As filed with the Securities and Exchange Commission on October 7, 2004

                                                     Registration No. 333-______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
             Registration Statement under the Securities Act of 1933
                                 ---------------

                         DIGITAL LIFESTYLES GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                         13-3779546
 (State or other jurisdiction                             (I.R.S. employer
of incorporation or organization)                       identification number)

                          1001 S. Capital of Texas Hwy.
                              Building I, Suite 200
                               Austin, Texas 78746
          (Address, including zip code, of principal executive offices)
                        -------------------------------

                            2004 Stock Incentive Plan
                   Stock Option Agreement with Kent A. Savage
                            (Full title of the plan)
                        -------------------------------

                             J. William Wilson, Esq.
                  Vice President, General Counsel and Secretary
                          1001 S. Capital of Texas Hwy.
                              Building I, Suite 200
                                Austin, TX 78746
                                 (512) 617-8282

 (Name, address and telephone number, including area code, of agent for service)

                        -------------------------------


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                         <C>                   <C>             <C>                <C>
========================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate
               Securities                         to be           Offering Price      Offering          Amount of
            to be Registered                Registered (1) (2)     Per Share (3)      Price (3)      Registration Fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.03 per share
issuable under the 2004 Stock Incentive
Plan                                         3,500,000 shares         $0.60        $2,083,144.15         $263.93
------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.03 per share,
issuable under the Stock Option
Agreement between the Company and
Kent A. Savage                               3,309,587 shares         $1.01        $3,342,682.87         $423.52
------------------------------------------------------------------------------------------------------------------------

                                             6,809,587 shares         $0.80        $5,425,827.02         $687.45
TOTAL
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)       This   registration   statement   on  Form  S-8  (this   "Registration
          Statement")  covers shares of common stock,  par value $0.03 per share
          (the "Common Stock") of Digital Lifestyles Group, Inc. (the "Company")
          that are  issuable:  (i)  upon  stock  awards  to be  granted  or upon
          exercise of options under the Company's 2004 Stock Incentive Plan (the
          "Plan"),  and (ii) upon a stock  option  granted to Kent A.  Savage to
          purchase  shares of the Company's  Common Stock  pursuant to the Stock
          Option  Agreement  dated January 15, 2004 between the Company and Kent
          A. Savage.

(2)       Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
          "Securities  Act"),  this  Registration   Statement  will  cover  such
          additional  securities as may be offered or issued to prevent dilution
          resulting from stock splits, stock dividends or similar transactions.

(3)       Pursuant to Rule 457(c) and (h)(1) of the Securities Act, the Proposed
          Maximum  Offering Price Per Share and the Proposed  Maximum  Aggregate
          Offering Price are estimated solely for the purpose of calculating the
          registration  fee and are  based on (i) for  options  that  have  been
          granted  and are  outstanding  as of the  date  hereof,  the  weighted
          average  exercise  price  of such  outstanding  options,  and (ii) for
          options that have not been granted as of the date hereof,  the average
          of the bid and asked  prices of the  Company's  Common Stock of $0.475
          per share as quoted on the Over-the-Counter Bulletin Board for October
          1, 2004. The outstanding  options have exercise prices that range from
          $.49 per share to $1.02 per share.


<PAGE>


                                     Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The  information  required  by Part I of Form  S-8 will be sent or given to
employees as specified by Rule 428 under the Securities Act. Such documents need
not be filed with the Securities  and Exchange  Commission  (the  "Commission"),
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the Securities  Act. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken  together,  constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

     The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:

     o    the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 2003;

     o    Amendment  No. 1 to the  Company's  Annual Report on Form 10-K for the
          fiscal year ended December 31, 2003;

     o    the Company's Quarterly Reports on Form 10-Q for the quarterly periods
          ended March 31, 2004 and June 30, 2004;

     o    the  Company's  Current  Reports on Form 8-K dated  January 20,  2004,
          March 1,  2004,  April  16,  2004,  April  30,  2004,  June 28,  2004,
          September 8, 2004, September 15, 2004 and October 5, 2004; and

     o    the  description  of Common Stock that is  contained in the  Company's
          Current  Report on Form 8-K filed  with the  Commission  on October 6,
          2004,  including any amendment or report filed with the Commission for
          the purpose of updating such description of Common Stock.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Securities and Exchange Act of 1934, as amended (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  herein  and to be a part  of this  Registration  Statement  from  the
respective dates of the filing of such documents with the Commission.

