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Manhattan Scientifics Inc – ‘S-8 POS’ on 2/10/03

On: Monday, 2/10/03, at 1:45pm ET · Effective: 2/10/03 · Accession #: 1019687-3-187 · File #: 333-102589

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/10/03  Manhattan Scientifics Inc         S-8 POS     2/10/03    1:59K                                    Publicease Inc/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                    21     91K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Disclosure of Commission Position on Indemnification for Securities Act Liabilities Exemption From Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Manhattan Scientifics, Inc Risk Factors Undertakings
1	1st Page - Filing Submission
"	Manhattan Scientifics, Inc
6	Risk Factors
15	Disclosure of Commission Position on Indemnification for Securities Act Liabilities
19	Item 3. Incorporation of Documents by Reference
20	Item 4. Description of Securities
"	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
"	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
"	Item 9. Undertakings

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

================================================================================

FORM S-8
REGISTRATION STATEMENT
  POST-EFFECTIVE AMENDMENT NO. 1
 UNDER
THE SECURITIES ACT OF 1933

 MANHATTAN SCIENTIFICS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

  Delaware                                  85-0460639
----------------------------------------    ------------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)                                          

641 Fifth Avenue, Suite 36F                                             
New York, NY                                  10022     
----------------------------------------    ------------------------------------
(Address of principal executive offices)                (Zip Code)              

Manhattan Scientifics, Inc. 2000 Equity Incentive Plan
------------------------------------------------------
(Full title of the plan)

 Marvin Maslow
 641 Fifth Avenue, Suite 36F
New York, NY
(212) 752-0505

                                                        [Enlarge/Download Table]

                                     CALCULATION OF REGISTRATION FEE                                         
----------------------- --------------------- -------------------- --------------------- --------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM                        
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF      
   TO BE REGISTERED        REGISTERED (1)          SHARE (2)             PRICE(2)         REGISTRATION FEE   
----------------------- --------------------- -------------------- --------------------- --------------------
                                                                                                             
Common Stock                                                                                                 
----------------------- --------------------- -------------------- --------------------- --------------------

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 EXPLANATORY NOTES

       Manhattan Scientifics, Inc., a Delaware corporation (the "Registrant"
or the "Company"), initially filed a Registration Statement on Form S-8         
(Registration No. 333-69438) with the Securities and Exchange Commission on     
September 14, 2001 to register 900,000 shares of its common stock for issuance  
under the Manhattan Scientifics, Inc. 2000 Equity Incentive Plan (the "Plan").  
The Plan authorized 30,000,000 shares of the Registrant's common stock for      
issuance under the Plan. On November 19, 2001, the Registrant registered an     
additional 550,000 shares of its common stock for issuance under the Plan on    
Form S-8 Registration Statement, file number 333-73714. On January 30, 2002, the
Registrant registered an additional 975,000 shares of its common stock for      
issuance under the Plan on Form S-8 Registration Statement, file number         
333-81674. On March 22, 2002, the Registrant registered an additional 925,000   
shares of its common stock for issuance under the Plan on Form S-8 Registration 
Statement, file number 333-84810. On July 12, 2002, the Registrant registered an
additional 990,000 shares of its common stock for issuance under the Plan on    
Form S-8 Registration Statement 333-92314. On January 17, 2003, the Registrant  
registered an additional 8,000,000 shares of its common stock for issuance under
the Plan. The Registration Statements designated by file number herein are      
incorporated by reference.                                                      

         The Registrant hereby amends the Registration Statement for the purpose
of deleting the name of a selling security holder and amending the number of    
shares of common stock being offered by a selling security holder in the reoffer
prospectus.                                                                     

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S-8 POS 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
PROSPECTUS

 MANHATTAN SCIENTIFICS, INC.
2,000,000 SHARES OF COMMON STOCK

         This prospectus relates to the resale by the selling stockholders of up
to 2,000,000 shares of common stock, $.001 par value per share, of Manhattan    
Scientifics, Inc. The selling stockholders may sell the stock from time to time 
in the over-the-counter market at the prevailing market price or in negotiated  
transactions. The selling price of the shares will be determined by market      
factors at the time of their resale.                                            

  The shares were issued to the selling security holders under the
Manhattan Scientifics, Inc. 2000 Equity Incentive Plan as compensation for      
professional services rendered or reimbursement of expenses. All net proceeds   
from the sale of the shares of common stock offered by this prospectus will go  
to the selling security holders. We will not receive any proceeds from such     
sales.                                                                          

        Our common stock is quoted on the Over-the-Counter Electronic Bulletin
Board under the symbol MHTX. On February 4, 2003, the average of the bid and    
asked prices of the common stock on the Over-the-Counter Electronic Bulletin    
Board was $.065 per share.                                                      

   INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE    
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.          

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               

The date of this amended prospectus is February 6, 2003.

 _____________________

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  Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that 
we include in this prospectus all the important information that you will need  
to make an investment decision.                                                 

      You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not      
authorized anyone to provide you with different information. The selling        
stockholders are not offering these securities in any state where the offer is  
not permitted. You should not assume that the information in this prospectus is 
accurate as of any date other than the date on the front page of this           
prospectus.                                                                     

Some of the statements contained in this prospectus, are      
"forward-looking statements" within the meaning of the Private Securities       
Litigation Reform Act of 1995 and may involve a number of risks and             
uncertainties. Actual results and future events may differ significantly based  
upon a number of factors, including:                                            

o        significant historical losses and the expectation of 
continuing losses;                          

    o        rapid technological change in the fuel cell, haptics, and
holographic data storage industries;        

o        reliance on key strategic relationships and accounts;

       o        the impact of competitive products and services and pricing;
and                                         

o        uncertain protection of our intellectual property.   

