AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2005
                                                REGISTRATION NO. _______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                   International Sports and Media Group, Inc.
--------------------------------------------------------------------------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)

           Nevada                                                     88-0350156
--------------------------------------------------------------------------------
(State  or  other  jurisdiction  of                               (IRS  Employer
incorporation  or  organization)                            Identification  No.)


              11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064
              -----------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                  2005 Non-Qualified Stock & Stock Option Plan
                  --------------------------------------------
                             (Full title of the plan)

                                   Rite, Inc.
                            1905 South Eastern Avenue
                               Las Vegas, NV 89104
--------------------------------------------------------------------------------
                    (Name and address of agent for service)


                                        1

                                 (702) 641-7557
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>


CALCULATION  OF  REGISTRATION  FEE


<S>                            <C>               <C>               <C>                 <C>
                               PROPOSED          PROPOSED
                               AMOUNT OF         MAXIMUM           MAXIMUM             AMOUNT OF
TITLE OF SECURITIES . . . . .  SHARES            OFFERING          AGGREGATE           REGISTRATION
TO BE REGISTERED. . . . . . .  TO BE REGISTERED  PRICE PER SHARE   OFFERING PRICE(1)   FEE
-----------------------------  ----------------  ----------------  ------------------  -------------

Common stock, $.001 par value        20,000,000  $            .02             400,000  $       47.08
-----------------------------  ----------------  ----------------  ------------------  -------------

TOTALS. . . . . . . . . . . .        20,000,000                               400,000  $       47.08
<FN>


(1)     This  calculation  is  made  solely  for  the  purposes  of determining the registration fee
pursuant  to  the  provisions  of  Rule  457(c) under the Securities Act of 1933, as amended, and is
calculated  on  the  basis  of  the average of the high and low prices per share of the common stock
reported  on  the OTC Bulletin Board as of March 23, 2005, a date within five business days prior to
the  filing  of  this  registration  statement.
</TABLE>

                                   PROSPECTUS

                   International Sports and Media Group, Inc.
                        20,000,000 Shares of Common Stock

     This  prospectus  relates to the offer and sale by International Sports and
Media, Inc., a Nevada corporation ("ISME"), of shares of its $.001 par value per
share  common  stock  to  certain employees, officers, directors and consultants
(the "Consultants") pursuant to the 2005 Non-Qualified Stock & Stock Option Plan
(the  "Plan").  Pursuant  to  the  Plan,  ISME is registering hereunder and then
issuing,  upon  receipt of adequate consideration therefore, to the Consultants,
an  aggregate  of  20,000,000  shares  of  common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients  of shares other than persons who are "affiliates" of ISME within the
meaning  of  the  Securities Act of 1933 (the "Act") may sell all or part of the
shares  in  any  way  permitted  by law, including sales in the over-the-counter
market  at  prices  prevailing  at  the  time of such sale.  ISME is registering
10,000,000  shares  hereunder  for  affiliates  of the company.  An affiliate is
summarily, any director, executive officer or controlling shareholder of ISME or
anyone  of its subsidiaries.  An "affiliate" of ISME is subject to Section 16(b)
of  the  Securities Exchange Act of 1934, as amended (the "Exchange Act").  If a
consultant  who  is not now an "affiliate" becomes an "affiliate" of ISME in the
future,  he/she would then be subject to Section 16(b) of the Exchange Act.  The
common  stock  is  traded on the OTC Bulletin Board under the symbol "ISME."  On
March  23,  2005,  the  closing  price  for the common stock was $.02 per share.


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 date of this prospectus is March 21, 2005

     This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  registration  statement  or  other  filings by ISME with the Commission are
qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written or oral request.  Requests should be addressed to:  International Sports
and  Media, Inc., 11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064.  ISME's
telephone  number  is  (310)  445-2599.  ISME  is  subject  to  the  reporting
requirements  of  the Exchange Act and in accordance therewith files reports and
other  information  with  the  Commission.  These  reports, as well as the proxy
statements, information statements and other information filed by ISME under the
Exchange  Act  may  be  inspected  and copied at the public reference facilities
maintained  by  the  Commission at 450 Fifth Street, N.W. Washington D.C. 20549.

