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<title>nada</title>
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<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="660" height="736">
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    <td VALIGN="TOP" COLSPAN="2" height="59" width="660"><b><p ALIGN="CENTER">SECURITIES AND
    EXCHANGE COMMISSION</p>
    <p ALIGN="CENTER">Washington, D.C. 20549</b></td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="365" VALIGN="TOP" height="21">&nbsp; </td>
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    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><p ALIGN="CENTER">FORM S-8</td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="365" VALIGN="TOP" height="21">&nbsp; </td>
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  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><p ALIGN="CENTER">REGISTRATION
    STATEMENT</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><p ALIGN="CENTER">UNDER</td>
  </tr>
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    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><p ALIGN="CENTER">THE SECURITIES ACT
    OF 1933</td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="365" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
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    <td VALIGN="TOP" COLSPAN="2" height="24" width="660"><font SIZE="4"><u><b><p
    ALIGN="CENTER">North American DataCom, Inc.</b></u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><font SIZE="1"><p ALIGN="CENTER">(Exact
    name as specified in its charter)</font></td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="21">&nbsp;&nbsp; </td>
    <td WIDTH="365" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="21"><font SIZE="3"><u><p ALIGN="CENTER">Delaware</u></font></td>
    <td WIDTH="365" VALIGN="TOP" height="21"><font SIZE="3"><u><p ALIGN="CENTER">84-1067694</u></font></td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="16"><font SIZE="1"><p ALIGN="CENTER">(State or other
    jurisdiction of Incorporation)</font></td>
    <td WIDTH="365" VALIGN="TOP" height="16"><font SIZE="1"><p ALIGN="CENTER">(I.R.S. Employer
    identification No.)</font></td>
  </tr>
  <tr>
    <td WIDTH="295" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="365" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660">&nbsp; </td>
  </tr>
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    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><u><p ALIGN="CENTER">751
    County Road 989, Building 1000, Iuka, MS 38852</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><font SIZE="1"><p ALIGN="CENTER">(Address
    and Principal Executive Office and Zip Code)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><u><p ALIGN="CENTER">Employee and
    Consultant Compensation Plan</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><font SIZE="1"><p ALIGN="CENTER">(Full
    title of plan)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><p ALIGN="CENTER">Robert
    R. Crawford</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><u><p ALIGN="CENTER">751
    County Road 989, Building 1000, Iuka, MS 38852</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><font SIZE="1"><p ALIGN="CENTER">(Name
    and address of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><u><p ALIGN="CENTER">(662)
    442-5050</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><font SIZE="1"><p ALIGN="CENTER">(Telephone
    number, including area code, of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><p ALIGN="CENTER"><font size="2">Copy
    to:</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><p ALIGN="CENTER">Lawrence
    R. Lonergan</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><p ALIGN="CENTER">Attorney
    at Law</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><p ALIGN="CENTER">325
    Broadway, Suite 504</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><p ALIGN="CENTER">New
    York, NY 10007</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="660"><font SIZE="3"><p ALIGN="CENTER">(212)
    571-7410</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="660"><font SIZE="1"><p ALIGN="CENTER">(Name,
    address and telephone number, including area code, of counsel)</font></td>
  </tr>
</table>
<b><font SIZE="1">

<p ALIGN="CENTER">&nbsp;</p>
</font></b>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="660" height="119">
  <tr>
    <td WIDTH="660" VALIGN="TOP" colspan="5" height="16"><p ALIGN="CENTER"><font size="2"><strong>CALCULATION
    OF REGISTRATION FEE</strong></font></td>
  </tr>
  <tr>
    <td WIDTH="104" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Title of securities to be registered</font></td>
    <td WIDTH="121" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">Amount to be registered</font></td>
    <td WIDTH="132" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Proposed maximum Offering price per share</font></td>
    <td WIDTH="167" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Proposed maximum aggregate offering price</font></td>
    <td WIDTH="136" VALIGN="top" height="29" style="border: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Amount of registration fee</font></td>
  </tr>
  <tr>
    <td WIDTH="104" VALIGN="top" height="30"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="left"><font size="2">Common Stock (par value $.0001)</font></td>
    <td WIDTH="121" VALIGN="top" height="30"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">930,000 Shares</font></td>
    <td WIDTH="132" VALIGN="top" height="30"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">$.08</font></td>
    <td WIDTH="167" VALIGN="top" height="30"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">$74,400</font></td>
    <td WIDTH="136" VALIGN="top" height="30"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">$18.50</font></td>
  </tr>
  <tr>
    <td WIDTH="660" VALIGN="TOP" colspan="5" height="44"><font size="2">Estimated solely for
    the purpose of calculating the amount of registration fee. Such estimate has been computed
    in accordance with Rules 457(c) and 457 (h) of the General Rules and Regulations under the
    Securities Act of 1993, as amended, based upon the price of the shares of $.08 based upon
    the closing bid price of the shares on February 27, 2002</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p ALIGN="CENTER">PART I</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS</p>

