<HTML>
<HEAD>
<TITLE>COMCAM, INC. S-8</TITLE>
</HEAD>
<BODY>
<P ALIGN="CENTER"><FONT FACE="Arial" SIZE=4><b>SECURITIES AND EXCHANGE
COMMISSION<BR>
WASHINGTON, DC 20549</P></FONT>
<FONT FACE="Arial" SIZE=5><P ALIGN="CENTER">FORM S-8</P></b></FONT>
<FONT FACE="Arial" SIZE=4>
<P>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
<p align="center"><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=700>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER"><u>COMCAM, INC.</u><br>
(Exact Name of Registrant as Specified in Its Charter)</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><u>Delaware</u><br>
(State or Other Jurisdiction of <br>
Incorporation or Organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><u>98-0208402</u><br>
(I.R.S. Employer<br>
Identification No.)</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><u>1140 McDermott Drive, Suite 200, West Chester,
PA</u><br>
(Address of Principal Executive Offices)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><u>19380</u><br>
(Zip Code)</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER"><u>Consulting Services Agreements</u><br>
(Full Title of the Plan)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER"><u>The Company Corporation, 400-2711
Centerville Rd, Wilmington, DE  91808</u><br>
(Name and Address of Agent For Service)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER"><u>(610) 436-8029</u><br>
(Telephone Number, Including Area Code, of Agent For Service)</FONT></TD>
</TR>
</TABLE>
</p>
</FONT>
<p>&nbsp;</p>
<B><FONT FACE="Arial" SIZE=4><P ALIGN="CENTER">CALCULATION OF
REGISTRATION FEE</P></B></FONT>
<p align="center">
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=700>
<TR><TD WIDTH="20%" VALIGN="bottom">
<FONT SIZE=2><P ALIGN="CENTER">Title of<br>
Securities<br>
to be<br>
Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="bottom">
<FONT SIZE=2><P ALIGN="CENTER">Amount<br>
to be<br>
Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="bottom">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<br>
Maximum<br>
Offering<br>
Price</br
Per Share</FONT></TD>
<TD WIDTH="20%" VALIGN="bottom">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<br>
Maximum<br>
Aggregate<br>
Offering<br>
Price</FONT></TD>
<TD WIDTH="20%" VALIGN="bottom">
<FONT SIZE=2><P ALIGN="CENTER">Amount of<br>
Registration<br>
Fee</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="bottom">
<FONT SIZE=2><P ALIGN="CENTER">Common Stock</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">200,000</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$0.70</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$140,000</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$12.88</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</p></font>
<hr size="2" width="100%">
<FONT FACE="Arial" SIZE=4>
<B><P ALIGN="CENTER">PART I<br>
INFORMATION REQUIRED IN THE<br>
SECTION 10(A) PROSPECTUS</P></B>
<FONT FACE="Arial" SIZE=2>
<B><P>Item 1.&nbsp;&nbsp;&nbsp;Plan Information</P>
</B></font>
<FONT FACE="Arial" SIZE=2>
<P align="justify">Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.</P>
<B><P>Item 2.&nbsp;&nbsp;&nbsp;Registration Information and Employee Plan Annual
Information</B>.</P>
<P align="justify">Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.</P>
<B><P>Item 3.&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference</P></B>
<P align="justify">The Company's Annual Report on Form 10-KSB for the year ended
February 28, 2002 and the Form 10-QSB for the fiscal quarter ended June 30, 2002
..</P>
<P align="justify">All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future Annual
or Quarterly Report to Stockholders which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.</P>
<B><P>Item 4.&nbsp;&nbsp;&nbsp;Description of Securities</P></B>
<P align="justify">Securities are registered under Section 12(g) of the Exchange
Act.</P>
<B><P>Item 5.&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel</P></B>
<P>Not Applicable</P>
<B><P>Item 6.&nbsp;&nbsp;Indemnification of Directors and Officers:</P></B>
<P align="justify">Section 145 of the General Corporation Law of the State of
Delaware provides, in general, that a corporation incorporated under the laws of
the State of Delaware, such as the registrant, 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 (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person 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 enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person 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 such person's
conduct was unlawful.  In the case of a derivative action, a Delaware
corporation may indemnify any such person against expenses (including attorneys'
<hr size="2" width="100%">
fees actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, 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 ot the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonable entitled to
indemnity for such expenses.