       Please do not put undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. In this prospectus, we refer
to Manhattan Scientifics, Inc. as "we" or "Manhattan Scientifics, Inc."         

BUSINESS

       Manhattan Scientifics, Inc., a Delaware corporation, was formed
through a reverse merger involving a public company in January 1998. The public 
company was incorporated in Delaware on August 1, 1995 under the name Grand     
Enterprises, Inc. Grand was initially organized to market an unrelated patented 
product, but subsequently determined that its business plan was not feasible. In
January 1998, Grand effected the reverse merger in a transaction involving      
Projectavision, Inc., another public company that was founded by Marvin Maslow, 
our Chief Executive Officer. Projectavision was the owner of approximately 98%  
of Tamarack Storage Devices, Inc., a privately-held Texas corporation formed in 
1992 to develop and market products based on the holographic data storage       
technology described above. In January 1998, Grand formed a wholly-owned        
subsidiary named Grand Subsidiary, Inc. Grand Subsidiary and Tamarack merged,   
Tamarack being the surviving corporation, and via the merger, Tamarack became a 
subsidiary of Grand. As consideration for merging Tamarack with Grand           
Subsidiary, Grand gave Projectavision and the other shareholders of Tamarack    
44,000,000 shares of our common stock. In addition, in exchange for a note      
payable of $1,500,000 plus accrued interest of $330,000 due to Projectavision   
from Tamarack, Grand gave Projectavision 182,525 shares of its Series A         

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Preferred Stock and a warrant to purchase 750,000 shares of our common stock at 
an exercise price of $0.10 per share, exercisable at any time prior to January  
8, 2003, which warrant as of the date of this Form 10-KSB, remains unexercised  
and outstanding. The Series A Preferred Stock was subsequently converted into   
9,435,405 shares of our common stock. In connection with this transaction, new  
personnel assumed the management of Grand, former management resigned, and Grand
changed its name to Manhattan Scientifics, Inc.                                 

  Manhattan Scientifics, Inc. is a development stage company and a
technology incubator that seeks to acquire, develop and bring to market         
life-enhancing technologies in various fields, with emphasis in the areas of    
alternative energy, consumer and commercial electronics. We identify emerging   
technologies through strategic alliances with scientific laboratories,          
educational institutions, and scientists and leaders in industry and government.
We believe that our scientific and business expertise, resourcefulness and      
creativity place us in a position to advance these technologies from the        
development stage through commercialization.                                    

We have been actively developing four technologies:           

     o        Micro fuel cell technology, which is designed to become an
                 ultra efficient miniature electricity generator that converts
             hydrogen into electricity by chemical means, for portable
           electronic devices, including cellular telephones, as a
                substitute for lithium ion batteries in common use today. We
              believe this technology has the potential to significantly
               increase product use life over the current state-of-the-art
battery technologies.                       

      o        Mid-range fuel cell technology, which is an ultra efficient
           medium-size electricity generating device that converts
        alcohol or hydrogen into electricity, with potential
                 applications for personal transportation cordless appliances,
             power tools, wheelchairs, bicycles, boats, emergency home
        generators, military field communications and laptop
computers.                                  

     o        Haptics "Touch and Feel" computer applications, which is a
                 technology that allows computer users to be able to touch and
               feel any objects they see on their computer screen with the
              aid of a special "mouse." Detailed texture, object-weight,
             stickiness, viscosity and object density can be "felt" or
                  sensed. Management believes this Haptics technology may become
              disruptive and may positively impact the way computers are
          used everywhere by introducing the ability to "touch".

  o        Holographic data storage, which is a technology for the
                storage and retrieval of data in the form of holographically
               stored light patterns rather than magnetically. The Company
               developed the underlying technology to present maturity and
        earlier this year sold the patents surrounding these
inventions.                                 

       In addition, we own approximately 4,911,300 shares, and have warrants
to purchase an additional 1,500,000 shares, of common stock of NMXS.Com, Inc.   
(f/k/a New Mexico Software, Inc.), a public company that owns, develops and     
markets what it believes to be fast and efficient Internet technologies for the 
management of digital images.                                                   

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         We are also working to identify potential new technologies for possible
acquisition, licensing, and development, as well as to develop corporate        
opportunities to benefit our stockholders; however, we have no executed         
agreements or finalized arrangements for any other technologies or opportunities
as of the date of this Form S-8.                                                

      Our principal executive offices are located at 641 Fifth Avenue, New
York, New York 10022 and our telephone number is (212) 752-0505. Our home page  
on the Internet can be located at www.mhtx.com.                                 

RISK FACTORS

         AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING 
RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING MANHATTAN SCIENTIFICS,
INC. AND ITS BUSINESS.                                                          

OUR ABILITY TO CONTINUE OPERATIONS IS DEPENDENT ON A NUMBER OF FACTORS.         

         We have experienced annual operating losses and negative operating cash
flow since our formation in January 1998. As of September 30, 2002, we had an   
accumulated deficit of $40,137,000, which includes accumulated losses of our    
wholly-owned subsidiary, Tamarack Storage Devices, Inc., since its inception. In
addition, we have generated only a nominal amount of revenues to date during    
fiscal year 2002 in the amount of approximately $150,000. We will need to raise 
additional capital to continue as a going concern. Our auditors have indicated  
uncertainty concerning our ability to continue as a going concern.              