<p>Item 1. Plan Information</p>

<p ALIGN="JUSTIFY">This Registration Statement on Form S-8 provides for the issuance of a
total of 980,000 shares of common stock, par value $.0001 per share of North American
DataCom, Inc. (&quot;NADA&quot;), as follows: Robert R. Crawford, NADA&#146;s Chairman and
CEO, 400,000 shares; Richard H. Barsom, a&nbsp; consultant providing corporate business
services to NADA, 200,000 shares; <font SIZE="3">Lawrence R. Lonergan</font>, Esq., NADA's
legal counsel, 130,000 shares. Each of the foregoing persons were issued shares included
in this Registration Statement for bona fide services to NADA as compensation in lieu of
cash compensation. In addition to the above this Registration Statement provides for the
issuance of shares to individual persons who have provided bona fide consulting corporate
securities services to the NADA as follows: Thomas J. Craft, Jr., 80,000 shares; Richard
Rubin, 80,000 shares; and Ivo Heiden, 40,000 shares. Messrs. Craft, Rubin and Heiden have
been providing NADA with corporate securities compliance services under a written
agreement with NADA. </p>

<p>Item 2. Registrant Information and Employee Plan Annual Information</p>

<p>Not applicable.</p>
<b>

<p ALIGN="CENTER">PART II</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>Item 3. Incorporation of Documents by Reference</p>

<p ALIGN="JUSTIFY">The following documents filed by NADA with the SEC are incorporated by
reference herein:</p>

<p ALIGN="JUSTIFY">(a) NADA's Annual Report on Form 10-K for its fiscal year ended June
30, 2001 (Commission File No. 33-17679-D)<br>
(b) all other reports filed by NADA pursuant to Section 13 or Section 15(d) of the
Exchange Act, since June 30, 2001 through the date hereof; and<br>
(c) any document filed by NADA with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all shares
registered hereunder have been sold or that deregisters all such shares then remaining
unsold, such documents being deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.</p>

<p>Item 4. Description of Securities</p>

<p ALIGN="JUSTIFY">Reference is made to Item 9, Description of Securities, in NADA&#146;s
Registration Statement on Form S-1/A, Commission File No. 333-51748, filed with the
Commission on January 29, 2001.</p>

<p>Item 5. Interests of Named Experts and Counsel</p>

<p><font SIZE="3">None.</font></p>

<p>Item 6. Indemnification of Directors and Officer</p>

<p ALIGN="JUSTIFY">NADA&#146;s Certificate of Incorporation, as amended, provides the
right to indemnify of our officers and directors to the fullest extent permitted by
Delaware law. In addition, under the Certificate of Incorporation, as amended, no director
shall be liable personally to NADA or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that the certificate of incorporation does not
eliminate the liability of a director for (1) any breach of the director's duty of loyalty
to NADA or its stockholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) acts or omissions in respect of
certain unlawful dividend payments or stock redemptions or repurchases; or (4) any
transaction from which such director receives improper personal benefit. </p>

<p ALIGN="JUSTIFY">The General Corporation Law of the State of Delaware (Section 102)
allows a corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach of his/her
fiduciary duty as a director, except in the case where the director breached his/her duty
of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal benefit. The
Certificate of Incorporation, as amended, of North American Datacom, Inc., contains a
provision which eliminates directors' personal liability as set forth above. The General
Corporation Law of the State of Delaware (Section 145) gives Delaware corporations broad
powers to indemnify their present and former directors and officers and those of
affiliated corporations against expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; gives a director or officer who
successfully defends an action the right to be so indemnified; and authorizes the
corporation to buy directors' and officers' liability insurance. Such indemnification is
not exclusive of any other right to which those indemnified may be entitled under any
bylaw, agreement, vote of stockholders or otherwise. North American DataCom, Inc.'s
Certificate of Incorporation, as amended, provides that it is empowered to indemnify, to
the fullest extent as expressly authorized by the General Corporation Law of the State of
Delaware, the directors and officers of NADA. This right of indemnification is not
exclusive of any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise. North American DataCom, Inc., as
permitted by the General Corporation Law of the State of Delaware, may purchase liability
policies which indemnify its officers and directors against loss arising from claims by
reason of their legal liability for acts as officers or directors subject to limitations
and conditions as set forth in the policies. </p>

