provided herewith
                       by and between the Company and Earl Ingarfield

</TABLE>

Item 9.  UNDERTAKINGS.
         ------------

         (a)      The undersigned registrant will:

                  (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                      (i)   Include any  prospectus required by Section 10(a)(3)
of the Act;

                      (ii) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                      (iii)   Include  any   additional   or  changed   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 Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
Securities  Act,  treat  each  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) File  a   post-effective   amendment   to    remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered


                                       4
<PAGE>


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  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 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
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.






                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Amarillo, Texas, on August 30, 2002.

                                         ALTRIMEGA HEALTH CORPORATION

                                         By:/s/ KELLEY MAGEE
                                         ------------------------------------
                                         Printed Name: Kelley Magee
                                         Title:        President and
                                                       Chief Executive Officer


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Kelley  Magee,  his true and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date:    August 30, 2002                 By:/s/ KELLEY MAGEE
                                         -------------------------------------
                                         Printed Name: Kelley Magee
                                         Title:        President and
                                                       Chief Executive Officer
                                                        and Director








                                       6
<PAGE>


                                  EXHIBIT LIST

<TABLE>
<CAPTION>

EXHIBIT NO.          DESCRIPTION                                      LOCATION
-------------------  ---------------------------------------------    --------------------------------------------
<S>                  <C>                                              <C>
5.1                  Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                     legality
23.1                 Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                 Consent of Andersen Andersen & Strong, L.C.      Provided herewith
24.1                 Power of Attorney                                Provided herewith
99.1                 Consulting Agreement, dated August 21, 2002,     Provided herewith
                     by and between the Company and Earl Ingarfield

</TABLE>





                                       7
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{"company-data": {"conformed-name": "ALTRIMEGA HEALTH CORP", "cik": "0001103086", "assigned-sic": "4813", "irs-number": "870631750", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99023", "film-number": "02754341"}, "business-address": {"street1": "5600 BELL STREET", "street2": "SUITE 111", "city": "AMARILLO", "state": "TX", "zip": "79106", "phone": "8063529599"}, "mail-address": {"street1": "5600 BELL STREET", "street2": "SUITE 111", "city": "AMARILLO", "state": "TX", "zip": "79106"}}
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                          ALTRIMEGA HEALTH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   87-0631750
                      (I.R.S. Employer Identification No.)

                           5600 BELL STREET, SUITE 111
                              AMARILLO, TEXAS 79106
                    (Address of Principal Executive Offices)

                      EARL INGARFIELD CONSULTING AGREEMENT
                            (Full Title of the Plan)

                                  KELLEY MAGEE
                           5600 BELL STREET, SUITE 111
                              AMARILLO, TEXAS 79106
                     (Name and Address of Agent For Service)

                                 (806) 331-6398
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Clayton E. Parker, Esq.
                            Ronald S. Haligman, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131
CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES                 AMOUNT                OFFERING PRICE         AGGREGATE OFFERING      AMOUNT OF REGISTRATION
TO BE REGISTERED               TO BE REGISTERED          PER SHARE (1)(2)           PRICE (1)(2)               FEE (1)(2)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value      11,000,000  shares                 $0.05               $550,000.00                   $50.60
$0.001 per share
--------------------------- ------------ ----------- ------------------------- ------------------------ -------------------------

(1)      This  Registration  Statement  covers,  in addition to the number of shares of Common  Stock stated  above,  options to
         purchase or acquire the shares of Common Stock covered by the Prospectus.

(2)      Pursuant to Rule  457(h)(1) of the  Securities  Exchange Act of 1934,  the proposed  maximum  offering price per share,
         proposed  maximum  aggregate  offering price and amount of registration fee were computed based upon the average of the
         high and low prices of the shares of Common Stock on August 29, 2002.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ---------------------------------------

         The following  documents have been previously filed by Altrimega Health
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
year ended  December 31,  2001,  filed with the  Commission  on April 1, 2002 as
amended.

                  (b) The description of the Company's Common Stock contained in
its Registration  Statement on Form 10-SB,  filed with the Commission on January
21, 2000 as amended,  pursuant to the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

                  (c) The Company's  Current  Report on Form 8-K, filed with the
Commission on August 16, 2002.