                                        2

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by  ISME.  This  prospectus  does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in  the  affairs  of  ISME  since  the  date  hereof.


                                TABLE OF CONTENTS


INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     3

Item  1.  The  Plan  Information                                               3

Item  2.  Registrant  Information  and  Employee  Plan  Annual Information     4

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        4

Item  3.  Incorporation  of  Documents  by  Reference                          4

Item  4.  Description  of  Securities                                          4

Item  5.  Interests  of  Named  Experts  and  Counsel                          4

Item  6.  Indemnification  of  Directors  and  Officers                        5

Item  7.  Exemption  from  Registration  Claimed                               5

Item  8.  Exhibits                                                             5

Item  9.  Undertakings                                                         6

SIGNATURES                                                                     6


                                     PART 1

                    INFORMATION REQUIRED IN THE SECTION 10(A)

                                   PROSPECTUS

Item  1.          The  Plan  Information.

The  Company

ISME  has its principal executive offices at 11301 Olympic Blvd., Suite 680, Los
Angeles,  CA  90064.  ISME's  telephone  number  is  (310)  445-2599.

Purpose

ISME  will  issue  common  stock  to  certain employees, officers, directors and
consultants (the "Consultants") pursuant to the 2005 Non-Qualified Stock & Stock
Option  Plan  (the  "Plan") which has been approved by the Board of Directors of
ISME. The Plan is intended to provide a method whereby ISME may be stimulated by
the personal involvement of the Consultants in ISME's future prosperity, thereby
advancing the interests of ISME, and all of its shareholders. A copy of the Plan
has  been  filed  as  an  exhibit  to  this  registration  statement.

Common  Stock

The  Board  has authorized the issuance of up to 20,000,000 shares of the common
stock  to  the  Consultants  upon  effectiveness of this registration statement.

No  Restrictions  on  Transfer

The  Consultants  will  become the record and beneficial owners of the shares of
common stock upon issuance and delivery and are entitled to all of the rights of
ownership,  including  the  right  to  vote  any  shares  awarded and to receive
ordinary  cash  dividends  on  the  common  stock.

Tax  Treatment  to  the  Consultants





                                        3

The  common  stock is not qualified under Section 401(a) of the Internal Revenue
Code.  The  Consultants,  therefore,  will  be  required  for federal income tax
purposes  to  recognize  compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture.  Accordingly, absent
a  specific  contractual provision to the contrary, the Consultants will receive
compensation  taxable  at  ordinary  rates equal to the fair market value of the
shares  on  the  date  of  receipt  since  there  will be no substantial risk of
forfeiture  or  other  restrictions  on  transfer.  If, however, the Consultants
receive  shares of common stock pursuant to the exercise of an option or options
at  an  exercise  price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax  purposes.  The  Consultants are urged to consult each of their tax advisors
on  this  matter.  Further, if any recipient is an "affiliate," Section 16(b) of
the  Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

Tax  Treatment  to  the  Company

The  amount  of  income recognized by any recipient hereunder in accordance with
the  foregoing  discussion  will be a tax deductible expense by ISME for federal
income  tax  purposes  in  the  taxable  year of ISME during which the recipient
recognizes  income.

