U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     ECLIPSE ENTERTAINMENT GROUP, INC.
           (Exact Name of Registrant as Specified in its Charter)

          Nevada                                                91-1766849
  (State of Incorporation)                          (I.R.S. Employer ID No.)

    10520 Venice Boulevard, Culver City, California                90232
     (Address of principal executive offices)                  (Zip Code)

                            Attorney-Client Contract
           Non-Employee Directors and Consultants Retainer Stock Plan
                           (Full title of the Plans)

             Brian F. Faulkner, A Professional Law Corporation
        3900 Birch Street, Suite 113, Newport Beach, California 92660
                   (Name and address of agent for service)

                                  (949) 975-0544
        (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            24,000          $0.15(2)     $3,600     $0.90

Common
Stock            62,180          $0.001 (1)   $   62     $0.02

(1)  Calculated under Rule 457(h)(1): deemed issuance price as set
forth  in the Non-Employee Directors and Consultants Retainer Stock
Plan, attached as Exhibit 4 to this  Form S-8.

(2)  Calculated under Rule 457(c): the average of the bid and ask
prices as of October 1, 2001.

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

ITEM 1.   PLAN INFORMATION.

See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral request
they will be provided, without charge, (a) the documents
incorporated  by reference in Item 3 of Part II of the registration
statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the
participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is
to be directed.

                                  PROSPECTUS

                               24,000 SHARES (1)

                          COMMON STOCK, $0.001 PAR VALUE

                         ECLIPSE ENTERTAINMENT GROUP, INC.

The following selling shareholder of Eclipse Entertainment
Group, a Nevada corporation, are hereby offering up to 24,000
shares of its $0.001 par value common stock previously received
under an attorney-client contract with the Company at the market
price on a delayed basis under Rule 415 pursuant to the terms of
this prospectus: Lanette B. Faulkner.  The Company will not receive
any proceeds from this offering of common stock.  The trading
symbol of the Company's common stock on the Over the Counter
Bulletin Board is "ECLE."

The shares offered hereby are highly speculative and involve a
high degree of risk to public investors and should be purchased
only by persons who can afford to lose their entire investment (See
"Risk Factors" on page 5).

These securities have not been approved or disapproved by the
U.S. Securities and Exchange Commission or any state securities
commission nor has the U.S. Securities and Exchange Commission or
any state securities commission passed upon the accuracy or
adequacy of this prospectus.  Any representation to the contrary is
a criminal offense.

Information contained herein is subject to completion or
amendment.  The registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission.
The securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.

                      Dated: October 3, 2001

(1)  Pursuant to SEC Rule 416, there will be a change in the
amount of securities being issued to prevent dilution resulting
from stock splits, stock dividends, or similar transaction.

                         PROSPECTUS SUMMARY

The following summary is qualified in its entirety by detailed
information appearing elsewhere in this prospectus.  Each
prospective investor is urged to read this prospectus in its entirety.

The Company.

Eclipse  Entertainment Group, Inc. ("Company") was
incorporated on January 27, 1997 in the State of Nevada with the
objective  of  satisfying  a worldwide  demand for  quality,
American  entertainment  that is  developed  under  carefully
managed  budgets. Company  will work to  establish  a network of
foreign  and  domestic  buyers to produce or acquire  programming
that  directly  meets  their  needs in terms of content and cost.
The Company currently has no employees, other than the officers and
directors, but anticipates adding several employees over the next
twelve months.  Therefore, the business activities of the Company
are handled by the officers and directors at this time.

The business objectives of the Company, as developed by its
Board of Directors, are strongly focused on the production and
acquisition of action oriented feature films with strong domestic
and universal appeal that have been developed and/or produced
within well managed low to medium budgets.  The Company intends to
develop a well integrated portfolio of these feature films by
producing or co-producing one or two action feature films each year
and by acquiring the rights to other similar films which are
available at attractive prices.

The principal offices of the Company's are located at 10520
Venice Boulevard, Culver City, California 90232.  The telephone
number for the Company is (310) 836-6790.

The Offering.

Shares of common stock of the Company being held by the
following selling shareholder of the Company will be offered as a
shelf registration under Securities and Exchange Commission Rule
415 at the current market price: Lanette B. Faulkner ("Selling
Shareholder").  If all the shares being offered to the public under
the current offering are sold, this will represent gross proceeds
to the Selling Shareholder of $3,600 (based on the average of the
bid and ask price of $0.15 as of October 1, 2001).  The Company
will not realize any proceeds from this offering.

Liquidity of Investment.

Although the shares of common stock of the Company purchased
on the open market will  be "free trading," there has been only a
limited public market for the shares.  Therefore, an investor may
not be able to sell the shares when he or she wishes; therefore, an
investor may consider his or her investment to be long-term.  See
"Risk Factors."

Risk Factors.

An investment in the Company involves risks due in part to a
limited previous financial and operating history of Company.  Also,
certain potential conflicts of interest arise due to the
relationship of the Company to management and others.  See "Risk Factors."

                             RISK FACTORS

The securities offered hereby are highly speculative in nature
and involve a high  degree of risk.  They should be purchased only
by persons who can afford to lose their entire investment.
Therefore, each prospective investor should, prior to purchase,
consider very carefully the following risk factors among other
things, as well as all other information set forth in this prospectus.

Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Company to Survive.

The Company has only limited operations and is subject to all
the risks inherent in the creation of a new business.  Since the
Company's principal activities to date have been limited to
organizational activities and prospect development, it has no
record of any revenue-producing operations.  Consequently, there is
only a limited operating history upon which to base an assumption
that the Company will be able to achieve its business plans.  In
addition, the Company has only limited assets.  As a result, there
can be no assurance that the Company will generate significant
revenues in the future; and there can be no assurance that the
Company will operate at a profitable level.  If the Company is
unable to obtain customers and generate sufficient revenues so that
it can profitably operate, the Company's business will not succeed.

The Company incurred a net loss of $211,425 for the fiscal
year ended December 31, 1999, $148,148 for the fiscal year ended
December 31, 2000, and $193,508 for the six months ended June 30,
2001.  The Company's current liabilities exceed its current assets
by $260,141 as of December 31, 1999, $986,286 as of December 31,
2000, and $1,166,533 as of June 30, 2001.  At June 30, 2001, the
Company had an accumulated deficit of $916,929.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

Need for Additional Financing May Affect Operations and Plan of
Business.

Current funds available to the Company will not be adequate
for it to be competitive in the areas in which it intends to
operate.  Therefore, the Company will need to raise additional
funds in order to fully implement its business plan.  The Company
will attempt to raise  approximately $1.5 million in additional
funds during 2001 through a private placement for production of its
next feature film.  However,  there can be no assurance that the
Company will be successful in raising such additional funds.
Regardless of whether the Company's cash assets prove to be
inadequate to meet the Company's  operational  needs,  the Company
might seek to compensate providers of services by issuance of stock
in lieu of cash.

The Company's continued operations therefore will depend upon
its ability to raise additional funds through bank borrowings,
equity or debt financing.  There is no assurance that the Company
will be able to obtain additional funding when needed, or that such
funding, if available, can be obtained on terms acceptable to the
Company.  If the Company cannot obtain needed funds, it may be
forced to curtail or cease its activities.  If additional shares
were issued to obtain financing, current shareholders may suffer a
dilutive effect on their percentage of stock ownership in the Company.

Risks in Connection with Distribution of Films.

The Company typically acquires distribution rights in a
motion picture for  a  specified  term  in  one  or  more
territories   and  media.  In  some circumstances,  the Company
also acquires the  copyright to the motion  picture.  The
arrangements  the  Company  enters  into to acquire  rights may
include the Company agreeing to pay an advance or minimum guarantee
for the rights acquired and/or agreeing to advance print and
advertising costs, obligations which are independent  of the actual
financial  performance  of the motion  picture being distributed.
The risks  incurred  by the Company  dramatically  increase to the
extent the Company takes such actions.

The Company also incurs significant risk to the extent it
engages in development or  production  activities  itself.  The
Company  may,  in certain circumstances,  reduce  some of the
foregoing  risks by  sub-licensing  certain distribution  rights in
exchange for minimum  guarantees from sub-licensees such as foreign
sub-distributors.  The investment by the Company in a motion
picture includes the cost of acquisition of the distribution rights
(including  any advance or minimum guarantee paid to the producer),
the amount of the production financed, and the marketing and
distribution costs borne.

Substantial Competition May Affect Ability to Sell Products.

The Company may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the motion picture industry have greater experience,
resources, and managerial capabilities than the Company and may be
in a better position than the Company to obtain access to
attractive products.  There are a number of larger companies which
will directly compete with the Company.  Such competition could
have a material adverse effect on the Company's profitability or viability.

Other External Factors May Affect Viability of Company.

The motion picture industry in general is a speculative venture
necessarily involving some substantial risk. There is no certainty
that the expenditures to be made by the Company will result in
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Company.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect peoples' discretionary
spending.  Factors which leave less money in the hands of potential
customers of the Company will likely have an adverse effect on the
Company.  The exact effect of these factors cannot be accurately
predicted, but  the combination of these factors may result in the
Company not receiving an adequate return on invested capital.

