SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        STEREO VISION ENTERTAINMENT, INC.

             (Exact name of registrant as specified in its charter)

                                     NEVADA

         (State or other jurisdiction of incorporation or organization)

                                   95-4786792

                      (I.R.S. Employer Identification No.)

           15452 Cabrieto Road, Suite 204, Van Nuys, California 91406

             (Address of Principal Executive Offices, and Zip Code)

                       CONSULTING AND LEGAL SERVICES PLAN

                              (Full title of plan)

                                   John Honour

                         15452 Cabrieto Road, Suite 204

                           Van Nuys, California 91406

                                 (818) 909-7911

    (Address and 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                       Aggregate      Amount of
      Registered                  Registered     Price Per Share    Offering      Registration
                                                                      Price          Fee

<S>                              <C>              <C>                 <C>           <C>
 Common Stock, $.001 par value      300,000           $0.05           $15,000       $1.38
</TABLE>



1) Estimated solely for the purpose of calculating the registration fee pursuant
to Rue 457 under the Securities Act of 1933.

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The Company is offering  shares of its common stock to various  individuals  for
consulting and legal services  performed on the Company's behalf.  This issuance
of shares is being made pursuant to a Consulting and Legal Services Plan adopted
by the Board of Directors on June 30, 2003 ("Plan").  The Board has equated this
number of shares to the value of the legal or consulting services provided or to
be  provided  by these  individuals.  The shares  issued  hereunder  to eligible
participants who are not affiliates of the Company as defined in Rule 405 of the
Securities Act will not be subject to any resale  restrictions.  The Plan is not
qualified under ERISA.
<PAGE>

The  consulting  services  for which  these  shares are being  issued are not in
connection with any offer of sale of securities in a capital-raising transaction
and does not  directly  or  indirectly  promote  or  maintain  a market  for the
securities of the Company.

Item 2. Registrant Information and Employee Plan Annual Information.*

The  participants  shall 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.

REQUESTS  SHOULD  BE  ADDRESSED  TO HERKY  WILLIAMS,  SECRETARY,  STEREO  VISION
ENTERTAINMENT, INC., 15452 CABRIETO RD., SUITE 204, VAN NUYS, CALIFORNIA, 91406,
(310) 205-7998.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company has filed the following  documents  with the Securities and Exchange
Commission:  Annual Report on Form 10KSB,  filed on October 11, 2002;  Quarterly
Reports on form 10QSB filed  November  19,  2002,  February 19, 2003 and May 20,
2003.  The above  referenced  reports,  which  were  previously  filed  with the
Commission  are  incorporated  herein by reference.  All documents  filed by the
Company  pursuant  to Section 13, or 15 (d) of the  Exchange  Act after the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company is authorized to issue  100,000,000  shares of Common Stock,  $0.001
par value.  The Company's stock is currently  traded on the OTCBB,  under symbol
SVSN.  The  presently  outstanding  shares  of Common  Stock are fully  paid and
non-assessable.

COMMON  STOCK.  As of June 30,  2003,  3,098,166  shares  of Common  Stock  were
outstanding.

VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for
each  share  of stock  standing  in his  name on the  books of the  Corporation.

<PAGE>


DIVIDEND  RIGHTS.  Dividends may be declared,  subject to the  provisions of the
laws of the State of Nevada and the Articles of  Incorporation,  by the Board of
Directors at any regular or special  meeting and may be paid in cash,  property,
shares of corporate  stock, or any other medium.  The Board of Directors may fix
in advance a record  date,  as provided in the  By-laws,  prior to the  dividend
payment for the purposes of determining shareholders entitled to receive payment
of any dividend.  The Board of Directors may close the stock  transfer books for
such  purpose  for a period of not more than ten (10) days prior to the  payment
date of such dividend.

PREEMPTIVE  RIGHTS.  Except  as  may  otherwise  be  provided  by the  Board  of
Directors,  no holder of any shares of the stock of the Corporation,  shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the  Corporation  of any class now or hereafter  authorized,  or any
securities  exchangeable for or convertible into such shares, or any warrants or
other  instruments  evidencing  rights or options to subscribe for,  purchase or
otherwise  acquire such shares.

REGISTRAR  AND TRANSFER  AGENT:  The Company's  registrar and transfer  agent is
Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251.

DISSENTERS'  RIGHTS:  Under  current  Nevada  law,  a  shareholder  is  afforded
dissenters'  rights  which,  if properly  exercised,  may require the Company to
purchase  his  shares   dissenters'   rights  commonly  arise  in  extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales,  liquidating  distributions,  and  certain  amendments  to the  Company's
certificate of incorporation.

