As filed with the Securities and Exchange Commission on May 28, 2003
                                                       SEC File No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                     95-4847818
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)

      155 VERDIN ROAD, GREENVILLE, SOUTH CAROLINA              29007
      --------------------------------------------         -----------
       (Address of Principal Executive Office)                Zip Code


                              STOCK INCENTIVE PLAN
  -----------------------------------------------------------------------------
                            (Full title of the plan)





<PAGE>



                     CORPORATE CREATIONS ENTERPRISES, INC.,
                   2530 CHANNING DRIVE, WILMINGTON, DE 19810
                   -----------------------------------------
                     (Name and Address of Agent for Service)


                                    302-424-4866
                                    ------------
          (Telephone number including area code, of agent for service)


                                       2

<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                           PROPOSED     PROPOSED
                                           MAXIMUM      MAXIMUM
TITLE OF SECURITIES        AMOUNT OF       OFFERING     AGGREGATE     AMOUNT
TO BE REGISTERED           SHARES TO BE    PRICE PER    OFFERING      OF REG.
                           REGISTERED      SHARE        PRICE         FEE (1)
-----------------------------------------------------------------------------
$0.001 par value Common     6,400.000      $0.1925(1)   $1,232,000    $99.79
  Stock

         Totals             6,400.000      $0.1925      $1,232,000    $99.79

--------------------------------------------------------------------------------

Total No. of pages: 31.



(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the  Securities  Act of 1933 as amended.  The
     calculation  of the  registration  fee is based  upon a per share  price of
     $.1925 which was the average sales price of the  Registrant's  common stock
     on May 20,  2003 as reported on the  Over-the-Counter  Electronic  Bulletin
     Board.



                                       3
<PAGE>


                                   PROSPECTUS

                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.
                                 155 Verdin Road
                              Greenville, SC929007
                                 (864) 672-2734

                       (6,400.000 SHARES OF COMMON STOCK)



         This  Prospectus  relates  to the  offer  and sale by  AMERICAN  SPORTS
DEVELOPMENT GROUP,  INC.,  ("ASDP"),  a Delaware  corporation ("the Company") of
shares of its $0.001 par value common stock (the "Common Stock)  pursuant to its
Stock  Incentive  Plan where by certain  individuals  receive  stock  options to
stimulate  their  involvement  and  continued  involvement  in the Company.  The
Company is  registering  hereunder  and then  issuing  upon  receipt of adequate
consideration  therefor  to  the  Employee,   Officer,  Director  or  Consultant
6,400.000  shares of the Common Stock in  consideration  for  services  rendered
and/or to be rendered and payments made under the STOCK INCENTIVE PLAN.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company 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.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  of the Company.
An affiliate is,  summarily,  any  director,  executive  officer or  controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b) of the  Securities  Exchange Act of 1934 as amended (the Exchange
Act) which would limit their  discretion in transferring  the shares acquired in
the Company.  If the individual who is not now an affiliate becomes an affiliate
of the  Company in the future;  he would then be subject to Section  I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol ASDP.

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 May 20, 2003


                                       4

<PAGE>


         This  Prospectus is not part of any  Registration  Statement  which was
filed  and been  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 seen offered 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 of the Company
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:  AMERICAN  SPORTS
DEVELOPMENT GROUP, INC., 155 Verdin Road, Greenville,  SC 29007, telephone (864)
672-2734.

         The Company 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 the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

         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 the Company.  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 one 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 the Company since the date hereof.


                                       5

<PAGE>


                                TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                     7

ITEM 1. PLAN lNFORMATION                                                 7

GENERAL lNFORMATION                                                      7
The Company                                                              7
Purpose                                                                  7
Common Stock                                                             7
The Consultant                                                           7
No Restrictions on Transfer                                              7
Tax Treatment to the Consultant                                          8
Tax Treatment to the Company                                             8
Restrictions on Resales                                                  8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION             8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Legal Opinion and Experts                                                8
Indemnification of Officers and Directors                                9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                       9

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                         9

ITEM 4.  DESCRIPTION OF SECURITIES                                       9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                         10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                      10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                            10

ITEM 8.  EXHIBITS                                                       10

ITEM 9.  UNDERTAKINGS                                                   11

EXHIBIT INDEX                                                           13




                                       6

<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The  Company has its principal offices at 155 Verdin  Road, Greenville,
SC 29007, telephone (864) 672-2734.

