UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)


     BRITISH COLUMBIA, CANADA                          75-2712845
     ------------------------                          ----------
  (State or other jurisdiction of              (IRS Employer incorporation
          or organization)                           Identification No.)

                P. O. BOX 1629, 1301 AVENUE M, CISCO, TEXAS 76437
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. 2008 STOCK COMPENSATION PLAN
       -------------------------------------------------------------------
                            (Full title of the plan)

                                  ROBERT KAMON
                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                                 P. O. BOX 1629
                               CISCO, TEXAS 76437
                     (Name and address of agent for service)

                                 (254) 442-2638
          (Telephone number, included area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                     Accelerated filer           [ ]
Non-accelerated filer   [ ]                     Smaller Reporting Company   [x]
<PAGE>



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                 Proposed             Proposed
     Title of                                     maximum              maximum             Amount of
    securities            Amount to be        offering price          aggregate          registration
 to be registered          registered            per share         offering price             fee
-------------------     ----------------     ----------------    ------------------    -----------------
<S>                         <C>                   <C>             <C>                   <C>
Common Stock                1,000,000             $0.25(1)         $ 250,000(1)            $9.83(2)
No Par Value

(1)     Solely for the purpose of computing the registration fee in accordance
        with Rule 457(h), the offering price shown is based on the average of
        the high ($0.25) and low ($0.25) prices for the registrant's common
        stock as reported on the OTC Bulletin Board on July 16, 2008.

(2)     Calculated under Section 6(b) of the Securities Act as .0000393 of
        $250,000.
</TABLE>




<PAGE>



          PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Documents containing the information specified by Part I will be sent or given
to participants in the 2008 Stock Compensation Plan as specified by Rule
428(b)(1) under the Securities Act of 1933. Those documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated by reference in this registration statement:

     (1)    The Company's Annual Report on Form 10-KSB for the year ended
            December 31, 2007;

     (2)    The Company's Quarterly Report on Form 10-QSB for the quarter ended
            March 31, 2008; and

     (3)    The description of the Company's common stock, no par value,
            contained in the Company's Registration Statement on Form 10-SB
            filed on April 6, 1999, including any further amendments or reports
            filed for the purpose of updating such description.

All documents filed by the Company subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby have been sold or which
deregisters any securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Any statement contained herein or in a document incorporated by reference in
this registration statement 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 document that also is or is deemed to
be incorporated by reference herein, modifies and 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.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the securities offered pursuant to this Registration Statement
has been passed on by Howard B. Siegel. Mr. Siegel, a director of the
registrant, is a shareholder of the Company's common stock.
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant is a British Columbia, Canadian corporation. The Business
Corporations Act (British Columbia), or BCBCA contains provisions for the
indemnification and insurance of directors, officers, employees, fiduciaries and
agents of a British Columbia corporation against liabilities which they may
incur in their capacities as such. Those provisions have the following general
effects:

     o    indemnify an eligible party against all eligible penalties, which
          include judgments, penalties or fines awarded or imposed in, or
          amounts paid in settlement of, an eligible proceeding, to which the
          eligible party is or may be liable; and/or

     o    after the final disposition of an eligible proceeding, pay the
          expenses (which includes legal fees but excludes judgments, penalties,
          fines or amounts paid in settlement of a proceeding) actually and
          reasonably incurred by an eligible party in respect of that
          proceeding.

However, after the final disposition of an eligible proceeding, a company is
required to pay expenses actually and reasonably incurred by an eligible party
in respect of that proceeding if the eligible party has not been reimbursed for
those expenses, and is wholly successful, on the merits or otherwise, or is
substantially successful on the merits, in the outcome of the proceeding. The
BCBCA also provides that a company may pay the expenses as they are incurred in
advance of the final disposition of an eligible proceeding if the company first
receives from the eligible party a written undertaking that, if it is ultimately
determined that the payment of expenses is prohibited under the BCBCA, the
eligible party will repay the amounts advanced.