Item 4.      Description of Securities.

     Not applicable.

                                       1

<PAGE>


Item 5.      Interests of Named Experts and Counsel.

     Not applicable.

Item 6.      Indemnification of Directors and Officers.

     The  Company's  certificate  of  incorporation,   as  amended,  limits  the
liability  of  directors to the fullest  extent  permitted by Delaware  law. The
effect of these provisions is to eliminate the Company's rights,  and the rights
of its  stockholders,  through  stockholders'  derivative suits on behalf of the
Company,  to recover monetary damages against a director for breach of fiduciary
duty  as  a  director,  including  breaches  resulting  from  grossly  negligent
behavior.  However,  the Company's  directors  will be personally  liable to the
Company and its  stockholders  for monetary  damages if they acted in bad faith,
knowingly or intentionally  violated the law,  authorized  illegal  dividends or
redemptions or derived an improper  benefit from their actions as directors.  In
addition,  the Company's certificate of incorporation  provides that the Company
will  indemnify its directors  and officers to the fullest  extent  permitted by
Delaware law. The Company also maintains directors' and officers' insurance.

Item 7.      Exemption from Registration Claimed.

     Not Applicable.

Item 8.      Exhibits.

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

4.1                 The  Company's   Restated   Certificate   of   Incorporation
                    (incorporated  by reference to Exhibit 3.1 to the  Company's
                    Current  Report on Form 8-K,  filed with the  Commission  on
                    October 6, 2004)

4.2                 The Company's  Amended and Restated Bylaws  (incorporated by
                    reference to Exhibit 3.4 to the  Company's  Annual Report on
                    Form 10-K for the year  ended  December  31,  2003  filed on
                    March 30, 2004)

5*                  Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1*               Consent of Akin Gump Strauss  Hauer & Feld LLP  (included in
                    Exhibit 5 hereto)

23.2*               Consent of Singer Lewak Greenbaum & Goldstein LLP

23.3*               Consent of Corbin & Company LLP

24*                 Power of Attorney (included in the signature page hereto)

99.1                The Company's  2004 Stock  Incentive Plan  (incorporated  by
                    reference to Exhibit 10.4 to the Company's Form 10-K for the
                    year ended December 31, 2003 filed on March 30, 2004)

99.2                Stock Option  Agreement  dated  January 15, 2004 between the
                    Company and Kent A. Savage  (incorporated  by  reference  to
                    Exhibit 10.6 to the  Company's  Form 10-K for the year ended
                    December    31,    2003    filed   on   March   30,    2004)

---------------------
* Filed herewith.

                                       2

<PAGE>


Item 9.      Undertakings.

(a) The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is contained  in periodic  reports  filed by the  undersigned
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
     Act,  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; and

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant  pursuant  to the  provisions  described  above,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer of 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 hereunder,  the registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       3

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Austin,  State of Texas,  on the 7th day of October,
2004.

                                       DIGITAL LIFESTYLES GROUP, INC.


                                       By: /s/ Kent A. Savage
                                           -------------------------------------
                                           Kent A. Savage
                                           Chairman of the Board and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Kent A. Savage, Theodore B. Muftic and J.
William  Wilson as his true and lawful  attorneys-in-fact  and agents  with full
power of substitution,  for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration  Statement,  and to sign any registration statement for the
same offering  covered by this  Registration  Statement  that is to be effective
upon filing  pursuant to Rule 462(b)  promulgated  under the Securities Act, and
all post-effective  amendments thereto,  and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Commission, granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them, or his substitute or  substitutes,
may lawfully do or cause to be done or by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

         Name                             Title                Date
         ----                             -----                ----

/s/ Kent A. Savage               Chairman of the Board         October 7, 2004
--------------------------       and Chief Executive
Kent A. Savage                   Officer
                                 (Principal Executive
                                 Officer)

/s/ Theodore B. Muftic           Vice President and            October 7, 2004
--------------------------       Chief Financial Officer
Theodore B. Muftic               (Principal Financial
                                 and Accounting Officer)


/s/ Troy Carter                  Director                      October 7, 2004
--------------------------
Troy Carter

/s/ Marc B. Crossman             Director                      October 7, 2004
--------------------------
Marc B. Crossman


                                       4

<PAGE>



/s/ Samuel J. Furrow, Jr.       Director                       October 7, 2004
--------------------------
Samuel J. Furrow, Jr.

