<PAGE>   1
                             File No. [33-________]

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                          PAN ENVIRONMENTAL CORPORATION

             (Exact name of registrant as specified in its charter)

                 DELAWARE                              91-1632888
                 (State or other                 (I.R.S. Employer
                 jurisdiction of                   Identification
                 incorporation or                            No.)
                 organization)



                            19239 Aurora Avenue North
                            Shoreline, WA 98133-3930
           (Address of principal executive office, including zip code)

                   VARIOUS EMPLOYMENT AND CONSULTANT CONTRACTS
                            (Full Title of the Plan)

                            Jerry Cornwell, President

                          PAN ENVIRONMENTAL CORPORATION
                            19239 Aurora Avenue North
                            Shoreline, WA 98133-3930
                                 (206) 546-9660
(Name, address, including zip code, telephone number, including area code, of 
                               agent for service)

                        CALCULATION OF REGISTRATION FEE*

<TABLE>
<CAPTION>
Title of Each Class of          Number of Shares     Proposed Maximum    Proposed Maximum     Registration
Securities to be                to be                Offering Price      Aggregate Offering   fee
Registered                      Registered           Per Share           Price
<S>                             <C>                  <C>                 <C>                  <C>   

Common Stock, par value
$0.001                          490,250 Shares       $0.96875            $474,930             $140.10
</TABLE>


* Computed in accordance with Rule 457 under the Securities act of 1933, as
amended, solely for the purpose of calculating the registration fee and based on
the average of the bid and asked prices reported by the national quotation
bureau for over-the-counter trading for September 22, 1998.


<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Not required to be filed.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Pan Environmental Corporation (the
Company) with the Securities and Exchange Commission (the Commission) are
incorporated by reference in this Registration Statement:


         1.       The description of the Company's Class A Common Voting Equity
                  Stock ("Common") on Form 8-A filed on February 3, 1994, as
                  amended.

         2.       The Company's Annual Reports on Form 10-K for the fiscal years
                  ended December 31, 1997, December 31, 1996, December 31, 1995
                  and December 31, 1994.

         3.       The Company's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1998, September 30, 1997, June 30,
                  1997, March 31, 1997, September 30, 1996, June 30, 1996, March
                  31 1996, September 30, 1995 and March 31, 1995.


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

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 Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides, in summary, that directors and officers of
Delaware corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company,


<PAGE>   3
and, with respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by the Company only as authorized
in each specific case upon a determination by the shareholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. The Certificate of Incorporation and Bylaws of
the Company provide for indemnification of its directors and officers to the
fullest extent permitted by Delaware law, as the same may be amended from time
to time.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits:

         Exhibit No.   Description

         4.1      Restated Certificate of Incorporation of P.A.N. Environmental
                  Services Corporation changing name to PAN Environmental
                  Corporation filed with the State of Delaware on February 22,
                  1994. Incorporation by reference to Exhibit 3.2 of the
                  Company's Form 8-K filed March 2, 1994 which is incorporated
                  herein by reference.

         4.2      Bylaws of P.A.N. Environmental Services Corporation.
                  Incorporation by reference to Exhibit 3.2 of the Company's
                  January 31, 1993 10-K, which are incorporated herein by
                  reference.

         4.3      Amended and Restated Bylaws of PAN Environmental Corporation.
                  Incorporation by reference to Exhibit 3.4 of the Company's
                  Form 8-K, filed March 2, 1994, which is incorporated herein by
                  reference.

         5.       Opinion of McGuire Woods Battle & Boothe LLP as to the
                  validity of the original issuance of the securities being
                  registered.*

         23.1     Consent of  William T. Butcher.*

         23.2     Consent of McGuire Woods Battle & Boothe LLP (included in
                  Exhibit 5).

         24.      Powers of Attorney (included as part of signature page).

         99.1     Letter Agreement dated August 28, 1998, between the Company
                  and Forte Communications, Inc., under which 50,000 Common
                  shares can be issued for services rendered.*

         99.2     Finder's Fee Agreement dated August 4, 1998, between the
                  Company and Kaufman & Associates, Inc., under which 6,250
                  Common shares can be issued for services rendered. *

         99.3     Representation Agreement dated January 2, 1998, between the
                  Company and Bristol Media Ltd., under which 96,000 Common
                  shares can be issued for services rendered.*

         99.4     Agreement and Plan of Business Combination dated April 17,
                  1998, between the Company and Bristol Media Ltd., under which
                  50,000 Common shares can be issued for services rendered.*


<PAGE>   4
         99.5     Consulting Agreement dated July 1, 1998, between the Company
                  and Quality Tax Service, Inc., under which 28,000 Common
                  shares can be issued for services rendered.*

         99.6     Employment Agreement dated July 1, 1998, between the Company
                  and Jerry Cornwell, under which issued 120,000 Common shares
                  can be issued for services rendered.*

         99.7     Employment Agreement dated July 1, 1998, between the Company
                  and Clifford M. Johnston under which issued 100,000 Common
                  shares can be issued for services rendered.*

         99.8     Employment Agreement dated July 1, 1998, between the Company
                  and Judy Morton Johnston under which issued 40,000 Common
                  shares can be issued for services rendered.*

         * Filed Herewith.

