<PAGE>


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

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                         DESTINY MEDIA TECHNOLOGIES INC.
             (Exact Name of Registrant as Specified in Its Chapter)

       COLORADO                                   84-1516745
       --------                                   ----------
 (State of Incorporation)                       (I.R.S. Employer
                                               Identification No.)

                      1055 West Hastings Street, Suite 1040
                           Vancouver, British Columbia
                                 Canada  V6E 2E9
                            Telephone: (604) 609-7736
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                    INDIVIDUAL CONSULTANT AGREEMENTS BETWEEN
                    ----------------------------------------
                   THE CORPORATION AND TWO OF ITS CONSULTANTS
                   ------------------------------------------
                            (Full Title of the Plan)

    DESTINY MEDIA TECHNOLOGIES INC., Attention:  STEVE VESTERGAARD, Chairman
                      1055 West Hastings Street, Suite 1040
                           Vancouver, British Columbia
Canada  V6E 2E9
                            Telephone: (604) 609-7736
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE



                CALCULATION OF REGISTRATION FEE
======================================================================
TITLE                           PROPOSED    PROPOSED
OF                              MAXIMUM     MAXIMUM
SECURITIES                      OFFERING    AGGREGATE    AMOUNT OF
TO BE          AMOUNT TO BE     PRICE PER   OFFERING     REGISTRATION
REGISTERED (1) REGISTERED(1)(2) SHARE (3)   PRICE (3)    FEE (3)
----------------------------------------------------------------------
Common Stock      1,100,000     $0.10
$0.001 par value  Shares        Per Share   $110,000     $11
======================================================================
(1)  This  registration  statement  covers the common stock issuable pursuant to
     consultant  agreements  between  the  registrant and two of its consultants
     (the  "Consultant  Agreements").

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional  shares  of  common  stock  which  may become issuable under the
     consultant  agreements  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
     deemed  fair market value of $0.10 per common share of the common shares of
     the  Registrant  to  be  issued  pursuant to the Consultant Agreements. The
     Proposed  Aggregate  Maximum  Aggregate  Offering  Price  is  based  on the
     Proposed  Maximum Offering Price Per Share times the total number of shares
     of  Common  Stock to be registered. 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  Destiny  Media  Technologies  Inc.  (the
"Company"),  with  the  Securities  and  Exchange Commission are incorporated by
reference  into  this  Registration  Statement:

          (1)  The  Company's  Annual  Report  filed  on  Form  10-KSB  with the
               Securities  and  Exchange  Commission  on  November  29,  2001;

          (2)  The  Company's  Quarterly  Reports  on Form 10-QSB filed with the
               Securities and Exchange Commission on January 14, 2002, April 22,
               2002  and  July  15,  2002;

          (3)  All other reports filed by the Company pursuant to Sections 13(a)
               or  15(d)  of  the  Exchange  Act subsequent to the filing of the
               Company's  Annual  Report  with  the  Securities  and  Exchange
               Commission  on  November  29,  2001;

          (4)  The  description of the Company's Common Stock which is contained
               in  the  Company's  Form 10-SB Registration Statement, filed with
               the  Securities and Exchange Commission pursuant to Section 12(g)
               of  the  Securities  Exchange  Act  of  1934 (the "Exchange Act")
               originally  on November 23, 1999 and as amended through April 24,
               2000.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
of  1934.

                                       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.

Anderson  &  Keil,  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
Colorado  Business  Corporations Act (the "CBCA"), the Articles of Incorporation
and  the  Bylaws  of  the  Company.

Under  Article  7-109-102 of the CBCA, a corporation may indemnify an officer or
director  made  a  party to a proceeding because the person is or was a director
against  liability  incurred  in  the  proceeding  if:

(a)  The  person  conducted  himself  or  herself  in  good  faith;  and

(b)  The  person  reasonably  believed:

          (i)  In  the  case  of  conduct  in  an  official  capacity  with  the
               corporation,  that  his  or  her conduct was in the corporation's
               best  interests;  and

          (ii) In  all  other  cases,  that  his or her conduct was at least not
               opposed  to  the  corporation's  best  interests;  and

(c)  In  the case of any criminal proceeding, the person had no reasonable cause
     to  believe  his  or  her  conduct  was  unlawful.

A  corporation  may  not  indemnify  a  director  under  the  CBCA:

(a)  In  connection  with  a proceeding by or in the right of the corporation in
     which  the  director  as  adjudged  liable  to  the  corporation;  or

(b)  In  connection with any other proceeding charging that the director derived
     an  improper  personal  benefit,  whether  or  not  involving  action in an
     official  capacity, in which proceeding the director was adjudged liable on
     the  basis  that  he  or  she  derived  an  improper  personal  benefit.