Control by Officers and Directors Over Affairs of the Company May
Override Wishes of Other Stockholders.

The Company's officers and directors beneficially own
approximately 27% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the
ability to exercise significant influence over all matters
requiring stockholder approval.  Accordingly, it could be difficult
for the investors hereunder to effectuate control over the affairs
of the Company.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these
voting rights will be able, by virtue of their stock holdings, to
control the affairs and policies of the Company.

Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Company.

The Company's success is dependent upon the hiring and
retention of key personnel.  None of the officers or directors has
any employment or non-competition agreement with the Company.
Therefore, there can be no assurance that these personnel will
remain employed by the Company.  Should any of these individuals
cease to be affiliated with the Company for any reason before
qualified replacements could be found, there could be material
adverse effects on the Company's business and prospects.

In addition, all decisions with respect to the management of
the Company will be made exclusively by the officers and directors
of the Company.  Investors will only have rights associated with
minority ownership interest rights to make decision which effect
the Company.  The success of the Company, to a large extent, will
depend on the quality of the directors and officers of the Company.
Accordingly, no person should invest in the Shares unless he is
willing to entrust all aspects of the management of the Company to
the officers and directors.

Potential Conflicts of Interest May Affect Ability of Officers and
Directors to Make Decisions in the Best Interests of Company.

The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company. As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Company.  It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of
Directors to the Company, any proposed investments for its evaluation.

Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Company.

The Company's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Company for monetary damages arising from a breach
of their fiduciary duties as directors.  The By-Laws of the Company
include provisions to the effect that the Company may, to the
maximum extent permitted from time to time under applicable law,
indemnify any director, officer, or employee to the extent that
such indemnification and advancement of expense is permitted under
such law, as it may from time to time be in effect.  Any limitation
on the liability of any director, or indemnification of directors,
officer, or employees, could result in substantial expenditures
being made by the Company in covering any liability of such persons
or in indemnifying them.

Absence of Cash Dividends May Affect Investment Value of Company's Stock.

The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of the
Company's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements and the
general operating and financial conditions of the Company as well
as legal limitations on the payment of dividends out of paid-in capital.

No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Mangement of Company.

Holders of the shares of common stock of the Company are not
entitled to accumulate their votes for the election of directors or
otherwise. Accordingly, the holders of a majority of the shares
present at a meeting of shareholders will be able to elect all of
the directors of the Company, and the minority shareholders will
not be able to elect a representative to the Company's board of directors.

No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Company's Stock.

Since June 27, 1997, there has been only a limited public
market for the common stock of the Company.  The common stock of
the Company is quoted on the Over the Counter Bulletin Board.  As a
result, an investor may find it difficult to dispose of, or to
obtain accurate quotations as to the market value of the Company's
securities. In addition, the common stock is subject to the low-
priced security or so called "penny stock" rules that impose
additional sales practice requirements on broker-dealers who sell
such securities.  The Securities Enforcement and Penny Stock Reform
Act of 1990 ("Reform Act") requires additional disclosure in
connection with any trades involving a stock defined as a penny
stock (generally, according to recent regulations adopted by the
U.S. Securities and Exchange Commission, any equity security that
has a market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations
governing low-priced or penny stocks sometimes limit the ability of
broker-dealers to sell the Company's common stock and thus,
ultimately, the ability of the investors to sell their securities
in the secondary market.

Failure to Maintain Market Makers May Affect Value of Company's Stock.

If the Company is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers,
the liquidity of the common stock could be impaired, not only in
the number of shares of common stock which could be bought and
sold, but also through possible delays in the timing of
transactions, and lower prices for the common stock than might
otherwise prevail.  Furthermore, the lack of  market makers could
result in persons being unable to buy or sell shares of the common
stock on any secondary market.  There can be no assurance the
Company will be able to maintain such market makers.

Sale of Shares Eligible For Future Sale Could Adversely Affect the
Market Price.

All of the approximate 3,384,000 shares of common stock which
are currently held, directly or indirectly, by management have been
issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available for sale
in the open market without separate registration except in reliance
upon Rule 144 under the Securities Act of 1933.  In general, under
Rule 144 a person, or persons whose shares are aggregated, who has
beneficially owned shares acquired in a non-public transaction for
at least one year, including persons who may be deemed affiliates
of the Company, as defined, would be entitled to sell within any
three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or
the average weekly reported trading volume during the four calendar
weeks preceding such sale, provided that current public information
is then available.  If a substantial number of the shares owned by
these shareholders were sold under Rule 144 or a registered
offering, the market price of the common stock could be adversely
affected.

Status as a Pseudo California Corporation Could Adversely Affect
the Operation of the Company.

Section 2115 of the California General Corporation Law
subjects foreign corporations doing business in California to
various substantive provisions of the California General
Corporation Law in the event that the average of its property,
payroll and sales is more than 50% in California and more than one-
half of its outstanding voting securities are held of record by
persons residing in the State of California.  Section 2115 does not
apply to any corporation which, among other things, has outstanding
securities designated as qualified for trading as a national market
security on NASDAQ if such corporation has at least eight hundred
holders of its equity securities as of the record date of its most
recent annual meeting of shareholders.

Some of the substantive provisions of California which apply
to the Company include laws relating to annual election of
directors, removal of directors without cause, removal of directors
by court proceedings, indemnification of officers and directors,
directors standard of care and liability of directors for unlawful
distributions.  Currently, the Company does not meet the
requirement of a pseudo California corporation.

                             USE OF PROCEEDS

The proceeds from the sale of the shares of the Selling
Shareholder will be paid directly to this individuals for her own
personal use.  The Company will not receive any proceeds from this
offering.  If the Selling Shareholder sells all 24,000 shares
offered hereby, this will result in  gross proceeds to the Selling
Shareholder of $3,600 (based on the average of the bid and ask
price of $0.15 as of October 1, 2001).

                           SELLING SECURITY HOLDER

The Selling Shareholder will be offering their shares of
common stock in this offering as follows:

Name and         Amount of       Amount Offered    Amount of    Percentage
Selling          Securities      for the selling   Securities   of
Shareholder      Owned Prior     Shareholder's     Owned After  Ownership
                 to Current      Account(2)        Current      After
                 Offering(1)                       Offering     Current
                                                                Offering(3)
Lanette B.
Faulkner          86,180           24,000          62,180         0.48%

(1)  This amount includes the shares to be received under this Form S-8.

(2)  As the Company, at the time of filing this prospectus, does
not satisfy the requirements for use of Form S-3, then the
following limitation applies with respect to restricted securities
being offered hereby: the amount of securities to be reoffered or
resold by means of the reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the
purpose of selling securities of the Company, may not exceed,
during any three month period, the amount specified in Rule 144(e).
The latest report by the Company, a Form 10-QSB filed with the
Securities and Exchange Commission on August 22, 2001 indicates
that the total issued and outstanding common stock of the Company
as of June 30, 2001 is 13,049,641.  One percent of this amount is
130,496; therefore, the amount offered above is in compliance with
Rule 144(e).

(3)  Based on the total issued and outstanding shares of common
stock of the Company of 13,049,641 as of June 30, 2001.

                             PLAN OF DISTRIBUTION

Shares of common stock of the Company being held by the
following selling shareholder of the Company will be offered as a
shelf registration under Securities and Exchange Commission Rule
415 at the current market price: Lanette B. Faulkner ("Selling
Shareholder").  If all the shares being offered to the public under
the current offering are sold, this will represent gross proceeds
to the Selling Shareholder of $3,600 (based on the average of the
bid and ask price of $0.15 as of October 1, 2001).  The Company
will not realize any proceeds from this offering.

Manner of Sales; Broker-Dealer Compensation.

The Selling Shareholder, or any successors in interest to the
Selling Shareholder, may sell their shares of common stock in one
or more of the following methods:

ordinary brokers' transactions;

transactions involving cross or block trades or otherwise on
the Bulletin Board;

purchases by brokers, dealers or underwriters as principal and
resale by these purchasers for their own accounts pursuant to
this prospectus;

"at the market" to or through market makers or into an
existing  market for the Company's common stock;

in other ways not involving  market makers or established
trading markets, including direct sales to purchases or sales
effected through agents;

through transactions in options, swaps or other derivatives
(whether exchange-listed or otherwise);

in privately negotiated transactions;

to cover short sales; or

any combination of the foregoing.

The Selling Shareholders also may sell her shares in reliance
upon Rule 144 under the  Securities Act of 1933 at such times as
she is eligible to do so.  The Company has been advised by the
Selling Shareholder that she has not made any arrangements for the
distribution of the shares of common stock.  Brokers, dealers or
underwriters who effect sales for the Selling Shareholder may
arrange for other brokers, dealers or underwriters to participate.
Brokers, dealers or  underwriters engaged by the Selling
Shareholder will receive commissions or discounts from  them in
amounts  to be  negotiated  prior to the  sale.  These brokers,
dealers or underwriters may act as agent or as principals.