<p>Commission Policy<br>
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling NADA pursuant to the foregoing
provisions, or otherwise, NADA has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable.</p>

<p>Item 7. Exemption from Registration Claimed</p>

<p>Not applicable.</p>

<p>Item 8. Exhibits</p>

<p ALIGN="JUSTIFY">The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.</p>

<p>Item 9. Undertakings</p>

<p>(a) The undersigned registrant hereby undertakes:</p>

<p>The undersigned registrant hereby undertakes: <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration Statement:

<dir>
  <p>(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
  1933; <br>
  (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 in the
  registration statement. To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any deviation from the
  low or high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b), Section 230.424(b) of this
  chapter) if, in the aggregate, the changes in volume and price represent no more than a
  20% change in the maximum aggregate offering price set forth in the &quot;Calculation of
  Registration Fee&quot; table in the effective registration statement; <br>
  (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; </p>
  <p>Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not
  apply if the registration statement is on Form S-3 (Section 239.13 of this chapter) or
  Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of Regulation S-K),
  and the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the SEC by NADA
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement. </p>
  <p>(2) That, for the purpose of determining any liability under the Securities Act of
  1933, as amended, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide offering thereof.
  </p>
  <p>(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. </p>
  <p>(4) If the registration is a foreign private issuer, to file a post-effective amendment
  to the registration statement to include any financial statements required by Section
  210.3-19 of this chapter at the start of any delayed offering or throughout a continuous
  offering. Financial statements and information otherwise required by Section 10(a)(3) of
  the Act need not be furnished, provided that NADA includes in the prospectus, by means of
  a post-effective amendment, financial statements required pursuant to this paragraph
  (a)(4) and other information necessary to ensure that all other information in the
  prospectus is at least as current as the date of those financial statements.
  Notwithstanding the foregoing, with respect to registration statements on Form F-3
  (Section 239.33 of this chapter), a post-effective amendment need not be filed to include
  financial statements and information required by Section 10(a)(3) of the Act or Section
  210.3-19 of this chapter if such financial statements and information are contained in
  periodic reports filed with or furnished to the SEC by NADA pursuant to section 13 or
  section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
  the Form F-3. </p>
</dir>

<p ALIGN="JUSTIFY">(b) Filings incorporating subsequent Exchange Act documents by
reference. Include the following if the registration statement incorporates by reference
any Exchange Act document filed subsequent to the effective date of the registration
statement: </p>

<p>The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of NADA's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. </p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p ALIGN="CENTER">SIGNATURES</p>
</b>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, as amended,
NADA certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Iuka,
State of Mississippi on February 28, 2002.</p>

<p>North American DataCom, Inc.</p>
<u>

<p>By:&nbsp; /s/ Robert Crawford<br>
</u>Robert Crawford, Chairman and CEO,</p>

<hr>

<p ALIGN="CENTER">INDEX TO EXHIBITS</p>

<table border="0" cellpadding="0" cellspacing="0" width="87%">
  <tr>
    <td width="92%">5.1 Opinion of Counsel, regarding the legality of the securities
    registered hereunder.</td>
    <td width="8%" align="center">7</td>
  </tr>
  <tr>
    <td width="92%">23.1 Consent of Independent Certified Public Accountants. </td>
    <td width="8%" align="center">8</td>
  </tr>
  <tr>
    <td width="92%">23.2 Consent of Counsel (included as part of Exhibit 5.1).</td>
    <td width="8%" align="center">7</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<hr>

<p>Exhibit 5.1</p>

<table border="0" cellpadding="0" cellspacing="0" width="97%">
  <tr>
    <td width="100%"><font SIZE="4"><p ALIGN="CENTER">Lawrence R. Lonergan</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">Attorney at Law</td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">325 Broadway, Suite 504</td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">New York, NY 10007</td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">(212) 571-7410</td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%">February 28, 2002</td>
  </tr>
  <tr>
    <td width="100%">U.S. Securities and Exchange Commission</td>
  </tr>
  <tr>
    <td width="100%">450 Fifth Street, NW</td>
  </tr>
  <tr>
    <td width="100%">Washington, D.C. 20549</td>
  </tr>
  <tr>
    <td width="100%">Re: Registration Statement on Form S-8</td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%">Gentleman:</td>
  </tr>
</table>