Under  the  CBCA,  a  corporation  may  not  indemnify  a director under section
7-109-102  unless authorized in the specific case after a determination has been
made  that  indemnification  of the director is permissible in the circumstances
because  the  director  has  met  the  standard  of conduct set forth in section
7-109-102.

Under Article 7-109-103 of the CBCA, a corporation shall indemnify an officer or
director  who  was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the person was a party because the person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the  proceeding,  unless limited by the corporation's articles of incorporation.
The  Company's  articles  of  incorporation  do not contain any such limitation.

The  Company's  articles  of  incorporation  provide  that  the  Company  shall
indemnify, to the maximum extent permitted by Colorado law, any person who is or
was a director, officer, agent, fiduciary or employee of the Company against any
claim,  liability  or  expense  arising  against or incurred by such person made
party to a proceeding because he is or was a director, officer, agent, fiduciary
or employee of the corporation or because he is or was serving another entity or
employee  benefit  plan  as  a  director,  officer,  partner, trustee, employee,

                                       2

<PAGE>


fiduciary or agent at the Company's request.  The Company shall further have the
authority  to  the  maximum  extent  permitted  by  Colorado law to purchase and
maintain  insurance  providing  such  indemnification.

The  Bylaws  of the Company provide that the Company shall indemnify any officer
and  director  against reasonably incurred expenses (including attorneys' fees),
judgments,  penalties,  fines (including any excise tax assessed with respect to
an  employee benefit plan) and amounts paid in settlement reasonably incurred by
him  in  connection  with such action, suit or proceeding if it is determined in
accordance  with  the  Bylaws  of  the Company that he conducted himself in good
faith and that he reasonably believed (i) in the case of conduct in his official
capacity with the Company, that his conduct was in the Company's best interests,
or  (ii)  in  all  other  cases (except criminal cases), that his conduct was at
least  not  opposed  to the Company's best interest, or (iii) in the case of any
criminal  proceeding, that he had no reasonable cause to believe his conduct was
unlawful.

No  indemnification  shall be made under the Bylaws of the Company to an officer
or  director  with  respect  to  any claim, issue or matter in connection with a
proceeding  by or in the right of a corporation in which the officer or director
was  adjudged  liable  to  the  corporation or in connection with any proceeding
charging  the  officer or director derived an improper personal benefit, whether
or not involving action in an official capacity, in which he was adjudged liable
on  the  basis  that  he  derived  an  improper  personal  benefit.  Further,
indemnification  under  the Bylaws in connection with a proceeding brought by or
in  the  right of the Company shall be limited to reasonable expenses, including
attorney's  fees,  incurred  in  connection  with  the  proceeding.

The Bylaws also provide that the Company shall indemnify any officer or director
who was wholly successful, on the merits or otherwise, in defense of any action,
suit,  or  proceeding  as  to which he was entitled to indemnification under the
Bylaws  against  expenses (including attorneys' fees) reasonably incurred by him
in  connection  with  the  proceeding without the necessity of any action by the
Company  other  than  the  determination in good faith that the defense has been
wholly  successful.


Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.


Item  8.          Exhibits.

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

5.1       Opinion  of  Anderson & Keil, independent legal counsel, regarding the
          due  authorization  and  valid issuance of the shares of Common Stock,
          with  consent  to  use.
10.1      Consulting  Agreement  between  the  Company  and  Arn  Schoch
10.2      Consulting Agreement between the Company and Charles Van Musscher
23.1      Consent  of  KPMG  LLP,  Independent  Auditors
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

<PAGE>


     (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)  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,
Destiny  Media  Technologies  Inc.,  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, British
Columbia  on  September  23,  2002.

                              DESTINY MEDIA TECHNOLOGIES INC.


                              By:  /s/ STEVE VESTERGAARD
                                   ______________________
                                   STEVE VESTERGAARD, Chairman
                                   (Principal Executive Officer)


                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and  appoints Steve
Vestergaard,  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/ STEVE VESTERGAARD       President  &  Director
________________________   (Principal Executive Officer)   September 23, 2002
STEVE VESTERGAARD          (Principal Accounting Officer)


/s/ ED KOLIC
________________________    Director                       September 23, 2002
ED KOLIC


/s/ WAYNE KOSHMAN
________________________    Director                       September 23, 2002
WAYNE KOSHMAN




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

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                         DESTINY MEDIA TECHNOLOGIES INC.
             (Exact Name of Registrant as Specified in Its Chapter)

       COLORADO                                   84-1516745
       --------                                   ----------
 (State of Incorporation)                       (I.R.S. Employer
                                               Identification No.)