Restrictions  on  Resales

In  the  event  that  an  affiliate  of  ISME  acquires  shares  of common stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of common stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to  ISME.  Services rendered have been recognized as valid consideration for the
"purchase"  of  shares in connection with the "profit" computation under Section
16(b)  of the Exchange Act. ISME has agreed that for the purpose of any "profit"
computation  under  Section  16(b)  of  the Exchange Act, the price paid for the
common  stock  issued  to affiliates is equal to the value of services rendered.
Shares  of  common stock acquired hereunder by persons other than affiliates are
not  subject  to  Section  16(b)  of  the  Exchange  Act.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

The  documents  incorporated  by reference in Item 3 of Part II of the Form S-8,
and  any  other  documents  required  to  be  delivered pursuant to Rule 428(b),
promulgated  under  the  Securities Act, are available from the company, without
charge,  upon written or oral request. Requests for documents should be directed
to  the  CEO  of  the company at 11301 Olympic Blvd., Suite 680, Los Angeles, CA
90064.  The documents incorporated by reference in Item 3 of Part II of the Form
S-8  are  also  incorporated  in  this  Prospectus  by  reference  thereto.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.          Incorporation  of  Documents  by  Reference.

The  following  documents filed with the Securities and Exchange Commission (the
"Commission")  by  International  Sports  and  Media  Group,  Inc.,  a  Nevada
corporation  (the  "Company"),  are  incorporated  herein  by  reference:

     (a)  The Company's latest Annual Report on Form 10-KSB for the year ended
          December 31, 2003, filed with the Securities and Exchange Commission;

     (b)  The reports of the Company filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act")
          since the fiscal year ended December 31, 2003;

     (c)  The description of the Company's common stock contained in its Form
          10-SB filed September 30, 1999 (File No. 00027487), including any
          amendment or report filed for the purpose of updating such
          description.

     (d)  All other documents filed by the Company after the date of this
          Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
          of the Exchange Act, prior to the filing of a post-effective amendment
          to this Registration Statement which indicates that all securities
          offered have been sold or de-registers all securities then remaining
          unsold, shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date of filing
          such documents.

Item  4.          Description  of  Securities.

Not  applicable.

Item  5.          Interests  of  Named  Experts  and  Counsel.

                                        4

Weed  &  Co. LLP has rendered an opinion on the validity of the securities being
registered.  Mr.  Richard  O.  Weed,  managing  partner  of Weed & Co. LLP, owns
2,000,000  restricted  shares  of  the  company's  common stock and an option to
purchase  2,000,000 shares of the company's common stock at an exercise price of
$.05  per  share.  These  options  expire  December 31, 2010. Mr. Weed will also
receive  an  additional 1,000,000 shares of common stock in connection with this
offering.

Item  6.          Indemnification  of  Directors  and  Officers

The  company's  officers and directors are indemnified as provided by the Nevada
Revised  Statutes  and  the  company's  bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company
or  its shareholders for monetary liabilities applies automatically unless it is
specifically  limited by a company's Articles of Incorporation, the Bylaws or by
Agreement.  The  Articles  of  Incorporation  do  not  specifically  limit  the
directors'  liability;  however  the Bylaws specify the extent and nature of any
liability  of directors, as detailed below. There are currently no agreements in
effect, which would limit such liability. Excepted from that immunity are: (a) a
willful  failure  to  deal  fairly  with  the  company  or  its  shareholders in
connection  with  a  matter  in  which  the  director has a material conflict of
interest;  (b)  a  violation of criminal law, unless the director had reasonable
cause  to  believe  that his or her conduct was lawful or no reasonable cause to
believe  that  his or her conduct was unlawful; (c) a transaction from which the
director  derived  an  improper  personal  profit;  and  (d) willful misconduct.

International  Sports  and  Media  Group, Inc.'s bylaws provide that the company
will  indemnify  the directors and officers to the fullest extent not prohibited
by Nevada law; provided, however, that the company may modify the extent of such
indemnification  by  individual  contracts with the directors and officers; and,
provided,  further,  that  International  Sports  and  Media  Group shall not be
required to indemnify any director or officer in connection with any proceeding,
or  part  thereof,  initiated by such person unless such indemnification: (a) is
expressly  required  to be made by law, (b) the proceeding was authorized by the
board  of  directors,  (c)  is provided by us, in International Sports and Media
Group's  sole  discretion,  pursuant to the powers vested us under Nevada law or
(d)  is  required  to  be  made  pursuant  to  the  bylaws.