PREFERRED STOCK There are currently no shares of Preferred stock issued.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for expenses actually and necessarily
incurred  by  them  in  connection  with  the  defense  of any  action,  suit or
proceeding  in which they,  or any of them,  are made  parties,  or a party,  by
reason of having been Director(s) or Officer(s) of the  corporation,  or of such
other  corporation,  except, in relation to matter as to which any such Director
or Officer or former  Director  or Officer or person  shall be  adjudged in such
action,  suit or  proceeding  to be liable for  negligence  or misconduct in the
performance  of duty.  Furthermore,  the personal  liability of the Directors is
limited as  provided in the  Company's  Articles  of  Incorporation.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The following documents are filed as Exhibits to this Registration Statement:

5.1 -- Opinion of Counsel  regarding the legality of the  securities  registered
hereunder.  10.2 --  Consulting  and  Legal  Services  Plan 23.1 --  Consent  of
Counsel(included in Exhibit 5.1) 23.2 -- Consent of Robison,  Hill & Co.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

(b) 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.

(c) 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.

The undersigned  registrant  hereby undertakes 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.

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
<PAGE>

indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                 [ remainder of page intentionally left blank ]


<PAGE>


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 Van Nuys,  California  on July 9, 2003.

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

Stereo Vision Entertainment, Inc. (Registrant)

                                   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  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Van Nuys, California on July 9, 2003.

Stereo Vision Entertainment, Inc.

By   /s/ John Honour
-----------------------------------------------------
John Honour, CEO/President/Director

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                           Title                          Date

/s/ John Honour
John Honour               CEO/President/Director             July 9, 2003

/s/ Herky Williams
Herky Williams            Secretary-Treasurer/Director       July 9, 2003


Exhibit 5.1

HESKETT & HESKETT,  Attorneys at Law, Jack Heskett,  501 South Johnstone,  Suite
501,  Telephone  (918)  336-1773,  John Heskett,  Bartlesville,  Oklahoma 74003,
Facsimile (918) 336-3152, Bill Heskett (1933-1993), Email: hesklaw@aol.com

                                  June 30, 2003

Stereo Vision Entertainment, Inc.
<PAGE>

15452 Cabrieto Road, Suite 204
Van Nuys CA 91406

Re:      Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:

We have acted as counsel for Stereo Vision Entertainment,  Inc. (the "Company"),
in connection  with the  preparation  and filing of the  Company's  Registration
statement  on Form S-8  under the  Securities  Act of 1933,  (the  "Registration
Statement").  You have requested our opinion in connection with the registration
by the Company of 300,000  shares the "Shares") of its common stock to be issued
pursuant to a  registration  statement on Form S-8 filed with the Securities and
Exchange  Commission  under the  Securities Act of 1933, as amended (the "Act").
Such registration  statement, as amended or supplemented is hereinafter referred
to as the  "Registration  Statement".  The Shares are to be issued  under Stereo
Vision Entertainment,  Inc., 2003 Second Consulting and Legal Services Plan (the
"Plan").

You have advised that:

1.       The  Company  is  current  in  its  reporting  responsibilities  to the
         Securities  and  Exchange  Commission  as  mandated  by the  Securities
         Exchange Act of 1934, as amended.

2.       The Shares will be issued to consultants  and  participants in the Plan
         as  compensation  for their  services  on behalf of the  Company.  Such
         persons have provided  bona-fide  services to the Company which are not
         in relation  to the offer or sale of  securities  in a  capital-raising
         transaction, and which did not either directly or indirectly promote or
         maintain a market for the Company's securities.

3.       The  shares to be  issued  to these  individuals  will be  pursuant  to
         corporate  resolution and the approval of the Board of Directors of the
         Company. These shares registered pursuant to the Registration Statement
         and will be issued without  restrictive legend to those persons who are
         not deemed to be  affiliates  of the  Company as defined in Rule 405 of
         the Act.

We have read such  documents as have been made  available to us. For purposes of
this opinion,  we have assumed the authenticity of such documents.

Based on the accuracy of the information  supplied to us, it is our opinion that
the Company may avail  itself of a  Registration  Statement  on Form S-8, and is
qualified  to do  so.  Further,  subject  to the  limitation  set  forth  in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized  to issue,  and assuming that the
Shares will be issued as set forth in the Plan and the  Registration  Statement,
at a time when  effective,  and that the  Company  will  fully  comply  with all
applicable  securities  laws  involved  under  the  Securities  Act of 1933,  as
amended,  the  Securities  Exchange Act of 1934,  as amended,  and the rules and
regulations  promulgated  pursuant to said Acts,  and in those states of foreign
jurisdictions  in which the Shares may be sold, we are of the opinion that, upon
proper and legal issuance of the Shares and receipt of the  consideration  to be
paid for the  Shares,  the  Shares  will be  validly  issued,  fully paid and no
assessable shares of common stock of the Company.
<PAGE>

This  opinion  does not cover any matters  related to any re-offer or re-sale of
the Shares by any Plan  participants,  once properly and legally issued pursuant
to the Plan as described in the Registration Statement.