<p ALIGN="JUSTIFY">I have acted as counsel for North American DataCom, Inc. (the
&quot;Company&quot;) in connection with the preparation and filing of its Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, relating to 930,000
shares of common stock, $.0001 par value, issuable pursuant to individuals who are present
employees, legal counsel and individual consultants for the Company. </p>

<p ALIGN="JUSTIFY">I have examined the Company's Certificate of Incorporation, as amended,
and the By-Laws and all amendments thereto, the Registration Statement and originals, or
copies certified to my satisfaction, of such records and meetings, written actions in lieu
of meetings, or resolutions adopted at meetings, of the directors of North American
DataCom, Inc., and such other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below. As partial consideration
for my legal services to the Company, I have been issued 130,000 shares of the Company's
common stock which are included in this Registration Statement.</p>

<p ALIGN="JUSTIFY">Based on the foregoing examination, I am of the opinion that the shares
of common stock issuable under this Registration Statement are duly authorized and, when
issued, will be validly issued, fully paid and nonassessable. </p>

<p>Further, I consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8.</p>

<p>Very truly yours,</p>
<u>

<p>/s/ Lawrence R. Lonergan<br>
</u>Lawrence R. Lonergan, Esq</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<hr>

<p>Exhibit 23.1</p>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="661" height="69">
  <tr>
    <td WIDTH="205" VALIGN="TOP" rowspan="5" height="27"><font SIZE="6"><b>BDO</b></font></td>
    <td WIDTH="205" VALIGN="TOP" height="11" align="right"><b>BDO Seidman, LLP</b></td>
    <td WIDTH="251" VALIGN="TOP" height="1" align="right"><font size="2">Clark Tower</font></td>
  </tr>
  <tr>
    <td WIDTH="205" VALIGN="TOP" height="1" align="right"><font size="2">Accountants and
    Consultants</font></td>
    <td WIDTH="251" VALIGN="TOP" height="0" align="right"><font size="2">5100 Poplar Avenue,
    Suite 2600</font></td>
  </tr>
  <tr>
    <td WIDTH="205" VALIGN="TOP" rowspan="3" height="32"></td>
    <td WIDTH="251" VALIGN="TOP" height="8" align="right"><font size="2">Memphis, Tennessee
    38137</font></td>
  </tr>
  <tr>
    <td WIDTH="251" VALIGN="TOP" height="8" align="right"><font size="2">Telephone:
    901-680-7600</font></td>
  </tr>
  <tr>
    <td WIDTH="251" VALIGN="TOP" height="16" align="right"><font size="2">Fax: 901-680-7601</font></td>
  </tr>
</table>
<u><b>

<p ALIGN="CENTER">CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</p>
</b></u>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%">North American DataCom, Inc.</td>
  </tr>
  <tr>
    <td width="100%">Iuka, Mississippi</td>
  </tr>
</table>

<p>We hereby consent to the incorporation by reference in this Registration Statement of
our report dated October 12, 2001, relating to the consolidated financial statements of
North American DataCom, Inc., appearing in the Company&#146;s Annual Report on Form 10-K
for the fiscal year ended June 30, 2001. Our report contains an explanatory paragraph
regarding the Company&#146;s ability to continue as a going concern. </p>
<u>

