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<p align="center">SECURITIES AND EXCHANGE COMMISSION<br>
<br>
WASHINGTON D.C. 20549<br>
<br>
FORM S-8<br>
<br>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933<br>
<br>
INTERNATIONAL SPORTS AND MEDIA GROUP, INC.<br>
(Exact name of registrant as specified in its charter)<br>
<br>
NEVADA<br>
(State or other jurisdiction of incorporation or organization)<br>
<br>
88-0350156<br>
(I.R.S. Employer Identification No.)<br>
<br>
11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064<br>
(Address of Principal Executive Offices, and Zip Code)<br>
<br>
EMPLOYEE STOCK INCENTIVE PLAN FOR EMP0LOYEES AND CONSULTANTS<br>
(Full title of plan)<br>
<br>
Rite, Inc.<br>
1905 South Eastern Avenue<br>
Las Vegas, NV 89104<br>
(Name and address of agent for service)<br>
<br>
<br>
CALCULATION OF REGISTRATION FEE</p>
<table border="1" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
  <tr>
    <td width="20%">Title of Securities to be Registered</td>
    <td width="20%">Amount to be registered</td>
    <td width="20%">Proposed Maximum Offering Price Per Share</td>
    <td width="20%">Proposed Maximum Aggregate Offering Price Per Share</td>
    <td width="20%">Amount of Registration Fee</td>
  </tr>
  <tr>
    <td width="20%">COMMON</td>
    <td width="20%">30,000,000</td>
    <td width="20%">.02(1)</td>
    <td width="20%">$600,000</td>
    <td width="20%">$76.02</td>
  </tr>
</table>
<p align="justify">(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rue 457 under the Securities Act of 1933.<br>
<br>
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS<br>
<br>
Item 1. Plan Information<br>
<br>
This prospectus relates to the offer and sale by International Sports and Media
Group, Inc., a Nevada corporation ("ISME"), of shares of this $0.001 par value
per share common stock to certain employees, officers, directors and consultants
(the "consultants") pursuant to a consulting agreement and the 2004 Stock
Incentive Plan for Employees and Consultants (the "Stock Plan"). Pursuant to the
Stock Plan and the consulting agreements, in payment for services rendered, ISME
is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, to the consultants and persons covered by the Stock
Plan, 30,000,000 shares of common stock. <br>
<br>
Title of Plan: International Sports and Media Group, Inc. 2004 Stock Incentive
Plan for Employees and Consultants, offering common stock of International
Sports and Media Group, Inc.<br>
<br>
Nature and Purpose: To provide employees and consultants of the Company and its
subsidiaries, if any, with financial incentives for their contribution to the
Company and also to offer the employees and consultants an opportunity to become
shareholders of the Company.<br>
&nbsp;</p>
  <P ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">1</FONT></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <p align="justify">Modification of the Plan: The Plan may be modified, with or
  without shareholder approval, by the Company's Board of Directors, provided
  that no such modification shall, without shareholder approval or ratification:
  1) increase the aggregate maximum number of shares subject to the Plan (except
  as provided in Section 5 of the Plan); 2) increase the maximum number of
  shares for which any Participant may be granted stock options, stock
  appreciation rights, or awarded restricted stock under the Plan (except as
  provided by Section 5 of the Plan); 3) change the class of persons eligible to
  participate in the Plan; 4) materially increase the benefits accruing to
  Participants under the Plan; or 5) without the consent of the holder thereof,
  change the stock Option price (except as provided in Section 5 of the Plan),
  or alter or impair any stock Option, Stock Appreciation Right or restricted
  stock previously granted or awarded under the Plan.<br>
  <br>
  Plan Administrators: The Plan administrators, acting as a committee, shall
  determine the persons to be granted stock Options, Stock Appreciation Rights
  and restricted stock, the amount of stock or rights to be optioned or granted
  to each such person, and the terms and conditions of any stock Option, Stock
  Appreciation Right and restricted stock. The committee is authorized to
  interpret the Plan, to make, amend and rescind rules and regulations relating
  to the Plan and to make all other determinations necessary or advisable for
  the Plan's administration.<br>
  <br>
  Distribution: Securities registered hereunder shall be distributed as follows:<br>
  &nbsp;</p>
  <table border="1" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="100%">
    <tr>
      <td width="50%" valign="top">2004 Stock Incentive Plan for Employees and
      Consultants </td>
      <td width="50%" valign="top">15,000,000 Shares</td>
    </tr>
    <tr>
      <td width="50%">Gordon F. Lee</td>
      <td width="50%">10,000,000 Shares</td>
    </tr>
    <tr>
      <td width="50%">Yan Skwara</td>
      <td width="50%">5,000,000</td>
    </tr>
</table>
  <p align="justify">There are no material relationships between the administrators and the
  employees, the registrant or its affiliates. Plan administrators are elected
  concurrently with members of the Board of Directors and serve for a term equal
  to that of the Board members.<br>
  <br>
  Applicable ERISA Provisions: N/A<br>
  <br>
  For additional information regarding the Plan and its administrators,
  employees and consultants may contact the Company at:</p>
  <p align="center">11301 Olympic Blvd., Suite 680<br>
  Los Angeles, CA 90064<br>
  &nbsp;</p>
  <p align="justify">No other person is authorized to give any information or make any
