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<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<FONT SIZE=4><P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
</FONT><P ALIGN="CENTER">ROLLTECH, INC.<BR>
</B><FONT SIZE=2>(Exact name of registrant as specified in its charter)</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">Nevada<BR>
<FONT SIZE=2>(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER">98-0230423<BR>
<FONT SIZE=2>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>

<U><P>Suite 811 - 938 Howe Street, Vancouver, British Columbia, Canada V6Z 1N9</P>
</U><FONT SIZE=2><P>(Address of Principal Executive Offices) (Zip Code)</P>
</FONT><B><P ALIGN="CENTER">2001 Stock Option Plan<BR>
</B><FONT SIZE=2>(Full title of the plan)</P>
</FONT><B><P ALIGN="CENTER">Taly Keren<BR>
ROLLTECH, INC.<BR>
Suite 811 - 938 Howe Street<BR>
Vancouver, British Columbia<BR>
Canada, V6Z 1N9</P>
</B><FONT SIZE=2><P ALIGN="CENTER">(Name and address of agent for service)</P>
</FONT><B><P ALIGN="CENTER">(604) 681-3071<BR>
</B><FONT SIZE=2>(Telephone number, including area code, of agent for service)</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">- 2 -<BR>
<B>CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="23%" VALIGN="BOTTOM" HEIGHT=55>
<P ALIGN="CENTER"><FONT SIZE=2>Title of Securities to<BR>
be Registered</FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=55>
<FONT SIZE=2><P ALIGN="CENTER">Amount to be Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=55>
<FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum Offering<BR>
Price Per Share</FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=55>
<FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum Aggregate<BR>
Offering Price</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=55>
<FONT SIZE=2><P ALIGN="CENTER">Amount of <BR>
Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P>Common Stock,<BR>
par value $0.001</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">A maximum of<BR>
1,000,000 shares</FONT><SUP>(2)</SUP></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$0.325<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$325,000.00<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$81.25<SUP>(1)</SUP></FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">(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, based on the average of the bid and asked price ($0.10 bid; $0.55 ask) of the common stock as reported on the National Association of Securities Dealers Inc.'s Over the Counter Bulletin Board on November 27, 2001.</P>
<P ALIGN="JUSTIFY">(2) The 2001 Stock Option Plan authorizes the issuance of a maximum of 1,000,000 shares in Common Stock of the Company, all of which are being registered hereunder.</P>
<B><P ALIGN="CENTER">Part I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
<P ALIGN="JUSTIFY">Item&nbsp;1.&#9;Plan Information.</P>
</B><P ALIGN="JUSTIFY">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 our 2001 Stock Option Plan, effective July 15, 2001 and who consented to and executed or will consent to and execute our form of stock option agreement (the "Agreement"). Copies of the Stock Option Plan and the Agreement are attached as exhibits to this Form S-8 (Exhibits 4.1 and 4.2 respectively).</P>
<P ALIGN="JUSTIFY">This Registration Statement relates to the offering of a maximum of 1,000,000 shares (the "Shares") in Common Stock of Rolltech, Inc. (the "Company") pursuant to the Stock Option Plan.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;2.&#9;Company Information and Plan Annual Information.</P>
</B><P ALIGN="JUSTIFY">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 also incorporated by reference in Section 10(a) Prospectus) and other documents required to be delivered to those individuals who participate in the Stock Option Plan pursuant to Rule 428(b) are available without charge by contacting:</P>
<P ALIGN="CENTER">Rolltech, Inc.<BR>
Attention: The President<BR>
(Telephone: (604) 681-3071)</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">- 3 -</P>
<B><P ALIGN="CENTER">Part II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item&nbsp;3.&#9;Incorporation of Documents by Reference.</P>
</B><P ALIGN="JUSTIFY">The following documents filed by the Company are incorporated herein by reference:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.&#9;The description of the Company's Common Stock contained in the Registration Statement on Form 10-SB (SEC document number 000-31683), filed with the Securities and Exchange Commission on October 4, 2000, including all amendments and reports for the purpose of updating such description;</P>
<P ALIGN="JUSTIFY">2.&#9;The Company's Annual Report on Form 10-KSB, filed on April 2, 2001;</P>
<P ALIGN="JUSTIFY">3.&#9;The Company's Quarterly Report on Form 10-QSB, filed on May 15, 2001;</P>
<P ALIGN="JUSTIFY">4.&#9;The Company's Quarterly Report on Form 10-QSB, filed on August 8, 2001;</P>
<P ALIGN="JUSTIFY">5.&#9;The Company's Quarterly Report on Form 10-QSB, filed on November 6,2001;</P>
<P ALIGN="JUSTIFY">6.&#9;The Current Reports on Form 8-K or Form 8-K/A, filed by the Company on the following dates:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a)&#9;March 22, 2001; and</P>
<P ALIGN="JUSTIFY">(b)&#9;April 2, 2001; and</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">7.&#9;The Company's Definitive Proxy Statement 14A, filed on June 27, 2001.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">You may read and copy any reports, statements of other information were 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 from commercial document retrieval services, such as Primark, whose telephone number is 1-800-777-3272, or on the internet at the SEC's website at www.sec.gov.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;4.&#9;Description of Securities.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">- 4 -</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;5.&#9;Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;6.&#9;Indemnification of Directors and Officers.</P>
</B><P>Section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:</P>
<P>&nbsp;</P>
<B><P ALIGN="JUSTIFY">NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.</P>
<OL>

