SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                            THE SECURITIES ACT OF 1933

                           Cavalcade of Sports Media, Inc.
           (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   33-0766069
                     (I.R.S. Employer Identification No.)

                                 12268 Via Latina
                            Del Mar, California 92914
                                  (858) 481-2207
              (Address of Principal Executive Offices) (Zip Code)

        2003 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                        (Full Title of the Plan)

                       Ed Litwak, Chairman of the Board
                              12268 Via Latina
                          Del Mar, California 92914
                    (Name and Address of Agent for Service)

                                  (858) 481-2207
          (Telephone Number, Including Area Code, of Agent for Service)
===============================================================================

                           Calculation of Registration Fee
===============================================================================
Proposed amount of Securities to be registered:  2,000,000

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

$400,000          Common              2,000,000         $0.07            $12.88
===============================================================================
1      In addition, pursuant to Rule 416(c) under the Securities Act of
       1933, this registration statement also covers an indeterminate amount
       of interests to be offered or sold pursuant to the employee and
       benefit plans described herein.

2      Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) based on the twenty day average of the high
       and low prices reported on the OTC-BB, which was $0.07 per share.

PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

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

The plan is entitled the "2003 Professional/Employee/Consultant
Stock Compensation Plan" ("the 2003 PEC Plan" or simply "the Plan")
adopted by the Board of Directors on or about February 10, 2003.  The
number of shares is 2,000,000. A copy of the Plan will be distributed
to all eligible individuals or entities to date, and will be
distributed to new eligible individuals as necessary. The Plan is not
qualified under ERISA, nor is this Plan qualified under Section
401(a) of the Internal Revenue Code.

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

The purpose of this Registration of securities on Form S-8 is to
compensate individuals and/or entities that have performed and
continue to perform services to the Registrant. The Board has
authorized this registration statement and has written the amended
Plan to satisfy present and future compensation obligations and
incentives to professionals, employees and consultants. This
registration statement is limited to 2,000,000 shares. The
individuals or entities that are eligible for shares under the Plan
have performed, or will perform in the future, services or activities
for which shares may be issued under a Form S-8. Such individuals or
entities may contact Ed Litwak, the Chairman of the Board of
Directors of the Registrant. He can be reached at (858) 481-2207.

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

The sale price of Cavalcade of Sports Media, Inc. Common Stock as
reported by the OTC-Bulletin Board on the date of the initial
registration statement as filed on February 7 2002 was $0.07 per share.
                               ___________________

         The date of this Prospectus is February 10, 2003

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

                              AVAILABLE INFORMATION

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

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

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


ITEM 2. REGISTRANT INFORMATION.

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

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(a) The Company's most recent annual report, filed on Form 10-KSB for
the year ended December 31, 2001, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), which
report contains audited financial statements for the Company's latest fiscal
year for which such statements have been filed. The description of the
Company's Common Stock is contained in the annual report incorporated by
reference herein.

(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the documents of the Company referred to in (i) above, including
the Company's recent quarterly reports, filed on Form 10- QSB for the
quarters ended March 31, 2002, June 30, 2002 and September 30, 2002,
respectively, and any current reports filed on Forms 8-K during the
past twelve months.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

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

Under Section 78.751(e) the indemnification and advancement of
expenses provided pursuant to Sections 78.7502 and 78.751 are not
exclusive, and subject to certain conditions, the Company may make
other or further indemnification or advancement of expenses of any of
its directors, officers, employees or agents.  Because neither the
Articles of Incorporation, as amended, or By-Laws of our Company
otherwise provide, notwithstanding the failure of the Company to
provide indemnification and despite a contrary determination by the
Board of Directors or its shareholders in a specific case, a
director, officer, employee or agent of the Company who is or was a
party to a proceeding may apply to a court of competent jurisdiction
for indemnification or advancement of expenses or both, and the court
may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or
advancement of expenses if it determines that the petitioner is
entitled to mandatory indemnification pursuant to Section 78.7502(3)
because he has been successful on the merits, or because the Company
has the power to indemnify on a discretionary basis pursuant to
Section 78.7502 or because the court determines that the petitioner
is fairly and reasonably entitled to indemnification or advancement
of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

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

Indemnity Agreements

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

SEC Position on Indemnification for Security Act Liability

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

Officers and Directors Liability Insurance

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibits.

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

SEC
Exhibit
No.               Description
-----------------------------------------------------------------------

5.01   Letter opinion, including consent of Law Office of Andrea
       Cataneo Ltd. regarding legality of Common Stock to be issued
       Pursuant to the 2003 Professional/Employee/Consultant Stock
       Compensation Plan.

10.23  2003 Professional/Employee/Consultant Stock Compensation Plan.

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

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

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

                                      SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on this
13th day of January 2003.

                                        Cavalcade of Sports Media, Inc.


                                        /s/By: Ed Litwak, Chairman of the Board

                                  POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence Lee, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done.

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


SIGNATURES                                            DATE  February 10, 2003


_______________
Ed Litwak, Chairman of the Board



________________
Donald Parsons, Director


________________
Michael F. Carroll, Director
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                            THE SECURITIES ACT OF 1933

                           Cavalcade of Sports Media, Inc.
           (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   33-0766069
                     (I.R.S. Employer Identification No.)

