AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON
                                DECEMBER 3, 2003

                                     REGISTRATION STATEMENT NO. 333-__________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 ZIM CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     CANADA
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)


                                 NOT APPLICABLE
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                              200-20 COLONNADE ROAD
                               OTTAWA, ON K2E 7M6

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                           EMPLOYEE STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

                                MICHAEL COWPLAND
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 ZIM CORPORATION
                              200-20 COLONNADE ROAD
                               OTTAWA, ON K2E 7M6
                                 (613) 727-1397

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)



                                   COPIES TO:

                                HANK GRACIN, ESQ.
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
                                 (516) 222-0888


<PAGE>


<TABLE>


                         CALCULATION OF REGISTRATION FEE
==================================== ================ =================== ======================== =================
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM          AMOUNT OF
 TITLE OF EACH CLASS OF SECURITIES     AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING       REGISTRATION
         TO BE REGISTERED               REGISTERED         PER SHARE              PRICE                 FEE(2)
------------------------------------ ---------------- ------------------- ------------------------ -----------------
Common Stock, no par value, under
<S>                                    <C>                 <C>              <C>                   <C>
the Employee Stock Option Plan         22,200,000(1)       $ .40 (2)           $ 8,880,000           $ 816.96(3)
------------------------------------ ---------------- ------------------- ------------------------ -----------------
</TABLE>

(1)      Represents shares issuable upon exercise of options granted or
         available for grant pursuant to the Employee Stock Option Plan (the
         "Plan") of ZIM Corporation, a corporation governed by the Canada
         Business Corporations Act (the "Registrant", "ZIM" or the "Company").
         Each option entitles the holder thereof to purchase one share of the
         common stock, no par value (the "Common Stock"), of the Registrant.
         Pursuant to Rule 416, the amount registered includes an indeterminable
         number of shares of Common Stock which may become issuable pursuant to
         the anti-dilution provisions of the Plan.

(2)      Calculated solely for the purpose of determining the registration fee
         pursuant to Section 6(b) of the Securities Act of 1933, as amended (the
         "Securities Act"), and Rule 457 (h) (1) promulgated thereunder, based
         on the average of the high and low prices of the Common Stock as
         reported on the over-the-counter bulletin board on November 21, 2003.

(3)      The amount of registration fee is $ 92.00 per one million in accordance
         with Section 6(b) of the Securities Act.

                                      NOTE

         This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of the Registrant in
connection with the resale of shares of Common Stock received by such persons
pursuant to the exercise of options granted under the Registrant's Employee
Stock Option Plan ("ESOP"), which shares are subject to this Registration
Statement.



<PAGE>


                                   PROSPECTUS


                                 ZIM CORPORATION

                                22,200,000 SHARES

         This Prospectus covers the offering and sale of up to 22,200,000 shares
of Common Stock by certain selling shareholders. These selling shareholders
include directors and officers of the Company who may be considered affiliates
of the Company under the securities laws. The shares have been acquired, or may
be acquired, upon the exercise of options.

         The selling shareholders may sell their Common Stock from time to time
in the over-the-counter market at the prevailing market price or in privately
negotiated transactions. We will receive no proceeds from the sale of the shares
by the selling shareholder. However, if the selling shareholders do exercise
their options, we will receive up to $4,627,336 from such exercises.

         Our Common Stock is quoted on the over-the-counter bulletin board under
the symbol "ZIMCF". On November 21, 2003 the average of the high and low prices
of the Common Stock was $.40 per share.

         This investment involves a high degree of risk. You should invest in
the Common Stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page three of this Prospectus.

         Please read this Prospectus carefully. It describes our Company,
finances, products and services. Federal and state securities laws require that
we include in this Prospectus all the important information that you will need
to make an investment decision. You should not assume that the information in
this Prospectus is accurate as of any date other than the date on the front page
of this Prospectus. In this Prospectus, all references to "$" are to U.S.
dollars and all references to "CDN$" are to Canadian dollars.

         Neither the United States Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense. This Prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.


                The date of this Prospectus is December 3, 2003




<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS


                                   THE COMPANY

ZIM CORPORATION

ZIM Corporation is a holding company with one operating subsidiary, ZIM
Technologies International, Inc. ("ZIM Technologies"), a corporation governed by
the laws of Canada. ZIM Corporation was formed for the purpose of acquiring ZIM
Technologies, and as such, acquired ZIM Technologies as of June 1, 2003. ZIM
Corporation is also the sole shareholder of PCI Merge, a Florida based holding
company.

On June 1, 2003, ZIM became a domestic filer with the United States Securities
and Exchange Commission. As a result, all comparative figures have been restated
to reflect generally accepted accounting principles in the United States. In
addition, ZIM changed it's reporting currency to the US dollar. Assets and
liabilities of the current and prior period have been translated into US dollars
at period end exchange rates. Revenues and expenses have been translated at the
weighted average exchange rates for the relevant period. Gains and losses
arising from the translation of the financial statements have been included in a
separate component of shareholders' equity (deficiency).


OVERVIEW

ZIM is a developer and provider of the ZIM Integrated Development Environment,
or the ZIM IDE software. ZIM IDE software is currently used by companies in the
design, development, and management of information databases and mission
critical applications. The technology for ZIM IDE software was developed at Bell
Northern Research in Ottawa, Ontario in the 1980s and acquired by ZIM
Technologies in 1996. ZIM has now licensed the ZIM IDE software products to
thousands of customers through direct sales, and an established network of VARs
and distributors.

The ZIM IDE software provides an integrated development environment for
Microsoft Windows and UNIX computer operating systems. An integrated development
environment is a set of programs run from a single user interface for use in the
creation and management of corporate databases.

The ZIM IDE software was designed to handle complex data management in a more
efficient manner than the database technologies historically provided. The
distinctive characteristic of the ZIM IDE software is the fact that its object
dictionary contains more than just a table of data. Instead, all relationships
and data information are concurrently stored in the object dictionary, making it
easier to manage and retrieve information. Furthermore, ZIM IDE software uses
data sets rather than record-by-record access to manage information. This
technique further simplifies the management of data.

The ZIM IDE software has been used to develop database applications that have
been deployed in a wide range of industries, including finance, marketing, human
resources, information and records management. Applications built with the ZIM
IDE also fully access most other major databases such as Oracle and SQL Server.

Beginning in 2001, the Corporation expanded its business strategy to include the
design and development of a line of mobile data software products. ZIM designs
these mobile data software products to take advantage of the existing wireless
data network infrastructure known as SMS or text messaging. SMS enables users to
communicate person to person and application to person through cellular handsets
and other SMS-enabled devices. SMS has already experienced a significant uptake
throughout Europe and Asia and the market is now expanding in North America.

ZIM has developed both consumer and business oriented lines of mobile data
software products to deliver simple to use SMS based communication services for
end users. These communication services include features to increase the
usefulness of SMS, such as the ability to send text messages from web sites
directly to mobile phones, and the capability to connect office tools to mobile
phones, including e-mail messages, meeting requests, and follow-up reminders. It
is ZIM's goal to become a leading North American provider of SMS based products
to individual consumers and businesses. ZIM intends to accomplish this goal by
utilizing its expertise in database management and software engineering, and its
knowledge of North American SMS networks.

Beginning in November of 2001, most major wireless carriers in North America,
including AT&T, Verizon, Voicestream, Cingular, Bell Canada and Rogers AT&T,
have adopted SMS interoperability, thereby enabling their subscribers to both
send and receive SMS messages through their competitors' systems. ZIM
Technologies expects that this interoperability will accelerate consumers'
adoption of this service in North America.

<PAGE>

ZIM believes that a number of other significant recent factors will accelerate
the growth of SMS in North America. These factors include:

o        SMS roaming agreements entered into by the carriers,
o        Development of SMS based consumer applications,
o        Economies relative to voice calls,
o        Simplicity of use,
o        High penetration of handsets with SMS functionality,
o        Growth in handsets with smart-text functionality,
o        Growth in percentage of subscribers able to use SMS, and
o        Appealing to network operators via high gross margins.

