As filed with the Securities and Exchange Commission on June 24, 2003
                                                         Registration No.



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ________________________

                              I/OMAGIC CORPORATION
              (Exact name of registrant as specified in its charter)
                            ________________________



             NEVADA                                     88-0290263
_______________________________                    ___________________
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)


                             1300 E. WAKEHAM AVENUE
                               SANTA ANA, CA 92705
            _________________________________________________________
             (Address of Principal Executive Offices)     (Zip Code)


                              I/OMAGIC CORPORATION
                             2002 STOCK OPTION PLAN
            _________________________________________________________
                            (Full title of the plan)

                                  TONY SHAHBAZ
                             1300 E. WAKEHAM AVENUE
                               SANTA ANA, CA 92705
            _________________________________________________________
                     (Name and address of agent for service)

                                 (714) 953-3000
            _________________________________________________________
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                  CORA LO, ESQ.
                              I/OMAGIC CORPORATION
                             1300 E. WAKEHAM AVENUE
                              SANTA ANA, CA  92705
                                 (714) 953-3000

                                       and

                             LARRY A. CERUTTI, ESQ.
                              RUTAN & TUCKER, LLP
                                 611 ANTON BLVD.
                              COSTA MESA, CA  92626
                                 (714) 641-5100

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

<S>                                <C>           <C>             <C>                 <C>
                                                 Proposed maximum Proposed maximum
Title of each class of securities  Amount to be  offering price   aggregate offering  Amount of
to be registered. . . . . . . . .  registered    per share        price               registration fee

COMMON STOCK, $0.001 PAR VALUE,
PER SHARE                          133,334 (1)   $7.00            $933,338            $75.51 (2)

</TABLE>
---------------------
(1)          This Registration Statement covers shares of common stock of the
Registrant which may be offered or sold pursuant to the I/OMagic Corporation
2002 Stock Option Plan.  Pursuant to Rule 416(a), this registration statement
also covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend or similar transaction.
(2)          Estimated solely for the purpose of computing the amount of
registration fee pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, based on the closing bid price of the shares as reported on
the Over-the-Counter Bulletin Board on June 23, 2003.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company under the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated herein by reference:

     (a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended December 31, 2002.
     (b) The description of common stock contained in the Registration Statement
on Form 10-SB filed pursuant to Section 12 of the Exchange Act on September 8,
1999, including any amendment or report filed for the purposes of updating such
information.

     (c) 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 financial
statements contained in the Form 10-K referred to in (a) above.

In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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 into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our articles of incorporation and Article IV, Section 1 of our bylaws provide
that we shall, to the fullest extent permitted by Nevada Revised Statutes
section 78.751, as the same may be amended, supplemented or superseded from time
to time, indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.  Pursuant to section 78.751, the
expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay

                                        2
<PAGE>


the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation.

Article IV, Section 2 of the indemnification section of our bylaws states that
any director or officer may enforce his or her rights to indemnification or
advance payments for expenses in a suit brought against the corporation if his
or her request for indemnification or advance payments for expenses is wholly or
partially refused by the corporation or if there is no determination with
respect to such request within sixty (60) days from receipt by the corporation
of a written notice from the director or officer for such a determination.  If a
director or officer is successful in establishing in a suit his or her
entitlement to receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be indemnified by the
corporation for costs and expenses incurred in such suit.  It shall be a defense
to any such suit (other than a suit brought to enforce a claim for the
advancement of expenses under this section where the required undertaking, if
any, has been received by the corporation) that the claimant has not met the
standard of conduct set forth in the Nevada General Corporation Law. Neither the
failure of the corporation to have made a determination prior to the
commencement of such suit that indemnification of the director or officer is
proper in the circumstances because the director or officer has met the
applicable standard of conduct nor a determination by the corporation that the
director or officer has not met such applicable standard of conduct shall be a
defense to the suit or create a presumption that the director or officer has not
met the applicable standard of conduct. In a suit brought by a director or
officer to enforce a right under this section or by the corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden
of proving that a director or officer is not entitled to be indemnified or is
not entitled to an advancement of expenses under this section or otherwise,
shall be on the corporation.