</B><P ALIGN="JUSTIFY"><LI>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 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.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>

<P>When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">- 5 -</P>
<B><P ALIGN="JUSTIFY">NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.</P>
<OL>

</B><P ALIGN="JUSTIFY"><LI>Any discretionary indemnification under <U>NRS 78.7502</U> 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:</LI></P>
<P ALIGN="JUSTIFY">(a) By the stockholders;</P>
<P ALIGN="JUSTIFY">(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;</P>
<P ALIGN="JUSTIFY">(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</P>
<P ALIGN="JUSTIFY">(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.</P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:</LI></P></OL>
<DIR>

<P ALIGN="JUSTIFY">(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 <U>NRS 78.7502</U> 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.</P>
<P ALIGN="JUSTIFY">(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.</P></DIR>

<P ALIGN="JUSTIFY">The Company's Bylaws provide as follows with respect to indemnification of directors and officers:</P>
<P ALIGN="JUSTIFY">ARTICLE 5 INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES</P>
<B><P ALIGN="JUSTIFY">5.1&#9;Indemnification of Officers, Directors, Employees and Agents</P>
</B><P ALIGN="JUSTIFY">&#9;Unless otherwise provided in the Articles of Incorporation, the corporation shall indemnify any individual made a party to a proceeding because he is or was officer, director, employee or agent of the corporation against liability incurred in the proceeding, all pursuant to the consistent with the provisions of related Nevada corporation code, as amended from time to time.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">- 6 -</P>
<B><P ALIGN="JUSTIFY">5.2&#9;Indemnification of Officers, Directors, Employees and Agents</P>
</B><P ALIGN="JUSTIFY">&#9;The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, but only after receipt by the corporation of an undertaking by or on behalf of the officer or director on terms set by the Board of Directors, to repay the expenses advanced if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.</P>
<B><P ALIGN="JUSTIFY">5.1&#9;Scope of Indemnification</P>
<P ALIGN="JUSTIFY">&#9;</B>The indemnification permitted herein is intended to be to the fullest extent possible under the laws of the State of Nevada, and any amendments thereto.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;7.&#9;Exemption from Registration Claimed.</P>
</B><P ALIGN="JUSTIFY">Not Applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;8.&#9;Exhibits.</P>
</B><P>4.1&#9;ROLLTECH, INC. 2001 Stock Option Plan<BR>
4.2&#9;Form of Stock Option Agreement<BR>
5&#9;Opinion of Clark, Wilson<BR>
23.1&#9;Consent of Clark, Wilson (included in Exhibit 5)<BR>
23.2&#9;Consent of Independent Auditor (Moore Stephens Ellis Foster Ltd., Chartered Accountants)<BR>
24&#9;Power of Attorney (included in signature page)</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;9.&#9;Undertakings.</P>
</B><P ALIGN="JUSTIFY"><A NAME="_Ref476382056">(a)&#9;The Company hereby undertakes:</P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended.</P>
<P ALIGN="JUSTIFY">(ii)&#9;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. 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 and 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;</P>
<P ALIGN="JUSTIFY">(iii)&#9;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;</P><DIR>
<DIR>