       Accordingly, there can be no assurance that we will commercialize any
products or services based on micro fuel cell, mid-range fuel cell, or Haptics  
"touch and feel" computer applications or manage the related manufacturing,     
marketing, sales, licensing and customer support operations in a profitable     
manner. In particular, our prospects must be considered in light of the         
problems, delays, expenses and difficulties encountered by any company in the   
startup stage, many of which may be beyond our control. These problems, delays, 
expenses and difficulties include unanticipated problems relating to product    
development and formulation, testing, quality control, production, inventory    
management, sales and marketing and additional costs and competition, any of    
which could have a material adverse effect on our business, financial condition 
and results of operations. There can be no assurance that our proposed products 
and services, if fully developed, can be successfully marketed or that we will  
ever achieve significant revenues or profitable operations.                     

       Our ability to become profitable will depend on a variety of factors,
including the following:                                                        

o        pricing, volume and timing of product development,   
manufacturing and sales;                    

 o        changes in our levels of research and development; and

         o        acquisitions of products, technologies or companies, including
             our ability to acquire and protect intellectual property.

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       Our long-term success also will be affected by expenses, difficulties
and/or delays encountered in developing and selling micro fuel cells, mid-range 
fuel cells, and Haptics "touch and feel" computer applications.                 

WE WILL NEED ADDITIONAL FINANCING TO FULLY IMPLEMENT OUR BUSINESS PLAN.         

      Since 1998, we have focused our efforts on technology incubation and
have developed technologies in the micro fuel cell, mid-range fuel cell, Haptics
"touch and feel" computer applications and holographic data storage industries. 
We will need to raise additional capital to implement fully our business plan   
and establish adequate manufacturing, marketing, sales, licensing and customer  
support operations. There can be no assurance that additional public or private 
financing, including debt or equity financing, will be available as needed, or, 
if available, on terms favorable to us. Any additional equity financing may be  
dilutive to our stockholders and such additional equity securities may have     
rights, preferences or privileges that are senior to those of our existing      
common or preferred stock. Furthermore, debt financing, if available, will      
require payment of interest and may involve restrictive covenants that could    
impose limitations on our operating flexibility. Our failure to successfully    
obtain additional future funding may jeopardize our ability to continue our     
business and operations.                                                        

OUR TECHNOLOGY HAS NOT GAINED FULL MARKET ACCEPTANCE.                           

      Micro fuel cells, mid-range fuel cells, and Haptics "touch and feel"
computer applications have not reached commercialization. Market acceptance of  
our products and services will depend in large part upon our ability to         
demonstrate the technical and operational advantages and cost effectiveness of  
our products and services as compared to alternative, competing products and    
services, and our ability to train customers concerning the proper use and      
application of our products. There can be no assurance that our products and    
services will achieve a level of market acceptance that will be profitable for  
us.                                                                             

        Due to lack of market acceptance and other factors, we may not be able
to distribute our products through retail channels via strategic relationships  
with existing distributors and joint ventures enacted for domestic and          
international business.                                                         

IF WE ARE UNABLE TO MANAGE FUTURE GROWTH, OUR BUSINESS MAY BE NEGATIVELY        
AFFECTED.                                                                       

    Subject to our ability to raise capital, we intend to pursue a
strategy of growth, and plan to devote substantial resources to our continued   
research and development, manufacturing opportunities, marketing, sales,        
administrative, operational, financial and other systems and resources. Such    
activities will place significant demands on our personnel. Accordingly, our    
performance and profitability will depend on the ability of our officers and key
employees to:                                                                   

 o        manage our business and our subsidiaries as a cohesive
enterprise;                                 

         o        manage continuing activities through the timely implementation
               and maintenance of appropriate administrative, operational,
              financial and management information systems, controls and
procedures;                                 

     o        add internal capacity, facilities and third-party sourcing
arrangements as and when needed;            

      o        attract, train, retain, motivate and manage effectively our
personnel.                                  

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There can be no assurance that we will integrate and manage   
successfully new systems, controls and procedures for our business, or that our 
systems, controls, procedures, facilities and personnel, even if successfully   
integrated, will be adequate to support our projected future operations. Any    
failure to implement and maintain such systems, controls and procedures, add    
internal capacity, facilities and third-party sourcing arrangements or attract, 
train, retain, motivate and manage effectively our employees could have a       
material adverse effect on our business, financial condition and results of     
operations.                                                                     

In addition, we may incur substantial expenses identifying,   
investigating and developing appropriate products and services based on micro   
fuel cells, mid-range fuel cells, Haptics "touch and feel" computer             
applications, and other technologies. There can be no assurance that any        
expenditures incurred in identifying, investigating and developing such products
and services will ever be recouped.                                             

WE MAY FACE STRONG COMPETITION FROM LARGER, ESTABLISHED COMPANIES.              

We likely will face intense competition from other technology 
companies, many of which have longer operating histories, greater name          
recognition, larger installed customer bases and significantly more financial   
resources, R&D facilities and manufacturing and marketing experience than       
Manhattan Scientifics, Inc. There can be no assurance that developments by our  
current or potential competitors will not render our technologies and proposed  
products or services obsolete.                                                  

         In addition, we expect to face additional competition from new entrants
into our targeted industry segments. As the demand for products and services    
based on micro fuel cells, mid-range fuel cells, and Haptics "touch and feel"   
computer applications grows and new markets are exploited, we expect that       
competition will become more intense, as current and future competitors begin to
offer an increasing number of diversified products and services.                