PURPOSES

         The Common  Stock will be issued by the  Company  pursuant to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the  Company's  current  employees and officers and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 6,400.000  shares of the
Common stock pursuant to the Company's Stock  Incentive Plan upon  effectiveness
of this registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has  established a Stock  Incentive Plan which awards stock
options  and  stock  awards  in an effort to  further  compensate  its  existing
employees and officers and non employee directors and consultants,  secure their
continued employment, and attract highly qualified employee's and consultants as
they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option,  that individual 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 INDIVIDUAL WHO EXERCISES THE OPTION

         The  individuals  receiving  shares of  common  stock  pursuant  to the
exercises  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  may be
deemed ordinary  income for federal income tax purposes.  The recipient is urged
to consult his tax  advisor 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.

                                       7

<PAGE>

TAX TREATMENT TO THE COMPANY

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

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company 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 the Company.  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. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) 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.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December  31, 2002,  dated March 1, 2003,  filed
pursuant to Section 13 of the Exchange Act, (ii) any and all Forms 10-Q (10-QSB)
filed under the Securities or Exchange Act subsequent to any filed form 10-K (or
10-KSB),  as well as all other  reports  filed under  Section 13 of the Exchange
Act, and (iii) its annual report, if any, to shareholders  delivered pursuant to
Rule 14a-3 of the Exchange Act. In addition,  all further documents filed by the
Company  pursuant to Section 13, 14, or 15(d) of the  Exchange  Act prior to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed  to:  AMERICAN  SPORTS  DEVELOPMENT  GROUP,  INC.,  155  Verdin  Road,
Greenville, SC 29007 telephone (864) 672-2734.

LEGAL OPINIONS AND EXPERTS

         Warren J.  Soloski  has  rendered  an opinion on  the  validity  of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and has an insignificant present interest in the registrant.


                                       8
<PAGE>


         The financial  statements of AMERICAN SPORTS  DEVELOPMENT  GROUP, INC.,
incorporated  by reference in the Company's  Annual Report (Form 10-KSB) for the
period ended December 31, 2002,  dated March 1, 2003 have been audited by Abrams
& Company P.C.,  Certified Public  Accountants,  independent  auditors,  as  set
forth in their  report  incorporated  herein by reference  and are  incorporated
herein in reliance  upon such  report  given upon the  authority  of the firm as
experts in auditing and accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, 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  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the  fiscal  year  covered  by the
          annual report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.


ITEM 4.  DESCRIPTION OF SECURITIES

         No description of the class of securities  (i.e.,  the $0.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.


                                       9
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for this
registration,  will not benefit from the  registration of shares under the terms
of the Stock Incentive Plan.


ITEM 6.  INDEMNIFICATION OF  DIRECTORS AND OFFICERS

         Article 10 of the Company's  Certificate of  Incorporation  as amended,
Article  VIIof the  Company's  Bylaws and  Section 145 0f the  Delaware  General
Corporate Law all provide for indemnification by the Company of its officers and
directors and permits the Company to maintain  insurance to protect its officers
and  directors  from  liabilities,  costs and  expenses.  The  Company  does not
currently have any such  insurance.  Insofar as  indemnification  of liabilities
arising under the  Securities  Act may be permitted to directors,  officers,  or
persons  controlling  the  Company,  the Company has been  informed  that in the
opinion of the  commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and, therefore, unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.  EXHIBITS

         (a) The following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

EXHIBIT NO.                         TITLE
----------                          -----
  4.           Not Applicable

  5.           Opinion  of Warren  J.  Soloski  regarding  the  legality  of the
               securities registered.

 10.           Stock Incentive Plan.

 15.           Not Required

 23.1          Consent of Warren J. Soloski,  special counsel to registrant,  to
               the  use of his  opinion  with  respect  to the  legality  of the
               securities being  registered  hereby and to the references to him
               in the Prospectus filed as a part hereof.