<p>/s/ BDO SEIDMAN, LLP</p>
</u>

<p>BDO Seidman, LLP <br>
Memphis, Tennessee<br>
February 28, 2002</p>
</div>
</body>
</html>
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{"company-data": {"conformed-name": "NORTH AMERICAN DATACOM INC", "cik": "0000823387", "assigned-sic": "4813", "irs-number": "841067694", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83518", "film-number": "02561961"}, "business-address": {"street1": "BUILDING 1000 751 CR 489", "city": "IUKA", "state": "MI", "zip": "38852", "phone": "3037920719"}, "mail-address": {"street1": "BLDG 1000 751 CR 489", "street2": "SUITE 101A", "city": "IUKA", "state": "MS", "zip": "38852"}, "former-company": {"former-conformed-name": "PIERCE INTERNATIONAL INC", "date-changed": "19920703"}}
nada
SECURITIES AND
    EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
    STATEMENT
UNDER
THE SECURITIES ACT
    OF 1933
North American DataCom, Inc.
(Exact
    name as specified in its charter)
Delaware
84-1067694
(State or other
    jurisdiction of Incorporation)
(I.R.S. Employer
    identification No.)
751
    County Road 989, Building 1000, Iuka, MS 38852
(Address
    and Principal Executive Office and Zip Code)
Employee and
    Consultant Compensation Plan
(Full
    title of plan)
Robert
    R. Crawford
751
    County Road 989, Building 1000, Iuka, MS 38852
(Name
    and address of agent for service)
(662)
    442-5050
(Telephone
    number, including area code, of agent for service)
Copy
    to:
Lawrence
    R. Lonergan
Attorney
    at Law
325
    Broadway, Suite 504
New
    York, NY 10007
(212)
    571-7410
(Name,
    address and telephone number, including area code, of counsel)
CALCULATION
    OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered
Proposed maximum Offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock (par value $.0001)
930,000 Shares
$.08
$74,400
$18.50
Estimated solely for
    the purpose of calculating the amount of registration fee. Such estimate has been computed
    in accordance with Rules 457(c) and 457 (h) of the General Rules and Regulations under the
    Securities Act of 1993, as amended, based upon the price of the shares of $.08 based upon
    the closing bid price of the shares on February 27, 2002
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement on Form S-8 provides for the issuance of a
total of 980,000 shares of common stock, par value $.0001 per share of North American
DataCom, Inc. ("NADA"), as follows: Robert R. Crawford, NADA's Chairman and
CEO, 400,000 shares; Richard H. Barsom, a  consultant providing corporate business
services to NADA, 200,000 shares;
Lawrence R. Lonergan
, Esq., NADA's
legal counsel, 130,000 shares. Each of the foregoing persons were issued shares included
in this Registration Statement for bona fide services to NADA as compensation in lieu of
cash compensation. In addition to the above this Registration Statement provides for the
issuance of shares to individual persons who have provided bona fide consulting corporate
securities services to the NADA as follows: Thomas J. Craft, Jr., 80,000 shares; Richard
Rubin, 80,000 shares; and Ivo Heiden, 40,000 shares. Messrs. Craft, Rubin and Heiden have
been providing NADA with corporate securities compliance services under a written
agreement with NADA.
Item 2. Registrant Information and Employee Plan Annual Information
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by NADA with the SEC are incorporated by
reference herein:
(a) NADA's Annual Report on Form 10-K for its fiscal year ended June
30, 2001 (Commission File No. 33-17679-D)
(b) all other reports filed by NADA pursuant to Section 13 or Section 15(d) of the
Exchange Act, since June 30, 2001 through the date hereof; and
(c) any document filed by NADA with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all shares
registered hereunder have been sold or that deregisters all such shares then remaining
unsold, such documents being deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Reference is made to Item 9, Description of Securities, in NADA's
Registration Statement on Form S-1/A, Commission File No. 333-51748, filed with the
Commission on January 29, 2001.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officer
NADA's Certificate of Incorporation, as amended, provides the
right to indemnify of our officers and directors to the fullest extent permitted by
Delaware law. In addition, under the Certificate of Incorporation, as amended, no director
shall be liable personally to NADA or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that the certificate of incorporation does not
eliminate the liability of a director for (1) any breach of the director's duty of loyalty
to NADA or its stockholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) acts or omissions in respect of
certain unlawful dividend payments or stock redemptions or repurchases; or (4) any
transaction from which such director receives improper personal benefit.
The General Corporation Law of the State of Delaware (Section 102)
allows a corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach of his/her
fiduciary duty as a director, except in the case where the director breached his/her duty
of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal benefit. The
Certificate of Incorporation, as amended, of North American Datacom, Inc., contains a
provision which eliminates directors' personal liability as set forth above. The General
Corporation Law of the State of Delaware (Section 145) gives Delaware corporations broad
powers to indemnify their present and former directors and officers and those of
affiliated corporations against expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; gives a director or officer who
successfully defends an action the right to be so indemnified; and authorizes the
corporation to buy directors' and officers' liability insurance. Such indemnification is
not exclusive of any other right to which those indemnified may be entitled under any
bylaw, agreement, vote of stockholders or otherwise. North American DataCom, Inc.'s
