<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                              COYOTE VENTURES CORP.
             (Exact Name of Registrant as Specified in Its Chapter)

             Nevada                             52-2268239
             ------                             ----------
       (State of Incorporation)    (I.R.S. Employer Identification No.)

    Suite L-8, 601 W. Broadway, Vancouver, British Columbia, Canada  V5Z 4C2
                            Telephone: (604) 608-3831
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                             2002 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

 Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV  89102
                            Telephone: (702) 312-6255
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                 Proposed       Proposed           Amount
Title of          Amount         Maximum        Maximum            of
Securities to be  to be          Offering Price Aggregate Offering Registration
Registered (1)    Registered (2) Per Share (3)  Price (3)          Fee
--------------------------------------------------------------------------------

Common Stock      1,736,250      $6.80          $11,806,500        $1,086.20
$0.001 par value  Shares         Per Share
================================================================================

(1)  This  registration  statement  covers  the  common  stock issuable upon the
     exercise  of  options  issued  under  our  2002  Stock  Option  Plan.

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional shares of common stock which may become issuable under the Stock
     Option Plan by reason of any stock dividend, stock split, re-capitalization
     or  any  other  similar  transaction  effected  without  the  receipt  of
     consideration  which  results  in  an  increase  in  the  number  of  the
     registrant's  outstanding  shares  of  common  stock.

(3)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with  Rule 457(h) of the Securities Act of 1933, as amended, based upon the
     last  sale  reported  by the OTC Bulletin Board on December 16, 2002. These
     amounts  are  calculated  solely  for  the  purpose  of  calculating  the
     registration  fee  pursuant to Rule 457(h)(1) under Securities Act of 1933,
     as  amended.


                                ________________
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255



<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


Item  1.          Plan  Information.*


Item  2.          Registrant  Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.


                                     PART II

Item  3.          Incorporation  of  Documents  by  Reference.

The following documents filed by Coyote Ventures Corp. (the "Company"), with the
Securities  and  Exchange  Commission  are  incorporated  by reference into this
Registration  Statement:

     (1)  The  Company's  Annual Report on Form 10-KSB filed with the Securities
          and  Exchange  Commission  on  December  16,  2002;

     (2)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  audited  financial statements in the Annual Report on Form 10-KSB
          filed  with  the  Securities  and  Exchange Commission on December 16,
          2002;

     (3)  The  description  of  the Company's Common Stock which is contained in
          the Company's amended registration statement on Form SB-2/A filed with
          the  Securities  and  Exchange  Commission  on  November  28,  2001.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange  Act")  prior  to  the  filing  of  a  post-effective  amendment which
indicates  that  all securities offered have been sold or which de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  herein  and to be a part of this Registration Statement from the date
of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.


Item  4.          Description  of  Securities.

The  securities  to  be  offered are registered under Section 12 of the Exchange
Act.


                                       1

<PAGE>


Item  5.          Interests  of  Named  Experts  and  Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an  opinion  regarding the due authorization and valid issuance of the shares of
Common  Stock.


Item  6.          Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers to the fullest extent not prohibited by Nevada general corporation
law;  provided,  however,  that  the  Company  may  modify  the  extent  of such
indemnification  by  individual  contracts with its directors and officers; and,
provided,  further,  that  the  Company  shall  not be required to indemnify any
director  or  officer  in  connection  with  any  proceeding  (or  part thereof)
initiated  by  such person unless (i) such indemnification is expressly required
to  be made by law, (ii) the proceeding was authorized by the Board of Directors
of  the  Company,  (iii) such indemnification is provided by the Company, in its
sole  discretion,  pursuant  to  the  powers  vested in the Company under Nevada
general  corporation  law  or  (iv)  such indemnification is required to be made
pursuant  to  the  By-laws.

The  By-laws  of the Company provide that the Company will advance to 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,  whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or officer, of the Company, or is or was serving at the request of the
Company  as a director or executive officer of another corporation, partnership,
joint  venture, trust or other enterprise, prior to the final disposition of the
proceeding,  promptly  following  request therefor, all expenses incurred by any
director  or  officer  in  connection  with  such  proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined  ultimately  that such person is not entitled to be indemnified under
the  By-laws  of  the  Company  or  otherwise.