                      1055 West Hastings Street, Suite 1040
                           Vancouver, British Columbia
                                 Canada  V6E 2E9
                            Telephone: (604) 609-7736
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                    INDIVIDUAL CONSULTANT AGREEMENTS BETWEEN
                    ----------------------------------------
                   THE CORPORATION AND TWO OF ITS CONSULTANTS
                   ------------------------------------------
                            (Full Title of the Plan)

    DESTINY MEDIA TECHNOLOGIES INC., Attention:  STEVE VESTERGAARD, Chairman
                      1055 West Hastings Street, Suite 1040
                           Vancouver, British Columbia
Canada  V6E 2E9
                            Telephone: (604) 609-7736
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                CALCULATION OF REGISTRATION FEE
======================================================================
TITLE                           PROPOSED    PROPOSED
OF                              MAXIMUM     MAXIMUM
SECURITIES                      OFFERING    AGGREGATE    AMOUNT OF
TO BE          AMOUNT TO BE     PRICE PER   OFFERING     REGISTRATION
REGISTERED (1) REGISTERED(1)(2) SHARE (3)   PRICE (3)    FEE (3)
----------------------------------------------------------------------
Common Stock      1,100,000     $0.10
$0.001 par value  Shares        Per Share   $110,000     $11
======================================================================
(1)  This  registration  statement  covers the common stock issuable pursuant to
     consultant  agreements  between  the  registrant and two of its consultants
     (the  "Consultant  Agreements").

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional  shares  of  common  stock  which  may become issuable under the
     consultant  agreements  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
     deemed  fair market value of $0.10 per common share of the common shares of
     the  Registrant  to  be  issued  pursuant to the Consultant Agreements. The
     Proposed  Aggregate  Maximum  Aggregate  Offering  Price  is  based  on the
     Proposed  Maximum Offering Price Per Share times the total number of shares
     of  Common  Stock to be registered. 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  Destiny  Media  Technologies  Inc.  (the
"Company"),  with  the  Securities  and  Exchange Commission are incorporated by
reference  into  this  Registration  Statement:

          (1)  The  Company's  Annual  Report  filed  on  Form  10-KSB  with the
               Securities  and  Exchange  Commission  on  November  29,  2001;

          (2)  The  Company's  Quarterly  Reports  on Form 10-QSB filed with the
               Securities and Exchange Commission on January 14, 2002, April 22,
               2002  and  July  15,  2002;

          (3)  All other reports filed by the Company pursuant to Sections 13(a)
               or  15(d)  of  the  Exchange  Act subsequent to the filing of the
               Company's  Annual  Report  with  the  Securities  and  Exchange
               Commission  on  November  29,  2001;

          (4)  The  description of the Company's Common Stock which is contained
               in  the  Company's  Form 10-SB Registration Statement, filed with
               the  Securities and Exchange Commission pursuant to Section 12(g)
               of  the  Securities  Exchange  Act  of  1934 (the "Exchange Act")
               originally  on November 23, 1999 and as amended through April 24,
               2000.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
of  1934.

                                       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.

Anderson  &  Keil,  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
Colorado  Business  Corporations Act (the "CBCA"), the Articles of Incorporation
and  the  Bylaws  of  the  Company.

Under  Article  7-109-102 of the CBCA, a corporation may indemnify an officer or
director  made  a  party to a proceeding because the person is or was a director
against  liability  incurred  in  the  proceeding  if:

(a)  The  person  conducted  himself  or  herself  in  good  faith;  and

(b)  The  person  reasonably  believed:

          (i)  In  the  case  of  conduct  in  an  official  capacity  with  the
               corporation,  that  his  or  her conduct was in the corporation's
               best  interests;  and

          (ii) In  all  other  cases,  that  his or her conduct was at least not
               opposed  to  the  corporation's  best  interests;  and

(c)  In  the case of any criminal proceeding, the person had no reasonable cause
     to  believe  his  or  her  conduct  was  unlawful.

A  corporation  may  not  indemnify  a  director  under  the  CBCA:

(a)  In  connection  with  a proceeding by or in the right of the corporation in
     which  the  director  as  adjudged  liable  to  the  corporation;  or

(b)  In  connection with any other proceeding charging that the director derived
     an  improper  personal  benefit,  whether  or  not  involving  action in an
     official  capacity, in which proceeding the director was adjudged liable on
     the  basis  that  he  or  she  derived  an  improper  personal  benefit.

