As filed with the Securities and Exchange Commission on November 14, 2001

Registration No. 33-______

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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INFORETECH WIRELESS TECHNOLOGY INC.
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(Exact name of Registrant as specified in its charter)

Nevada 88-0350120
- --------------------------------- -----------------------------
(State or other jurisdiction (I.R.S. Employee I.D. Number)
of incorporation or organization)

Suite 214, 550 - 152nd Street, Surrey, British Columbia V35-8E7
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(Address of Principal Executive Office, including Zip Code)

2000 STOCK OPTION PLAN & 2001 STOCK COMPENSATION PLAN
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(Full title of the agreement)

(604) 576-7442
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(Telephone number, including area code, of agent for service)

Copies to:
David L. Ficksman, Esq.
Loeb & Loeb LLP
10100 Santa Monica Blvd., Suite 2200
Los Angeles, California 90067
(310) 282-2350

CALCULATION OF REGISTRATION FEE
=========================================================================================================

Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price aggregate offering registration
be registered registered(1) per unit(2) price fee
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Class A Common 11,400,000 $0.06 $684,000 $171
Equity Voting Stock
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(1) This Registration Statement shall also cover any additional shares of
Class A Common Equity Voting Stock which becomes issuable under the
plans being registered pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization 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 Class A Common Equity Voting Stock.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based on the average of the high and
low pink sheet market prices on October 31, 2001.

INTRODUCTORY STATEMENT

Inforetech Wireless Technology Inc., a Nevada corporation, hereby files
this registration statement on Form S-8 relating to up to 11,400,000 shares of
our Class A Common Voting Equity Stock issuable in connection with our 2000
Stock Option Plan as amended on October 25, 2001 (SEE RECENT DEVELOPMENTS) and
our 2001 Stock Compensation Plan. Also, this registration statement is intended
to register for reoffer and/or resale shares of common stock that may be
acquired in the future under the plans by affiliates of Inforetech, as defined
by Rule 405 under the Securities Act.

The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.

REOFFER PROSPECTUS

INFORETECH WIRELESS TECHNOLOGY INC.

Class A Common Equity Voting Stock
Up to 11,400,000 Shares

This Prospectus relates to the resale of up to 11,400,000 shares of
Class A Common Equity Voting Stock ("Class A Common Stock" or the "Securities")
that may be acquired pursuant to our 2000 Stock Option Plan as amended on
October 25, 2001 (SEE RECENT DEVELOPMENTS) and 2001 Stock Compensation Plan by
affiliates of Inforetech and which may be offered for resale from time to time
by, people named under "Selling Security Holders" on the pink sheet market,
where our Class A Common Stock currently traded, or in negotiated transactions,
at prices and on terms then available.

We will not receive any of the proceeds from the sale of our Class A
Common Stock except that we will receive funds from the exercise of options. We
will pay all of the expenses associated with the registration of the Securities
and this Prospectus. The Selling Security Holders will pay the other costs, if
any, associated with any sale of the Securities.

On August 28, 2001, our Class A Common Stock was suspended from the
Over-The-Counter Bulletin Board pending the filing of our Form 10-QSB for the
quarterly period ended June 30, 2001. This was filed on October 9, 2001. Since
August 28, 2001, our Class A Common Stock has been traded on the Pink Sheets
quotation service under the symbol "WYRE." The Over-The-Counter Bulletin Board
is presently reviewing our 15C-211 application for re-submission. We anticipate
being re-submitted to the Over-The-Counter Bulletin Board no later than November
16, 2001. On October 31, 2001, the last reported sale price per share of our
Class A Common Stock, was $.04.

Our principal executive office is located at Suite 214, 550 - 152nd
Street, Surrey, British Columbia V35-8E7.

AN INVESTMENT IN THE SECURITIES INVOLVES RISKS. SEE THE RISK FACTORS
BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus is November 14, 2001.

TABLE OF CONTENTS

Available Information........................................................ 2
Incorporation by Reference................................................... 2
Risk Factors................................................................. 4
Selling Security Holders..................................................... 8
Use of Proceeds.............................................................. 8
Plan of Distribution......................................................... 8
Legal Matters................................................................ 9
Experts...................................................................... 9
Recent Developments.......................................................... 10
Position of the Commission Regarding Indemnification......................... 11

AVAILABLE INFORMATION

We have filed a registration statement on Form S-8 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. This
Prospectus omits some information and exhibits included in the registration
statement, copies of which may be obtained upon payment of a fee prescribed by
the Commission or may be examined free of charge at the principal office of the
Commission in Washington, D.C.