  representation not contained or incorporated by reference in this Prospectus,
  in connection with the offer contained in this Prospectus, and, if given or
  made, such other information or representation must not be relied upon as
  having been authorized by the Company. 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.<br>
  <br>
  <br>
  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.<br>
  <br>
  This Prospectus does not constitute an offer to sell, or the solicitation of
  any offer to buy, any security other than the securities covered by this
  Prospectus, nor does it constitute an offer or solicitation by anyone in any
  jurisdiction in which such offer or solicitation is not authorized, or in
  which the person making such offer or solicitation is not qualified to do so,
  or to any person to whom it is unlawful to make such offer or solicitation.<br>
  <br>
  Securities to be Offered<br>
  <br>
  The Plan shall offer no more than 15,000,000 shares of the Common Stock of the
  Company. The Plan will only offer securities registered under Section 12 of
  the Exchange Act.<br>
&nbsp;</p>
  <P ALIGN="center"><font face="Times New Roman" size="2">2</font></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <p align="justify">Employees Who May Participate in the Plan<br>
  <br>
  The Company's Compensation Committee (the &quot;Committee&quot;) is charged with the
  duty to determine and designate from time to time, in its discretion, those
  employees and consultants of the Company or any subsidiary to receive stock
  Options, Stock Appreciation Rights, or restricted stock who, in the judgment
  of the Committee, are or will become responsible for the direction and
  financial success of the Company or any subsidiary; provided however that
  Incentive Options may be granted only to employees of the Company or of any
  subsidiary and, in the case of employees of a subsidiary, only if (i) the
  Company owns, directly or indirectly, 50% or more of the total combined voting
  power of all classes of stock of the subsidiary, and (ii) the subsidiary is a
  corporation. For purposes of the Plan, employees shall include officers and
  directors who are also employees of the Company or any subsidiary.<br>
  <br>
  Purchase of Securities Pursuant to the Plan and Payment for Securities Offered<br>
  <br>
  There is no stated period of time within which employees must elect to
  participate.<br>
  <br>
  The Committee shall set the price per share for which the stock, covered by
  any option granted, may be purchased. With respect to any Incentive Option
  granted, the option price shall not be less than 100% of the fair market value
  of the stock on the date on which such option is granted, except in the case
  of an Incentive Option granted to an employee who, at the time of the grant,
  owns, either directly or indirectly, more than 10% of the total combined
  voting stock of the Company or of any subsidiary, the option price shall not
  be less than 110% of the fair market value of the stock on the date the option
  was granted. With respect to a Non-Qualified Option, the option price shall
  not be less than 100% of the fair market value of the stock on the date the
  option was granted. Fair market value shall be determined by the Committee and
  may be determined by calculating the mean between the highest and lowest
  quoted selling prices of the Company's Common Stock on any exchange or other
  market on which the Company's shares are traded on such date, or if there are
  no sales on such date, on the next following day on which there are sales.<br>
  <br>
  Each stock option or stock appreciation right granted under the plan may be
  exercised at any such time or times or in any such installments as may be
  determined by the Committee at the time of the grant, provided however, no
  stock option or stock appreciation right may be exercisable prior to the
  expiration of six months from the date of grant unless the Participant dies or
  becomes disabled prior thereto. To exercise in whole or in part any stock
  option granted hereunder, payment of the option price in full and in cash, or
  with the consent of the Committee, in Common Stock of the Company or by a
  promissory note payable to the order of the Company in a form acceptable to
  the Committee. In the discretion of the Committee, payment of the option price
  may also be made by the Corporation retaining from the shares to be delivered
  upon exercise of the stock option that number of shares having a fair market
  value on the date of exercise equal to the option price of the number of
  shares with respect to which the Participant exercises the stock option. The
  Committee may also set forth, in its discretion, additional methods and
  manners of appropriate payment.<br>
  <br>
  There is no restriction on the amount an employee or consultant may contribute
  to the plan. The registrant will not be making any contributions to the plan.<br>
  <br>
  The plan will make annual reports under the registrant's annual filing, as
  required by the Exchange Act. Reports will be made available to all plan
  participants as referenced above, either through the SEC's website or upon
  request to the registrant.<br>
  <br>
  Securities available through the Plan will not be purchased in the open
  market.<br>
  <br>
  Resale Restrictions<br>
  <br>
  Subject to the terms of the Plan, the Committee may award shares of restricted
  stock to Participants. Restricted shares will be subject to a restricted
  period during which such shares may not be sold, assigned, transferred,
  pledged, hypothecated or otherwise encumbered during the restricted period.