ZIM'S STRATEGY IN THE SMS BUSINESS

It is ZIM's goal to become a leading North American provider of SMS based
services to individuals and businesses. ZIM intends to accomplish this goal by
utilizing its expertise in database management and software engineering, and its
knowledge of North American SMS networks.

ZIM believes that peer-to-peer messaging will initially drive adoption and
familiarization with SMS in North America. Peer-to-peer messaging is text
messaging between two end users phones. Thereafter, ZIM expects North American
SMS users will utilize SMS for a variety of business and personal communication
services. ZIM expects that these value-added communication services will help
bridge the gap between personal computers and business computer systems, on the
one hand, and mobile devices, on the other hand. This is expected to enable
tasks that are familiar in the personal computers or corporate systems
environment to be extended to mobile devices. These tasks may include group
messaging, mobile chat, mobile marketing, calendaring, collaborative work
processes, business process communications and desktop to mobile integration.

ZIM believes that there are multiple revenue stream opportunities to be made
from SMS. Direct payments are expected to include both consumer to operator, as
well as consumer to product and service provider. Indirect payments are expected
to come from subsidies between various parties, advertising revenues,
commissions, airtime-related commissions, and various revenue share agreements
between service providers.

ZIM expects to utilize a number of direct and indirect channels to deliver these
services to end-users. It is expected that ZIM's direct customers will include
consumers and small businesses through ZIM's retail portals, wireless network
operators, traditional Internet portals, and systems integrators serving
business customers.

The principal components of ZIM's business strategy are as follows:

o    Market penetration for both consumer and business application portals for
     SMS based services.

o    Provide short-messaging solutions for high profile corporate clients to
     build corporate awareness of mobile data solutions.

o    Develop working relationships with information technology consultants,
     handset manufacturers, systems integrators and mobile network operators to
     handle implementation and provide quality of service for data connectivity.

o    Leverage existing relationships with current clients to extend mobile
     capability to existing applications.


ZIM'S SMS PRODUCTS


ZIM SMS OFFICE


Standard Edition released in 2003; Enterprise Edition slated for third quarter
release

ZIM SMS Office links two-way SMS text messaging and e-mail with the coordination
of Microsoft(R) ("Microsoft") Outlook and Microsoft Excel to create a mobile
office software tool. It is designed to extend and enhance a Microsoft Office
suite by providing Outlook functionality to SMS-enabled cellular phones through
one-way and two-way SMS text messaging capabilities. Users stay connected to the
Microsoft Outlook office environment by using a cell phone to receive, reply,
forward and send e-mail messages, request "more" or "all" of e-mail messages,
and receive daily calendar items and reminders. Users can send SMS text messages
to their contacts from the desktop and receive the responses as e-mail. Filters
and preferences can also be set to enhance productivity. The Enterprise edition
of the product, which is a networked mobile solution for a Microsoft Exchange
Server environment includes a variety of additional capabilities such as contact
look up and corporate calendar meeting invitations on the phone.

<PAGE>

ZIM SMS MAIL

Released in 2003

ZIM SMS Mail is a two-way mobile e-mail extension software tool designed to
leverage SMS text messaging to keep cellular phone users connected to their
e-mail while on the go. ZIM SMS Mail is desktop software that links almost any
e-mail account to SMS-enabled cellular phones. When mail that meets the personal
filter criteria of the user arrives in the e-mail Inbox, it is automatically
pushed to the user's cellular phone using one-way and two-way SMS text messaging
through the SMS channel.


ZIM 2-WAY SMS PAGING

Available since 2003

ZIM 2-Way SMS Paging is a pager replacement system that uses SMS on a cellular
phone to create a 2-way communication network. Using a web-based administrative
interface and standard cellular phones, customers can easily and quickly
implement a modern and cost-effective 2-way communication system for employees
currently using pagers as part of the enterprise communication process. To
ensure maximum reach and effectiveness, the product goes beyond SMS and
incorporates e-mail message sending options.

The product includes many features to ensure real and measurable results
including: web-based message posting through and administrative control panel,
easy to use contacts and group controls and escalation hierarchy, real-time
message delivery status reporting and record logs for audit trail and results
analysis.


ZIM SMS CHAT

To be released in late 2003

ZIM SMS Chat is the next generation of `Instant Messaging' that expands on the
real time, two-way chat experience and allows users to send instant SMS text
messages from the computer directly to mobile users. Users can engage in live
two-way chats with friends and family even when they are on the go.

Featuring two-way, real-time functionality through SMS, computer users can
create a dialogue with mobile users and expand communication possibilities. ZIM
SMS Chat is a real-time, two-way SMS messaging application that can be installed
and working on a computer within minutes.

                                  RISK FACTORS

         An investment in our Common Stock involves risks. You should carefully
consider the risks described below and other information in this Prospectus
before you decide whether to buy our Common Stock.

ZIM'S LINE OF MOBILE DATA SOFTWARE MAY NOT GAIN MARKET ACCEPTANCE -- ZIM MAY
THEREFORE NEVER BE PROFITABLE

A failure by ZIM to generate future revenues from its applications, including
ZIM SMS Office, ZIM Chat, ZIM SMS Mail, and ZIM SMS Portal Service would
adversely affect ZIM's financial condition. ZIM believes that its future is
dependent to a large extent on its ability to achieve and sustain market
acceptance for this proposed line of software products for the mobile data
industry. ZIM has expended substantial time and resources since the fall of 2000
to develop this line of software products for the mobile data industry, and, as
such desires to recoup its investment. In addition, ZIM does not view its
existing Zim IDE business as sufficient, in and of itself, to maintain and
sustain its operations going forward. The market acceptance for these products
is unproven. To date, ZIM has generated minimal revenue from these products.


<PAGE>

ZIM MAY EXPERIENCE DIFFICULTIES ACCURATELY FORECASTING ITS OPERATING RESULTS
MAKING ITS BUSINESS OPERATIONS MORE DIFFICULT TO SUSTAIN

Due to ZIM's limited operating history in the short messaging software ("SMS")
market and the uncertainty regarding the market acceptance for its new line of
SMS products, ZIM may not be able to accurately forecast its future operating
results. If net sales from ZIM's new line of SMS products fall materially short
of estimated expenses, ZIM's business operations will become more difficult to
sustain since the Company would have to reduce its spending and/or raise
additional capital over and above any current capital raising plans. It may not
be possible for ZIM to accomplish either task in a timely manner, or at all, in
which event ZIM would have to curtail or suspend certain or all of its business
operations. Any action to such effect is likely to have a material adverse
effect on ZIM's business relationships, financial results, financial condition
and prospects.

THE LOSS OF THE SERVICES OF ZIM'S DR. MICHAEL COWPLAND COULD NEGATIVELY AFFECT
ZIM'S BUSINESS

The loss of the services of Dr. Michael Cowpland could affect the Company's
performance in a material and adverse way. ZIM currently depends heavily on the
services of Dr. Cowpland as well as his ability to, and past practice of,
funding the Company's cash requirements from time to time. For example, Dr.
Cowpland, or a holding company owned by the spouse of Dr. Cowpland, has provided
loans of $4.0 million CDN to ZIM.

Should Dr. Cowpland be found guilty or liable of violating United States or
Canadian securities laws, he may be barred from serving as an officer or
director of ZIM Technologies and/or ZIM Corporation.

Dr. Cowpland has been named as a defendant in several lawsuits in the United
States relating to his actions as President and Chief Executive Officer of Corel
Corporation. The complaints in these lawsuits generally allege that the
defendants, including Dr. Cowpland, violated various provisions of the United
States securities laws, including Section 10(b) and Section 20(f) of the
Securities Exchange Act of 1934, and Rule 10b-5 under the Securities Exchange
Act of 1934. Corel Corporation announced on June 16, 2003 that it reached an
agreement-in-principle to settle the claims against both Dr. Cowpland and Corel
Corporation. The agreement-in-principle is subject to a number of conditions,
including judicial approval.

Additionally, the Ontario Securities Commission filed charges against Dr.
Cowpland and others in October 1999, charging Dr. Cowpland and such persons with
three counts of violating Ontario securities laws based on their sale of Corel
Corporation shares allegedly with knowledge of material facts that had not been
disclosed.

