SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         CAVALCADE OF SPORTS MEDIA, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)
                                   33-0766069
                      (I.R.S. Employer Identification No.)

                                12268 Via Latina
                            Del Mar, California 92914
                                 (858) 481-2207

               (Address of Principal Executive Offices) (Zip Code)

                          CVCD STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                        Ed Litwak, Chairman of the Board
                     (Name and Address of Agent for Service)

                                12268 Via Latina
                            Del Mar, California 92914
                                 (858) 481-2207
          (Telephone Number, Including Area Code, of Agent for Service)
================================================================================
                       Calculation of Registration Fee
================================================================================
Proposed amount of Securities to be registered: 1,500,000

Amount of        Title of Securities    Amount To Be    Aggregate           Fee
Aggregate        To Be Registered       Registered(1)   Price Per Share(2)
Registration

$1,380,000      Common                 1,500,000         $0.92           $111.65
================================================================================

1      In addition, pursuant to Rule 416(c) under the Securities Act of
       1933, this registration statement also covers an indeterminate amount
       of interests to be offered or sold pursuant to the employee and
       benefit plans described herein.

2      Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) based on the twenty day average bid reported on
       the Over the Counter Bulletin Board, adjusted for the reverse split, was
       $0.92 per share.


<PAGE>


PART I


                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

Cavalcade of Sports Media, Inc. (the Company, we, us or the Registrant

The plan is entitled the "CVCD Stock & Stock Option Compensation Plan" ("the
Plan") adopted by the Board of Directors on or about September 26, 2003. The
number of shares being registered is 1,500,000. A copy of the Plan will be
distributed to all eligible individuals or entities to date, and will be
distributed to new eligible individuals as necessary. The Plan is not qualified
under ERISA, nor is this Plan qualified under Section 401(a) of the Internal
Revenue Code.

Except for affiliates that may receive shares under this Plan, there are no
ongoing reporting obligations of Professionals, Employees or Consultants, nor
are there any ongoing contributions from the Registrant. When affiliates are
eligible recipients or Participants in the Plan, such affiliates will be
required to file with the Securities Form 4 disclosing acquisitions and/or
dispositions of stock within two days of such acquisition and/or disposition. If
a sale is to be made by an affiliate, a notice of sale will be filed with the
SEC on a Form 144.

The purpose of this Registration of securities on Form S-8 is to compensate
individuals and/or entities that have performed and continue to perform services
to the Registrant. The Board has authorized this registration statement and has
written the Plan to satisfy present and future compensation obligations and
incentives to professionals, employees and consultants. This registration
statement is limited to 1,500,000 shares, which shall be a combination of shares
of common stock and shares into which stock options can be exercised. The
individuals or entities that are eligible for shares under the Plan have
performed, or will perform in the future, services or activities for which
shares may be issued under a Form S-8. Such individuals or entities may contact
Ed Litwak, the Chairman of the Board of Directors of the Registrant. He can be
reached at (858) 481-2207.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The sale price of Cavalcade of Sports Media, Inc. Common Stock as reported by
the OTC-Bulletin Board on the date of the initial registration statement as
filed on October 8, 2003 was $1.50 per share.


         The date of this Prospectus is September 26, 2003

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION
OR TO MAKE REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES OR IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.


<PAGE>


NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATES AS OF WHICH
INFORMATION IS SET FORTH HEREIN.

                              AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-8 under the Securities
Act with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder. For further information
with respect to the Company and its Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any agreement or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance reference is made to the copy of such agreement
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.

The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
annual and quarterly reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, as well as at the Commission's Regional Office at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained at prescribed rates from the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Information concerning the operation of the Public
Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.

The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the information that has been or may be incorporated by reference in this
Prospectus but is not delivered with this Prospectus (other than exhibits to
such information unless such exhibits are incorporated by reference in this
Prospectus). Such requests may be mailed to Cavalcade of Sports Media, Inc.,
12268 Via Latina, Del Mar, CA 92914 or may be made by telephone to Mr. Litwak.


ITEM 2. REGISTRANT INFORMATION.

In addition to receiving a copy of the Plan, each eligible individual or entity
shall have access, upon oral or written request, to any documentation regarding
the revised Plan that may not be included in this Registration Statement.