      Although we believe that we have certain technical advantages over
certain of our competitors, including, without limitation, the nature of our    
intellectual property, maintaining such advantages will require a continued high
level of investment by Manhattan Scientifics, Inc. in R&D, manufacturing, and   
marketing. We may not have sufficient resources to maintain our R&D,            
manufacturing, and marketing efforts on a competitive basis. Additionally, we   
may not be able to make the technological advances necessary to maintain a      
competitive advantage with respect to our products and services. Increased      
competition could result in price reductions, fewer product orders, obsolete    
technology and reduced operating margins, any of which could materially and     
adversely affect our business, financial condition and results of operations.   

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OUR SUCCESS DEPENDS IN LARGE PART ON OUR ABILITY TO ATTRACT AND RETAIN KEY      
EMPLOYEES AND MANAGEMENT.                                                       

Our success and execution of our business strategy will depend
significantly upon the continuing contributions of, and on our ability to       
attract, train and retain qualified management, marketing, sales, operational,  
production, administrative and technical personnel. In this regard, we are      
particularly dependent upon the services of Marvin Maslow, our Chief Executive  
Officer and Chairman of the Board; Jack Harrod, our Chief Operating Officer;    
Scott L. Bach, our Secretary, counsel and director; and David A. Teich, our     
Treasurer and director. The loss of the services of one or more of our key      
personnel and the failure to attract, train and retain additional qualified     
personnel in a timely manner could have a material adverse effect on our        
business, financial condition and results of operations.                        

OUR RESULTS OF OPERATIONS MAY HIGHLY FLUCTUATE FROM QUARTER TO QUARTER AS WE    
CONTINUE TO GROW.                                                               

         As a result of our limited operating history, we do not have historical
financial data for a significant number of periods in which to base our planned 
operating expenses. Our expense levels are based in part on our projections as  
to future operational matters. It is anticipated that as we mature, our         
operating results may fluctuate from quarter to quarter and from year to year   
due to a combination of factors, including, among others:                       

o        the existence, volume, timing of, and ability to fulfill possible      
customer orders;                                              

o        the demand for our products and technologies;                          

o        the number, timing and significance of product enhancements, new       
       product introductions and new technologies by us and our competitors;

o        changes in the pricing policies of Manhattan Scientifics, Inc. or our  
competitors;                                                  

o        changes in the level of operating expenses;                            

o        expenses incurred in connection with our plans to fund greater levels  
      of activities and operations, develop manufacturing and distribution
      channels, develop customer support capabilities and continue our R&D
activities;                                                   

o        personnel changes;                                                     

o        product defects and other product or service quality problems; and     

o        general domestic and international legal, economic and political       
conditions.                                                   

Any unfavorable changes in these or other factors could have a material adverse 
effect on our business, financial condition and results of operation.           

IF WE ARE UNABLE TO KEEP UP WITH TECHNOLOGICAL DEVELOPMENTS, OUR BUSINESS COULD 
BE NEGATIVELY AFFECTED.                                                         

      The markets for our products and services based on micro fuel cells,
mid-range fuel cells, and Haptics "touch and feel" computer applications are    
generally characterized by rapid technological change and are highly competitive

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with respect to timely innovations. Accordingly, we believe that our ability to 
succeed in the sale of our products and services will depend significantly upon 
the technological quality of our products and services relative to those of our 
competitors, and our ability to continue to develop and introduce new and       
enhanced products and services at competitive prices and in a timely and        
cost-effective manner.                                                          

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY.                        

        We rely on patent, trademark, trade secret and copyright protection to
protect our technology. We believe that technological leadership in micro fuel  
cells, mid-range fuel cells, and Haptics "touch and feel" computer applications 
will be achieved through additional factors such as the technological and       
creative skills of our personnel, new technology developments, frequent product 
enhancements, name recognition and reliable product maintenance. Nevertheless,  
our ability to compete effectively depends in part on our ability to develop and
maintain proprietary aspects of our technology. We may not secure future patents
and patents may become invalid and may not provide meaningful protection for our
product innovations. In addition, the laws of some foreign countries do not     
protect our intellectual property rights to the same extent as do the laws of   
the United States. Furthermore, there can be no assurance that others will not  
independently develop similar products, "reverse engineer" our products, or, if 
patents are issued to us, design around such patents.                           

       We also rely upon a combination of copyright, trademark, trade secret
and other intellectual property laws to protect our proprietary rights by       
entering into confidentiality agreements with our personnel and consultants, and
by controlling access to and distribution of our technology, documentation and  
other proprietary information. There can be no assurance, however, that the     
steps taken by us will not be challenged, invalidated or circumvented, or that  
the rights granted thereunder will provide a competitive advantage to us. Any   
such circumstance could have a material adverse effect on our business,         
financial condition and results of operations.                                  

 While we are not currently engaged in any intellectual property
litigation or proceedings, there can be no assurance that we will not become so 
involved in the future or that our products do not infringe any intellectual    
property or other proprietary right of any third party. Such litigation could   
result in substantial costs, the diversion of resources and personnel, and      
subject us to significant liabilities to third parties, any of which could have 
a material adverse effect on our business, financial condition and results of   
operations.                                                                     

THE TRADING PRICE OF OUR COMMON STOCK MAY DECREASE DUE TO FACTORS BEYOND OUR    
CONTROL.                                                                        

 The trading price of our common stock is subject to significant
fluctuations in response to numerous factors, including:                        

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     o        variations in anticipated or actual results of operations;

        o        announcements of new products or technological innovations by
us or our competitors;                      

   o        changes in estimates of operational results by analysts;

o        results of product demonstrations;                   

      o        inability of market makers to combat short positions on the
stock;                                      

       o        inability of the market to absorb large blocks of stock sold
into the market;                            

         o        developments or disputes concerning our patents, trademarks or
proprietary rights; and                     

   o        comments about us or our markets posted on the Internet.

