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<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="590" height="736">
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    <td VALIGN="TOP" COLSPAN="2" height="59"><b><p ALIGN="CENTER">SECURITIES AND EXCHANGE
    COMMISSION</p>
    <p ALIGN="CENTER">Washington, D.C. 20549</b></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><p ALIGN="CENTER">FORM S-8</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><p ALIGN="CENTER">REGISTRATION STATEMENT</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><p ALIGN="CENTER">UNDER</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><p ALIGN="CENTER">THE SECURITIES ACT OF 1933</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="24"><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"><font SIZE="1"><p ALIGN="CENTER">(Exact name as
    specified in its charter)</font></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp;&nbsp; </td>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="21"><font SIZE="3"><u><p ALIGN="CENTER">Delaware</u></font></td>
    <td WIDTH="50%" VALIGN="TOP" height="21"><font SIZE="3"><u><p ALIGN="CENTER">84-1067694</u></font></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="16"><font SIZE="1"><p ALIGN="CENTER">(State or other
    jurisdiction of Incorporation)</font></td>
    <td WIDTH="50%" VALIGN="TOP" height="16"><font SIZE="1"><p ALIGN="CENTER">(I.R.S. Employer
    identification No.)</font></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="50%" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><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"><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">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><u><p ALIGN="CENTER">Employee Compensation and
    Consulting Services Agreement</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16"><font SIZE="1"><p ALIGN="CENTER">(Full title of
    plan)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><p ALIGN="CENTER">Robert R.
    Crawford</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><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"><font SIZE="1"><p ALIGN="CENTER">(Name and
    address of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><u><p ALIGN="CENTER">(662)
    442-5050</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16"><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">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16"><font SIZE="1"><p ALIGN="CENTER">Copy to:</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><p ALIGN="CENTER">Lawrence R.
    Lonergan</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><p ALIGN="CENTER">Attorney at Law</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><p ALIGN="CENTER">325 Broadway,
    Suite 504</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><p ALIGN="CENTER">New York, NY
    10007</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21"><font SIZE="3"><p ALIGN="CENTER">(212) 571-7410</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16"><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="590" height="119">
  <tr>
    <td WIDTH="590" VALIGN="TOP" colspan="5" height="16"><font SIZE="1"><p ALIGN="CENTER"><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="1">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)"><font
    SIZE="1"><p ALIGN="CENTER">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)"><font
    SIZE="1"><p align="center">Proposed maximum Offering price per share</font></td>
    <td WIDTH="131" 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="1"><p align="center">Proposed maximum aggregate offering price</font></td>
    <td WIDTH="102" VALIGN="top" height="29" style="border: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p align="center">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)"><font
    SIZE="1"><p ALIGN="left">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)"><font
    SIZE="1"><p ALIGN="CENTER">1,080,476 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)"><font
    SIZE="1"><p ALIGN="CENTER">$0.19</font></td>
    <td WIDTH="131" VALIGN="top" height="30"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="CENTER">$205,290</font></td>
    <td WIDTH="102" 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)"><font
    SIZE="1"><p ALIGN="CENTER">$52.00</font></td>
  </tr>
  <tr>
    <td WIDTH="590" VALIGN="TOP" colspan="5" height="44"><font SIZE="1">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 $.0.19 based
    upon the closing bid price of the shares on June 26, 2001.</font></td>
  </tr>
</TABLE>

<p ALIGN="CENTER">&nbsp;</p>
<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 1,080,476 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 president,
CEO and a director, 400,000 shares; Bryan Forman, NADA&#146;s vice president and president
of NADA&#146;s subsidiary, North American InfoTech, LLC, 437,500 shares; Robert Elmes,
former director of provisioning for North American InfoTech, LLC, 34,295 shares; Robert
Mecchi, former director of the network operating center of North American InfoTech, LLC,
40,064 shares; and Burt Meiklejohn, former employee at of North American InfoTech, LLC,
68,617 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 services
to the NADA as follows: Thomas J. Craft, Jr., 40,000 shares; Richard Rubin, 40,000 shares;
and Ivo Heiden, 20,000 shares. Messrs. Craft, Rubin and Heiden have been providing the
NADA with corporate securities compliance services under a written agreement dated May 8,
2001, attached as Exhibit 99.1. The services of the consultants include the preparation of
NADA&#146;s reports under the Exchange Act, review of and assistance in connection with
the NADA&#146;s registration statement on Form S-1 or such other form under the Securities
Act of 1933 and such other corporate securities compliance services as may be agreed upon
by the NADA and the Messrs. Craft, Rubin and Heiden.</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) the Annual Report on Form 10-K for its fiscal year ended June 30,
2000 (Commission File No. 33-17679-D)</p>

