E COM TECHNOLOGIES CORP
S-8, 2001-01-19
BUSINESS SERVICES, NEC
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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            E-COM TECHNOLOGIES CORP.
                            ------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                           98-0199981
------                                           ----------
(State  or  other  jurisdiction                (I.R.S. Employer
of  incorporation  or organization)            Identification No.)

Suite 388 - 1281 West Georgia Street,
Vancouver, British Columbia, Canada                   V6E 3J7
------------------------------------                 --------
(Address  of  Principal  Executive  Offices)        (Zip  Code)

               E-COM TECHNOLOGIES CORP. 2000 STOCK INCENTIVE PLAN
               --------------------------------------------------
                            (Full title of the plan)

                                  JAMES MALISH
                            E-COM TECHNOLOGIES CORP.
                      SUITE 388 - 1281 WEST GEORGIA STREET
                  VANCOUVER, BRITISH COLUMBIA, CANADA  V6E 3J7
                     (Name and address of agent for service)

                                 (604) 608-6336
                                 --------------

          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
                           service, should be sent to:

                                 BERNARD PINSKY
                    CLARK, WILSON, BARRISTERS AND SOLICITORS
                         #800 - 885 WEST GEORGIA STREET
                  VANCOUVER, BRITISH COLUMBIA, CANADA, V6C 3H1
                           TELEPHONE:  (604) 687-5700
                           --------------------------

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                            Proposed           Proposed
Title of Securities to    Amount to be     Maximum Offering    Maximum Aggregate       Amount of
be Registered              Registered      Price Per Share      Offering Price      Registration Fee
----------------------  ----------------  ------------------  -------------------  ------------------
<S>                     <C>               <C>                 <C>                  <C>

Common Stock, with . .  A maximum of
par value $0.001 . . .  1,250,000 shares  $          0.25(1)  $        312,500(1)  $         78.13(1)
----------------------  ----------------  ------------------  -------------------  ------------------
<FN>

(1)     The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended,  solely  for  the  purpose of calculating the registration fee, being the price at which the
options  may  be  exercised  pursuant to E-Com Technologies Corp.'s 2000 Stock Incentive Plan and its
form  of  Stock  Option  Agreement.

(2)     The  Company's  2000  Stock  Incentive Plan authorizes the issuance of a maximum of 1,250,000
common  shares  all  of which are being registered hereunder.  There are also registered, pursuant to
Rule  415,  such  additional  indeterminate  number  of  shares  as  may be issued as a result of the
anti-dilution  provision  of  the  2000  Stock  Incentive  Plan.
</TABLE>


PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.      PLAN  INFORMATION.

In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8  will be sent or given to individuals who participate in the Company's
2000 Stock Incentive Plan, effective December 11, 2000 (the "2000 Plan") and who
either  consent to and execute the Company's form of stock option agreement (the
"Agreement"), copies of which are filed or included with this Form S-8 (Exhibits
4.1  and  4.2  respectively),  or  make  other  arrangements satisfactory to the
Company  to  obtain  from the Company an incentive stock issuance under the 2000
Plan.

This  Registration  Statement  relates to the offering of a maximum of 1,250,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
2000  Plan.

ITEM  2.     COMPANY  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

Upon  written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by  reference  in  Section  10(a)  Prospectus) and other documents
required  to  be  delivered to the individuals who participate in the 2000 Plan,
pursuant  to  Rule  428(b)  are  available  without  charge  by  contacting:

                            E-Com Technologies Corp.
                      Suite 388 - 1281 West Georgia Street
                  Vancouver, British Columbia, Canada  V6E 3J7
                            Attention:  The President
                          (Telephone:  (604) 608-6336)

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  document  filed by the Company with the United States Securities
and  Exchange  Commission  (the  "SEC")  is  incorporated into this Registration
Statement  by  reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form  10-SB  (SEC  File  Number 000-31503), filed with the SEC on
September  11,  2000,  including  all  amendments and reports for the purpose of
updating  such  description;

2.     The  Company's  Form  8-K  Current Report, filed on December 6, 2000; and

3.     The  Company's  Form 10-QSB Quarterly Report, filed on December 22, 2000.

In  addition  to  the foregoing, all documents subsequently filed by the Company
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 indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.

You  may read and copy any reports, statements or other information filed at the
SEC's  Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  The Company's filings are also available to the public on the
internet  at  the  SEC's  website  at  http:\\www.sec.gov,  and  from commercial
document  retrieval  services,  such  as  Primark,  whose  telephone  number  is
1-800-777-3272.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Nevada  Revised  Statutes  ("NRS")  Section  78.7502,  Title  7  (Business
Associations,  Securities,  Commodities),  Chapter  78  (Private  Corporations)
provides  as  follows  with  respect  to  the  indemnification  of Directors and
Officers:

1.     A  corporation  may  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,
except  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 the action, suit or proceeding if he acted 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  no  reasonable  cause to believe his conduct was unlawful. The

<PAGE>

termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction  or  upon  a  plea of nolo contendere or its equivalent, does 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 that, with respect to any criminal action or
proceeding,  he  had  reasonable cause to believe that his conduct was unlawful.