 23.2          Consent of Abrams & Company P.C., Certified Public Accountants.

 27.           Not Required

 28.           Not Required

                                       10
<PAGE>


ITEM 9.  UNDERTAKINGS

         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.  If  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.

         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; and

                    (iii)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.

                    provided,  however,  paragraphs (i) and (ii) shall not apply
                    if  the   information   required   to  be   included   in  a
                    post-effective amendment by those paragraphs is incorporated
                    by reference  from periodic  reports filed by the registrant
                    small business issuer under the Exchange Act.

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

               (3) 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.


                                       11
<PAGE>

               (4) To deliver or cause to be delivered with the  prospectus,  to
          each person to whom the prospectus is sent or given, the latest annual
          report to security  holders that is  incorporated  by reference in the
          prospectus and furnished  pursuant to and meeting the  requirements of
          Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange  Act of 1934;
          and, where interim financial  information  required to be presented by
          Article 3 of  Regulation  S-X is not set forth in the  prospectus,  to
          deliver,  or  cause  to be  delivered  to  each  person  to  whom  the
          prospectus  is sent or given,  the  latest  quarterly  report  that is
          specifically  incorporated  by reference in the  prospectus to provide
          such interim financial information.

         Registrant  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.

                                       12
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Beverly Hills, California on the 27th day of May 2003.

                                AMERICAN SPORTS DEVELOPMENT GROUP, INC.
                                (Registrant)

                                By: /s/ Matthew Brown
                                ---------------------
                                    Matthew Brown, Chairman of the Board

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Matthew Brown as attorney-in-fact with full power of substitution, to execute in
the name and on the behalf of each  person,  individually  and in each  capacity
stated  below,  and to  file,  any and  all  post-effective  amendments  to this
Registration Statement.

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated

         Signatures                      Title                  Date

/s/ Matthew Brown             Chairman of the Board,        May. 27, 2003
-----------------             President
    Matthew Brown

/s/ John Pope                 Director and Secretary        May 27, 2003
-----------------
     John Pope

                                       13
<PAGE>

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                           Descriptions                  Numbered Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                       15

10.               Stock Incentive Plan                                     17

23.1              Consent of Warren J. Soloski                             30

23.2              Consent of Abrams & Company P.C., Certified
                  Public Accountants                                       31



















                                       14
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As filed with the Securities and Exchange Commission on May 28, 2003
                                                       SEC File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                     95-4847818
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)

      155 VERDIN ROAD, GREENVILLE, SOUTH CAROLINA              29007
      --------------------------------------------         -----------
       (Address of Principal Executive Office)                Zip Code

                              STOCK INCENTIVE PLAN
  -----------------------------------------------------------------------------
                            (Full title of the plan)
CORPORATE CREATIONS ENTERPRISES, INC.,
                   2530 CHANNING DRIVE, WILMINGTON, DE 19810
                   -----------------------------------------
                     (Name and Address of Agent for Service)

                                    302-424-4866
                                    ------------
          (Telephone number including area code, of agent for service)

                                       2
CALCULATION OF REGISTRATION FEE

                                           PROPOSED     PROPOSED
                                           MAXIMUM      MAXIMUM
TITLE OF SECURITIES        AMOUNT OF       OFFERING     AGGREGATE     AMOUNT
TO BE REGISTERED           SHARES TO BE    PRICE PER    OFFERING      OF REG.
                           REGISTERED      SHARE        PRICE         FEE (1)
-----------------------------------------------------------------------------
$0.001 par value Common     6,400.000      $0.1925(1)   $1,232,000    $99.79
  Stock

         Totals             6,400.000      $0.1925      $1,232,000    $99.79

--------------------------------------------------------------------------------

Total No. of pages: 31.

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the  Securities  Act of 1933 as amended.  The
     calculation  of the  registration  fee is based  upon a per share  price of
     $.1925 which was the average sales price of the  Registrant's  common stock
     on May 20,  2003 as reported on the  Over-the-Counter  Electronic  Bulletin
     Board.

