<PAGE>

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

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                               MEGAPRO TOOLS INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        NEVADA                                       91-2037081
        ------                                       ----------
(State of Incorporation)                             (I.R.S. Employer
                                                     Identification No.)

                          Suite 5, 5492 Production Boulevard
                           Surrey, British Columbia V3S 8P5
                             Telephone: 604-533-1777
                             -----------------------
          (Address and Telephone Number of Principal Executive Offices)

                             2000 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

           MegaPro Tools Inc., Attention:  Mr. Neil Morgan, President
                          Suite 5, 5492 Production Boulevard
                           Surrey, British Columbia V3S 8P5
                             Telephone: 604-533-1777
                             -----------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE


--------------------------------------------------------------------------------
                                     Proposed       Proposed
                                     Maximum        Maximum
   Title of                          Offering       Aggregate        Amount of
Securities to be   Amount to be      Price Per      Offering       Registration
 Registered (1)    Registered (2)    Share (3)      Price (3)           Fee
--------------------------------------------------------------------------------
Common Stock          950,000         $2.47        $2,349,200           $217
$0.001 par value      Shares         Per Share
--------------------------------------------------------------------------------

(1)     This  registration  statement  covers the common stock issuable upon the
exercise  of  options granted and to be granted under our 2000 Stock Option Plan
to  directors,  officers,  employees and eligible consultants of the registrant.

(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:  (i)  the  exercise  price  of  $0.85  per share of outstanding options to
purchase  130,000 shares that have been issued under our 2000 Stock Option Plan;
(ii)  the  exercise  price of $1.50 per share of outstanding options to purchase
50,000  shares  that  have been issued under our 2000 Stock Option Plan (ii) the
market  price  of  our common stock of $2.81 per share as of April 29, 2002 with
respect  of the remaining options to purchase 770,000 shares that may be granted
pursuant  to  our  2000  Stock  Option  Plan.  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 & Company
                         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 MegaPro Tools Inc. (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  April  1,  2002;

     (2)  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  on  Form  10-KSB  with  the  Securities  and  Exchange
          Commission  on  April  1,  2002;

     (3)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  Form  SB-2  Registration  Statement,  filed  with  the
          Securities  and  Exchange  Commission pursuant to Section 12(g) of the
          Securities  Act  of  1933  originally  on  July 3, 2000 and as amended
          through  April  23,  2001.

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.

Item  5.          Interests  of  Named  Experts  and  Counsel.

                                       1
<PAGE>

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  &  Company, 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  Articles  of  Incorporation  provide  that  the  Company will indemnify its
officers, directors, legal representative, and persons serving at the request of
the  Company  as  a  director  or  officer  of  another  corporation,  or as its
representative in a partnership, joint venture, trust or other enterprise to the
fullest extent legally permissible under the laws of the State of Nevada against
all  expenses,  liability  and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
that  person  as  a  result  of  that  connection to the Company.  This right of
indemnification  under the Articles is a contract right which may be enforced in
any  manner  by  such person and extends for such persons benefit to all actions
undertaken  on  behalf  of  the  Company.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers  to  the  fullest  extent  not prohibited by Nevada 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 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

                                       2
<PAGE>

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 Company, 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  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 & Company, LLC, independent legal counsel, regarding the
        due authorization and valid issuance of the shares of Common Stock, with
        consent to  use.
10.1    2000  Stock  Option  Plan
23.1    Consent  of  BDO  Dunwoody  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)  To  include  any material information with respect to the plan of
               distribution  not


                                       3
<PAGE>

               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,
MegaPro  Tools 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  Blaine,  Washington,  on  April  29, 2002.

                              MEGAPRO  TOOLS  INC.


                              By: /s/ NEIL MORGAN
                                  ______________________
                                  NEIL MORGAN,  President
                                  (Principal  Executive  Officer)
                                  (Principal  Accounting  Officer)


                                POWER OF ATTORNEY

Each  person whose signature appears below constitutes and appoints Neil Morgan,
President  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/ NEIL MORGAN            President  &  Director
________________________  (Principal Executive Officer)     April  29, 2002
NEIL MORGAN               (Principal Accounting Officer)

/s/ JOSEPH PISCITELLI
________________________   Director                         April  29,  2002
JOSEPH PISCITELLI



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

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                               MEGAPRO TOOLS INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        NEVADA                                       91-2037081
        ------                                       ----------
(State of Incorporation)                             (I.R.S. Employer
                                                     Identification No.)

