As filed with the  Securities  and Exchange  Commission  on February  ___,  2003
Registration Statement No. 333-_____

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


                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        Commission File number: 000-30771

                           INTERACTIVE MOTORSPORTS AND
                               ENTERTAINMENT CORP.
               (Exact name of registrant as specified in charter)

                                     Indiana
         (State or other jurisdiction of incorporation or organization)

                                   87-0678630
                           (I.R.S. Employer I.D. No.)

                  5624 West 73rd Street, Indianapolis, IN 46278
               (Address of principal executive offices) (Zip Code)

                                 (317) 295-3500
                (Issuer's telephone number, including area code)

                       Consultant Compensation Agreement
                            (Full Title of the Plan)

                              William R. Donaldson
                              5624 West 73rd Street
                             Indianapolis, IN 46278
                     (Name and Address of Agent for Service)

                                 (317) 295-3500
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

---------------------------- -------------------------- -------------------------- -------------------------- ---------------------
<S>                          <C>                        <C>                        <C>                        <C>
 Title of Securities to Be    Amount to be Registered       Proposed Maximum           Proposed Maximum        Amount of
        Registered                      (1)             Offering Price Per Share   Aggregate Offering Price    Registration Fee
                                                                                              (2)
---------------------------- -------------------------- -------------------------- -------------------------- ---------------------
Common Stock, $0.0001 par                      150,000                      $0.37                    $55,500                  $5.11
value
---------------------------- -------------------------- -------------------------- -------------------------- ---------------------
</TABLE>

(1)  Pursuant  to Rule  416(a)  under the  Securities  Act of 1933,  as  amended
     ("Securities Act"), this Registration  Statement also covers any additional
     securities  to be  offered  or issued as a result of a stock  split,  stock
     dividend or similar transaction.
(2)  Estimated, pursuant to Rule 457(c) and (h) of the Securities Act solely for
     the  purpose of  determining  the  registration  fee (based on the  average
     ($0.37 per share) of the high and the low prices of Interactive Motorsports
     and Entertainment Corp.'s common stock on the OTCBB on February 10, 2003.

<PAGE>



                                     PART I

Item 1. Plan Information.

The "Consultant Compensation Agreement" is included as Exhibit 10.1 on this Form
S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

The  participant  will be provided  with a  statement  advising  him that,  upon
written or oral request, any of the documents  incorporated by reference in Item
3 of Part II of this Registration  Statement and any other documents required to
be delivered  pursuant to Rule 428(b) are available without charge by contacting
William R. Donaldson at (317) 295-3500.


                                     PART II


Item 3. Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement and made a part hereof:

(a)  The Registrant's 10-KSB for the year ended December 31, 2001;

     (1)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
          period ended September 30, 2002;

     (2)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
          period ended June 30, 2002;

     (3)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
          period ended March 31, 2002; and

     (4)  All other  reports  filed  pursuant to Sections  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934  (the  "Exchange  Act") for the past
          twelve months.

(c)  The  description of the  Registrant's  Common Stock found under the caption
     "Description of the Securities" in the Registrant's  Registration Statement
     on Form 10-SB filed under the Exchange Act with the  Commission  on June 8,
     2000, as updated by the  Quarterly  Report on Form 10-QSB for the quarterly
     period ended September 30, 2002, and filed on November 14, 2002.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  that  indicates  that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and made a part  hereof  from the date of the filing of
such documents.
<PAGE>

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Executive Officers.