<P align="justify">Article VIII of the Company's Articles of Incorporation
provides: &quot;The Corporation shall indemnify any and all of its directors or
officers, or former directors or officers, or any person who may have served at
its request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such person, against expenses actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation, except in relation to matters as to
which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation.  Such indemnification shall not
be deemed exclusive or any other rights to which those indemnified may be
intitled, independently of this Article, by law, under any Bylaw agreement, vote
for stockholders, or otherwise.&quot;</P>
<B><P>Item 7.&nbsp;&nbsp;&nbsp;Exemption From Registration Claimed</P></B>
<P>Not Applicable.</P>
<B><P>Item 8.&nbsp;&nbsp;&nbsp;Exhibits</P></B>
<P align="justify">The following is a list of exhibits filed as part of the
Registration Statement:</P>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=430>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of Carmine J. Bua, III,
Esq. regarding the <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;legality of the securities registered
hereunder.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"><br>23.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Davidson &amp;
Company, Chartered Accountants.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"><br>23.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Counsel (included
as part of Exhibit 5.1).</FONT></TD>
</TR>
</TABLE>
<B><P>Item 9.&nbsp;&nbsp;Undertakings</P></B>
<DIR>
<P>(a)&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:</P>
<DIR>
<P>(1)&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:</P>
<DIR>
<P align="justify">(i)&nbsp;&nbsp;&nbsp;To include any prospectus required by
Section 10(a)(3)
of the Securities Act of 1933;</P>
<P align="justify">(ii)&nbsp;&nbsp;To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
<hr size="2" width="100%">
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the &quot;
Calculation of Registration Fee&quot; table in the effective registration
statement. </P>
<P align="justify">(iii)&nbsp;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; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.</P>
<DIR>
<dir>
<P align="justify">(2)&nbsp;&nbsp;&nbsp;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.</P>
<P align="justify">(3)&nbsp;&nbsp;&nbsp;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.</P>
</DIR>
<P align="justify">(b)&nbsp;&nbsp;&nbsp;The undersigned registrant hereby
undertakes that, for purposes of determining a 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.</P>
<P align="justify">(c)&nbsp;&nbsp;&nbsp;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.</P>
</dir>
<hr size="2" width="100%">
<P align="center"><B><U>SIGNATURES</P></B></U>
<P align="justify"><B>The Registrant</B>.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the City of West Chester,
Pennsylvania and the City of Vancouver, British Columbia, on September 5, 2002.
</P>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=590>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP"><B><FONT SIZE=2><P>COMCAM, INC.</B></FONT>
<p align="center">
<P>&#9;&#9;BY&#9;DON GILBREATH<br>
&#9;&#9;President</P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
</TR>
</TABLE>
</p>
<P align="justify">Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.</P>
<p align="center">
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=700>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=2><P>Signature</B></U></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=2><P>Title</B></U></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=2><P>Date</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P><I><FONT SIZE=2>/s/ &quot;Don Gilbreath&quot;</I><br><hr size="1" width="90%"
align="left">
DON GILBREATH</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>President, Chief<br>
Financial Officer,<br>
Treasurer (Principal Financial<br>
and Accounting Officer),
Secretary <br> and Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>September 5, 2002</FONT></TD>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P><I><FONT SIZE=2>/s/ &quot;Ross Wilmot&quot;</I><br><hr size="1" width="90%"
align="left">
ROSS WILMOT</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>September 5, 2002</FONT></TD>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P><I><FONT SIZE=2>/s/ &quot;Robert Beatty&quot;</I><br><hr size="1" width="90%"
align="left">
ROBERT BEATTY</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>September 5, 2002</FONT></TD></TR>
</TABLE>
</P>
<hr size="2" width="100%">
<B><P align="center"><U>INDEX TO EXHIBITS</P></B></U>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=430>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"><b><u>Exhibit Number</u></b></FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><br><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Description</u></b></FONT>
</TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"><br>5.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of Carmine J. Bua,
III, Esq. regarding the <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;legality of the securities registered
hereunder.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"><br>23.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Davidson &amp;
Company, Chartered Accountants.</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"><br>23.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P><br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Counsel (included
as part of Exhibit 5.1).</FONT></TD>
</TR>
</TABLE>
</FONT>
</BODY>
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COMCAM, INC. S-8
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMCAM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
98-0208402
(I.R.S. Employer
Identification No.)