For the purpose of the BCBCA, an "eligible person", in relation to a company,
means an individual who: (1) is or was a director or officer of the company; (2)
is or was a director of another corporation at the time when the corporation is
or was an affiliate of the company, or at the request of the company; or (3) at
the request of the company, is or was, or holds or held a position equivalent to
that of, a director or officer of a partnership, trust, joint venture or other
unincorporated entity, and includes, with some exceptions, the heirs and
personal or other legal representatives of that individual.

An "eligible proceeding" under the BCBCA is one in which an eligible party or
any of the heirs and personal or other legal representatives of the eligible
party, by reason of the eligible party being or having been a director or
officer of, or holding or having held a position equivalent to that of a
director or officer of, the company or an associated corporation is or may be
joined as a party, or is or may be liable for or in respect of a judgment,
penalty or fine in, or expenses related to, the proceeding. A proceeding
includes any legal proceeding or investigative action, whether current,
threatened, pending or completed.
<PAGE>


Notwithstanding the foregoing, the BCBCA prohibits indemnifying an eligible
party or paying the expenses of an eligible party:

     o    if the indemnity or payment is made under an earlier agreement to
          indemnify or pay expenses and, at the time that the agreement was
          made, the company was prohibited from giving the indemnity or paying
          the expenses by its memorandum or articles;

     o    if the indemnity or payment is made otherwise than under an earlier
          agreement and, at the time that the indemnity or payment is made, the
          company is prohibited from giving the indemnity or paying the expenses
          by its memorandum or articles;

o        if, in relation to the subject matter of the eligible proceeding, the
         eligible party did not act honestly and in good faith with a view to
         the best interests of the company or the associated corporation; or

o        in the case of an eligible proceeding other than a civil proceeding, if
         the eligible party did not have reasonable grounds for believing that
         the eligible party's conduct in respect of which the proceeding was
         brought was lawful.

Additionally, if an eligible proceeding is brought against an eligible party by
or on behalf of the company or an associated corporation, the company must not
indemnify the eligible party or pay the expenses of the eligible party in
respect of the proceeding.

Whether or not payment of expenses or indemnification has been sought,
authorized or declined under the BCBCA, on the application of a company or an
eligible party, the Supreme Court of British Columbia may do one or more of the
following: (1) order a company to indemnify an eligible party against any
liability incurred by the eligible party in respect of an eligible proceeding;
(2) order a company to pay some or all of the expenses incurred by an eligible
party in respect of an eligible proceeding; (3) order the enforcement of, or any
payment under, an agreement of indemnification entered into by a company; (4)
order a company to pay some or all of the expenses actually and reasonably
incurred by any person in obtaining an order under this section; or (5) make any
other order the court considers appropriate.
<PAGE>


Part 20 of the registrant's Articles of Incorporation reads as follows:

                                     PART 20
          INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

20.1 Indemnification of Directors. Subject to the provisions of the Company Act,
the Directors shall cause the Company to indemnify a Director or former Director
of the Company and the Directors may cause the Company to indemnify a Director
or former Director of a corporation of which the Company is or was a member and
the heirs and personal representatives of any such person against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them including an amount
paid to settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a Director of the Company or a Director of
such corporation, including any action brought by the Company or any such
corporation. Each Director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.

20.2 Indemnification of Officers, Employees, Agents. Subject to the provisions
of the Company Act, the Directors may cause the Company to indemnify any
Officer, employee or agent of the Company or of a corporation of which the
Company is or was a member (notwithstanding that he is also a Director) and his
heirs and personal representatives against all costs, charges and expenses
whatsoever incurred by him or them and resulting from his acting as an Officer,
employee or agent of the Company or such corporation. In addition the Company
shall indemnify the Secretary or an Assistant Secretary of the Company (if he
shall not be a full time employee of the Company and notwithstanding that he is
also a Director) and his respective heirs and legal representatives against all
costs, charges and expenses whatsoever incurred by him or them and arising out
of the functions assigned to the Secretary by the Company Act or these Articles
and each such Secretary and Assistant Secretary shall on being appointed be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.

20.3 Indemnification not Invalidated by Noncompliance. The failure of a Director
or Officer of the Company to comply with the provisions of the Company Act or of
the Memorandum or these Articles shall not invalidate any indemnity to which he
is entitled under this Part.

