AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON NOVEMBER 8, 2000


                                                REGISTRATION NO. 33-____________




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

                              ____________________


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              ____________________


                              PAYFORVIEW.COM CORP.
             (Exact Name of Registrant as Specified in Its Charter)


           NEVADA                                     91-1976310
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)


                         509 Madison Avenue, 16th Floor
                               New York, NY 10022
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                      Consulting and Employment Agreements
                            (Full Title of the Plan)
                              ____________________

                                 Marc A. Pitcher
                         509 Madison Avenue, 16th Floor
                               New York, NY 10022
                                 (212) 605-0150
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

                                        1

<PAGE>

                         CALCULATION  OF  REGISTRATION  FEE


<TABLE>
<CAPTION>
<S>                      <C>           <C>                           <C>                        <C>

Title of Securities      Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered         Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,               3,345,000       $0.16                         $ 535,200              $ 141.29
par value $0.0001(2)


TOTAL REGISTRATION FEE      3,345,000       $0.16                         $ 535,200              $ 141.29

</TABLE>


(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee pursuant to Rule 457(c) based on the closing price as reported
on  the  Pink  Sheets  on  October  30,  2000.

(2)     Represents shares of Common Stock issued to consultants and employees of
the Company.  Please refer to the Selling Shareholders section of this document.

                                        2

<PAGE>

                                EXPLANATORY NOTE

PayForView.com  Corp  ("PAYV")  has  prepared  this  Registration  Statement  in
accordance  with  the requirements of Form S-8 under the Securities Act of 1933,
as  amended  (the  "1933  Act").

Under cover of this Form S-8 is a Reoffer Prospectus PAYV prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and resales of up to 3,345,000 shares of common stock
acquired  by  the  selling  shareholders.

                                        3

<PAGE>

                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

PAYV  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the "1933 Act").   PAYV does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        4

<PAGE>

                               REOFFER PROSPECTUS

                               PAYFORVIEW.COM CORP
                         509 MADISON AVENUE, 16TH FLOOR
                               NEW YORK, NY 10022

                        3,345,000 SHARES OF COMMON STOCK


The  shares of common stock, $0.0001 par value per share, of PayForView.com Corp
("PAYV"  or  the "Company") offered hereby (the "Shares") will be sold from time
to time by the individuals listed under the Selling Shareholders section of this
document  (the  "Selling  Shareholders").  The Selling Shareholders acquired the
Shares  pursuant  to  compensatory  benefit  plans for consulting and employment
services  that  the  Selling  Shareholders  provided  to  PAYV.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices or in negotiated transactions.  PAYV will not receive
proceeds  from  the  sale of any of the Shares.  PAYV is paying for the expenses
incurred  in  registering  the  Shares  except  that  certain  of  the  Selling
Shareholders  are  providing  the legal expenses required for such registration.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

PAYV's  common  stock  is  currently  traded on the Pink Sheets under the symbol
"PAYV".
                              ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  14.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________


                                November 6, 2000

                                        5

<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information . . . . . .  .          6
Incorporated  Documents         . . . . . . . . . . . .          6
The  Company                    . . . . . . . . . . . .          8
Risk  Factors                   . . . . . . . . . . . .          14
Use  of  Proceeds               . . . . . . . . . . . .          19
Selling  Shareholders           . . . . . . . . . . . .          19
Plan  of  Distribution          . . . . . . . . . . . .          20
Legal  Matters                  . . . . . . . . . . . .          20
Experts                         . . . . . . . . . . . .          20
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

PAYV is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows PAYV to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.


                                        6

<PAGE>

PAYV's  Current Report on Form 8-K/A, filed with the SEC on October 25, 2000, is
incorporated  herein  by  reference.  In  addition,  all  documents  filed  or
subsequently  filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information  the  Reoffer Prospectus incorporates).  Requests should be directed
to  the Chief Financial Officer of PAYV, at PAYV's executive offices, located at
509  Madison Avenue, 16th Floor, New York, NY 10022.  PAYV's telephone number is
(212)  605-0150.

                                        7

<PAGE>

                               THE  COMPANY

FORMATION  OF  COMPANY.

     PayForView  was  organized  on  August 26, 1988, under the name Sierra Gold
Corporation  and  under  the  laws  of  the  State of Nevada.  PayForView had no
operations  at that time and as such was considered a development stage company.

     PayForView  commenced  trading  on  the  National Association of Securities
Dealers  (NASD) OTC Bulletin Board on December 21, 1998 under the trading symbol
SIRG.

     On  January  4th, 1999 the name of PayForView was changed to PayForView.com
under  the  trading  symbol  PAYV.