The company's bylaws provide that the company will advance to any person who was
or  is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer, of
the company, or is or was serving at the request of the company as a director or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request  therefore,  all  expenses  incurred  by  any  director  or  officer  in
connection  with  such proceeding upon receipt of an undertaking by or on behalf
of  such person to repay said amounts if it should be determined ultimately that
such  person  is  not  entitled to be indemnified under the bylaws or otherwise.

The  company's  bylaws provide that no advance shall be made by it to an officer
of  the  company,  except  by  reason  of the fact that such officer is or was a
director  of  the  company in which event this paragraph shall not apply, in any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if  a  determination is reasonably and promptly made: (a) by the
board  of  directors  by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that  such person acted in bad faith or in a manner that such
person  did  not  believe  to  be  in  or  not  opposed to the best interests of
International  Sports  and  Media  Group.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification  is  against public policy as expressed in the Securities Act of
1933  and  is  therefore  unenforceable.

Item  7.          Exemption  from  Registration  Claimed.

     Not  applicable.

Item  8.     Exhibits.

     (a)  The following exhibits are filed as part of this registration
          statement pursuant to Item 601 of the Regulation S-K and are
          specifically incorporated herein by this reference:

          Exhibit  No.    Title
          ------------    -----

          5               Opinion  of  Weed  &  Co.  LLP

                                        5

          10.1            2005  Non-Qualified  Stock  &  Stock  Option  Plan

          23.1            Consent  of  Weed  &  Co.  LLP  (included  in  Exhibit
                          5)

          23.2            Consent  of  HJ  Associates  &  Consultants  LLP

Item  9.          Undertakings.

     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:

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


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

     (III) 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)(i) and (1)(ii) shall not apply if
     registration  statement  is  on  Form  S-3,  Form  S-8 or Form F-3, and the
     information  required  [or] to be included in a post-effective amendment by
     those  paragraphs  is contained in periodic reports filed by the registrant
     pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of
     1934  that  are  incorporated  by  reference in the registration statement.

(2)  That, for the purpose of determining any liability pursuant to 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 offered 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.

(4)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of
     registrant pursuant to the foregoing provisions, or otherwise, registrant
     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 and is therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by registrant of expenses incurred or paid by a director, officer or
     controlling person of 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, 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 is against public policy as expressed
     in the Act and will be governed by the final adjudication of such issue.

(5)  The undersigned hereby undertakes that, for purposes of determining any
     liability under the Securities Act of 1933, each filing of registrant's
     annual report pursuant to Section 13(a) of the Securities Act of 1934 (and,
     where applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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 Los Angeles, State of California, on March 21, 2005.

                      INTERNATIONAL  SPORTS  AND
                      MEDIA  GROUP
                      (Registrant)

                                        6

                      /s/  Gordon  F.  Lee
                      --------------------
                      Gordon  F.  Lee
                      Chairman  and  Chief  Executive  Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.


<TABLE>
<CAPTION>



<S>               <C>                                              <C>
SIGNATURES . . .  TITLE                                            DATE
----------------  -----------------------------------------------  --------------

/s/Gordon F. Lee
----------------
Gordon F. Lee. .  Chief Executive Officer & Chairman               March 21, 2005
----------------  -----------------------------------------------  --------------
/s/Yan Skwara
----------------
Yan Skwara . . .  President, Chief Financial Officer (Controller)  March 21, 2005
/s/Lonn Paul
----------------
Lonn Paul. . . .  Secretary, Director                              March 21, 2005
</TABLE>