  The Committee shall, at the time of each award of restricted shares, establish
  a restricted period applicable to the restricted shares. Such restricted
  period shall be no less than six months and no greater than five years.<br>
  <br>
  Tax Effects of Plan Participation<br>
&nbsp;</p>
  <P ALIGN="center"><font face="Times New Roman" size="2">3</font></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <p align="justify">Receipt, by Participants, of transfers of stock pursuant to
  a plan qualifying under Section 422 of the Internal Revenue Code will not
  result in income to the recipient at the time of the transfer of such shares
  pursuant to the exercise of an option so long as; 1) the plan participant does
  not dispose of the stock within two (2) years of the date of the option grant,
  nor within one (1) year of the date of the transfer; 2) the participant was an
  employee of the Company or a subsidiary thereof from the date the option was
  granted and remained such an employee until at least three (3) months prior to
  the date the option was exercised by the Participant. If upon the exercise of
  a Nonqualified Option or stock appreciation right, or upon the award of
  restricted stock or the expiration of restrictions applicable to restricted
  stock, or upon a disqualifying disposition (within the meaning of Section 422
  of the Internal Revenue Code) of shares acquired upon exercise of an Incentive
  Option, there shall be payable by the Company or a subsidiary any amount for
  income tax withholding, in the Committee's discretion, either the Company
  shall appropriately reduce the amount of Common Stock or cash to be delivered
  or paid to the Participant or the Participant shall pay such amount to the
  Company or Subsidiary to reimburse it for such income tax withholding.<br>
  <br>
  The Plan is not a qualified plan as that term is defined under Section 401 (a)
  of the Internal Revenue Code. The Company shall not be entitled to any
  deduction in relation to the grant of any stock or options pursuant to the
  Plan and the Company shall not be deemed to receive any other amounts except
  the price paid by the participant to exercise the option granted.<br>
  <br>
  Investment of Funds<br>
  <br>
  Participating employees may not direct any portion of the assets under the
  plan to more than one investment madia.<br>
  <br>
  Withdrawal from the Plan; Assignment of Interest<br>
  <br>
  A Participant may withdraw from participation in the Plan by terminating his
  or her employment with the Company or subsidiary.<br>
  <br>
  A Participant may not transfer a stock Option or Stock Appreciation Right
  granted under the Plan except by Will or through the laws of descent and
  distribution and stock Options and Stock Appreciation Rights shall be
  exercisable only by the Participant during his or her lifetime.<br>
  <br>
  Forfeitures and Penalties<br>
  <br>
  If a Participant is granted a stock appreciation right in conjunction with a
  stock Option, such an appreciation right may be an alternative right which
  upon the exercise of the stock Option may be terminated to the extent of the
  number of shares purchased upon the exercise of the stock Option and
  conversely the stock Option may be terminated by the exercise of the Stock
  Appreciation Right to the extent of the number of shares effected by the
  exercise of the Stock<br>
  Appreciation Right.<br>
  <br>
  If not sooner terminated, each stock Option and Stock Appreciation Right
  granted under the Plan will expire not more than ten (10) years from the date
  of the granting thereof. An Incentive Option or a related appreciation right
  granted to a Participant who, at the time of the grant, owns either directly
  or indirectly, more than ten percent (10%) of the total combined voting stock
  of all classes of stock of the Company or of any subsidiary, will terminate,
  if not exercised, not more than five (5) years from the date of granting
  thereof.<br>
  <br>
  Unless the Committee provides otherwise, stock Options and Stock Appreciation
  Rights granted to a Participant under the Plan may be exercised only while the
  Participant is an employee or consultant of the Company or any subsidiary. The
  Committee may, in its sole discretion, permit the exercise of stock Options
  and Stock Appreciation Rights granted to a Participant who's employment with
  the Company, or any subsidiary, has terminated, for a period not exceeding
  three (3) months following the date of termination with respect to any
  Incentive Options or related appreciation rights, but only if the termination
  is not due to death or permanent disability of the Participation. Such an
  extension may be for not more than one (1) year following termination with
  respect to Incentive Options or related Stock Appreciation Rights if
  termination is due to the death or permanent disability of the Participant. An
  extension may be for not beyond the expiration date of the grant with respect
  to Nonqualified Options or related or independently granted Stock Appreciation
  Rights.</p>
  <P ALIGN="center"><font face="Times New Roman" size="2">4</font></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <P>&nbsp;</P>
  <p align="justify"><br>
  <br>
  In no event shall a stock Option or Stock Appreciation Right be exercisable
  subsequent to its expiration date, and unless the Committee determines
  otherwise, a stock option or stock appreciation right may only be exercised
  after termination of a Participant's employment or consultancy to the extent