20.4 Company May Purchase Insurance. The Directors may cause the Company to
purchase and maintain insurance for the benefit of any person who is or was
serving as a Director, Officer, employee or agent of the Company or as a
Director, Officer, employee or agent of any corporation of which the Company is
or was a member and his heirs or personal representatives against any liability
incurred by him as such Director, Officer, employee or agent.
<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The following exhibits are furnished as part of this registration statement:

       Exhibit No.        Description
       -------------      -------------

            5.1           Opinion of Howard B. Siegel Attorney-at-Law
           23.1           Consent of Killman, Murrell & Company, P.C.
           24.1           Power of Attorney (included on signature page hereof)
           99.1           Australian-Canadian Oil Royalties Ltd. 2008 Stock
                          Compensation Plan

ITEM 9.  UNDERTAKINGS.

         (a) Rule 415 Offering. The undersigned registrant hereby undertakes:

     1)   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material information with respect to the plan of distribution not
          previously disclosed in the registration statement or any material
          change to such information in the registration statement;

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

     3)   To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.
<PAGE>


         (b) Filings incorporating subsequent Exchange Act documents. The
         undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be 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) Filing of registration statement on Form S-8. Insofar as
         indemnification for liabilities arising under the Securities Act of
         1933 may be permitted to directors, officers and controlling persons of
         the registrant pursuant to any provision or arrangement whereby the
         registrant may indemnify a director, officer or controlling person of
         the registrant against liabilities arising under the Securities Act, or
         otherwise, the registrant 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 registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Westbury, State of New York on July 28, 2008.

                                  AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.


                                  By:   /S/  BERNARD LIPTON
                                       --------------------------------
                                           Bernard Lipton
                                           Principal Financial Officer


<PAGE>


                                INDEX TO EXHIBITS





       Exhibit No.        Description
       -------------      -------------

            5.1           Opinion of Howard B. Siegel Attorney-at-Law
           23.1           Consent of Killman, Murrell & Company, P.C.
           24.1           Power of Attorney (included on signature page hereof)
           99.1           Australian-Canadian Oil Royalties Ltd. 2008 Stock
                          Compensation Plan
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

     BRITISH COLUMBIA, CANADA                          75-2712845
     ------------------------                          ----------
  (State or other jurisdiction of              (IRS Employer incorporation
          or organization)                           Identification No.)

                P. O. BOX 1629, 1301 AVENUE M, CISCO, TEXAS 76437
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. 2008 STOCK COMPENSATION PLAN
       -------------------------------------------------------------------
                            (Full title of the plan)

                                  ROBERT KAMON
                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.
                                 P. O. BOX 1629
                               CISCO, TEXAS 76437
                     (Name and address of agent for service)

                                 (254) 442-2638
          (Telephone number, included area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                     Accelerated filer           [ ]
Non-accelerated filer   [ ]                     Smaller Reporting Company   [x]
CALCULATION OF REGISTRATION FEE

                                                 Proposed             Proposed
     Title of                                     maximum              maximum             Amount of
    securities            Amount to be        offering price          aggregate          registration
 to be registered          registered            per share         offering price             fee
-------------------     ----------------     ----------------    ------------------    -----------------
Common Stock                1,000,000             $0.25(1)         $ 250,000(1)            $9.83(2)
No Par Value

(1)     Solely for the purpose of computing the registration fee in accordance
        with Rule 457(h), the offering price shown is based on the average of
        the high ($0.25) and low ($0.25) prices for the registrant's common
        stock as reported on the OTC Bulletin Board on July 16, 2008.

(2)     Calculated under Section 6(b) of the Securities Act as .0000393 of
        $250,000.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Documents containing the information specified by Part I will be sent or given
to participants in the 2008 Stock Compensation Plan as specified by Rule
428(b)(1) under the Securities Act of 1933. Those documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated by reference in this registration statement:

     (1)    The Company's Annual Report on Form 10-KSB for the year ended
            December 31, 2007;

     (2)    The Company's Quarterly Report on Form 10-QSB for the quarter ended
            March 31, 2008; and

     (3)    The description of the Company's common stock, no par value,
            contained in the Company's Registration Statement on Form 10-SB
            filed on April 6, 1999, including any further amendments or reports
            filed for the purpose of updating such description.