                                 12268 Via Latina
                            Del Mar, California 92914
                                  (858) 481-2207
              (Address of Principal Executive Offices) (Zip Code)

        2003 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                        (Full Title of the Plan)

                       Ed Litwak, Chairman of the Board
                              12268 Via Latina
                          Del Mar, California 92914
                    (Name and Address of Agent for Service)

                                  (858) 481-2207
          (Telephone Number, Including Area Code, of Agent for Service)
===============================================================================

                           Calculation of Registration Fee
===============================================================================
Proposed amount of Securities to be registered:  2,000,000

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

$400,000          Common              2,000,000         $0.07            $12.88
===============================================================================
1      In addition, pursuant to Rule 416(c) under the Securities Act of
       1933, this registration statement also covers an indeterminate amount
       of interests to be offered or sold pursuant to the employee and
       benefit plans described herein.

2      Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) based on the twenty day average of the high
       and low prices reported on the OTC-BB, which was $0.07 per share.

PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

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

The plan is entitled the "2003 Professional/Employee/Consultant
Stock Compensation Plan" ("the 2003 PEC Plan" or simply "the Plan")
adopted by the Board of Directors on or about February 10, 2003.  The
number of shares is 2,000,000. A copy of the Plan will be distributed
to all eligible individuals or entities to date, and will be
distributed to new eligible individuals as necessary. The Plan is not
qualified under ERISA, nor is this Plan qualified under Section
401(a) of the Internal Revenue Code.

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

The purpose of this Registration of securities on Form S-8 is to
compensate individuals and/or entities that have performed and
continue to perform services to the Registrant. The Board has
authorized this registration statement and has written the amended
Plan to satisfy present and future compensation obligations and
incentives to professionals, employees and consultants. This
registration statement is limited to 2,000,000 shares. The
individuals or entities that are eligible for shares under the Plan
have performed, or will perform in the future, services or activities
for which shares may be issued under a Form S-8. Such individuals or
entities may contact Ed Litwak, the Chairman of the Board of
Directors of the Registrant. He can be reached at (858) 481-2207.

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

The sale price of Cavalcade of Sports Media, Inc. Common Stock as
reported by the OTC-Bulletin Board on the date of the initial
registration statement as filed on February 7 2002 was $0.07 per share.
                               ___________________

         The date of this Prospectus is February 10, 2003

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

                              AVAILABLE INFORMATION

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

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

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

ITEM 2. REGISTRANT INFORMATION.

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

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(a) The Company's most recent annual report, filed on Form 10-KSB for
the year ended December 31, 2001, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), which
report contains audited financial statements for the Company's latest fiscal
year for which such statements have been filed. The description of the
Company's Common Stock is contained in the annual report incorporated by
reference herein.

(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the documents of the Company referred to in (i) above, including
the Company's recent quarterly reports, filed on Form 10- QSB for the
quarters ended March 31, 2002, June 30, 2002 and September 30, 2002,
respectively, and any current reports filed on Forms 8-K during the
past twelve months.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

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

Under Section 78.751(e) the indemnification and advancement of
expenses provided pursuant to Sections 78.7502 and 78.751 are not
exclusive, and subject to certain conditions, the Company may make
other or further indemnification or advancement of expenses of any of
its directors, officers, employees or agents.  Because neither the
Articles of Incorporation, as amended, or By-Laws of our Company
otherwise provide, notwithstanding the failure of the Company to
provide indemnification and despite a contrary determination by the
Board of Directors or its shareholders in a specific case, a
director, officer, employee or agent of the Company who is or was a
party to a proceeding may apply to a court of competent jurisdiction
for indemnification or advancement of expenses or both, and the court
may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or
advancement of expenses if it determines that the petitioner is
entitled to mandatory indemnification pursuant to Section 78.7502(3)
because he has been successful on the merits, or because the Company
has the power to indemnify on a discretionary basis pursuant to
Section 78.7502 or because the court determines that the petitioner
is fairly and reasonably entitled to indemnification or advancement
of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

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

Indemnity Agreements

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

SEC Position on Indemnification for Security Act Liability

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

Officers and Directors Liability Insurance

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibits.

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

SEC
Exhibit
No.               Description
-----------------------------------------------------------------------

5.01   Letter opinion, including consent of Law Office of Andrea
       Cataneo Ltd. regarding legality of Common Stock to be issued
       Pursuant to the 2003 Professional/Employee/Consultant Stock
       Compensation Plan.

10.23  2003 Professional/Employee/Consultant Stock Compensation Plan.

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

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

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

                                      SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on this
13th day of January 2003.

                                        Cavalcade of Sports Media, Inc.

                                        /s/By: Ed Litwak, Chairman of the Board

                                  POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence Lee, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done.

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

SIGNATURES                                            DATE  February 10, 2003

_______________
Ed Litwak, Chairman of the Board

________________
Donald Parsons, Director

________________
Michael F. Carroll, Director