  exercisable on the date of termination of employment or consultancy or to the
  extent exercisable as a result of the reason for termination of employment or
  consultancy.<br>
  <br>
  With respect to any restricted stock awards granted to a Participant under the
  Plan; if a Participant ceases to be an employee or consultant of the Company
  or any subsidiary, for any reason other than death or permanent disability,
  all shares awarded to the Participant prior to termination which are still
  subject to the restrictions imposed under the Plan shall, upon such
  termination, be forfeited and transferred back to the Company without payment
  by the Company of any consideration therefore. In the event the employment or
  consultancy termination is by an act of the Company, or any subsidiary,
  without cause or by agreement between the Company, or any subsidiary, and the
  Participant, the Committee, in its sole discretion, may release some or all of
  the shares from the restrictions imposed upon them by the Plan.<br>
  <br>
  Charges and Deductions and Liens Therefore<br>
  <br>
  No charges and deductions will be made against employees participating in the
  plan or against funds, securities or other property held under the plan. No
  person has or may create a lien on any funds, securities, or other property
  held under the Plan.<br>
  <br>
  Item 2. Registrant Information and Employee Plan Annual Information.<br>
  <br>
  Upon written or oral request by a Participant, the Company shall provide,
  without charge, any and all documents incorporated herein, in Item 3 of Part
  II, by reference, and upon written or oral request, shall also provide to the
  Participant, without charge, any and all other documents required to be
  delivered to employees. Such written or oral requests should be directed to
  the Company at:<br>
  &nbsp;</p>
  <p align="center">11301 Olympic Blvd., Suite 670<br>
  Los Angeles, CA 90064<br>
  (310) 445-2599<br>
  &nbsp;</p>
  <p align="justify">PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT<br>
  <br>
  Item 3. Incorporation of Documents by Reference<br>
  <br>
  The Company has filed the following documents with the Securities and Exchange
  Commission: <br>
  <br>
  a) Form 10K-SB Filed May 12, 2004.<br>
  b) Form 10Q-SB filed on May 24, 2004; Form 10QSB filed August 12, 2004; Form
  8-K filed October 12, 2004.<br>
  <br>
  The above referenced reports, which were previously filed with the Commission,
  are incorporated herein by reference.<br>
  <br>
  All documents filed by the Company pursuant to Section 13, or 15 (d) of the
  Exchange Act after the date hereof and prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of
  filing of such documents. Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is incorporated or deemed to be incorporated by reference herein modifies
  or supersedes such statement. Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Prospectus.<br>
  <br>
  Item 4. Description of Securities.<br>
&nbsp;</p>
  <P ALIGN="center"><font face="Times New Roman" size="2">5</font></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <P>&nbsp;</P>
  <p align="justify"><br>
  The Company is authorized to issue 150,000,000 million shares of Common Stock,
  $0.001 par value. The Company's stock is currently traded on the Pinksheets,
  under symbol ISME. The presently outstanding shares of Common Stock are fully
  paid and nonassessable.<br>
  <br>
  COMMON STOCK<br>
  <br>
  Number of shares of common stock outstanding as of September 30, 2004:
  76,809,731<br>
  <br>
  VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote
  for each share of stock standing in his name on the books of the Corporation.<br>
  <br>
  DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the
  laws of the State of Nevada and the Articles of Incorporation, by the Board of
  Directors at any regular or special meeting and may be paid in cash, property,
  shares of corporate stock, or any other medium. The Board of Directors may fix
  in advance a record date prior to the dividend payment for the purposes of
  determining shareholders entitled to receive payment of any dividend. The
  Board of Directors may close the stock transfer books for such purpose for a
  period of not more than ten (10) days prior to the payment date of such
  dividend.<br>
  <br>
  Preemptive Rights. Except as may otherwise be provided by the Board of
  Directors, no holder of any shares of the stock of the Corporation, shall have
  any preemptive right to purchase, subscribe for, or otherwise acquire any
  shares of stock of the Corporation of any class now or hereafter authorized,
  or any securities exchangeable for or convertible into such shares, or any
  warrants or other instruments evidencing rights or options to subscribe for,
  purchase or otherwise acquire such shares.<br>
  <br>
  REGISTRAR AND TRANSFER AGENT<br>
  <br>
  The Company's registrar and transfer agent is Holaday Stock Transfer.<br>
  <br>
  DISSENTERS' RIGHTS<br>
  <br>
  Under current Nevada law, a shareholder is afforded dissenters' rights which,
  if properly exercised, may require the Company to purchase his shares
  dissenters' rights commonly arise in extraordinary transactions such as
  mergers, consolidations, reorganizations, substantial asset sales, liquidating
  distributions, and certain amendments to the Company's certificate of
  incorporation.<br>
  <br>
  PREFERRED STOCK<br>
  <br>
  NONE authorized.<br>
  <br>
  Item 5. Interests of Named Experts and Counsel.<br>
  <br>
  None.<br>