<p ALIGN="JUSTIFY">(b) all other reports filed by NADA pursuant to Section 13 or Section
15 (d) of the Exchange Act, since June 30, 2000 through the date hereof; and</p>

<p ALIGN="JUSTIFY">(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>Not applicable.</p>

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

<p ALIGN="JUSTIFY">North American DataCom, Inc.&#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</p>

<p ALIGN="JUSTIFY">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: </p>

<p>(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; </p>
  <p>(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; </p>
  <p>(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>
<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 June 26, 2001.</p>

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

<p>By /s/ Robert Crawford</p>
</u>

<p>Robert Crawford, President</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">6</td>
  </tr>
  <tr>
    <td width="92%">23.1 Consent of Independent Certified Public Accountants. </td>
    <td width="8%" align="center">6</td>
  </tr>
  <tr>
    <td width="92%">23.2 Consent of Counsel (included as part of Exhibit 5.1).</td>
    <td width="8%" align="center">6</td>
  </tr>
  <tr>
    <td width="92%">99.1 Securities Compliance Services Agreement.</td>
    <td width="8%" align="center">7</td>
  </tr>
</TABLE>

<hr>

<p>Exhibit 5.1</p>

<table border="0" cellpadding="0" cellspacing="0" width="97%">
  <tr>
    <td width="100%"><b><p ALIGN="CENTER">OPINION OF COUNSEL</b></td>
  </tr>
  <tr>
    <td width="100%"><b><font SIZE="4"><p ALIGN="CENTER">Lawrence R. Lonergan</font></b></td>
  </tr>
  <tr>
    <td width="100%"><b><p ALIGN="CENTER">Attorney at Law</b></td>
  </tr>
  <tr>
    <td width="100%"><b><p ALIGN="CENTER">325 Broadway, Suite 504</b></td>
  </tr>
  <tr>
    <td width="100%"><b><p ALIGN="CENTER">New York, NY 10007</b></td>
  </tr>
  <tr>
    <td width="100%"><b><p ALIGN="CENTER">(212) 571-7410</b></td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%">June 27, 2001</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. 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 1,080,476 shares of common stock, $0.0001
par value issuable pursuant to individuals who are present or former employees of the
North American DataCom and/or its subsidiary, North American InfoTech, LLC, and to
individual consultants under a Securities Compliance Services Agreement.</p>

<p ALIGN="JUSTIFY">I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the North American DataCom, Inc. 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.</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</p>
</u>

<p>Lawrence R. Lonergan, Esq.</p>

<hr>

<p>Exhibit 23.1</p>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="588" 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="178" VALIGN="TOP" height="1" align="right"><font SIZE="1">Clark Tower</font></td>
  </tr>
  <tr>
    <td WIDTH="205" VALIGN="TOP" height="1" align="right"><font SIZE="1">Accountants and
    Consultants</font></td>
    <td WIDTH="178" VALIGN="TOP" height="0" align="right"><font SIZE="1">5100 Poplar Avenue,
    Suite 2600</font></td>
  </tr>
  <tr>
    <td WIDTH="205" VALIGN="TOP" rowspan="3" height="32"></td>
    <td WIDTH="178" VALIGN="TOP" height="8" align="right"><font SIZE="1">Memphis, Tennessee
    38137</font></td>
  </tr>
  <tr>
    <td WIDTH="178" VALIGN="TOP" height="8" align="right"><font SIZE="1">Telephone:
    901-680-7600</font></td>
  </tr>
  <tr>
    <td WIDTH="178" VALIGN="TOP" height="16" align="right"><font SIZE="1">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 September 18, 2000, 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, 2000. 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 </p>

