As filed with the Securities and Exchange Commission on November 9, 2001.

                 REGISTRATION STATEMENT NO. 333-_______________

                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                           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.)

                              2965 B-2 Cobb Parkway
                             Atlanta, Georgia 30339
                                 (770) 980-9806
           (Address of Principal Executive Office, including Zip Code)

                              Consulting Agreements
                            (Full Title of the Plans)

                      Mr. Bruce R. Davis, President and CEO
                              2965 B-2 Cobb Parkway
                             Atlanta, Georgia 30339
                                 (770) 980-9806
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                            Robert E. Altenbach, Esq.
                                   Kutak Rock
                                   Suite 2100
                             225 Peachtree St., N.E.
                             Atlanta, Georgia 30303
                                 (404) 222-4600


                         CALCULATION OF REGISTRATION FEE

===================== ============== ================== ==================== ==================
                                          Proposed            Proposed
                                      maximum offering        maximum
 Title of securities   Amount to be        price         aggregate offering       Amount of
  to be registered      registered        per unit              price         registration fee
--------------------- -------------- ------------------ -------------------- ------------------
    Common Stock,
 $0.00167 par value      4,500,000       $0.15              $675,000             $168.75
===================== ============== ================== ==================== ==================

                                     PART I


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


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
                     filed with the Commission on August 28, 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

         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

         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 Kutak Rock LLP

         23.1     Consent of Braverman & Company, P.C.

         23.2     Consent of Kutak Rock LLP (contained in Exhibit 5.1)

         99.1     Consulting Agreement with Robert P. Atwell

         99.2     Consulting Agreement with Michael Mitchell

         99.3     Consulting Agreement with Bruce Barren

         99.4     Warrant Issued to Bruce Barren

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

                  (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

         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

         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.]



         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 November 9, 2001.

                                         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

         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          November 9, 2001
------------------------     Financial Officer and Director
Bruce R. Davis

/s/ Sandra Davis                       Director                 November 9, 2001
Sandra Davis