Additionally, under Article IV, Section 3 of our bylaws, the corporation shall
not be obligated to reimburse the amount of any settlement unless it has agreed
to such settlement.  If any person shall unreasonably fail to enter into a
settlement of any action, suit or proceeding within the scope of Section 1 of
this Article VI, offered or assented to by the opposing party or parties and
which is acceptable to the corporation, then, notwithstanding any other
provision of this Article VI, the indemnification obligation of the corporation
in connection with such action, suit or proceeding shall be limited to the total
of the amount at which settlement could have been made and the expenses incurred
by such person prior to the time the settlement could reasonably have been
effected.

Article IV, Section 4 of our bylaws provides that the corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of the
indemnification section.

Article IV, Section 5 of the bylaws states that the corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the corporation or to any director, officer, employee or agent of any of its
subsidiaries to the fullest extent of the provisions of the indemnification
section, subject to the imposition of any conditions or limitations as the Board
of Directors may deem necessary or appropriate.

Under Nevada Revised Statutes

NRS  78.7502 Discretionary and mandatory indemnification of officers, directors,
employees  and  agents:  General  provisions.

1.  A  corporation  may  indemnify  any  person  who  was  or  is  a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or

                                        3
<PAGE>

other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with  the  action,  suit  or  proceeding  if  he:

    (a)  Is  not  liable  pursuant  to  NRS  78.138;  or

    (b)  Acted in good faith and in a manner which he reasonably believed to be
    in or not  opposed  to  the  best  interests  of  the corporation, and, with
    respect  to any  criminal  action  or  proceeding,  had  no reasonable cause
    to believe his conduct  was  unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not,  of  itself, create a presumption that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to  be in or not opposed to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that  his  conduct  was  unlawful.

2.  A  corporation  may  indemnify  any  person  who  was  or  is  a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the fact that he is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the  defense  or  settlement  of  the  action  or  suit if he:

    (a)  Is  not  liable  pursuant  to  NRS  78.138;  or

    (b)  Acted in good faith and in a manner which he reasonably believed to be
    in or not  opposed  to  the  best  interests  of  the  corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court  of  competent  jurisdiction, after
exhaustion  of  all  appeals  therefrom,  to be liable to the corporation or for
amounts  paid  in  settlement  to the corporation, unless and only to the extent
that  the  court  in  which  the  action  or  suit was brought or other court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of  the  case,  the  person  is fairly and reasonably entitled to
indemnity  for  such  expenses  as  the  court  deems  proper.

3.   To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

NRS 78.751 Authorization required for discretionary indemnification; advancement
of  expenses;  limitation  on  indemnification  and  advancement  of  expenses.

1.  Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by
a  court  or  advanced  pursuant to subsection 2, may be made by the corporation
only  as  authorized  in  the  specific  case  upon  a  determination  that
indemnification  of  the  director,  officer, employee or agent is proper in the
circumstances.  The  determination  must  be  made:

    (a)  By  the  stockholders;

By  the  board  of  directors  by  majority vote of a quorum consisting
of directors  who  were  not  parties  to  the  action,  suit or proceeding;

If  a  majority  vote  of a quorum consisting of directors who were not
parties to  the  action, suit or proceeding so orders, by independent legal
counsel in a written  opinion;  or


                                        4
<PAGE>

If a quorum consisting of directors who were not parties to the action,
suit or  proceeding  cannot be  obtained,  by independent legal counsel in a
written opinion.