<p>Memphis, Tennessee</p>

<p>June 27, 2001</p>

<hr>

<p>Exhibit 99.1</p>
<u><font SIZE="3">

<p ALIGN="CENTER">SECURITIES COMPLIANCE SERVICES AGREEMENT</p>
</font><font SIZE="1">

<p>&nbsp;</p>
</font></u><font SIZE="3">

<p ALIGN="JUSTIFY">THIS SECURITIES COMPLIANCE SERVICES AGREEMENT (the
&quot;Agreement&quot;) is dated this 8th day of May 2001, between North American Datacom,
Inc. (&quot;NADA&quot;), with offices located at 751 County Road 989, Building 1000, Iuka,
MS 38852, and CR Capital Services Inc. (&quot;CRCS&quot;), with offices located at 301
Clematis Street, Suite 3000, West Palm Beach, FL 33401 and 730 Fifth Avenue, Suite 911,
New York, NY 10019.</p>

<p ALIGN="JUSTIFY">WHEREAS, NADA and CRCS desire to enter into an initial securities
compliance services relationship pursuant to which CRCS and its principals, Richard Rubin,
Thomas J. Craft, Jr. and Ivo Heiden (hereinafter, collectively &quot;CRCS&quot;), shall
provide certain corporate securities compliance services to NADA as set forth hereinbelow.</p>

<p ALIGN="JUSTIFY"><b>NOW THEREFORE</b>, the parties agree as follows:</p>

<p ALIGN="JUSTIFY"><b>1. <u>Term</u>: </b>This Agreement shall be for the initial term
commencing on the date set forth above and ending ninety (90) days from the date of this
Agreement (the &quot;Initial Term&quot;), subject to an extension for a period of one (1)
year from the expiration of the ninety (90) day term, upon mutual agreement in writing
prior to the expiration of the Initial Term of this Agreement. Any extension shall provide
for additional consideration to CRCS and shall provide for additional services beyond the
Initial Services defined in Section 2 below.</p>

<p ALIGN="JUSTIFY"><b>2. <u>Initial</u> <u>Securities Compliance Services</u>: </b>NADA
hereby initially retains CRCS to provide certain legal and corporate securities services
(the &quot;Initial Services&quot;) related to (i) preparation of NADA&#146;s Quarterly
Report on Form 10-Q for the three and nine-month periods ended March 31, 2001 under the
Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;) and the timely filing of
such Report with the Securities and Exchange Commission (&quot;SEC&quot;) through
CRCS&#146;s in-house EDGAR Filing Department prior to May 15, 2001; (ii) consultation
regarding the structure of proposed capital raising agreements between NADA and third
parties; (iii) preliminary review of the Form S-1 draft prepared by counsel to NADA; (iv)
preparation and filing of a registration statement on Form S-8 registering, among other
shares of NADA common stock, par value $.0001 (the &quot;Shares&quot;), the Shares being
issued to the principals of CRCS as provided in Section 3 below; and (v) such other
securities compliance services as the parties may agree in furtherance of (i) through (iv)
above. </p>

<p ALIGN="JUSTIFY"><b>3.</b> <b><u>Initial Consideration</u>: </b>As consideration for the
Initial Services to be provided by CRCS as set forth in Section 2 above, NADA agrees that
CRCS shall prepare at the direction of NADA within a date not later than thirty (30) days
after the filing of the Form 10-Q for the period ended March 31, 2001, a registration
statement on Form S-8 under the Securities Act of 1933, as amended (the &quot;Act&quot;).
This registration statement shall include, among other Shares, a total of 100,000 Shares
issued in the names of the principals of CRCS, Thomas J. Craft, Jr., Richard Rubin and Ivo
Heiden, who are the individuals who shall be providing the actual bona fide services
through CRCS for the benefit of NADA, in compliance with the requirements under the Act
and the rules and regulations promulgated by the SEC thereunder. </p>
<b>

<p ALIGN="JUSTIFY">4. <u>Optional Additional Services</u>: </b>It is contemplated but the
parties have not agreed that CRCS may be engaged to provide additional services to NADA,
beyond the Initial Services and for a period longer than the Initial Term. Any additional
consideration for such additional and further services has not been agreed upon and NADA
is not obligated by this Agreement to engage CRCS for any additional services nor is CRCS
entitled to any additional consideration under this Agreement. If the parties agree to
extend the Initial Term to engage CRCS for additional services, such additional services
shall include, among other services the following: </p>