  <br>
  Item 6. Indemnification of Directors and Officers.<br>
  <br>
  Our Bylaws do not provide for indemnification of each person who is or was a
  director and officer of the corporation to the fullest extent permitted or
  authorized by current or future legislation or judicial or administrative
  decision in North Carolina against all fines, liabilities, costs and expenses,
  including attorneys' fees, arising out of his or her status as a director,
  officer, agent, employee or representative. Our Company may amend our Bylaws
  in the future to provide for the foregoing right of indemnification, and this
  may be accomplished by the affirmative vote of a majority of Directors. A
  shareholder vote is not necessary.<br>
  <br>
  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.<br>
&nbsp;</p>
  <P ALIGN="center"><font face="Times New Roman" size="2">6</font></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <p align="justify">Item 7. Exemption from Registration Claimed.<br>
  <br>
  Not applicable.<br>
  <br>
  Item 8. Exhibits.<br>
  <br>
  The following documents are filed as Exhibits to this Registration Statement:<br>
  <br>
  5 -- Opinion of Parsons Law Firm as to the validity of the shares being<br>
  registered.<br>
  <br>
  10.1 -- 2004 Stock Award Plan<br>
  <br>
  23.1 -- Consent of Parsons Law Firm (included in Exhibit 5)<br>
  <br>
  23.2 -- Auditor Consent<br>
  <br>
  Item 9. Undertakings.<br>
  <br>
  The undersigned registrant hereby undertakes:<br>
  <br>
  (a) 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.<br>
  <br>
  (b) 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.<br>
  <br>
  (c) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.<br>
  <br>
  The undersigned registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.<br>
  <br>
  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.<br>
  <br>
  Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Los Angeles, California on October 28, 2004.<br>
&nbsp;</p>
  <P ALIGN="center"><font face="Times New Roman" size="2">7</font></P>
  <HR NOSHADE ALIGN="left" COLOR="#000000">
  <p align="justify">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.<br>
  <br>
  INTERNATIONAL SPORTS AND MEDIA GROUP, INC. (Registrant)<br>
  <br>
  <u>/s/ Yan Skwara</u>_________<br>
  Yan Skwara<br>
  President, Director<br>
&nbsp;</p>
  <p align="justify">&nbsp;</p>
  <p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
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[{"type": "S-8", "sequence": "1", "filename": "ismes_8.htm", "description": "SECURITIES TO BE OFFERED TO EMPLOYEES IN EMPLOYEE BENEFIT PLANS", "secsgml_size_bytes": 29549}]
{"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": "333-120073", "film-number": "041105770"}, "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"}}
Form S-8
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
(State or other jurisdiction of incorporation or organization)
88-0350156
(I.R.S. Employer Identification No.)
11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064
(Address of Principal Executive Offices, and Zip Code)
EMPLOYEE STOCK INCENTIVE PLAN FOR EMP0LOYEES AND CONSULTANTS
(Full title of plan)
Rite, Inc.
1905 South Eastern Avenue
Las Vegas, NV 89104
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price Per Share
Amount of Registration Fee
COMMON
30,000,000
.02(1)
$600,000
$76.02
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rue 457 under the Securities Act of 1933.
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This prospectus relates to the offer and sale by International Sports and Media
Group, Inc., a Nevada corporation ("ISME"), of shares of this $0.001 par value
per share common stock to certain employees, officers, directors and consultants
(the "consultants") pursuant to a consulting agreement and the 2004 Stock
Incentive Plan for Employees and Consultants (the "Stock Plan"). Pursuant to the
Stock Plan and the consulting agreements, in payment for services rendered, ISME
is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, to the consultants and persons covered by the Stock
Plan, 30,000,000 shares of common stock.
Title of Plan: International Sports and Media Group, Inc. 2004 Stock Incentive
Plan for Employees and Consultants, offering common stock of International
Sports and Media Group, Inc.
Nature and Purpose: To provide employees and consultants of the Company and its
subsidiaries, if any, with financial incentives for their contribution to the
Company and also to offer the employees and consultants an opportunity to become
shareholders of the Company.
1
Modification of the Plan: The Plan may be modified, with or
  without shareholder approval, by the Company's Board of Directors, provided
  that no such modification shall, without shareholder approval or ratification:
  1) increase the aggregate maximum number of shares subject to the Plan (except
  as provided in Section 5 of the Plan); 2) increase the maximum number of
  shares for which any Participant may be granted stock options, stock
  appreciation rights, or awarded restricted stock under the Plan (except as
  provided by Section 5 of the Plan); 3) change the class of persons eligible to
  participate in the Plan; 4) materially increase the benefits accruing to
  Participants under the Plan; or 5) without the consent of the holder thereof,
  change the stock Option price (except as provided in Section 5 of the Plan),
  or alter or impair any stock Option, Stock Appreciation Right or restricted
  stock previously granted or awarded under the Plan.