<PAGE>


PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:

(a) The Company's most recent annual report, filed on Form 10-KSB for the year
ended December 31, 2002, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), which report contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed. The description of the Company's Common Stock is
contained in the annual report incorporated by reference herein.
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the documents of
the Company referred to in (i) above, including the Company's last annual report
filed for the year ended December 31, 2002, and the recent quarterly reports,
filed on Form 10-QSB for the quarters ended March 31, 2003, June 30, 2003
respectively, as well as any current reports filed on Forms 8-K during the past
twelve months.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable


ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 78.7502 of the Nevada
General Corporation Law contains provisions authorizing indemnification by the
Company of directors, officers, employees or agents against certain liabilities
and expenses, which they may incur as directors, officers, employees, or agents
of the Company or of certain other entities. Section 78.7502(3) provides for
mandatory indemnification, including attorney's fees, if the director, officer,
employee or agent has been successful on the merits or otherwise in defense of
any action, suit or proceeding or in defense of any claim, issue or matter
therein. Section 78.751 provides that such indemnification may include payment
by the Company of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding upon
receipt of an undertaking by the person indemnified to repay such payment if he
shall be ultimately found not to be entitled to indemnification under the
Section. Indemnification may be provided even though the person to be
indemnified is no longer a director, officer, employee or agent of the Company
or such other entities. Section 78.752 authorizes the Company to obtain
insurance on behalf of any such director, officer, employee or agent against
liabilities, whether or not the Company would have the power to indemnify such
person against such liabilities under the provisions of Section 78.7502.Under
Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of


<PAGE>


expenses of any of its directors, officers, employees or agents. Because neither
the Articles of Incorporation, as amended, or By-Laws of our Company otherwise
provide, notwithstanding the failure of the Company to provide indemnification
and despite a contrary determination by the Board of Directors or its
shareholders in a specific case, a director, officer, employee or agent of the
Company who is or was a party to a proceeding may apply to a court of competent
jurisdiction for indemnification or advancement of expenses or both, and the
court may order indemnification and advancement of expenses, including expenses
incurred in seeking court-ordered indemnification or advancement of expenses if
it determines that the petitioner is entitled to mandatory indemnification
pursuant to Section 78.7502(3) because he has been successful on the merits, or
because the Company has the power to indemnify on a discretionary basis pursuant
to Section 78.7502 or because the court determines that the petitioner is fairly
and reasonably entitled to indemnification or advancement of expenses or both in
view of all the relevant circumstances

ARTICLES OF INCORPORATION AND BY-LAWS

Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company in such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.

INDEMNITY AGREEMENTS

To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each director and officer presently serving the Company and will provide the
same agreement to future directors and officers as well as certain agents and
employees. The Agreement provides that we shall indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable law. The Agreement may at some time require the Company
to pay out funds that might otherwise be utilized to further the Company's
business objectives, thereby reducing our ability to carry out our projected
business plans.

SEC POSITION ON INDEMNIFICATION FOR SECURITY ACT LIABILITY

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. If a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy expressed in the Securities Act
of 1933, as amended, and will be governed by the final adjudication of such
issue.


<PAGE>


OFFICERS AND DIRECTORS LIABILITY INSURANCE

At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance. Our intention, however, is to obtain such insurance
within the fiscal year.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8.

EXHIBITS. Copies of the following documents are included as exhibits to
this registration statement pursuant to Item 601 of regulation S-B.

SEC ExhibitNo.
---
5.01   Letter opinion, including consent of Law Office of Andrea Cataneo
Ltd. regarding legality of Common Stock to be issued Pursuant to the CVCD
STOCK COMPENSATION PLAN.

10.23  CVCD STOCK COMPENSATION PLAN


23.03  Consent of Law Office of Andrea Cataneo Ltd. (included in
Opinion in Exhibit 5.2).

23.04  Consent of Russell Bedford Stefanou Mirchandani LLP, Certified Public
Accountants, 1360 Beverly Road Suite 305 McLean, VA 22101-3621


ITEM 9. UNDERTAKINGS.

(a) 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.

(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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the


<PAGE>


registrant pursuant to the foregoing provisions, 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 Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Los Angeles, State of California on this 26th day of
September 2003.

CAVALCADE OF SPORTS MEDIA, INC.
                                      /s/ Ed Litwak

By:                                  ---------------------------------
                                      Ed Litwak, Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Lawrence Lee, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, 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 on Form
S-8, 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 either of them, may lawfully do or cause to be
done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.


SIGNATURES                                            DATE September 26, 2003

/S/ Ed Litwak

Ed Litwak, Chairman of the Board


/S/ Donald Parsons
    Donald Parsons, Director


<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         CAVALCADE OF SPORTS MEDIA, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)
                                   33-0766069
                      (I.R.S. Employer Identification No.)