ZIM MAY NOT BE ABLE TO ADEQUATELY PROTECT ITS INTELLECTUAL PROPERTY RIGHTS OR
MAY BE ACCUSED OF INFRINGING INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES

If the Company is not successful in adequately protecting its technology through
patent, trademark, copyright and other protections, ZIM's competitors could
develop competing products based on the Company's intellectual property and
thereby damage ZIM's business and results of operations.

ZIM MAY NOT BE ABLE TO ADAPT QUICKLY ENOUGH TO TECHNOLOGICAL CHANGE AND CHANGING
CUSTOMER REQUIREMENTS, THEREBY LOSING SALES

If ZIM is unable to adapt to the rapid changes in technology and customer needs
that are inherent to the enterprise software industry, ZIM may lose sales and
fail to grow. In order to meet these rapid changes, ZIM will have to effectively
integrate new wireless and data technologies, continue to develop their
technologies and technical expertise and respond to changing customer needs.

THERE IS SUBSTANTIAL DOUBT AS TO ZIM'S ABILITY TO CONTINUE AS A GOING CONCERN

ZIM's ability to continue as a going concern is subject to substantial doubt
given its current financial condition and requirements for additional funding.
If the Company was unable to continue as a going concern, investors in ZIM
Corporation shares would likely lose their entire investment in ZIM Corporation.
ZIM has indicated in its financial statements that there is substantial doubt
about the Company's ability to continue as a going concern. In addition the
auditors' report included an explanatory paragraph which indicates that there is
substantial doubt about the Company's ability to continue as a going concern.
There can be no assurance that ZIM will be successful in raising additional
funding.

<PAGE>

IF ZIM IS UNABLE TO OBTAIN ADDITIONAL FUNDS IN A TIMELY MANNER OR ON ACCEPTABLE
TERMS, ZIM MAY HAVE TO CURTAIL OR SUSPEND CERTAIN OF ITS BUSINESS OPERATIONS,
WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS BUSINESS RELATIONSHIPS,
FINANCIAL RESULTS, FINANCIAL CONDITION AND PROSPECTS

If ZIM is unable to obtain at least CDN$1,200,000 of additional funds during the
next twelve months for payroll, office rent and other operating expenses, it may
have to curtail or suspend certain of its business operations which could have a
material adverse effect on its business relationships, financial results,
financial condition and prospects. There can be no assurance given that any
additional funds will be available at all or in amounts or on terms acceptable
to the Company. In addition, any equity financing could result in dilution to
shareholders. ZIM's capital requirements will depend on many factors, including
its ability to market its products, contain or reduce its operating expenses and
whether any or all of its CDN$4.0 million of current indebtedness, payable on
demand, becomes due and payable. Although the debt is largely held by Dr.
Michael Cowpland and other related parties, there can be no assurance given that
he, or such other parties, will not demand the immediate payment of such debt.
ZIM is not currently in a position to repay this debt if it were to be called.
Although Dr. Michael Cowpland, ZIM's principal shareholder, and others have also
from time to time provided financing to ZIM Technologies to meet its cash
requirements, no assurance can be given that they will continue to do so in the
future.

THE RECENT POLITICAL UNCERTAINTIES IN BRAZIL COULD HAVE A CONTINUING MATERIAL
ADVERSE EFFECT ON ZIM'S FINANCIAL RESULTS, FINANCIAL CONDITION AND PROSPECTS

Recent political uncertainties in Brazil due to the presidential election in
October 2002 have adversely affected the Company's financial condition, and may
continue to do so. As projected by the Brazilian press, the worker's party
candidate won the presidential election. The likelihood of this change from the
eight year governing coalition created significant instability and uncertainty
in the Brazilian economy in the months leading up to the election. The election
of the worker's party candidate could now continue to weigh heavily on the
Brazilian market and negatively affect its trade with other countries. This is
because the Brazilian worker's party historically has rejected free-market
policies and instead favored trade barriers. It is also because the worker's
party historically has proposed repudiating Brazil's large foreign debt. These
policies could continue to cause unease in Brazil's financial and industrial
markets.

Although ZIM's management expects that Brazil's economy will stabilize now that
the presidential election has been decided, no assurance can be given that this
will occur. ZIM Technologies do Brasil Ltda. accounted for approximately 62% of
the consolidated revenues for the three months ended August 31, 2003.

ZIM EXPECTS TO INCUR OPERATING LOSSES FOR A MINIMUM OF THE NEXT TWELVE MONTHS,
SUCH LOSSES WILL DIRECTLY EFFECT ZIM'S REQUIREMENT FOR ADDITIONAL FUNDS AND
ABILITY TO CONTINUE AS A GOING CONCERN

ZIM's anticipated requirements for additional funds is based, in large part,
upon its expectation that it will incur operating losses for the next twelve
months. The extent to which these anticipated losses are actually incurred will
directly effect ZIM's need for additional capital and ability to continue as a
going concern. If the shortfall between the revenues generated by ZIM
Technologies and its operating expenses for the next twelve months is greater
than the operating losses which are already expected, ZIM's need to secure
additional funds is likely to increase accordingly and further adversely effect
its ability to continue as a going concern. Moreover, no assurance can be given
that actual operating losses will not exceed management's current expectations.
These anticipated operating losses are due in part to anticipated costs in the
marketing of ZIM's new line of mobile data software and related research and
development expenditures.


<PAGE>

                              SELLING SHAREHOLDERS

         The shares of Common Stock to which this Prospectus relates are being
registered for re-offers and re-sales by the selling shareholders who have
acquired or may acquire such shares pursuant to the exercise of options. The
selling shareholders named below may resell all, a portion, or none of such
shares from time to time.

         The table below sets forth with respect to each selling shareholder,
based upon information available to the Company as of November 21, 2003 the
number of shares of Common Stock beneficially owned before and after the sale of
the shares offered hereby; the number of shares to be sold; and the percent of
the outstanding shares of Common Stock owned before and after the sale of the
Common Stock offered hereby.
<TABLE>

<S>                                  <C>                        <C>                            <C>               <C>
------------------------------------ -------------------------- ------------------------------ ------------------------------------
                                     Shares of Common Stock                                    Shares of Common Stock Beneficiary
                                     Owned Prior to Offering    Shares of Common Stock Being   Owned After Offering
Name of Selling Shareholders         (1)                        Offered                        Number (2)        Percent (3)
------------------------------------ -------------------------- ------------------------------ ------------------------------------
Michael Cowpland (Chairman,          26,097,273                 3,653,616                      22,443,657        56%
President and CEO)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Tony Davidson (Chief Technology      420,000                    420,000                        0                  0%
Officer)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
William Parisi                       282,500                    282,500                        0                  0%
(VP-Business Development)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Denise Batson (VP-Sales)             5,525,000                  270,000                        5,255,000         13%

------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Jennifer North, (Chief Financial     282,500                    282,500                        0                  0%
 Officer)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Rogerio de Favero (VP-Business       695,000                    695,000                        0                  0%
Development and Brazil Operations)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
James Stechyson                      620,000                    120,000                        500,000           (4)
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Charles Saikaley                     220,000                    120,000                        100,000           (4)
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Steven Houck                         220,000                     20,000                        200,000           (4)
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Donald Gibbs                         220,000                    220,000                        0                  0%
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------


</TABLE>

(1)  Under United States Securities and Exchange Commission rules, beneficial
     ownership includes any shares as to which an individual has sole or shared
     voting power or investment power. Unless otherwise indicated, we believe
     that all persons named in the table above have sole voting and investment
     power with respect to all shares beneficially owned by them. A person is
     deemed to be the beneficial owner of securities that can be acquired by
     such person within 60 days from the date hereof upon the exercise of
     warrants or options.

(2)  Assumes the sale of all shares offered hereby.

(3)  Based on a total of 40,237,209 common shares issued and outstanding as of
     November 21, 2003.

(4)  Less than 1%.