The  By-laws of the Company provide that no advance shall be made by the Company
to  an officer of the Company (except by reason of the fact that such officer is
or  was a director of the Company in which event this paragraph shall not apply)
in  any  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  a  determination  is reasonably and promptly made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to the proceeding, or (ii) if such quorum is not obtainable,
or,  even  if  obtainable,  a  quorum  of disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and


                                       2

<PAGE>


convincingly that such person acted in bad faith or in a manner that such person
did  not  believe  to be in or not opposed to the best interests of the Company.


Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.


Item  8.          Exhibits.

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

5.1     Opinion  of  Cane  O'Neill  Taylor,  LLC,  independent  legal  counsel,
        regarding  the  due  authorization  and  valid  issuance of the shares
        of Common Stock,  with  consent  to  use.
10.1    2002  Stock  Option  Plan
23.1    Consent  of  Morgan  &  Company,  Chartered  Accountants
24.1    Power  of  Attorney  (included  on  the  signature  page  of  this
        registration  statement).


Item  9.          Undertakings.

The  Company  hereby  undertakes:

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

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  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;  and

          (3)  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 that paragraphs (a) (1) and (2) do not apply if
          the  information required to be included in a post-effective amendment
          by  those  paragraphs  is  contained  in periodic reports filed by the
          Company  pursuant  to  section 13 or section 15(d) of the Exchange Act
          that  are  incorporated  by  reference  herein.

     (b)  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.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.


                                       3

<PAGE>


(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that  in  the  opinion  of  the Securities and Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the  Act  and  is,  therefore, unenforceable. In the event that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,  officer  or
     controlling  person of the Company 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 Company
     will,  unless  in the opinion of the counsel the matter has been settled by
     controlling  precedent, submit to the appropriate jurisdiction the question
     of 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.



                                       4

<PAGE>


                                   SIGNATURES


Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Coyote  Ventures Corp., 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 Vancouver, Province of British Columbia, on
December  17,  2002.

                                         Coyote  Ventures  Corp.


                                         By:     /s/ Scott Houghton
                                                 ______________________
                                                 Scott Houghton
                                                 Principal Executive Officer


                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and  appoints Scott
Houghton,  as  his true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                  Title                          Date

/s/ Scott Houghton         Principal Executive Officer
________________________   Principal Accounting Officer
Scott  Houghton            Director                       December 17, 2002

/s/ Korina  Houghton       Principal  Financial  Officer
________________________   Director                       December 17, 2002

/s/ Peter  Whitehead
________________________   Director                       December  17, 2002
Peter  Whitehead



                                       5
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                              COYOTE VENTURES CORP.
             (Exact Name of Registrant as Specified in Its Chapter)

             Nevada                             52-2268239
             ------                             ----------
       (State of Incorporation)    (I.R.S. Employer Identification No.)

    Suite L-8, 601 W. Broadway, Vancouver, British Columbia, Canada  V5Z 4C2
                            Telephone: (604) 608-3831
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                             2002 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

 Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV  89102
                            Telephone: (702) 312-6255
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                 Proposed       Proposed           Amount
Title of          Amount         Maximum        Maximum            of
Securities to be  to be          Offering Price Aggregate Offering Registration
Registered (1)    Registered (2) Per Share (3)  Price (3)          Fee
--------------------------------------------------------------------------------

Common Stock      1,736,250      $6.80          $11,806,500        $1,086.20
$0.001 par value  Shares         Per Share
================================================================================

(1)  This  registration  statement  covers  the  common  stock issuable upon the
     exercise  of  options  issued  under  our  2002  Stock  Option  Plan.

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional shares of common stock which may become issuable under the Stock
     Option Plan by reason of any stock dividend, stock split, re-capitalization
     or  any  other  similar  transaction  effected  without  the  receipt  of
     consideration  which  results  in  an  increase  in  the  number  of  the
     registrant's  outstanding  shares  of  common  stock.

(3)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with  Rule 457(h) of the Securities Act of 1933, as amended, based upon the
     last  sale  reported  by the OTC Bulletin Board on December 16, 2002. These
     amounts  are  calculated  solely  for  the  purpose  of  calculating  the
     registration  fee  pursuant to Rule 457(h)(1) under Securities Act of 1933,
     as  amended.

                                ________________
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item  1.          Plan  Information.*

Item  2.          Registrant  Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.

                                     PART II

Item  3.          Incorporation  of  Documents  by  Reference.