      Moreover, the stock market from time to time has experienced extreme
price and volume fluctuations, which have particularly affected the market      
prices for emerging growth companies and which often have been unrelated to the 
operating performance of the companies. These broad market fluctuations may     
adversely affect the market price of our common stock. If our stockholders sell 
substantial amounts of their common stock in the public market, the price of our
common stock could fall. These sales also might make it more difficult for us to
sell equity or equity related securities in the future at a price we deem       
appropriate.                                                                    

WE MAY ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH MAY DILUTE THE VALUE OF   
OUR COMMON STOCK TO CURRENT STOCKHOLDERS AND MAY ADVERSELY AFFECT THE MARKET    
PRICE OF OUR COMMON STOCK.                                                      

         Within the next 24 months from the date of this prospectus, the holders
of a majority of our preferred stock and certain warrant and option holders will
have the right to convert their respective interests into approximately         
37,450,000 shares of our common stock. If such holders of preferred stock,      
warrants and options exercise their conversion rights, the holders of our common
stock then issued and outstanding may experience immediate and substantial      
dilution in the net tangible book value of their shares if earnings and other   
factors do not compensate for the increased number of shares of such common     
stock.                                                                          

LIMITED PUBLIC MARKET FOR OUR COMMON STOCK MAY AFFECT OUR STOCKHOLDERS' ABILITY 
TO SELL OUR COMMON STOCK.                                                       

         Our common stock currently is traded on the Over-the-Counter Electronic
Bulletin Board, which is generally considered to be a less efficient market than
national exchanges such as NASDAQ. Consequently, the liquidity of our securities
could be impaired, not only in the number of securities which could be bought   
and sold, but also through delays in the timing of transactions, difficulties in
obtaining price quotations, reduction in security analysts' and the news media's
coverage of us, if any, and lower prices for our securities than might otherwise
be attained. This circumstance could have an adverse effect on the ability of an
investor to sell any shares of our common stock as well as on the selling price 
for such shares. In addition, the market price of our common stock may be       

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significantly affected by various additional factors, including, but not limited
to, our business performance, industry dynamics or changes in general economic  
conditions.                                                                     

 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the
selling security holders.                                                       

 DETERMINATION OF OFFERING PRICE

        Selling security holders may sell shares covered by this Prospectus at
prevailing market prices or prices they negotiate with purchasers.              

 SELLING SECURITYHOLDERS

      The following table provides certain information with respect to the
selling security holders' beneficial ownership of Common Stock as of September  
30, 2002, and as adjusted to give effect to the sale of all of the shares       
offered hereby.                                                                 

                                                        [Enlarge/Download Table]

                                                                  NUMBER OF SHARES      
                                                                 BENEFICIALLY OWNED     
                                                                  AFTER OFFERING (2)    
                     NUMBER OF SHARES                       ----------------------------
                    BENEFICIALLY OWNED    NUMBER OF SHARES   NUMBER OF                  
    NAME             BEFORE OFFERING (1)   BEING OFFERED      SHARES          PERCENTAGE
------------------  --------------------  ----------------  ------------      ----------
                                                                                        
Scott L. Bach (3)         1,090,000          1,000,000        1,090,000           .88%  
David A. Teich (4)          648,064            500,000          648,064           .52%  
Jack Harrod (5)           4,750,000            500,000        4,750,000          3.82%  

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

(1)  The following numbers exclude, in each case, 500,000 shares that will be   
issued to each individual and will be offered for resale under this   
registration statement.                                               

(2)  Assumes that all shares will be resold by the selling stockholders and none
will be held by the selling stockholders for their own accounts.      

(3)  Mr. Bach has been our Secretary and a director since January 1998.         

(4)  Mr. Teich has been a director since May 1999 and our Treasurer since       
December 2000.                                                        

(5)  Mr. Harrod has been our Chief Operating Officer since August 1998.         

PLAN OF DISTRIBUTION

      Each selling stockholder is free to offer and sell his common shares
at such times, in such manner and at such prices as he may determine. The types 
of transactions in which the common shares are sold may include transactions in 
the over-the-counter market, including block transactions, negotiated           
transactions, the settlement of short sales of common shares or a combination of
such methods of sale. The sales will be at market prices prevailing at the time 

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of sale or at negotiated prices. Such transactions may or may not involve       
brokers or dealers. The selling stockholders have advised Manhattan Scientifics,
Inc. that they have not entered into agreements, understandings or arrangements 
with any underwriters or broker-dealers regarding the sale of their shares,     
except for qualified 10b-5 Plans. The selling stockholders do not have an       
underwriter or coordinating broker acting in connection with the proposed sale  
of the common shares.                                                           

The selling security holders may sell their shares directly to
purchasers or to or through broker-dealers, which may act as agents or          
principals. These broker-dealers may receive compensation in the form of        
discounts, concessions or commissions from the selling. They may also receive   
compensation from the purchasers of common shares for whom such broker-dealers  
may act as agents or to whom they sell as principal, or both, which compensation
as to a particular broker-dealer might be in excess of customary commissions.   