<PAGE>


                                 USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares. However, we
may receive proceeds of up to $4,627,336 if the selling shareholders exercise
their options. We intend to use these proceeds, if any, for working capital and
other general corporate purposes.



                              PLAN OF DISTRIBUTION

         We are registering securities on behalf of the selling shareholders.
All cost, expenses and fees in connection with the registration of such
securities will be paid by us. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of securities will be paid by the
selling shareholders.

         The selling shareholders may sell up to 22,200,000 shares of Common
Stock from time to time. Each selling shareholder may sell his or her shares (i)
in market transactions on the over-the counter bulletin board, to a
broker-dealer, including a market maker, who purchases the shares for its own
account; (ii) in privately negotiated transactions; or (iii) by gift. Each
selling shareholder may also pledge his shares from time to time, and the lender
may sell the shares upon foreclosure.

         The decision to sell any securities is within the sole discretion of
the selling shareholder. Each is free to offer and sell his or her shares at
time, in a manner and at prices as he determines.

         Each selling shareholder may sell the shares at a negotiated price or
at the market price or both. They may sell their shares directly to a purchaser
or they may use a broker. If a broker is used, the selling shareholder may pay a
brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser of the shares may also pay a
brokerage free or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
selling shareholder for the sale of any of their shares.

         Each selling shareholder and broker-dealer, if any, acting in
connection with sales by the selling shareholder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act, and any
commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.



                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Borden Ladner Gervais LLP, World Exchange Plaza,
100 Queen Street, Suite 1100, Ottawa, ON K1P 1J9.



                                     EXPERTS

         The audited financial statements of ZIM Technologies International Inc.
as at May 31, 2003 incorporated by reference in this Prospectus and elsewhere in
the registration statement have been audited by Raymond Chabot Grant Thornton,
General Partnership. The audited financial statements of ZIM Technologies
International Inc. as at May 31, 2002 and 2001 incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by ZIM
Technologies International Inc.'s former independent public accountants, KPMG
LLP. As indicated in their reports with respect thereto, and are incorporated by
reference herein by reliance upon the authority of said firm as experts in
giving said reports.



                              AVAILABLE INFORMATION

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information with the United States Securities and Exchange
Commission ("SEC"). You may read any copy of the Company's reports and other
information which the Company may file with the SEC at the SEC's public
reference room in Washington, D.C. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.

<PAGE>

         The SEC also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants such as the
Company that file electronically with the SEC. The address of this web site is
http://www.sec.gov.

         A registration statement on Form S-8 with respect to the shares covered
by this Prospectus has been filed with the SEC. This Prospectus constitutes the
prospectus of the Company that is filed as part of such registration statement
with respect to the sale of the shares by the selling shareholders. As permitted
by the rules and regulations of the SEC, this Prospectus omits certain
information contained in the registration statement and reference is hereby made
to the registration statement for further information with respect to the
Company and the Common Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

         The Company hereby incorporates by reference the documents listed
below:

(a)           The Company's Annual Audited Financial Statements for the fiscal
              year ended May 31, 2003 as filed on Form 8-K on August 13, 2003.
(b)           The Company's Annual Report on Form 10-KSB for the fiscal year
              ended July 31, 2002.
(c)           The Company's quarterly reports on Form 10-QSB for the fiscal
              quarters ended October 31, 2002, January 31, 2003, April 30, 2003
              and August 31, 2003.
(d)           The description of Registrant's Common Stock contained in the
              Registration Statement on Form SB-2 (Registration No. 333-106412)
              filed with the Commission on June 24, 2003, including amendments
              thereto.

         All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
previously filed document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement herein modifies or supersedes such statement. Furthermore, any
statement contained herein shall be deemed to be modified or superseded to the
extent that a statement in any document subsequently filed which is 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 Prospectus.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to such information, unless such
exhibits are specifically incorporated by reference into the information which
this Prospectus incorporates). Requests for such information should be directed
to the Company at 20 Colonnade Road, Suite 200, Ottawa, Ontario Canada, K2E 7M6.


      COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         The Registrant's By-Laws limit, to the maximum extent permitted by
Canadian law, the personal liability of directors and officers of monetary
damages for breach of their fiduciary duties as directors or officers. The
By-Laws provide further that the Registrant shall indemnify to the fullest
extent permitted by Canadian law any person made a party to an action or
proceeding by reason of the fact that such person was a director, officer,
employee or agent of the Registrant. The By-Laws also provide that the directors
and officers who are entitled to indemnification shall be paid their expenses
incurred in connection with any action, suit or proceeding in which such
director or officer is made a party by virtue of his or her being an officer or
director of the Registrant to the maximum extent permitted by Canadian law.

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




<PAGE>



                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the United States
Securities and Exchange Commission are incorporated by reference in this
registration statement.

(a) Registrant's Annual Audited Financial Statements for the fiscal year ended
May 31, 2003 as filed on Form 8-K on August 13, 2003.

(b) Registrant's Annual Report on Form 10-KSB for the fiscal year ended July 31,
2002.

(c) Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarters ended
October 31, 2002, January 31, 2003, April 30, 2003 and August 31, 2003.

(d) The description of Registrant's Common Stock contained in the Registration
Statement on Form SB-2 (Registration No. 333-106412) filed with the Commission
on June 24, 2003, including amendments thereto.

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

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's By-Laws limit, to the maximum extent permitted by
Canadian law, the personal liability of directors and officer s of monetary
damages for breach of their fiduciary duties as directors or officers. The
By-Laws provide further that the Registrant shall indemnify to the fullest
extent permitted by Canadian law any person made a party to an action or
proceeding by reason of the fact that such person was a director, officer,
employee or agent of the Registrant. The By-Laws also provide that the directors
and officers who are entitled to indemnification shall be paid their expenses
incurred in connection with any action, suit or proceeding in which such
director or officer is made a party by virtue of his or her being an officer or
director of the Registrant to the maximum extent permitted by Canadian law.

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

<PAGE>

Item 8.   EXHIBITS

          Exhibit
          Number                    Description of Document
          ----------        --------------------------------------

              4.1           Employee Stock Option Plan*

              5.1           Opinion of Borden Ladner Gervais LLP*


              23.1          Consent of Raymond Chabot Grant Thornton, General
                            Partnership*

              23.2          Consent of KPMG LLP*

              23.3          Consent of Borden Ladner Gervais LLP (included in
                            Exhibit 5.1 hereto).
_____________________________

*        Filed with this Registration Statement

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 this 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 any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (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, 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>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Ottawa, Ontario, on the 25th day of November, 2003.

                                                     ZIM CORPORATION

                                                     /s/ Michael Cowpland
                                                     MICHAEL COWPLAND
                                                     President and CEO

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.

     Signature                                       Date

/s/ Michael Cowpland                                 November 25, 2003
---------------------
Name: MICHAEL COWPLAND
Title: President and CEO
(Principal Executive Officer)

/s/ Jennifer North                                   November 25, 2003
------------------
Name: JENNIFER NORTH
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ James Stechyson                                  November 25, 2003
-------------------
Name: JAMES STECHYSON
Title: Director

/s/ Charles Saikaley                                 November 25, 2003
--------------------
Name: CHARLES SAIKALEY
Title: Director

/s/ Steven Houck                                     November 25, 2003
----------------
Name: STEVEN HOUCK
Title: Director

/s/ Donald Gibbs                                     November 25, 2003
----------------
Name: DONALD GIBBS
Title: Director



<PAGE>



                                INDEX TO EXHIBITS


            Exhibit
            Number          Description of Document
         ----------         ------------------------------------------------