We are subject to the informational requirements of the Exchange Act of
1934, as amended, and in accordance therewith file reports and other information
with the Commission. The reports and other information filed by us with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 11th floor, 5670 Wilshire
Boulevard, Los Angeles, California 90036. Copies of that material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission at http://www.sec.gov.

INCORPORATION BY REFERENCE

The following documents previously filed by us with the Commission are
incorporated in this Prospectus by reference:

(1) Annual Report, Form 10K-SB405 as filed with the Commission on April 18,
2001;

(2) Current Report, Form 8-K and Form 8-K/A reporting the acquisition of
ProShot Golf, Inc. as filed with the commission on January 24, 2001 and
April 15, 2001, respectively;

(3) Quarterly Reports, Form 10-QSB for the quarterly periods ended March
31, 2001 and June 30, 2001 as filed with the Commission on May 22, 2001
and October 9, 2001, respectively;

(4) The Prospectus contained in Registration No. 333-63698, as amended,
filed with the Commission on June 27, 2001; and

(5) The description of our Class A Common Stock contained in our
registration statement under Section 12 of the Exchange Act of 1934
relating to our Class A Common Stock, including any amendment or report
filed for the purpose of updating such description.

All reports and other documents that we file 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 hereunder
have been sold or which deregisters all such securities then remaining unsold
are incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such reports and documents.

Copies of all documents which are incorporated by reference will be
provided without charge to anyone to whom this Prospectus is delivered upon a
written or oral request to Inforetech Wireless Technology Inc., Suite 214, 550 -
152nd Street, Surrey, British Columbia V35-8E7, Attn: Corporate Secretary, (604)
576-7442.

RISK FACTORS

You should carefully consider the risks described below before making
an investment in Inforetech. The risks and uncertainties described below are not
the only ones facing Inforetech, and there may be additional risks that we do
not presently know of or that we consider immaterial. All of these risks may
impair our business operations. If any of the following risks actually occurs,
our business, financial condition or results of operations could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

Our ability to continue as a going concern is in substantial doubt.

The Company has a history of losses with an accumulated deficit of $28,707,170
at June 30, 2001, and, as of that date, a working capital deficiency of
$9,864,292. We are currently in default on our line of credit in the amount of
$4.5 million. Certain shareholders ("Guarantors") of the Company guarantee this
line of credit. We have received notices of default from these Guarantors, and
on September 21, 2001, the Company agreed to transfer all of the assets of our
subsidiary, ProShot Golf Inc, to its bank for resale so that its bank debt and
ultimately the obligation of its Guarantors may be reduced. On October 16, 2001,
the Company signed a collateral management agreement and a conditional release
agreement with the bank of one of its subsidiary's, ProShot Golf, Inc.
("ProShot") and ProShot Investors, LLC, a company established by a group of
Inforetech shareholders who had guaranteed ProShot's loan from that bank. The
purpose of these agreements is to allow ProShot Investors, LLC to manage all of
ProShot's assets until such time as the bank can foreclose on such assets. The
bank foreclosure was completed on October 31, 2001, when the foreclosed assets
and liabilities attached thereto, were purchased by ProShot Investors, LLC for
the nominal sum of $450,000. On November 2, 2001, the owners of ProShot
Investors, LLC repaid the bank loan in full. On November 7, 2001, ProShot
received a letter from the bank confirming its release from any obligations
previously existing under this loan. Unaudited Pro Forma Financial Statements of
Inforetech Wireless Technology Inc. giving effect to the foreclosure on
ProShot's assets as at and for the period ended June 30, 2001, are included in
this filing as Exhibit 4.3. These pro forma results are not necessarily
indicative of the results that will occur in future periods.

Our ability to continue to generate revenues is dependent upon sales of our
hand-held product, the Inforemer, for which no revenue has been generated to
date.

All assets, except for two leases which are subject to lawsuits, of our
subsidiary, ProShot Golf, Inc., were foreclosed on by ProShot Golf, Inc.'s bank
on October 31, 2001. To generate further revenues, we will need to commence
sales of what is now our only remaining product, the Inforemer. To date, we have
not generated any revenue from sales of the Inforemer.

We have a Limited Operating History.