<p ALIGN="JUSTIFY">(i) preparation of NADA&#146;s Annual Report on Form 10-K for its year
ended June 30, 2001, working with NADA and its independent public accounting firm, for
timely filing of such Form 10-K;</p>

<p ALIGN="JUSTIFY">(ii) preparation of such other reports required by NADA under the
Exchange Act during the extended term of this Agreement, and any amendments to such
reports required under the Exchange Act and/or as a result of any comment letter from the
SEC, from time to time, in order for NADA to continue to remain current under the Exchange
Act during the term of this Agreement and any renewal;</p>

<p ALIGN="JUSTIFY">(iii) preparation and filing of a registration statement under the
Securities Act of 1933, as amended (the &quot;Act&quot;) as NADA shall require including
registration statements on Form S-1, Form S-3, if available, and such other forms under
the Act; </p>

<p ALIGN="JUSTIFY">(iv) preparation of any preliminary and definitive proxy statement on
Schedule 14A as may be required under Section 14A of the Exchange Act and under applicable
state statutes; </p>

<p ALIGN="JUSTIFY">(v) rendering continuous corporate securities compliance advise and
services to NADA for the purpose of continued compliance with the Federal and state
securities laws including but not limited to preparation and review with NADA&#146;s
management of a stock option plan and such documents and agreements as may be required in
connection with NADA&#146;s corporate finance matters, among others; </p>

<p ALIGN="JUSTIFY">(vi) reviewing all draft and final minutes of meetings of NADA&#146;s
board of directors and other appropriate corporate and legal documentation, at the written
request of NADA, and as may be necessary for corporate governance including written
opinions for the transfer of securities under Federal and state securities rules and law;
and </p>

<p ALIGN="JUSTIFY">(vii) providing such other Services as may be reasonably required by
the board of directors of NADA and its chief executive officer from time to time during
this Agreement. </p>

<p ALIGN="JUSTIFY"><b>5. <u>Independent Contractor</u>: </b>At all times during the term
of this Agreement, CRCS shall be an independent contractor of NADA under this Agreement
and the principals of CRCS shall not be deemed employees of NADA.</p>

<p ALIGN="JUSTIFY"><b>6. <u>Compliance With All Applicable Law</u>: </b>CRCS acknowledges
that NADA is required to comply with the Act, the Exchange Act, and the rules promulgated
by the Securities and Exchange Commission, including the rules requiring NADA to remain
current under the Exchange Act, and the applicable securities and other laws of various
states. CRCS hereby agrees that in performance of its Services provided by this Agreement,
CRCS will comply with all applicable laws and rules. CRCS further represent that it is
fully authorized to perform the Services contemplated herein and will take all reasonable
action necessary to assist NADA in remaining current in its reporting requirements under
the Exchange Act.</p>

<p ALIGN="JUSTIFY"><b>7. <u>Indemnification</u>: </b>CRCS shall each indemnify and hold
harmless NADA from and against all damages, losses or expenses suffered or paid as a
result of any and all claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable attorney&#146;s fees, incurred in litigation or
otherwise, assessed, incurred or sustained by or against NADA with respect to or arising
out of the performance of the Services provided by CRCS under this Agreement excepting
only those losses caused by the gross negligence or willful misconduct of NADA. NADA shall
indemnify and hold harmless CRCS from and against all damages, losses or expenses suffered
or paid as a result of any and all claims, demands, suits, causes, of action, proceedings,
judgments and liabilities, including reasonable attorney&#146;s fees, incurred in
litigation or otherwise, assessed, incurred or sustained by or against CRCS with respect
to or arising out of the performance of Services under this Agreement excepting only those
losses caused by the negligence or willful misconduct of CRCS.</p>
<b>

<p ALIGN="JUSTIFY">8. <u>Miscellaneous</u>:</p>
</b>

<p ALIGN="JUSTIFY"><b>a. <u>Entire Agreement</u>: </b>This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, writings, and negotiations, both oral and written, among
the parties hereto with respect to such subject matter. The parties expressly state that
they are authorized to enter into and fulfill the provisions under this Agreement and are
authorized to provide the Services set forth hereinabove. </p>