                                       3
PROSPECTUS

                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.
                                 155 Verdin Road
                              Greenville, SC929007
                                 (864) 672-2734

                       (6,400.000 SHARES OF COMMON STOCK)

         This  Prospectus  relates  to the  offer  and sale by  AMERICAN  SPORTS
DEVELOPMENT GROUP,  INC.,  ("ASDP"),  a Delaware  corporation ("the Company") of
shares of its $0.001 par value common stock (the "Common Stock)  pursuant to its
Stock  Incentive  Plan where by certain  individuals  receive  stock  options to
stimulate  their  involvement  and  continued  involvement  in the Company.  The
Company is  registering  hereunder  and then  issuing  upon  receipt of adequate
consideration  therefor  to  the  Employee,   Officer,  Director  or  Consultant
6,400.000  shares of the Common Stock in  consideration  for  services  rendered
and/or to be rendered and payments made under the STOCK INCENTIVE PLAN.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company 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.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  of the Company.
An affiliate is,  summarily,  any  director,  executive  officer or  controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b) of the  Securities  Exchange Act of 1934 as amended (the Exchange
Act) which would limit their  discretion in transferring  the shares acquired in
the Company.  If the individual who is not now an affiliate becomes an affiliate
of the  Company in the future;  he would then be subject to Section  I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol ASDP.

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 May 20, 2003

                                       4
This  Prospectus is not part of any  Registration  Statement  which was
filed  and been  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 seen offered 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 of the Company
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:  AMERICAN  SPORTS
DEVELOPMENT GROUP, INC., 155 Verdin Road, Greenville,  SC 29007, telephone (864)
672-2734.

         The Company 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 the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

         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 the Company.  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 one 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 the Company since the date hereof.

                                       5
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                     7

ITEM 1. PLAN lNFORMATION                                                 7

GENERAL lNFORMATION                                                      7
The Company                                                              7
Purpose                                                                  7
Common Stock                                                             7
The Consultant                                                           7
No Restrictions on Transfer                                              7
Tax Treatment to the Consultant                                          8
Tax Treatment to the Company                                             8
Restrictions on Resales                                                  8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION             8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Legal Opinion and Experts                                                8
Indemnification of Officers and Directors                                9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                       9

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                         9

ITEM 4.  DESCRIPTION OF SECURITIES                                       9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                         10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                      10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                            10

ITEM 8.  EXHIBITS                                                       10

ITEM 9.  UNDERTAKINGS                                                   11

EXHIBIT INDEX                                                           13

                                       6
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The  Company has its principal offices at 155 Verdin  Road, Greenville,
SC 29007, telephone (864) 672-2734.

PURPOSES

         The Common  Stock will be issued by the  Company  pursuant to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the  Company's  current  employees and officers and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 6,400.000  shares of the
Common stock pursuant to the Company's Stock  Incentive Plan upon  effectiveness
of this registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has  established a Stock  Incentive Plan which awards stock
options  and  stock  awards  in an effort to  further  compensate  its  existing
employees and officers and non employee directors and consultants,  secure their
continued employment, and attract highly qualified employee's and consultants as
they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option,  that individual 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 INDIVIDUAL WHO EXERCISES THE OPTION

         The  individuals  receiving  shares of  common  stock  pursuant  to the
exercises  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  may be
deemed ordinary  income for federal income tax purposes.  The recipient is urged
to consult his tax  advisor 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.

                                       7
TAX TREATMENT TO THE COMPANY

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

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company 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 the Company.  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. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) 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.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December  31, 2002,  dated March 1, 2003,  filed
pursuant to Section 13 of the Exchange Act, (ii) any and all Forms 10-Q (10-QSB)
filed under the Securities or Exchange Act subsequent to any filed form 10-K (or
10-KSB),  as well as all other  reports  filed under  Section 13 of the Exchange
Act, and (iii) its annual report, if any, to shareholders  delivered pursuant to
Rule 14a-3 of the Exchange Act. In addition,  all further documents filed by the
Company  pursuant to Section 13, 14, or 15(d) of the  Exchange  Act prior to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed  to:  AMERICAN  SPORTS  DEVELOPMENT  GROUP,  INC.,  155  Verdin  Road,
Greenville, SC 29007 telephone (864) 672-2734.

LEGAL OPINIONS AND EXPERTS

         Warren J.  Soloski  has  rendered  an opinion on  the  validity  of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and has an insignificant present interest in the registrant.