                          Suite 5, 5492 Production Boulevard
                           Surrey, British Columbia V3S 8P5
                             Telephone: 604-533-1777
                             -----------------------
          (Address and Telephone Number of Principal Executive Offices)

                             2000 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

           MegaPro Tools Inc., Attention:  Mr. Neil Morgan, President
                          Suite 5, 5492 Production Boulevard
                           Surrey, British Columbia V3S 8P5
                             Telephone: 604-533-1777
                             -----------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                     Proposed       Proposed
                                     Maximum        Maximum
   Title of                          Offering       Aggregate        Amount of
Securities to be   Amount to be      Price Per      Offering       Registration
 Registered (1)    Registered (2)    Share (3)      Price (3)           Fee
--------------------------------------------------------------------------------
Common Stock          950,000         $2.47        $2,349,200           $217
$0.001 par value      Shares         Per Share
--------------------------------------------------------------------------------

(1)     This  registration  statement  covers the common stock issuable upon the
exercise  of  options granted and to be granted under our 2000 Stock Option Plan
to  directors,  officers,  employees and eligible consultants of the registrant.

(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:  (i)  the  exercise  price  of  $0.85  per share of outstanding options to
purchase  130,000 shares that have been issued under our 2000 Stock Option Plan;
(ii)  the  exercise  price of $1.50 per share of outstanding options to purchase
50,000  shares  that  have been issued under our 2000 Stock Option Plan (ii) the
market  price  of  our common stock of $2.81 per share as of April 29, 2002 with
respect  of the remaining options to purchase 770,000 shares that may be granted
pursuant  to  our  2000  Stock  Option  Plan.  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 & Company
                         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 MegaPro Tools Inc. (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  April  1,  2002;

     (2)  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  on  Form  10-KSB  with  the  Securities  and  Exchange
          Commission  on  April  1,  2002;

     (3)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  Form  SB-2  Registration  Statement,  filed  with  the
          Securities  and  Exchange  Commission pursuant to Section 12(g) of the
          Securities  Act  of  1933  originally  on  July 3, 2000 and as amended
          through  April  23,  2001.

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.

Item  5.          Interests  of  Named  Experts  and  Counsel.

                                       1
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  &  Company, 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  Articles  of  Incorporation  provide  that  the  Company will indemnify its
officers, directors, legal representative, and persons serving at the request of
the  Company  as  a  director  or  officer  of  another  corporation,  or as its
representative in a partnership, joint venture, trust or other enterprise to the
fullest extent legally permissible under the laws of the State of Nevada against
all  expenses,  liability  and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
that  person  as  a  result  of  that  connection to the Company.  This right of
indemnification  under the Articles is a contract right which may be enforced in
any  manner  by  such person and extends for such persons benefit to all actions
undertaken  on  behalf  of  the  Company.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers  to  the  fullest  extent  not prohibited by Nevada 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 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

                                       2
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 Company, 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  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 & Company, LLC, independent legal counsel, regarding the
        due authorization and valid issuance of the shares of Common Stock, with
        consent to  use.
10.1    2000  Stock  Option  Plan
23.1    Consent  of  BDO  Dunwoody  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)  To  include  any material information with respect to the plan of
               distribution  not

                                       3
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,
MegaPro  Tools 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  Blaine,  Washington,  on  April  29, 2002.

                              MEGAPRO  TOOLS  INC.

                              By: /s/ NEIL MORGAN
                                  ______________________
                                  NEIL MORGAN,  President
                                  (Principal  Executive  Officer)
                                  (Principal  Accounting  Officer)

                                POWER OF ATTORNEY

Each  person whose signature appears below constitutes and appoints Neil Morgan,
President  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/ NEIL MORGAN            President  &  Director
________________________  (Principal Executive Officer)     April  29, 2002
NEIL MORGAN               (Principal Accounting Officer)

/s/ JOSEPH PISCITELLI
________________________   Director                         April  29,  2002
JOSEPH PISCITELLI

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