<p ALIGN="JUSTIFY"><b>b. <u>Amendment</u>: </b>This Agreement may not be amended or
modified in any respect, except by the mutual written agreement of the parties hereto.</p>

<p ALIGN="JUSTIFY"><b>c. <u>Waivers and Remedies</u>: </b>The waiver by any of the parties
hereto of any other party&#146;s prompt and complete performance, or breach or violation,
of any provision of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or violation, and the waiver by any of the parties hereto to exercise
any right or remedy which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the occurrence of any
subsequent breach or violation.</p>

<p ALIGN="JUSTIFY"><b>d. <u>Severability</u>: </b>The invalidity of any one or more of the
words, phrases, sentences, clause, sections or subsections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof all of which are inserted conditionally on their being valid in law, and, in
the event that any one or more of the words, phrases, sentences, clauses, sections or
subsections contained in this Agreement shall be declared invalid by a court of competent
jurisdiction, this Agreement shall be construed ads of such invalid word or words, phrase
or phrases, sentence or sentences, clause or clauses, section or sections, or subsection
of subsections had not been inserted.</p>

<p ALIGN="JUSTIFY"><b>e. <u>Descriptive Headings</u>: </b>The<b> </b>descriptive headings
contained herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.</p>

<p ALIGN="JUSTIFY"><b>f. <u>Counterparts</u>: </b>This Agreement may be executed in any
number of counterparts and by the separate parties hereto in separate counterparts, each
of which shall be deemed to be one and the same instrument.</p>

<p ALIGN="JUSTIFY"><b>g. <u>Notices</u>: </b>All notices required to be given under this
Agreement shall be in writing, sent certified mail, return receipt requested, postage
prepaid, to the following addresses:</p>
<b>

<p>If to NADA, then to:</p>
</b>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%">Robert Crawford, President and Secretary</td>
  </tr>
  <tr>
    <td width="100%">North American Datacom, Inc.</td>
  </tr>
  <tr>
    <td width="100%">751 County Road 989, Building 1000</td>
  </tr>
  <tr>
    <td width="100%">Iuka, MS 38852</td>
  </tr>
  <tr>
    <td width="100%"><b>If to CRCS, then to:</b></td>
  </tr>
  <tr>
    <td width="100%">CR Capital Services, Inc.</td>
  </tr>
  <tr>
    <td width="100%">Attention: Thomas J. Craft, Jr., President</td>
  </tr>
  <tr>
    <td width="100%">301 Clematis Street-Suite 3000</td>
  </tr>
  <tr>
    <td width="100%">West Palm Beach, FL 33401 </td>
  </tr>
  <tr>
    <td width="100%"><b>With a copy to:</b></td>
  </tr>
  <tr>
    <td width="100%">CR Capital Services, Inc. </td>
  </tr>
  <tr>
    <td width="100%">Attention: Richard Rubin, Secretary</td>
  </tr>
  <tr>
    <td width="100%">730 Fifth Avenue, Suite 911 </td>
  </tr>
  <tr>
    <td width="100%">New York, New York 10019</td>
  </tr>
</TABLE>

<p ALIGN="JUSTIFY"><b>h. <u>Successors and Assigns</u>: </b>This Agreement shall be
binding upon and shall inure to the benefits of the parties hereto and its respective
successors and assigns. None of the parties hereto shall assign any of its rights or
obligations hereunder, except that CRCS has the right to designate the names of the
individuals to whom the Shares and any Option Shares shall be issued, by written notice to
NADA.</p>

<p ALIGN="JUSTIFY"><b>i. <u>Applicable Law</u>: </b>This Agreement shall be governed by
and shall be construed, interpreted and enforced in accordance with the laws of the State
of Florida and any dispute arising under this Agreement shall be settled by binding
arbitration in accordance with the rules of the American Arbitration Association with
hearings if any to take place in the Palm Beach County, State of Florida. </p>

<p ALIGN="JUSTIFY"><b>IN WITNESS WHEREOF, </b>the parties hereto have executed this
Agreement as of the day and year first above written.</p>
<b>

<p>CR CAPITAL SERVICES INC. NORTH American DATACOM, Inc.</p>
</b>

<p ALIGN="JUSTIFY">By: <u>/s/ Richard Rubin </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By: /s/ <u>Robert Crawford</u></p>