                                12268 Via Latina
                            Del Mar, California 92914
                                 (858) 481-2207

               (Address of Principal Executive Offices) (Zip Code)

                          CVCD STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                        Ed Litwak, Chairman of the Board
                     (Name and Address of Agent for Service)

                                12268 Via Latina
                            Del Mar, California 92914
                                 (858) 481-2207
          (Telephone Number, Including Area Code, of Agent for Service)
================================================================================
                       Calculation of Registration Fee
================================================================================
Proposed amount of Securities to be registered: 1,500,000

Amount of        Title of Securities    Amount To Be    Aggregate           Fee
Aggregate        To Be Registered       Registered(1)   Price Per Share(2)
Registration

$1,380,000      Common                 1,500,000         $0.92           $111.65
================================================================================

1      In addition, pursuant to Rule 416(c) under the Securities Act of
       1933, this registration statement also covers an indeterminate amount
       of interests to be offered or sold pursuant to the employee and
       benefit plans described herein.

2      Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) based on the twenty day average bid reported on
       the Over the Counter Bulletin Board, adjusted for the reverse split, was
       $0.92 per share.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

Cavalcade of Sports Media, Inc. (the Company, we, us or the Registrant

The plan is entitled the "CVCD Stock & Stock Option Compensation Plan" ("the
Plan") adopted by the Board of Directors on or about September 26, 2003. The
number of shares being registered is 1,500,000. A copy of the Plan will be
distributed to all eligible individuals or entities to date, and will be
distributed to new eligible individuals as necessary. The Plan is not qualified
under ERISA, nor is this Plan qualified under Section 401(a) of the Internal
Revenue Code.

Except for affiliates that may receive shares under this Plan, there are no
ongoing reporting obligations of Professionals, Employees or Consultants, nor
are there any ongoing contributions from the Registrant. When affiliates are
eligible recipients or Participants in the Plan, such affiliates will be
required to file with the Securities Form 4 disclosing acquisitions and/or
dispositions of stock within two days of such acquisition and/or disposition. If
a sale is to be made by an affiliate, a notice of sale will be filed with the
SEC on a Form 144.

The purpose of this Registration of securities on Form S-8 is to compensate
individuals and/or entities that have performed and continue to perform services
to the Registrant. The Board has authorized this registration statement and has
written the Plan to satisfy present and future compensation obligations and
incentives to professionals, employees and consultants. This registration
statement is limited to 1,500,000 shares, which shall be a combination of shares
of common stock and shares into which stock options can be exercised. The
individuals or entities that are eligible for shares under the Plan have
performed, or will perform in the future, services or activities for which
shares may be issued under a Form S-8. Such individuals or entities may contact
Ed Litwak, the Chairman of the Board of Directors of the Registrant. He can be
reached at (858) 481-2207.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The sale price of Cavalcade of Sports Media, Inc. Common Stock as reported by
the OTC-Bulletin Board on the date of the initial registration statement as
filed on October 8, 2003 was $1.50 per share.

         The date of this Prospectus is September 26, 2003

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION
OR TO MAKE REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING CONTAINED HEREIN AND, IF GIVEN OR MADE INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES OR IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATES AS OF WHICH
INFORMATION IS SET FORTH HEREIN.

                              AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-8 under the Securities
Act with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the commission pursuant to the Securities Act and
the rules and regulations of the Commission thereunder. For further information
with respect to the Company and its Common Stock, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any agreement or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance reference is made to the copy of such agreement
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, can be inspected and copied at the
Commission's offices as described above.

The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
annual and quarterly reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, as well as at the Commission's Regional Office at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained at prescribed rates from the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Information concerning the operation of the Public
Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission.

The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the information that has been or may be incorporated by reference in this
Prospectus but is not delivered with this Prospectus (other than exhibits to
such information unless such exhibits are incorporated by reference in this
Prospectus). Such requests may be mailed to Cavalcade of Sports Media, Inc.,
12268 Via Latina, Del Mar, CA 92914 or may be made by telephone to Mr. Litwak.

ITEM 2. REGISTRANT INFORMATION.