/s/ Suhail R. Rizvi             Director                       October 7, 2004
--------------------------
Suhail R. Rizvi











                                       5

<PAGE>


                                  EXHIBIT INDEX

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

4.1                 The  Company's   Restated   Certificate   of   Incorporation
                    (incorporated  by reference to Exhibit 3.1 to the  Company's
                    Current  Report on Form 8-K,  filed with the  Commission  on
                    October 6, 2004)

4.2                 The Company's  Amended and Restated Bylaws  (incorporated by
                    reference to Exhibit 3.4 to the  Company's  Annual Report on
                    Form 10-K for the year  ended  December  31,  2003  filed on
                    March 30, 2004)

5*                  Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1*               Consent of Akin Gump Strauss  Hauer & Feld LLP  (included in
                    Exhibit 5 hereto)

23.2*               Consent of Singer Lewak Greenbaum & Goldstein LLP

23.3*               Consent of Corbin & Company LLP

24*                 Power of Attorney (included in the signature page hereto)

99.1                The Company's  2004 Stock  Incentive Plan  (incorporated  by
                    reference to Exhibit 10.4 to the Company's Form 10-K for the
                    year ended December 31, 2003 filed on March 30, 2004)

99.2                Stock Option  Agreement  dated  January 15, 2004 between the
                    Company and Kent A. Savage  (incorporated  by  reference  to
                    Exhibit 10.6 to the  Company's  Form 10-K for the year ended
                    December 31, 2003 filed on March 30, 2004)

---------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "digital_s8-100704.txt", "description": "OCTOBER 7, 2004", "secsgml_size_bytes": 20210}]
{"company-data": {"conformed-name": "DIGITAL LIFESTYLES GROUP INC", "cik": "0000942650", "assigned-sic": "3571", "irs-number": "133779546", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119604", "film-number": "041070564"}, "business-address": {"street1": "1001 S. CAPITAL OF TEXAS HWY.", "street2": "BUILDING I, SUITE 200", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5126178282"}, "mail-address": {"street1": "1001 S. CAPITAL OF TEXAS HWY.", "street2": "BUILDING I, SUITE 200", "city": "AUSTIN", "state": "TX", "zip": "78746"}, "former-company": [{"former-conformed-name": "NORTHGATE INNOVATIONS  INC", "date-changed": "20020401"}, {"former-conformed-name": "MCGLEN INTERNET GROUP INC", "date-changed": "20000417"}, {"former-conformed-name": "ADRENALIN INTERACTIVE INC", "date-changed": "19980603"}]}
As filed with the Securities and Exchange Commission on October 7, 2004

                                                     Registration No. 333-______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
             Registration Statement under the Securities Act of 1933
                                 ---------------

                         DIGITAL LIFESTYLES GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                         13-3779546
 (State or other jurisdiction                             (I.R.S. employer
of incorporation or organization)                       identification number)

                          1001 S. Capital of Texas Hwy.
                              Building I, Suite 200
                               Austin, Texas 78746
          (Address, including zip code, of principal executive offices)
                        -------------------------------

                            2004 Stock Incentive Plan
                   Stock Option Agreement with Kent A. Savage
                            (Full title of the plan)
                        -------------------------------

                             J. William Wilson, Esq.
                  Vice President, General Counsel and Secretary
                          1001 S. Capital of Texas Hwy.
                              Building I, Suite 200
                                Austin, TX 78746
                                 (512) 617-8282

 (Name, address and telephone number, including area code, of agent for service)

                        -------------------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate
               Securities                         to be           Offering Price      Offering          Amount of
            to be Registered                Registered (1) (2)     Per Share (3)      Price (3)      Registration Fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.03 per share
issuable under the 2004 Stock Incentive
Plan                                         3,500,000 shares         $0.60        $2,083,144.15         $263.93
------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.03 per share,
issuable under the Stock Option
Agreement between the Company and
Kent A. Savage                               3,309,587 shares         $1.01        $3,342,682.87         $423.52
------------------------------------------------------------------------------------------------------------------------

                                             6,809,587 shares         $0.80        $5,425,827.02         $687.45
TOTAL
------------------------------------------------------------------------------------------------------------------------
(1)       This   registration   statement   on  Form  S-8  (this   "Registration
          Statement")  covers shares of common stock,  par value $0.03 per share
          (the "Common Stock") of Digital Lifestyles Group, Inc. (the "Company")
          that are  issuable:  (i)  upon  stock  awards  to be  granted  or upon
          exercise of options under the Company's 2004 Stock Incentive Plan (the
          "Plan"),  and (ii) upon a stock  option  granted to Kent A.  Savage to
          purchase  shares of the Company's  Common Stock  pursuant to the Stock
          Option  Agreement  dated January 15, 2004 between the Company and Kent
          A. Savage.

(2)       Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
          "Securities  Act"),  this  Registration   Statement  will  cover  such
          additional  securities as may be offered or issued to prevent dilution
          resulting from stock splits, stock dividends or similar transactions.

(3)       Pursuant to Rule 457(c) and (h)(1) of the Securities Act, the Proposed
          Maximum  Offering Price Per Share and the Proposed  Maximum  Aggregate
          Offering Price are estimated solely for the purpose of calculating the
          registration  fee and are  based on (i) for  options  that  have  been
          granted  and are  outstanding  as of the  date  hereof,  the  weighted
          average  exercise  price  of such  outstanding  options,  and (ii) for
          options that have not been granted as of the date hereof,  the average
          of the bid and asked  prices of the  Company's  Common Stock of $0.475
          per share as quoted on the Over-the-Counter Bulletin Board for October
          1, 2004. The outstanding  options have exercise prices that range from
          $.49 per share to $1.02 per share.
Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The  information  required  by Part I of Form  S-8 will be sent or given to
employees as specified by Rule 428 under the Securities Act. Such documents need
not be filed with the Securities  and Exchange  Commission  (the  "Commission"),
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the Securities  Act. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken  together,  constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

     The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:

     o    the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 2003;

     o    Amendment  No. 1 to the  Company's  Annual Report on Form 10-K for the
          fiscal year ended December 31, 2003;

     o    the Company's Quarterly Reports on Form 10-Q for the quarterly periods
          ended March 31, 2004 and June 30, 2004;

     o    the  Company's  Current  Reports on Form 8-K dated  January 20,  2004,
          March 1,  2004,  April  16,  2004,  April  30,  2004,  June 28,  2004,
          September 8, 2004, September 15, 2004 and October 5, 2004; and

     o    the  description  of Common Stock that is  contained in the  Company's
          Current  Report on Form 8-K filed  with the  Commission  on October 6,
          2004,  including any amendment or report filed with the Commission for
          the purpose of updating such description of Common Stock.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Securities and Exchange Act of 1934, as amended (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  herein  and to be a part  of this  Registration  Statement  from  the
respective dates of the filing of such documents with the Commission.

Item 4.      Description of Securities.

     Not applicable.

                                       1
Item 5.      Interests of Named Experts and Counsel.

     Not applicable.

Item 6.      Indemnification of Directors and Officers.

     The  Company's  certificate  of  incorporation,   as  amended,  limits  the
liability  of  directors to the fullest  extent  permitted by Delaware  law. The
effect of these provisions is to eliminate the Company's rights,  and the rights
of its  stockholders,  through  stockholders'  derivative suits on behalf of the
Company,  to recover monetary damages against a director for breach of fiduciary
duty  as  a  director,  including  breaches  resulting  from  grossly  negligent
behavior.  However,  the Company's  directors  will be personally  liable to the
Company and its  stockholders  for monetary  damages if they acted in bad faith,
knowingly or intentionally  violated the law,  authorized  illegal  dividends or
redemptions or derived an improper  benefit from their actions as directors.  In
addition,  the Company's certificate of incorporation  provides that the Company
will  indemnify its directors  and officers to the fullest  extent  permitted by
Delaware law. The Company also maintains directors' and officers' insurance.

Item 7.      Exemption from Registration Claimed.

     Not Applicable.

Item 8.      Exhibits.

