AS FILED WITH THE SECURITIES AND
                      EXCHANGE COMMISSION ON JANUARY , 2002
                                NO. 33- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933



                            PHOENIX MEDIA GROUP, LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        NEVADA                                             33-0714007
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)


                           290 EAST VERDUGO, SUITE 207
                            BURBANK, CALIFORNIA 91502
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             TWO SERVICES CONTRACTS
                            (FULL TITLE OF THE PLANS)


                                              COPY TO:


RONALD R. IRWIN                                   CLAUDIA ZAMAN, ESQ.
290 EAST VERDUGO, SUITE 207                       20700 VENTURA BLVD. SUITE 227
BURBANK, CA 91502                                 WOODLAND HILLS, CA 91364
TELEPHONE (818) 563-3900                          TELEPHONE (818) 227-9494
FACSIMILE (818) 563-4888                          FACSIMILE (818) 227-9648








                                        1

<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                      PROPOSED
                                                                      MAXIMUM          PROPOSED
                               TITLE OF                               OFFERING          MAXIMUM          AMOUNT
     REGISTRATION           SECURITIES TO          AMOUNT TO         PRICE PER         AGGREGATE           OF
                                                       BE
    TITLE OF PLAN           BE REGISTERED          REGISTERED          SHARE           OFFERING           FEE
----------------------   --------------------   ----------------  ----------------  ---------------  --------------

<S>                      <C>                    <C>               <C>               <C>              <C>
   TWO (2) SERVICES         COMMON SHARES          1,000,000         $0.07 [1]        $70,000 [1]        $20.00
       CONTRACTS
</TABLE>

(FOOTNOTE)
[1] ESTIMATED PURSUANT TO RULE 457(C).


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION

ITEM 2.  REGISTRANT INFORMATION

         The  information  required  by Items 1 and 2 of Part I are not filed as
part of this Registration Statement pursuant to the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents of Phoenix Media Group,  Ltd. (the "Company"),
previously filed with the Securities and Exchange  Commission,  are incorporated
herein by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended June 30, 2002;

         2.       All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act of  1934  since  the end of the
                  fiscal year covered by the above  reference  to the  Company's
                  Annual Report on Form 10-KSB.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, prior to

                                        2

<PAGE>



the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference  in the  registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Certificate  of  Incorporation  of the Company  provides  that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:

         The corporation  shall, to the fullest extent  permitted by the Act, as
the same may be amended and  supplemented,  indemnify all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.

         Such right to indemnification or advancement of expenses shall continue
as to a person who has ceased to be a director,  officer,  employee, or agent of
the corporation,  and shall inure to the benefit of the heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

         Insofar as indemnification for liabilities arising under the Securities
Act 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  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  Company of expenses  incurred  or paid by a director  officer or
controlling person of the Company 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 Company 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>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         See the Index to Exhibits at Page 6 of this Registration Statement.

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 of 1933;

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

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such  information  in  the  Registration   Statement;
                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the Registration Statement
                           is on  Form  S-3 or  Form  S-8  and  the  information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed by the  registrant  pursuant  to  Section 13 or
                           Section 15(d) of this Securities Exchange Act of 1934
                           that   are   incorporated   by   reference   in   the
                           Registration Statement.

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

         (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 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  that  is  incorporated  by
         reference in this  Registration  Statement  shall be deemed to be a new
         registration  statement  relating to the securities offered herein, and
         the offering of such securities at the time shall

                                        4

<PAGE>



         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 Company pursuant to the foregoing  provisions  described
         under Item 6 above, or otherwise,  the Company 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 of 1933 and is, therefore, unenforceable. In the event that a claim
         for indemnification against such liabilities (other than the payment by
         the  Company of expenses  incurred  or paid by a  director,  officer or
         controlling  person of the  Company  in the  successful  defense of any
         action,  suit or  proceeding)  is asserted  against the Company by such
         director,   officer  or  controlling  person  in  connection  with  the
         securities being registered, the Company 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 of 1933 and will be governed by the final  adjudication
         of such issue.

                                        5

<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 the City of Spring Valley, State of California on January , 2002.



Phoenix Media Group, Ltd.


By: /s/ Ronald R. Irwin
         Ronald R. Irwin
         C.E.O. and Chairman



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on January __, 2002.




By: /s/ Ronald R. Irwin
         Ronald R. Irwin, C.E.O. and Chairman
         (Principal Executive Officer)

By: /s/ Wayne Smith
         Wayne Smith, Secretary/Treasurer
         (Principal Financial and Accounting Officer)


                                        6

<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT NUMBER             DESCRIPTION