      The selling security holders also may resell all or a portion of the
common shares in open market transactions in reliance upon Rule 144 under the   
Securities Act, provided they meet the criteria and conform to the requirements 
of such Rule. Manhattan Scientifics, Inc. is responsible for all costs, expenses
and fees incurred in registering the shares offered hereby. The selling         
security holders are responsible for brokerage commissions, if any, attributable
to the sale of such securities.                                                 

 DESCRIPTION OF SECURITIES

COMMON STOCK                                                                    

     The Certificate of Incorporation of Manhattan Scientifics, Inc., as
amended, authorizes it to issue up to 250,000,000 shares of Common Stock, par   
value $.001 per share. Of the 250,000,000 shares of Common Stock authorized,    
124,262,522 shares are issued and outstanding as of November 13, 2002.          

        Each holder of our common stock is entitled to one vote for each share
held on all matters to be voted upon by our stockholders. Holders of our common 
stock have no cumulative voting rights. Holders of our common stock are entitled
to receive ratably dividends, if any, as may be declared from time to time by   
our board of directors out of legally available funds, except that holders of   
preferred stock may be entitled to receive dividends before the holders of the  
common stock.                                                                   

 In the event of a liquidation, dissolution or winding up of the
Company, holders of our common stock would be entitled to share in our assets   
remaining after the payment of liabilities and the satisfaction of any          
liquidation preference granted the holders of any then outstanding shares of    
preferred stock. Holders of our common stock have no preemptive or conversion   
rights or other subscription rights. In addition, there are no redemption or    
sinking fund provisions applicable to our common stock. All of the outstanding  
shares of common stock are, and all of the shares of common stock offered for   
resale in connection with this prospectus will be, duly authorized, validly     
issued, fully paid and nonassessable.                                           

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       The rights, preferences and privileges of the holders of common stock
may be adversely affected by the rights of the holders of shares of any series  
of preferred stock that we may designate in the future.                         

 EXPERTS

     Eisner LLP (formerly Richard A. Eisner & Company, LLP), independent
auditors, have audited our consolidated financial statements, as amended,       
included in our Annual Report on Form 10-KSB/A for the year ended December 31,  
2001, filed with the Securities and Exchange Commission on April 17, 2002, as   
set forth in their report, which is incorporated by reference in the            
registration statement. Our financial statements are incorporated by reference  
in reliance upon Eisner LLP's report, given on their authority as experts in    
accounting and auditing. Such report included an additional paragraph casting a 
substantial doubt as to the Company's ability to continue as a going concern.   
The consolidated financial statements did not include any adjustments that might
result from the outcome of that uncertainty.                                    

MATERIAL CHANGES

      There are no material changes in the Registrant's affairs which have
not been reported on the Registrant's Quarterly Report on Form 10-QSB filed with
the Securities and Exchange Commission on November 14, 2002.                    

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a) The following documents are hereby incorporated by reference into this      
prospectus:                                                                     

                  (1) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, that the Registrant filed with the Commission on April 16,   
2002, which contains audited consolidated financial statements for the most     
recent fiscal year for which such statements have been filed.                   

                  (2) An amendment that the Registrant filed with the Commission
on April 17, 2002 to the Annual Report on Form 10-KSB for the fiscal year ended 
December 31, 2001, that the Registrant filed with the Commission on April 16,   
2002.                                                                           

                  (3) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2002 that the Registrant filed with the Commission on May 14,   
2002.                                                                           

                  (4) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 2002 that the Registrant filed with the Commission on August 14, 
2002.                                                                           

                  (5) The Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 2002 that the Registrant filed with the Commission on       
November 14, 2002.                                                              

                  (6) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 8, 1999,  
as amended (File No. 000-28411).                                                

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(b) All documents subsequently filed by the Registrant pursuant to Sections     
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the  
termination of the offering shall be deemed to be incorporated by reference into
this prospectus.                                                                

(c) The Registrant shall provide to each person, including any beneficial owner,
to whom a prospectus is delivered, a copy of any or all of the information that 
has been incorporated by reference in the prospectus but not delivered with the 
prospectus. After receiving a written or oral request for such information, the 
Registrant shall provide this information to the requester at no charge. To     
request such information, please write to Marvin Maslow, Manhattan Scientifics, 
Inc., 641 Fifth Avenue, Suite 36F, New York, New York 10022 or call (212)       
752-0505.                                                                       

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     Section 145 ("Indemnification of officers, directors, employees and
agents; insurance") of the Delaware General Corporation Law provides in         
pertinent part as follows:                                                      

"(a) A corporation shall have power to indemnify any person who was or is a     
party or is threatened to be made a party to any threatened, pending or         
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by   
reason of the fact that he is or was a director, officer, employee or agent of  
the corporation, or is or was serving at the request of the corporation as a    
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against expenses (including attorneys'      
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred by him in connection with such action, suit or proceeding if he acted  
in good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, and with respect to any criminal action  
or proceeding, had no reasonable cause to believe his conduct was unlawful. The 
termination of any action, suit or proceeding by judgment, order, settlement,   
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of  
itself, create a presumption that the person did not act in good faith and in a 
manner which he reasonably believed to be in or not opposed to the best         
interests of the corporation, and, with respect to any criminal action or       
proceeding, had reasonable cause to believe that his conduct was unlawful.      