The Indiana Business Corporation Law permits an Indiana corporation to indemnify
its directors and officers from  liability for their conduct if such conduct was
made in good faith  with the  reasonable  belief  that such  conduct  was in the
corporation's  best  interest.  If the  individual  was not acting in his or her
official capacity with the corporation,  then  indemnification  is permitted for
good faith  conduct  made with the  reasonable  belief that such  conduct was at
least not opposed to the best interest of the corporation. Unless limited by its
articles of  incorporation,  a corporation must indemnify a director or officer,
who is wholly  successful in the defense of any proceeding to which the director
or  officer  is a  party  by  virtue  of  being a  director  or  officer  of the
corporation,  against  reasonable  expenses  incurred  in  connection  with  the
proceeding. Indemnification can be made in advance of the final disposition of a
proceeding if certain procedural requirements are met. An Indiana corporation is
permitted to purchase and maintain insurance on behalf of directors and officers
against  liability  asserted  against  them in that  capacity or arising from an
individual's  status as a director  or officer,  whether or not the  corporation
would have power to indemnify the individual  against the same  liability  under
the  Indiana  Business  Corporation  Law. In  addition,  the  shareholders  of a
corporation  may approve the  inclusion of other or  additional  indemnification
provisions in the articles of incorporation or by-laws.

The articles of incorporation of Interactive Motorsports and Entertainment Corp.
provide for the  indemnification  of directors and officers  against  reasonable
expenses  actually  incurred,  except in  relation  to any action in which it is
finally  adjudged that the director or officer is liable for willful  misconduct
or  recklessness  in  the   performance  of  corporate   duties.   In  addition,
indemnification  is permitted  for amounts  paid by  directors or officers  upon
judgment  and the  reasonable  costs  of  settlement  of any such  action,  if a
majority of a disinterested  committee of our board determines that such payment
or  settlement  is in our  interest  and  that the  director  or  officer  to be
reimbursed  did  not  engage  in any  act  constituting  willful  misconduct  or
recklessness in the performance of corporate duties.

Our bylaws provide for  indemnification of directors and officers to the fullest
extent available under then applicable law.

Item 7. Exemption from Registration Claimed.

Not applicable.



<PAGE>


Item 8. Exhibits.

Exhibit Number

5.1      Opinion of Leagre Chandler & Millard LLP regarding legality of
         securities being offered, including consent
10.1     Consultant Compensation Agreement
23.1     Consent of David T. Thomson, P.C.

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 to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  Registration  Statement or any material
          change to such information in the Registration Statement.

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

     (3)  To file a post-effective  amendment to remove from registration any of
          the securities  being  registered that remain unsold at the end of the
          offering.

(b)  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
     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
     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 Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the  opinion  of  counsel  the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Indianapolis, Indiana, on the 7th day of February, 2003.



INTERACTIVE MOTORSPORTS
AND ENTERTAINMENT CORP.



By /s/ William R. Donaldson
  ------------------------------
  William R. Donaldson, Chairman
  and Chief Executive Officer





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


Date: 2/7/2003
                                       /s/ William R. Donaldson
                                       -----------------------------------------
                                       William R. Donaldson, Chairman
                                       and Chief Executive Officer




Date: 2/7/2003
                                      /s/ Mark Paul
                                      ------------------------------------------
                                      Mark Paul, Vice President, Chief Financial
                                      Officer and Treasurer (and Principal
                                      Accounting Officer)

Date: 2/7/2003
                                      /s/ Carl Smith
                                      ------------------------------------------
                                      Carl Smith, Director


Date: 2/7/2003                        /s/ James Treadway
                                      ------------------------------------------
                                      James Treadway, Director

Date: _________
                                      ------------------------------------------
                                      Cary Agajinian, Director


