<PAGE>


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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          Brands Shopping Network, Inc.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 Nevada                            91-2037688
 -------------------------------------     ------------------------------
      (STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
       INCORPORATION OR ORGANIZATION)          INDENTIFICATION NO.)


                                 13431 Beach Ave
                            Marina del Rey, CA 90292
  ------------------------------------------------------------------------
                    (Address of principal executive offices)


       Brands Shopping Network, Inc. 2003 Stock Option/Stock Issuance Plan
  -----------------------------------------------------------------------------
                            (Full Title of the Plan)


                            GoPublicCentral.com, Inc.
                          500 North Rainbow, Suite 300
                             Las Vegas, Nevada 89107
  -----------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

<PAGE>

<TABLE>
<CAPTION>

=============================================================================
                         CALCULATION OF REGISTRATION FEE

                                             Proposed      Proposed
                                             maximum        Maximum
         Title of                            offering      Aggregate     Amount of
       Securities         Amount to be        price        offering     registration
     to be registered     Registered (1)     per unit (2)    price          fee
-------------------------------------------------------------------------------------
<S>                         <C>                 <C>           <C>            <C>
Common stock, par         1,400,000 shares     $1.00        $1,400,000     $128.80
value, $0.001 per
share
-------------------------------------------------------------------------------------
</TABLE>

(1)  This  Registration Statement covers, in addition to the number of shares of
Common  Stock  stated  above pursuant to Rule 416(c) under the Securities Act of
1933,  as  amended, an additional indeterminate number of Shares which by reason
of  certain  events specified in the Plan may be offered or sold pursuant to the
Plan.

(2)  This  estimate  is made solely for the purpose of determining the amount of
the  registration  fee pursuant to Rule 457(c) under the Securities Act of 1933,
as  amended  and  is  based  upon  the average of the high and low prices of the
Registrant's Common Stock as reported by the NASD OTC Bulletin Board on February
18,  2003.

This  Registration  Statement  shall  become effective upon filing in accordance
with  Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R. 462.

                                     PART I

Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

Information  required  by  Part  1,  Item 1 to be contained in the Section 10(a)
prospectus  is  omitted  from this Registration Statement in accordance with the
introductory  Note  to  Part  I  of  Form  S-8.

Item 2.  Registrant Information And Employee Plan Annual Information.

Information  required  by  Part  I,  Item 2 to be contained in the Section 10(a)
prospectus  is  omitted  from this Registration Statement in accordance with the
introductory  Note  to  Part  I  of  Form  S-8.


                                                                          Page 1
<PAGE>
                                     PART II

Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and Exchange Commission (the
"Commission")  by  Brands  Shopping  Networks,  Inc.,  a Nevada corporation (the
Company"),  are  incorporated  herein  by  reference:

     (a)  Annual  Report  on  Form  10-KSB for the year ended December 31, 2001,
          filed  with  the  Commission  on  April  9,  2002,  as  amended by the
          Company's  Form 10-KSB/A filed with the Commission on October 4, 2002;
          and

     (b)  Quarterly  Report  on Form 10-QSB for the period ended March 31, 2002,
          filed with the Commission on May 20, 2002, as amended by the Company's
          Form  10-QSB/A  filed  with  the  Commission  on  October 4, 2002; and

     (c)  Quarterly  Report  on  Form 10-QSB for the period ended June 30, 2002,
          filed  with  the  Commission  on  August  14,  2002;  and

     (d)  Quarterly  Report  on  Form  10-QSB for the period ended September 30,
          2002,  filed  with  the  Commission  on  November  18,  2002.

In  addition,  all  documents  filed  by the Company pursuant to Sections 13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to the date hereof and prior
to  the filing of a post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall  be  deemed  to be incorporated by reference in this registration
statement  and  to  be  a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

All  shares  of  Common  Stock  bear equal voting rights and are non assessable.
Voting  rights are not cumulative, and so holders of more than 50% of the shares
could, if they chose, elect all the Directors.  Upon liquidation, dissolution or
winding  up  of the Company, the assets of the Company, if any, after payment of
liabilities  and any liquidation preferences on any outstanding preferred stock,
will be distributed pro rata to the holders of the Common Stock.  The holders of
the  Common  Stock do not have preemptive rights to subscribe for any securities
of  the  Company  and have no right to require the Company to redeem or purchase
their  shares.  Holders  of  Common  Stock  are  entitled  to  share  equally in
dividends  when,  as  and  if  declared  by the Board of Directors, out of funds
legally  available  therefore.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not  applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles of Incorporation of the Company provide for the Indemnification of
employees  and  officers  in  certain  cases.  Insofar  as  indemnification  for
liabilities  arising  under  the  Securities  Act  of  1933  may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions,  the Company has been informed that in the opinion of the securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as

                                                                          Page 2
<PAGE>

expressed in the Act and is therefore not enforceable.  At the present time, the
Company  does  not  have  any  officer-director  liability  insurance  although
permitted  by  Section  78.752  of  the  GCL,  nor  does  the  Company  have
indemnification  agreements  with  any  of its directors, officers, employees or
agents.