1140 McDermott Drive, Suite 200, West Chester,
PA
(Address of Principal Executive Offices)
19380
(Zip Code)
Consulting Services Agreements
(Full Title of the Plan)
The Company Corporation, 400-2711
Centerville Rd, Wilmington, DE  91808
(Name and Address of Agent For Service)
(610) 436-8029
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF
REGISTRATION FEE
Title of
Securities
to be
Registered
Amount
to be
Registered
Proposed
Maximum
Offering
Price
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Registration
Fee
Common Stock
200,000
$0.70
$140,000
$12.88
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1.   Plan Information
Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
Item 2.   Registration Information and Employee Plan Annual
Information
.
Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
Item 3.   Incorporation of Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended
February 28, 2002 and the Form 10-QSB for the fiscal quarter ended June 30, 2002
..
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future Annual
or Quarterly Report to Stockholders which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.
Item 4.   Description of Securities
Securities are registered under Section 12(g) of the Exchange
Act.
Item 5.   Interests of Named Experts and Counsel
Not Applicable
Item 6.  Indemnification of Directors and Officers:
Section 145 of the General Corporation Law of the State of
Delaware provides, in general, that a corporation incorporated under the laws of
the State of Delaware, such as the registrant, 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 (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person 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 enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person 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 such person's
conduct was unlawful.  In the case of a derivative action, a Delaware
corporation may indemnify any such person against expenses (including attorneys'
fees actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, 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 ot the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonable entitled to
indemnity for such expenses.
Article VIII of the Company's Articles of Incorporation
provides: "The Corporation shall indemnify any and all of its directors or
officers, or former directors or officers, or any person who may have served at
its request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such person, against expenses actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation, except in relation to matters as to
which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation.  Such indemnification shall not
be deemed exclusive or any other rights to which those indemnified may be
intitled, independently of this Article, by law, under any Bylaw agreement, vote
for stockholders, or otherwise."
Item 7.   Exemption From Registration Claimed
Not Applicable.
Item 8.   Exhibits
The following is a list of exhibits filed as part of the
Registration Statement:
5.1
Opinion of Carmine J. Bua, III,
Esq. regarding the
legality of the securities registered
hereunder.
23.1
Consent of Davidson &
Company, Chartered Accountants.
23.2
Consent of Counsel (included
as part of Exhibit 5.1).
Item 9.  Undertakings
(a)   The undersigned registrant 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;
(ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "
Calculation of Registration Fee" table in the effective registration
statement.
(iii) 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; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
(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 a 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
(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
The Registrant
.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the City of West Chester,
Pennsylvania and the City of Vancouver, British Columbia, on September 5, 2002.
COMCAM, INC.
BY	DON GILBREATH
President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature
Title
Date
/s/ "Don Gilbreath"
DON GILBREATH
President, Chief
Financial Officer,
Treasurer (Principal Financial
and Accounting Officer),
Secretary
and Director
September 5, 2002
/s/ "Ross Wilmot"
ROSS WILMOT
Director
September 5, 2002
/s/ "Robert Beatty"
ROBERT BEATTY
Director
September 5, 2002
INDEX TO EXHIBITS
Exhibit Number
Description
5.1
Opinion of Carmine J. Bua,
III, Esq. regarding the
legality of the securities registered
hereunder.
23.1
Consent of Davidson &
Company, Chartered Accountants.
23.2
Consent of Counsel (included
as part of Exhibit 5.1).