(b) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed     
action or suit by or in the right of the corporation to procure a judgment in   
its favor by reason of the fact that he is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of the         
corporation as a director, officer, employee or agent of another corporation,   
partnership, joint venture, trust or other enterprise against expenses          
(including attorneys' fees) actually and reasonably incurred by him in          
connection with the defense or settlement of such action or suit if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be   
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought     

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shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and         
reasonably entitled to indemnity for such expenses which the Court of Chancery  
or such other court shall deem proper.                                          

(c) To the extent that a present and former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b), or in defense of any claim,  
issue or matter therein, he shall be indemnified against expenses (including    
attorneys' fees) actually and reasonably incurred by him in connection          
therewith.                                                                      

(d) Any indemnification under subsections (a) and (b) (unless ordered by a      
court) shall be made by the corporation only as authorized in the specific case 
upon a determination that indemnification of the present or former director,    
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such       
determination shall be made, with respect to a person who is a director or      
officer at the time of such determination, (1) by a majority vote of the        
directors who are not parties to such action, suit or proceeding, even though   
less than a quorum, or (2) by a committee of such directors designated by       
majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal     
counsel in a written opinion, or (4) by the stockholders.                       

(e) Expenses (including attorneys' fees) incurred by an officer or director in  
defending any civil, criminal, administrative or investigative action, suit or  
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf  
of such director or officer to repay such amount if it shall be ultimately      
determined that he is not entitled to be indemnified by the corporation as      
authorized in this Section. Such expenses (including attorneys' fees) incurred  
by former directors and officers or other employees and agents may be so paid   
upon such terms and conditions, if any, as the corporation deems appropriate.   

(f) The indemnification and advancement of expenses provided by, or granted     
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of    
expenses may be entitled under any by-law, agreement, vote of stockholders or   
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.                 

(g) A corporation shall have power to purchase and maintain insurance on behalf 
of any person who is or was a director, officer, employee or agent of the       
corporation, or is or was serving at the request of the corporation as a        
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against any liability asserted against him   
and incurred by him in any such capacity, or arising out of his status as such, 
whether or not the corporation would have the power to indemnify him against    
such liability under the provisions of this Section.                            

.. . .                                                                          

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(j) The indemnification and advancement of expenses provided by, or granted     
pursuant to, this section shall, unless otherwise provided when authorized or   
ratified, continue as to a person who has ceased to be a director, officer,     
employee or agent and shall inure to the benefit of the heirs, executors and    
administrators of such person. . . ."                                           

        Article XI ("Indemnification and Insurance") of the Registrant's
Bylaws provides as follows:                                                     

           "Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party or is involved in any action,  
suit or proceeding, whether civil, criminal, administrative or investigative    
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person 
of whom he or she is the legal representative, is or was a director or officer, 
of the Corporation or is or was serving at the request of the Corporation as a  
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to     
employee benefit plans, whether the basis of such proceeding is alleged action  
in an official capacity as a director, officer, employee or agent or in any     
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent          
authorized by the Delaware General Corporation Law, as the same exists or may   
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification  
rights than said law permitted the Corporation to provide prior to such         
amendment), against all expense, liability and loss (including attorneys' fees, 
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection     
therewith and such indemnification shall continue as to a person who has ceased 
to be a director, officer, employee or agent and shall inure to the benefit of  
his or her heirs, executors and administrators; provided, however, that, except 
as provided in paragraph (b) hereof, the corporation shall indemnify any such   
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was          
authorized by the Board of Directors of the Corporation. The right to           
indemnification conferred in this Section shall be a contract right and shall   
include the right to be paid by the Corporation the expenses incurred in        
defending any such proceeding in advance of its final disposition: provided,    
however, that, if the Delaware General Corporation Law requires, the payment of 
such expenses incurred by a director or officer in his or her capacity as a     
director or officer (and not in any other capacity in which service was or is   
rendered by such person while a director or officer, including, without         
limitation, service to an employee benefit plan) in advance of the final        
disposition of a proceeding, shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay all    
amounts so advanced if it shall ultimately be determined that such director or  
officer is not entitled to be indemnified under this Section or otherwise. The  
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the   
foregoing indemnification of directors and officers.                            

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(b) RIGHT OF CLAIMANT TO BRING SUIT:                                            

       If a claim under paragraph (a) of this Section is not paid in full by
the Corporation within thirty days after a written claim has been received by   
the Corporation, the claimant may at any time thereafter bring suit against the 
Corporation to recover the unpaid amount of the claim and, if successful in     
whole or in part, the claimant shall be entitled to be paid also the expense of 
prosecuting such claim. It shall be a defense to any such action (other than an 
action brought to enforce a claim for expenses incurred in defending any        
proceeding in advance of its final disposition where the required undertaking,  
if any is required, has been tendered to the Corporation) that the claimant has 
not met the standards of conduct which make it permissible under the Delaware   
General Corporation law for the Corporation to indemnify the claimant for the   
amount claimed, but the burden of proving such defense shall be on the          
Corporation. Neither the failure of the Corporation (including its Board of     
Directors, independent legal counsel, or its stockholders) to have made a       
determination prior to the commencement of such action that indemnification of  
the claimant is proper in the circumstances because he or she has met the       
applicable standard of conduct set forth in the Delaware General Corporation    
Law, nor an actual determination by the Corporation (including its Board of     
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or   
conduct.                                                                        

(c) Notwithstanding any limitation to the contrary contained in sub-paragraphs  
(a) and 8 (b) of this section, the corporation shall, to the fullest extent     
permitted by Section 145 of the General Corporation Law of the State of         
Delaware, as the same may be amended and supplemented, indemnify any and all    
persons whom it shall have power to indemnify under said section from and       
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall   
not be deemed exclusive of any other rights to which those indemnified may be   
entitled under any By-law, agreement, vote of stockholders or disinterested     
Directors or otherwise, both as to action in his official capacity and as to    
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.     