We hereby  consent to the filing of this opinion with the  Commission as Exhibit
5.1 to the Registration  Statement. We also consent to the reference to our firm
under the heading in the Registration  Statement.  In giving this consent, we do
not  thereby  admit  that we are in the  category  of persons  whose  consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Commission.  This  opinion and consent may be  incorporated  by  reference  in a
subsequent  registration  statement  on Form S-8 filed  pursuant  to Rule 462(b)
under  the  Act  with  respect  to the  registration  of  additional  securities
assumable under the Plan.

We do not express any opinion as to matters governed by laws other than those of
the federal laws of the United  States.

This opinion is limited to the specific issues addressed herein,  and no opinion
may be inferred or implied  beyond that expressly  stated  herein.  We assume no
obligation to revise or supplement  this opinion should the present  federal law
of the United  States be changed by  legislative  action,  judicial  decision or
otherwise. This opinion is furnished to you pursuant to the applicable rules and
regulations  promulgated  under  the Act in  connection  with the  filing of the
Registration Statement.

                                            Sincerely,

/s/ John Heskett, Esq.
Heskett & Heskett


Exhibit 10.2

                        STEREO VISION ENTERTAINMENT, INC.

                 2003 SECOND CONSULTING AND LEGAL SERVICES PLAN

1.  Purpose of the Plan.  The  purpose of the 2003 Second  Consulting  and Legal
Services  Plan  ("Plan")  of  Stereo  vision   entertainment,   Inc.,  a  Nevada
corporation,  ("Company") is to provide the Company with a means of compensating
selected  key  consultants  and legal  service  providers to the Company and its
subsidiaries  for their  services  rendered  with shares of Common  Stock of the
Company.

2.  Administration  of the Plan. The Plan shall be administered by the Company's
Board of Directors  (the "Board").

2.1  Award or Sales of  shares.  The  Company's  Board  shall (a)  select  those
consultants legal service providers to whom shares of the Company's Common Stock
shall be awarded or sold,  and (b)  determine the number of shares to be awarded
or sold; the time or times at which shares
<PAGE>

shall be  awarded  or sold;  whether  the  shares to be  awarded or sold will be
registered  with the Securities and Exchange  Commission;  and such  conditions,
rights of repurchase,  rights of first refusal or other transfer restrictions as
the Board may determine.  Each award or sale of shares under the Plan may or may
not be evidenced by a written  agreement  between the Company and the persons to
whom shares of the Company's Common Stock are awarded or sold.

2.2 Consideration for Shares. Shares of the Company's Common Stock to be awarded
or sold under the Plan shall be issued for services rendered, having a value not
less than par value  thereof,  as shall be  determined  from time to time by the
Board in its sole discretion.

2.3 Board  Procedures.  The Board  from  time to time may adopt  such  rules and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in the best  interests  of the  Company.  The Board  shall  keep  minutes of its
meetings  and  records of its  actions.  A majority  of the members of the Board
shall  constitute a quorum for the transaction of any business by the Board. The
Board may act at any time by an affirmative  vote of a majority of those members
voting.  Such vote shall be taken at a meeting (which may be conducted in person
or by any  telecommunication  medium)  or by written  consent  of Board  members
without a meeting.

2.4 Finality of Board  Action.  The Board shall  resolve all  questions  arising
under the Plan.  Each  determination,  interpretation,  or other  action made or
taken by the Board shall be final and  conclusive  and  binding on all  persons,
including, without limitation, the Company, its stockholders, the Board and each
of the members of the Board.

2.5  Non-Liability  of Board  Members.  No Board  member shall be liable for any
action or  determination  made by him in good faith with  respect to the Plan or
any shares of the  Company's  Common  Stock sold or awarded  under it.

2.6 Board Power to amend,  Suspend,  or Terminate the Amendment to the Plan. The
Board may,  from time to time,  make such changes in or additions to the Plan as
it  may  deem  proper  and  in  the  best  interests  of  the  Company  and  its
Stockholders.  The Board may also  suspend  or  terminate  the Plan at any time,
without notice, and in its sole discretion.

3. Shares  Subject to the Plan. For purposes of the Plan, the Board of Directors
is  authorized  to sell or award up to  300,000  shares  and/or  options  of the
Company's  Common  Stock.  $.001  par  value  per  share  ("Common  Stock").

4.  Participants.  All key consultants and qualified legal service  providers to
the  Company  and any of its  subsidiaries  (sometimes  referred  to  herein  as
("participants")  are eligible to  participate  in the Plan. A copy of this Plan
shall  be  delivered  to all  participants,  together  with a copy of any  Board
resolutions  authorizing the issuance of the shares and  establishing  the terms
and conditions, if any, relating to the sale or award of such shares.

5. Rights and Obligations of Participants. The award or sale of shares of Common
stock shall be conditioned upon the participant providing to the Board a written
representation that, at the time of such award or sale, it is the intent of such
person(s) to acquire the shares for  investment  only and not with a view toward
distribution.  The  certificate  for  unregistered  shares issued for investment
shall be restricted by the Company as to transfer unless the Company receives an
opinion  of  counsel  satisfactory  to the  Company  to  the  effect  that  such
restriction is not necessary
<PAGE>

under  the  pertaining  law.  The  providing  of such  representation  and  such
restriction  on  transfer  shall not,  however,  be required  upon any  person's
receipt of shares of Common  Stock under the  Amendment to the Plan in the event
that,  at the time of  award or sale,  the  shares  shall be (i)  covered  by an
effective and current  registration  statement under the Securities Act of 1933,
as  amended,  and (ii)  either  qualified  or exempt  from  qualification  under
applicable  state  securities  laws.  The  Company  shall,  however,   under  no
circumstances be required to sell or issue any shares under the Amendment to the
Plan if, in the opinion of the Board,  (i) the  issuance  of such  shares  would
constitute a violation by the  participant  or the Company of any applicable law
or regulation of any governmental  authority, or (ii) the consent or approval of
any  governmental  body is  necessary  or  desirable  as a  condition  of, or in
connection with, the issuance of such shares.

6. Payment of Shares.

(a) The entire  purchase  price of shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such shares are
purchased, except as provided in subsection (b) below.

(b) At the  discretion  of the  Board,  Shares  may be issued  under the Plan in
consideration  of services  rendered;  provided,  however,  that any issuance of
shares under the Plan shall be in compliance  with Section NRS 78.211 the Nevada
Revised Statutes as amended.

7. Adjustments.  If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other  securities  of the Company or of another  corporation,  by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange,  or other  business  combination in which the Company is the surviving
parent corporation,  stock split-up, combination of shares, or dividend or other
distribution  payable  in  capital  stock or rights to  acquire  capital  stock,
appropriate  adjustment  shall be made by the  Board in the  number  and kind of
shares which may be granted under the Amendment to the Plan.

8. Tax  Withholding.  As a condition  to the  purchase  or award of shares,  the
participant  shall  make such  arrangements  as the Board  may  require  for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.

9. Terms of the Plan.

9.1 Effective Date. The Plan shall become effective on June 30, 2003.

9.2 Termination Date. The Plan shall terminate at Midnight on December 31, 2003,
and no  shares  shall  be  awarded  or sold  after  that  time.  The Plan may be
suspended or terminated at any earlier time by the Board within the  limitations
set forth in Section 2.6.

10.  Non-Exclusivity  of the Plan.  Nothing contained in the Plan is intended to
amend, modify, or rescind any previously approved  compensation plans,  programs
or options  entered into by the  Company.  This Plan shall be construed to be in
addition to and independent of any and all such
<PAGE>

other arrangements. The adoption of the Amendment to the Plan by the Board shall
not be construed as creating  any  limitations  on the power of authority of the
Board to adopt, with or without stockholder  approval,  such additional or other
compensation arrangements as the Board may from time to time deem desirable.

11.  Governing  Law. The Plan and all rights and  obligations  under it shall be
construed and enforced in accordance with the laws of the state of Nevada.



Exhibit 23.1

Included within Exhibit 5.1 (Opinion of Counsel)


Exhibit 23.2

To the Board of Directors Stereo Vision Entertainment, Inc.

                         CONSENT OF INDEPENDENT AUDITORS

We have issued our report dated September 19, 2002 accompanying the consolidated
financial  statements  of Stereo  Vision  Entertainment  Inc.,  appearing in the
Report  10-KSB,  for the year  ended June 30,  2002,  which is  incorporated  by
reference in this  Registration  Statement.  We consent to the  incorporation by
reference  in  the  Registration   Statement  of  the   aforementioned   report.
Respectfully Submitted,

/s/ Robison, Hill & Co.
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
July 9, 2003
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SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        STEREO VISION ENTERTAINMENT, INC.

             (Exact name of registrant as specified in its charter)

                                     NEVADA

         (State or other jurisdiction of incorporation or organization)

                                   95-4786792

                      (I.R.S. Employer Identification No.)

           15452 Cabrieto Road, Suite 204, Van Nuys, California 91406

             (Address of Principal Executive Offices, and Zip Code)

                       CONSULTING AND LEGAL SERVICES PLAN

                              (Full title of plan)

                                   John Honour

                         15452 Cabrieto Road, Suite 204

                           Van Nuys, California 91406

                                 (818) 909-7911

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

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                    Maximum
Title of Securities to be        Amount to be                       Aggregate      Amount of
      Registered                  Registered     Price Per Share    Offering      Registration
                                                                      Price          Fee
Common Stock, $.001 par value      300,000           $0.05           $15,000       $1.38
1) Estimated solely for the purpose of calculating the registration fee pursuant
to Rue 457 under the Securities Act of 1933.

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The Company is offering  shares of its common stock to various  individuals  for
consulting and legal services  performed on the Company's behalf.  This issuance
of shares is being made pursuant to a Consulting and Legal Services Plan adopted
by the Board of Directors on June 30, 2003 ("Plan").  The Board has equated this
number of shares to the value of the legal or consulting services provided or to
be  provided  by these  individuals.  The shares  issued  hereunder  to eligible
participants who are not affiliates of the Company as defined in Rule 405 of the
Securities Act will not be subject to any resale  restrictions.  The Plan is not
qualified under ERISA.
The  consulting  services  for which  these  shares are being  issued are not in
connection with any offer of sale of securities in a capital-raising transaction
and does not  directly  or  indirectly  promote  or  maintain  a market  for the
securities of the Company.

Item 2. Registrant Information and Employee Plan Annual Information.*

The  participants  shall 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.

REQUESTS  SHOULD  BE  ADDRESSED  TO HERKY  WILLIAMS,  SECRETARY,  STEREO  VISION
ENTERTAINMENT, INC., 15452 CABRIETO RD., SUITE 204, VAN NUYS, CALIFORNIA, 91406,
(310) 205-7998.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company has filed the following  documents  with the Securities and Exchange
Commission:  Annual Report on Form 10KSB,  filed on October 11, 2002;  Quarterly
Reports on form 10QSB filed  November  19,  2002,  February 19, 2003 and May 20,
2003.  The above  referenced  reports,  which  were  previously  filed  with the
Commission  are  incorporated  herein by reference.  All documents  filed by the
Company  pursuant  to Section 13, or 15 (d) of the  Exchange  Act after the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company is authorized to issue  100,000,000  shares of Common Stock,  $0.001
par value.  The Company's stock is currently  traded on the OTCBB,  under symbol
SVSN.  The  presently  outstanding  shares  of Common  Stock are fully  paid and
non-assessable.

COMMON  STOCK.  As of June 30,  2003,  3,098,166  shares  of Common  Stock  were
outstanding.

VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for
each  share  of stock  standing  in his  name on the  books of the  Corporation.
DIVIDEND  RIGHTS.  Dividends may be declared,  subject to the  provisions of the
laws of the State of Nevada and the Articles of  Incorporation,  by the Board of
Directors at any regular or special  meeting and may be paid in cash,  property,
shares of corporate  stock, or any other medium.  The Board of Directors may fix
in advance a record  date,  as provided in the  By-laws,  prior to the  dividend
payment for the purposes of determining shareholders entitled to receive payment
of any dividend.  The Board of Directors may close the stock  transfer books for
such  purpose  for a period of not more than ten (10) days prior to the  payment
date of such dividend.

PREEMPTIVE  RIGHTS.  Except  as  may  otherwise  be  provided  by the  Board  of
Directors,  no holder of any shares of the stock of the Corporation,  shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the  Corporation  of any class now or hereafter  authorized,  or any
securities  exchangeable for or convertible into such shares, or any warrants or
other  instruments  evidencing  rights or options to subscribe for,  purchase or
otherwise  acquire such shares.

REGISTRAR  AND TRANSFER  AGENT:  The Company's  registrar and transfer  agent is
Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251.

DISSENTERS'  RIGHTS:  Under  current  Nevada  law,  a  shareholder  is  afforded
dissenters'  rights  which,  if properly  exercised,  may require the Company to
purchase  his  shares   dissenters'   rights  commonly  arise  in  extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales,  liquidating  distributions,  and  certain  amendments  to the  Company's
certificate of incorporation.

PREFERRED STOCK There are currently no shares of Preferred stock issued.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for expenses actually and necessarily
incurred  by  them  in  connection  with  the  defense  of any  action,  suit or
proceeding  in which they,  or any of them,  are made  parties,  or a party,  by
reason of having been Director(s) or Officer(s) of the  corporation,  or of such
other  corporation,  except, in relation to matter as to which any such Director
or Officer or former  Director  or Officer or person  shall be  adjudged in such
action,  suit or  proceeding  to be liable for  negligence  or misconduct in the
performance  of duty.  Furthermore,  the personal  liability of the Directors is
limited as  provided in the  Company's  Articles  of  Incorporation.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The following documents are filed as Exhibits to this Registration Statement:

5.1 -- Opinion of Counsel  regarding the legality of the  securities  registered
hereunder.  10.2 --  Consulting  and  Legal  Services  Plan 23.1 --  Consent  of
Counsel(included in Exhibit 5.1) 23.2 -- Consent of Robison,  Hill & Co.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

(b) 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.

(c) 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.

The undersigned  registrant  hereby undertakes 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.

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.

                 [ remainder of page intentionally left blank ]
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 Van Nuys,  California  on July 9, 2003.

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

Stereo Vision Entertainment, Inc. (Registrant)

                                   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  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Van Nuys, California on July 9, 2003.

Stereo Vision Entertainment, Inc.

By   /s/ John Honour
-----------------------------------------------------
John Honour, CEO/President/Director

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                           Title                          Date

/s/ John Honour
John Honour               CEO/President/Director             July 9, 2003

/s/ Herky Williams
Herky Williams            Secretary-Treasurer/Director       July 9, 2003

Exhibit 5.1

HESKETT & HESKETT,  Attorneys at Law, Jack Heskett,  501 South Johnstone,  Suite
501,  Telephone  (918)  336-1773,  John Heskett,  Bartlesville,  Oklahoma 74003,
Facsimile (918) 336-3152, Bill Heskett (1933-1993), Email: hesklaw@aol.com

                                  June 30, 2003

Stereo Vision Entertainment, Inc.
15452 Cabrieto Road, Suite 204
Van Nuys CA 91406

Re:      Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:

We have acted as counsel for Stereo Vision Entertainment,  Inc. (the "Company"),
in connection  with the  preparation  and filing of the  Company's  Registration
statement  on Form S-8  under the  Securities  Act of 1933,  (the  "Registration
Statement").  You have requested our opinion in connection with the registration
by the Company of 300,000  shares the "Shares") of its common stock to be issued
pursuant to a  registration  statement on Form S-8 filed with the Securities and
Exchange  Commission  under the  Securities Act of 1933, as amended (the "Act").
Such registration  statement, as amended or supplemented is hereinafter referred
to as the  "Registration  Statement".  The Shares are to be issued  under Stereo
Vision Entertainment,  Inc., 2003 Second Consulting and Legal Services Plan (the
"Plan").

You have advised that:

1.       The  Company  is  current  in  its  reporting  responsibilities  to the
         Securities  and  Exchange  Commission  as  mandated  by the  Securities
         Exchange Act of 1934, as amended.

2.       The Shares will be issued to consultants  and  participants in the Plan
         as  compensation  for their  services  on behalf of the  Company.  Such
         persons have provided  bona-fide  services to the Company which are not
         in relation  to the offer or sale of  securities  in a  capital-raising
         transaction, and which did not either directly or indirectly promote or
         maintain a market for the Company's securities.

3.       The  shares to be  issued  to these  individuals  will be  pursuant  to
         corporate  resolution and the approval of the Board of Directors of the
         Company. These shares registered pursuant to the Registration Statement
         and will be issued without  restrictive legend to those persons who are
         not deemed to be  affiliates  of the  Company as defined in Rule 405 of
         the Act.

We have read such  documents as have been made  available to us. For purposes of
this opinion,  we have assumed the authenticity of such documents.

Based on the accuracy of the information  supplied to us, it is our opinion that
the Company may avail  itself of a  Registration  Statement  on Form S-8, and is
qualified  to do  so.  Further,  subject  to the  limitation  set  forth  in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized  to issue,  and assuming that the
Shares will be issued as set forth in the Plan and the  Registration  Statement,
at a time when  effective,  and that the  Company  will  fully  comply  with all
applicable  securities  laws  involved  under  the  Securities  Act of 1933,  as
amended,  the  Securities  Exchange Act of 1934,  as amended,  and the rules and
regulations  promulgated  pursuant to said Acts,  and in those states of foreign
jurisdictions  in which the Shares may be sold, we are of the opinion that, upon
proper and legal issuance of the Shares and receipt of the  consideration  to be
paid for the  Shares,  the  Shares  will be  validly  issued,  fully paid and no
assessable shares of common stock of the Company.
This  opinion  does not cover any matters  related to any re-offer or re-sale of
the Shares by any Plan  participants,  once properly and legally issued pursuant
to the Plan as described in the Registration Statement.

We hereby  consent to the filing of this opinion with the  Commission as Exhibit
5.1 to the Registration  Statement. We also consent to the reference to our firm
under the heading in the Registration  Statement.  In giving this consent, we do
not  thereby  admit  that we are in the  category  of persons  whose  consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Commission.  This  opinion and consent may be  incorporated  by  reference  in a
subsequent  registration  statement  on Form S-8 filed  pursuant  to Rule 462(b)
under  the  Act  with  respect  to the  registration  of  additional  securities
assumable under the Plan.

We do not express any opinion as to matters governed by laws other than those of
the federal laws of the United  States.

This opinion is limited to the specific issues addressed herein,  and no opinion
may be inferred or implied  beyond that expressly  stated  herein.  We assume no
obligation to revise or supplement  this opinion should the present  federal law
of the United  States be changed by  legislative  action,  judicial  decision or
otherwise. This opinion is furnished to you pursuant to the applicable rules and
regulations  promulgated  under  the Act in  connection  with the  filing of the
Registration Statement.

                                            Sincerely,

/s/ John Heskett, Esq.
Heskett & Heskett

Exhibit 10.2

                        STEREO VISION ENTERTAINMENT, INC.

                 2003 SECOND CONSULTING AND LEGAL SERVICES PLAN

1.  Purpose of the Plan.  The  purpose of the 2003 Second  Consulting  and Legal
Services  Plan  ("Plan")  of  Stereo  vision   entertainment,   Inc.,  a  Nevada
corporation,  ("Company") is to provide the Company with a means of compensating
selected  key  consultants  and legal  service  providers to the Company and its
subsidiaries  for their  services  rendered  with shares of Common  Stock of the
Company.

2.  Administration  of the Plan. The Plan shall be administered by the Company's
Board of Directors  (the "Board").

2.1  Award or Sales of  shares.  The  Company's  Board  shall (a)  select  those
consultants legal service providers to whom shares of the Company's Common Stock
shall be awarded or sold,  and (b)  determine the number of shares to be awarded
or sold; the time or times at which shares
shall be  awarded  or sold;  whether  the  shares to be  awarded or sold will be
registered  with the Securities and Exchange  Commission;  and such  conditions,
rights of repurchase,  rights of first refusal or other transfer restrictions as
the Board may determine.  Each award or sale of shares under the Plan may or may
not be evidenced by a written  agreement  between the Company and the persons to
whom shares of the Company's Common Stock are awarded or sold.

2.2 Consideration for Shares. Shares of the Company's Common Stock to be awarded
or sold under the Plan shall be issued for services rendered, having a value not
less than par value  thereof,  as shall be  determined  from time to time by the
Board in its sole discretion.

2.3 Board  Procedures.  The Board  from  time to time may adopt  such  rules and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in the best  interests  of the  Company.  The Board  shall  keep  minutes of its
meetings  and  records of its  actions.  A majority  of the members of the Board
shall  constitute a quorum for the transaction of any business by the Board. The
Board may act at any time by an affirmative  vote of a majority of those members
voting.  Such vote shall be taken at a meeting (which may be conducted in person
or by any  telecommunication  medium)  or by written  consent  of Board  members
without a meeting.

2.4 Finality of Board  Action.  The Board shall  resolve all  questions  arising
under the Plan.  Each  determination,  interpretation,  or other  action made or
taken by the Board shall be final and  conclusive  and  binding on all  persons,
including, without limitation, the Company, its stockholders, the Board and each
of the members of the Board.

2.5  Non-Liability  of Board  Members.  No Board  member shall be liable for any
action or  determination  made by him in good faith with  respect to the Plan or
any shares of the  Company's  Common  Stock sold or awarded  under it.

2.6 Board Power to amend,  Suspend,  or Terminate the Amendment to the Plan. The
Board may,  from time to time,  make such changes in or additions to the Plan as
it  may  deem  proper  and  in  the  best  interests  of  the  Company  and  its
Stockholders.  The Board may also  suspend  or  terminate  the Plan at any time,
without notice, and in its sole discretion.