In  addition,  Section 78.751 of the Nevada General Corporation Laws provides as
follows:  78.751  Indemnification  of officers, directors, employees and agents;
advance  of  expenses.

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 attorney's fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection with the action, suitor 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, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with  the  defense.


                                                                          Page 3
<PAGE>

4.  Any  indemnification under subsections 1 and 2, unless ordered by a court or
advanced  pursuant  to  subsection  5,  must  be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent  is  proper  in  the circumstances. The
determination  must  be  made:  (a)  By  the  stockholders:  (b) By the board of
directors  by  majority  vote  of  a  quorum consisting o directors who were not
parties  to  act,  suit  or  proceeding;  (c)  If  a  majority  vote of a quorum
consisting  of  directors who were not parties to the act, suit or proceeding so
orders,  by  independent  legal counsel in a written opinion; or (d) If a quorum
consisting  of  directors  who  were  not parties to the act, suit or proceeding
cannot  to  obtained,  by  independent  legal  counsel  in a written opinion; or

5.  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,  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
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement of expenses to which corporate personnel other than the directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

6.  The  indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) 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 subsection 2
or  for  the  advancement  of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf  of  any  director  or  officer if a final adjudication
establishes  that his act or omissions involved intentional misconduct, fraud or
a  knowing  violation  of  the  law and was material to the cause of action. (b)
Continues  for  a  person  who has ceased to be a director, officer, employee or
agent  and  endures to the benefit of the heirs, executors and administrators of
such  a  person.  Insofar  as  indemnification for liabilities arising under the
Securities  Act  may be permitted to directors, officers and controlling persons
of  the  Registrant  pursuant  to  the  foregoing  provisions, or otherwise, the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.


                                                                          Page 4
<PAGE>

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.


Exhibit
Number                Name and/or Identification of Exhibit

4.1      Brands  Shopping  Network,  Inc.  2003  Stock  Option  Plan

5.1      Opinion  of  Falk,  Shaff  &  Ziebell,  LLP.

23.1     Consent  of  Falk,  Shaff  &  Ziebell,  LLP.  (included in Exhibit 5.1)

23.2     Consent  of  G.  Brad  Beckstead,  CPA

ITEM  9.  UNDERTAKINGS.

(a)  The  undersigned  Company  hereby  undertakes:

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

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

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

(b)  The undersigned Company hereby undertakes 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.

(c)  Insofar  as indemnification for liabilities arising under 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,


                                                                          Page 5
<PAGE>

therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
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.


                                                                          Page 6
<PAGE>
                                   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
authorized,  in  the  State  of  Arizona,  on  this  25th  day of February 2003.


                                   Brands  Shopping  Network,  Inc.



                                   By:  /s/  W.  Thomas  Oliver
                                   ----------------------------
                                   W.  Thomas  Oliver
                                   Chief  Executive  Officer
                                   February  25,  2003



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
dates indicated:



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

/s/ W. Thomas Oliver         Chief Executive Officer,    February 25, 2003
------------------------     Chairman of the Board,
W. Thomas Oliver             Director

/s/ Mark Noffke              Chief Financial Officer     February 25, 2003
------------------------
Mark Noffke

/s/ Randolph Read            Director                    February 25, 2003
------------------------
Randolph Read

/s/ Wendy Borow-Johnson     Director                     February 25, 2003
------------------------
Wendy Borow-Johnson

/s/ Ian Valentine           Director                     February 25, 2003
------------------------
Ian Valentine