The following documents filed by Coyote Ventures Corp. (the "Company"), with the
Securities  and  Exchange  Commission  are  incorporated  by reference into this
Registration  Statement:

     (1)  The  Company's  Annual Report on Form 10-KSB filed with the Securities
          and  Exchange  Commission  on  December  16,  2002;

     (2)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  audited  financial statements in the Annual Report on Form 10-KSB
          filed  with  the  Securities  and  Exchange Commission on December 16,
          2002;

     (3)  The  description  of  the Company's Common Stock which is contained in
          the Company's amended registration statement on Form SB-2/A filed with
          the  Securities  and  Exchange  Commission  on  November  28,  2001.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange  Act")  prior  to  the  filing  of  a  post-effective  amendment which
indicates  that  all securities offered have been sold or which de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  herein  and to be a part of this Registration Statement from the date
of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.

Item  4.          Description  of  Securities.

The  securities  to  be  offered are registered under Section 12 of the Exchange
Act.

                                       1
Item  5.          Interests  of  Named  Experts  and  Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an  opinion  regarding the due authorization and valid issuance of the shares of
Common  Stock.

Item  6.          Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers to the fullest extent not prohibited by Nevada general corporation
law;  provided,  however,  that  the  Company  may  modify  the  extent  of such
indemnification  by  individual  contracts with its directors and officers; and,
provided,  further,  that  the  Company  shall  not be required to indemnify any
director  or  officer  in  connection  with  any  proceeding  (or  part thereof)
initiated  by  such person unless (i) such indemnification is expressly required
to  be made by law, (ii) the proceeding was authorized by the Board of Directors
of  the  Company,  (iii) such indemnification is provided by the Company, in its
sole  discretion,  pursuant  to  the  powers  vested in the Company under Nevada
general  corporation  law  or  (iv)  such indemnification is required to be made
pursuant  to  the  By-laws.

The  By-laws  of the Company provide that the Company will advance to 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,  whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or officer, of the Company, or is or was serving at the request of the
Company  as a director or executive officer of another corporation, partnership,
joint  venture, trust or other enterprise, prior to the final disposition of the
proceeding,  promptly  following  request therefor, all expenses incurred by any
director  or  officer  in  connection  with  such  proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined  ultimately  that such person is not entitled to be indemnified under
the  By-laws  of  the  Company  or  otherwise.

The  By-laws of the Company provide that no advance shall be made by the Company
to  an officer of the Company (except by reason of the fact that such officer is
or  was a director of the Company in which event this paragraph shall not apply)
in  any  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  a  determination  is reasonably and promptly made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to the proceeding, or (ii) if such quorum is not obtainable,
or,  even  if  obtainable,  a  quorum  of disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and

                                       2
convincingly that such person acted in bad faith or in a manner that such person
did  not  believe  to be in or not opposed to the best interests of the Company.

Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.

Item  8.          Exhibits.

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

5.1     Opinion  of  Cane  O'Neill  Taylor,  LLC,  independent  legal  counsel,
        regarding  the  due  authorization  and  valid  issuance of the shares
        of Common Stock,  with  consent  to  use.
10.1    2002  Stock  Option  Plan
23.1    Consent  of  Morgan  &  Company,  Chartered  Accountants
24.1    Power  of  Attorney  (included  on  the  signature  page  of  this
        registration  statement).

Item  9.          Undertakings.

The  Company  hereby  undertakes:

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

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  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;  and

          (3)  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 that paragraphs (a) (1) and (2) do not apply if
          the  information required to be included in a post-effective amendment
          by  those  paragraphs  is  contained  in periodic reports filed by the
          Company  pursuant  to  section 13 or section 15(d) of the Exchange Act
          that  are  incorporated  by  reference  herein.

     (b)  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.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

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(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that  in  the  opinion  of  the Securities and Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the  Act  and  is,  therefore, unenforceable. In the event that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,  officer  or
     controlling  person of the Company 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 Company
     will,  unless  in the opinion of the counsel the matter has been settled by
     controlling  precedent, submit to the appropriate jurisdiction the question
     of 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.

                                       4
SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Coyote  Ventures Corp., 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 Vancouver, Province of British Columbia, on
December  17,  2002.

                                         Coyote  Ventures  Corp.

                                         By:     /s/ Scott Houghton
                                                 ______________________
                                                 Scott Houghton
                                                 Principal Executive Officer

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and  appoints Scott
Houghton,  as  his true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                  Title                          Date

/s/ Scott Houghton         Principal Executive Officer
________________________   Principal Accounting Officer
Scott  Houghton            Director                       December 17, 2002

/s/ Korina  Houghton       Principal  Financial  Officer
________________________   Director                       December 17, 2002

/s/ Peter  Whitehead
________________________   Director                       December  17, 2002
Peter  Whitehead

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