All documents filed by the Company subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby have been sold or which
deregisters any securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Any statement contained herein or in a document incorporated by reference in
this registration statement 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 document that also is or is deemed to
be incorporated by reference herein, modifies and 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.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the securities offered pursuant to this Registration Statement
has been passed on by Howard B. Siegel. Mr. Siegel, a director of the
registrant, is a shareholder of the Company's common stock.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant is a British Columbia, Canadian corporation. The Business
Corporations Act (British Columbia), or BCBCA contains provisions for the
indemnification and insurance of directors, officers, employees, fiduciaries and
agents of a British Columbia corporation against liabilities which they may
incur in their capacities as such. Those provisions have the following general
effects:

     o    indemnify an eligible party against all eligible penalties, which
          include judgments, penalties or fines awarded or imposed in, or
          amounts paid in settlement of, an eligible proceeding, to which the
          eligible party is or may be liable; and/or

     o    after the final disposition of an eligible proceeding, pay the
          expenses (which includes legal fees but excludes judgments, penalties,
          fines or amounts paid in settlement of a proceeding) actually and
          reasonably incurred by an eligible party in respect of that
          proceeding.

However, after the final disposition of an eligible proceeding, a company is
required to pay expenses actually and reasonably incurred by an eligible party
in respect of that proceeding if the eligible party has not been reimbursed for
those expenses, and is wholly successful, on the merits or otherwise, or is
substantially successful on the merits, in the outcome of the proceeding. The
BCBCA also provides that a company may pay the expenses as they are incurred in
advance of the final disposition of an eligible proceeding if the company first
receives from the eligible party a written undertaking that, if it is ultimately
determined that the payment of expenses is prohibited under the BCBCA, the
eligible party will repay the amounts advanced.

For the purpose of the BCBCA, an "eligible person", in relation to a company,
means an individual who: (1) is or was a director or officer of the company; (2)
is or was a director of another corporation at the time when the corporation is
or was an affiliate of the company, or at the request of the company; or (3) at
the request of the company, is or was, or holds or held a position equivalent to
that of, a director or officer of a partnership, trust, joint venture or other
unincorporated entity, and includes, with some exceptions, the heirs and
personal or other legal representatives of that individual.

An "eligible proceeding" under the BCBCA is one in which an eligible party or
any of the heirs and personal or other legal representatives of the eligible
party, by reason of the eligible party being or having been a director or
officer of, or holding or having held a position equivalent to that of a
director or officer of, the company or an associated corporation is or may be
joined as a party, or is or may be liable for or in respect of a judgment,
penalty or fine in, or expenses related to, the proceeding. A proceeding
includes any legal proceeding or investigative action, whether current,
threatened, pending or completed.
Notwithstanding the foregoing, the BCBCA prohibits indemnifying an eligible
party or paying the expenses of an eligible party:

     o    if the indemnity or payment is made under an earlier agreement to
          indemnify or pay expenses and, at the time that the agreement was
          made, the company was prohibited from giving the indemnity or paying
          the expenses by its memorandum or articles;

     o    if the indemnity or payment is made otherwise than under an earlier
          agreement and, at the time that the indemnity or payment is made, the
          company is prohibited from giving the indemnity or paying the expenses
          by its memorandum or articles;

o        if, in relation to the subject matter of the eligible proceeding, the
         eligible party did not act honestly and in good faith with a view to
         the best interests of the company or the associated corporation; or

o        in the case of an eligible proceeding other than a civil proceeding, if
         the eligible party did not have reasonable grounds for believing that
         the eligible party's conduct in respect of which the proceeding was
         brought was lawful.

Additionally, if an eligible proceeding is brought against an eligible party by
or on behalf of the company or an associated corporation, the company must not
indemnify the eligible party or pay the expenses of the eligible party in
respect of the proceeding.