From time to time, the Selling Shareholder may pledge,
hypothecate or  grant a security interest in some or all of the
shares of common stock being offered for sale, and the pledgees,
secured parties or persons to whom these securities have been
pledged shall, upon foreclosure in the event of default, be
considered a selling shareholder hereunder.  In addition, the
Selling Shareholder may, from time to time, sell short her common
stock.  In these instances, this prospectus may be delivered in
connection with these short sales and the shares of the common
stock may be used to cover these short sales.

From time to time, the Selling  Shareholder  may  transfer,
pledge, donate or assign shares of her common stock to lenders or
others and each of these persons will be considered a selling
shareholder for purposes of this prospectus.  The number of shares
of the Company's common stock beneficially owned by the Selling
Shareholder who so transfers,  pledges, donates or assigns shares
of her common stock  will decrease as and when she takes these
actions.  The plan of distribution for the Company's common stock
by the Selling Shareholder set forth herein will otherwise remain
unchanged, except that the transferees, pledgees, donees or other
successors will be considered selling shareholders hereunder.  Such
selling shareholders will not be able to use this prospectus unless
and until a post-effective amendment is filed, naming those
individuals, and is declared effective.

Subject to the limitations discussed above, the Selling
Shareholder may enter into hedging  transactions with broker-
dealers and the broker-dealers may engage in short sales of the
Company's common stock in the course of hedging the positions they
assume with the Selling Shareholder, including in connection with
distributions of the common stock by these broker-dealers.  The
Selling Shareholder may also enter into option or other
transactions with broker-dealers that involve the delivery of the
Company's common stock to the broker-dealers, who may then  resell
or otherwise  transfer these shares.  The Selling Shareholder also
may loan or pledge the Company's common stock  to a broker-dealer
and the broker-dealer may sell the common stock so loaned or upon a
default may sell or otherwise transfer the pledged common stock.

Filing of a Post-Effective Amendment In Certain Instances.

If the Selling Shareholder notifies the Company that she has
entered into a material arrangement  (other than a customary
brokerage account agreement) with a broker or dealer for the sale
of shares of common stock under this prospectus through a block
trade, purchase by a broker or dealer or similar transaction, the
Company will file a post- effective amendment to the registration
statement for this offering.  The post-effective amendment will disclose:

The name of each broker-dealer involved in the transaction.

The number of shares of common stock involved.

The price at which those shares of common stock were sold.

The commissions paid or discounts or concessions allowed to
the broker-dealer(s).

If applicable, that these broker-dealer(s) did not conduct any
investigation to verify the information contained or
incorporated  by reference in this prospectus, as supplemented.

Any other facts material to the transaction.

Certain Persons May Be Deemed to Be Underwriters.

The Selling Shareholder and any broker-dealers who execute
sales for them may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 because of the number of
shares of common stock to be sold or resold by these persons or
entities or the manner of sale of these shares, or both.  If the
Selling Shareholder or any broker-dealer or other holders were
determined to be underwriters, any discounts, concessions or
commissions received by them or by brokers or dealers acting on
their behalf and any profits received by them on the resale of
their shares of common stock might be deemed to be underwriting
discounts and commissions under the Securities Act.Regulation M.

The Company has informed the Selling Shareholder that
Regulation M promulgated under the Securities  Exchange Act of 1934
may be applicable to her with respect to any purchase or sale the
Company's common stock.  In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of the Company's
common stock from directly or indirectly bidding for, or purchasing
for any account in which it has a beneficial interest, any of the
common stock or any right to purchase this stock, for a period of
one business day before and after completion of its participation
in the distribution.

During any distribution period, Regulation M prohibits the
Selling Shareholder and any  other persons engaged in the
distribution from engaging in any stabilizing bid or purchasing the
Company's common stock except for the purpose of preventing or
retarding a decline in the open market price of the common stock.
None of these persons may effect any stabilizing transaction to
facilitate any offering at the market.  As the Selling Shareholder
will be reoffering and reselling the Company's common stock at the
market, Regulation M will prohibit her from effecting any
stabilizing transaction in contravention of Regulation M with
respect to this stock.

Opportunity to Make Inquiries.

The Company will make available to any investor, prior to any
issue of the resale of the shares, the opportunity to ask questions
and receive answers from the Company concerning any aspect of the
investment and to obtain any additional information contained in
this prospectus, to the extent that the Company possesses such
information or can acquire it without unreasonable effort or expense.

                INTERESTS OF NAMED EXPERTS AND COUNSEL

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Company.

Brian F. Faulkner, A Professional Law Corporation, counsel for
the Registrant named in this registration statement as giving an
opinion on the validity of the securities, has previously received
a total of 66,500 of restricted common stock in exchange for legal
services previously rendered, and to be rendered in the future, to
the Company under an attorney-client contract (these shares were
issued in the name of "Lanette B. Faulkner").  Mr. Faulkner will be
receiving an additional 62,180 shares under this Form S-8 under the
Company's Non-Employee Directors and Consultants Retainer Stock
Plan.  These legal services consist of advice and preparation work
in connection with reports of the Company filed under the
Securities Exchange Act of 1934, and other general corporate and
securities work for the Company.

                             MATERIAL CHANGES

There have been no material changes in the Company's affairs
which have occurred since   the end of the latest fiscal year for
which certified financial statements were included in the latest
annual report to security holders and which have not been described
in a report on a Form 10-QSB or Form 8-K filed under the Securities
Exchange Act of 1934, or the latest Form 10-SB/A filed with the
U.S. Securities and Exchange Commission on August 23, 2000.

             INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a)  The documents listed in (1) and (2) below are
specifically incorporated by reference into this Prospectus:

1.  The Company's latest annual report on Form 10-KSB filed
pursuant to Section 13(a) of the Exchange Act which contains
financial statements for the Company's latest fiscal year  for
which a Form 10-KSB was required to have been filed; and

2.  All other reports filed pursuant to Section 13(a) of the
Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above; and

3.  Since the common stock of the Company is registered under
Section 12 of the Exchange Act, the description of such class
of securities which is contained in the latest Form 10-SB the
Company filed under the Securities Exchange Act of 1934,
including any amendment or reports filed for the purpose of
updating such description.

(b)  All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), or 14 of the Exchange Act, prior to the
termination of the offering are also incorporated by reference into
this Prospectus.

(c)  Information:

1.  The Company will provide to each person, including any
beneficial owner, to whom a Prospectus is delivered, a copy of
any or all of the information that has been incorporated by
reference in the prospectus but not delivered with the prospectus;

2.  The Company will provide this information upon written or
oral request;

3.  The Company will provide this information at no cost to
the requester; and

4.  The name, address, and telephone number to which the
request for this information must be made: Arthur Birzneck,
President, Eclipse Entertainment Group, Inc., 10520 Venice
Boulevard, Culver City, California 90232; (310) 836-6790.

5.  The Company files annual, quarterly and special reports,
proxy statements and other information with the U.S. Securities and
Exchange Commission, Washington, D.C. 20549.  The Company has also
filed with the Commission this registration statement on Form S-8
under the Securities Act  of 1933 with respect to the shares of
common stock offered by this prospectus.  This prospectus does not
contain all of the information set forth in the  registration
statement and the exhibits and schedules filed with the
registration statement. Certain items are omitted in accordance
with the rules and regulations of the Commission.  For further
information with respect to the Company and the common stock
offered by this prospectus, reference is made to the registration
statement and the exhibits and schedules filed with the
registration statement. Statements contained in this prospectus as
to the contents of any contract or any other document referred to
are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being
qualified in all respects by such reference.

A copy of the Company's filings, including this
registration statement, and the exhibits and schedules filed with
it, may be inspected without charge at the public reference
facilities maintained by the Commission in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part
of the registration statement may be obtained from such office upon
the payment of the fees prescribed by the Commission.  The public
may obtain information on the operation of the public reference
room by calling the Commission at 1 (800) SEC-0330.  The Commission
maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission, including the
Company.  The address of the site is http://www.sec.gov. The
registration statement, including all its exhibits and any
amendments, has been filed electronically with the Commission.

        DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                      SECURITIES ACT LIABILITIES

Limitation of Liability.

No director of the Company will have personal liability to the
Company or any of its stockholders for monetary damages for breach
of fiduciary duty as a director involving any act or omission of
any such director since provisions have been made in the Articles
of Incorporation limiting such liability (see Exhibit 3.1 to this
Form 10-SB).  The foregoing provisions shall not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit.

Indemnification.

(a)  Articles of Incorporation.