DESCRIPTION  OF  BUSINESS.

     PayForView,  headquartered  in  New  York  with  satellite  offices  in Los
Angeles,  California  and Vancouver, Canada, is an integrated online and offline
content  company  that  creates  and  acquires  events  and  information-based
programming  and  delivers  that  content  on a pay-for-view and free basis.  We
produce  and  own programming and distribute it through new media (the Internet)
and  old  media  (broadcast,  DBS and cable television).  In this manner, we are
able to generate revenues from traditional sources while we build a strong brand
in the Internet space in preparation for an expanding broadband universe and the
upcoming  convergence  of  old  media  with  new  media.

     We  continue  to  enter  into  alliances  with entertainment and technology
companies  that  provide elements needed for the completion of our plans.  These
companies  include those providing Internet-related technical support, filmed or
live  programming,  recorded  music  and  sports  related  programming.

     Our  executive  offices  are located at 509 Madison Avenue, Suite 1610, New
York,  New  York  10022,  and  our  telephone  number  is  (212)  605-0150.

PAYFORVIEW.COM  WEBSITE.

     Our  website,  hosted by SofTV, a leader in streaming media in the emerging
broadband E-Commerce market, provides users with a unique and vibrant interface.
The  core of the site is an embedded streaming media window, where the "primary"
content,  consisting  of  live events, archival entertainment and promos will be
displayed.  Surrounding  the  window is a selection of "parallel" content areas,
where dynamic and compelling information coincides with and enhances the primary
content.  The  beta  version of the website was launched on April 26, 2000, when
the  Company  offered  its  first  boxing  event.

     Our  leading-edge  technology  allows  video  to contain "triggers" whereby
text,  photos  and  images are seen at specific times when a trigger is released
simultaneously  to  the  streaming  video.  This  innovative development is both
interesting  to  the  viewer  and  a  benefit  to  sponsors.


                                        8

<PAGE>

     Since  the  launch of our beta web site in April 2000, we have broadcast an
International  Woman's  Boxing  Championship  event,  two  Ultimate  Fighting
Championship  events  with  a  contract  for  at least one more, a live stand-up
comedy  event  and  two  international  soccer  events including the USA Woman's
soccer  team  vs.  Norway  match,  web-cast  July  30th,  2000.

     We  will also acquire, distribute and sell filmed entertainment online and,
through  our  Voyager  Film  Sales subsidiary, in the traditional manner through
existing  relationships  with  distributors  and  content  providers.

STRATEGIC  ALLIANCES.

     We  have  entered  the marketplace through alliances with entertainment and
technology  companies  that  provide  elements  needed for the completion of our
plans.  These  companies  include
those  providing Internet related technical support, filmed or live programming,
recorded  music and sports related footage.  This creates a vertical integration
of  entertainment-related  products and Internet expertise, which will establish
our  base  of  operations  and  cash  flow.

TECHNOLOGY  PROVIDERS.

     We  have  aligned  ourselves  with  various quality technology providers to
provide  essential  streaming  video,  web  casting  and  supporting  services.

InterVu/Akamai

     InterVu  (which was purchased by Akamai in early 2000) is a streaming media
service  provider  working  to  make  the Internet a viable broadcast medium for
entertainment,  business  and  education.

     Akamai  has the technical expertise and distributed server network to allow
us  to  reliably  deliver  programming  via  the Internet.  Akamai has developed
proprietary  technology  that allows us to manage broadcast streams in real time
and  gives  us  access  to  critical  information  about  its video database and
streaming  files.

     Through  its  own distributed broadcast network, Akamai can provide us with
reliable  and  efficient  connectivity to the Internet, using a premier Internet
infrastructure  built  on  a  high-speed  backbone  and  high-speed links to the
Internet.

SofTV

     SofTV  is a leading-edge Canadian-based Internet developer\ specializing in
video  streaming  and  interactive  content  based  on  broadcast  applications.
SofTV's  patent  pending  technology  allows
web  site  publishers to combine the emotional impact of video with the power of
images,  text  and  graphics.  SofTV  has  created  and also hosts our web site.

                                        9

<PAGE>

BANDWIDTH  GROWTH.

     In  order  to  view  good  quality  film and video files over the Internet,
subscribers  will  require  a  cable  modem,  DSL  or  comparable high-bandwidth
connection.  Research  indicates  that  cable  companies  will  be  the  leading
provider  of  residential  broadband  service.  By  2004, the industry expects a
total  of  31.8  million  North American subscribers with high-bandwidth access.