                                        7
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 26386}]
{"company-data": {"conformed-name": "INTERNATIONAL SPORTS & MEDIA GROUP INC", "cik": "0001054311", "assigned-sic": "2721", "irs-number": "880350156", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123599", "film-number": "05704983"}, "business-address": {"street1": "3803 MISSION BLVD SUITE 290", "city": "SAN DIEGO", "state": "CA", "zip": "92109", "phone": "8584887775"}, "mail-address": {"street1": "3803 MISSION BLVD SUITE 290", "city": "SAN DIEGO", "state": "CA", "zip": "92109"}, "former-company": {"former-conformed-name": "SAN DIEGO SOCCER DEVELOPMENT CORP", "date-changed": "19990913"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2005
                                                REGISTRATION NO. _______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   International Sports and Media Group, Inc.
--------------------------------------------------------------------------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)

           Nevada                                                     88-0350156
--------------------------------------------------------------------------------
(State  or  other  jurisdiction  of                               (IRS  Employer
incorporation  or  organization)                            Identification  No.)

              11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064
              -----------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                  2005 Non-Qualified Stock & Stock Option Plan
                  --------------------------------------------
                             (Full title of the plan)

                                   Rite, Inc.
                            1905 South Eastern Avenue
                               Las Vegas, NV 89104
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                        1

                                 (702) 641-7557
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION  OF  REGISTRATION  FEE
PROPOSED          PROPOSED
                               AMOUNT OF         MAXIMUM           MAXIMUM             AMOUNT OF
TITLE OF SECURITIES . . . . .  SHARES            OFFERING          AGGREGATE           REGISTRATION
TO BE REGISTERED. . . . . . .  TO BE REGISTERED  PRICE PER SHARE   OFFERING PRICE(1)   FEE
-----------------------------  ----------------  ----------------  ------------------  -------------

Common stock, $.001 par value        20,000,000  $            .02             400,000  $       47.08
-----------------------------  ----------------  ----------------  ------------------  -------------

TOTALS. . . . . . . . . . . .        20,000,000                               400,000  $       47.08
(1)     This  calculation  is  made  solely  for  the  purposes  of determining the registration fee
pursuant  to  the  provisions  of  Rule  457(c) under the Securities Act of 1933, as amended, and is
calculated  on  the  basis  of  the average of the high and low prices per share of the common stock
reported  on  the OTC Bulletin Board as of March 23, 2005, a date within five business days prior to
the  filing  of  this  registration  statement.
PROSPECTUS

                   International Sports and Media Group, Inc.
                        20,000,000 Shares of Common Stock

     This  prospectus  relates to the offer and sale by International Sports and
Media, Inc., a Nevada corporation ("ISME"), of shares of its $.001 par value per
share  common  stock  to  certain employees, officers, directors and consultants
(the "Consultants") pursuant to the 2005 Non-Qualified Stock & Stock Option Plan
(the  "Plan").  Pursuant  to  the  Plan,  ISME is registering hereunder and then
issuing,  upon  receipt of adequate consideration therefore, to the Consultants,
an  aggregate  of  20,000,000  shares  of  common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients  of shares other than persons who are "affiliates" of ISME within the
meaning  of  the  Securities Act of 1933 (the "Act") may sell all or part of the
shares  in  any  way  permitted  by law, including sales in the over-the-counter
market  at  prices  prevailing  at  the  time of such sale.  ISME is registering
10,000,000  shares  hereunder  for  affiliates  of the company.  An affiliate is
summarily, any director, executive officer or controlling shareholder of ISME or
anyone  of its subsidiaries.  An "affiliate" of ISME is subject to Section 16(b)
of  the  Securities Exchange Act of 1934, as amended (the "Exchange Act").  If a
consultant  who  is not now an "affiliate" becomes an "affiliate" of ISME in the
future,  he/she would then be subject to Section 16(b) of the Exchange Act.  The
common  stock  is  traded on the OTC Bulletin Board under the symbol "ISME."  On
March  23,  2005,  the  closing  price  for the common stock was $.02 per share.