The Articles of Incorporation of the Company provide the
following with respect to indemnification:

XII.  INDEMNIFICATION:  Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an officer or director of
the Company or is or was serving at the request of the Company as
an officer or director of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans whether the basis of such
proceeding  is alleged  action in an official capacity as an
officer or director or in any other  capacity while serving as an
officer or director shall be indemnified and held harmless by the
Company to the fullest extent authorized by the Nevada General
Corporation Law, as the same exists or may  hereafter be amended,
(but,  in the case of any such  amendment, only to the  extent
that such  amendment  permits the Company to provide broader
indemnification rights than said law permitted the  Company to
provide prior to such amendment), against all expense, liability
and loss (including  attorneys'  fees,  judgments,  fines,  excise
taxes or penalties and amounts to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and
such  indemnification  shall continue as to a person who has ceased
to be an officer or  director  and shall  inure to the benefit of
his or her heirs, executors and administrators; provided, however,
that except as provided herein with respect to proceedings seeking
to enforce rights to indemnification,  the  Company  shall
indemnify  any  such  person  seeking indemnification  in
connection with a proceeding (or part thereof) initiated by such
person only if such  proceeding  (or part thereof) was  authorized
by the Board of Directors of the Company.  The right to
indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Company the expenses
incurred in  defending  any such  proceeding  in advance of its
final disposition; provided however, that, if the Nevada General
Corporation Law requires the payment of such expenses  incurred by
an officer or director in his or her capacity as an officer or
director  (and not in any other capacity in which  service was or
is rendered by such person while an officer or director, including,
without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, payment shall be made
only upon delivery to the Company of an  undertaking,  by or on
behalf of such officer or director,  to repay all amounts so
advanced if it shall ultimately be determined that such officer or
director is not entitled to be indemnified under this Section or
otherwise.

If a claim hereunder is not paid in full by the  Company
within ninety days after a written  claim has been received by the
Company,  the claimant may, at any time  thereafter,  bring suit
against the Company to recover the unpaid amount of the claim and,
if successful, in whole or in part, the claimant shall be entitled
to be paid the expense of prosecuting  such claim. It shall be a
defense to any such action  (other  than an action  brought to
enforce a claim for  expenses  incurred  in  defending  any
proceeding  in advance of its final disposition  where the
required undertaking, if any, is required, has been tendered to the
Company)  that the  claimant has not met the standards of conduct
which make it permissible under the Nevada General Company Law for
the Company to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Company.
Neither the failure of the Company (including its Board of
Directors, independent legal counsel, or its stockholders)  to have
made a determination  prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Nevada General Corporation Law, nor an actual
determination by the Company (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

The right to indemnification and the payment of expenses
incurred in defending a proceeding  in advance of its final
disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of Stockholders or disinterested directors or otherwise.

The Company may maintain insurance, at its expense, to protect
itself and any officer, director, employee or agent of the Company
or another corporation, partnership,  joint venture, trust or other
enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against
such expense, liability or loss under the Nevada General
Corporation Law.

The Company may, to the extent authorized from time to time by
the Board of Directors,  grant rights to indemnification to any
employee or agent of the Company to the fullest extent of the
provisions of this section with respect to the indemnification and
advancement of expenses of officers and directors of the Company or
individuals serving at the request of the Company as an officer,
director, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise."

(b)  Bylaws.

The Bylaws of the company (see Exhibit 3.2 to this Form 10-SB)
provide the following with respect to indemnification:

5.1  Indemnification of Officers. Directors Employees and Agents.

Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a
proceeding because he is or was an officer, director, employee or
agent of the corporation against liability incurred in the
proceeding, all pursuant to and consistent with the provisions of
NRS 78.751, as amended from time to time.

5.2  Advance Expenses for Officers and Directors.

The  expenses of officers  and  directors  incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, but only after
receipt by the corporation of an undertaking by or on behalf of the
officer or director on terms set by the Board of  Directors, to
repay the expenses advanced if it is ultimately determined by a
court of competent jurisdiction  that he is not entitled to be
indemnified by the corporation.

5.3  Scope of Indemnification.

The indemnification permitted  herein is  intended  to be to the
fullest extent permissible under the laws of the State of Nevada,
and any amendments thereto."

(c)  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 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 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 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, and 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 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 under 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:

(i)  By the stockholders;

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

(iii)  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

(iv)  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 and advancement of expenses
authorized in NRS 78.7502 or ordered by a court pursuant to this section:

(i)  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 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.

(ii)  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.

NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

(1)  A corporation may purchase and maintain insurance or make
other financial arrangements 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 for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

(2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(i)  The creation of a trust fund.

(ii)  The establishment of a program of self-insurance.

(iii)  The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of
the corporation.

(iv)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

(3)  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

(4)  In the absence of fraud:

(i)  The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or
other financial arrangement made pursuant to this section and
the choice of the person to provide the insurance or other
financial arrangement is conclusive; and

(ii)  The insurance or other financial arrangement:

(A)  Is not void or voidable; and

(B)  Does not subject any director approving it to
personal liability for his action, even if a director
approving the insurance or other financial arrangement is
a beneficiary of the insurance or other financial arrangement.

(5)  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS.

Undertaking.

The Company undertakes the following:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

                                 PART II
               INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

All of the shares of common stock being offering pursuant to
this registration statement have been issued pursuant to a claim of
exemption from registration under the Securities Act of 1933 as
provided by Section 4(6) thereof, in that:

the transactions involved sales solely to one or more
accredited investors;

the  aggregate offering price did not exceed the amount
allowed under Section 3(b) of the 1933 Act; and

there was no advertising or public solicitation in connection
with the transaction by the Company or anyone acting on the
company's behalf.

ITEM 8.  EXHIBITS.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned Company hereby undertakes:

(a)  (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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;

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

(e) 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 are 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.

(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Act
and is, therefore, unenforceable.  In the event that 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 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 Company 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 authorize, in the City of
Culver City, State of California, on October 1, 2001.

                                       Eclipse Entertainment Group, Inc.


                                       By: /s/  Arthur Birzneck
                                       Arthur Birzneck, President

                        Special Power of Attorney

The undersigned constitute and appoint Arthur Birzneck their
true and lawful attorney-in-fact and agent with full power of
substitution, 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 Form  S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

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

Signature                    Title                               Date

/s/  Franco Columbu
Franco Columbu               Chairman of the Board/Chief     October 1, 2001
                             Executive Officer/Director

/s/  Arthur Birzneck
Arthur Birzneck              President/Chief Operating       October 1, 2001
                             Officer/Director

/s/  John G. Smith
John G. Smith                Vice President, Legal           October 1, 2001
                             Affairs/Director

/s/  Brent Nelson
Brent Nelson                 Treasurer (principal            October 1, 2001
                             financial and accounting
                             officer)/Director

/s/  Alec W. Rossa
Alec W. Rossa                Director                        October 1, 2001

                                EXHIBIT INDEX

Exhibit                         Description
No.

4        Non-Employee Directors and Consultants Retainer Stock
         Plan, dated August 1, 2001 (see below).

5        Opinion Re: Legality (see below).

23.1     Consent of Accountants (see below).

23.3     Consent of Counsel (see below).

24       Special Power of Attorney (see signature page).

                                EX-4

       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                  ECLIPSE ENTERTAINMENT GROUP, INC.
                 NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                         RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the "Eclipse Non-Employee Directors and
Consultants Retainer Stock Plan" and is hereinafter referred to as
the "Plan".  The purposes of the Plan are to enable Eclipse
Entertainment Group, Inc., a Nevada corporation ("Company"), to
promote  the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and Consultants
capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the
Company's shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par value one tenth
of one cent ($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of August 1, 2001 ("Effective
Date"), provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is One Million (1,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under Nevada law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan has been executed as of the 1st day of
August, 2001.

                                        Eclipse Entertainment Group, Inc.


                                        By:   /s/ Arthur Birzneck
                                        Arthur Birzneck, President

                                   EX-5

                           OPINION RE: LEGALITY


                              Brian F. Faulkner
                       A Professional Law Corporation
                        3900 Birch Street, Suite 113
                       Newport Beach, California 92660
                              (949) 975-0544


September 28, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Eclipse Entertainment Group, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Eclipse Entertainment Group,
Inc., a Nevada corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 86,180 shares of its common stock ("Shares"), $0.001 par value
per Share, 62,180 of which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan and
the remainder of which are owned by a selling shareholder consultant.

In my representation I have examined such documents,
corporate records, and other instruments as I have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.

(b)  In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                               EX-23.1

                         CONSENT OF ACCOUNTANTS


L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants
3441 Eastern Avenue
Las Vegas, Nevada 89102
(702) 735-5030


October 1, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Eclipse Entertainment Group, Inc. - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 28, 2001 in Eclipse
Entertainment Group, Inc.'s Form 10-KSB for the year ended December
31, 2000, and to all references to our firm included in this
Registration Statement.

Sincerely,


/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC

                                 EX-23.2
                           CONSENT OF COUNSEL


Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544


September 28, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Eclipse Entertainment Group, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Eclipse Entertainment Group,
Inc., a Nevada corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 86,180 shares of its common stock ("Shares"), $0.001 par value
per Share, 62,180 of which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan and
the remainder of which are owned by a selling shareholder
consultant.  I hereby consent to all references to my firm
included in this Registration Statement, including the opinion of
legality.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.
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U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     ECLIPSE ENTERTAINMENT GROUP, INC.
           (Exact Name of Registrant as Specified in its Charter)

          Nevada                                                91-1766849
  (State of Incorporation)                          (I.R.S. Employer ID No.)

