Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported): July 8, 2002 (May 2, 2002)

                                  ARMITEC, INC.

Delaware                              0-11419                       22-2435595
--------                              -------                       ----------
(State or other                   (Commission File                 (IRS Employer
jurisdiction of                         No.)                          ID No.)

                    4479 Atlanta Road, Smyrna, Georgia 30080
                    (Address of principal executive offices)

              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Item 2.  Acquisition or Disposition of Assets

         As  previously  reported on Armitec's  annual report on Form 10-KSB for
the  fiscal  year  ended  December  31,  2001,  filed on May 14,  2002,  and its
quarterly  report on Form 10-QSB for the quarter ended March 31, 2002,  filed on
May 20,  2002,  on May 2, 2002,  Jack Young  Associates,  Inc.,  a  wholly-owned
subsidiary  of the Company,  purchased  the assets of Pocono  Knits,  Inc, a New
Jersey  corporation.  Pocono Knits,  Inc. is a manufacturer  of sweaters for the
military,  police, postal, fire And security companies.  The company has been in
business for over 40 years and services  the same  customer  base as the Company
intends  to  service.  The  sale  was  consummated  pursuant  to the  terms  and
conditions of an Asset Purchase Agreement dated as of March 15, 2002, as amended
by a First Amendment to Asset Purchase  Agreement dated May 2, 2002 ( The "Asset
Purchase Agreement").  Armitec intends to continue to continue to use the assets
for the same general purpose as they were used prior to the asset purchase.

         Pursuant  to the  terms of the Asset  Purchase  Agreement,  Jack  Young
Associates,  Inc.  assumed all of the  obligations  of Pocono Knits,  Inc in the
aggregate  amount of  approximately  $1,900,000.  In  connection  with the Asset
Purchase  Agreement,  the Company entered into a Stock Pledge Agreement  whereby
the  Company  pledged  all of the  issued and  outstanding  shares of Jack Young
Associates,  Inc.  to Jack  Young as  security  for the  performance  of certain
obligations  of the  Company,  including  the  payment of all amounts now due or
coming due at any time thereafter in connection with such obligations.

         The foregoing  description is qualified in its entirety by reference to
the Asset Purchase Agreement as amended, and the Stock Pledge Agreement.

Item 5.  Other Events

         In addition,  the Company entered into a Consulting  Agreement with the
former  president of Pocono Knits,  Inc, which pays the consultant  $127,200 per
year and 2,000,000 shares of the Company's common stock. The 2,000,000 shares of
the  Company's  stock is subject to a Put  Agreement  whereby upon the five year
anniversary of the Put Agreement,  the consultant may put the shares back to the
Company for the sum of $550,000.  At any time after the two year  anniversary of
the Put  Agreement,  the  Company may call the  2,000,000  shares for the sum of
$550,000.  If the consultant  rejects a call from the Company,  the consultant's
put option will terminate. The Company also entered into an Employment Agreement
with the former Vice  President of Pocono Knits,  Inc with  compensation  in the
amount of $96,180 per year.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements of Business
                  To be filed by amendment

         (b)      Pro Forma Financial Information
                  To be filed by amendment

         (c)      Exhibits

         2.1      Asset Purchase Agreement among Jack Young, Inc., Pocono Knits,
                  Inc. and the Shareholders of Pocono Knits, Inc.*

         2.2      First Amendment to Asset Purchase Agreement*

         10.1     Stock Pledge Agreement by and between  Armitec,  Inc. and Jack

         10.2     Escrow  Agreement by and among Armitec,  Inc.,  Jack Young and
                  Escrow Agent*

         10.3     Employment Agreement with Tony Anzovino*

         10.4     Consulting Agreement with Jack Young*

         10.5     Put Agreement by and between Jack Young  Associates,  Inc. and
                  Jack Young*

                  * Incorporated  by reference to Armitec,  Inc.'s annual report
         on Form 10-KSB,  filed with the Securities  and Exchange  Commission on
         May 14, 2002 (SEC File No. 000-11419)


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                                ARMITEC, INC.

Dated: July 8, 2002                             By   /s/ Bruce R. Davis
                                                    Bruce R. Davis