Certificate of Incorporation, as amended, provides that it is empowered to indemnify, to
the fullest extent as expressly authorized by the General Corporation Law of the State of
Delaware, the directors and officers of NADA. This right of indemnification is not
exclusive of any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise. North American DataCom, Inc., as
permitted by the General Corporation Law of the State of Delaware, may purchase liability
policies which indemnify its officers and directors against loss arising from claims by
reason of their legal liability for acts as officers or directors subject to limitations
and conditions as set forth in the policies.
Commission Policy
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling NADA pursuant to the foregoing
provisions, or otherwise, NADA has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
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 in the
  registration statement. To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any deviation from the
  low or high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b), Section 230.424(b) of this
  chapter) if, in the aggregate, the changes in volume and price represent no more than a
  20% change in the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to such
  information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not
  apply if the registration statement is on Form S-3 (Section 239.13 of this chapter) or
  Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of Regulation S-K),
  and the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the SEC by NADA
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
  1933, as amended, 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.
(4) If the registration is a foreign private issuer, to file a post-effective amendment
  to the registration statement to include any financial statements required by Section
  210.3-19 of this chapter at the start of any delayed offering or throughout a continuous
  offering. Financial statements and information otherwise required by Section 10(a)(3) of
  the Act need not be furnished, provided that NADA includes in the prospectus, by means of
  a post-effective amendment, financial statements required pursuant to this paragraph
  (a)(4) and other information necessary to ensure that all other information in the
  prospectus is at least as current as the date of those financial statements.
  Notwithstanding the foregoing, with respect to registration statements on Form F-3
  (Section 239.33 of this chapter), a post-effective amendment need not be filed to include
  financial statements and information required by Section 10(a)(3) of the Act or Section
  210.3-19 of this chapter if such financial statements and information are contained in
  periodic reports filed with or furnished to the SEC by NADA pursuant to section 13 or
  section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
  the Form F-3.
(b) Filings incorporating subsequent Exchange Act documents by
reference. Include the following if the registration statement incorporates by reference
any Exchange Act document filed subsequent to the effective date of the registration
statement:
The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of NADA'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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
NADA certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Iuka,
State of Mississippi on February 28, 2002.
North American DataCom, Inc.
By:  /s/ Robert Crawford
Robert Crawford, Chairman and CEO,
INDEX TO EXHIBITS
5.1 Opinion of Counsel, regarding the legality of the securities
    registered hereunder.
7
23.1 Consent of Independent Certified Public Accountants.
8
23.2 Consent of Counsel (included as part of Exhibit 5.1).
7
Exhibit 5.1
Lawrence R. Lonergan
Attorney at Law
325 Broadway, Suite 504
New York, NY 10007
(212) 571-7410
February 28, 2002
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Gentleman:
I have acted as counsel for North American DataCom, Inc. (the
"Company") in connection with the preparation and filing of its Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, relating to 930,000
shares of common stock, $.0001 par value, issuable pursuant to individuals who are present
employees, legal counsel and individual consultants for the Company.
I have examined the Company's Certificate of Incorporation, as amended,
and the By-Laws and all amendments thereto, the Registration Statement and originals, or
copies certified to my satisfaction, of such records and meetings, written actions in lieu
of meetings, or resolutions adopted at meetings, of the directors of North American
DataCom, Inc., and such other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below. As partial consideration
for my legal services to the Company, I have been issued 130,000 shares of the Company's
common stock which are included in this Registration Statement.
Based on the foregoing examination, I am of the opinion that the shares
of common stock issuable under this Registration Statement are duly authorized and, when
issued, will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8.
Very truly yours,
/s/ Lawrence R. Lonergan
Lawrence R. Lonergan, Esq
Exhibit 23.1
BDO
BDO Seidman, LLP
Clark Tower
Accountants and
    Consultants
5100 Poplar Avenue,
    Suite 2600
Memphis, Tennessee
    38137
Telephone:
    901-680-7600
Fax: 901-680-7601
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
North American DataCom, Inc.
Iuka, Mississippi
We hereby consent to the incorporation by reference in this Registration Statement of
our report dated October 12, 2001, relating to the consolidated financial statements of
North American DataCom, Inc., appearing in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 2001. Our report contains an explanatory paragraph
regarding the Company's ability to continue as a going concern.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Memphis, Tennessee
February 28, 2002