     The  following table identifies current and expected trends in the adoption
of  high  bandwidth  Internet  access.  These high-end bandwidth users represent
computer  users  with  the capacity to use services provided by us (Source: Paul
Kagen  and  Associates)

Year      Cable  Modem           DSL  Subscriber      Total  High
          Users                  Users                Bandwidth  Users

1999       1,460,000            420,000                  1.880,000
2000       3,600,000          2,400,000                  6,000,000
2001       7,590,000          4,170,000                 11,760,000
2002      12,950,000          7,090,000                 20,040,000
2003      15,840,000         10,590,000                 26,430,000
2004      18,980,000         12,910,000                 31,890,000

     A  quickening  pace of development in both technology and content available
to users of the World Wide Web parallels this increase in Internet access speed.
New  technologies  such  as video and audio streaming enable the creation of new
forms  of  content,  combining  aspects  of  traditional,  narrowband web design
(including  text,  graphics,  and  hyper-links)  with the video-based production
concepts  of  television.  While  this  market  is growing rapidly, it presently
accounts  for  a  small  percentage  of  the  Internet  users  online  today.
Accordingly,  most  companies  involved  in  the  development  of technology and
content  for  the  Web are focusing on solutions that are intended to provide an
acceptable experience for the predominant narrowband customer, while offering an
improved  version  of  the  same  experience  to  broadband  users.

BANDWIDTH  ISLANDS.

     In  the  marketplace,  we  have  identified  companies which we describe as
"Bandwidth Islands".  These are organizations whose primary business is the sale
and service of bandwidth and related services to end users, both residential and
commercial.  Each  of  these Islands has a built in subscriber base, and instant
access  through  their  database  to  the  high  bandwidth  users  which  we are
targeting.

                                       10

<PAGE>

     In selling high bandwidth services to homes, one of the challenges faced by
the  Islands  is  content.  Consumers,  while  attracted  to  the extra speed in
Internet surfing possible with higher bandwidth, generally question the value of
upgrading  to higher bandwidth at higher cost when, to date, there is not enough
content  on the net for which high bandwidth is required.  By collecting content
and  creating  and perfecting a delivery and tracking mechanism, we will be able
to  offer  the  Islands  the  content  with  which  they will be able to attract
additional high band width customers, and keep the ones they have on line and on
our  subscriber  list.  Additionally,  by  retaining  control of the content and
delivery  system,  we  intend  to  sell advertising during our programming, thus
offering  the  Island  an  additional  source  of  revenue.

GROWTH  OF  ONLINE  COMMERCE.

     The  Internet  is dramatically affecting the methods by which consumers and
businesses  are  buying  and  selling  goods and services.  The Web provides the
ability  to  reach a global audience and to operate with minimal infrastructure,
reduced  overhead and greater economies of scale, while providing consumers with
a  broad  selection, increased pricing power and unparalleled convenience.  As a
result,  a  growing  number  of  consumers  are transacting business on the Web,
including buying consumer goods, trading securities, paying bills and purchasing
airline tickets. International Data Corporation estimates that approximately 28%
of  Web  users  purchased  goods  or  services  over  the  Web  in 1998 and that
approximately  40%  of  Web  users  will make online purchases in 2002.  Jupiter
Communications  estimates  that  retail consumer purchases of goods and services
over  the  Internet
will  increase  from  $5.0 billion in 1998 to $29.4 billion in 2002.  We believe
that  as  electronic  commerce  expands,  advertisers  and direct marketers will
increasingly use the Web to advertise products, drive traffic to their websites,
attract  customers  and  facilitate  transactions.

GROWTH  OF  INTERNET  ADVERTISING.

     The  Web  is  evolving  into an important medium for advertisers due to its
interactive  nature,  global  reach,  rapidly  growing audience and the expected
increase  in  online commerce.  Unlike more traditional advertising methods, the
Web  gives advertisers the potential to target advertisements to broad audiences
or to selected groups of users with specific interests and characteristics.  The
Web  also  allows  advertisers and direct marketers to measure the effectiveness
and  response  rates  of  advertisements  and  to  track  the  demographic
characteristics of Web users.  The interactive nature of Web advertising enables
advertisers  to  better  understand  potential customers, and to change messages
rapidly  and  cost  effectively  in  response  to  customer behavior and product
availability.