              4.1           Employee Stock Option Plan*

              5.1           Opinion of Borden Ladner Gervais LLP*

             23.1           Consent of Raymond Chabot Grant Thornton, General
                            Partnership*

             23.2           Consent of KPMG LLP*

             23.3           Consent of Borden Ladner Gervais LLP(included in
                            Exhibit 5.1 hereto).

_____________________________

* Filed with this Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "s11-4083_s8.txt", "description": "S-8", "secsgml_size_bytes": 51282}]
{"company-data": {"conformed-name": "ZIM CORP", "cik": "0001124160", "assigned-sic": "7371", "irs-number": "651036706", "state-of-incorporation": "A6", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110878", "film-number": "031033614"}, "business-address": {"street1": "20 COLONNADE ROAD", "street2": "SUITE 200", "city": "NEPEAN", "state": "A6", "zip": "K2E 7M6", "phone": "6137271397"}, "mail-address": {"street1": "20 COLONNADE ROAD", "street2": "SUITE 200", "city": "NEPEAN", "state": "A6", "zip": "K2E 7M6"}, "former-company": {"former-conformed-name": "PRIVATE CAPITAL INVESTORS INC", "date-changed": "20000920"}}
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON
                                DECEMBER 3, 2003

                                     REGISTRATION STATEMENT NO. 333-__________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ZIM CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     CANADA
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                 NOT APPLICABLE
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                              200-20 COLONNADE ROAD
                               OTTAWA, ON K2E 7M6

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                           EMPLOYEE STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

                                MICHAEL COWPLAND
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 ZIM CORPORATION
                              200-20 COLONNADE ROAD
                               OTTAWA, ON K2E 7M6
                                 (613) 727-1397

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:

                                HANK GRACIN, ESQ.
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
                                 (516) 222-0888
CALCULATION OF REGISTRATION FEE
==================================== ================ =================== ======================== =================
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM          AMOUNT OF
 TITLE OF EACH CLASS OF SECURITIES     AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING       REGISTRATION
         TO BE REGISTERED               REGISTERED         PER SHARE              PRICE                 FEE(2)
------------------------------------ ---------------- ------------------- ------------------------ -----------------
Common Stock, no par value, under
the Employee Stock Option Plan         22,200,000(1)       $ .40 (2)           $ 8,880,000           $ 816.96(3)
------------------------------------ ---------------- ------------------- ------------------------ -----------------
(1)      Represents shares issuable upon exercise of options granted or
         available for grant pursuant to the Employee Stock Option Plan (the
         "Plan") of ZIM Corporation, a corporation governed by the Canada
         Business Corporations Act (the "Registrant", "ZIM" or the "Company").
         Each option entitles the holder thereof to purchase one share of the
         common stock, no par value (the "Common Stock"), of the Registrant.
         Pursuant to Rule 416, the amount registered includes an indeterminable
         number of shares of Common Stock which may become issuable pursuant to
         the anti-dilution provisions of the Plan.

(2)      Calculated solely for the purpose of determining the registration fee
         pursuant to Section 6(b) of the Securities Act of 1933, as amended (the
         "Securities Act"), and Rule 457 (h) (1) promulgated thereunder, based
         on the average of the high and low prices of the Common Stock as
         reported on the over-the-counter bulletin board on November 21, 2003.

(3)      The amount of registration fee is $ 92.00 per one million in accordance
         with Section 6(b) of the Securities Act.

                                      NOTE

         This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of the Registrant in
connection with the resale of shares of Common Stock received by such persons
pursuant to the exercise of options granted under the Registrant's Employee
Stock Option Plan ("ESOP"), which shares are subject to this Registration
Statement.
PROSPECTUS

                                 ZIM CORPORATION

                                22,200,000 SHARES

         This Prospectus covers the offering and sale of up to 22,200,000 shares
of Common Stock by certain selling shareholders. These selling shareholders
include directors and officers of the Company who may be considered affiliates
of the Company under the securities laws. The shares have been acquired, or may
be acquired, upon the exercise of options.

         The selling shareholders may sell their Common Stock from time to time
in the over-the-counter market at the prevailing market price or in privately
negotiated transactions. We will receive no proceeds from the sale of the shares
by the selling shareholder. However, if the selling shareholders do exercise
their options, we will receive up to $4,627,336 from such exercises.

         Our Common Stock is quoted on the over-the-counter bulletin board under
the symbol "ZIMCF". On November 21, 2003 the average of the high and low prices
of the Common Stock was $.40 per share.

         This investment involves a high degree of risk. You should invest in
the Common Stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page three of this Prospectus.

         Please read this Prospectus carefully. It describes our Company,
finances, products and services. Federal and state securities laws require that
we include in this Prospectus all the important information that you will need
to make an investment decision. You should not assume that the information in
this Prospectus is accurate as of any date other than the date on the front page
of this Prospectus. In this Prospectus, all references to "$" are to U.S.
dollars and all references to "CDN$" are to Canadian dollars.

         Neither the United States Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense. This Prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

                The date of this Prospectus is December 3, 2003
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

                                   THE COMPANY

ZIM CORPORATION

ZIM Corporation is a holding company with one operating subsidiary, ZIM
Technologies International, Inc. ("ZIM Technologies"), a corporation governed by
the laws of Canada. ZIM Corporation was formed for the purpose of acquiring ZIM
Technologies, and as such, acquired ZIM Technologies as of June 1, 2003. ZIM
Corporation is also the sole shareholder of PCI Merge, a Florida based holding
company.

On June 1, 2003, ZIM became a domestic filer with the United States Securities
and Exchange Commission. As a result, all comparative figures have been restated
to reflect generally accepted accounting principles in the United States. In
addition, ZIM changed it's reporting currency to the US dollar. Assets and
liabilities of the current and prior period have been translated into US dollars
at period end exchange rates. Revenues and expenses have been translated at the
weighted average exchange rates for the relevant period. Gains and losses
arising from the translation of the financial statements have been included in a
separate component of shareholders' equity (deficiency).

OVERVIEW

ZIM is a developer and provider of the ZIM Integrated Development Environment,
or the ZIM IDE software. ZIM IDE software is currently used by companies in the
design, development, and management of information databases and mission
critical applications. The technology for ZIM IDE software was developed at Bell
Northern Research in Ottawa, Ontario in the 1980s and acquired by ZIM
Technologies in 1996. ZIM has now licensed the ZIM IDE software products to
thousands of customers through direct sales, and an established network of VARs
and distributors.

The ZIM IDE software provides an integrated development environment for
Microsoft Windows and UNIX computer operating systems. An integrated development
environment is a set of programs run from a single user interface for use in the
creation and management of corporate databases.

The ZIM IDE software was designed to handle complex data management in a more
efficient manner than the database technologies historically provided. The
distinctive characteristic of the ZIM IDE software is the fact that its object
dictionary contains more than just a table of data. Instead, all relationships
and data information are concurrently stored in the object dictionary, making it
easier to manage and retrieve information. Furthermore, ZIM IDE software uses
data sets rather than record-by-record access to manage information. This
technique further simplifies the management of data.

The ZIM IDE software has been used to develop database applications that have
been deployed in a wide range of industries, including finance, marketing, human
resources, information and records management. Applications built with the ZIM
IDE also fully access most other major databases such as Oracle and SQL Server.

Beginning in 2001, the Corporation expanded its business strategy to include the
design and development of a line of mobile data software products. ZIM designs
these mobile data software products to take advantage of the existing wireless
data network infrastructure known as SMS or text messaging. SMS enables users to
communicate person to person and application to person through cellular handsets
and other SMS-enabled devices. SMS has already experienced a significant uptake
throughout Europe and Asia and the market is now expanding in North America.

ZIM has developed both consumer and business oriented lines of mobile data
software products to deliver simple to use SMS based communication services for
end users. These communication services include features to increase the
usefulness of SMS, such as the ability to send text messages from web sites
directly to mobile phones, and the capability to connect office tools to mobile
phones, including e-mail messages, meeting requests, and follow-up reminders. It
is ZIM's goal to become a leading North American provider of SMS based products
to individual consumers and businesses. ZIM intends to accomplish this goal by
utilizing its expertise in database management and software engineering, and its
knowledge of North American SMS networks.

Beginning in November of 2001, most major wireless carriers in North America,
including AT&T, Verizon, Voicestream, Cingular, Bell Canada and Rogers AT&T,
have adopted SMS interoperability, thereby enabling their subscribers to both
send and receive SMS messages through their competitors' systems. ZIM
Technologies expects that this interoperability will accelerate consumers'
adoption of this service in North America.
ZIM believes that a number of other significant recent factors will accelerate
the growth of SMS in North America. These factors include:

o        SMS roaming agreements entered into by the carriers,
o        Development of SMS based consumer applications,
o        Economies relative to voice calls,
o        Simplicity of use,
o        High penetration of handsets with SMS functionality,
o        Growth in handsets with smart-text functionality,
o        Growth in percentage of subscribers able to use SMS, and
o        Appealing to network operators via high gross margins.