5.1      Opinion of Claudia Zaman, Esq.

10.1     Consulting Agreement between
         Registrant and RMN Consulting, LLC
         dated January 17, 2003.

10.2     Consulting Agreement between
         Registrant and Barbara Matalon
         dated January 17, 2003.

23.1     Consent of Claudia Zaman,Esq.
         (Included in Exhibit 5.1)

23.2     Consent of Robison, Hill & Co.


                                        7
[{"type": "S-8", "sequence": "1", "filename": "forms8012403.txt", "secsgml_size_bytes": 13438}]
{"company-data": {"conformed-name": "PHOENIX MEDIA GROUP LTD", "cik": "0000899049", "assigned-sic": "7812", "irs-number": "330174007", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102752", "film-number": "03526504"}, "business-address": {"street1": "290 EAST VERDUGO", "street2": "STE 207", "city": "BURBANK", "state": "CA", "zip": "91502", "phone": "8185633900"}, "mail-address": {"street1": "290 EAST VERDUGO", "street2": "SUITE 207", "city": "BURBANK", "state": "CA", "zip": "91502"}, "former-company": {"former-conformed-name": "NATURAL SOLUTIONS LTD", "date-changed": "19930319"}}
AS FILED WITH THE SECURITIES AND
                      EXCHANGE COMMISSION ON JANUARY , 2002
                                NO. 33- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                            PHOENIX MEDIA GROUP, LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        NEVADA                                             33-0714007
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                           290 EAST VERDUGO, SUITE 207
                            BURBANK, CALIFORNIA 91502
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             TWO SERVICES CONTRACTS
                            (FULL TITLE OF THE PLANS)

                                              COPY TO:

RONALD R. IRWIN                                   CLAUDIA ZAMAN, ESQ.
290 EAST VERDUGO, SUITE 207                       20700 VENTURA BLVD. SUITE 227
BURBANK, CA 91502                                 WOODLAND HILLS, CA 91364
TELEPHONE (818) 563-3900                          TELEPHONE (818) 227-9494
FACSIMILE (818) 563-4888                          FACSIMILE (818) 227-9648

                                        1
CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                      MAXIMUM          PROPOSED
                               TITLE OF                               OFFERING          MAXIMUM          AMOUNT
     REGISTRATION           SECURITIES TO          AMOUNT TO         PRICE PER         AGGREGATE           OF
                                                       BE
    TITLE OF PLAN           BE REGISTERED          REGISTERED          SHARE           OFFERING           FEE
----------------------   --------------------   ----------------  ----------------  ---------------  --------------
TWO (2) SERVICES         COMMON SHARES          1,000,000         $0.07 [1]        $70,000 [1]        $20.00
       CONTRACTS
(FOOTNOTE)
[1] ESTIMATED PURSUANT TO RULE 457(C).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

ITEM 2.  REGISTRANT INFORMATION

         The  information  required  by Items 1 and 2 of Part I are not filed as
part of this Registration Statement pursuant to the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents of Phoenix Media Group,  Ltd. (the "Company"),
previously filed with the Securities and Exchange  Commission,  are incorporated
herein by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended June 30, 2002;

         2.       All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act of  1934  since  the end of the
                  fiscal year covered by the above  reference  to the  Company's
                  Annual Report on Form 10-KSB.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, prior to

                                        2
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference  in the  registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Certificate  of  Incorporation  of the Company  provides  that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:

         The corporation  shall, to the fullest extent  permitted by the Act, as
the same may be amended and  supplemented,  indemnify all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.

         Such right to indemnification or advancement of expenses shall continue
as to a person who has ceased to be a director,  officer,  employee, or agent of
the corporation,  and shall inure to the benefit of the heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

         Insofar as indemnification for liabilities arising under the Securities
Act 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  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  Company of expenses  incurred  or paid by a director  officer or
controlling person of the Company 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 Company 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
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         See the Index to Exhibits at Page 6 of this Registration Statement.

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 of 1933;

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

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such  information  in  the  Registration   Statement;
                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii) do not apply if the Registration Statement
                           is on  Form  S-3 or  Form  S-8  and  the  information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed by the  registrant  pursuant  to  Section 13 or
                           Section 15(d) of this Securities Exchange Act of 1934
                           that   are   incorporated   by   reference   in   the
                           Registration Statement.

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

         (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 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  that  is  incorporated  by
         reference in this  Registration  Statement  shall be deemed to be a new
         registration  statement  relating to the securities offered herein, and
         the offering of such securities at the time shall

                                        4
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 Company pursuant to the foregoing  provisions  described
         under Item 6 above, or otherwise,  the Company 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 of 1933 and is, therefore, unenforceable. In the event that a claim
         for indemnification against such liabilities (other than the payment by
         the  Company of expenses  incurred  or paid by a  director,  officer or
         controlling  person of the  Company  in the  successful  defense of any
         action,  suit or  proceeding)  is asserted  against the Company by such
         director,   officer  or  controlling  person  in  connection  with  the
         securities being registered, the Company 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 of 1933 and will be governed by the final  adjudication
         of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Spring Valley, State of California on January , 2002.

Phoenix Media Group, Ltd.

By: /s/ Ronald R. Irwin
         Ronald R. Irwin
         C.E.O. and Chairman

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on January __, 2002.

By: /s/ Ronald R. Irwin
         Ronald R. Irwin, C.E.O. and Chairman
         (Principal Executive Officer)

By: /s/ Wayne Smith
         Wayne Smith, Secretary/Treasurer
         (Principal Financial and Accounting Officer)

                                        6
INDEX TO EXHIBITS

EXHIBIT NUMBER             DESCRIPTION

5.1      Opinion of Claudia Zaman, Esq.

10.1     Consulting Agreement between
         Registrant and RMN Consulting, LLC
         dated January 17, 2003.

10.2     Consulting Agreement between
         Registrant and Barbara Matalon
         dated January 17, 2003.

23.1     Consent of Claudia Zaman,Esq.
         (Included in Exhibit 5.1)

23.2     Consent of Robison, Hill & Co.

                                        7