     We  anticipate  a  significant  increase  in  online advertising. Forrester
Research  estimates  that  the  dollar value of Internet advertising in the U.S.
will increase from $1.3 billion in 1998 to $10.4 billion in 2003, representing a
52%  compounded annual growth rate. International online ad spending is expected
to  grow  from $0.2 billion in 1998 to $4.7 billion in 2003, representing an 87%
compounded  growth rate. By comparison, Broadcasting & Cable estimates that $130
billion  was  spent  in  1998  on  traditional  media  advertising  in the U.S.,
including  television,  radio,  outdoor  and print.  Until recently, the leading
Internet  advertisers  have  been  technology  companies, search engines and Web
publishers.  However,  many  of  the  largest  advertisers utilizing traditional
media,  including  consumer products companies and automobile manufacturers, are
expanding  their  use of online advertising.  We believe that online advertising
will  continue  to  capture an increasing share of available advertising dollars
and  that  this  trend  will  drive  demand  for  online  ad  inventory  and for
sophisticated  Internet  advertising  solutions.

     Driven  by the growing online population, the rise in time spent online and
increasing digital commerce adoption, online advertising revenues have surpassed
outdoor  advertising  and  will  exceed  spending  for  cable  advertising.


                                       11

<PAGE>

REVENUE  STREAMS.

     Although  we  have  a  transaction/advertising  revenue  model it is unlike
traditional  websites  that  offer only one or two of these revenue streams.  We
have  numerous  methods  to  capitalize  on
its  exclusive  branding, image and content.  We will derive our revenue streams
from  the  following  sources:

-Live  Events

     Users  pay  an  online  fee  for  a  one-time  viewing of select live event
programming.  Users  pay a fee of $1.99 to $4.95 depending on the exclusivity of
the  event.  For  example,  the  Ultimate  Fighting  Championship  event  that
PayForView  offered  on  June  9,  2000  was only seen on the our website and on
Direct  Broadcast  Satellite  (DBS).  It  was  not  on  either  network or cable
television.

-Archival  Events

     In  the  future,  users  will  be charged an online transactional fee for a
one-time  viewing  of  an archived event program.  The archival programming will
consist  of  classic  sports  events,  major  boxing  matches,  films,  comedy
performances,  etc.  The  charge for these events will range from $.49 to $1.99.
These  events  are  at  the convenience of the viewers, at the time they wish to
view  them.

-Advertising

     Since  PayForView.com is a very "sticky" site, one where a user resides for
a  lengthy period of time, advertisers will pay to have their advertising served
and tracked on our website.  These advertisers will be on the website the length
of  time  users  view  either the free entertainment information, which might be
upwards  of  a  half  hour,  or  a live event, which they will watch for several
hours.

-E-Commerce

     Users may purchase merchandise specifically related to event programs, both
live  or  archived from our e-commerce shop.  Merchandise pertaining to our free
entertainment  and  sports  information  will  also  be  offered.  We  are  in
discussions  to  partner  with  several  retailers  that  offer  event  related
merchandise.

-On-line  Syndication

     We  will  capitalize  on  the  lack  of  quality  entertainment  produced
specifically  for on-line viewing.  At this time, there are a number of Internet
companies  who are streaming video who are in need of the type of programming we
are creating and acquiring.  Our executive team, with experience and contacts in
event production, sees an excellent opportunity to become an on-line provider of
video based events to emerging Internet based streaming media companies.  We are
well  positioned  as  a  one-stop,  turnkey provider of compelling, entertaining
content.

                                       12

<PAGE>

-Sales  to  Traditional  Media

     During  the  rollout  of  the  Broadband  universe,  some  of  our acquired
programming  will be sold to traditional media such as DBS and cable television.
This  allows  for  revenue  generation  of
a  magnitude  greater  than  the  present  Broadband  universe  allows.

-VHS/DVD  Sales

     Since  we acquire programming, we will negotiate with international VHS/DVD
distributors  to release the product in brick-and-mortar and electronic commerce
distribution  avenues  to
gain  additional  revenue.

COMPETITION.

     Perhaps  closest  to  our business model is www.centerseat.com.  Similar in
design  and  concept, Center Seat offers a wide variety of online entertainment,
but does not charge for online programming.  The firm also does not deliver live
events  nor  does  it offer chat room functionality.  Moreover, Center Seat does
not  presently  offer  rich  media  advertising  as  does  PayForView.

     Kanakaris  Wireless  Inc.,  (OTC BB: KKRS) www.kanakaris.com, offers online
pay-per-view  movies,  downloadable  books  and  related  e-commerce.

     House  of  Blues,  www.hob.com,  offers live and archival music events that
appear  at  the  House  of  Blues  venues  and  also  offers related e-commerce.

     Our  approach differs from the above through diversification.  By having an
interest in a record label, sports and event alliances and a film production and
sales  division,  PayForView  is
in  a  position  to create revenue from non-Internet sources while also creating
the  content  it  intends  to  broadcast  on  the Internet.  By including music,
sports,  comedy  and  other live events, and utilizing an embedded video window,
triggered  parallel  content  and  rich  media advertising, we are attempting to
differentiate  ourselves  from  our  competitors.