    10520 Venice Boulevard, Culver City, California                90232
     (Address of principal executive offices)                  (Zip Code)

                            Attorney-Client Contract
           Non-Employee Directors and Consultants Retainer Stock Plan
                           (Full title of the Plans)

             Brian F. Faulkner, A Professional Law Corporation
        3900 Birch Street, Suite 113, Newport Beach, California 92660
                   (Name and address of agent for service)

                                  (949) 975-0544
        (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            24,000          $0.15(2)     $3,600     $0.90

Common
Stock            62,180          $0.001 (1)   $   62     $0.02

(1)  Calculated under Rule 457(h)(1): deemed issuance price as set
forth  in the Non-Employee Directors and Consultants Retainer Stock
Plan, attached as Exhibit 4 to this  Form S-8.

(2)  Calculated under Rule 457(c): the average of the bid and ask
prices as of October 1, 2001.

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

ITEM 1.   PLAN INFORMATION.

See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral request
they will be provided, without charge, (a) the documents
incorporated  by reference in Item 3 of Part II of the registration
statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the
participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is
to be directed.

                                  PROSPECTUS

                               24,000 SHARES (1)

                          COMMON STOCK, $0.001 PAR VALUE

                         ECLIPSE ENTERTAINMENT GROUP, INC.

The following selling shareholder of Eclipse Entertainment
Group, a Nevada corporation, are hereby offering up to 24,000
shares of its $0.001 par value common stock previously received
under an attorney-client contract with the Company at the market
price on a delayed basis under Rule 415 pursuant to the terms of
this prospectus: Lanette B. Faulkner.  The Company will not receive
any proceeds from this offering of common stock.  The trading
symbol of the Company's common stock on the Over the Counter
Bulletin Board is "ECLE."

The shares offered hereby are highly speculative and involve a
high degree of risk to public investors and should be purchased
only by persons who can afford to lose their entire investment (See
"Risk Factors" on page 5).

These securities have not been approved or disapproved by the
U.S. Securities and Exchange Commission or any state securities
commission nor has the U.S. Securities and Exchange Commission or
any state securities commission passed upon the accuracy or
adequacy of this prospectus.  Any representation to the contrary is
a criminal offense.

Information contained herein is subject to completion or
amendment.  The registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission.
The securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.

                      Dated: October 3, 2001

(1)  Pursuant to SEC Rule 416, there will be a change in the
amount of securities being issued to prevent dilution resulting
from stock splits, stock dividends, or similar transaction.

                         PROSPECTUS SUMMARY

The following summary is qualified in its entirety by detailed
information appearing elsewhere in this prospectus.  Each
prospective investor is urged to read this prospectus in its entirety.

The Company.

Eclipse  Entertainment Group, Inc. ("Company") was
incorporated on January 27, 1997 in the State of Nevada with the
objective  of  satisfying  a worldwide  demand for  quality,
American  entertainment  that is  developed  under  carefully
managed  budgets. Company  will work to  establish  a network of
foreign  and  domestic  buyers to produce or acquire  programming
that  directly  meets  their  needs in terms of content and cost.
The Company currently has no employees, other than the officers and
directors, but anticipates adding several employees over the next
twelve months.  Therefore, the business activities of the Company
are handled by the officers and directors at this time.

The business objectives of the Company, as developed by its
Board of Directors, are strongly focused on the production and
acquisition of action oriented feature films with strong domestic
and universal appeal that have been developed and/or produced
within well managed low to medium budgets.  The Company intends to
develop a well integrated portfolio of these feature films by
producing or co-producing one or two action feature films each year
and by acquiring the rights to other similar films which are
available at attractive prices.

The principal offices of the Company's are located at 10520
Venice Boulevard, Culver City, California 90232.  The telephone
number for the Company is (310) 836-6790.

The Offering.

Shares of common stock of the Company being held by the
following selling shareholder of the Company will be offered as a
shelf registration under Securities and Exchange Commission Rule
415 at the current market price: Lanette B. Faulkner ("Selling
Shareholder").  If all the shares being offered to the public under
the current offering are sold, this will represent gross proceeds
to the Selling Shareholder of $3,600 (based on the average of the
bid and ask price of $0.15 as of October 1, 2001).  The Company
will not realize any proceeds from this offering.

Liquidity of Investment.

Although the shares of common stock of the Company purchased
on the open market will  be "free trading," there has been only a
limited public market for the shares.  Therefore, an investor may
not be able to sell the shares when he or she wishes; therefore, an
investor may consider his or her investment to be long-term.  See
"Risk Factors."

Risk Factors.

An investment in the Company involves risks due in part to a
limited previous financial and operating history of Company.  Also,
certain potential conflicts of interest arise due to the
relationship of the Company to management and others.  See "Risk Factors."

                             RISK FACTORS

The securities offered hereby are highly speculative in nature
and involve a high  degree of risk.  They should be purchased only
by persons who can afford to lose their entire investment.
Therefore, each prospective investor should, prior to purchase,
consider very carefully the following risk factors among other
things, as well as all other information set forth in this prospectus.

Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Company to Survive.

The Company has only limited operations and is subject to all
the risks inherent in the creation of a new business.  Since the
Company's principal activities to date have been limited to
organizational activities and prospect development, it has no
record of any revenue-producing operations.  Consequently, there is
only a limited operating history upon which to base an assumption
that the Company will be able to achieve its business plans.  In
addition, the Company has only limited assets.  As a result, there
can be no assurance that the Company will generate significant
revenues in the future; and there can be no assurance that the
Company will operate at a profitable level.  If the Company is
unable to obtain customers and generate sufficient revenues so that
it can profitably operate, the Company's business will not succeed.

The Company incurred a net loss of $211,425 for the fiscal
year ended December 31, 1999, $148,148 for the fiscal year ended
December 31, 2000, and $193,508 for the six months ended June 30,
2001.  The Company's current liabilities exceed its current assets
by $260,141 as of December 31, 1999, $986,286 as of December 31,
2000, and $1,166,533 as of June 30, 2001.  At June 30, 2001, the
Company had an accumulated deficit of $916,929.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

Need for Additional Financing May Affect Operations and Plan of
Business.

Current funds available to the Company will not be adequate
for it to be competitive in the areas in which it intends to
operate.  Therefore, the Company will need to raise additional
funds in order to fully implement its business plan.  The Company
will attempt to raise  approximately $1.5 million in additional
funds during 2001 through a private placement for production of its
next feature film.  However,  there can be no assurance that the
Company will be successful in raising such additional funds.
Regardless of whether the Company's cash assets prove to be
inadequate to meet the Company's  operational  needs,  the Company
might seek to compensate providers of services by issuance of stock
in lieu of cash.

The Company's continued operations therefore will depend upon
its ability to raise additional funds through bank borrowings,
equity or debt financing.  There is no assurance that the Company
will be able to obtain additional funding when needed, or that such
funding, if available, can be obtained on terms acceptable to the
Company.  If the Company cannot obtain needed funds, it may be
forced to curtail or cease its activities.  If additional shares
were issued to obtain financing, current shareholders may suffer a
dilutive effect on their percentage of stock ownership in the Company.

Risks in Connection with Distribution of Films.

The Company typically acquires distribution rights in a
motion picture for  a  specified  term  in  one  or  more
territories   and  media.  In  some circumstances,  the Company
also acquires the  copyright to the motion  picture.  The
arrangements  the  Company  enters  into to acquire  rights may
include the Company agreeing to pay an advance or minimum guarantee
for the rights acquired and/or agreeing to advance print and
advertising costs, obligations which are independent  of the actual
financial  performance  of the motion  picture being distributed.
The risks  incurred  by the Company  dramatically  increase to the
extent the Company takes such actions.

The Company also incurs significant risk to the extent it
engages in development or  production  activities  itself.  The
Company  may,  in certain circumstances,  reduce  some of the
foregoing  risks by  sub-licensing  certain distribution  rights in
exchange for minimum  guarantees from sub-licensees such as foreign
sub-distributors.  The investment by the Company in a motion
picture includes the cost of acquisition of the distribution rights
(including  any advance or minimum guarantee paid to the producer),
the amount of the production financed, and the marketing and
distribution costs borne.

Substantial Competition May Affect Ability to Sell Products.

The Company may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the motion picture industry have greater experience,
resources, and managerial capabilities than the Company and may be
in a better position than the Company to obtain access to
attractive products.  There are a number of larger companies which
will directly compete with the Company.  Such competition could
have a material adverse effect on the Company's profitability or viability.

Other External Factors May Affect Viability of Company.

The motion picture industry in general is a speculative venture
necessarily involving some substantial risk. There is no certainty
that the expenditures to be made by the Company will result in
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Company.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect peoples' discretionary
spending.  Factors which leave less money in the hands of potential
customers of the Company will likely have an adverse effect on the
Company.  The exact effect of these factors cannot be accurately
predicted, but  the combination of these factors may result in the
Company not receiving an adequate return on invested capital.