<p>Richard Rubin, Secretary&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Robert
Crawford, President and Secretary </p>
</font>
</body>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "nada-s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 40057}]
{"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": "333-63946", "film-number": "1668782"}, "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"}}
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 Compensation and
    Consulting Services Agreement
(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)
1,080,476 Shares
$0.19
$205,290
$52.00
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 $.0.19 based
    upon the closing bid price of the shares on June 26, 2001.
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 1,080,476 shares of common stock, par value $.0001 per share of North American
DataCom, Inc. ("NADA"), as follows: Robert R. Crawford, NADA's president,
CEO and a director, 400,000 shares; Bryan Forman, NADA's vice president and president
of NADA's subsidiary, North American InfoTech, LLC, 437,500 shares; Robert Elmes,
former director of provisioning for North American InfoTech, LLC, 34,295 shares; Robert
Mecchi, former director of the network operating center of North American InfoTech, LLC,
40,064 shares; and Burt Meiklejohn, former employee at of North American InfoTech, LLC,
68,617 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 services
to the NADA as follows: Thomas J. Craft, Jr., 40,000 shares; Richard Rubin, 40,000 shares;
and Ivo Heiden, 20,000 shares. Messrs. Craft, Rubin and Heiden have been providing the
NADA with corporate securities compliance services under a written agreement dated May 8,
2001, attached as Exhibit 99.1. The services of the consultants include the preparation of
NADA's reports under the Exchange Act, review of and assistance in connection with
the NADA's registration statement on Form S-1 or such other form under the Securities
Act of 1933 and such other corporate securities compliance services as may be agreed upon
by the NADA and the Messrs. Craft, Rubin and Heiden.
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) the Annual Report on Form 10-K for its fiscal year ended June 30,
2000 (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, 2000 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
Not applicable.
Item 6. Indemnification of Directors and Officer
North American DataCom, Inc.'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 June 26, 2001.
North American DataCom, Inc.
By /s/ Robert Crawford
Robert Crawford, President
INDEX TO EXHIBITS
5.1 Opinion of Counsel, regarding the legality of the securities
    registered hereunder.
6
23.1 Consent of Independent Certified Public Accountants.
6
23.2 Consent of Counsel (included as part of Exhibit 5.1).
6
99.1 Securities Compliance Services Agreement.
7
Exhibit 5.1
OPINION OF COUNSEL
Lawrence R. Lonergan
Attorney at Law
325 Broadway, Suite 504
New York, NY 10007
(212) 571-7410
June 27, 2001
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. 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 1,080,476 shares of common stock, $0.0001
par value issuable pursuant to individuals who are present or former employees of the
North American DataCom and/or its subsidiary, North American InfoTech, LLC, and to
individual consultants under a Securities Compliance Services Agreement.
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the North American DataCom, Inc. 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.
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 September 18, 2000, 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, 2000. 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
June 27, 2001
Exhibit 99.1
SECURITIES COMPLIANCE SERVICES AGREEMENT
THIS SECURITIES COMPLIANCE SERVICES AGREEMENT (the
"Agreement") is dated this 8th day of May 2001, between North American Datacom,
Inc. ("NADA"), with offices located at 751 County Road 989, Building 1000, Iuka,
MS 38852, and CR Capital Services Inc. ("CRCS"), with offices located at 301
Clematis Street, Suite 3000, West Palm Beach, FL 33401 and 730 Fifth Avenue, Suite 911,
New York, NY 10019.
WHEREAS, NADA and CRCS desire to enter into an initial securities
compliance services relationship pursuant to which CRCS and its principals, Richard Rubin,
Thomas J. Craft, Jr. and Ivo Heiden (hereinafter, collectively "CRCS"), shall
provide certain corporate securities compliance services to NADA as set forth hereinbelow.
NOW THEREFORE
, the parties agree as follows:
1.
Term
:
This Agreement shall be for the initial term
commencing on the date set forth above and ending ninety (90) days from the date of this
Agreement (the "Initial Term"), subject to an extension for a period of one (1)
year from the expiration of the ninety (90) day term, upon mutual agreement in writing
prior to the expiration of the Initial Term of this Agreement. Any extension shall provide