                                       13

<PAGE>

                             RISK  FACTORS

     In this section we highlight some of the risks associated with our business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

NO  SIGNIFICANT  OPERATING  HISTORY

     We do not have any significant operating history upon which to evaluate our
future performance. As there is no lengthy history of operations, investors will
be  unable to assess future operating performance or future financial results or
condition by comparing these criteria against their past or present equivalents.
Future revenues are expected to be derived from the sale of media content on our
Web  sites  and  from  commissions  on  electronic commerce transactions between
viewers  and  advertisers.  We will only be able to attract content providers or
advertisers  to  our  Web  sites if we can develop and maintain a viewer base of
sufficient  size  and  economic means to offer prospective content providers and
advertisers  meaningful marketing opportunities for their products and services.

WE  EXPECT  TO  INCUR  CONTINUED  LOSSES

     We  expect  to incur losses on both a quarterly and an annual basis for the
foreseeable  future  and  cannot  assure  investors  that  we  will ever achieve
profitability.

WE  RELY  ON THE WIDESPREAD ACCEPTANCE OF THE INTERNET AS A VIABLE ENTERTAINMENT
ALTERNITIVE

     Our  success  will depend upon market acceptance of streaming technology as
an  alternative  to  broadcast television. Without streaming technology, viewers
proposed  on-demand programming would not be able to initiate playback until the
programming  was  downloaded  in  its entirety, resulting in significant waiting
times.

     The  acceptance  of  streaming  technology  will  depend  upon  a number of
factors,  including:

-  market  acceptance  of streaming players such as Microsoft's Windows Media
   Player  and  RealNetworks'  RealPlayer.
-  technological  improvements  to  the  Internet  infrastructure, such as an
   increase in generally available bandwidth, to allow for improved video and
   audio quality  and  a  reduction  in  Internet  usage  congestion.
-  the  ability  of Internet users to acquire sufficient skill and experience
   to  download  and  operate  streaming  players.
-  reconfiguration of older Web browsers to handle the inclusion of streaming
   players.


                                       14

<PAGE>

     Acceptance  of the Internet among content providers, distributors, studios,
television  networks,  such  as sports programmers and advertising agencies will
also depend to a large extent on the level of Internet use by consumers and upon
growth  in  the  commercial use of the Internet. Because global commerce and the
on-line  exchange  of  information is new and evolving, we are unable to predict
with  any  assurance  whether  the Internet will prove to be a viable commercial
marketplace  in  the long term. Prospective revenues would be adversely affected
if  widespread  commercial  use  of  the  Internet  does  not  develop  or  is
substantially  delayed,  or if the Internet does not develop as an effective and
measurable  advertising  medium.

WE  RELY  ON  THE  DELIVERY  OF  CONTENT  PROVIDED  BY  THIRD  PARTIES

     We  anticipate deriving revenues from the sale of various types of content,
generally  created  by  third  parties,  over  the  Internet.  Internet  product
delivery,  particularly  utilizing  streaming  video  technology,  is  a new and
rapidly evolving industry whose demand and market acceptance has not as yet been
proven.  Furthermore,  standards  have  not  as yet been widely accepted for the
measurement  of  the  effectiveness  of  Web-based  media  services  delivery.

     Our  ability  to  generate  revenue  will  depend upon a number of factors,
including:

-   pricing  of  content  delivered  by  other  Web  sites.
-   the  amount  of  traffic  on  our  proposed  Web  sites.
-   our  ability  to  demonstrate  user  demographic  characteristics that are
    attractive  to  content  providers.
-   the  establishment  of desirable production and programming relationships.

WE  RELY  ON  OUR  ABILITY  TO  DESIGN  A SUCCESSFUL E-COMMERCE COMPONENT OF OUR
BUSINESS

     In  addition  to  media  content delivery and advertising, another intended
source  of  revenue  is  from  electronic  commerce tie-ins. E-commerce has only
recently  begun  to  develop and is rapidly evolving. As is typical in a new and
rapidly  evolving industry, demand and market acceptance for recently introduced
services  and  products  are  subject to uncertainty. Consumer satisfaction from
shopping  over the Internet has been mixed there is no assurance that e-commerce
will  continue  to  grow.  Our ability to derive revenues from arrangements with
eBcommerce  businesses and to deliver acceptable programming content will depend
upon  a  number  of  factors  including:

-   acceptance  by the general public of the Internet as a convenient and safe
    shopping  forum.
-   the  offer  of  quality  products  at  competitive  prices.
-   our  ability  to attract viewers and direct such viewers to our e-commerce
    business  tie-ins.