2.     A  corporation  may  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 amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the defense or settlement of the action or suit if he acted in
good  faith and in a manner which he reasonably believed to be in or not opposed
to  the  best  interests of the corporation. Indemnification may not be made for
any  claim,  issue  or  matter  as to which such a person has been adjudged by a
court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit  was  brought  or  other  court  of  competent jurisdiction determines upon
application  that  in  view  of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3.     To  the  extent  that  a  director,  officer,  employee  or  agent  of  a
corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any  claim, issue or matter therein, the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection  with  the  defense.

Pursuant  to  NRS  78.751:

1.     Any  discretionary indemnification under NRS 78.7502, unless ordered by a
court  or advanced pursuant to subsection 2, may be made by the corporation only
as  authorized in the specific case upon a determination that indemnification of
the  director,  officer,  employee  or agent is proper in the circumstances. The
determination  must  be  made:

     (a)     By  the  stockholders;

     (b)     By  the  board of directors by majority vote of a quorum consisting
of  directors  who  were  not  parties  to  the  action,  suit  or  proceeding;

     (c)     If a majority vote of a quorum consisting of directors who were not
parties  to  the  action,  suit  or  proceeding  so orders, by independent legal
counsel  in  a  written  opinion;  or

     (d)     If  a  quorum  consisting  of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written  opinion.

2.     The  articles  of  incorporation,  the bylaws or an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.     The  indemnification and advancement of expenses authorized in or ordered
by  a  court  pursuant  to  this  section:

     (a)     Does  not  exclude  any  other  rights  to  which  a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or  any  bylaw,  agreement, vote of stockholders or disinterested
directors  or  otherwise,  for  either  an action in his official capacity or an
action  in  another  capacity  while  holding  his  office,  except  that
indemnification,  unless  ordered  by a court pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf  of  any director or officer if a final adjudication establishes that his
acts  or omissions involved intentional misconduct, fraud or a knowing violation
of  the  law  and  was  material  to  the  cause  of  action.

(b)     Continues  for  a  person  who  has  ceased  to  be a director, officer,
employee  or  agent  and  inures  to  the  benefit  of  the heirs, executors and
administrators  of  such  a  person.

The  Company's  By-Laws

Article  V  of  the  By-laws  of  the  Company  contains provisions to limit the
liability  of  directors  and  officers  as  follows:

Every  officer  or  director  of the Company shall be indemnified by the Company
against  all  expenses  and  liabilities,  including  counsel  fees,  reasonably
incurred  by  or imposed upon him/her in connection with any proceeding to which
he/she may be made a party, or in which he/she may become involved, by reason of
being  or  having been a director or officer of the Company or is or was serving
at  the  request  of  the  Company  as  a  director  or  officer of the Company,
partnership,  joint  venture,  trust  or  enterprise, or any settlement thereof,
whether  or  not  he/she  is a director or officer at the time such expenses are
incurred,  except  in  such  cases  wherein  the director or officer is adjudged
guilty  of  wilful  misfeasance  or  malfeasance  in  the performance of his/her
duties;  provided  that  in the event of a settlement the indemnification herein
shall  apply  only  when  the  Board  of  Directors approves such settlement and
reimbursement  as  being  for  the  best  interests  of  the  Company.

The  Company  shall provide to any person who is or was a director or officer of
the  Company or is or was serving at the request of the Company as a director or
officer  of  the  Company,  partnership, joint venture, trust or enterprise, the
indemnity  against  expenses  of  suit,  litigation or other proceeding which is
specifically  permissible  under  applicable  law.

The  Board of Directors may, at its discretion, direct the purchase of liability
insurance  by  way  of  implementing  the  provisions  of  this  Article.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.     EXHIBITS.

     4.1     E-Com  Technologies  Corp.  2000  Stock  Incentive  Plan

     4.2     Form  of  Stock  Option  Agreement

     5     Opinion  of  Clark,  Wilson

     23.1     Consent  of  Clark,  Wilson  (included  in  Exhibit  5)

     23.2     Consent  of  Auditor  (G.  Brad  Becksted)

     24     Power  of  Attorney  (included  in  signature  page)

<PAGE>

ITEM  9.     UNDERTAKINGS.

(a)     The  Company  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act").

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment  hereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in this Registration Statement;

(iii)     To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  15(d) of the Exchange Act that are incorporated by reference in
this  Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act, 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  the  time  shall  be deemed to be the initial bona fide offering
thereof.

(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  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  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered  herein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers and persons controlling 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.

<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, the Company
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 Vancouver, in the Province of British Columbia, on
the 8th day  of  January,  2001.

     E-Com  Technologies  Corp.

     /s/ James Malish
     James  Malish,  President

                                POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints James Malish his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, and to
file  the  same  with  all  exhibits  thereto,  and  all documents in connection
therewith,  with  the  Securities  and  Exchange  Commission,  granting  said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated.

(Signature) /s/ James Malish
            James  Malish

(Title)     President  Chairman  of  the  Board/Director

(Date)     January 8,  2001

(Signature) /s/ Ron Jorgensen
            Ron  Jorgensen

(Title)     Chief  Financial  Officer,  Secretary  and  Treasurer

(Date)     January 8,  2001

(Signature) /s/ Kyle Werier
            Kyle  Werier

(Title)     Vice  President  -  Corporate  Development

(Date)     January 8,  2001

(Signature) /s/ R. Scott Irwin
            R.  Scott  Irwin

(Title)     Director

(Date)     January 8,  2001




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