2.  The  articles  of  incorporation,  the  bylaws  or  an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.  The  indemnification  pursuant  to  NRS  78.7502 and advancement of expenses
authorized  in  or  ordered  by  a  court  pursuant  to  this  section:

Does not exclude any other rights to which a person seeking
indemnification or  advancement  of expenses may be entitled under the
articles of incorporation or any  bylaw,  agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity  while  holding his office, except
that indemnification, unless ordered by  a  court  pursuant to  NRS  78.7502
or for the advancement of expenses made pursuant  to  subsection  2, may not
be made to or on behalf of any director or officer if  a  final adjudication
establishes that his acts or omissions involved intentional misconduct,fraud
or a knowing violation of the law and was material to  the  cause of action.

Continues for a person who has ceased to be a director, officer,
employee or agent  and  inures  to the benefit of the heirs, executors and
administrators of such  a  person.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

Exhibit
Number          Name
------          ----

4.1     I/OMagic Corporation 2002 Stock Option Plan (incorporated by reference
        from Registrant's Definitive Proxy Statement filed on October 9, 2002,
        File No. 0-27267)

4.2     I/OMagic Corporation 2002 Incentive Stock Option Agreement

4.3     I/OMagic Corporation 2002 Non-Qualified Stock Option Agreement

5.1     Opinion of Rutan & Tucker, LLP

23.1    Independent Auditors' Consent

23.2    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1 to this
        Registration Statement)

24.1    Power of Attorney (See page 8)
____________________________________


                                        5
<PAGE>

Item  9.  Undertakings

(a)     The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10 (a)(3) of
            the Securities Act of 1933;

            (ii) To 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, represent a fundamental
            change in the information set forth in the registration statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum offering
            range may be reflected in the form of prospectus filed with the
            Commission pursuant to Rule 424(b)  if, in the aggregate, the
            changes in volume and price represent no more than a 20% change in
            the maximum aggregate offering price set forth in the "Calculation
            of Registration Fee" table in the effective registration statement;

            (iii) 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;

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.

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.

                                        6
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Santa Ana, State of California, on June 23, 2003.

                    I/OMAGIC CORPORATION, a Nevada corporation

                    /s/ Tony Shahbaz
                    _____________________________________
                    By:     Tony Shahbaz
                    Its:     President and Chief Executive Officer


                    /s/ Steve Gillings
                    _____________________________________
                    By:     Steve Gillings
                    Its:     Chief Financial Officer


                                        7
<PAGE>
                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Tony Shahbaz and Steve Gillings, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons, including a majority of the
Board of Directors, in the capacities and on the date indicated.

Signature                    Title                                  Date
---------                    -----                                  ----


/s/ Tony Shahbaz
______________________     President, Chief Executive Officer,   June 23, 2003
Tony Shahbaz               Secretary, Chairman, Director

/s/ Steve Gillings
______________________     Chief Financial Officer               June 23, 2003
Steve Gillings

/s/ Anthony Andrews
______________________     Director                              June 23, 2003
Anthony Andrews

/s/ Daniel Hou
______________________     Director                              June 23, 2003
Daniel Hou

/s/ Daniel Yao
______________________     Director                              June 23, 2003
Daniel Yao


                                        8
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
Number          Name
------          ----

4.1     I/OMagic Corporation 2002 Stock Option Plan (incorporated by reference
        from Registrant's Definitive Proxy Statement filed on October 9, 2002,
        File No. 0-27267)

4.2     I/OMagic Corporation 2002 Incentive Stock Option Agreement

4.3     I/OMagic Corporation 2002 Non-Qualified Stock Option Agreement

5.1     Opinion of Rutan & Tucker, LLP

23. 1   Independent Auditors' Consent

23.2    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1 to this
        Registration Statement)

24.1    Power of Attorney (See page 8)

                                        9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 24382}]
{"company-data": {"conformed-name": "I/OMAGIC CORP", "cik": "0001083663", "assigned-sic": "3571", "irs-number": "880290623", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106407", "film-number": "03755022"}, "business-address": {"street1": "1300 E. WAKEHAM AVENUE", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "714-953-3000"}, "mail-address": {"street1": "1300 E. WAKEHAM AVENUE", "city": "SANTA ANA", "state": "CA", "zip": "92705"}, "former-company": {"former-conformed-name": "I O MAGIC CORP/CA", "date-changed": "20000211"}}
As filed with the Securities and Exchange Commission on June 24, 2003
                                                         Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ________________________

