S-8

As filed with the Securities and Exchange Commission on December 12, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BONTAN CORPORATION INC.

(Exact name of Registrant as Specified in its Charter)

PROVINCE OF ONTARIO, CANADA

 NOT APPLICABLE

       (State of Incorporation)

(I.R.S. Employer Identification Number)

47 AVENUE ROAD, SUITE 200, TORONTO, ONTARIO, CANADA M5R 2G3

 (Address of principal executive offices) (Zip code)

2007 CONSULTANT STOCK COMPENSATION PLAN

(Full Title of the Plan)

Messerli & Kramer P.A.

1800 Fifth Street Towers

150 South Fifth Street

Minneapolis, Minnesota  55419

612-672-3600

(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Name of the plan	Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share	Proposed maximum aggregate Offering Price	(2)	Amount of Registration Fee
2007 Consultant Stock Compensation Plan	Common stock no par value	1,000,000	(1)	$0.21	$210,000.00		$6.45

(1)

This Registration Statement also covers any additional shares of Common Stock which become issuable under the 2007 Consultant Stock Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Common Stock.

(2)

Calculated solely for purposes of this offering under Rule 457(h) and Rule 457(c) of the Securities Act of 1933, as amended, based on the closing price of Registrant's Common Stock as listed on the OTC Bulletin Board on November 26, 2007.

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

This Registration Statement is being filed for the purpose of registering an additional 1,000,000 shares of Common Stock of Bontan Corporation Inc.  (the "Registrant") issuable pursuant to the Registrant's 2007 Consultant Stock Compensation Plan.  The Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 16, 2007 (Registration No. 333-139995) is incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

(a)

The Registrant's Annual Report on Form 20-F for its fiscal year ended March 31, 2007 filed May 29, 2007;

(b)

The Registrant's current reports on Form 6-K filed on May 30, 2007, August 29, 2007, September 12, 2007 and September 18, 2007;

(c)

The description of Registrant's Common Stock contained in Registrant's Registration Statement on Form 20-F, as amended, as filed on August 1, 2000.

All documents subsequently filed by the Registrant under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which states that all securities offered have been sold or which deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective filing dates of those documents.  Any statement in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superceded to the extent that a statement contained herein or in any subsequently filed document that is or is deemed to be incorporated by reference modifies or supercedes the statement.  Any statement so modified or superceded will not be deemed, except as modified or superceded, to be a part of this Registration Stat ement.

Item 8.  Exhibits.

Exhibit No.

Description

5.1

Opinion of Messerli & Kramer P.A.

1.1

Consent of Messerli & Kramer P.A. (included in Exhibit 5.1).

23.2

Consent of Schwartz Levitsky Feldman LLP, Chartered Accountants.

24.1

Power of Attorney (included on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the City of Toronto, Province of Ontario, Canada, on December 12, 2007.

BONTAN CORPORATION INC.

By: /s/ Kam Shah_________________________

Kam Shah

Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kam Shah as the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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

SIGNATURE

TITLE

___/s/ Kam Shah________________

          Chief Executive Officer, Chief Financial Officer, and Director

Kam Shah

          (Principal Executive Officer and Principal Financial and Accounting Officer)

Date:

December 12, 2007

___/s/ Dean Bradley______________

Director

Dean Bradley

Date:

    December 12, 2007

__/s/ Brett Rees__________________

Director

Brett Rees

Date:

December 12, 2007

EXHIBIT 5.1

December 12, 2007

Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3

          Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested our opinion as your special U.S. securities counsel with respect to certain matters in connection with the filing by Bontan Corporation Inc. (the "Company") of the Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the sale of up to 1,000,000 shares of the Company's common stock (the "Common Stock") for possible issuance under the Company's 2007 Consultant Stock Compensation Plan (the "Plan").

In connection with this opinion, we have examined the Registration Statement and such other documents, records, certificates, memoranda and other instruments, as we deem necessary as a basis for this opinion.  We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and execution and delivery of all documents, where execution and delivery are a prerequisite to the effectiveness thereof.

We advise you that we are licensed to practice in Minnesota.  Accordingly, our opinion assumes that the provincial laws of Ontario and the federal laws of Canada would yield the same opinion as application of the laws of the State of Minnesota and the federal laws of the United States.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Common Stock, when issued in accordance with the Plans and the Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

Messerli & Kramer P.A.

/s/ Messerli & Kramer P.A.

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

BONTAN CORPORATION INC

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 27, 2007 relating to the consolidated financial statements of Bontan Corporation Inc. appearing in the Company's Annual Report on Form 20-F for the year ended March 31, 2007.

Schwartz Levitsky Feldman LLP

/s/ Schwartz Levitsky Feldman LLP

Toronto, Ontario Canada  

December 12, 2007

EX-99

RESOLUTION OF THE BOARD OF DIRECTORS

of

Bontan Corporation  inc.