                                       8
The financial  statements of AMERICAN SPORTS  DEVELOPMENT  GROUP, INC.,
incorporated  by reference in the Company's  Annual Report (Form 10-KSB) for the
period ended December 31, 2002,  dated March 1, 2003 have been audited by Abrams
& Company P.C.,  Certified Public  Accountants,  independent  auditors,  as  set
forth in their  report  incorporated  herein by reference  and are  incorporated
herein in reliance  upon such  report  given upon the  authority  of the firm as
experts in auditing and accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, 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  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the  fiscal  year  covered  by the
          annual report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES

         No description of the class of securities  (i.e.,  the $0.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.

                                       9
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for this
registration,  will not benefit from the  registration of shares under the terms
of the Stock Incentive Plan.

ITEM 6.  INDEMNIFICATION OF  DIRECTORS AND OFFICERS

         Article 10 of the Company's  Certificate of  Incorporation  as amended,
Article  VIIof the  Company's  Bylaws and  Section 145 0f the  Delaware  General
Corporate Law all provide for indemnification by the Company of its officers and
directors and permits the Company to maintain  insurance to protect its officers
and  directors  from  liabilities,  costs and  expenses.  The  Company  does not
currently have any such  insurance.  Insofar as  indemnification  of liabilities
arising under the  Securities  Act may be permitted to directors,  officers,  or
persons  controlling  the  Company,  the Company has been  informed  that in the
opinion of the  commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         (a) The following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

EXHIBIT NO.                         TITLE
----------                          -----
  4.           Not Applicable

  5.           Opinion  of Warren  J.  Soloski  regarding  the  legality  of the
               securities registered.

 10.           Stock Incentive Plan.

 15.           Not Required

 23.1          Consent of Warren J. Soloski,  special counsel to registrant,  to
               the  use of his  opinion  with  respect  to the  legality  of the
               securities being  registered  hereby and to the references to him
               in the Prospectus filed as a part hereof.

 23.2          Consent of Abrams & Company P.C., Certified Public Accountants.

 27.           Not Required

 28.           Not Required

                                       10
ITEM 9.  UNDERTAKINGS

         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.  If  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.

         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; and

                    (iii)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.

                    provided,  however,  paragraphs (i) and (ii) shall not apply
                    if  the   information   required   to  be   included   in  a
                    post-effective amendment by those paragraphs is incorporated
                    by reference  from periodic  reports filed by the registrant
                    small business issuer under the Exchange Act.

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

               (3) 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.

                                       11
(4) To deliver or cause to be delivered with the  prospectus,  to
          each person to whom the prospectus is sent or given, the latest annual
          report to security  holders that is  incorporated  by reference in the
          prospectus and furnished  pursuant to and meeting the  requirements of
          Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange  Act of 1934;
          and, where interim financial  information  required to be presented by
          Article 3 of  Regulation  S-X is not set forth in the  prospectus,  to
          deliver,  or  cause  to be  delivered  to  each  person  to  whom  the
          prospectus  is sent or given,  the  latest  quarterly  report  that is
          specifically  incorporated  by reference in the  prospectus to provide
          such interim financial information.

         Registrant  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.

                                       12
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Beverly Hills, California on the 27th day of May 2003.

                                AMERICAN SPORTS DEVELOPMENT GROUP, INC.
                                (Registrant)

                                By: /s/ Matthew Brown
                                ---------------------
                                    Matthew Brown, Chairman of the Board

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Matthew Brown as attorney-in-fact with full power of substitution, to execute in
the name and on the behalf of each  person,  individually  and in each  capacity
stated  below,  and to  file,  any and  all  post-effective  amendments  to this
Registration Statement.

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated

         Signatures                      Title                  Date

/s/ Matthew Brown             Chairman of the Board,        May. 27, 2003
-----------------             President
    Matthew Brown

/s/ John Pope                 Director and Secretary        May 27, 2003
-----------------
     John Pope

                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                           Descriptions                  Numbered Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                       15

10.               Stock Incentive Plan                                     17

23.1              Consent of Warren J. Soloski                             30

23.2              Consent of Abrams & Company P.C., Certified
                  Public Accountants                                       31

                                       14