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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                       LIVESTAR ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                Nevada                                   6770                                98-0204736
<S>                                          <C>                                         <C>
       (State or jurisdiction of             (Primary Standard Industrial                 (I.R.S. Employer
    incorporation or organization)            Classification Code Number)                Identification No.)
</TABLE>

                    62 West 8th Avenue, 4th Floor, Vancouver,
                British Columbia, Canada V5Y 1M7; (604) 682-6541
 (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2003
                            (Full title of the Plans)

                 Raymond Hawkins, 62 West 8th Avenue, 4th Floor,
                   Vancouver, British Columbia, Canada V5Y 1M7
                     (Name and address of agent for service)

                                 (604) 682-6541
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
                                                                               Proposed maximum
   Title of securities to be        Amount to be        Proposed offering     aggregate offering        Amount of
          registered                 registered        price per share (1)           price          registration fee
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
<S>                                       <C>               <C>                    <C>                   <C>
         Common Stock                     30,000,000        $0.01 (2)              $ 300,000             $27.60
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
             Total                        30,000,000                               $ 300,000             $27.60
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
</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
     2003, set forth in Exhibit 4.1 to this Form S-8.



<PAGE>



                                     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, 2002, filed on April 16, 2003.

                  (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-KSB filed by the  Registrant 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



                                       2
<PAGE>

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.

         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
<PAGE>

                  "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
<PAGE>

                           "(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,
has obtained 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
<PAGE>

                           (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 Vancouver, British Columbia, on September 5, 2003.


                              LIVESTAR ENTERTAINMENT GROUP, INC.



                              By  /s/ Raymond Hawkins
                                -----------------------------------------------
                                  Raymond Hawkins, Chief Executive Officer




                                       6
<PAGE>



         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.

<TABLE>
<CAPTION>
               Signature                                 Title                                  Date

<S>                                      <C>                                              <C>
            /s/ Raymond Hawkins          Chief Executive Officer and Director             September 5, 2003
            --------------------
            Raymond Hawkins

            /s/Edwin Kwong                Chief Operating Officer, Chief                  September 5, 2003
            --------------------          Financial Officer and Director
            Edwin Kwong
</TABLE>






                                       7






                                  EXHIBIT INDEX

         EXHIBIT NO.                        DESCRIPTION
         -----------                        -----------

         4.1               Employee Stock Incentive Plan for the Year 2003
         5                 Opinion Re: Legality
         23.1              Consent of Accountants
         23.2              Consent of Counsel



                                       8
[{"type": "S-8", "sequence": "1", "filename": "livestar_s8.txt", "secsgml_size_bytes": 23937}]
{"company-data": {"conformed-name": "LIVESTAR ENTERTAINMENT GROUP INC", "cik": "0001088199", "assigned-sic": "6770", "irs-number": "980204736", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108622", "film-number": "03886634"}, "business-address": {"street1": "4TH FLOOR 62 W 8TH AVENU", "street2": "VANCOUVER", "city": "BRITISH COLUMBIA CN", "state": "A1", "phone": "6046826541"}, "mail-address": {"street1": "4TH FLOOR 62 W 8TH AVENUE", "street2": "VANCOUVER", "city": "BRITISH COLUMBIA", "state": "A1", "zip": "V5Y 1M7"}, "former-company": [{"former-conformed-name": "RRUN VENTURES NETWORK INC", "date-changed": "20010828"}, {"former-conformed-name": "UNITED MANAGEMENT INC", "date-changed": "19990608"}]}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                       LIVESTAR ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)
Nevada                                   6770                                98-0204736
(State or jurisdiction of             (Primary Standard Industrial                 (I.R.S. Employer
    incorporation or organization)            Classification Code Number)                Identification No.)
62 West 8th Avenue, 4th Floor, Vancouver,
                British Columbia, Canada V5Y 1M7; (604) 682-6541
 (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2003
                            (Full title of the Plans)

                 Raymond Hawkins, 62 West 8th Avenue, 4th Floor,
                   Vancouver, British Columbia, Canada V5Y 1M7
                     (Name and address of agent for service)

                                 (604) 682-6541
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
                                                                               Proposed maximum
   Title of securities to be        Amount to be        Proposed offering     aggregate offering        Amount of
          registered                 registered        price per share (1)           price          registration fee
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
Common Stock                     30,000,000        $0.01 (2)              $ 300,000             $27.60
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
             Total                        30,000,000                               $ 300,000             $27.60
-------------------------------- -------------------- ---------------------- ---------------------- ------------------
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
     2003, 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, 2002, filed on April 16, 2003.

                  (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-KSB filed by the  Registrant 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

                                       2
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.

         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,
has obtained 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 Vancouver, British Columbia, on September 5, 2003.

                              LIVESTAR ENTERTAINMENT GROUP, INC.

                              By  /s/ Raymond Hawkins
                                -----------------------------------------------
                                  Raymond Hawkins, 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/ Raymond Hawkins          Chief Executive Officer and Director             September 5, 2003
            --------------------
            Raymond Hawkins

            /s/Edwin Kwong                Chief Operating Officer, Chief                  September 5, 2003
            --------------------          Financial Officer and Director
            Edwin Kwong
7

                                  EXHIBIT INDEX

         EXHIBIT NO.                        DESCRIPTION
         -----------                        -----------

         4.1               Employee Stock Incentive Plan for the Year 2003
         5                 Opinion Re: Legality
         23.1              Consent of Accountants
         23.2              Consent of Counsel

                                       8