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 date of this prospectus is March 21, 2005

     This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  registration  statement  or  other  filings by ISME with the Commission are
qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written or oral request.  Requests should be addressed to:  International Sports
and  Media, Inc., 11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064.  ISME's
telephone  number  is  (310)  445-2599.  ISME  is  subject  to  the  reporting
requirements  of  the Exchange Act and in accordance therewith files reports and
other  information  with  the  Commission.  These  reports, as well as the proxy
statements, information statements and other information filed by ISME under the
Exchange  Act  may  be  inspected  and copied at the public reference facilities
maintained  by  the  Commission at 450 Fifth Street, N.W. Washington D.C. 20549.

                                        2

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by  ISME.  This  prospectus  does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in  the  affairs  of  ISME  since  the  date  hereof.

                                TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     3

Item  1.  The  Plan  Information                                               3

Item  2.  Registrant  Information  and  Employee  Plan  Annual Information     4

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        4

Item  3.  Incorporation  of  Documents  by  Reference                          4

Item  4.  Description  of  Securities                                          4

Item  5.  Interests  of  Named  Experts  and  Counsel                          4

Item  6.  Indemnification  of  Directors  and  Officers                        5

Item  7.  Exemption  from  Registration  Claimed                               5

Item  8.  Exhibits                                                             5

Item  9.  Undertakings                                                         6

SIGNATURES                                                                     6

                                     PART 1

                    INFORMATION REQUIRED IN THE SECTION 10(A)

                                   PROSPECTUS

Item  1.          The  Plan  Information.

The  Company

ISME  has its principal executive offices at 11301 Olympic Blvd., Suite 680, Los
Angeles,  CA  90064.  ISME's  telephone  number  is  (310)  445-2599.

Purpose

ISME  will  issue  common  stock  to  certain employees, officers, directors and
consultants (the "Consultants") pursuant to the 2005 Non-Qualified Stock & Stock
Option  Plan  (the  "Plan") which has been approved by the Board of Directors of
ISME. The Plan is intended to provide a method whereby ISME may be stimulated by
the personal involvement of the Consultants in ISME's future prosperity, thereby
advancing the interests of ISME, and all of its shareholders. A copy of the Plan
has  been  filed  as  an  exhibit  to  this  registration  statement.

Common  Stock

The  Board  has authorized the issuance of up to 20,000,000 shares of the common
stock  to  the  Consultants  upon  effectiveness of this registration statement.

No  Restrictions  on  Transfer

The  Consultants  will  become the record and beneficial owners of the shares of
common stock upon issuance and delivery and are entitled to all of the rights of
ownership,  including  the  right  to  vote  any  shares  awarded and to receive
ordinary  cash  dividends  on  the  common  stock.

Tax  Treatment  to  the  Consultants

                                        3

The  common  stock is not qualified under Section 401(a) of the Internal Revenue
Code.  The  Consultants,  therefore,  will  be  required  for federal income tax
purposes  to  recognize  compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture.  Accordingly, absent
a  specific  contractual provision to the contrary, the Consultants will receive
compensation  taxable  at  ordinary  rates equal to the fair market value of the
shares  on  the  date  of  receipt  since  there  will be no substantial risk of
forfeiture  or  other  restrictions  on  transfer.  If, however, the Consultants
receive  shares of common stock pursuant to the exercise of an option or options
at  an  exercise  price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax  purposes.  The  Consultants are urged to consult each of their tax advisors
on  this  matter.  Further, if any recipient is an "affiliate," Section 16(b) of
the  Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

Tax  Treatment  to  the  Company

The  amount  of  income recognized by any recipient hereunder in accordance with
the  foregoing  discussion  will be a tax deductible expense by ISME for federal
income  tax  purposes  in  the  taxable  year of ISME during which the recipient
recognizes  income.