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

4.1                 The  Company's   Restated   Certificate   of   Incorporation
                    (incorporated  by reference to Exhibit 3.1 to the  Company's
                    Current  Report on Form 8-K,  filed with the  Commission  on
                    October 6, 2004)

4.2                 The Company's  Amended and Restated Bylaws  (incorporated by
                    reference to Exhibit 3.4 to the  Company's  Annual Report on
                    Form 10-K for the year  ended  December  31,  2003  filed on
                    March 30, 2004)

5*                  Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1*               Consent of Akin Gump Strauss  Hauer & Feld LLP  (included in
                    Exhibit 5 hereto)

23.2*               Consent of Singer Lewak Greenbaum & Goldstein LLP

23.3*               Consent of Corbin & Company LLP

24*                 Power of Attorney (included in the signature page hereto)

99.1                The Company's  2004 Stock  Incentive Plan  (incorporated  by
                    reference to Exhibit 10.4 to the Company's Form 10-K for the
                    year ended December 31, 2003 filed on March 30, 2004)

99.2                Stock Option  Agreement  dated  January 15, 2004 between the
                    Company and Kent A. Savage  (incorporated  by  reference  to
                    Exhibit 10.6 to the  Company's  Form 10-K for the year ended
                    December    31,    2003    filed   on   March   30,    2004)

---------------------
* Filed herewith.

                                       2
Item 9.      Undertakings.

(a) The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is contained  in periodic  reports  filed by the  undersigned
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
     Act,  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; and

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant  pursuant  to the  provisions  described  above,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer of 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 hereunder,  the registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       3
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Austin,  State of Texas,  on the 7th day of October,
2004.

                                       DIGITAL LIFESTYLES GROUP, INC.

                                       By: /s/ Kent A. Savage
                                           -------------------------------------
                                           Kent A. Savage
                                           Chairman of the Board and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Kent A. Savage, Theodore B. Muftic and J.
William  Wilson as his true and lawful  attorneys-in-fact  and agents  with full
power of substitution,  for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration  Statement,  and to sign any registration statement for the
same offering  covered by this  Registration  Statement  that is to be effective
upon filing  pursuant to Rule 462(b)  promulgated  under the Securities Act, and
all post-effective  amendments thereto,  and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Commission, granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them, or his substitute or  substitutes,
may lawfully do or cause to be done or by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

         Name                             Title                Date
         ----                             -----                ----

/s/ Kent A. Savage               Chairman of the Board         October 7, 2004
--------------------------       and Chief Executive
Kent A. Savage                   Officer
                                 (Principal Executive
                                 Officer)

/s/ Theodore B. Muftic           Vice President and            October 7, 2004
--------------------------       Chief Financial Officer
Theodore B. Muftic               (Principal Financial
                                 and Accounting Officer)

/s/ Troy Carter                  Director                      October 7, 2004
--------------------------
Troy Carter

/s/ Marc B. Crossman             Director                      October 7, 2004
--------------------------
Marc B. Crossman

                                       4
/s/ Samuel J. Furrow, Jr.       Director                       October 7, 2004
--------------------------
Samuel J. Furrow, Jr.

/s/ Suhail R. Rizvi             Director                       October 7, 2004
--------------------------
Suhail R. Rizvi

                                       5
EXHIBIT INDEX

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

4.1                 The  Company's   Restated   Certificate   of   Incorporation
                    (incorporated  by reference to Exhibit 3.1 to the  Company's
                    Current  Report on Form 8-K,  filed with the  Commission  on
                    October 6, 2004)

4.2                 The Company's  Amended and Restated Bylaws  (incorporated by
                    reference to Exhibit 3.4 to the  Company's  Annual Report on
                    Form 10-K for the year  ended  December  31,  2003  filed on
                    March 30, 2004)

5*                  Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1*               Consent of Akin Gump Strauss  Hauer & Feld LLP  (included in
                    Exhibit 5 hereto)

23.2*               Consent of Singer Lewak Greenbaum & Goldstein LLP

23.3*               Consent of Corbin & Company LLP

24*                 Power of Attorney (included in the signature page hereto)

99.1                The Company's  2004 Stock  Incentive Plan  (incorporated  by
                    reference to Exhibit 10.4 to the Company's Form 10-K for the
                    year ended December 31, 2003 filed on March 30, 2004)

99.2                Stock Option  Agreement  dated  January 15, 2004 between the
                    Company and Kent A. Savage  (incorporated  by  reference  to
                    Exhibit 10.6 to the  Company's  Form 10-K for the year ended
                    December 31, 2003 filed on March 30, 2004)

---------------------
* Filed herewith.