We have a limited operating history and there can be no assurance that
we will continue to develop or will be able to meet our objectives, or that
there will be a market for our products and services, or that we will operate at
a profit. We face a number of risks, including:

o the uncertainty of market acceptance of our services;

o our need to introduce reliable and robust products and services
that meet the demanding needs of customers;

o our need to expand our marketing, sales and support organizations,
as well as our distribution channels; and

o our ability to anticipate and respond to market competition; our
need to manage expanding operations.

We have a history of losses.

We have incurred operating losses since our inception and we expect to
sustain additional operating losses in the future. Our operating losses are
attributable to the developing nature of our business and have resulted
primarily from:

o significant costs associated with the development of our products;

o marketing and distribution of our products; and

o minimal sales history of our recently developed products.

We cannot be certain that additional funds will be available when needed on
satisfactory terms, if at all. Without additional funds, we will cease
operating.

We cannot be certain of the amount of additional capital we will need.
Our future capital needs depend on many factors, including the success and
timing of our development efforts; market acceptance of the Inforemer; the level
of promotion and advertising required to launch our new products; changes in
technology; and unanticipated competition. Without additional funds, we will
cease operating.

We depend on GPS technology owned and controlled by others. If we do not have
continued access to GPS technology and satellites, we will be unable to deliver
our services and our revenues will decrease.

Our services rely on signals from GPS satellites built and maintained
by the U.S. Department of Defense. GPS satellites and their ground support
systems are subject to electronic and mechanical failures and sabotage. If one
or more satellites malfunction, there could be a substantial delay before they
are repaired or replaced, if at all, and our services may cease and customer
satisfaction would suffer. In addition, the U.S. government could decide not to
continue to operate and maintain GPS satellites over a long period of time or to
charge for the use of GPS. Furthermore, because of ever-increasing commercial
applications of GPS, other U.S. government agencies may become involved in the
administration or the regulation of the use of GPS signals in the future. If the
foregoing factors affect GPS, such as by affecting the availability and pricing
of GPS technology, our business will suffer.

Our GPS technology depends on the use of radio frequency spectrum controlled by
others.

Our GPS technology is dependent on the use of radio frequency spectrum.
The assignment of spectrum is controlled by an international organization known
as the International Telecommunications Union or ITU. The Federal Communications
Commission or FCC is responsible for the assignment of spectrum for
non-government use in the United States in accordance with ITU regulations. Any
ITU or FCC reallocation of radio frequency spectrum, including frequency band
segmentation or sharing of spectrum, could cause interference with the reception
of GPS signals and may materially and adversely affect the utility and
reliability of our products, which would, in turn, cause a material adverse
effect on our operating results. In addition, emissions from mobile satellite
service and other equipment operating in adjacent frequency bands or inband may
materially and adversely affect the utility and reliability of our products,
which could result in a material adverse effect on our operating results.

On May 11, 2000, the FCC issued a Notice of Proposed Rulemaking that
proposes rules for the operation of Ultra-Wideband or UWB radio devices on an
unlicensed basis in the frequency bands allocated to GPS. If the FCC issues
final rules authorizing such operation, UWB devices might cause interference
with the reception of GPS signals. Such interference could reduce demand for GPS
products in the future. Any resulting change in market demand for GPS products
could have an adverse effect on our financial results. As at October 31, 2001
the FCC had not issued any ruling in this respect.

Speculative Nature of Business.

The profits of an enterprise involved in the electronics industry are
generally dependent upon many variables. Our customer appeal depends upon
factors, which cannot be reliably ascertained in advance and over which we have
no control, such as unpredictable critical reviews and appeal to the public.

We believe our new products will be unsuccessful unless we establish market
recognition quickly after we introduce them.

We believe it is imperative to our success that we obtain significant
market share for our new products quickly, before other competitors establish a
significant market share. We believe that, if a market for products like ours
develops, an early entrant that gains significant market share will dominate the
market significantly reducing opportunities for competitors. We have very
limited experience conducting marketing campaigns, and we may fail to generate
significant interest. We cannot be certain that we will be able to build our
brand and realize commercial acceptance of our new products.

Government regulations and standards may harm our business and could increase
our costs or reduce our opportunities to earn revenues.

In addition to regulations applicable to businesses in general, we may
also be subject to direct regulation by governmental agencies, including the FCC
and Department of Defense. A number of legislative and regulatory proposals
under consideration by federal, state, provincial, local and foreign
governmental organizations may lead to laws or regulations concerning various
aspects of, wireless communications and GPS technology. Additionally, it is
uncertain how existing laws governing issues such as taxation, intellectual
property, libel, user privacy and property ownership, will be applied to our
services. The adoption of new laws or the application of existing laws may
expose us to significant liabilities and additional operational requirements,
which could decrease the demand for our services and increase our cost of doing
business.

We depend on intellectual property rights and development of new products and
the inability to obtain patents or develop new products may have an adverse
effect on our ability to be profitable.

Our success is partly dependent upon our intellectual property rights.
Effective protection may not be available for these rights. There can be no
assurance that a patent will provide adequate protection for the underlying
technology. While we have patents covering our technology, there is no assurance
that such patents will be able to prevent other companies from developing
substantially similar products. In addition, litigation may be necessary in the
future to enforce the intellectual property rights. Such litigation, whether
successful or unsuccessful, could result in substantial costs and diversions of
resources, either of which could negatively affect our business.

In addition to pursuing patent protection, we also rely on various
trade secrets for its unpatented proprietary technology. However, trade secrets
are difficult to protect, and there can be no assurances that other companies
will not independently develop substantially equivalent proprietary information
and techniques or otherwise gain access to our trade secrets. While we have a
policy of having its employees and consultants execute non- disclosure
agreements regarding confidential information, there can be no assurance that
these agreements will be enforceable or will provide meaningful protection for
our trade secrets or other proprietary information.

We have a limited number of products in development.

Developing additional products requires a substantial investment of
time and money. We do not anticipate that we will be in a position to develop
additional products in the foreseeable future.

Our future success is dependent upon our ability to retain key management.

Our success is dependent upon the continued services of Robert C.
Silzer, Sr., our Chief Executive and Financial Officer and Chairman of the Board
of Directors and upon the skills, experience and efforts of our key marketing
and other management personnel. The loss of the continued services of any of
these individuals could have a negative effect on our business.

Conflicts of Interest.

We have engaged in transactions with our management in the past, and we
can be expected to engage in such transactions in the future. In each case, the
transactions are approved by our Board of Directors and are considered to be
fair to and in the best interests of Inforetech.

Competition.

We face competition in all aspects of our business. We compete for
customers with other electronics and recreation companies, many of which have
substantially greater assets and resources. Our primary competitors are
companies such as ProLink, Inc. and UpLink Corp. Our ability to compete
successfully in the future will depend on several factors, including:

o the cost effectiveness, quality, price, service and market
acceptance of our products;
o response to the entry of new competitors or the introduction of
new products by competitors;
o ability to keep pace with changing technology and customer
requirements;
o timely development or acquisition of new or enhanced products; and
o timing of new product introductions by Inforetech or our
competitors.

Acquisitions of companies may disrupt telecom wireless' business and distract
management due to difficulties in assimilating personnel and operations.

If we acquire a company, we could face difficulties in assimilating
that company's personnel and operations. Acquisitions also involve the need for
integration into existing administration, services marketing, and support
efforts. These acquisitions and investments could disrupt its ongoing business,
distract management and employees and increase its expenses. In addition, key
personnel of the acquired company may decide not to work for us.

SELLING SECURITY HOLDERS

This Prospectus relates to possible sales by certain of our officers
and directors of shares of our Class A Common Stock purchased by them through
the exercise of options of our Class A Common Stock granted to them under our
2000 Stock Option Plan or awarded to them under our 2001 Stock Compensation
Plan. The following table sets forth the name and position of each prospective
Selling Security Holder who is a director or executive officer of our company;
the number of shares of Class A Common Stock owned as of the date of this
Prospectus, including shares which may be acquired pursuant to the exercise of
outstanding options and warrants; the number of shares being offered and the
number of shares and the percentage of all outstanding shares owned assuming the
sale of all the shares covered by this Prospectus.

Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering(1) Number of After Offering(2)
-------------------- Shares -------------------------
Being Number of
Name Number Percent Offered Shares Percent(2)
- ---- ------ ------- ------- ------ ----------

Robert C. Silzer, Sr 4,470,750 826,000 5,296,750 17.4%

Robert C. Silzer, Jr 525,000 601,000 1,126,000 3.7%

(1) As used herein, the term beneficial ownership is defined by Rule 13d (3)
under the Securities Exchange Act of 1934 as consisting of sole or shared voting
power and/or sole or shares investment power subject to community property laws
where applicable.

(2) Based on 30,435,619 shares of our common stock outstanding as of October
25, 2001.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Securities
offered hereby, except that we will receive funds from the exercise of options
which funds will be used for working capital.

PLAN OF DISTRIBUTION

We are registering the Securities on behalf of the Selling Security
Holders. All costs, expenses and fees in connection with the registration of the
Securities offered hereby will be borne by us.