STREAMING  SOFTWARE  MUST  BE  USED  TO  VIEW  OUR  CONTENT

     At  present,  prospective  viewers  can download streaming software off the
Internet,  in  most instances at no charge. There is no assurance that streaming
software  will  continue  to  be made available to the public free of charge. If
users are charged to acquire streaming software, streaming technology may not be
widely  accepted  by  Internet  users.

                                       15

<PAGE>

INTERNET AND TELECOMMUNICATIONS INFASTRUCTURE DISRUPTIONS COULD ADVERSELY AFFECT
OUR  BUSINESS

     Internet infrastructure failures or disruptions caused by increased traffic
on  the  Web,  technical  difficulties,  vandalism  or  acts of God, among other
factors,  may impede our ability to transmit streaming video content to viewers.
Repeated  failures  or disruptions may result in viewer dissatisfaction with the
Internet  as a viewing medium, which may lead to a diminution of our viewer base
and a resultant impairment of our ability to generate advertising and e-commerce
transaction  revenues.

     We  will  have  to  rely  on  local  and  long-distance  telecommunications
companies  to  provide  data  communications  capacity.  These  providers  may
experience service disruptions or have limited capacity, which could disrupt the
provision  of  streaming video content to viewers. We may not be able to replace
or  supplement these services on a timely basis, if at all. In addition, because
we must rely on third-party telecommunications services providers for connection
to  the  Internet,  we  may  not  be  able  to  control  decisions regarding the
availability  of,  or  our  access  to,  services  at  any  given  time.

OUR  TECHNOLOGY  IS  LICENCED  FROM  A  THIRD  PARTY

     We have licensed from a third party our streaming technology, and we intend
to  continually  improve  upon the use of this technology via relationships with
other  companies in the marketplace. We intend to license such technology and/or
improvements  from  companies in order to deliver our content over the Internet.
We  cannot  be  assured  that  we  will  be  able  to  do  so.

WE  RELY  ON  OUR  MANAGEMENT  TEAM  AND  EMPLOYEES

     Our  success  will  depend  to  a  large  degree  upon  the  efforts of our
management,  technical  and marketing personnel. Our success will also depend on
our ability to attract and retain additional qualified management, technical and
marketing  personnel.  Hiring  employees  with  the  combination  of  skills and
attributes  required  to  carry out the strategy is extremely competitive. We do
not have "key person" life insurance policies upon any of our of our officers or
other  personnel.  The  loss  of  the services of key personnel together with an
inability  to  attract qualified replacements could adversely affect prospective
growth.

THE  INTERNET  STREAMING  BUSINESS  IS  HIGHLY  COMPETITIVE

     We  will  compete for both viewers and advertisers with numerous larger and
well-financed  companies.  These  include:

-   other  Web sites, Internet access providers and Internet broadcasters that
    provide  content  to  attract  users.
-   On-line  services,  other  Web site operators and advertising networks, as
    well  as  traditional media such as television, radio and print for a share
    of available  media  content  suitable  for  distribution via the Internet,
    and for advertisers'  total  advertising  budgets.
-   traditional  media  such  as broadcast television, cable television, radio
    and  print  with  international  content.

                                       16

<PAGE>

     To  compete  successfully,  we will have to provide sufficiently compelling
and  popular content to generate users and support advertising intended to reach
such  users.  We  believe  that  the principal competitive factors in attracting
Internet  users  include  the  quality of service and the relevance, timeliness,
depth  and  breadth  of  content  and  services  offered.

     We  also  expect to compete with on-line services, other Web site operators
and advertising networks, as well as traditional media such as television, radio
and  print  for  a  share  of  advertisers'  total  advertising  budgets.

     The  principal  competitive  factors  for  attracting  advertisers  include

-   the  number  of  users  accessing  our  Web  sites.
-   the  demographics  of  prospective  users.
-   Our  ability  to  deliver focused programming and advertiser interactivity
    through  our  Web  sites.
-   the  overall  cost-effectiveness  and value of advertising on our network.
-   our  ability  to  achieve  recognition  of  the  PayForView.Com  name.

UNCERTAINTIES  REGARDING INTERNATIONAL EXPANSION MAY ADVERSELY AFFECT OUR GROWTH

     Our  intended  establishment  of operations in foreign countries and hiring
freelance  media  providers  will  entail  significant  expenditures  and  some
knowledge  of  each  country's  national and local laws, including tax and labor
laws.  Furthermore,  there  are  certain  risks  inherent in conducting business
internationally,  including,  among  others,  regulatory  requirements,  legal
uncertainty  regarding  liability, difficulties in staffing and managing foreign
operations,  longer  payment  cycles,  different  accounting practices, currency
exchange  rate  fluctuations,  tariffs  and  other  trade  barriers,  political
instability  and  potentially  adverse  tax  consequences,  any  of  which could
adversely  affect  growth  opportunities.