(d) INSURANCE:                                                                  

    The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or       
another corporation, partnership, joint venture, trust or other enterprise      
against any such expense, liability or loss, whether or not the Corporation     
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.                                

      Article Seventh of the Registrant's Certificate of Incorporation, as
amended, provides that no director shall be personally liable to the Registrant 
for monetary damages for breach of fiduciary duty. However, a director shall be 
liable to the extent provided by applicable law (i) for breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or         
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General         
Corporation Law or (iv) for any transaction from which the director derived an  
improper personal benefit.                                                      

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         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or   
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.    

PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.                                

        The following documents are hereby incorporated by reference into this
Registration Statement:                                                         

         (a) The Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001, that the Registrant filed with the Commission on April 16, 2002, which
contains audited consolidated financial statements for the most recent fiscal   
year for which such statements have been filed.                                 

         (b) An amendment that the Registrant filed with the Commission on April
17, 2002 to the Annual Report on Form 10-KSB for the fiscal year ended December 
31, 2001, that the Registrant filed with the Commission on April 16, 2002.      

      (c) The Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2002 that the Registrant filed with the Commission on May 14, 2002.   

      (d) The Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 2002 that the Registrant filed with the Commission on August 14, 2002. 

      (e) The Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2002 that the Registrant filed with the Commission on November 14,
2002.                                                                           

(f) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 8, 1999,  
as amended (File No. 000-28411).                                                

     (g) In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act  
of 1934, prior to the filing of a post-effective amendment which indicates that 
all securities offered have been sold or which deregisters all securities then  
remaining unsold, shall be deemed to be incorporated by reference into this     
registration statement and to be a part hereof from the date of filing of such  
documents.                                                                      

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ITEM 4. DESCRIPTION OF SECURITIES.                                              

     Not applicable. The class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.            

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.                                 

       Pollet, Richardson & Patel, A Law Corporation has given an opinion on
the validity of the securities being registered hereunder. Erick Richardson and 
Nimish Patel, principals in the law firm, are eligible to receive shares of the 
Company's common stock pursuant to this Form S-8 registration statement.        

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                              

   See the "Disclosure of Commission Position on Indemnification for
Securities Act Liabilities" in the Prospectus for the indemnification provisions
of the Delaware General Corporation Law and the Registrant's Certificate of     
Incorporation, as amended, and Bylaws.                                          

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.                                    

Not applicable.                                               

ITEM 8. EXHIBITS.                                                               

   4.0     Manhattan Scientifics, Inc. 2000 Equity Incentive Plan(1)
5.0     Opinion regarding legality(1)                         
      23.1    Consent of Eisner LLP (formerly Richard A. Eisner & Company,
LLP)(1)                                       
    23.2    Consent of Pollet, Richardson & Patel (included in Exhibit
5.0)(1)                                       

(1) Previously filed.                                                           

ITEM 9. UNDERTAKINGS.                                                           

      (a) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to   
this registration statement (1) to include any 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; (2) that, for the purpose of determining any liability under the     
Securities Act of 1933, each such post-effective amendment 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; and (3) to remove from registration by means of a        
post-effective amendment any of the securities being registered which remain    
unsold at the termination 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 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 therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

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  (c) 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.                            

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 on Form S-8 and has duly caused this             
Post-Effective Amendment No. 1 to S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,  
State of New York, on this 6th day of February, 2003.                           

                       MANHATTAN SCIENTIFICS, INC.

                 By: /s/ Marvin Maslow
                                          --------------------------------------
                                          Marvin Maslow, Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to S-8 Registration Statement has been signed by 
the following persons in the capacities and on the date indicated:              

Dated:  February 6, 2003                   /s/ Marvin Maslow                    
                                          --------------------------------------
                                        Marvin Maslow, Chairman of the Board
                               Chief Executive Officer and
                           Chief Financial Officer

Dated:  February 6, 2003                   /s/ Scott L. Bach                    
                                          --------------------------------------
                                         Scott L. Bach, Director and Secretary

Dated:  February 6, 2003                   /s/ David A. Teich                   
                                          --------------------------------------
                            David A. Teich, Director

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	2/10/03
	2/6/03	3	21
	2/4/03	3
	1/17/03	2		S-8
	1/8/03	5
	11/14/02	14	19	10QSB
	11/13/02	13
	9/30/02	6	19	10QSB
	8/14/02	14	19	10QSB
	7/12/02	2		S-8
	6/30/02	14	19	10QSB
	5/14/02	14	19	10QSB
	4/17/02	14	19	10KSB/A
	4/16/02	14	19	10KSB
	3/31/02	14	19	10QSB
	3/22/02	2		S-8
	1/30/02	2		S-8
	12/31/01	14	19	10KSB, 10KSB/A, NT 10-K
	11/19/01	2		S-8
	9/14/01	2		S-8
	12/8/99	14	19	10SB12G
	8/1/95	4
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Filing Submission 0001019687-03-000187 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Manhattan Scientifics Inc – ‘S-8 POS’ on 2/10/03

On: Monday, 2/10/03, at 1:45pm ET · Effective: 2/10/03 · Accession #: 1019687-3-187 · File #: 333-102589

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents