U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   __________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             NORTHERN OSTRICH CORP.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   86-0947048
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                               102 Donaghy Avenue
                      North Vancouver, B.C. V7P 2L5, Canada
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                             2003 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             Northern Ostrich Corp.
                               102 Donaghy Avenue
                      North Vancouver, B.C. V7P 2L5 Canada
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (604) 922-8470
--------------------------------------------------------------------------------
          (Telephone number, Including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities To    Proposed Amount To     Maximum Offering        Maximum Aggregate      Amount of
Be Registered             Be Registered          Price Per Share (2)     Offering Price         Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
Common Stock, par value   335,000 (1)            $ 0.05                  $ 16,750               $1.36
$.001 per share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an  increase  in the number of  Registrant's  outstanding  shares of
         Common Stock.


(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and (h) under the  Securities Act of 1933,
         as amended.
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

As  permitted  by the rules of the  Securities  and  Exchange  Commission,  this
Registration  Statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the  participant  in the plans  covered  by this  Registration  Statement  as
required by Rule  428(b)(1)  promulgated  under the  Securities  Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.


The following  documents,  as filed with the Securities and Exchange  Commission
(the   "Commission")  by  Northern  Ostrich  Corp.,  a  Nevada   corporation(the
"Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:

1.       The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
         May 31, 2002;

2.       The  Registrant's  Quarterly  Reports  on Form  10-QSB  for the  fiscal
         quarters  ended  August 31,  2002;  November  30, 2002 and February 28,
         2003;

3.       The Registrant's Current Report on Form 8-K filed on November 5, 2002;

4.       All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the annual report referred to in (1) above; and

5.       The  description  of our common  stock  contained  in our  registration
         statement  filed under the Exchange Act  registering  such common stock
         under Section 12 of the Exchange Act, including any amendment or report
         file for the purpose of updating such description.


<PAGE>

All reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining unsold, shall hereby be deemed to be incorporated by reference in
and to be a part of this  Registration  Statement by reference  from the date of
filing of such  documents.  Any statement  contained  herein or in a document or
report  incorporated or deemed to be  incorporated by reference  herein shall be
deemed to be  modified  or  superseded  for all  purposes  to the extent  that a
statement  contained herein or in any subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General  Corporation Law provides,  among other things, that
the  Registrant  may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding (other than an action by or in the right of the Registrant) by reason
of the fact that the person is or was a director,  officer, agent or employee of
the Registrant or is or was serving at the  Registrant's  request as a director,
officer, agent, or employee of another corporation,  partnership, joint venture,
trust  or  other  enterprise,   against  expenses,  including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action,  suit or proceeding.  The power to
indemnify  applies if such person is  successful  on the merits or  otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a  manner  he  reasonably  believed  to be in the best  interest,  or not
opposed  to the  best  interest,  of the  Registrant,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful.  The power to indemnify  applies to actions  brought by or in the
right of the  Registrant  as well,  but only to the extent of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the circumstances indemnification should apply.

         The  indemnification   provisions   contained  in  the  Nevada  General
Corporation  Law is not  exclusive  of any other rights to which a person may be
entitled by law, agreement,  vote of stockholders or disinterested  directors or
otherwise.




<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

3.1      Registrant's Articles of Incorporation*
3.2      Registrant's Bylaws*
4.1      Northern Ostrich Corp. 2003 Stock Option Plan
4.2      Form of Stock Option Agreement under the Stock Option Plan
5.1      Opinion of Ehrenreich  Eilenberg & Krause LLP as to the legality of the
         securities being registered
23.1     Consent of Ehrenreich Eilenberg & Krause LLP (included in Exhibit 5.1)
23.2     Consent of Robison, Hill & Co.


* Previously filed with the Registrant's Form 10-SB12g filed on June 25, 2001.



ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

       (1)    To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)   To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

              (ii)  To  reflect  in the  prospectus  any facts or events  which,
                    individually or together,  represent a fundamental change in
                    the    information    in   the    registration    statement.
                    Notwithstanding  the  foregoing,  any increase or decease in
                    the volume of securities  offered (if the total dollar value
                    of the  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) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.


<PAGE>

         (3)      To file a post-effective amendment to remove from registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

(b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of any 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 anew
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers, and controlling persons of
         the Registrant pursuant to the foregoing  provisions or otherwise,  the
         Registrant has been advised that in the opinion of the Commission, such
         indemnification  is against  public  policy as expressed in the Act and
         is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
         indemnification against such liabilities (other than the payment of the
         Registrant  of expenses  incurred or paid by the  director,  officer or
         controlling  person of the Registrant in the successful  defense of any
         action, suit, or proceeding) is asserted by such director,  officer, or
         controlling  person in connection with the securities being registered,
         the  Registrant  will,  unless in the opinion of its counsel the matter
         has  been  settled  by  controlling  precedent,  submit  to a court  of
         appropriate  jurisdiction the question whether such  indemnification by
         it is  against  public  policy  as  expressed  in the Act  and  will be
         governed by the final adjudication of such issue.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of North Vancouver, B.C., Canada, on May __, 2003.



              By:  /s/ Bruce Johnstone
                 -------------------
                 Bruce Johnstone, Chairman, President, Chief
                 Executive Officer, Secretary and Treasurer
[{"type": "S-8", "sequence": "1", "filename": "forms8052903.txt", "secsgml_size_bytes": 14663}]
{"company-data": {"conformed-name": "NORTHERN OSTRICH CORP", "cik": "0001080448", "assigned-sic": "9995", "irs-number": "860947048", "state-of-incorporation": "NV", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105691", "film-number": "03725362"}, "business-address": {"street1": "3756 W 2ND AVE", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6R 1J9", "state": "A6", "zip": "00000", "phone": "6042227898"}, "mail-address": {"street1": "3756 W 2ND AVE", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V7R 1J9", "state": "A6", "zip": "00000"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   __________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             NORTHERN OSTRICH CORP.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   86-0947048
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                               102 Donaghy Avenue
                      North Vancouver, B.C. V7P 2L5, Canada
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                             2003 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                             Northern Ostrich Corp.
                               102 Donaghy Avenue
                      North Vancouver, B.C. V7P 2L5 Canada
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (604) 922-8470
--------------------------------------------------------------------------------
          (Telephone number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities To    Proposed Amount To     Maximum Offering        Maximum Aggregate      Amount of
Be Registered             Be Registered          Price Per Share (2)     Offering Price         Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value   335,000 (1)            $ 0.05                  $ 16,750               $1.36
$.001 per share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an  increase  in the number of  Registrant's  outstanding  shares of
         Common Stock.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and (h) under the  Securities Act of 1933,
         as amended.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

As  permitted  by the rules of the  Securities  and  Exchange  Commission,  this
Registration  Statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the  participant  in the plans  covered  by this  Registration  Statement  as
required by Rule  428(b)(1)  promulgated  under the  Securities  Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents,  as filed with the Securities and Exchange  Commission
(the   "Commission")  by  Northern  Ostrich  Corp.,  a  Nevada   corporation(the
"Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:

1.       The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
         May 31, 2002;

2.       The  Registrant's  Quarterly  Reports  on Form  10-QSB  for the  fiscal
         quarters  ended  August 31,  2002;  November  30, 2002 and February 28,
         2003;

3.       The Registrant's Current Report on Form 8-K filed on November 5, 2002;

4.       All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the annual report referred to in (1) above; and

5.       The  description  of our common  stock  contained  in our  registration
         statement  filed under the Exchange Act  registering  such common stock
         under Section 12 of the Exchange Act, including any amendment or report
         file for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining unsold, shall hereby be deemed to be incorporated by reference in
and to be a part of this  Registration  Statement by reference  from the date of
filing of such  documents.  Any statement  contained  herein or in a document or
report  incorporated or deemed to be  incorporated by reference  herein shall be
deemed to be  modified  or  superseded  for all  purposes  to the extent  that a
statement  contained herein or in any subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General  Corporation Law provides,  among other things, that
the  Registrant  may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding (other than an action by or in the right of the Registrant) by reason
of the fact that the person is or was a director,  officer, agent or employee of
the Registrant or is or was serving at the  Registrant's  request as a director,
officer, agent, or employee of another corporation,  partnership, joint venture,
trust  or  other  enterprise,   against  expenses,  including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action,  suit or proceeding.  The power to
indemnify  applies if such person is  successful  on the merits or  otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a  manner  he  reasonably  believed  to be in the best  interest,  or not
opposed  to the  best  interest,  of the  Registrant,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful.  The power to indemnify  applies to actions  brought by or in the
right of the  Registrant  as well,  but only to the extent of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the circumstances indemnification should apply.

         The  indemnification   provisions   contained  in  the  Nevada  General
Corporation  Law is not  exclusive  of any other rights to which a person may be
entitled by law, agreement,  vote of stockholders or disinterested  directors or
otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

3.1      Registrant's Articles of Incorporation*
3.2      Registrant's Bylaws*
4.1      Northern Ostrich Corp. 2003 Stock Option Plan
4.2      Form of Stock Option Agreement under the Stock Option Plan
5.1      Opinion of Ehrenreich  Eilenberg & Krause LLP as to the legality of the
         securities being registered
23.1     Consent of Ehrenreich Eilenberg & Krause LLP (included in Exhibit 5.1)
23.2     Consent of Robison, Hill & Co.

* Previously filed with the Registrant's Form 10-SB12g filed on June 25, 2001.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

       (1)    To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this Registration Statement:

              (i)   To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

              (ii)  To  reflect  in the  prospectus  any facts or events  which,
                    individually or together,  represent a fundamental change in
                    the    information    in   the    registration    statement.
                    Notwithstanding  the  foregoing,  any increase or decease in
                    the volume of securities  offered (if the total dollar value
                    of the  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) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.
(3)      To file a post-effective amendment to remove from registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

(b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of any 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 anew
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers, and controlling persons of
         the Registrant pursuant to the foregoing  provisions or otherwise,  the
         Registrant has been advised that in the opinion of the Commission, such
         indemnification  is against  public  policy as expressed in the Act and
         is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
         indemnification against such liabilities (other than the payment of the
         Registrant  of expenses  incurred or paid by the  director,  officer or
         controlling  person of the Registrant in the successful  defense of any
         action, suit, or proceeding) is asserted by such director,  officer, or
         controlling  person in connection with the securities being registered,
         the  Registrant  will,  unless in the opinion of its counsel the matter
         has  been  settled  by  controlling  precedent,  submit  to a court  of
         appropriate  jurisdiction the question whether such  indemnification by
         it is  against  public  policy  as  expressed  in the Act  and  will be
         governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of North Vancouver, B.C., Canada, on May __, 2003.

              By:  /s/ Bruce Johnstone
                 -------------------
                 Bruce Johnstone, Chairman, President, Chief
                 Executive Officer, Secretary and Treasurer