Whether or not payment of expenses or indemnification has been sought,
authorized or declined under the BCBCA, on the application of a company or an
eligible party, the Supreme Court of British Columbia may do one or more of the
following: (1) order a company to indemnify an eligible party against any
liability incurred by the eligible party in respect of an eligible proceeding;
(2) order a company to pay some or all of the expenses incurred by an eligible
party in respect of an eligible proceeding; (3) order the enforcement of, or any
payment under, an agreement of indemnification entered into by a company; (4)
order a company to pay some or all of the expenses actually and reasonably
incurred by any person in obtaining an order under this section; or (5) make any
other order the court considers appropriate.
Part 20 of the registrant's Articles of Incorporation reads as follows:

                                     PART 20
          INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

20.1 Indemnification of Directors. Subject to the provisions of the Company Act,
the Directors shall cause the Company to indemnify a Director or former Director
of the Company and the Directors may cause the Company to indemnify a Director
or former Director of a corporation of which the Company is or was a member and
the heirs and personal representatives of any such person against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them including an amount
paid to settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a Director of the Company or a Director of
such corporation, including any action brought by the Company or any such
corporation. Each Director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.

20.2 Indemnification of Officers, Employees, Agents. Subject to the provisions
of the Company Act, the Directors may cause the Company to indemnify any
Officer, employee or agent of the Company or of a corporation of which the
Company is or was a member (notwithstanding that he is also a Director) and his
heirs and personal representatives against all costs, charges and expenses
whatsoever incurred by him or them and resulting from his acting as an Officer,
employee or agent of the Company or such corporation. In addition the Company
shall indemnify the Secretary or an Assistant Secretary of the Company (if he
shall not be a full time employee of the Company and notwithstanding that he is
also a Director) and his respective heirs and legal representatives against all
costs, charges and expenses whatsoever incurred by him or them and arising out
of the functions assigned to the Secretary by the Company Act or these Articles
and each such Secretary and Assistant Secretary shall on being appointed be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.

20.3 Indemnification not Invalidated by Noncompliance. The failure of a Director
or Officer of the Company to comply with the provisions of the Company Act or of
the Memorandum or these Articles shall not invalidate any indemnity to which he
is entitled under this Part.

20.4 Company May Purchase Insurance. The Directors may cause the Company to
purchase and maintain insurance for the benefit of any person who is or was
serving as a Director, Officer, employee or agent of the Company or as a
Director, Officer, employee or agent of any corporation of which the Company is
or was a member and his heirs or personal representatives against any liability
incurred by him as such Director, Officer, employee or agent.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The following exhibits are furnished as part of this registration statement:

       Exhibit No.        Description
       -------------      -------------

            5.1           Opinion of Howard B. Siegel Attorney-at-Law
           23.1           Consent of Killman, Murrell & Company, P.C.
           24.1           Power of Attorney (included on signature page hereof)
           99.1           Australian-Canadian Oil Royalties Ltd. 2008 Stock
                          Compensation Plan

ITEM 9.  UNDERTAKINGS.

         (a) Rule 415 Offering. The undersigned registrant hereby undertakes:

     1)   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material information with respect to the plan of distribution not
          previously disclosed in the registration statement or any material
          change to such information in the registration statement;

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

     3)   To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents. The
         undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be 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) Filing of registration statement on Form S-8. Insofar as
         indemnification for liabilities arising under the Securities Act of
         1933 may be permitted to directors, officers and controlling persons of
         the registrant pursuant to any provision or arrangement whereby the
         registrant may indemnify a director, officer or controlling person of
         the registrant against liabilities arising under the Securities Act, or
         otherwise, the registrant 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 registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Westbury, State of New York on July 28, 2008.

                                  AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                                  By:   /S/  BERNARD LIPTON
                                       --------------------------------
                                           Bernard Lipton
                                           Principal Financial Officer
INDEX TO EXHIBITS

       Exhibit No.        Description
       -------------      -------------

            5.1           Opinion of Howard B. Siegel Attorney-at-Law
           23.1           Consent of Killman, Murrell & Company, P.C.
           24.1           Power of Attorney (included on signature page hereof)
           99.1           Australian-Canadian Oil Royalties Ltd. 2008 Stock
                          Compensation Plan