                                                                          Page 7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 20725}]
{"company-data": {"conformed-name": "BRANDS SHOPPING NETWORK INC", "cik": "0001137031", "assigned-sic": "7389", "irs-number": "912037688", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103436", "film-number": "03579614"}, "business-address": {"street1": "5815 N. BLACK CANYON HIGHWAY", "street2": "SUITE 100", "city": "PHOENIX", "state": "AZ", "zip": "85015", "phone": "6025898150"}, "mail-address": {"street1": "5815 N. BLACK CANYON HIGHWAY", "street2": "SUITE 100", "city": "PHOENIX", "state": "AZ", "zip": "85015"}, "former-company": [{"former-conformed-name": "USA DEALERS AUCTION COM INC", "date-changed": "20010321"}, {"former-conformed-name": "BRANDS SHOPPING NETWORK  INC", "date-changed": "20020201"}]}
U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Brands Shopping Network, Inc.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 Nevada                            91-2037688
 -------------------------------------     ------------------------------
      (STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
       INCORPORATION OR ORGANIZATION)          INDENTIFICATION NO.)

                                 13431 Beach Ave
                            Marina del Rey, CA 90292
  ------------------------------------------------------------------------
                    (Address of principal executive offices)

       Brands Shopping Network, Inc. 2003 Stock Option/Stock Issuance Plan
  -----------------------------------------------------------------------------
                            (Full Title of the Plan)

                            GoPublicCentral.com, Inc.
                          500 North Rainbow, Suite 300
                             Las Vegas, Nevada 89107
  -----------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)
=============================================================================
                         CALCULATION OF REGISTRATION FEE

                                             Proposed      Proposed
                                             maximum        Maximum
         Title of                            offering      Aggregate     Amount of
       Securities         Amount to be        price        offering     registration
     to be registered     Registered (1)     per unit (2)    price          fee
-------------------------------------------------------------------------------------
Common stock, par         1,400,000 shares     $1.00        $1,400,000     $128.80
value, $0.001 per
share
-------------------------------------------------------------------------------------
(1)  This  Registration Statement covers, in addition to the number of shares of
Common  Stock  stated  above pursuant to Rule 416(c) under the Securities Act of
1933,  as  amended, an additional indeterminate number of Shares which by reason
of  certain  events specified in the Plan may be offered or sold pursuant to the
Plan.

(2)  This  estimate  is made solely for the purpose of determining the amount of
the  registration  fee pursuant to Rule 457(c) under the Securities Act of 1933,
as  amended  and  is  based  upon  the average of the high and low prices of the
Registrant's Common Stock as reported by the NASD OTC Bulletin Board on February
18,  2003.

This  Registration  Statement  shall  become effective upon filing in accordance
with  Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R. 462.

                                     PART I

Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

Information  required  by  Part  1,  Item 1 to be contained in the Section 10(a)
prospectus  is  omitted  from this Registration Statement in accordance with the
introductory  Note  to  Part  I  of  Form  S-8.

Item 2.  Registrant Information And Employee Plan Annual Information.

Information  required  by  Part  I,  Item 2 to be contained in the Section 10(a)
prospectus  is  omitted  from this Registration Statement in accordance with the
introductory  Note  to  Part  I  of  Form  S-8.

                                                                          Page 1
PART II

Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and Exchange Commission (the
"Commission")  by  Brands  Shopping  Networks,  Inc.,  a Nevada corporation (the
Company"),  are  incorporated  herein  by  reference:

     (a)  Annual  Report  on  Form  10-KSB for the year ended December 31, 2001,
          filed  with  the  Commission  on  April  9,  2002,  as  amended by the
          Company's  Form 10-KSB/A filed with the Commission on October 4, 2002;
          and

     (b)  Quarterly  Report  on Form 10-QSB for the period ended March 31, 2002,
          filed with the Commission on May 20, 2002, as amended by the Company's
          Form  10-QSB/A  filed  with  the  Commission  on  October 4, 2002; and

     (c)  Quarterly  Report  on  Form 10-QSB for the period ended June 30, 2002,
          filed  with  the  Commission  on  August  14,  2002;  and

     (d)  Quarterly  Report  on  Form  10-QSB for the period ended September 30,
          2002,  filed  with  the  Commission  on  November  18,  2002.