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;

                           (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 (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 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
                           this offer.

         (b).     The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 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


<PAGE>   5
                  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.


<PAGE>   6
                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes the agent
for service named in the registration statement as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all
amendments and post effective amendments to the registration statement, and the
Company hereby confers like authority to sign and file on its behalf.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Shoreline, Washington, on SEPT. 30, 1998.


                          Pan Environmental Corporation



                               /s/ JERRY CORNWELL
                  --------------------------------------------
                                by Jerry Cornwell
                  President, Chief Executive Officer, Director



         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on SEPT. 30, 1998.



          /s/ JERRY CORNWELL
--------------------------------------------
Jerry Cornwell
President, Chief Executive Officer, Director


          /s/ CLIFFORD M. JOHNSTON
--------------------------------------------
Clifford M. Johnston
Vice President and Chief Financial Officer


          /s/ KENNETH A. BURNS
--------------------------------------------
Kenneth A. Burns
Secretary/Treasurer, Director


<PAGE>   7
                                  Exhibit Index


         4.1      Restated Certificate of Incorporation of P.A.N. Environmental
                  Services Corporation changing name to PAN Environmental
                  Corporation filed with the State of Delaware on February 22,
                  1994. Incorporation by reference to Exhibit 3.2 of the
                  Company's Form 8-K filed March 2, 1994 which is incorporated
                  herein by reference.

         4.2      Bylaws of P.A.N. Environmental Services Corporation.
                  Incorporation by reference to Exhibit 3.2 of the Company's
                  January 31, 1993 10-K, which are incorporated herein by
                  reference.

         4.3      Amended and Restated Bylaws of PAN Environmental Corporation.
                  Incorporation by reference to Exhibit 3.4 of the Company's
                  Form 8-K, filed March 2, 1994, which is incorporated herein by
                  reference.

         5.       Opinion of McGuire Woods Battle & Boothe LLP as to the
                  validity of the original issuance of the securities being
                  registered.*

         23.1     Consent of  William T. Butcher.*

         23.2     Consent of McGuire Woods Battle & Boothe LLP (included in
                  Exhibit 5).

         24.      Powers of Attorney (included as part of signature page).

         99.1     Letter Agreement dated August 28, 1998, between the Company
                  and Forte Communications, Inc. under which 50,000 Common
                  shares can be issued for services rendered.*

         99.2     Finder's Fee Agreement dated August 4, 1998, between the
                  Company and Kaufman & Associates, Inc., under which 6,250
                  Common shares can be issued for services rendered. *

         99.3     Representation Agreement dated January 2, 1998, between the
                  Company and Bristol Media Ltd., under which 96,000 Common
                  shares can be issued for services rendered.*

         99.4     Agreement and Plan of Business Combination dated April 17,
                  1998, between the Company and Bristol Media Ltd., under which
                  50,000 Common shares can be issued for services rendered.*

         99.5     Consulting Agreement dated July 1, 1998, between the Company
                  and Quality Tax Service, Inc., under which 28,000 Common
                  shares can be issued for services rendered.*

         99.6     Employment Agreement dated July 1, 1998, between the Company
                  and Jerry Cornwell, under which issued 120,000 Common shares
                  can be issued for services rendered.*

         99.7     Employment Agreement dated July 1, 1998, between the Company
                  and Clifford M. Johnston under which issued 100,000 Common
                  shares can be issued for services rendered.*