for additional consideration to CRCS and shall provide for additional services beyond the
Initial Services defined in Section 2 below.
2.
Initial
Securities Compliance Services
:
NADA
hereby initially retains CRCS to provide certain legal and corporate securities services
(the "Initial Services") related to (i) preparation of NADA's Quarterly
Report on Form 10-Q for the three and nine-month periods ended March 31, 2001 under the
Securities Exchange Act of 1934 (the "Exchange Act") and the timely filing of
such Report with the Securities and Exchange Commission ("SEC") through
CRCS's in-house EDGAR Filing Department prior to May 15, 2001; (ii) consultation
regarding the structure of proposed capital raising agreements between NADA and third
parties; (iii) preliminary review of the Form S-1 draft prepared by counsel to NADA; (iv)
preparation and filing of a registration statement on Form S-8 registering, among other
shares of NADA common stock, par value $.0001 (the "Shares"), the Shares being
issued to the principals of CRCS as provided in Section 3 below; and (v) such other
securities compliance services as the parties may agree in furtherance of (i) through (iv)
above.
3.
Initial Consideration
:
As consideration for the
Initial Services to be provided by CRCS as set forth in Section 2 above, NADA agrees that
CRCS shall prepare at the direction of NADA within a date not later than thirty (30) days
after the filing of the Form 10-Q for the period ended March 31, 2001, a registration
statement on Form S-8 under the Securities Act of 1933, as amended (the "Act").
This registration statement shall include, among other Shares, a total of 100,000 Shares
issued in the names of the principals of CRCS, Thomas J. Craft, Jr., Richard Rubin and Ivo
Heiden, who are the individuals who shall be providing the actual bona fide services
through CRCS for the benefit of NADA, in compliance with the requirements under the Act
and the rules and regulations promulgated by the SEC thereunder.
4.
Optional Additional Services
:
It is contemplated but the
parties have not agreed that CRCS may be engaged to provide additional services to NADA,
beyond the Initial Services and for a period longer than the Initial Term. Any additional
consideration for such additional and further services has not been agreed upon and NADA
is not obligated by this Agreement to engage CRCS for any additional services nor is CRCS
entitled to any additional consideration under this Agreement. If the parties agree to
extend the Initial Term to engage CRCS for additional services, such additional services
shall include, among other services the following:
(i) preparation of NADA's Annual Report on Form 10-K for its year
ended June 30, 2001, working with NADA and its independent public accounting firm, for
timely filing of such Form 10-K;
(ii) preparation of such other reports required by NADA under the
Exchange Act during the extended term of this Agreement, and any amendments to such
reports required under the Exchange Act and/or as a result of any comment letter from the
SEC, from time to time, in order for NADA to continue to remain current under the Exchange
Act during the term of this Agreement and any renewal;
(iii) preparation and filing of a registration statement under the
Securities Act of 1933, as amended (the "Act") as NADA shall require including
registration statements on Form S-1, Form S-3, if available, and such other forms under
the Act;
(iv) preparation of any preliminary and definitive proxy statement on
Schedule 14A as may be required under Section 14A of the Exchange Act and under applicable
state statutes;
(v) rendering continuous corporate securities compliance advise and
services to NADA for the purpose of continued compliance with the Federal and state
securities laws including but not limited to preparation and review with NADA's
management of a stock option plan and such documents and agreements as may be required in
connection with NADA's corporate finance matters, among others;
(vi) reviewing all draft and final minutes of meetings of NADA's
board of directors and other appropriate corporate and legal documentation, at the written
request of NADA, and as may be necessary for corporate governance including written
opinions for the transfer of securities under Federal and state securities rules and law;
and
(vii) providing such other Services as may be reasonably required by
the board of directors of NADA and its chief executive officer from time to time during
this Agreement.
5.
Independent Contractor
:
At all times during the term
of this Agreement, CRCS shall be an independent contractor of NADA under this Agreement
and the principals of CRCS shall not be deemed employees of NADA.
6.
Compliance With All Applicable Law
:
CRCS acknowledges
that NADA is required to comply with the Act, the Exchange Act, and the rules promulgated
by the Securities and Exchange Commission, including the rules requiring NADA to remain
current under the Exchange Act, and the applicable securities and other laws of various