Control by Officers and Directors Over Affairs of the Company May
Override Wishes of Other Stockholders.

The Company's officers and directors beneficially own
approximately 27% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the
ability to exercise significant influence over all matters
requiring stockholder approval.  Accordingly, it could be difficult
for the investors hereunder to effectuate control over the affairs
of the Company.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these
voting rights will be able, by virtue of their stock holdings, to
control the affairs and policies of the Company.

Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Company.

The Company's success is dependent upon the hiring and
retention of key personnel.  None of the officers or directors has
any employment or non-competition agreement with the Company.
Therefore, there can be no assurance that these personnel will
remain employed by the Company.  Should any of these individuals
cease to be affiliated with the Company for any reason before
qualified replacements could be found, there could be material
adverse effects on the Company's business and prospects.

In addition, all decisions with respect to the management of
the Company will be made exclusively by the officers and directors
of the Company.  Investors will only have rights associated with
minority ownership interest rights to make decision which effect
the Company.  The success of the Company, to a large extent, will
depend on the quality of the directors and officers of the Company.
Accordingly, no person should invest in the Shares unless he is
willing to entrust all aspects of the management of the Company to
the officers and directors.

Potential Conflicts of Interest May Affect Ability of Officers and
Directors to Make Decisions in the Best Interests of Company.

The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company. As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Company.  It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of
Directors to the Company, any proposed investments for its evaluation.

Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Company.

The Company's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Company for monetary damages arising from a breach
of their fiduciary duties as directors.  The By-Laws of the Company
include provisions to the effect that the Company may, to the
maximum extent permitted from time to time under applicable law,
indemnify any director, officer, or employee to the extent that
such indemnification and advancement of expense is permitted under
such law, as it may from time to time be in effect.  Any limitation
on the liability of any director, or indemnification of directors,
officer, or employees, could result in substantial expenditures
being made by the Company in covering any liability of such persons
or in indemnifying them.

Absence of Cash Dividends May Affect Investment Value of Company's Stock.

The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of the
Company's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements and the
general operating and financial conditions of the Company as well
as legal limitations on the payment of dividends out of paid-in capital.

No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Mangement of Company.

Holders of the shares of common stock of the Company are not
entitled to accumulate their votes for the election of directors or
otherwise. Accordingly, the holders of a majority of the shares
present at a meeting of shareholders will be able to elect all of
the directors of the Company, and the minority shareholders will
not be able to elect a representative to the Company's board of directors.

No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Company's Stock.

Since June 27, 1997, there has been only a limited public
market for the common stock of the Company.  The common stock of
the Company is quoted on the Over the Counter Bulletin Board.  As a
result, an investor may find it difficult to dispose of, or to
obtain accurate quotations as to the market value of the Company's
securities. In addition, the common stock is subject to the low-
priced security or so called "penny stock" rules that impose
additional sales practice requirements on broker-dealers who sell
such securities.  The Securities Enforcement and Penny Stock Reform
Act of 1990 ("Reform Act") requires additional disclosure in
connection with any trades involving a stock defined as a penny
stock (generally, according to recent regulations adopted by the
U.S. Securities and Exchange Commission, any equity security that
has a market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations
governing low-priced or penny stocks sometimes limit the ability of
broker-dealers to sell the Company's common stock and thus,
ultimately, the ability of the investors to sell their securities
in the secondary market.

Failure to Maintain Market Makers May Affect Value of Company's Stock.

If the Company is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers,
the liquidity of the common stock could be impaired, not only in
the number of shares of common stock which could be bought and
sold, but also through possible delays in the timing of
transactions, and lower prices for the common stock than might
otherwise prevail.  Furthermore, the lack of  market makers could
result in persons being unable to buy or sell shares of the common
stock on any secondary market.  There can be no assurance the
Company will be able to maintain such market makers.

Sale of Shares Eligible For Future Sale Could Adversely Affect the
Market Price.

All of the approximate 3,384,000 shares of common stock which
are currently held, directly or indirectly, by management have been
issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available for sale
in the open market without separate registration except in reliance
upon Rule 144 under the Securities Act of 1933.  In general, under
Rule 144 a person, or persons whose shares are aggregated, who has
beneficially owned shares acquired in a non-public transaction for
at least one year, including persons who may be deemed affiliates
of the Company, as defined, would be entitled to sell within any
three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or
the average weekly reported trading volume during the four calendar
weeks preceding such sale, provided that current public information
is then available.  If a substantial number of the shares owned by
these shareholders were sold under Rule 144 or a registered
offering, the market price of the common stock could be adversely
affected.

Status as a Pseudo California Corporation Could Adversely Affect
the Operation of the Company.

Section 2115 of the California General Corporation Law
subjects foreign corporations doing business in California to
various substantive provisions of the California General
Corporation Law in the event that the average of its property,
payroll and sales is more than 50% in California and more than one-
half of its outstanding voting securities are held of record by
persons residing in the State of California.  Section 2115 does not
apply to any corporation which, among other things, has outstanding
securities designated as qualified for trading as a national market
security on NASDAQ if such corporation has at least eight hundred
holders of its equity securities as of the record date of its most
recent annual meeting of shareholders.

Some of the substantive provisions of California which apply
to the Company include laws relating to annual election of
directors, removal of directors without cause, removal of directors
by court proceedings, indemnification of officers and directors,
directors standard of care and liability of directors for unlawful
distributions.  Currently, the Company does not meet the
requirement of a pseudo California corporation.

                             USE OF PROCEEDS

The proceeds from the sale of the shares of the Selling
Shareholder will be paid directly to this individuals for her own
personal use.  The Company will not receive any proceeds from this
offering.  If the Selling Shareholder sells all 24,000 shares
offered hereby, this will result in  gross proceeds to the Selling
Shareholder of $3,600 (based on the average of the bid and ask
price of $0.15 as of October 1, 2001).

                           SELLING SECURITY HOLDER

The Selling Shareholder will be offering their shares of
common stock in this offering as follows:

Name and         Amount of       Amount Offered    Amount of    Percentage
Selling          Securities      for the selling   Securities   of
Shareholder      Owned Prior     Shareholder's     Owned After  Ownership
                 to Current      Account(2)        Current      After
                 Offering(1)                       Offering     Current
                                                                Offering(3)
Lanette B.
Faulkner          86,180           24,000          62,180         0.48%

(1)  This amount includes the shares to be received under this Form S-8.

(2)  As the Company, at the time of filing this prospectus, does
not satisfy the requirements for use of Form S-3, then the
following limitation applies with respect to restricted securities
being offered hereby: the amount of securities to be reoffered or
resold by means of the reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the
purpose of selling securities of the Company, may not exceed,
during any three month period, the amount specified in Rule 144(e).
The latest report by the Company, a Form 10-QSB filed with the
Securities and Exchange Commission on August 22, 2001 indicates
that the total issued and outstanding common stock of the Company
as of June 30, 2001 is 13,049,641.  One percent of this amount is
130,496; therefore, the amount offered above is in compliance with
Rule 144(e).

(3)  Based on the total issued and outstanding shares of common
stock of the Company of 13,049,641 as of June 30, 2001.

                             PLAN OF DISTRIBUTION

Shares of common stock of the Company being held by the
following selling shareholder of the Company will be offered as a
shelf registration under Securities and Exchange Commission Rule
415 at the current market price: Lanette B. Faulkner ("Selling
Shareholder").  If all the shares being offered to the public under
the current offering are sold, this will represent gross proceeds
to the Selling Shareholder of $3,600 (based on the average of the
bid and ask price of $0.15 as of October 1, 2001).  The Company
will not realize any proceeds from this offering.

Manner of Sales; Broker-Dealer Compensation.

The Selling Shareholder, or any successors in interest to the
Selling Shareholder, may sell their shares of common stock in one
or more of the following methods:

ordinary brokers' transactions;

transactions involving cross or block trades or otherwise on
the Bulletin Board;

purchases by brokers, dealers or underwriters as principal and
resale by these purchasers for their own accounts pursuant to
this prospectus;

"at the market" to or through market makers or into an
existing  market for the Company's common stock;

in other ways not involving  market makers or established
trading markets, including direct sales to purchases or sales
effected through agents;

through transactions in options, swaps or other derivatives
(whether exchange-listed or otherwise);

in privately negotiated transactions;

to cover short sales; or

any combination of the foregoing.

The Selling Shareholders also may sell her shares in reliance
upon Rule 144 under the  Securities Act of 1933 at such times as
she is eligible to do so.  The Company has been advised by the
Selling Shareholder that she has not made any arrangements for the
distribution of the shares of common stock.  Brokers, dealers or
underwriters who effect sales for the Selling Shareholder may
arrange for other brokers, dealers or underwriters to participate.
Brokers, dealers or  underwriters engaged by the Selling
Shareholder will receive commissions or discounts from  them in
amounts  to be  negotiated  prior to the  sale.  These brokers,
dealers or underwriters may act as agent or as principals.