Brokerage commissions and similar selling expenses, if any, attributable to the
sale of the Securities will be borne by the Selling Security Holders (or their
donees or pledgees).

The decision to sell any Securities is within the discretion of the
holder thereof, subject generally to our policies affecting the timing and
manner of sale of common stock by our affiliates. There can be no assurance that
any shares will be sold by Selling Security Holders.

We anticipate that any sales of the shares offered by this Prospectus
by Selling Security Holders will be made to the public on the Over-The-Counter
Bulletin Board where our Class A Common Stock currently is quoted or on
securities exchanges, through automated quotation systems or in other markets
where our Class A Common Stock may be quoted or traded, or in negotiated
transactions. We anticipate that sales will be at prices current when the sales
take place or at negotiated prices.

The Selling Security Holders may effect transactions by selling
Securities directly to purchasers or to or through broker-dealers, which may act
as agents or principals. These broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling Security Holders
and/or the purchasers of Securities for whom the broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

The Selling Security Holders and any broker-dealers that act in
connection with the sale of Securities might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. The Selling Security Holders
may agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the Securities against certain liabilities
including liabilities arising under the Securities Act.

Because Selling Securities Holders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling Security
Holders will be subject to the prospectus delivery requirements of the
Securities Act.

Selling Security Holders also may resell all or a portion of the
Securities in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of Rule 144. There is no present plan of distribution.

LEGAL MATTERS

Loeb & Loeb LLP has acted as our counsel in connection with this
offering and has passed on the validity of shares that may be offered by this
prospectus.

EXPERTS

Our consolidated financial statements as at and for the fiscal year
ended December 31, 2000 appearing in our Annual Report (Form 10-KSB) for the
year ended December 31, 2000 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon (which contains an explanatory
paragraph describing conditions that raise substantial doubt about the Company's
ability to continue as a going concern as described in Note 2 to the
consolidated financial statements) included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

The financial statements of our subsidiary, ProShot Golf, Inc., as at
and for the fiscal years ended December 31, 2000 and December 31, 1999,
appearing in our Current Report (Form 8-K/A) as filed with the Securities and
Exchange Commission on April 15, 2001, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon (which contains an
explanatory paragraph describing conditions that raise substantial doubt about
ProShot Golf, Inc.'s ability to continue as a going concern as described in Note
1 to the financial statements) included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

The consolidated financial statements for the five-month period ended
December 31, 1999 and the period from date of incorporation, August 11, 1998 to
July 31, 1999, have been audited by Lemieux Deck Millard Bond independent
certified accountants. Each of their reports, copies of which are attached to
this prospectus are included upon authority of Ernst & Young LLP and Lemieux
Deck Millard Bond as experts in accounting and auditing.

RECENT DEVELOPMENTS

On October 16, 2001, the Company signed a collateral management
agreement and a conditional release agreement with the bank of one of its
subsidiary's, ProShot Golf, Inc. ("ProShot") and ProShot Investors, LLC, a
company established by a group of Inforetech shareholders who had guaranteed
ProShot's loan from that bank. The purpose of these agreements is to allow
ProShot Investors, LLC to manage all of ProShot's assets until such time as the
bank can foreclose on such assets. The bank foreclosure was completed on October
31, 2001, when the foreclosed assets and liabilities attached thereto, were
purchased by ProShot Investors, LLC for the nominal sum of $450,000. On November
2, 2001, the owners of ProShot Investors, LLC repaid the bank loan in full. On
November 7, 2001, ProShot received a letter from the bank confirming its release
from any obligations previously existing under this loan. Unaudited Pro Forma
Financial Statements of Inforetech Wireless Technology Inc. giving effect to the
foreclosure on ProShot's assets as at and for the period ended June 30, 2001,
are included in this filing as Exhibit 4.3. These pro forma results are not
necessarily indicative of the results that will occur in future periods.

With the foreclosure of the assets of ProShot, the Company's ability to
earn revenue becomes dependant on commercialization of the Inforemer hand-set,
developed by the Company's Inforetech Golf Technology 2000 Inc. subsidiary.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The Company's continuation as a going concern is dependent
upon its ability to ultimately attain profitable operations, generate sufficient
cash flow to meet its obligations, and obtain additional financing as may be
required.

On October 25, 2001, the Company's Board of Directors passed
resolutions amending the 2000 Stock Option Plan, as permitted under section 8
thereof, to increase the maximum number of Shares that may be issued or
transferred pursuant to Options to 9,000,000 and adopting the 2001 Stock
Compensation Plan.

