<Page>

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

                       REGISTRATION STATEMENT
                              UNDER
                      THE SECURITIES ACT OF 1933
                        ----------------------

                    COOL CAN TECHNOLOGIES, INC.
      (Exact Name of Registrant as Specified in Its Chapter)

     Minnesota                                           95-4705831
     ---------                                           -----------
(State of Incorporation)                             (I.R.S. Employer
                                                     Identification No.)

         4505 Las Virgenes Road, Suite 206, Calabasas, CA 91302
                       Telephone: (604) 688-8619
                       -------------------------
     (Address and Telephone Number of Principal Executive Offices)

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

    Cool Can Technologies, Inc., Attention:  Bruce Leitch, President
         4505 Las Virgenes Road, Suite 206, Calabasas, CA 91302
                       Telephone: (604) 688-8619
                       -------------------------
          (Name, Address and Telephone Number of Agent for Service)

                    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 (2)   SHARE (3)   PRICE (3)    FEE
----------------------------------------------------------------------
Common
Stock
no par         3,600,000         $0.52      $1,872,000   $468
value          Shares            Per Share
----------------------------------------------------------------------
(1)  This registration statement covers the common stock issuable
upon the exercise of options issued under our 2000 Stock Option
Plan to employees 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 $0.60 per share of
outstanding options to purchase 2,500,000 shares that have been
issued under our 2000 Stock Option Plan; (ii) the exercise price of
$0.31 per share of outstanding options to purchase 1,050,000 shares
that have been issued under our 2000 Stock Option Plan; (iii) the
market price of our common stock of $0.41 per share as of October
4, 2001 with respect of the remaining options to purchase 50,000
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)(l) 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 Cool Can Technologies, 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 October 2, 2001;

(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
     Form 10-KSB Annual Report referred to in (1) above;

(3)  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
     August 26, 1999 and as amended through February 29, 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.

<Page>

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.

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.

Charles Clayton, Attorney, independent counsel, has provided an
opinion regarding the due authorization and valid issuance of the
shares of Common Stock issuable upon exercise of the options.

Item 6.  Indemnification of Directors and Officers.

The by-laws of the Company provide that the Company shall indemnify
the officers and directors of the Company in such manner, under such
circumstances and to the extent required by Section 302A.521 of the
Minnesota Statutes.

Section 302A.521 of the Minnesota Statues provides that the Company
shall indemnify an officer or director made or threatened to be made
a party to a proceeding by reason of the former or present official
capacity of the person as an officer or director against judgments,
penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to any employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:

  (1)  Has not been indemnified by another organization or employee benefit
       plan for the same judgments, penalties, fines, including, without
       limitation, excise taxes assessed against the person with respect to
       an employee benefit plan, settlements, and reasonable expenses,
       including attorneys' fees and disbursements, incurred by the person
       in connection with the proceeding with respect to the same
       acts or omissions;

  (2)  Acted in good faith;

  (3)  Received no improper personal benefit;

  (4)  In the case of a criminal proceeding, had no reasonable cause to
       believe the conduct was unlawful; and

  (5)  In the case of acts or omissions occurring in the official capacity
       as an officer or

                                2
<Page>

       director, reasonably believed that the conduct was in the
       best interests of the Company, or in the case of acts or
       omissions occurring as a result of the officer or director serving
       at the request of the Company as an officer, director, partner,
       trustee, employee or agent of another organization or employee
       benefit plan, reasonably believed that the conduct was not opposed to
       the best interests of the Company.  If the person's acts or omissions
       complained of in the proceeding relate to conduct as a director,
       officer, trustee, employee, or agent of an employee benefit plan,
       the conduct is not considered to be opposed to the best interests of
       the Company if the person reasonably believed that the conduct was in
       the best interests of the participants or beneficiaries of the
       employee benefit plan.

If an officer or director of the Company is made or threatened to be
made a party to a proceeding, the person is entitled, upon written
request to the Company, to payment or reimbursement by the
corporation of reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the corporation of
a written affirmation by the person of a good faith belief that the
criteria for indemnification by the Company have been satisfied and a
written undertaking by the person to repay all amounts so paid or
reimbursed by the Company, if it is ultimately determined that the
criteria for indemnification have not been satisfied, and (b) after a
determination that the facts then known to those making the
determination would not preclude indemnification.