Under  the  CBCA,  a  corporation  may  not  indemnify  a director under section
7-109-102  unless authorized in the specific case after a determination has been
made  that  indemnification  of the director is permissible in the circumstances
because  the  director  has  met  the  standard  of conduct set forth in section
7-109-102.

Under Article 7-109-103 of the CBCA, a corporation shall indemnify an officer or
director  who  was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the person was a party because the person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the  proceeding,  unless limited by the corporation's articles of incorporation.
The  Company's  articles  of  incorporation  do not contain any such limitation.

The  Company's  articles  of  incorporation  provide  that  the  Company  shall
indemnify, to the maximum extent permitted by Colorado law, any person who is or
was a director, officer, agent, fiduciary or employee of the Company against any
claim,  liability  or  expense  arising  against or incurred by such person made
party to a proceeding because he is or was a director, officer, agent, fiduciary
or employee of the corporation or because he is or was serving another entity or
employee  benefit  plan  as  a  director,  officer,  partner, trustee, employee,

                                       2
fiduciary or agent at the Company's request.  The Company shall further have the
authority  to  the  maximum  extent  permitted  by  Colorado law to purchase and
maintain  insurance  providing  such  indemnification.

The  Bylaws  of the Company provide that the Company shall indemnify any officer
and  director  against reasonably incurred expenses (including attorneys' fees),
judgments,  penalties,  fines (including any excise tax assessed with respect to
an  employee benefit plan) and amounts paid in settlement reasonably incurred by
him  in  connection  with such action, suit or proceeding if it is determined in
accordance  with  the  Bylaws  of  the Company that he conducted himself in good
faith and that he reasonably believed (i) in the case of conduct in his official
capacity with the Company, that his conduct was in the Company's best interests,
or  (ii)  in  all  other  cases (except criminal cases), that his conduct was at
least  not  opposed  to the Company's best interest, or (iii) in the case of any
criminal  proceeding, that he had no reasonable cause to believe his conduct was
unlawful.

No  indemnification  shall be made under the Bylaws of the Company to an officer
or  director  with  respect  to  any claim, issue or matter in connection with a
proceeding  by or in the right of a corporation in which the officer or director
was  adjudged  liable  to  the  corporation or in connection with any proceeding
charging  the  officer or director derived an improper personal benefit, whether
or not involving action in an official capacity, in which he was adjudged liable
on  the  basis  that  he  derived  an  improper  personal  benefit.  Further,
indemnification  under  the Bylaws in connection with a proceeding brought by or
in  the  right of the Company shall be limited to reasonable expenses, including
attorney's  fees,  incurred  in  connection  with  the  proceeding.

The Bylaws also provide that the Company shall indemnify any officer or director
who was wholly successful, on the merits or otherwise, in defense of any action,
suit,  or  proceeding  as  to which he was entitled to indemnification under the
Bylaws  against  expenses (including attorneys' fees) reasonably incurred by him
in  connection  with  the  proceeding without the necessity of any action by the
Company  other  than  the  determination in good faith that the defense has been
wholly  successful.

Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.

Item  8.          Exhibits.

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

5.1       Opinion  of  Anderson & Keil, independent legal counsel, regarding the
          due  authorization  and  valid issuance of the shares of Common Stock,
          with  consent  to  use.
10.1      Consulting  Agreement  between  the  Company  and  Arn  Schoch
10.2      Consulting Agreement between the Company and Charles Van Musscher
23.1      Consent  of  KPMG  LLP,  Independent  Auditors
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
(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)  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,
Destiny  Media  Technologies  Inc.,  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, British
Columbia  on  September  23,  2002.

                              DESTINY MEDIA TECHNOLOGIES INC.

                              By:  /s/ STEVE VESTERGAARD
                                   ______________________
                                   STEVE VESTERGAARD, Chairman
                                   (Principal Executive Officer)

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and  appoints Steve
Vestergaard,  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/ STEVE VESTERGAARD       President  &  Director
________________________   (Principal Executive Officer)   September 23, 2002
STEVE VESTERGAARD          (Principal Accounting Officer)

/s/ ED KOLIC
________________________    Director                       September 23, 2002
ED KOLIC

/s/ WAYNE KOSHMAN
________________________    Director                       September 23, 2002
WAYNE KOSHMAN

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