From time to time, the Selling Shareholder may pledge,
hypothecate or  grant a security interest in some or all of the
shares of common stock being offered for sale, and the pledgees,
secured parties or persons to whom these securities have been
pledged shall, upon foreclosure in the event of default, be
considered a selling shareholder hereunder.  In addition, the
Selling Shareholder may, from time to time, sell short her common
stock.  In these instances, this prospectus may be delivered in
connection with these short sales and the shares of the common
stock may be used to cover these short sales.

From time to time, the Selling  Shareholder  may  transfer,
pledge, donate or assign shares of her common stock to lenders or
others and each of these persons will be considered a selling
shareholder for purposes of this prospectus.  The number of shares
of the Company's common stock beneficially owned by the Selling
Shareholder who so transfers,  pledges, donates or assigns shares
of her common stock  will decrease as and when she takes these
actions.  The plan of distribution for the Company's common stock
by the Selling Shareholder set forth herein will otherwise remain
unchanged, except that the transferees, pledgees, donees or other
successors will be considered selling shareholders hereunder.  Such
selling shareholders will not be able to use this prospectus unless
and until a post-effective amendment is filed, naming those
individuals, and is declared effective.

Subject to the limitations discussed above, the Selling
Shareholder may enter into hedging  transactions with broker-
dealers and the broker-dealers may engage in short sales of the
Company's common stock in the course of hedging the positions they
assume with the Selling Shareholder, including in connection with
distributions of the common stock by these broker-dealers.  The
Selling Shareholder may also enter into option or other
transactions with broker-dealers that involve the delivery of the
Company's common stock to the broker-dealers, who may then  resell
or otherwise  transfer these shares.  The Selling Shareholder also
may loan or pledge the Company's common stock  to a broker-dealer
and the broker-dealer may sell the common stock so loaned or upon a
default may sell or otherwise transfer the pledged common stock.

Filing of a Post-Effective Amendment In Certain Instances.

If the Selling Shareholder notifies the Company that she has
entered into a material arrangement  (other than a customary
brokerage account agreement) with a broker or dealer for the sale
of shares of common stock under this prospectus through a block
trade, purchase by a broker or dealer or similar transaction, the
Company will file a post- effective amendment to the registration
statement for this offering.  The post-effective amendment will disclose:

The name of each broker-dealer involved in the transaction.

The number of shares of common stock involved.

The price at which those shares of common stock were sold.

The commissions paid or discounts or concessions allowed to
the broker-dealer(s).

If applicable, that these broker-dealer(s) did not conduct any
investigation to verify the information contained or
incorporated  by reference in this prospectus, as supplemented.

Any other facts material to the transaction.

Certain Persons May Be Deemed to Be Underwriters.

The Selling Shareholder and any broker-dealers who execute
sales for them may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 because of the number of
shares of common stock to be sold or resold by these persons or
entities or the manner of sale of these shares, or both.  If the
Selling Shareholder or any broker-dealer or other holders were
determined to be underwriters, any discounts, concessions or
commissions received by them or by brokers or dealers acting on
their behalf and any profits received by them on the resale of
their shares of common stock might be deemed to be underwriting
discounts and commissions under the Securities Act.Regulation M.

The Company has informed the Selling Shareholder that
Regulation M promulgated under the Securities  Exchange Act of 1934
may be applicable to her with respect to any purchase or sale the
Company's common stock.  In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of the Company's
common stock from directly or indirectly bidding for, or purchasing
for any account in which it has a beneficial interest, any of the
common stock or any right to purchase this stock, for a period of
one business day before and after completion of its participation
in the distribution.

During any distribution period, Regulation M prohibits the
Selling Shareholder and any  other persons engaged in the
distribution from engaging in any stabilizing bid or purchasing the
Company's common stock except for the purpose of preventing or
retarding a decline in the open market price of the common stock.
None of these persons may effect any stabilizing transaction to
facilitate any offering at the market.  As the Selling Shareholder
will be reoffering and reselling the Company's common stock at the
market, Regulation M will prohibit her from effecting any
stabilizing transaction in contravention of Regulation M with
respect to this stock.

Opportunity to Make Inquiries.

The Company will make available to any investor, prior to any
issue of the resale of the shares, the opportunity to ask questions
and receive answers from the Company concerning any aspect of the
investment and to obtain any additional information contained in
this prospectus, to the extent that the Company possesses such
information or can acquire it without unreasonable effort or expense.

                INTERESTS OF NAMED EXPERTS AND COUNSEL

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Company.

Brian F. Faulkner, A Professional Law Corporation, counsel for
the Registrant named in this registration statement as giving an
opinion on the validity of the securities, has previously received
a total of 66,500 of restricted common stock in exchange for legal
services previously rendered, and to be rendered in the future, to
the Company under an attorney-client contract (these shares were
issued in the name of "Lanette B. Faulkner").  Mr. Faulkner will be
receiving an additional 62,180 shares under this Form S-8 under the
Company's Non-Employee Directors and Consultants Retainer Stock
Plan.  These legal services consist of advice and preparation work
in connection with reports of the Company filed under the
Securities Exchange Act of 1934, and other general corporate and
securities work for the Company.

                             MATERIAL CHANGES

There have been no material changes in the Company's affairs
which have occurred since   the end of the latest fiscal year for
which certified financial statements were included in the latest
annual report to security holders and which have not been described
in a report on a Form 10-QSB or Form 8-K filed under the Securities
Exchange Act of 1934, or the latest Form 10-SB/A filed with the
U.S. Securities and Exchange Commission on August 23, 2000.

             INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a)  The documents listed in (1) and (2) below are
specifically incorporated by reference into this Prospectus:

1.  The Company's latest annual report on Form 10-KSB filed
pursuant to Section 13(a) of the Exchange Act which contains
financial statements for the Company's latest fiscal year  for
which a Form 10-KSB was required to have been filed; and

2.  All other reports filed pursuant to Section 13(a) of the
Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above; and

3.  Since the common stock of the Company is registered under
Section 12 of the Exchange Act, the description of such class
of securities which is contained in the latest Form 10-SB the
Company filed under the Securities Exchange Act of 1934,
including any amendment or reports filed for the purpose of
updating such description.

(b)  All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), or 14 of the Exchange Act, prior to the
termination of the offering are also incorporated by reference into
this Prospectus.

(c)  Information:

1.  The Company will provide to each person, including any
beneficial owner, to whom a Prospectus is delivered, a copy of
any or all of the information that has been incorporated by
reference in the prospectus but not delivered with the prospectus;

2.  The Company will provide this information upon written or
oral request;

3.  The Company will provide this information at no cost to
the requester; and

4.  The name, address, and telephone number to which the
request for this information must be made: Arthur Birzneck,
President, Eclipse Entertainment Group, Inc., 10520 Venice
Boulevard, Culver City, California 90232; (310) 836-6790.

5.  The Company files annual, quarterly and special reports,
proxy statements and other information with the U.S. Securities and
Exchange Commission, Washington, D.C. 20549.  The Company has also
filed with the Commission this registration statement on Form S-8
under the Securities Act  of 1933 with respect to the shares of
common stock offered by this prospectus.  This prospectus does not
contain all of the information set forth in the  registration
statement and the exhibits and schedules filed with the
registration statement. Certain items are omitted in accordance
with the rules and regulations of the Commission.  For further
information with respect to the Company and the common stock
offered by this prospectus, reference is made to the registration
statement and the exhibits and schedules filed with the
registration statement. Statements contained in this prospectus as
to the contents of any contract or any other document referred to
are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being
qualified in all respects by such reference.

A copy of the Company's filings, including this
registration statement, and the exhibits and schedules filed with
it, may be inspected without charge at the public reference
facilities maintained by the Commission in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part
of the registration statement may be obtained from such office upon
the payment of the fees prescribed by the Commission.  The public
may obtain information on the operation of the public reference
room by calling the Commission at 1 (800) SEC-0330.  The Commission
maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission, including the
Company.  The address of the site is http://www.sec.gov. The
registration statement, including all its exhibits and any
amendments, has been filed electronically with the Commission.

        DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                      SECURITIES ACT LIABILITIES

Limitation of Liability.

No director of the Company will have personal liability to the
Company or any of its stockholders for monetary damages for breach
of fiduciary duty as a director involving any act or omission of
any such director since provisions have been made in the Articles
of Incorporation limiting such liability (see Exhibit 3.1 to this
Form 10-SB).  The foregoing provisions shall not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit.

Indemnification.

(a)  Articles of Incorporation.