In addition to receiving a copy of the Plan, each eligible individual or entity
shall have access, upon oral or written request, to any documentation regarding
the revised Plan that may not be included in this Registration Statement.
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:

(a) The Company's most recent annual report, filed on Form 10-KSB for the year
ended December 31, 2002, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), which report contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed. The description of the Company's Common Stock is
contained in the annual report incorporated by reference herein.
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the documents of
the Company referred to in (i) above, including the Company's last annual report
filed for the year ended December 31, 2002, and the recent quarterly reports,
filed on Form 10-QSB for the quarters ended March 31, 2003, June 30, 2003
respectively, as well as any current reports filed on Forms 8-K during the past
twelve months.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 78.7502 of the Nevada
General Corporation Law contains provisions authorizing indemnification by the
Company of directors, officers, employees or agents against certain liabilities
and expenses, which they may incur as directors, officers, employees, or agents
of the Company or of certain other entities. Section 78.7502(3) provides for
mandatory indemnification, including attorney's fees, if the director, officer,
employee or agent has been successful on the merits or otherwise in defense of
any action, suit or proceeding or in defense of any claim, issue or matter
therein. Section 78.751 provides that such indemnification may include payment
by the Company of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding upon
receipt of an undertaking by the person indemnified to repay such payment if he
shall be ultimately found not to be entitled to indemnification under the
Section. Indemnification may be provided even though the person to be
indemnified is no longer a director, officer, employee or agent of the Company
or such other entities. Section 78.752 authorizes the Company to obtain
insurance on behalf of any such director, officer, employee or agent against
liabilities, whether or not the Company would have the power to indemnify such
person against such liabilities under the provisions of Section 78.7502.Under
Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of
expenses of any of its directors, officers, employees or agents. Because neither
the Articles of Incorporation, as amended, or By-Laws of our Company otherwise
provide, notwithstanding the failure of the Company to provide indemnification
and despite a contrary determination by the Board of Directors or its
shareholders in a specific case, a director, officer, employee or agent of the
Company who is or was a party to a proceeding may apply to a court of competent
jurisdiction for indemnification or advancement of expenses or both, and the
court may order indemnification and advancement of expenses, including expenses
incurred in seeking court-ordered indemnification or advancement of expenses if
it determines that the petitioner is entitled to mandatory indemnification
pursuant to Section 78.7502(3) because he has been successful on the merits, or
because the Company has the power to indemnify on a discretionary basis pursuant
to Section 78.7502 or because the court determines that the petitioner is fairly
and reasonably entitled to indemnification or advancement of expenses or both in
view of all the relevant circumstances

ARTICLES OF INCORPORATION AND BY-LAWS

Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company in such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.

INDEMNITY AGREEMENTS

To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each director and officer presently serving the Company and will provide the
same agreement to future directors and officers as well as certain agents and
employees. The Agreement provides that we shall indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable law. The Agreement may at some time require the Company
to pay out funds that might otherwise be utilized to further the Company's
business objectives, thereby reducing our ability to carry out our projected
business plans.

SEC POSITION ON INDEMNIFICATION FOR SECURITY ACT LIABILITY

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. If a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy expressed in the Securities Act
of 1933, as amended, and will be governed by the final adjudication of such
issue.
OFFICERS AND DIRECTORS LIABILITY INSURANCE

At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance. Our intention, however, is to obtain such insurance
within the fiscal year.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8.

EXHIBITS. Copies of the following documents are included as exhibits to
this registration statement pursuant to Item 601 of regulation S-B.

SEC ExhibitNo.
---
5.01   Letter opinion, including consent of Law Office of Andrea Cataneo
Ltd. regarding legality of Common Stock to be issued Pursuant to the CVCD
STOCK COMPENSATION PLAN.

10.23  CVCD STOCK COMPENSATION PLAN

23.03  Consent of Law Office of Andrea Cataneo Ltd. (included in
Opinion in Exhibit 5.2).

23.04  Consent of Russell Bedford Stefanou Mirchandani LLP, Certified Public
Accountants, 1360 Beverly Road Suite 305 McLean, VA 22101-3621

ITEM 9. UNDERTAKINGS.

(a) 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.

(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) 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 the foregoing provisions, 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 Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Los Angeles, State of California on this 26th day of
September 2003.

CAVALCADE OF SPORTS MEDIA, INC.
                                      /s/ Ed Litwak

By:                                  ---------------------------------
                                      Ed Litwak, Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Lawrence Lee, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, 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 on Form
S-8, 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 either of them, may lawfully do or cause to be
done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.

SIGNATURES                                            DATE September 26, 2003

/S/ Ed Litwak

Ed Litwak, Chairman of the Board

/S/ Donald Parsons
    Donald Parsons, Director