All determinations whether indemnification of an officer or director
by the Company is required  because the criteria for indemnification
have been satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of a
proceeding shall be made:

  (1)  by the board by a majority of a quorum, if the directors who are at
       the time parties to the proceeding are not counted for determining
       either a majority or the presence of a quorum;

  (2)  if a quorum under clause (1) cannot be obtained, by a majority of a
       committee of the board, consisting solely of two or more directors
       not at the time parties to the proceeding, duly designated to act in
       the matter by a majority of the full board including directors who
       are parties;

  (3)  if a determination is not made under clause (1) or (2), by special
       legal counsel, selected either by a majority of the board or a
       committee by vote pursuant to clause (1) or (2) or, if the requisite
       quorum of the full board cannot be obtained and  the committee cannot
       be established, by a majority of the full board including directors
       who are parties;

  (4)  if a determination is not made under clauses (1) to (3), by the
       affirmative vote of the shareholders of the Company, but the shares
       held by parties to the proceeding must not be counted in determining
       the presence of a quorum and are not considered to be present and
       entitled to vote on the determination; or

  (5)  if an adverse determination is made under clauses (1) to (4), or if
       no determination is made under clauses (1) to (4) within 60 days
       after (i) the later to occur of the termination

                                3
<Page>

       of a proceeding or a written request for indemnification to the
       corporation or (ii) a written request for an advance of expenses, as
       the case may be, by a court in the State of Minnesota, which may be
       the same court in which the proceeding involving the person's
       liability took place, upon application of the person and any notice
       the court requires.

The Company may purchase and maintain insurance on behalf of an
officer or director in that person's official capacity as an officer
or director against any liability asserted against and incurred by
the person in or arising from that capacity, whether or not the
Company would have been required to indemnify the person against the
liability under the provisions of Section 302A.51 of the Minnesota
Statutes.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

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

4.1   Stock Option Plan
5.1   Opinion of Charles Clayton, Attorney regarding the due authorization
      and valid issuance of the shares of Common Stock issuable upon exercise
      of the options with consent to use.
23.1  Consent of Virchow, Krause & Company, LLP, Independent Auditors
24.1  Power of Attorney (included on the signature page of this registration
      statement).

                                4
<Page>

Item 9.  Undertakings.

The Company hereby undertakes:

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)  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


                                5
<Page>

     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.


                                6
<Page>

                            SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the
registrant, Cool Can 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
this 3rd day of October, 2001.

                                   COOL CAN TECHNOLOGIES, INC.

                                   By:  /s/ Bruce Leitch
                                      -----------------------------
                                      Bruce Leitch, President
                                     (Principal Executive Officer)
                                     (Principal Accounting Officer)


                        POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Bruce Leitch, 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
---------                      -----                          ----
                               President & Director
/s/ BRUCE LEITCH              (Principal Executive Officer)   October 3, 2001
---------------------------   (Principal Accounting Officer)
BRUCE LEITCH

/s/ JERRY MCNAB                Director                       October 3, 2001
---------------------------
JERRY MCNABB

                                7
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SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                               FORM S-8

                       REGISTRATION STATEMENT
                              UNDER
                      THE SECURITIES ACT OF 1933
                        ----------------------

                    COOL CAN TECHNOLOGIES, INC.
      (Exact Name of Registrant as Specified in Its Chapter)

     Minnesota                                           95-4705831
     ---------                                           -----------
(State of Incorporation)                             (I.R.S. Employer
                                                     Identification No.)

         4505 Las Virgenes Road, Suite 206, Calabasas, CA 91302
                       Telephone: (604) 688-8619
                       -------------------------
     (Address and Telephone Number of Principal Executive Offices)

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

    Cool Can Technologies, Inc., Attention:  Bruce Leitch, President
         4505 Las Virgenes Road, Suite 206, Calabasas, CA 91302
                       Telephone: (604) 688-8619
                       -------------------------
          (Name, Address and Telephone Number of Agent for Service)

                    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 (2)   SHARE (3)   PRICE (3)    FEE
----------------------------------------------------------------------
Common
Stock
no par         3,600,000         $0.52      $1,872,000   $468
value          Shares            Per Share
----------------------------------------------------------------------
(1)  This registration statement covers the common stock issuable
upon the exercise of options issued under our 2000 Stock Option
Plan to employees 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 $0.60 per share of
outstanding options to purchase 2,500,000 shares that have been
issued under our 2000 Stock Option Plan; (ii) the exercise price of
$0.31 per share of outstanding options to purchase 1,050,000 shares
that have been issued under our 2000 Stock Option Plan; (iii) the
market price of our common stock of $0.41 per share as of October
4, 2001 with respect of the remaining options to purchase 50,000
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)(l) 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 Cool Can Technologies, 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 October 2, 2001;

(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
     Form 10-KSB Annual Report referred to in (1) above;

(3)  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
     August 26, 1999 and as amended through February 29, 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.

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.

Charles Clayton, Attorney, independent counsel, has provided an
opinion regarding the due authorization and valid issuance of the
shares of Common Stock issuable upon exercise of the options.

Item 6.  Indemnification of Directors and Officers.

The by-laws of the Company provide that the Company shall indemnify
the officers and directors of the Company in such manner, under such
circumstances and to the extent required by Section 302A.521 of the
Minnesota Statutes.

