As filed with the Securities and Exchange Commission on March 6, 2002.

                                  REGISTRATION STATEMENT NO. 333-_______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ARMITEC, INC.
             (Exact name of Registrant as specified in its Charter)

           DELAWARE                                               22-2435595
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                4479 Atlanta Road
                              Smyrna, Georgia 30080
                                 (404) 261-8944
           (Address of Principal Executive Office, including Zip Code)

                              Consulting Agreements
                            (Full Title of the Plans)

                      Mr. Bruce R. Davis, President and CEO
                                4479 Atlanta Road
                              Smyrna, Georgia 30080
                                 (404) 261-8944
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                            Robert E. Altenbach, Esq.
                             Greenberg Traurig, LLP
                                    Suite 400
                             3290 Northside Parkway
                             Atlanta, Georgia 30327
                                 (404) 553-2100







                         CALCULATION OF REGISTRATION FEE

================================================================================
                                 Proposed          Proposed
Title of          Amount         maximum           maximum          Amount of
securities to     to be          offering price    aggregate        registration
be registered     registered     per unit          offering price   fee
--------------    -----------    --------------    --------------   ------------
Common Stock,
$0.00167 par
value             4,400,000      $0.08             $352,000         $32.38
================================================================================



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information.*

Item 2        Registrant Information and Employee Plan Annual Information.*

*Information  required by Part 1 to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         The following  documents filed by Armitec,  Inc. (the "Company"),  with
the  Securities  and  Exchange  Commission  (the  "Commission")  pursuant to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2000,  filed with the Commission on July 3,
                  2001;

         (b)      The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended March 31,  2001,  filed with the  Commission  on July 5,
                  2001;

         (c)      The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended June 30, 2001,  filed with the  Commission on August 14,
                  2001;

         (d)      The Company's  Amended  Quarterly  Report on Form 10-QSB/A for
                  the quarter ended June 30, 2001,  filed with the Commission on
                  August 28, 2001;

         (e)      The Company's  Quarterly Report on Form 10-QSB for the quarter
                  ended  September  30,  2001,  filed  with  the  Commission  on
                  November 13, 2001.




         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective   amendment  which  indicates  that  all  securities   registered
hereunder  have been issued or which  deregisters  all  securities  offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement, including financial statements,  contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superceded for the purposes of this Registration Statement to the extent that
a statement  contained herein or in any other  subsequently filed document which
also is or is deemed to be incorporated by reference.

Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts or Counsel.

         Not applicable.

Item 6.       Indemnification of Directors and Officers.

         The Company has authority under Section 145 of the General Business Act
of Delaware  (the "DBCA") to indemnify  its directors and officers to the extent
provided for in such statute. The Company's Certificate of Incorporation permits
indemnification  of directors  and officers to the fullest  extent  permitted by
law.

         The DBCA provides in part that a  corporation  may indemnify a director
or  officer  or other  person who was,  is or is  threatened  to be made a named
defendant or respondent in a proceeding because the person is or was a director,
officer,  employee or agent of the  corporation,  if it is determined  that such
person (a) conducted himself in good faith; (b) reasonably believed, in the case
of conduct in his official capacity as a director or officer of the corporation,
that his conduct was at least not opposed to the  corporation's  best interests;
and (c) in the  case of any  criminal  proceeding,  had no  reasonable  cause to
believe that his conduct was unlawful.

         A corporation may indemnify a person under the DBCA against  judgments,
penalties,   (including  excise  and  similar  taxes)  fines,  settlements,  and
reasonable  expenses  actually  incurred  by the person in  connection  with the
proceeding.  If the person is found liable to the corporation or is found liable
on the basis that personal  benefit was  improperly  received y the person,  the
indemnification  is limited to  reasonable  expenses  actually  incurred  by the
person in connection  with the  proceeding,  and shall not be made in respect of
any  proceeding  in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the corporation.

         A corporation may also pay or reimburse  expenses  incurred by a person
in  connection  with his  appearance  as a witness or other  participation  in a
proceeding  at a time  when he is not a named  defendant  or  respondent  in the
proceeding.

         The  effect  of these  provisions  is to  eliminate  the  rights of the
Company and its shareholders (through  shareholders'  derivative suits on behalf
of the Company) to recover  monetary  damages against an officer or director for



breach of fiduciary duty as an officer or director (including breaches resulting
from grossly  negligent  behavior),  except in the situations  described  above.
These provisions will not limit the liability of directors or officers under the
federal  securities  laws of the United  States.  The  foregoing  summary of the
Company's Certificate of Incorporation, as amended, is qualified in its entirety
by reference to the relevant provisions.

Item 7.       Exemption from Registration Claimed.

         Not applicable.

Item 8.       Exhibits.

         5.1      Opinion of Greenberg Traurig, LLP

         23.1     Consent of Braverman & Company, P.C.

         23.2     Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1)

         99.1     Consulting Agreement with Michael Price

         99.2     Consulting Agreement with Alberto De Jesus Rendon

Item 9.       Undertakings.

         The Company hereby undertakes that it will:

         (a)      File,   during   any  period  in  which  it  offers  or  sells
                  securities,  a post-effective  amendment to this  registration
                  statement to:

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

                  (ii)     Reflect in the  prospectus any facts or events which,
                           individually  or  together,  represent a  fundamental
                           change  in  the   information  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 twenty
                           percent   (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  on the plan of  distribution;  provided,
                           however, that the undertakings set forth in paragraph



                           (i) and (ii)  above do not  apply if the  information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed  with or  furnished  to the  Commission  by the
                           Company  pursuant  to  Section  13(a) or 15(b) of the
                           Exchange  Act that are  incorporated  by reference in
                           this Registration Statement;

         (b)      For determining liability under the Securities Act, treat each
                  such post-effective  amendment as a new registration statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering;

         (c)      File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  Annual Report
pursuant to Section 13(a) or 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 therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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



                 [Remainder of page intentionally left blank.]









                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Atlanta, State of Georgia, on March 6, 2002.

                                                ARMITEC, INC.

                                                 /s/ Bruce R. Davis
                                                --------------------------------
                                                Bruce R. Davis, Chairman and CEO



         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints  Bruce R.  Davis his true and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting 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  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or 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 and on the date indicated.


NAME                      TITLE                                    DATE

 /s/ Bruce R. Davis
-------------------       Chairman, CEO, Chief Financial           March 6, 2002
Bruce R. Davis            Officer and Director

 /s/ Sandra Davis
-------------------       Director                                 March 6, 2002
Sandra Davis