         99.8     Employment Agreement dated July 1, 1998, between the Company
                  and Judy Morton Johnston under which issued 40,000 Common
                  shares can be issued for services rendered.*
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19397}]
{"company-data": {"conformed-name": "PAN ENVIRONMENTAL CORP", "cik": "0000791115", "assigned-sic": "5900", "irs-number": "911632888", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65247", "film-number": "98720186"}, "business-address": {"street1": "19239 AURORA AVENUE N", "city": "SHORELINE", "state": "WA", "zip": "98133", "phone": "2065469660"}, "mail-address": {"street1": "19239 AURORA AVENUE N", "city": "SHORELINE", "state": "WA", "zip": "98133"}, "former-company": [{"former-conformed-name": "PAN ENVIRONMENTAL SERVICES INC", "date-changed": "19930914"}, {"former-conformed-name": "ASTER DEVELOPMENT ENTERPRISES LTD", "date-changed": "19930510"}, {"former-conformed-name": "NUTEC TRANSMISSION LTD", "date-changed": "19920703"}]}
1
                             File No. [33-________]

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                          PAN ENVIRONMENTAL CORPORATION

             (Exact name of registrant as specified in its charter)

                 DELAWARE                              91-1632888
                 (State or other                 (I.R.S. Employer
                 jurisdiction of                   Identification
                 incorporation or                            No.)
                 organization)

                            19239 Aurora Avenue North
                            Shoreline, WA 98133-3930
           (Address of principal executive office, including zip code)

                   VARIOUS EMPLOYMENT AND CONSULTANT CONTRACTS
                            (Full Title of the Plan)

                            Jerry Cornwell, President

                          PAN ENVIRONMENTAL CORPORATION
                            19239 Aurora Avenue North
                            Shoreline, WA 98133-3930
                                 (206) 546-9660
(Name, address, including zip code, telephone number, including area code, of 
                               agent for service)

                        CALCULATION OF REGISTRATION FEE*
Title of Each Class of          Number of Shares     Proposed Maximum    Proposed Maximum     Registration
Securities to be                to be                Offering Price      Aggregate Offering   fee
Registered                      Registered           Per Share           Price
Common Stock, par value
$0.001                          490,250 Shares       $0.96875            $474,930             $140.10
* Computed in accordance with Rule 457 under the Securities act of 1933, as
amended, solely for the purpose of calculating the registration fee and based on
the average of the bid and asked prices reported by the national quotation
bureau for over-the-counter trading for September 22, 1998.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Not required to be filed.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Pan Environmental Corporation (the
Company) with the Securities and Exchange Commission (the Commission) are
incorporated by reference in this Registration Statement:

         1.       The description of the Company's Class A Common Voting Equity
                  Stock ("Common") on Form 8-A filed on February 3, 1994, as
                  amended.

         2.       The Company's Annual Reports on Form 10-K for the fiscal years
                  ended December 31, 1997, December 31, 1996, December 31, 1995
                  and December 31, 1994.

         3.       The Company's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1998, September 30, 1997, June 30,
                  1997, March 31, 1997, September 30, 1996, June 30, 1996, March
                  31 1996, September 30, 1995 and March 31, 1995.

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

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 Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides, in summary, that directors and officers of
Delaware corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company,
3
and, with respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by the Company only as authorized
in each specific case upon a determination by the shareholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. The Certificate of Incorporation and Bylaws of
the Company provide for indemnification of its directors and officers to the
fullest extent permitted by Delaware law, as the same may be amended from time
to time.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits:

         Exhibit No.   Description

         4.1      Restated Certificate of Incorporation of P.A.N. Environmental
                  Services Corporation changing name to PAN Environmental
                  Corporation filed with the State of Delaware on February 22,
                  1994. Incorporation by reference to Exhibit 3.2 of the
                  Company's Form 8-K filed March 2, 1994 which is incorporated
                  herein by reference.

         4.2      Bylaws of P.A.N. Environmental Services Corporation.
                  Incorporation by reference to Exhibit 3.2 of the Company's
                  January 31, 1993 10-K, which are incorporated herein by
                  reference.

         4.3      Amended and Restated Bylaws of PAN Environmental Corporation.
                  Incorporation by reference to Exhibit 3.4 of the Company's
                  Form 8-K, filed March 2, 1994, which is incorporated herein by
                  reference.

         5.       Opinion of McGuire Woods Battle & Boothe LLP as to the
                  validity of the original issuance of the securities being
                  registered.*

         23.1     Consent of  William T. Butcher.*

         23.2     Consent of McGuire Woods Battle & Boothe LLP (included in
                  Exhibit 5).

         24.      Powers of Attorney (included as part of signature page).

         99.1     Letter Agreement dated August 28, 1998, between the Company
                  and Forte Communications, Inc., under which 50,000 Common
                  shares can be issued for services rendered.*

         99.2     Finder's Fee Agreement dated August 4, 1998, between the
                  Company and Kaufman & Associates, Inc., under which 6,250
                  Common shares can be issued for services rendered. *