                  (d) The  Company's  Quarterly  Report on Form  10-QSB  for the
three months ended June 30, 2002, filed with the Commission on August 4, 2002.

                  (e) The Company's  Current  Report on Form 8-K, filed with the
Commission on July 26, 2002.

                  (f) The Company's  Current  Report on Form 8-K, filed with the
Commission on July 19, 2002.

                  (g) The  Company's  Quarterly  Report on Form  10-QSB  for the
three months ended, filed with the Commission on May 15, 2002.

                  (h) The Company's  Current  Report on Form 8-K, filed with the
Commission on March 27, 2002.

                  (i) The Company'  Current  Report on Form 8-K,  filed with the
Commission on March 27, 2002.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.

                                       2
Item 4.  DESCRIPTION OF SECURITIES.
         -------------------------

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

         The  Company  will  indemnify  each  director,  to the  fullest  extent
permitted  by law,  from and against any and all claims of any type arising from
or related to his past or future acts or  omissions  as a director or officer of
the Company and any of our subsidiaries.  In addition, the Company has agreed to
advance all expenses of each director as they are incurred and in advance of the
final disposition of any claim.

         Pursuant to our bylaws,  the Company is obligated to indemnify  each of
its directors and officers to the fullest  extent  permitted by law with respect
to all liability and loss suffered,  and reasonable  expenses incurred,  by such
person in any action, suit, or proceeding in which such person was or is made or
threatened  to be made a party or is  otherwise  involved  by reason of the fact
that such person is or was a director or officer of the Company.  The  Company's
bylaws further eliminate  personal  liability of a director or an officer to the
Company  or to any of our  stockholders  for  monetary  damages  for a breach of
fiduciary  duty as a director or an officer  except for acts or omissions  which
involve  negligence or  misconduct,  or a knowing  violation of law. We are also
obligated to pay the reasonable expenses of indemnified directors or officers in
defending such proceedings if the indemnified  party agrees to repay all amounts
advanced should it be ultimately  determined that such person is not entitled to
indemnification.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable.

                                       3
Item 8.  EXHIBITS.
         --------

EXHIBIT NO.            DESCRIPTION                                      LOCATION
5.1                    Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                       legality
23.1                   Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                   Consent of Andersen Andersen and Strong, L.C.    Provided herewith
24.1                   Power of Attorney                                Provided herewith
99.1                   Consulting Agreement, dated August 21, 2002,     Provided herewith
                       by and between the Company and Earl Ingarfield
Item 9.  UNDERTAKINGS.
         ------------

         (a)      The undersigned registrant will:

                  (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                      (i)   Include any  prospectus required by Section 10(a)(3)
of the Act;

                      (ii) 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                      (iii)   Include  any   additional   or  changed   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 Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
Securities  Act,  treat  each  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) File  a   post-effective   amendment   to    remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered

                                       4
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  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 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
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.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Amarillo, Texas, on August 30, 2002.

                                         ALTRIMEGA HEALTH CORPORATION

                                         By:/s/ KELLEY MAGEE
                                         ------------------------------------
                                         Printed Name: Kelley Magee
                                         Title:        President and
                                                       Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Kelley  Magee,  his true and  lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

Date:    August 30, 2002                 By:/s/ KELLEY MAGEE
                                         -------------------------------------
                                         Printed Name: Kelley Magee
                                         Title:        President and
                                                       Chief Executive Officer
                                                        and Director

                                       6
EXHIBIT LIST
EXHIBIT NO.          DESCRIPTION                                      LOCATION
-------------------  ---------------------------------------------    --------------------------------------------
5.1                  Opinion of Kirkpatrick & Lockhart LLP re:        Provided herewith
                     legality
23.1                 Consent of Kirkpatrick & Lockhart LLP            Provided herewith (contained in Exhibit 5.1)
23.2                 Consent of Andersen Andersen & Strong, L.C.      Provided herewith
24.1                 Power of Attorney                                Provided herewith
99.1                 Consulting Agreement, dated August 21, 2002,     Provided herewith
                     by and between the Company and Earl Ingarfield
7