WE  RELY  ON  COPYRIGHTS,  TRADE  SECRETS  AND  INTELLECTUAL  PROPERTY

     Copyrights, trade secrets and similar intellectual property are significant
to our growth and success. We rely upon a combination of copyright and trademark
laws, trade secret protection, confidentiality and non-disclosure agreements and
contractual  provisions  with  our employees and with third parties to establish
and protect proprietary rights. We have applied for federal trademark protection
for  "PayForView.Com"  and  intend to apply for federal trademark protection for
all domain names used in the PayForView.Com network. Legal standards relating to
the  validity,  enforceability  and  scope  of protection of certain proprietary
rights  in  Internet-related industries are uncertain and still evolving. We are
unable  to  assure  investors  as to the future viability or value of any of our
proprietary  rights or those of other companies within the industry. We are also
unable  to  assure  investors that the steps taken to protect proprietary rights
will  be  adequate.  Furthermore,  we  can  have  no assurance that our proposed
business  activities will not infringe upon the proprietary rights of others, or
that  other  parties will not assert infringement claims against the registrant.


                                       17

<PAGE>

WE  WILL  REQUIRE  SUBSTANTIAL ADDITIONAL FUNDING TO CARRY OUT OUR BUSINESS PLAN

     We  will  require  substantial  additional financing in order to expand our
content  and  to  become  a  meaningful  competitor  in  the  Internet broadcast
industry. There is no assurance that such financing will be available. Moreover,
if  additional capital is raised through borrowing or other debt financing, this
would  incur  interest  expense.

WE  ARE  SUBJECT  TO  LAWS  AND  REGULATIONS  REGARDING  THE  INTERNET

     Although  there  are currently few laws and regulations directly applicable
to  the  Internet  it is likely that new laws and regulations will be adopted in
the  United States and elsewhere covering issues as music licensing, copyrights,
privacy,  pricing,  sales  taxes  and  characteristics  and  quality of internet
services.  The  adoption of restrictive laws and regulations could slow Internet
growth  or  its  use  as  a  commercial  or  advertising  medium.

WE  ARE  THE  SUBJECT  OF  PENDING  LITIGATION

     We  are  the subject of pending litigation. (See previously filed 8-K under
heading "Legal Proceedings") The cost of prosecuting and defending these actions
or  the  cost of a settlement or award of damages, if any, could have a material
adverse  effect  on  our business, prospects, results of operations or financial
condition

OUR  AUDITOR'S  REPORT  CONTAINS  "GOING  CONCERN"  LANGUAGE

     The  auditor's  report  for  our  financial  statements  for the year ended
December  31,  1999  states  that  because of recurring operating losses and our
continued  experience  of  negative  cash  flows  from  operations,  there  is
substantial  doubt  about  our  ability  to  continue  as  a  going  concern.  A
"going-concern"  opinion  indicates  that  the  financial  statements  have been
prepared  assuming  we  will  continue as a going-concern and do not include any
adjustments  to  reflect  the  possible future effects on the recoverability and
classification  of  assets or the amounts and classification of liabilities that
may  result  from  the  outcome  of  this  uncertainty.

                                       18

<PAGE>

                               USE  OF  PROCEEDS

We  will not receive any of the proceeds from the sale of shares of common stock
by  the  Selling  Shareholders.

                              SELLING SHAREHOLDERS

The Shares of PAYV to which this Reoffer Prospectus relates are being registered
for  reoffers  and  resales by the Selling Shareholders, who acquired the Shares
pursuant  to a compensatory benefit plan with PAYV for consulting and employment
services  they provided to the Company. The Selling Shareholders may resell all,
a  portion,  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to the Company the number of Shares owned, the number of
Shares  registered  by  this  Reoffer  Prospectus  and the number and percent of
outstanding  Shares  that  will be owned after the sale of the registered Shares
assuming  the  sale  of  all  of  the  registered  Shares.