Plan Administrators: The Plan administrators, acting as a committee, shall
  determine the persons to be granted stock Options, Stock Appreciation Rights
  and restricted stock, the amount of stock or rights to be optioned or granted
  to each such person, and the terms and conditions of any stock Option, Stock
  Appreciation Right and restricted stock. The committee is authorized to
  interpret the Plan, to make, amend and rescind rules and regulations relating
  to the Plan and to make all other determinations necessary or advisable for
  the Plan's administration.
Distribution: Securities registered hereunder shall be distributed as follows:
2004 Stock Incentive Plan for Employees and
      Consultants
15,000,000 Shares
Gordon F. Lee
10,000,000 Shares
Yan Skwara
5,000,000
There are no material relationships between the administrators and the
  employees, the registrant or its affiliates. Plan administrators are elected
  concurrently with members of the Board of Directors and serve for a term equal
  to that of the Board members.
Applicable ERISA Provisions: N/A
For additional information regarding the Plan and its administrators,
  employees and consultants may contact the Company at:
11301 Olympic Blvd., Suite 680
Los Angeles, CA 90064
No other person is authorized to give any information or make any
  representation not contained or incorporated by reference in this Prospectus,
  in connection with the offer contained in this Prospectus, and, if given or
  made, such other information or representation must not be relied upon as
  having been authorized by the Company. 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.
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.
This Prospectus does not constitute an offer to sell, or the solicitation of
  any offer to buy, any security other than the securities covered by this
  Prospectus, nor does it constitute an offer or solicitation by anyone in any
  jurisdiction in which such offer or solicitation is not authorized, or in
  which the person making such offer or solicitation is not qualified to do so,
  or to any person to whom it is unlawful to make such offer or solicitation.
Securities to be Offered
The Plan shall offer no more than 15,000,000 shares of the Common Stock of the
  Company. The Plan will only offer securities registered under Section 12 of
  the Exchange Act.
2
Employees Who May Participate in the Plan
The Company's Compensation Committee (the "Committee") is charged with the
  duty to determine and designate from time to time, in its discretion, those
  employees and consultants of the Company or any subsidiary to receive stock
  Options, Stock Appreciation Rights, or restricted stock who, in the judgment
  of the Committee, are or will become responsible for the direction and
  financial success of the Company or any subsidiary; provided however that
  Incentive Options may be granted only to employees of the Company or of any
  subsidiary and, in the case of employees of a subsidiary, only if (i) the
  Company owns, directly or indirectly, 50% or more of the total combined voting
  power of all classes of stock of the subsidiary, and (ii) the subsidiary is a
  corporation. For purposes of the Plan, employees shall include officers and
  directors who are also employees of the Company or any subsidiary.
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
There is no stated period of time within which employees must elect to
  participate.
The Committee shall set the price per share for which the stock, covered by
  any option granted, may be purchased. With respect to any Incentive Option
  granted, the option price shall not be less than 100% of the fair market value
  of the stock on the date on which such option is granted, except in the case
  of an Incentive Option granted to an employee who, at the time of the grant,
  owns, either directly or indirectly, more than 10% of the total combined
  voting stock of the Company or of any subsidiary, the option price shall not
  be less than 110% of the fair market value of the stock on the date the option
  was granted. With respect to a Non-Qualified Option, the option price shall
  not be less than 100% of the fair market value of the stock on the date the
  option was granted. Fair market value shall be determined by the Committee and
  may be determined by calculating the mean between the highest and lowest
  quoted selling prices of the Company's Common Stock on any exchange or other
  market on which the Company's shares are traded on such date, or if there are
  no sales on such date, on the next following day on which there are sales.
Each stock option or stock appreciation right granted under the plan may be
  exercised at any such time or times or in any such installments as may be
  determined by the Committee at the time of the grant, provided however, no
  stock option or stock appreciation right may be exercisable prior to the
  expiration of six months from the date of grant unless the Participant dies or
  becomes disabled prior thereto. To exercise in whole or in part any stock
  option granted hereunder, payment of the option price in full and in cash, or
  with the consent of the Committee, in Common Stock of the Company or by a
  promissory note payable to the order of the Company in a form acceptable to
  the Committee. In the discretion of the Committee, payment of the option price
  may also be made by the Corporation retaining from the shares to be delivered
  upon exercise of the stock option that number of shares having a fair market
  value on the date of exercise equal to the option price of the number of
  shares with respect to which the Participant exercises the stock option. The
  Committee may also set forth, in its discretion, additional methods and
  manners of appropriate payment.