<P ALIGN="CENTER">- 7 -</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">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.</P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(2)&#9;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.</P>
<P ALIGN="JUSTIFY">(3)&#9;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>
</DIR>

<P ALIGN="JUSTIFY">(b)&#9;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.</P>
<P ALIGN="JUSTIFY">(c)&#9;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.</A></P>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>

<P ALIGN="CENTER">- 8 -</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
<P ALIGN="JUSTIFY">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 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, British Columbia, on November 30, 2001.</P>
<B><P>ROLLTECH, INC.<BR>
<BR>
</B>By /s/ Taly Keren<BR>
_____________________________</FONT><U><BR>
</U><FONT SIZE=2>Taly Keren, President and Director</P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Taly Keren 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.</P>
<P ALIGN="JUSTIFY">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.</P>
<B><P>Signatures<BR>
<BR>
</B>Per: /s/ Taly Keren<BR>
________________________<U><BR>
</U>Taly Keren<BR>
President/ Director<BR>
November 19, 2001</P>
<P>Per: /s/ Dr. Michael Schglov<BR>
_________________________<BR>
Dr. Michael Schglov<BR>
Vice President, Secretary, Treasurer<BR>
and Director<BR>
November 19, 2001</P>
<P>Per: /s/ Grigoriy M. Goldenshteyn<BR>
____________________________<BR>
Grigoriy M. Goldenshteyn<BR>
Director<BR>
November 20, 2001</P>
<P>Per: /s/ Dr. Alexander I. Karapetian<U><BR>
</U>____________________________<BR>
Dr. Alexander I. Karapetian<BR>
Director<BR>
November 19, 2001</P></FONT></BODY>
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OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROLLTECH, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0230423
(I.R.S. Employer Identification No.)
Suite 811 - 938 Howe Street, Vancouver, British Columbia, Canada V6Z 1N9
(Address of Principal Executive Offices) (Zip Code)
2001 Stock Option Plan
(Full title of the plan)
Taly Keren
ROLLTECH, INC.
Suite 811 - 938 Howe Street
Vancouver, British Columbia
Canada, V6Z 1N9
(Name and address of agent for service)
(604) 681-3071
(Telephone number, including area code, of agent for service)
- 2 -
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be Registered
Proposed
Maximum Offering
Price Per Share
Proposed
Maximum Aggregate
Offering Price
Amount of
Registration Fee
Common Stock,
par value $0.001
A maximum of
1,000,000 shares
(2)
$0.325
(1)
$325,000.00
(1)
$81.25
(1)
(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, based on the average of the bid and asked price ($0.10 bid; $0.55 ask) of the common stock as reported on the National Association of Securities Dealers Inc.'s Over the Counter Bulletin Board on November 27, 2001.
(2) The 2001 Stock Option Plan authorizes the issuance of a maximum of 1,000,000 shares in Common Stock of the Company, all of which are being registered hereunder.
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 our 2001 Stock Option Plan, effective July 15, 2001 and who consented to and executed or will consent to and execute our form of stock option agreement (the "Agreement"). Copies of the Stock Option Plan and the Agreement are attached as exhibits to this Form S-8 (Exhibits 4.1 and 4.2 respectively).
This Registration Statement relates to the offering of a maximum of 1,000,000 shares (the "Shares") in Common Stock of Rolltech, Inc. (the "Company") pursuant to the Stock Option Plan.
Item 2.	Company Information and 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 also incorporated by reference in Section 10(a) Prospectus) and other documents required to be delivered to those individuals who participate in the Stock Option Plan pursuant to Rule 428(b) are available without charge by contacting:
Rolltech, Inc.
Attention: The President
(Telephone: (604) 681-3071)
- 3 -
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
The following documents filed by the Company are incorporated herein by reference:
1.	The description of the Company's Common Stock contained in the Registration Statement on Form 10-SB (SEC document number 000-31683), filed with the Securities and Exchange Commission on October 4, 2000, including all amendments and reports for the purpose of updating such description;