states. CRCS hereby agrees that in performance of its Services provided by this Agreement,
CRCS will comply with all applicable laws and rules. CRCS further represent that it is
fully authorized to perform the Services contemplated herein and will take all reasonable
action necessary to assist NADA in remaining current in its reporting requirements under
the Exchange Act.
7.
Indemnification
:
CRCS shall each indemnify and hold
harmless NADA from and against all damages, losses or expenses suffered or paid as a
result of any and all claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable attorney's fees, incurred in litigation or
otherwise, assessed, incurred or sustained by or against NADA with respect to or arising
out of the performance of the Services provided by CRCS under this Agreement excepting
only those losses caused by the gross negligence or willful misconduct of NADA. NADA shall
indemnify and hold harmless CRCS from and against all damages, losses or expenses suffered
or paid as a result of any and all claims, demands, suits, causes, of action, proceedings,
judgments and liabilities, including reasonable attorney's fees, incurred in
litigation or otherwise, assessed, incurred or sustained by or against CRCS with respect
to or arising out of the performance of Services under this Agreement excepting only those
losses caused by the negligence or willful misconduct of CRCS.
8.
Miscellaneous
:
a.
Entire Agreement
:
This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, writings, and negotiations, both oral and written, among
the parties hereto with respect to such subject matter. The parties expressly state that
they are authorized to enter into and fulfill the provisions under this Agreement and are
authorized to provide the Services set forth hereinabove.
b.
Amendment
:
This Agreement may not be amended or
modified in any respect, except by the mutual written agreement of the parties hereto.
c.
Waivers and Remedies
:
The waiver by any of the parties
hereto of any other party's prompt and complete performance, or breach or violation,
of any provision of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach or violation, and the waiver by any of the parties hereto to exercise
any right or remedy which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the occurrence of any
subsequent breach or violation.
d.
Severability
:
The invalidity of any one or more of the
words, phrases, sentences, clause, sections or subsections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof all of which are inserted conditionally on their being valid in law, and, in
the event that any one or more of the words, phrases, sentences, clauses, sections or
subsections contained in this Agreement shall be declared invalid by a court of competent
jurisdiction, this Agreement shall be construed ads of such invalid word or words, phrase
or phrases, sentence or sentences, clause or clauses, section or sections, or subsection
of subsections had not been inserted.
e.
Descriptive Headings
:
The
descriptive headings
contained herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
f.
Counterparts
:
This Agreement may be executed in any
number of counterparts and by the separate parties hereto in separate counterparts, each
of which shall be deemed to be one and the same instrument.
g.
Notices
:
All notices required to be given under this
Agreement shall be in writing, sent certified mail, return receipt requested, postage
prepaid, to the following addresses:
If to NADA, then to:
Robert Crawford, President and Secretary
North American Datacom, Inc.
751 County Road 989, Building 1000
Iuka, MS 38852
If to CRCS, then to:
CR Capital Services, Inc.
Attention: Thomas J. Craft, Jr., President
301 Clematis Street-Suite 3000
West Palm Beach, FL 33401
With a copy to:
CR Capital Services, Inc.
Attention: Richard Rubin, Secretary
730 Fifth Avenue, Suite 911
New York, New York 10019
h.
Successors and Assigns
:
This Agreement shall be
binding upon and shall inure to the benefits of the parties hereto and its respective
successors and assigns. None of the parties hereto shall assign any of its rights or
obligations hereunder, except that CRCS has the right to designate the names of the
individuals to whom the Shares and any Option Shares shall be issued, by written notice to
NADA.
i.
Applicable Law
:
This Agreement shall be governed by
and shall be construed, interpreted and enforced in accordance with the laws of the State
of Florida and any dispute arising under this Agreement shall be settled by binding
arbitration in accordance with the rules of the American Arbitration Association with
hearings if any to take place in the Palm Beach County, State of Florida.
IN WITNESS WHEREOF,
the parties hereto have executed this
Agreement as of the day and year first above written.
CR CAPITAL SERVICES INC. NORTH American DATACOM, Inc.
By:
/s/ Richard Rubin
By: /s/
Robert Crawford
Richard Rubin, Secretary         Robert
Crawford, President and Secretary