         99.3     Representation Agreement dated January 2, 1998, between the
                  Company and Bristol Media Ltd., under which 96,000 Common
                  shares can be issued for services rendered.*

         99.4     Agreement and Plan of Business Combination dated April 17,
                  1998, between the Company and Bristol Media Ltd., under which
                  50,000 Common shares can be issued for services rendered.*
4
         99.5     Consulting Agreement dated July 1, 1998, between the Company
                  and Quality Tax Service, Inc., under which 28,000 Common
                  shares can be issued for services rendered.*

         99.6     Employment Agreement dated July 1, 1998, between the Company
                  and Jerry Cornwell, under which issued 120,000 Common shares
                  can be issued for services rendered.*

         99.7     Employment Agreement dated July 1, 1998, between the Company
                  and Clifford M. Johnston under which issued 100,000 Common
                  shares can be issued for services rendered.*

         99.8     Employment Agreement dated July 1, 1998, between the Company
                  and Judy Morton Johnston under which issued 40,000 Common
                  shares can be issued for services rendered.*

         * Filed Herewith.

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;

                           (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 (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 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
                           this offer.

         (b).     The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 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
5
                  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.
6
                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes the agent
for service named in the registration statement as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all
amendments and post effective amendments to the registration statement, and the
Company hereby confers like authority to sign and file on its behalf.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Shoreline, Washington, on SEPT. 30, 1998.

                          Pan Environmental Corporation

                               /s/ JERRY CORNWELL
                  --------------------------------------------
                                by Jerry Cornwell
                  President, Chief Executive Officer, Director

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on SEPT. 30, 1998.

          /s/ JERRY CORNWELL
--------------------------------------------
Jerry Cornwell
President, Chief Executive Officer, Director

          /s/ CLIFFORD M. JOHNSTON
--------------------------------------------
Clifford M. Johnston
Vice President and Chief Financial Officer

          /s/ KENNETH A. BURNS
--------------------------------------------
Kenneth A. Burns
Secretary/Treasurer, Director
7
                                  Exhibit Index

         4.1      Restated Certificate of Incorporation of P.A.N. Environmental
                  Services Corporation changing name to PAN Environmental
                  Corporation filed with the State of Delaware on February 22,
                  1994. Incorporation by reference to Exhibit 3.2 of the
                  Company's Form 8-K filed March 2, 1994 which is incorporated
                  herein by reference.

         4.2      Bylaws of P.A.N. Environmental Services Corporation.
                  Incorporation by reference to Exhibit 3.2 of the Company's
                  January 31, 1993 10-K, which are incorporated herein by
                  reference.

         4.3      Amended and Restated Bylaws of PAN Environmental Corporation.
                  Incorporation by reference to Exhibit 3.4 of the Company's
                  Form 8-K, filed March 2, 1994, which is incorporated herein by
                  reference.

         5.       Opinion of McGuire Woods Battle & Boothe LLP as to the
                  validity of the original issuance of the securities being
                  registered.*

         23.1     Consent of  William T. Butcher.*

         23.2     Consent of McGuire Woods Battle & Boothe LLP (included in
                  Exhibit 5).

         24.      Powers of Attorney (included as part of signature page).

         99.1     Letter Agreement dated August 28, 1998, between the Company
                  and Forte Communications, Inc. under which 50,000 Common
                  shares can be issued for services rendered.*

         99.2     Finder's Fee Agreement dated August 4, 1998, between the
                  Company and Kaufman & Associates, Inc., under which 6,250
                  Common shares can be issued for services rendered. *

         99.3     Representation Agreement dated January 2, 1998, between the
                  Company and Bristol Media Ltd., under which 96,000 Common
                  shares can be issued for services rendered.*

         99.4     Agreement and Plan of Business Combination dated April 17,
                  1998, between the Company and Bristol Media Ltd., under which
                  50,000 Common shares can be issued for services rendered.*

         99.5     Consulting Agreement dated July 1, 1998, between the Company
                  and Quality Tax Service, Inc., under which 28,000 Common
                  shares can be issued for services rendered.*

         99.6     Employment Agreement dated July 1, 1998, between the Company
                  and Jerry Cornwell, under which issued 120,000 Common shares
                  can be issued for services rendered.*

         99.7     Employment Agreement dated July 1, 1998, between the Company
                  and Clifford M. Johnston under which issued 100,000 Common
                  shares can be issued for services rendered.*

         99.8     Employment Agreement dated July 1, 1998, between the Company
                  and Judy Morton Johnston under which issued 40,000 Common
                  shares can be issued for services rendered.*