POSITION OF THE COMMISSION REGARDING INDEMNIFICATION

Our Articles of Incorporation provide for indemnification of officers
and directors.

Insofar as indemnification for liabilities arising under the Securities
Act might be permitted to directors, officers or persons controlling us under
the provisions described above, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by us with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated herein by
reference:

(a) Annual Report, Form 10K-SB405 as filed with the commission
on April 18, 2001;

(b) Current Report, Form 8-K and Form 8-K/A reporting the
acquisition of ProShot Golf, Inc. as filed with the
commission on January 24, 2001 and April 15, 2001,
respectively;

(c) Quarterly Reports, Form 10-QSB for the quarterly periods
ended March 31, 2001 and June 30, 2001 as filed with the
Commission on May 22, 2001 and October 9, 2001,
respectively;

(d) The Prospectus contained in Registration No. 333-63698, as
amended, filed with the Commission on June 27, 2001;

(e) The description of our Class A Common Stock contained in our
registration statement filed with the Commission under
Section 12 of the Exchange Act, as amended, including any
amendment or report filed for the purpose of updating such
description.

All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares offered hereunder have been sold or
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such documents.

Item 4. Description of Securities.

No description of the class of securities to be offered is required
under this item because the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Loeb & Loeb LLP has acted as our counsel in connection with this
offering, including the validity of shares that may be offered by this
prospectus.

Item 6. Indemnification of Directors and Officers.

As authorized by Section 78.751 of the Nevada General Corporation Law,
we may indemnify our officers and directors against expenses incurred by such
persons in connection with any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative, involving
such persons in their capacities as officers and directors, so long as such
persons acted in good faith and in a manner which they reasonably believed to be
in our best interests. If the legal proceeding,

however, is by or in our right, the director or officer may not be indemnified
in respect of any claim, issue or matter as to which he is adjudged to be liable
for negligence or misconduct in the performance of his duty to us unless a court
determines otherwise.

Under Nevada law, corporations may also purchase and maintain insurance
or make other financial arrangements on behalf of any person who is or was a
director or officer (or is serving at the request of the corporation as a
director or officer of another corporation) for any liability asserted against
such person and any expenses incurred by him in his capacity as a director or
officer. These financial arrangements may include trust funds, self insurance
programs, guarantees and insurance policies.

Article 9 of our Articles of Incorporation provide that, no director or
officer of the Company will be personally liable to us or any of our
stockholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer; provided,
however, that Article 9 does not eliminate or limit the liability of a director
or officer (i) for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada General Corporation Law.

Article X of our Bylaws provides that any person made a party to any
action or proceeding because he or she is or was a director, officer or employee
of the Company will be indemnified by the Company against reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him or her in
connection with the defense of such action or proceeding except if such officer,
director or employee is liable for negligence or misconduct in the performance
of his or her duties. The amount of indemnity to which any officer or director
may be entitled will be fixed by the Board of Directors. If there is no
disinterested majority of the Board available, the amount will be fixed by
arbitration pursuant to the rules of the American Arbitration Association.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit No.

4.1 2000 Stock Option Plan

4.2 2001 Stock Compensation Plan

4.3 Unaudited Pro Forma Financial Statements of Inforetech Wireless
Technology Inc. as at and for the period ended June 30, 2001

5.1 Opinion of Loeb & Loeb LLP (including consent)

23.1 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)

23.2 Consent of Lemieux Deck Millard Bond

23.3 Consents of Ernst & Young LLP

Item 9. Undertakings.

(1) We undertake:

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

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

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply to the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act and
that are incorporated by reference in this registration statement.

(b) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered in the amendment, and
the offering of those securities at that time shall be deemed to be the initial
bona fide offering of those securities.

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

(2) We also undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.

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

SIGNATURES
----------

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
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 Surrey, British Columbia on November 14, 2001.

INFORETECH WIRELESS TECHNOLOGY, INC.

By: /s/ ROBERT C. SILZER, SR.
-------------------------------------
Robert C. Silzer, Sr.
Chief Executive and Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ ROBERT C. SILZER, SR. Chief Executive and November 14, 2001
- ------------------------- Financial Officer and
Robert C. Silzer, Sr. Director

/s/ ROBERT C. SILZER, JR. President, Secretary, November 14, 2001
- ------------------------- Treasurer and Director
Robert C. Silzer, Jr.

EXHIBIT INDEX
-------------