In  addition,  all  documents  filed  by the Company pursuant to Sections 13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to the date hereof and prior
to  the filing of a post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall  be  deemed  to be incorporated by reference in this registration
statement  and  to  be  a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

All  shares  of  Common  Stock  bear equal voting rights and are non assessable.
Voting  rights are not cumulative, and so holders of more than 50% of the shares
could, if they chose, elect all the Directors.  Upon liquidation, dissolution or
winding  up  of the Company, the assets of the Company, if any, after payment of
liabilities  and any liquidation preferences on any outstanding preferred stock,
will be distributed pro rata to the holders of the Common Stock.  The holders of
the  Common  Stock do not have preemptive rights to subscribe for any securities
of  the  Company  and have no right to require the Company to redeem or purchase
their  shares.  Holders  of  Common  Stock  are  entitled  to  share  equally in
dividends  when,  as  and  if  declared  by the Board of Directors, out of funds
legally  available  therefore.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not  applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles of Incorporation of the Company provide for the Indemnification of
employees  and  officers  in  certain  cases.  Insofar  as  indemnification  for
liabilities  arising  under  the  Securities  Act  of  1933  may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions,  the Company has been informed that in the opinion of the securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as

                                                                          Page 2
expressed in the Act and is therefore not enforceable.  At the present time, the
Company  does  not  have  any  officer-director  liability  insurance  although
permitted  by  Section  78.752  of  the  GCL,  nor  does  the  Company  have
indemnification  agreements  with  any  of its directors, officers, employees or
agents.

In  addition,  Section 78.751 of the Nevada General Corporation Laws provides as
follows:  78.751  Indemnification  of officers, directors, employees and agents;
advance  of  expenses.

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 attorney's fees, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection with the action, suitor 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, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with  the  defense.

                                                                          Page 3
4.  Any  indemnification under subsections 1 and 2, unless ordered by a court or
advanced  pursuant  to  subsection  5,  must  be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent  is  proper  in  the circumstances. The
determination  must  be  made:  (a)  By  the  stockholders:  (b) By the board of
directors  by  majority  vote  of  a  quorum consisting o directors who were not
parties  to  act,  suit  or  proceeding;  (c)  If  a  majority  vote of a quorum
consisting  of  directors who were not parties to the act, suit or proceeding so
orders,  by  independent  legal counsel in a written opinion; or (d) If a quorum
consisting  of  directors  who  were  not parties to the act, suit or proceeding
cannot  to  obtained,  by  independent  legal  counsel  in a written opinion; or

5.  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,  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
corporation.  The  provisions  of  this  subsection  do not affect any rights to
advancement of expenses to which corporate personnel other than the directors or
officers  may  be  entitled  under  any  contract  or  otherwise  by  law.

6.  The  indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) 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 subsection 2
or  for  the  advancement  of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf  of  any  director  or  officer if a final adjudication
establishes  that his act or omissions involved intentional misconduct, fraud or
a  knowing  violation  of  the  law and was material to the cause of action. (b)
Continues  for  a  person  who has ceased to be a director, officer, employee or
agent  and  endures to the benefit of the heirs, executors and administrators of
such  a  person.  Insofar  as  indemnification for liabilities arising under the
Securities  Act  may be permitted to directors, officers and controlling persons
of  the  Registrant  pursuant  to  the  foregoing  provisions, or otherwise, the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                                                          Page 4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

Exhibit
Number                Name and/or Identification of Exhibit

4.1      Brands  Shopping  Network,  Inc.  2003  Stock  Option  Plan

5.1      Opinion  of  Falk,  Shaff  &  Ziebell,  LLP.

23.1     Consent  of  Falk,  Shaff  &  Ziebell,  LLP.  (included in Exhibit 5.1)

23.2     Consent  of  G.  Brad  Beckstead,  CPA

ITEM  9.  UNDERTAKINGS.

(a)  The  undersigned  Company  hereby  undertakes:

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

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

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

(b)  The undersigned Company hereby undertakes 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.

(c)  Insofar  as indemnification for liabilities arising under 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,

                                                                          Page 5
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
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.

                                                                          Page 6
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
authorized,  in  the  State  of  Arizona,  on  this  25th  day of February 2003.

                                   Brands  Shopping  Network,  Inc.

                                   By:  /s/  W.  Thomas  Oliver
                                   ----------------------------
                                   W.  Thomas  Oliver
                                   Chief  Executive  Officer
                                   February  25,  2003

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
dates indicated:

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

/s/ W. Thomas Oliver         Chief Executive Officer,    February 25, 2003
------------------------     Chairman of the Board,
W. Thomas Oliver             Director

/s/ Mark Noffke              Chief Financial Officer     February 25, 2003
------------------------
Mark Noffke

/s/ Randolph Read            Director                    February 25, 2003
------------------------
Randolph Read

/s/ Wendy Borow-Johnson     Director                     February 25, 2003
------------------------
Wendy Borow-Johnson

/s/ Ian Valentine           Director                     February 25, 2003
------------------------
Ian Valentine

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