Registration Statement
                                 Under the
                           Securities Act of 1933


                         EWORLDMEDIA HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)

     Nevada                         7389                      042392188
(State or jurisdiction   (Primary Standard Industrial      (I.R.S. Employer
 of incorporation or      Classfication Code Number)     Identification No.)
 organization)


                    610 Newport Center Drive, Suite 210
                  Newport Beach, CA 92660; (949) 718-0999
               (Address and telephone number of Registrant's
        principal executive offices and principal place of business)

           Employee Stock Incentive Plan for the Year 2004 No. 7
                         (Full title of the Plans)

          Ronald C. Touchard, 610 Newport Center Drive, Suite 210
                          Newport Beach, CA 92660
                  (Name and address of agent for service)

                               (949) 718-0999
       (Telephone number, including area code, of agent for service)

                      Calculation of Registration Fee

<Table>
<Caption>


Title of                           Proposed     Proposed
securities            Amount       offering     maximum          Amount of
to be                 to be        price per    aggregate        registration
registered            registered   share (1)    offering price   fee
-------------------   -----------  -----------  ---------------  ------------
<S>                   <C>          <C>          <C>              <C>
Options to Purchase
Common Stock,
Common Shares
Underlying Options    199,000,000  $0.0017 (2)  $338,300         $42.86
-------------------   -----------  -----------  ---------------  ------------
Total                 199,000,000               $338,300         $42.86
-------------------   -----------  -----------  ---------------  ------------

</Table>

(1)  The Offering Price is used solely for purposes of estimating the
     registration fee pursuant to Rule 457(h) promulgated pursuant to the
     Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the option
     exercise price set forth in the Employee Stock Incentive Plan for the
     Year 2004 No. 7, set forth in Exhibit 4.1 to this Form S-8.


                                   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, (i) the
documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) 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.

                                  Part II

             Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

          (a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2003, filed on April 14, 2004, as well as
the amendment on Form 10-KSB/A filed on April 19, 2004.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

          (c)  A description of the Registrant's securities contained in
the Registration Statement on Form 10 filed by the Registrant's
predecessor, Cardinal Industries, Inc., to register the common stock under
the Exchange Act, including all amendments filed for the purpose of
updating such common stock description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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 the registration
statement and to be part thereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest 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 Registrant.

Item 6.   Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the
Securities Act.  The Nevada Revised Statutes allow a company to indemnify
our officers, directors, employees, and agents from any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of the Registrant.
A determination may be made by the stockholders; by a majority of the
directors who were not parties to the action, suit, or proceeding confirmed
by opinion of independent legal counsel; or by opinion of independent legal
counsel in the event a quorum of directors who were not a party to such
action, suit, or proceeding does not exist.

                                     2

     Provided the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of the Registrant may
be indemnified against any cost, loss, or expense arising out of any
liability under the Securities Act.  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant, we have been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

     "A.  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.

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


                                     3

          "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:

               "(a) By the stockholders;

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

               "c)  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

               "(d) 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:

               "(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
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.

               "(b) 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.

     "C.  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:

               "(a) The creation of a trust fund.

               "(b) The establishment of a program of self-insurance.


                                     4

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

               "(d) 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:

               "(a) 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

               "(b) The insurance or other financial arrangement:

                    "1.  Is not void or voidable; and

                    "2.  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 the Nevada Revised
Statutes."

     The Registrant, with approval of the Registrant's Board of Directors,
may obtain directors' and officers' liability insurance.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

Item 9.   Undertakings.

     The undersigned registrant 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.

                                     5

               (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 registrant'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)  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.

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


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, California on
December 13, 2004.



                              EWORLDMEDIA HOLDINGS, INC.



                              By /s/ Ronald C. Touchard
                              ---------------------------------------
                              Ronald C. Touchard, Chief Executive Officer




                                     6



     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/ Ronald C. Touchard
Ronald C. Touchard            Chief Executive Officer
                              and Chairman of the
                              Board of Directors       December 13, 2004

/s/ Henning D. Morales
Henning D. Morales            Director                 December 13, 2004





                                     7





                               EXHIBIT INDEX

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

    4.1             Employee Stock Incentive Plan for the Year 2004 No. 7
    5               Opinion Re: Legality
    23.1            Consent of Accountants
    23.2            Consent of Counsel





