<PAGE>


                                  EXHIBIT INDEX


        5.1      Opinion of Leagre Chandler & Millard LLP regarding legality of
                 securities being offered, including consent
        10.1     Consultant Compensation Agreement
        23.1     Consent of David T. Thomson, P.C.
[{"type": "S-8", "sequence": "1", "filename": "imecs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 14070}]
{"company-data": {"conformed-name": "INTERACTIVE MOTORSPORTS & ENTERTAINMENT CORP", "cik": "0001115551", "assigned-sic": "7389", "irs-number": "870678630", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103176", "film-number": "03557983"}, "business-address": {"street1": "5624 WEST 73RD STREET", "city": "INDIANAPOLIS", "state": "IN", "zip": "46278", "phone": "3172953500"}, "mail-address": {"street1": "5624 WEST 73RD STREET", "city": "INDIANAPOLIS", "state": "IN", "zip": "46278"}, "former-company": {"former-conformed-name": "PACIFIC INTERNATIONAL HOLDING INC", "date-changed": "20000525"}}
As filed with the  Securities  and Exchange  Commission  on February  ___,  2003
Registration Statement No. 333-_____

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        Commission File number: 000-30771

                           INTERACTIVE MOTORSPORTS AND
                               ENTERTAINMENT CORP.
               (Exact name of registrant as specified in charter)

                                     Indiana
         (State or other jurisdiction of incorporation or organization)

                                   87-0678630
                           (I.R.S. Employer I.D. No.)

                  5624 West 73rd Street, Indianapolis, IN 46278
               (Address of principal executive offices) (Zip Code)

                                 (317) 295-3500
                (Issuer's telephone number, including area code)

                       Consultant Compensation Agreement
                            (Full Title of the Plan)

                              William R. Donaldson
                              5624 West 73rd Street
                             Indianapolis, IN 46278
                     (Name and Address of Agent for Service)

                                 (317) 295-3500
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

---------------------------- -------------------------- -------------------------- -------------------------- ---------------------
Title of Securities to Be    Amount to be Registered       Proposed Maximum           Proposed Maximum        Amount of
        Registered                      (1)             Offering Price Per Share   Aggregate Offering Price    Registration Fee
                                                                                              (2)
---------------------------- -------------------------- -------------------------- -------------------------- ---------------------
Common Stock, $0.0001 par                      150,000                      $0.37                    $55,500                  $5.11
value
---------------------------- -------------------------- -------------------------- -------------------------- ---------------------
(1)  Pursuant  to Rule  416(a)  under the  Securities  Act of 1933,  as  amended
     ("Securities Act"), this Registration  Statement also covers any additional
     securities  to be  offered  or issued as a result of a stock  split,  stock
     dividend or similar transaction.
(2)  Estimated, pursuant to Rule 457(c) and (h) of the Securities Act solely for
     the  purpose of  determining  the  registration  fee (based on the  average
     ($0.37 per share) of the high and the low prices of Interactive Motorsports
     and Entertainment Corp.'s common stock on the OTCBB on February 10, 2003.
PART I

Item 1. Plan Information.

The "Consultant Compensation Agreement" is included as Exhibit 10.1 on this Form
S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

The  participant  will be provided  with a  statement  advising  him that,  upon
written or oral request, any of the documents  incorporated by reference in Item
3 of Part II of this Registration  Statement and any other documents required to
be delivered  pursuant to Rule 428(b) are available without charge by contacting
William R. Donaldson at (317) 295-3500.

                                     PART II

Item 3. Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement and made a part hereof:

(a)  The Registrant's 10-KSB for the year ended December 31, 2001;

     (1)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
          period ended September 30, 2002;

     (2)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
          period ended June 30, 2002;

     (3)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarterly
          period ended March 31, 2002; and

     (4)  All other  reports  filed  pursuant to Sections  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934  (the  "Exchange  Act") for the past
          twelve months.

(c)  The  description of the  Registrant's  Common Stock found under the caption
     "Description of the Securities" in the Registrant's  Registration Statement
     on Form 10-SB filed under the Exchange Act with the  Commission  on June 8,
     2000, as updated by the  Quarterly  Report on Form 10-QSB for the quarterly
     period ended September 30, 2002, and filed on November 14, 2002.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  that  indicates  that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and made a part  hereof  from the date of the filing of
such documents.
Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Executive Officers.

The Indiana Business Corporation Law permits an Indiana corporation to indemnify
its directors and officers from  liability for their conduct if such conduct was
made in good faith  with the  reasonable  belief  that such  conduct  was in the
corporation's  best  interest.  If the  individual  was not acting in his or her
official capacity with the corporation,  then  indemnification  is permitted for
good faith  conduct  made with the  reasonable  belief that such  conduct was at
least not opposed to the best interest of the corporation. Unless limited by its
articles of  incorporation,  a corporation must indemnify a director or officer,
who is wholly  successful in the defense of any proceeding to which the director
or  officer  is a  party  by  virtue  of  being a  director  or  officer  of the
corporation,  against  reasonable  expenses  incurred  in  connection  with  the
proceeding. Indemnification can be made in advance of the final disposition of a
proceeding if certain procedural requirements are met. An Indiana corporation is
permitted to purchase and maintain insurance on behalf of directors and officers
against  liability  asserted  against  them in that  capacity or arising from an
individual's  status as a director  or officer,  whether or not the  corporation
would have power to indemnify the individual  against the same  liability  under
the  Indiana  Business  Corporation  Law. In  addition,  the  shareholders  of a
corporation  may approve the  inclusion of other or  additional  indemnification
provisions in the articles of incorporation or by-laws.

The articles of incorporation of Interactive Motorsports and Entertainment Corp.
provide for the  indemnification  of directors and officers  against  reasonable
expenses  actually  incurred,  except in  relation  to any action in which it is
finally  adjudged that the director or officer is liable for willful  misconduct
or  recklessness  in  the   performance  of  corporate   duties.   In  addition,
indemnification  is permitted  for amounts  paid by  directors or officers  upon
judgment  and the  reasonable  costs  of  settlement  of any such  action,  if a
majority of a disinterested  committee of our board determines that such payment
or  settlement  is in our  interest  and  that the  director  or  officer  to be
reimbursed  did  not  engage  in any  act  constituting  willful  misconduct  or
recklessness in the performance of corporate duties.

Our bylaws provide for  indemnification of directors and officers to the fullest
extent available under then applicable law.

Item 7. Exemption from Registration Claimed.

Not applicable.
Item 8. Exhibits.

Exhibit Number

5.1      Opinion of Leagre Chandler & Millard LLP regarding legality of
         securities being offered, including consent
10.1     Consultant Compensation Agreement
23.1     Consent of David T. Thomson, P.C.

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 to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  Registration  Statement or any material
          change to such information in the Registration Statement.

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

     (3)  To file a post-effective  amendment to remove from registration any of
          the securities  being  registered that remain unsold at the end of the
          offering.

(b)  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
     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
     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 Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the  opinion  of  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.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Indianapolis, Indiana, on the 7th day of February, 2003.

INTERACTIVE MOTORSPORTS
AND ENTERTAINMENT CORP.

By /s/ William R. Donaldson
  ------------------------------
  William R. Donaldson, Chairman
  and Chief Executive Officer

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

Date: 2/7/2003
                                       /s/ William R. Donaldson
                                       -----------------------------------------
                                       William R. Donaldson, Chairman
                                       and Chief Executive Officer

Date: 2/7/2003
                                      /s/ Mark Paul
                                      ------------------------------------------
                                      Mark Paul, Vice President, Chief Financial
                                      Officer and Treasurer (and Principal
                                      Accounting Officer)

Date: 2/7/2003
                                      /s/ Carl Smith
                                      ------------------------------------------
                                      Carl Smith, Director

Date: 2/7/2003                        /s/ James Treadway
                                      ------------------------------------------
                                      James Treadway, Director

Date: _________
                                      ------------------------------------------
                                      Cary Agajinian, Director
EXHIBIT INDEX

        5.1      Opinion of Leagre Chandler & Millard LLP regarding legality of
                 securities being offered, including consent
        10.1     Consultant Compensation Agreement
        23.1     Consent of David T. Thomson, P.C.