The Articles of Incorporation of the Company provide the
following with respect to indemnification:

XII.  INDEMNIFICATION:  Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an officer or director of
the Company or is or was serving at the request of the Company as
an officer or director of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans whether the basis of such
proceeding  is alleged  action in an official capacity as an
officer or director or in any other  capacity while serving as an
officer or director shall be indemnified and held harmless by the
Company to the fullest extent authorized by the Nevada General
Corporation Law, as the same exists or may  hereafter be amended,
(but,  in the case of any such  amendment, only to the  extent
that such  amendment  permits the Company to provide broader
indemnification rights than said law permitted the  Company to
provide prior to such amendment), against all expense, liability
and loss (including  attorneys'  fees,  judgments,  fines,  excise
taxes or penalties and amounts to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and
such  indemnification  shall continue as to a person who has ceased
to be an officer or  director  and shall  inure to the benefit of
his or her heirs, executors and administrators; provided, however,
that except as provided herein with respect to proceedings seeking
to enforce rights to indemnification,  the  Company  shall
indemnify  any  such  person  seeking indemnification  in
connection with a proceeding (or part thereof) initiated by such
person only if such  proceeding  (or part thereof) was  authorized
by the Board of Directors of the Company.  The right to
indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Company the expenses
incurred in  defending  any such  proceeding  in advance of its
final disposition; provided however, that, if the Nevada General
Corporation Law requires the payment of such expenses  incurred by
an officer or director in his or her capacity as an officer or
director  (and not in any other capacity in which  service was or
is rendered by such person while an officer or director, including,
without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, payment shall be made
only upon delivery to the Company of an  undertaking,  by or on
behalf of such officer or director,  to repay all amounts so
advanced if it shall ultimately be determined that such officer or
director is not entitled to be indemnified under this Section or
otherwise.

If a claim hereunder is not paid in full by the  Company
within ninety days after a written  claim has been received by the
Company,  the claimant may, at any time  thereafter,  bring suit
against the Company to recover the unpaid amount of the claim and,
if successful, in whole or in part, the claimant shall be entitled
to be paid the expense of prosecuting  such claim. It shall be a
defense to any such action  (other  than an action  brought to
enforce a claim for  expenses  incurred  in  defending  any
proceeding  in advance of its final disposition  where the
required undertaking, if any, is required, has been tendered to the
Company)  that the  claimant has not met the standards of conduct
which make it permissible under the Nevada General Company Law for
the Company to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Company.
Neither the failure of the Company (including its Board of
Directors, independent legal counsel, or its stockholders)  to have
made a determination  prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Nevada General Corporation Law, nor an actual
determination by the Company (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

The right to indemnification and the payment of expenses
incurred in defending a proceeding  in advance of its final
disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of Stockholders or disinterested directors or otherwise.

The Company may maintain insurance, at its expense, to protect
itself and any officer, director, employee or agent of the Company
or another corporation, partnership,  joint venture, trust or other
enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against
such expense, liability or loss under the Nevada General
Corporation Law.

The Company may, to the extent authorized from time to time by
the Board of Directors,  grant rights to indemnification to any
employee or agent of the Company to the fullest extent of the
provisions of this section with respect to the indemnification and
advancement of expenses of officers and directors of the Company or
individuals serving at the request of the Company as an officer,
director, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise."

(b)  Bylaws.

The Bylaws of the company (see Exhibit 3.2 to this Form 10-SB)
provide the following with respect to indemnification:

5.1  Indemnification of Officers. Directors Employees and Agents.

Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a
proceeding because he is or was an officer, director, employee or
agent of the corporation against liability incurred in the
proceeding, all pursuant to and consistent with the provisions of
NRS 78.751, as amended from time to time.

5.2  Advance Expenses for Officers and Directors.

The  expenses of officers  and  directors  incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, but only after
receipt by the corporation of an undertaking by or on behalf of the
officer or director on terms set by the Board of  Directors, to
repay the expenses advanced if it is ultimately determined by a
court of competent jurisdiction  that he is not entitled to be
indemnified by the corporation.

5.3  Scope of Indemnification.

The indemnification permitted  herein is  intended  to be to the
fullest extent permissible under the laws of the State of Nevada,
and any amendments thereto."

(c)  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 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 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 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, and 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 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 under 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:

(i)  By the stockholders;

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

(iii)  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

(iv)  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 and advancement of expenses
authorized in NRS 78.7502 or ordered by a court pursuant to this section:

(i)  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 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.

(ii)  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.

NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

(1)  A corporation may purchase and maintain insurance or make
other financial arrangements 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 for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

(2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(i)  The creation of a trust fund.

(ii)  The establishment of a program of self-insurance.

(iii)  The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of
the corporation.

(iv)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

(3)  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

(4)  In the absence of fraud:

(i)  The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or
other financial arrangement made pursuant to this section and
the choice of the person to provide the insurance or other
financial arrangement is conclusive; and

(ii)  The insurance or other financial arrangement:

(A)  Is not void or voidable; and

(B)  Does not subject any director approving it to
personal liability for his action, even if a director
approving the insurance or other financial arrangement is
a beneficiary of the insurance or other financial arrangement.

(5)  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS.

Undertaking.

The Company undertakes the following:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

                                 PART II
               INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

All of the shares of common stock being offering pursuant to
this registration statement have been issued pursuant to a claim of
exemption from registration under the Securities Act of 1933 as
provided by Section 4(6) thereof, in that:

the transactions involved sales solely to one or more
accredited investors;

the  aggregate offering price did not exceed the amount
allowed under Section 3(b) of the 1933 Act; and

there was no advertising or public solicitation in connection
with the transaction by the Company or anyone acting on the
company's behalf.

ITEM 8.  EXHIBITS.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned Company hereby undertakes:

(a)  (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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;

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

(e) 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 are 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.

(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Act
and is, therefore, unenforceable.  In the event that 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 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 Company 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 authorize, in the City of
Culver City, State of California, on October 1, 2001.

                                       Eclipse Entertainment Group, Inc.

                                       By: /s/  Arthur Birzneck
                                       Arthur Birzneck, President

                        Special Power of Attorney

The undersigned constitute and appoint Arthur Birzneck their
true and lawful attorney-in-fact and agent with full power of
substitution, 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 Form  S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

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

Signature                    Title                               Date

/s/  Franco Columbu
Franco Columbu               Chairman of the Board/Chief     October 1, 2001
                             Executive Officer/Director

/s/  Arthur Birzneck
Arthur Birzneck              President/Chief Operating       October 1, 2001
                             Officer/Director

/s/  John G. Smith
John G. Smith                Vice President, Legal           October 1, 2001
                             Affairs/Director

/s/  Brent Nelson
Brent Nelson                 Treasurer (principal            October 1, 2001
                             financial and accounting
                             officer)/Director

/s/  Alec W. Rossa
Alec W. Rossa                Director                        October 1, 2001

                                EXHIBIT INDEX

Exhibit                         Description
No.

4        Non-Employee Directors and Consultants Retainer Stock
         Plan, dated August 1, 2001 (see below).

5        Opinion Re: Legality (see below).

23.1     Consent of Accountants (see below).

23.3     Consent of Counsel (see below).

24       Special Power of Attorney (see signature page).

                                EX-4

       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                  ECLIPSE ENTERTAINMENT GROUP, INC.
                 NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                         RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the "Eclipse Non-Employee Directors and
Consultants Retainer Stock Plan" and is hereinafter referred to as
the "Plan".  The purposes of the Plan are to enable Eclipse
Entertainment Group, Inc., a Nevada corporation ("Company"), to
promote  the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and Consultants
capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the
Company's shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par value one tenth
of one cent ($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of August 1, 2001 ("Effective
Date"), provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is One Million (1,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under Nevada law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan has been executed as of the 1st day of
August, 2001.

                                        Eclipse Entertainment Group, Inc.

                                        By:   /s/ Arthur Birzneck
                                        Arthur Birzneck, President

                                   EX-5

                           OPINION RE: LEGALITY

                              Brian F. Faulkner
                       A Professional Law Corporation
                        3900 Birch Street, Suite 113
                       Newport Beach, California 92660
                              (949) 975-0544

September 28, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Eclipse Entertainment Group, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Eclipse Entertainment Group,
Inc., a Nevada corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 86,180 shares of its common stock ("Shares"), $0.001 par value
per Share, 62,180 of which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan and
the remainder of which are owned by a selling shareholder consultant.

In my representation I have examined such documents,
corporate records, and other instruments as I have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.

(b)  In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                               EX-23.1

                         CONSENT OF ACCOUNTANTS

L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants
3441 Eastern Avenue
Las Vegas, Nevada 89102
(702) 735-5030

October 1, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Eclipse Entertainment Group, Inc. - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 28, 2001 in Eclipse
Entertainment Group, Inc.'s Form 10-KSB for the year ended December
31, 2000, and to all references to our firm included in this
Registration Statement.

Sincerely,

/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC

                                 EX-23.2
                           CONSENT OF COUNSEL

Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544

September 28, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Eclipse Entertainment Group, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Eclipse Entertainment Group,
Inc., a Nevada corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 86,180 shares of its common stock ("Shares"), $0.001 par value
per Share, 62,180 of which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan and
the remainder of which are owned by a selling shareholder
consultant.  I hereby consent to all references to my firm
included in this Registration Statement, including the opinion of
legality.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.