U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Amendment
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARIZONA AIRCRAFT SPARES, INC.
(Name of Small Business Issuer in its Charter)
Nevada 3278 88-0483722
(State or jurisdiction of incorporation (Primary Standard I.R.S.
or organization Industrial Employer
Classification Code Number) Identification
No.)
3431 E. Hemisphere Loop, Tucson, Arizona 85706; (520) 806-0666
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Employee Stock Option Incentive Plan
Non-Employee Directors and Consultants Retainer Stock Option Plan
(Full title of the Plans)
Vito Peppitoni, 3431 E. Hemisphere Loop, Tucson, Arizona 85706;
(520) 806-0666
(Name, address and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Offering Fee(1)
Registered Price Per Price
Share (1)
Common Stock 2,230,000 $1.00 (2) $2,230,000 $180.40
Common Stock 1,770,000 $1.00 (3) $1,770,000 $143.19
(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(h) promulgated pursuant to the
Securities Act of 1933.
(2) This Offering Price per Share is established pursuant to the option
exercise price set forth in the Employee Stock Incentive Plan, as
amended, set forth in Exhibit 4.1 to this Form S-8.
(3) This Offering Price per Share is established pursuant to the Non-
Employee Directors and Consultants Retainer Stock Plan, as amended, set
forth in Exhibit 4.2 to this Form S-8.
Item 8. Exhibits.
See below Exhibits 23.1 and 23.2
SIGNATURES
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 this amendment to Form S-8 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorize, in the City of Tucson,
Arizona, on August 23, 2004.
Arizona Aircraft Spares, Inc.
By: /s/ Vito Peppitoni
Vito Peppitoni, President, Chief
Executive Officer and Director
Special Power of Attorney
The undersigned constitute and appoint Vito Peppitoni their true
and lawful attorney-in-fact and agent with full power of substitution,
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 amendment to Form S-8 Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith,
with the U.S. Securities and Exchange Commission, granting such
attorney-in-fact the 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 and to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that such attorney-in-
fact 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:
Signature Title Date
/s/ Vito Peppitoni President, Chief Executive August 23, 2004
Vito Peppitoni Officer and Director
/s/ Sylvia Quintero Director August 23, 2004
Sylvia Quintero