                              I/OMAGIC CORPORATION
              (Exact name of registrant as specified in its charter)
                            ________________________

             NEVADA                                     88-0290263
_______________________________                    ___________________
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

                             1300 E. WAKEHAM AVENUE
                               SANTA ANA, CA 92705
            _________________________________________________________
             (Address of Principal Executive Offices)     (Zip Code)

                              I/OMAGIC CORPORATION
                             2002 STOCK OPTION PLAN
            _________________________________________________________
                            (Full title of the plan)

                                  TONY SHAHBAZ
                             1300 E. WAKEHAM AVENUE
                               SANTA ANA, CA 92705
            _________________________________________________________
                     (Name and address of agent for service)

                                 (714) 953-3000
            _________________________________________________________
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                  CORA LO, ESQ.
                              I/OMAGIC CORPORATION
                             1300 E. WAKEHAM AVENUE
                              SANTA ANA, CA  92705
                                 (714) 953-3000

                                       and

                             LARRY A. CERUTTI, ESQ.
                              RUTAN & TUCKER, LLP
                                 611 ANTON BLVD.
                              COSTA MESA, CA  92626
                                 (714) 641-5100

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of each class of securities  Amount to be  offering price   aggregate offering  Amount of
to be registered. . . . . . . . .  registered    per share        price               registration fee

COMMON STOCK, $0.001 PAR VALUE,
PER SHARE                          133,334 (1)   $7.00            $933,338            $75.51 (2)
---------------------
(1)          This Registration Statement covers shares of common stock of the
Registrant which may be offered or sold pursuant to the I/OMagic Corporation
2002 Stock Option Plan.  Pursuant to Rule 416(a), this registration statement
also covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend or similar transaction.
(2)          Estimated solely for the purpose of computing the amount of
registration fee pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, based on the closing bid price of the shares as reported on
the Over-the-Counter Bulletin Board on June 23, 2003.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company under the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated herein by reference:

     (a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended December 31, 2002.
     (b) The description of common stock contained in the Registration Statement
on Form 10-SB filed pursuant to Section 12 of the Exchange Act on September 8,
1999, including any amendment or report filed for the purposes of updating such
information.

     (c) 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 financial
statements contained in the Form 10-K referred to in (a) above.

In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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 into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our articles of incorporation and Article IV, Section 1 of our bylaws provide
that we shall, to the fullest extent permitted by Nevada Revised Statutes
section 78.751, as the same may be amended, supplemented or superseded from time
to time, indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.  Pursuant to section 78.751, the
expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay

                                        2
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation.

Article IV, Section 2 of the indemnification section of our bylaws states that
any director or officer may enforce his or her rights to indemnification or
advance payments for expenses in a suit brought against the corporation if his
or her request for indemnification or advance payments for expenses is wholly or
partially refused by the corporation or if there is no determination with
respect to such request within sixty (60) days from receipt by the corporation
of a written notice from the director or officer for such a determination.  If a
director or officer is successful in establishing in a suit his or her
entitlement to receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be indemnified by the
corporation for costs and expenses incurred in such suit.  It shall be a defense
to any such suit (other than a suit brought to enforce a claim for the
advancement of expenses under this section where the required undertaking, if
any, has been received by the corporation) that the claimant has not met the
standard of conduct set forth in the Nevada General Corporation Law. Neither the
failure of the corporation to have made a determination prior to the
commencement of such suit that indemnification of the director or officer is
proper in the circumstances because the director or officer has met the
applicable standard of conduct nor a determination by the corporation that the
director or officer has not met such applicable standard of conduct shall be a
defense to the suit or create a presumption that the director or officer has not
met the applicable standard of conduct. In a suit brought by a director or
officer to enforce a right under this section or by the corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden
of proving that a director or officer is not entitled to be indemnified or is
not entitled to an advancement of expenses under this section or otherwise,
shall be on the corporation.