3. Shares  Subject to the Plan. For purposes of the Plan, the Board of Directors
is  authorized  to sell or award up to  300,000  shares  and/or  options  of the
Company's  Common  Stock.  $.001  par  value  per  share  ("Common  Stock").

4.  Participants.  All key consultants and qualified legal service  providers to
the  Company  and any of its  subsidiaries  (sometimes  referred  to  herein  as
("participants")  are eligible to  participate  in the Plan. A copy of this Plan
shall  be  delivered  to all  participants,  together  with a copy of any  Board
resolutions  authorizing the issuance of the shares and  establishing  the terms
and conditions, if any, relating to the sale or award of such shares.

5. Rights and Obligations of Participants. The award or sale of shares of Common
stock shall be conditioned upon the participant providing to the Board a written
representation that, at the time of such award or sale, it is the intent of such
person(s) to acquire the shares for  investment  only and not with a view toward
distribution.  The  certificate  for  unregistered  shares issued for investment
shall be restricted by the Company as to transfer unless the Company receives an
opinion  of  counsel  satisfactory  to the  Company  to  the  effect  that  such
restriction is not necessary
under  the  pertaining  law.  The  providing  of such  representation  and  such
restriction  on  transfer  shall not,  however,  be required  upon any  person's
receipt of shares of Common  Stock under the  Amendment to the Plan in the event
that,  at the time of  award or sale,  the  shares  shall be (i)  covered  by an
effective and current  registration  statement under the Securities Act of 1933,
as  amended,  and (ii)  either  qualified  or exempt  from  qualification  under
applicable  state  securities  laws.  The  Company  shall,  however,   under  no
circumstances be required to sell or issue any shares under the Amendment to the
Plan if, in the opinion of the Board,  (i) the  issuance  of such  shares  would
constitute a violation by the  participant  or the Company of any applicable law
or regulation of any governmental  authority, or (ii) the consent or approval of
any  governmental  body is  necessary  or  desirable  as a  condition  of, or in
connection with, the issuance of such shares.

6. Payment of Shares.

(a) The entire  purchase  price of shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such shares are
purchased, except as provided in subsection (b) below.

(b) At the  discretion  of the  Board,  Shares  may be issued  under the Plan in
consideration  of services  rendered;  provided,  however,  that any issuance of
shares under the Plan shall be in compliance  with Section NRS 78.211 the Nevada
Revised Statutes as amended.

7. Adjustments.  If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other  securities  of the Company or of another  corporation,  by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange,  or other  business  combination in which the Company is the surviving
parent corporation,  stock split-up, combination of shares, or dividend or other
distribution  payable  in  capital  stock or rights to  acquire  capital  stock,
appropriate  adjustment  shall be made by the  Board in the  number  and kind of
shares which may be granted under the Amendment to the Plan.

8. Tax  Withholding.  As a condition  to the  purchase  or award of shares,  the
participant  shall  make such  arrangements  as the Board  may  require  for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.

9. Terms of the Plan.

9.1 Effective Date. The Plan shall become effective on June 30, 2003.

9.2 Termination Date. The Plan shall terminate at Midnight on December 31, 2003,
and no  shares  shall  be  awarded  or sold  after  that  time.  The Plan may be
suspended or terminated at any earlier time by the Board within the  limitations
set forth in Section 2.6.

10.  Non-Exclusivity  of the Plan.  Nothing contained in the Plan is intended to
amend, modify, or rescind any previously approved  compensation plans,  programs
or options  entered into by the  Company.  This Plan shall be construed to be in
addition to and independent of any and all such
other arrangements. The adoption of the Amendment to the Plan by the Board shall
not be construed as creating  any  limitations  on the power of authority of the
Board to adopt, with or without stockholder  approval,  such additional or other
compensation arrangements as the Board may from time to time deem desirable.

11.  Governing  Law. The Plan and all rights and  obligations  under it shall be
construed and enforced in accordance with the laws of the state of Nevada.

Exhibit 23.1

Included within Exhibit 5.1 (Opinion of Counsel)

Exhibit 23.2

To the Board of Directors Stereo Vision Entertainment, Inc.

                         CONSENT OF INDEPENDENT AUDITORS

We have issued our report dated September 19, 2002 accompanying the consolidated
financial  statements  of Stereo  Vision  Entertainment  Inc.,  appearing in the
Report  10-KSB,  for the year  ended June 30,  2002,  which is  incorporated  by
reference in this  Registration  Statement.  We consent to the  incorporation by
reference  in  the  Registration   Statement  of  the   aforementioned   report.
Respectfully Submitted,

/s/ Robison, Hill & Co.
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
July 9, 2003