2.	The Company's Annual Report on Form 10-KSB, filed on April 2, 2001;
3.	The Company's Quarterly Report on Form 10-QSB, filed on May 15, 2001;
4.	The Company's Quarterly Report on Form 10-QSB, filed on August 8, 2001;
5.	The Company's Quarterly Report on Form 10-QSB, filed on November 6,2001;
6.	The Current Reports on Form 8-K or Form 8-K/A, filed by the Company on the following dates:
(a)	March 22, 2001; and
(b)	April 2, 2001; and
7.	The Company's Definitive Proxy Statement 14A, filed on June 27, 2001.
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 of other information were 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 from commercial document retrieval services, such as Primark, whose telephone number is 1-800-777-3272, or on the internet at the SEC's website at www.sec.gov.
Item 4.	Description of Securities.
Not applicable.
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Item 5.	Interests of Named Experts and Counsel.
Not applicable.
Item 6.	Indemnification of Directors and Officers.
Section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
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 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.
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.
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.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:
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NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
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.
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 Bylaws provide as follows with respect to indemnification of directors and officers:
ARTICLE 5 INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
5.1	Indemnification of Officers, Directors, Employees and Agents
Unless otherwise provided in the Articles of Incorporation, the corporation shall indemnify any individual made a party to a proceeding because he is or was officer, director, employee or agent of the corporation against liability incurred in the proceeding, all pursuant to the consistent with the provisions of related Nevada corporation code, as amended from time to time.
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5.2	Indemnification of Officers, Directors, Employees and Agents
The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, but only after receipt by the corporation of an undertaking by or on behalf of the officer or director on terms set by the Board of Directors, to repay the expenses advanced if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.
5.1	Scope of Indemnification
The indemnification permitted herein is intended to be to the fullest extent possible under the laws of the State of Nevada, and any amendments thereto.
Item 7.	Exemption from Registration Claimed.
Not Applicable.
Item 8.	Exhibits.
4.1	ROLLTECH, INC. 2001 Stock Option 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 Independent Auditor (Moore Stephens Ellis Foster Ltd., Chartered Accountants)
24	Power of Attorney (included in signature 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.
(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. 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 and 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 this Registration Statement or any material change to such information in this Registration Statement;
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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.
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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 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, British Columbia, on November 30, 2001.
ROLLTECH, INC.
By /s/ Taly Keren
_____________________________
Taly Keren, President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Taly Keren 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.
Signatures
Per: /s/ Taly Keren
________________________
Taly Keren
President/ Director
November 19, 2001
Per: /s/ Dr. Michael Schglov
_________________________
Dr. Michael Schglov
Vice President, Secretary, Treasurer
and Director
November 19, 2001
Per: /s/ Grigoriy M. Goldenshteyn
____________________________
Grigoriy M. Goldenshteyn
Director
November 20, 2001
Per: /s/ Dr. Alexander I. Karapetian
____________________________
Dr. Alexander I. Karapetian
Director
November 19, 2001