Additionally, under Article IV, Section 3 of our bylaws, the corporation shall
not be obligated to reimburse the amount of any settlement unless it has agreed
to such settlement.  If any person shall unreasonably fail to enter into a
settlement of any action, suit or proceeding within the scope of Section 1 of
this Article VI, offered or assented to by the opposing party or parties and
which is acceptable to the corporation, then, notwithstanding any other
provision of this Article VI, the indemnification obligation of the corporation
in connection with such action, suit or proceeding shall be limited to the total
of the amount at which settlement could have been made and the expenses incurred
by such person prior to the time the settlement could reasonably have been
effected.

Article IV, Section 4 of our bylaws provides that the corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of the
indemnification section.

Article IV, Section 5 of the bylaws states that the corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the corporation or to any director, officer, employee or agent of any of its
subsidiaries to the fullest extent of the provisions of the indemnification
section, subject to the imposition of any conditions or limitations as the Board
of Directors may deem necessary or appropriate.

Under Nevada Revised Statutes

NRS  78.7502 Discretionary and mandatory indemnification of officers, directors,
employees  and  agents:  General  provisions.

1.  A  corporation  may  indemnify  any  person  who  was  or  is  a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether civil, criminal, administrative or investigative,
except  an  action  by or in the right of the corporation, by reason of the fact
that  he is or was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of the corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or

                                        3
other  enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with  the  action,  suit  or  proceeding  if  he:

    (a)  Is  not  liable  pursuant  to  NRS  78.138;  or

    (b)  Acted in good faith and in a manner which he reasonably believed to be
    in or not  opposed  to  the  best  interests  of  the corporation, and, with
    respect  to any  criminal  action  or  proceeding,  had  no reasonable cause
    to believe his conduct  was  unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not,  of  itself, create a presumption that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to  be in or not opposed to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that  his  conduct  was  unlawful.

2.  A  corporation  may  indemnify  any  person  who  was  or  is  a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the fact that he is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise against expenses, including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with  the  defense  or  settlement  of  the  action  or  suit if he:

    (a)  Is  not  liable  pursuant  to  NRS  78.138;  or

    (b)  Acted in good faith and in a manner which he reasonably believed to be
    in or not  opposed  to  the  best  interests  of  the  corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court  of  competent  jurisdiction, after
exhaustion  of  all  appeals  therefrom,  to be liable to the corporation or for
amounts  paid  in  settlement  to the corporation, unless and only to the extent
that  the  court  in  which  the  action  or  suit was brought or other court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of  the  case,  the  person  is fairly and reasonably entitled to
indemnity  for  such  expenses  as  the  court  deems  proper.

3.   To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

NRS 78.751 Authorization required for discretionary indemnification; advancement
of  expenses;  limitation  on  indemnification  and  advancement  of  expenses.

1.  Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by
a  court  or  advanced  pursuant to subsection 2, may be made by the corporation
only  as  authorized  in  the  specific  case  upon  a  determination  that
indemnification  of  the  director,  officer, employee or agent is proper in the
circumstances.  The  determination  must  be  made:

    (a)  By  the  stockholders;

By  the  board  of  directors  by  majority vote of a quorum consisting
of directors  who  were  not  parties  to  the  action,  suit or proceeding;

If  a  majority  vote  of a quorum consisting of directors who were not
parties to  the  action, suit or proceeding so orders, by independent legal
counsel in a written  opinion;  or

                                        4
If a quorum consisting of directors who were not parties to the action,
suit or  proceeding  cannot be  obtained,  by independent legal counsel in a
written opinion.