ZIM'S STRATEGY IN THE SMS BUSINESS

It is ZIM's goal to become a leading North American provider of SMS based
services to individuals and businesses. ZIM intends to accomplish this goal by
utilizing its expertise in database management and software engineering, and its
knowledge of North American SMS networks.

ZIM believes that peer-to-peer messaging will initially drive adoption and
familiarization with SMS in North America. Peer-to-peer messaging is text
messaging between two end users phones. Thereafter, ZIM expects North American
SMS users will utilize SMS for a variety of business and personal communication
services. ZIM expects that these value-added communication services will help
bridge the gap between personal computers and business computer systems, on the
one hand, and mobile devices, on the other hand. This is expected to enable
tasks that are familiar in the personal computers or corporate systems
environment to be extended to mobile devices. These tasks may include group
messaging, mobile chat, mobile marketing, calendaring, collaborative work
processes, business process communications and desktop to mobile integration.

ZIM believes that there are multiple revenue stream opportunities to be made
from SMS. Direct payments are expected to include both consumer to operator, as
well as consumer to product and service provider. Indirect payments are expected
to come from subsidies between various parties, advertising revenues,
commissions, airtime-related commissions, and various revenue share agreements
between service providers.

ZIM expects to utilize a number of direct and indirect channels to deliver these
services to end-users. It is expected that ZIM's direct customers will include
consumers and small businesses through ZIM's retail portals, wireless network
operators, traditional Internet portals, and systems integrators serving
business customers.

The principal components of ZIM's business strategy are as follows:

o    Market penetration for both consumer and business application portals for
     SMS based services.

o    Provide short-messaging solutions for high profile corporate clients to
     build corporate awareness of mobile data solutions.

o    Develop working relationships with information technology consultants,
     handset manufacturers, systems integrators and mobile network operators to
     handle implementation and provide quality of service for data connectivity.

o    Leverage existing relationships with current clients to extend mobile
     capability to existing applications.

ZIM'S SMS PRODUCTS

ZIM SMS OFFICE

Standard Edition released in 2003; Enterprise Edition slated for third quarter
release

ZIM SMS Office links two-way SMS text messaging and e-mail with the coordination
of Microsoft(R) ("Microsoft") Outlook and Microsoft Excel to create a mobile
office software tool. It is designed to extend and enhance a Microsoft Office
suite by providing Outlook functionality to SMS-enabled cellular phones through
one-way and two-way SMS text messaging capabilities. Users stay connected to the
Microsoft Outlook office environment by using a cell phone to receive, reply,
forward and send e-mail messages, request "more" or "all" of e-mail messages,
and receive daily calendar items and reminders. Users can send SMS text messages
to their contacts from the desktop and receive the responses as e-mail. Filters
and preferences can also be set to enhance productivity. The Enterprise edition
of the product, which is a networked mobile solution for a Microsoft Exchange
Server environment includes a variety of additional capabilities such as contact
look up and corporate calendar meeting invitations on the phone.
ZIM SMS MAIL

Released in 2003

ZIM SMS Mail is a two-way mobile e-mail extension software tool designed to
leverage SMS text messaging to keep cellular phone users connected to their
e-mail while on the go. ZIM SMS Mail is desktop software that links almost any
e-mail account to SMS-enabled cellular phones. When mail that meets the personal
filter criteria of the user arrives in the e-mail Inbox, it is automatically
pushed to the user's cellular phone using one-way and two-way SMS text messaging
through the SMS channel.

ZIM 2-WAY SMS PAGING

Available since 2003

ZIM 2-Way SMS Paging is a pager replacement system that uses SMS on a cellular
phone to create a 2-way communication network. Using a web-based administrative
interface and standard cellular phones, customers can easily and quickly
implement a modern and cost-effective 2-way communication system for employees
currently using pagers as part of the enterprise communication process. To
ensure maximum reach and effectiveness, the product goes beyond SMS and
incorporates e-mail message sending options.

The product includes many features to ensure real and measurable results
including: web-based message posting through and administrative control panel,
easy to use contacts and group controls and escalation hierarchy, real-time
message delivery status reporting and record logs for audit trail and results
analysis.

ZIM SMS CHAT

To be released in late 2003

ZIM SMS Chat is the next generation of `Instant Messaging' that expands on the
real time, two-way chat experience and allows users to send instant SMS text
messages from the computer directly to mobile users. Users can engage in live
two-way chats with friends and family even when they are on the go.

Featuring two-way, real-time functionality through SMS, computer users can
create a dialogue with mobile users and expand communication possibilities. ZIM
SMS Chat is a real-time, two-way SMS messaging application that can be installed
and working on a computer within minutes.

                                  RISK FACTORS

         An investment in our Common Stock involves risks. You should carefully
consider the risks described below and other information in this Prospectus
before you decide whether to buy our Common Stock.

ZIM'S LINE OF MOBILE DATA SOFTWARE MAY NOT GAIN MARKET ACCEPTANCE -- ZIM MAY
THEREFORE NEVER BE PROFITABLE

A failure by ZIM to generate future revenues from its applications, including
ZIM SMS Office, ZIM Chat, ZIM SMS Mail, and ZIM SMS Portal Service would
adversely affect ZIM's financial condition. ZIM believes that its future is
dependent to a large extent on its ability to achieve and sustain market
acceptance for this proposed line of software products for the mobile data
industry. ZIM has expended substantial time and resources since the fall of 2000
to develop this line of software products for the mobile data industry, and, as
such desires to recoup its investment. In addition, ZIM does not view its
existing Zim IDE business as sufficient, in and of itself, to maintain and
sustain its operations going forward. The market acceptance for these products
is unproven. To date, ZIM has generated minimal revenue from these products.
ZIM MAY EXPERIENCE DIFFICULTIES ACCURATELY FORECASTING ITS OPERATING RESULTS
MAKING ITS BUSINESS OPERATIONS MORE DIFFICULT TO SUSTAIN

Due to ZIM's limited operating history in the short messaging software ("SMS")
market and the uncertainty regarding the market acceptance for its new line of
SMS products, ZIM may not be able to accurately forecast its future operating
results. If net sales from ZIM's new line of SMS products fall materially short
of estimated expenses, ZIM's business operations will become more difficult to
sustain since the Company would have to reduce its spending and/or raise
additional capital over and above any current capital raising plans. It may not
be possible for ZIM to accomplish either task in a timely manner, or at all, in
which event ZIM would have to curtail or suspend certain or all of its business
operations. Any action to such effect is likely to have a material adverse
effect on ZIM's business relationships, financial results, financial condition
and prospects.

THE LOSS OF THE SERVICES OF ZIM'S DR. MICHAEL COWPLAND COULD NEGATIVELY AFFECT
ZIM'S BUSINESS

The loss of the services of Dr. Michael Cowpland could affect the Company's
performance in a material and adverse way. ZIM currently depends heavily on the
services of Dr. Cowpland as well as his ability to, and past practice of,
funding the Company's cash requirements from time to time. For example, Dr.
Cowpland, or a holding company owned by the spouse of Dr. Cowpland, has provided
loans of $4.0 million CDN to ZIM.

Should Dr. Cowpland be found guilty or liable of violating United States or
Canadian securities laws, he may be barred from serving as an officer or
director of ZIM Technologies and/or ZIM Corporation.

Dr. Cowpland has been named as a defendant in several lawsuits in the United
States relating to his actions as President and Chief Executive Officer of Corel
Corporation. The complaints in these lawsuits generally allege that the
defendants, including Dr. Cowpland, violated various provisions of the United
States securities laws, including Section 10(b) and Section 20(f) of the
Securities Exchange Act of 1934, and Rule 10b-5 under the Securities Exchange
Act of 1934. Corel Corporation announced on June 16, 2003 that it reached an
agreement-in-principle to settle the claims against both Dr. Cowpland and Corel
Corporation. The agreement-in-principle is subject to a number of conditions,
including judicial approval.