There is no restriction on the amount an employee or consultant may contribute
  to the plan. The registrant will not be making any contributions to the plan.
The plan will make annual reports under the registrant's annual filing, as
  required by the Exchange Act. Reports will be made available to all plan
  participants as referenced above, either through the SEC's website or upon
  request to the registrant.
Securities available through the Plan will not be purchased in the open
  market.
Resale Restrictions
Subject to the terms of the Plan, the Committee may award shares of restricted
  stock to Participants. Restricted shares will be subject to a restricted
  period during which such shares may not be sold, assigned, transferred,
  pledged, hypothecated or otherwise encumbered during the restricted period.
  The Committee shall, at the time of each award of restricted shares, establish
  a restricted period applicable to the restricted shares. Such restricted
  period shall be no less than six months and no greater than five years.
Tax Effects of Plan Participation
3
Receipt, by Participants, of transfers of stock pursuant to
  a plan qualifying under Section 422 of the Internal Revenue Code will not
  result in income to the recipient at the time of the transfer of such shares
  pursuant to the exercise of an option so long as; 1) the plan participant does
  not dispose of the stock within two (2) years of the date of the option grant,
  nor within one (1) year of the date of the transfer; 2) the participant was an
  employee of the Company or a subsidiary thereof from the date the option was
  granted and remained such an employee until at least three (3) months prior to
  the date the option was exercised by the Participant. If upon the exercise of
  a Nonqualified Option or stock appreciation right, or upon the award of
  restricted stock or the expiration of restrictions applicable to restricted
  stock, or upon a disqualifying disposition (within the meaning of Section 422
  of the Internal Revenue Code) of shares acquired upon exercise of an Incentive
  Option, there shall be payable by the Company or a subsidiary any amount for
  income tax withholding, in the Committee's discretion, either the Company
  shall appropriately reduce the amount of Common Stock or cash to be delivered
  or paid to the Participant or the Participant shall pay such amount to the
  Company or Subsidiary to reimburse it for such income tax withholding.
The Plan is not a qualified plan as that term is defined under Section 401 (a)
  of the Internal Revenue Code. The Company shall not be entitled to any
  deduction in relation to the grant of any stock or options pursuant to the
  Plan and the Company shall not be deemed to receive any other amounts except
  the price paid by the participant to exercise the option granted.
Investment of Funds
Participating employees may not direct any portion of the assets under the
  plan to more than one investment madia.
Withdrawal from the Plan; Assignment of Interest
A Participant may withdraw from participation in the Plan by terminating his
  or her employment with the Company or subsidiary.
A Participant may not transfer a stock Option or Stock Appreciation Right
  granted under the Plan except by Will or through the laws of descent and
  distribution and stock Options and Stock Appreciation Rights shall be
  exercisable only by the Participant during his or her lifetime.
Forfeitures and Penalties
If a Participant is granted a stock appreciation right in conjunction with a
  stock Option, such an appreciation right may be an alternative right which
  upon the exercise of the stock Option may be terminated to the extent of the
  number of shares purchased upon the exercise of the stock Option and
  conversely the stock Option may be terminated by the exercise of the Stock
  Appreciation Right to the extent of the number of shares effected by the
  exercise of the Stock
Appreciation Right.
If not sooner terminated, each stock Option and Stock Appreciation Right
  granted under the Plan will expire not more than ten (10) years from the date
  of the granting thereof. An Incentive Option or a related appreciation right
  granted to a Participant who, at the time of the grant, owns either directly
  or indirectly, more than ten percent (10%) of the total combined voting stock
  of all classes of stock of the Company or of any subsidiary, will terminate,
  if not exercised, not more than five (5) years from the date of granting
  thereof.
Unless the Committee provides otherwise, stock Options and Stock Appreciation
  Rights granted to a Participant under the Plan may be exercised only while the
  Participant is an employee or consultant of the Company or any subsidiary. The
  Committee may, in its sole discretion, permit the exercise of stock Options
  and Stock Appreciation Rights granted to a Participant who's employment with
  the Company, or any subsidiary, has terminated, for a period not exceeding
  three (3) months following the date of termination with respect to any
  Incentive Options or related appreciation rights, but only if the termination
  is not due to death or permanent disability of the Participation. Such an
  extension may be for not more than one (1) year following termination with
  respect to Incentive Options or related Stock Appreciation Rights if
  termination is due to the death or permanent disability of the Participant. An
  extension may be for not beyond the expiration date of the grant with respect
  to Nonqualified Options or related or independently granted Stock Appreciation
  Rights.
4
In no event shall a stock Option or Stock Appreciation Right be exercisable
  subsequent to its expiration date, and unless the Committee determines
  otherwise, a stock option or stock appreciation right may only be exercised
  after termination of a Participant's employment or consultancy to the extent
  exercisable on the date of termination of employment or consultancy or to the
  extent exercisable as a result of the reason for termination of employment or
  consultancy.