                                     8
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{"company-data": {"conformed-name": "EWORLDMEDIA HOLDINGS INC", "cik": "0000355168", "assigned-sic": "7389", "irs-number": "042392188", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121247", "film-number": "041201985"}, "business-address": {"street1": "610 NEWPORT CENTER DRIVE", "street2": "SUITE 210", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "949-718-0999"}, "mail-address": {"street1": "610 NEWPORT CENTER DRIVE", "street2": "SUITE 210", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": [{"former-conformed-name": "TROPICAL LEISURE RESORTS INC", "date-changed": "20020514"}, {"former-conformed-name": "MAXUM DEVELOPMENT INC", "date-changed": "20000714"}, {"former-conformed-name": "CARDINAL INDUSTRIES INC", "date-changed": "19920703"}]}
Registration Statement
                                 Under the
                           Securities Act of 1933

                         EWORLDMEDIA HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)

     Nevada                         7389                      042392188
(State or jurisdiction   (Primary Standard Industrial      (I.R.S. Employer
 of incorporation or      Classfication Code Number)     Identification No.)
 organization)

                    610 Newport Center Drive, Suite 210
                  Newport Beach, CA 92660; (949) 718-0999
               (Address and telephone number of Registrant's
        principal executive offices and principal place of business)

           Employee Stock Incentive Plan for the Year 2004 No. 7
                         (Full title of the Plans)

          Ronald C. Touchard, 610 Newport Center Drive, Suite 210
                          Newport Beach, CA 92660
                  (Name and address of agent for service)

                               (949) 718-0999
       (Telephone number, including area code, of agent for service)

                      Calculation of Registration Fee
Title of                           Proposed     Proposed
securities            Amount       offering     maximum          Amount of
to be                 to be        price per    aggregate        registration
registered            registered   share (1)    offering price   fee
-------------------   -----------  -----------  ---------------  ------------
Options to Purchase
Common Stock,
Common Shares
Underlying Options    199,000,000  $0.0017 (2)  $338,300         $42.86
-------------------   -----------  -----------  ---------------  ------------
Total                 199,000,000               $338,300         $42.86
-------------------   -----------  -----------  ---------------  ------------
(1)  The Offering Price is used solely for purposes of estimating the
     registration fee pursuant to Rule 457(h) promulgated pursuant to the
     Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the option
     exercise price set forth in the Employee Stock Incentive Plan for the
     Year 2004 No. 7, set forth in Exhibit 4.1 to this Form S-8.

                                   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, (i) the
documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) 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.

                                  Part II

             Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

          (a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2003, filed on April 14, 2004, as well as
the amendment on Form 10-KSB/A filed on April 19, 2004.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

          (c)  A description of the Registrant's securities contained in
the Registration Statement on Form 10 filed by the Registrant's
predecessor, Cardinal Industries, Inc., to register the common stock under
the Exchange Act, including all amendments filed for the purpose of
updating such common stock description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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 the registration
statement and to be part thereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest 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 Registrant.

Item 6.   Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the
Securities Act.  The Nevada Revised Statutes allow a company to indemnify
our officers, directors, employees, and agents from any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of the Registrant.
A determination may be made by the stockholders; by a majority of the
directors who were not parties to the action, suit, or proceeding confirmed
by opinion of independent legal counsel; or by opinion of independent legal
counsel in the event a quorum of directors who were not a party to such
action, suit, or proceeding does not exist.

                                     2

     Provided the terms and conditions of these provisions under Nevada law
are met, officers, directors, employees, and agents of the Registrant may
be indemnified against any cost, loss, or expense arising out of any
liability under the Securities Act.  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant, we have been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

     "A.  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.

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

                                     3

          "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:

               "(a) By the stockholders;

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

               "c)  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

               "(d) 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:

               "(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
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.

               "(b) 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.

     "C.  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:

               "(a) The creation of a trust fund.

               "(b) The establishment of a program of self-insurance.

                                     4

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

               "(d) 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:

               "(a) 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

               "(b) The insurance or other financial arrangement:

                    "1.  Is not void or voidable; and

                    "2.  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 the Nevada Revised
Statutes."

     The Registrant, with approval of the Registrant's Board of Directors,
may obtain directors' and officers' liability insurance.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

Item 9.   Undertakings.

     The undersigned registrant 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.

                                     5

               (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 registrant'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)  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.

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

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, California on
December 13, 2004.

                              EWORLDMEDIA HOLDINGS, INC.

                              By /s/ Ronald C. Touchard
                              ---------------------------------------
                              Ronald C. Touchard, Chief Executive Officer

                                     6

     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/ Ronald C. Touchard
Ronald C. Touchard            Chief Executive Officer
                              and Chairman of the
                              Board of Directors       December 13, 2004

/s/ Henning D. Morales
Henning D. Morales            Director                 December 13, 2004

                                     7

                               EXHIBIT INDEX

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

    4.1             Employee Stock Incentive Plan for the Year 2004 No. 7
    5               Opinion Re: Legality
    23.1            Consent of Accountants
    23.2            Consent of Counsel

                                     8