Additionally, the Ontario Securities Commission filed charges against Dr.
Cowpland and others in October 1999, charging Dr. Cowpland and such persons with
three counts of violating Ontario securities laws based on their sale of Corel
Corporation shares allegedly with knowledge of material facts that had not been
disclosed.

ZIM MAY NOT BE ABLE TO ADEQUATELY PROTECT ITS INTELLECTUAL PROPERTY RIGHTS OR
MAY BE ACCUSED OF INFRINGING INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES

If the Company is not successful in adequately protecting its technology through
patent, trademark, copyright and other protections, ZIM's competitors could
develop competing products based on the Company's intellectual property and
thereby damage ZIM's business and results of operations.

ZIM MAY NOT BE ABLE TO ADAPT QUICKLY ENOUGH TO TECHNOLOGICAL CHANGE AND CHANGING
CUSTOMER REQUIREMENTS, THEREBY LOSING SALES

If ZIM is unable to adapt to the rapid changes in technology and customer needs
that are inherent to the enterprise software industry, ZIM may lose sales and
fail to grow. In order to meet these rapid changes, ZIM will have to effectively
integrate new wireless and data technologies, continue to develop their
technologies and technical expertise and respond to changing customer needs.

THERE IS SUBSTANTIAL DOUBT AS TO ZIM'S ABILITY TO CONTINUE AS A GOING CONCERN

ZIM's ability to continue as a going concern is subject to substantial doubt
given its current financial condition and requirements for additional funding.
If the Company was unable to continue as a going concern, investors in ZIM
Corporation shares would likely lose their entire investment in ZIM Corporation.
ZIM has indicated in its financial statements that there is substantial doubt
about the Company's ability to continue as a going concern. In addition the
auditors' report included an explanatory paragraph which indicates that there is
substantial doubt about the Company's ability to continue as a going concern.
There can be no assurance that ZIM will be successful in raising additional
funding.
IF ZIM IS UNABLE TO OBTAIN ADDITIONAL FUNDS IN A TIMELY MANNER OR ON ACCEPTABLE
TERMS, ZIM MAY HAVE TO CURTAIL OR SUSPEND CERTAIN OF ITS BUSINESS OPERATIONS,
WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS BUSINESS RELATIONSHIPS,
FINANCIAL RESULTS, FINANCIAL CONDITION AND PROSPECTS

If ZIM is unable to obtain at least CDN$1,200,000 of additional funds during the
next twelve months for payroll, office rent and other operating expenses, it may
have to curtail or suspend certain of its business operations which could have a
material adverse effect on its business relationships, financial results,
financial condition and prospects. There can be no assurance given that any
additional funds will be available at all or in amounts or on terms acceptable
to the Company. In addition, any equity financing could result in dilution to
shareholders. ZIM's capital requirements will depend on many factors, including
its ability to market its products, contain or reduce its operating expenses and
whether any or all of its CDN$4.0 million of current indebtedness, payable on
demand, becomes due and payable. Although the debt is largely held by Dr.
Michael Cowpland and other related parties, there can be no assurance given that
he, or such other parties, will not demand the immediate payment of such debt.
ZIM is not currently in a position to repay this debt if it were to be called.
Although Dr. Michael Cowpland, ZIM's principal shareholder, and others have also
from time to time provided financing to ZIM Technologies to meet its cash
requirements, no assurance can be given that they will continue to do so in the
future.

THE RECENT POLITICAL UNCERTAINTIES IN BRAZIL COULD HAVE A CONTINUING MATERIAL
ADVERSE EFFECT ON ZIM'S FINANCIAL RESULTS, FINANCIAL CONDITION AND PROSPECTS

Recent political uncertainties in Brazil due to the presidential election in
October 2002 have adversely affected the Company's financial condition, and may
continue to do so. As projected by the Brazilian press, the worker's party
candidate won the presidential election. The likelihood of this change from the
eight year governing coalition created significant instability and uncertainty
in the Brazilian economy in the months leading up to the election. The election
of the worker's party candidate could now continue to weigh heavily on the
Brazilian market and negatively affect its trade with other countries. This is
because the Brazilian worker's party historically has rejected free-market
policies and instead favored trade barriers. It is also because the worker's
party historically has proposed repudiating Brazil's large foreign debt. These
policies could continue to cause unease in Brazil's financial and industrial
markets.

Although ZIM's management expects that Brazil's economy will stabilize now that
the presidential election has been decided, no assurance can be given that this
will occur. ZIM Technologies do Brasil Ltda. accounted for approximately 62% of
the consolidated revenues for the three months ended August 31, 2003.

ZIM EXPECTS TO INCUR OPERATING LOSSES FOR A MINIMUM OF THE NEXT TWELVE MONTHS,
SUCH LOSSES WILL DIRECTLY EFFECT ZIM'S REQUIREMENT FOR ADDITIONAL FUNDS AND
ABILITY TO CONTINUE AS A GOING CONCERN

ZIM's anticipated requirements for additional funds is based, in large part,
upon its expectation that it will incur operating losses for the next twelve
months. The extent to which these anticipated losses are actually incurred will
directly effect ZIM's need for additional capital and ability to continue as a
going concern. If the shortfall between the revenues generated by ZIM
Technologies and its operating expenses for the next twelve months is greater
than the operating losses which are already expected, ZIM's need to secure
additional funds is likely to increase accordingly and further adversely effect
its ability to continue as a going concern. Moreover, no assurance can be given
that actual operating losses will not exceed management's current expectations.
These anticipated operating losses are due in part to anticipated costs in the
marketing of ZIM's new line of mobile data software and related research and
development expenditures.
SELLING SHAREHOLDERS

         The shares of Common Stock to which this Prospectus relates are being
registered for re-offers and re-sales by the selling shareholders who have
acquired or may acquire such shares pursuant to the exercise of options. The
selling shareholders named below may resell all, a portion, or none of such
shares from time to time.

         The table below sets forth with respect to each selling shareholder,
based upon information available to the Company as of November 21, 2003 the
number of shares of Common Stock beneficially owned before and after the sale of
the shares offered hereby; the number of shares to be sold; and the percent of
the outstanding shares of Common Stock owned before and after the sale of the
Common Stock offered hereby.
------------------------------------ -------------------------- ------------------------------ ------------------------------------
                                     Shares of Common Stock                                    Shares of Common Stock Beneficiary
                                     Owned Prior to Offering    Shares of Common Stock Being   Owned After Offering
Name of Selling Shareholders         (1)                        Offered                        Number (2)        Percent (3)
------------------------------------ -------------------------- ------------------------------ ------------------------------------
Michael Cowpland (Chairman,          26,097,273                 3,653,616                      22,443,657        56%
President and CEO)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Tony Davidson (Chief Technology      420,000                    420,000                        0                  0%
Officer)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
William Parisi                       282,500                    282,500                        0                  0%
(VP-Business Development)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Denise Batson (VP-Sales)             5,525,000                  270,000                        5,255,000         13%

------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Jennifer North, (Chief Financial     282,500                    282,500                        0                  0%
 Officer)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Rogerio de Favero (VP-Business       695,000                    695,000                        0                  0%
Development and Brazil Operations)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
James Stechyson                      620,000                    120,000                        500,000           (4)
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Charles Saikaley                     220,000                    120,000                        100,000           (4)
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Steven Houck                         220,000                     20,000                        200,000           (4)
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
Donald Gibbs                         220,000                    220,000                        0                  0%
(Director)
------------------------------------ -------------------------- ------------------------------ ----------------- ------------------
(1)  Under United States Securities and Exchange Commission rules, beneficial
     ownership includes any shares as to which an individual has sole or shared
     voting power or investment power. Unless otherwise indicated, we believe
     that all persons named in the table above have sole voting and investment
     power with respect to all shares beneficially owned by them. A person is
     deemed to be the beneficial owner of securities that can be acquired by
     such person within 60 days from the date hereof upon the exercise of
     warrants or options.