Restrictions  on  Resales

In  the  event  that  an  affiliate  of  ISME  acquires  shares  of common stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of common stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to  ISME.  Services rendered have been recognized as valid consideration for the
"purchase"  of  shares in connection with the "profit" computation under Section
16(b)  of the Exchange Act. ISME has agreed that for the purpose of any "profit"
computation  under  Section  16(b)  of  the Exchange Act, the price paid for the
common  stock  issued  to affiliates is equal to the value of services rendered.
Shares  of  common stock acquired hereunder by persons other than affiliates are
not  subject  to  Section  16(b)  of  the  Exchange  Act.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

The  documents  incorporated  by reference in Item 3 of Part II of the Form S-8,
and  any  other  documents  required  to  be  delivered pursuant to Rule 428(b),
promulgated  under  the  Securities Act, are available from the company, without
charge,  upon written or oral request. Requests for documents should be directed
to  the  CEO  of  the company at 11301 Olympic Blvd., Suite 680, Los Angeles, CA
90064.  The documents incorporated by reference in Item 3 of Part II of the Form
S-8  are  also  incorporated  in  this  Prospectus  by  reference  thereto.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.          Incorporation  of  Documents  by  Reference.

The  following  documents filed with the Securities and Exchange Commission (the
"Commission")  by  International  Sports  and  Media  Group,  Inc.,  a  Nevada
corporation  (the  "Company"),  are  incorporated  herein  by  reference:

     (a)  The Company's latest Annual Report on Form 10-KSB for the year ended
          December 31, 2003, filed with the Securities and Exchange Commission;

     (b)  The reports of the Company filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act")
          since the fiscal year ended December 31, 2003;

     (c)  The description of the Company's common stock contained in its Form
          10-SB filed September 30, 1999 (File No. 00027487), including any
          amendment or report filed for the purpose of updating such
          description.

     (d)  All other documents filed by the Company after the date of this
          Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
          of the Exchange Act, prior to the filing of a post-effective amendment
          to this Registration Statement which indicates that all securities
          offered have been sold or de-registers all securities then remaining
          unsold, shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date of filing
          such documents.

Item  4.          Description  of  Securities.

Not  applicable.

Item  5.          Interests  of  Named  Experts  and  Counsel.

                                        4

Weed  &  Co. LLP has rendered an opinion on the validity of the securities being
registered.  Mr.  Richard  O.  Weed,  managing  partner  of Weed & Co. LLP, owns
2,000,000  restricted  shares  of  the  company's  common stock and an option to
purchase  2,000,000 shares of the company's common stock at an exercise price of
$.05  per  share.  These  options  expire  December 31, 2010. Mr. Weed will also
receive  an  additional 1,000,000 shares of common stock in connection with this
offering.

Item  6.          Indemnification  of  Directors  and  Officers

The  company's  officers and directors are indemnified as provided by the Nevada
Revised  Statutes  and  the  company's  bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company
or  its shareholders for monetary liabilities applies automatically unless it is
specifically  limited by a company's Articles of Incorporation, the Bylaws or by
Agreement.  The  Articles  of  Incorporation  do  not  specifically  limit  the
directors'  liability;  however  the Bylaws specify the extent and nature of any
liability  of directors, as detailed below. There are currently no agreements in
effect, which would limit such liability. Excepted from that immunity are: (a) a
willful  failure  to  deal  fairly  with  the  company  or  its  shareholders in
connection  with  a  matter  in  which  the  director has a material conflict of
interest;  (b)  a  violation of criminal law, unless the director had reasonable
cause  to  believe  that his or her conduct was lawful or no reasonable cause to
believe  that  his or her conduct was unlawful; (c) a transaction from which the
director  derived  an  improper  personal  profit;  and  (d) willful misconduct.