Section 302A.521 of the Minnesota Statues provides that the Company
shall indemnify an officer or director made or threatened to be made
a party to a proceeding by reason of the former or present official
capacity of the person as an officer or director against judgments,
penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to any employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:

  (1)  Has not been indemnified by another organization or employee benefit
       plan for the same judgments, penalties, fines, including, without
       limitation, excise taxes assessed against the person with respect to
       an employee benefit plan, settlements, and reasonable expenses,
       including attorneys' fees and disbursements, incurred by the person
       in connection with the proceeding with respect to the same
       acts or omissions;

  (2)  Acted in good faith;

  (3)  Received no improper personal benefit;

  (4)  In the case of a criminal proceeding, had no reasonable cause to
       believe the conduct was unlawful; and

  (5)  In the case of acts or omissions occurring in the official capacity
       as an officer or

                                2
director, reasonably believed that the conduct was in the
       best interests of the Company, or in the case of acts or
       omissions occurring as a result of the officer or director serving
       at the request of the Company as an officer, director, partner,
       trustee, employee or agent of another organization or employee
       benefit plan, reasonably believed that the conduct was not opposed to
       the best interests of the Company.  If the person's acts or omissions
       complained of in the proceeding relate to conduct as a director,
       officer, trustee, employee, or agent of an employee benefit plan,
       the conduct is not considered to be opposed to the best interests of
       the Company if the person reasonably believed that the conduct was in
       the best interests of the participants or beneficiaries of the
       employee benefit plan.

If an officer or director of the Company is made or threatened to be
made a party to a proceeding, the person is entitled, upon written
request to the Company, to payment or reimbursement by the
corporation of reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the corporation of
a written affirmation by the person of a good faith belief that the
criteria for indemnification by the Company have been satisfied and a
written undertaking by the person to repay all amounts so paid or
reimbursed by the Company, if it is ultimately determined that the
criteria for indemnification have not been satisfied, and (b) after a
determination that the facts then known to those making the
determination would not preclude indemnification.

All determinations whether indemnification of an officer or director
by the Company is required  because the criteria for indemnification
have been satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of a
proceeding shall be made:

  (1)  by the board by a majority of a quorum, if the directors who are at
       the time parties to the proceeding are not counted for determining
       either a majority or the presence of a quorum;

  (2)  if a quorum under clause (1) cannot be obtained, by a majority of a
       committee of the board, consisting solely of two or more directors
       not at the time parties to the proceeding, duly designated to act in
       the matter by a majority of the full board including directors who
       are parties;

  (3)  if a determination is not made under clause (1) or (2), by special
       legal counsel, selected either by a majority of the board or a
       committee by vote pursuant to clause (1) or (2) or, if the requisite
       quorum of the full board cannot be obtained and  the committee cannot
       be established, by a majority of the full board including directors
       who are parties;

  (4)  if a determination is not made under clauses (1) to (3), by the
       affirmative vote of the shareholders of the Company, but the shares
       held by parties to the proceeding must not be counted in determining
       the presence of a quorum and are not considered to be present and
       entitled to vote on the determination; or

  (5)  if an adverse determination is made under clauses (1) to (4), or if
       no determination is made under clauses (1) to (4) within 60 days
       after (i) the later to occur of the termination

                                3
of a proceeding or a written request for indemnification to the
       corporation or (ii) a written request for an advance of expenses, as
       the case may be, by a court in the State of Minnesota, which may be
       the same court in which the proceeding involving the person's
       liability took place, upon application of the person and any notice
       the court requires.

The Company may purchase and maintain insurance on behalf of an
officer or director in that person's official capacity as an officer
or director against any liability asserted against and incurred by
the person in or arising from that capacity, whether or not the
Company would have been required to indemnify the person against the
liability under the provisions of Section 302A.51 of the Minnesota
Statutes.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

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

4.1   Stock Option Plan
5.1   Opinion of Charles Clayton, Attorney regarding the due authorization
      and valid issuance of the shares of Common Stock issuable upon exercise
      of the options with consent to use.
23.1  Consent of Virchow, Krause & Company, LLP, Independent Auditors
24.1  Power of Attorney (included on the signature page of this registration
      statement).

                                4
Item 9.  Undertakings.

The Company hereby undertakes:

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)  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

                                5
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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, Cool Can 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
this 3rd day of October, 2001.

                                   COOL CAN TECHNOLOGIES, INC.

                                   By:  /s/ Bruce Leitch
                                      -----------------------------
                                      Bruce Leitch, President
                                     (Principal Executive Officer)
                                     (Principal Accounting Officer)

                        POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Bruce Leitch, 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
---------                      -----                          ----
                               President & Director
/s/ BRUCE LEITCH              (Principal Executive Officer)   October 3, 2001
---------------------------   (Principal Accounting Officer)
BRUCE LEITCH

/s/ JERRY MCNAB                Director                       October 3, 2001
---------------------------
JERRY MCNABB

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