With respect to any restricted stock awards granted to a Participant under the
  Plan; if a Participant ceases to be an employee or consultant of the Company
  or any subsidiary, for any reason other than death or permanent disability,
  all shares awarded to the Participant prior to termination which are still
  subject to the restrictions imposed under the Plan shall, upon such
  termination, be forfeited and transferred back to the Company without payment
  by the Company of any consideration therefore. In the event the employment or
  consultancy termination is by an act of the Company, or any subsidiary,
  without cause or by agreement between the Company, or any subsidiary, and the
  Participant, the Committee, in its sole discretion, may release some or all of
  the shares from the restrictions imposed upon them by the Plan.
Charges and Deductions and Liens Therefore
No charges and deductions will be made against employees participating in the
  plan or against funds, securities or other property held under the plan. No
  person has or may create a lien on any funds, securities, or other property
  held under the Plan.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request by a Participant, the Company shall provide,
  without charge, any and all documents incorporated herein, in Item 3 of Part
  II, by reference, and upon written or oral request, shall also provide to the
  Participant, without charge, any and all other documents required to be
  delivered to employees. Such written or oral requests should be directed to
  the Company at:
11301 Olympic Blvd., Suite 670
Los Angeles, CA 90064
(310) 445-2599
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company has filed the following documents with the Securities and Exchange
  Commission:
a) Form 10K-SB Filed May 12, 2004.
b) Form 10Q-SB filed on May 24, 2004; Form 10QSB filed August 12, 2004; Form
  8-K filed October 12, 2004.
The above referenced reports, which were previously filed with the Commission,
  are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the
  Exchange Act after the date hereof and prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of
  filing of such documents. Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is incorporated or deemed to be incorporated by reference herein modifies
  or supersedes such statement. Any such statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Prospectus.
Item 4. Description of Securities.
5
The Company is authorized to issue 150,000,000 million shares of Common Stock,
  $0.001 par value. The Company's stock is currently traded on the Pinksheets,
  under symbol ISME. The presently outstanding shares of Common Stock are fully
  paid and nonassessable.
COMMON STOCK
Number of shares of common stock outstanding as of September 30, 2004:
  76,809,731
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote
  for each share of stock standing in his name on the books of the Corporation.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the
  laws of the State of Nevada and the Articles of Incorporation, by the Board of
  Directors at any regular or special meeting and may be paid in cash, property,
  shares of corporate stock, or any other medium. The Board of Directors may fix
  in advance a record date prior to the dividend payment for the purposes of
  determining shareholders entitled to receive payment of any dividend. The
  Board of Directors may close the stock transfer books for such purpose for a
  period of not more than ten (10) days prior to the payment date of such
  dividend.
Preemptive Rights. Except as may otherwise be provided by the Board of
  Directors, no holder of any shares of the stock of the Corporation, shall have
  any preemptive right to purchase, subscribe for, or otherwise acquire any
  shares of stock of the Corporation of any class now or hereafter authorized,
  or any securities exchangeable for or convertible into such shares, or any
  warrants or other instruments evidencing rights or options to subscribe for,
  purchase or otherwise acquire such shares.
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is Holaday Stock Transfer.
DISSENTERS' RIGHTS
Under current Nevada law, a shareholder is afforded dissenters' rights which,
  if properly exercised, may require the Company to purchase his shares
  dissenters' rights commonly arise in extraordinary transactions such as
  mergers, consolidations, reorganizations, substantial asset sales, liquidating
  distributions, and certain amendments to the Company's certificate of
  incorporation.
PREFERRED STOCK
NONE authorized.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our Bylaws do not provide for indemnification of each person who is or was a
  director and officer of the corporation to the fullest extent permitted or
  authorized by current or future legislation or judicial or administrative
  decision in North Carolina against all fines, liabilities, costs and expenses,
  including attorneys' fees, arising out of his or her status as a director,
  officer, agent, employee or representative. Our Company may amend our Bylaws
  in the future to provide for the foregoing right of indemnification, and this
  may be accomplished by the affirmative vote of a majority of Directors. A
  shareholder vote is not necessary.
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.
6
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as Exhibits to this Registration Statement:
5 -- Opinion of Parsons Law Firm as to the validity of the shares being
registered.
10.1 -- 2004 Stock Award Plan
23.1 -- Consent of Parsons Law Firm (included in Exhibit 5)
23.2 -- Auditor Consent
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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.
(b) 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.
(c) To remove from registration by means of a post-effective amendment any of
  the securities being registered which remain unsold at the termination of the
  offering.
The undersigned registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
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.
Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Los Angeles, California on October 28, 2004.
7
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.
INTERNATIONAL SPORTS AND MEDIA GROUP, INC. (Registrant)
/s/ Yan Skwara
_________
Yan Skwara
President, Director
8