International  Sports  and  Media  Group, Inc.'s bylaws provide that the company
will  indemnify  the directors and officers to the fullest extent not prohibited
by Nevada law; provided, however, that the company may modify the extent of such
indemnification  by  individual  contracts with the directors and officers; and,
provided,  further,  that  International  Sports  and  Media  Group shall not be
required to indemnify any director or officer in connection with any proceeding,
or  part  thereof,  initiated by such person unless such indemnification: (a) is
expressly  required  to be made by law, (b) the proceeding was authorized by the
board  of  directors,  (c)  is provided by us, in International Sports and Media
Group's  sole  discretion,  pursuant to the powers vested us under Nevada law or
(d)  is  required  to  be  made  pursuant  to  the  bylaws.

The company's bylaws provide that the company will advance to any person who was
or  is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer, of
the company, or is or was serving at the request of the company as a director or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request  therefore,  all  expenses  incurred  by  any  director  or  officer  in
connection  with  such proceeding upon receipt of an undertaking by or on behalf
of  such person to repay said amounts if it should be determined ultimately that
such  person  is  not  entitled to be indemnified under the bylaws or otherwise.

The  company's  bylaws provide that no advance shall be made by it to an officer
of  the  company,  except  by  reason  of the fact that such officer is or was a
director  of  the  company in which event this paragraph shall not apply, in any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if  a  determination is reasonably and promptly made: (a) by the
board  of  directors  by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that  such person acted in bad faith or in a manner that such
person  did  not  believe  to  be  in  or  not  opposed to the best interests of
International  Sports  and  Media  Group.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification  is  against public policy as expressed in the Securities Act of
1933  and  is  therefore  unenforceable.

Item  7.          Exemption  from  Registration  Claimed.

     Not  applicable.

Item  8.     Exhibits.

     (a)  The following exhibits are filed as part of this registration
          statement pursuant to Item 601 of the Regulation S-K and are
          specifically incorporated herein by this reference:

          Exhibit  No.    Title
          ------------    -----

          5               Opinion  of  Weed  &  Co.  LLP

                                        5

          10.1            2005  Non-Qualified  Stock  &  Stock  Option  Plan

          23.1            Consent  of  Weed  &  Co.  LLP  (included  in  Exhibit
                          5)

          23.2            Consent  of  HJ  Associates  &  Consultants  LLP

Item  9.          Undertakings.

     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:

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

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

     (III) 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)(i) and (1)(ii) shall not apply if
     registration  statement  is  on  Form  S-3,  Form  S-8 or Form F-3, and the
     information  required  [or] to be included in a post-effective amendment by
     those  paragraphs  is contained in periodic reports filed by the registrant
     pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of
     1934  that  are  incorporated  by  reference in the registration statement.

(2)  That, for the purpose of determining any liability pursuant to 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 offered 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.

(4)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of
     registrant pursuant to the foregoing provisions, or otherwise, registrant
     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 and is therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by registrant of expenses incurred or paid by a director, officer or
     controlling person of 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, 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 is against public policy as expressed
     in the Act and will be governed by the final adjudication of such issue.

(5)  The undersigned hereby undertakes that, for purposes of determining any
     liability under the Securities Act of 1933, each filing of registrant's
     annual report pursuant to Section 13(a) of the Securities Act of 1934 (and,
     where applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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 Los Angeles, State of California, on March 21, 2005.

                      INTERNATIONAL  SPORTS  AND
                      MEDIA  GROUP
                      (Registrant)

                                        6

                      /s/  Gordon  F.  Lee
                      --------------------
                      Gordon  F.  Lee
                      Chairman  and  Chief  Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.
SIGNATURES . . .  TITLE                                            DATE
----------------  -----------------------------------------------  --------------

/s/Gordon F. Lee
----------------
Gordon F. Lee. .  Chief Executive Officer & Chairman               March 21, 2005
----------------  -----------------------------------------------  --------------
/s/Yan Skwara
----------------
Yan Skwara . . .  President, Chief Financial Officer (Controller)  March 21, 2005
/s/Lonn Paul
----------------
Lonn Paul. . . .  Secretary, Director                              March 21, 2005
7