(hereinafter called the “Corporation”)

Dated this 5^th  day of  November , 2007

Background

In the Annual and Special Meeting of the Corporation held on October 19, 2007, the shareholders empowered the directors of the Corporation to introduce and register new stock option plan and stock compensation plan on terms and timings at the sole discretion of the board of directors.

The directors acknowledged the fact that the Corporation spent most part of the year 2007 in searching for a suitable oil and/or gas project to participate into. The directors also acknowledged that the management and key consultants accepted shares and options in lieu of cash fees in the past and may be persuaded to continue to do so for the year 2008 so that cash resources of the Corporation can be used for projects.

 It is now hoped that the Corporation will shortly be able to find an oil  and gas project to invest into.  These activities would need hiring of new consultants conversant with resource sector and require increased compensation due to overall increase in business activities and specialized nature of the resource projects expected in the near future.

The directors felt it prudent to compensate these consultants and others by shares and options rather than cash and to free up the cash for investment in the various business projects. Accordingly, they decided to approve adding one million common shares under its existing 2007 Consultant Stock Compensation Plan, which was registered with the Securities & Exchange Commission on January 16, 2007.

Resolution

IT IS NOW RESOLVED THAT an amended S-8/A for 2007 Consultant Stock Compensation Plan, attached to this resolution be and is hereby approved and that Chief Executive Officer be and is hereby authorized to register this amendment with lawyer’s opinion as required with Securities and Exchange Commission as soon as possible.

THE FOREGOING RESOLUTIONS are hereby consented to by the following Directors set out hereto in accordance with the Ontario Business Corporation Act.

Sd.   

Sd.  

_____________________________

_______________________________

Kam Shah

Dean Bradley

Sd.

 _____________________________

Brett Rees

BONTAN CORPORATION INC.

2007 CONSULTANT STOCK COMPENSATION PLAN ( as amended on November 5, 2007)

I. PURPOSE OF THE PLAN.

The purpose of this Plan is to further the growth of Bontan Corporation Inc. by allowing the Company to compensate employees, consultants and contractors who have provided bona fide services to the Company or its subsidiaries (other than services rendered in connection with the offer and sale of securities in a capital raising transaction), through the award of Common Stock of the Company.

II. DEFINITIONS.

Whenever used in this Plan, the following terms shall have the meanings set forth in this Section:

1.  "Award" means any grant of Common Stock under this Plan.

2. "Board of Directors" means the Board of Directors of the Company.

3. "Common Stock" means the Common Stock of the Company.

4. "Date of Grant" means the day the Board of Directors authorized the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective.

5.  "Employee," "Consultant" and “Contractor” means any person (i) who is a natural person, (ii) has rendered or will render bona fide services to the Company or its subsidiaries (specifically excluding services rendered in connection with the offer and sale of securities in a capital raising transaction), and (iii) who, in the opinion of the Board of Directors, are in a position to make, or who have previously made, a significant contribution to the success of the Company or its subsidiaries.

III. EFFECTIVE DATE OF THE PLAN.

The effective date of this Plan is January 1, 2007

IV. ADMINISTRATION OF THE PLAN.

The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan and applicable law, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive.  The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct.

V. STOCK SUBJECT TO THE PLAN.

The maximum number of shares of Common Stock as to which Awards may be granted under this Plan is 2,500,000 shares.  

VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.

Awards may be granted only to Employees, Consultants and Contractors retained by the Company or its subsidiaries including the directors when acting in their capacity as consultants to the Company..

VII. GRANTS OF AWARDS.

Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Employees, Consultants and Contractors Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Employee, Consultant and Contractor will relate, and the terms and conditions upon which an Award may be issued (including, without limitation, the date of grant, value of the Award, exercise price if any and term of any Award). No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and regulations promulgated thereunder, or under the rules and regulations of the Securities Act (Ontario).

VIII. DELIVERY OF STOCK CERTIFICATES.

As promptly as practicable after authorizing the grant of an Award, the Company shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. If applicable, each certificate shall bear a legend to indicate that the Common Stock represented by the certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act.

IX. RIGHT TO CONTINUED ENGAGEMENT.

Nothing in this Plan or in the grant of an Award shall confer upon any Employee, Consultant and Contractor the right to continued engagement by the Company or its subsidiaries nor shall it interfere with or restrict in any way the rights of the Company or its subsidiaries to discharge any Employee, Consultant and Contractor or to terminate any consulting relationship at any time.

X. LAWS AND REGULATIONS.

1. The obligation of the Company to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations.

2. This Plan is intended to meet the requirements of Rule 16b-3 in order to provide officers and directors with certain exemptions from Section 16(b) of the Securities Exchange Act of 1934, as amended.

XI. TERMINATION OF THE PLAN.

The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date.

XII. DELIVERY OF PLAN.

A copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation.

Dated:  November 5, 2007