2.  The  articles  of  incorporation,  the  bylaws  or  an agreement made by the
corporation  may provide that the expenses of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
the  director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement  of  expenses  to  which corporate personnel other than directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

3.  The  indemnification  pursuant  to  NRS  78.7502 and advancement of expenses
authorized  in  or  ordered  by  a  court  pursuant  to  this  section:

Does not exclude any other rights to which a person seeking
indemnification or  advancement  of expenses may be entitled under the
articles of incorporation or any  bylaw,  agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity  while  holding his office, except
that indemnification, unless ordered by  a  court  pursuant to  NRS  78.7502
or for the advancement of expenses made pursuant  to  subsection  2, may not
be made to or on behalf of any director or officer if  a  final adjudication
establishes that his acts or omissions involved intentional misconduct,fraud
or a knowing violation of the law and was material to  the  cause of action.

Continues for a person who has ceased to be a director, officer,
employee or agent  and  inures  to the benefit of the heirs, executors and
administrators of such  a  person.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

Exhibit
Number          Name
------          ----

4.1     I/OMagic Corporation 2002 Stock Option Plan (incorporated by reference
        from Registrant's Definitive Proxy Statement filed on October 9, 2002,
        File No. 0-27267)

4.2     I/OMagic Corporation 2002 Incentive Stock Option Agreement

4.3     I/OMagic Corporation 2002 Non-Qualified Stock Option Agreement

5.1     Opinion of Rutan & Tucker, LLP

23.1    Independent Auditors' Consent

23.2    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1 to this
        Registration Statement)

24.1    Power of Attorney (See page 8)
____________________________________

                                        5
Item  9.  Undertakings

(a)     The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10 (a)(3) of
            the Securities Act of 1933;

            (ii) To 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, represent a fundamental
            change in the information set forth in the registration statement.
            Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
            offered would not exceed that which was registered) and any
            deviation from the low or high end of the estimated maximum offering
            range may be reflected in the form of prospectus filed with the
            Commission pursuant to Rule 424(b)  if, in the aggregate, the
            changes in volume and price represent no more than a 20% change in
            the maximum aggregate offering price set forth in the "Calculation
            of Registration Fee" table in the effective registration statement;

            (iii) 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;

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.

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.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Santa Ana, State of California, on June 23, 2003.

                    I/OMAGIC CORPORATION, a Nevada corporation

                    /s/ Tony Shahbaz
                    _____________________________________
                    By:     Tony Shahbaz
                    Its:     President and Chief Executive Officer

                    /s/ Steve Gillings
                    _____________________________________
                    By:     Steve Gillings
                    Its:     Chief Financial Officer

                                        7
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Tony Shahbaz and Steve Gillings, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons, including a majority of the
Board of Directors, in the capacities and on the date indicated.

Signature                    Title                                  Date
---------                    -----                                  ----

/s/ Tony Shahbaz
______________________     President, Chief Executive Officer,   June 23, 2003
Tony Shahbaz               Secretary, Chairman, Director

/s/ Steve Gillings
______________________     Chief Financial Officer               June 23, 2003
Steve Gillings

/s/ Anthony Andrews
______________________     Director                              June 23, 2003
Anthony Andrews

/s/ Daniel Hou
______________________     Director                              June 23, 2003
Daniel Hou

/s/ Daniel Yao
______________________     Director                              June 23, 2003
Daniel Yao

                                        8
INDEX TO EXHIBITS

Exhibit
Number          Name
------          ----

4.1     I/OMagic Corporation 2002 Stock Option Plan (incorporated by reference
        from Registrant's Definitive Proxy Statement filed on October 9, 2002,
        File No. 0-27267)

4.2     I/OMagic Corporation 2002 Incentive Stock Option Agreement

4.3     I/OMagic Corporation 2002 Non-Qualified Stock Option Agreement

5.1     Opinion of Rutan & Tucker, LLP

23. 1   Independent Auditors' Consent

23.2    Consent of Rutan & Tucker, LLP (included in Exhibit 5.1 to this
        Registration Statement)

24.1    Power of Attorney (See page 8)

                                        9