(2)  Assumes the sale of all shares offered hereby.

(3)  Based on a total of 40,237,209 common shares issued and outstanding as of
     November 21, 2003.

(4)  Less than 1%.
USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares. However, we
may receive proceeds of up to $4,627,336 if the selling shareholders exercise
their options. We intend to use these proceeds, if any, for working capital and
other general corporate purposes.

                              PLAN OF DISTRIBUTION

         We are registering securities on behalf of the selling shareholders.
All cost, expenses and fees in connection with the registration of such
securities will be paid by us. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of securities will be paid by the
selling shareholders.

         The selling shareholders may sell up to 22,200,000 shares of Common
Stock from time to time. Each selling shareholder may sell his or her shares (i)
in market transactions on the over-the counter bulletin board, to a
broker-dealer, including a market maker, who purchases the shares for its own
account; (ii) in privately negotiated transactions; or (iii) by gift. Each
selling shareholder may also pledge his shares from time to time, and the lender
may sell the shares upon foreclosure.

         The decision to sell any securities is within the sole discretion of
the selling shareholder. Each is free to offer and sell his or her shares at
time, in a manner and at prices as he determines.

         Each selling shareholder may sell the shares at a negotiated price or
at the market price or both. They may sell their shares directly to a purchaser
or they may use a broker. If a broker is used, the selling shareholder may pay a
brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser of the shares may also pay a
brokerage free or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
selling shareholder for the sale of any of their shares.

         Each selling shareholder and broker-dealer, if any, acting in
connection with sales by the selling shareholder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act, and any
commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.

                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Borden Ladner Gervais LLP, World Exchange Plaza,
100 Queen Street, Suite 1100, Ottawa, ON K1P 1J9.

                                     EXPERTS

         The audited financial statements of ZIM Technologies International Inc.
as at May 31, 2003 incorporated by reference in this Prospectus and elsewhere in
the registration statement have been audited by Raymond Chabot Grant Thornton,
General Partnership. The audited financial statements of ZIM Technologies
International Inc. as at May 31, 2002 and 2001 incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by ZIM
Technologies International Inc.'s former independent public accountants, KPMG
LLP. As indicated in their reports with respect thereto, and are incorporated by
reference herein by reliance upon the authority of said firm as experts in
giving said reports.

                              AVAILABLE INFORMATION

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information with the United States Securities and Exchange
Commission ("SEC"). You may read any copy of the Company's reports and other
information which the Company may file with the SEC at the SEC's public
reference room in Washington, D.C. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.
The SEC also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants such as the
Company that file electronically with the SEC. The address of this web site is
http://www.sec.gov.

         A registration statement on Form S-8 with respect to the shares covered
by this Prospectus has been filed with the SEC. This Prospectus constitutes the
prospectus of the Company that is filed as part of such registration statement
with respect to the sale of the shares by the selling shareholders. As permitted
by the rules and regulations of the SEC, this Prospectus omits certain
information contained in the registration statement and reference is hereby made
to the registration statement for further information with respect to the
Company and the Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The Company hereby incorporates by reference the documents listed
below:

(a)           The Company's Annual Audited Financial Statements for the fiscal
              year ended May 31, 2003 as filed on Form 8-K on August 13, 2003.
(b)           The Company's Annual Report on Form 10-KSB for the fiscal year
              ended July 31, 2002.
(c)           The Company's quarterly reports on Form 10-QSB for the fiscal
              quarters ended October 31, 2002, January 31, 2003, April 30, 2003
              and August 31, 2003.
(d)           The description of Registrant's Common Stock contained in the
              Registration Statement on Form SB-2 (Registration No. 333-106412)
              filed with the Commission on June 24, 2003, including amendments
              thereto.

         All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
previously filed document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement herein modifies or supersedes such statement. Furthermore, any
statement contained herein shall be deemed to be modified or superseded to the
extent that a statement in any document subsequently filed which is 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 Prospectus.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to such information, unless such
exhibits are specifically incorporated by reference into the information which
this Prospectus incorporates). Requests for such information should be directed
to the Company at 20 Colonnade Road, Suite 200, Ottawa, Ontario Canada, K2E 7M6.

      COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         The Registrant's By-Laws limit, to the maximum extent permitted by
Canadian law, the personal liability of directors and officers of monetary
damages for breach of their fiduciary duties as directors or officers. The
By-Laws provide further that the Registrant shall indemnify to the fullest
extent permitted by Canadian law any person made a party to an action or
proceeding by reason of the fact that such person was a director, officer,
employee or agent of the Registrant. The By-Laws also provide that the directors
and officers who are entitled to indemnification shall be paid their expenses
incurred in connection with any action, suit or proceeding in which such
director or officer is made a party by virtue of his or her being an officer or
director of the Registrant to the maximum extent permitted by Canadian law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the United States
Securities and Exchange Commission are incorporated by reference in this
registration statement.

(a) Registrant's Annual Audited Financial Statements for the fiscal year ended
May 31, 2003 as filed on Form 8-K on August 13, 2003.

(b) Registrant's Annual Report on Form 10-KSB for the fiscal year ended July 31,
2002.

(c) Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarters ended
October 31, 2002, January 31, 2003, April 30, 2003 and August 31, 2003.

(d) The description of Registrant's Common Stock contained in the Registration
Statement on Form SB-2 (Registration No. 333-106412) filed with the Commission
on June 24, 2003, including amendments thereto.

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

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's By-Laws limit, to the maximum extent permitted by
Canadian law, the personal liability of directors and officer s of monetary
damages for breach of their fiduciary duties as directors or officers. The
By-Laws provide further that the Registrant shall indemnify to the fullest
extent permitted by Canadian law any person made a party to an action or
proceeding by reason of the fact that such person was a director, officer,
employee or agent of the Registrant. The By-Laws also provide that the directors
and officers who are entitled to indemnification shall be paid their expenses
incurred in connection with any action, suit or proceeding in which such
director or officer is made a party by virtue of his or her being an officer or
director of the Registrant to the maximum extent permitted by Canadian law.

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.
Item 8.   EXHIBITS

          Exhibit
          Number                    Description of Document
          ----------        --------------------------------------

              4.1           Employee Stock Option Plan*

              5.1           Opinion of Borden Ladner Gervais LLP*

              23.1          Consent of Raymond Chabot Grant Thornton, General
                            Partnership*

              23.2          Consent of KPMG LLP*

              23.3          Consent of Borden Ladner Gervais LLP (included in
                            Exhibit 5.1 hereto).
_____________________________

*        Filed with this Registration Statement

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 this 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 any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (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, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Ottawa, Ontario, on the 25th day of November, 2003.

                                                     ZIM CORPORATION

                                                     /s/ Michael Cowpland
                                                     MICHAEL COWPLAND
                                                     President and CEO

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.

     Signature                                       Date

/s/ Michael Cowpland                                 November 25, 2003
---------------------
Name: MICHAEL COWPLAND
Title: President and CEO
(Principal Executive Officer)

/s/ Jennifer North                                   November 25, 2003
------------------
Name: JENNIFER NORTH
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ James Stechyson                                  November 25, 2003
-------------------
Name: JAMES STECHYSON
Title: Director

/s/ Charles Saikaley                                 November 25, 2003
--------------------
Name: CHARLES SAIKALEY
Title: Director

/s/ Steven Houck                                     November 25, 2003
----------------
Name: STEVEN HOUCK
Title: Director

/s/ Donald Gibbs                                     November 25, 2003
----------------
Name: DONALD GIBBS
Title: Director
INDEX TO EXHIBITS

            Exhibit
            Number          Description of Document
         ----------         ------------------------------------------------

              4.1           Employee Stock Option Plan*

              5.1           Opinion of Borden Ladner Gervais LLP*

             23.1           Consent of Raymond Chabot Grant Thornton, General
                            Partnership*

             23.2           Consent of KPMG LLP*

             23.3           Consent of Borden Ladner Gervais LLP(included in
                            Exhibit 5.1 hereto).

_____________________________

* Filed with this Registration Statement