<TABLE>
<CAPTION>
<S>                <C>                                <C>               <C>                <C>
                                                                                           % of Shares
                    Number of                      Number of Shares                        Owned by
Selling             Shares Owned                   Registered by       Number of Shares    Shareholder
Shareholders        Before Sale                    Prospectus          Owned After Sale    After Sale (2)
-----------------   ------------------           -----------------    ----------------  ----------------

M. Richard Cutler       332,400 (1)                   184,200               148,200            0.3%

Brian A. Lebrecht        99,200                        53,600                45,600            0.1%

Vi Bui                   74,400                        33,500                28,500            0.0%

James Stubler            62,000                        33,500                28,500            0.0%

Samuel Eisenberg         33,500                        33,500                   0              0.0%

Sid Amira             2,500,000                       700,000             1,800,000            3.1%

Nic Meredith            700,000                       700,000                   0              0.0%

Warren Wayne            700,000                       700,000                   0              0.0%

Marc Pitcher            700,000                       700,000                   0              0.0%

Frank Levine            100,000                       100,000                   0              0.0%

Fraser Barnes           100,000                       100,000                   0              0.0%

     TOTALS           5,401,500                     3,338,300             2,050,800            3.5%

</TABLE>



(1)  Of  such  shares,  148,200 are held by MRC Legal Services, LLC.  M. Richard
Cutler  is  the  beneficial  owner  of  MRC  Legal  Services,  LLC.

(2) Calculated based on an aggregate of 58,940,667 shares of common stock issued
and  outstanding  as  of  November  3,  2000.



                                       19

<PAGE>

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Dieterich  &  Associates.

                                     EXPERTS

The  balance  sheet  as  of  December  31,  1999,  and  the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended and the cumulative consolidated statement of operations and cash flows for
the  period  April  6,  1998  (inception)  through  December  31, 1999 have been
incorporated  by  reference  in  this  Registration Statement in reliance on the
report of Grant Thornton LLP, independent certified public accountants, given on
the  authority  of  that  firm  as  experts  in  accounting  and  auditing.

The  balance  sheet  as  of  December  31,  1998  and  the  related consolidated
statements  of  operations,  changes in stockholders' equity, and cash flows for
the  period  from  incorporation on April 6, 1998 to December 31, 1998 have been
incorporated  by  reference  in  this  Registration Statement in reliance on the
report  of  Davidson  & Company, independent auditors, given on the authority of
that  firm  as  experts  in  accounting  and  auditing.

                                       20

<PAGE>

                                     PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Current  Report  on  Form 8-K/A filed with the SEC on
October  25,  2000.

(ii)     All  other  reports  and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Dieterich  &  Associates.

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 liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".


                                       21

<PAGE>

ITEM  8.  EXHIBITS

3.1      Articles  of  Incorporation  of  the  Registrant,  as  amended
         (incorporated  by  reference).

3.2      Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1      Opinion  of  Dieterich  &  Associates,  counsel  to the Registrant,
         regarding  legality  of  securities  being  registered.

23.1     Consent  of  Dieterich  & Associates  (included  in  Exhibit  5.1).

23.2     Consent  of  Grant  Thornton  LLP,  independent  certified  public
         accountants.

23.3     Consent  of  Davidson  &  Company,  independent  auditors.

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,  represent  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, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the 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  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

                                       22

<PAGE>

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

(b)     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.

(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 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  Securities Act and will be governed by the final
adjudication  of  such  issue.


                                       23
<PAGE>
                                    SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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 New York, State of New York, on November 6, 2000.



                                                  PayForView.com  Corp

                                                  /s/ Marc A. Pitcher
                                                  By:  Marc  A.  Pitcher
                                                  Its:  President  and  Director



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


/s/ Mark A. Pitcher
________________________________               President  and  Director
Mark  A.  Pitcher


/s/ Dan Scott
________________________________               Director
Dan  Scott


/s/ Scott Shultz
________________________________               Director
Scott  Shultz

                                       24
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 56314}]
{"company-data": {"conformed-name": "PAYFORVIEW COM CORP /NV/", "cik": "0001093986", "assigned-sic": "9995", "irs-number": "911976310", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49518", "film-number": "755606"}, "business-address": {"street1": "575 MADISON AVENUE", "street2": "10TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2126050150"}, "mail-address": {"street1": "1710 E DIVISION ST", "city": "EVANSVILLE", "state": "IN", "zip": "47711"}, "former-company": [{"former-conformed-name": "PAYFORVIEW COM CORP/", "date-changed": "20000225"}, {"former-conformed-name": "MAS ACQUISITION XVI CORP", "date-changed": "19990826"}]}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON NOVEMBER 8, 2000

                                                REGISTRATION NO. 33-____________

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

                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              ____________________

                              PAYFORVIEW.COM CORP.
             (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                     91-1976310
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

                         509 Madison Avenue, 16th Floor
                               New York, NY 10022
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                      Consulting and Employment Agreements
                            (Full Title of the Plan)
                              ____________________

                                 Marc A. Pitcher
                         509 Madison Avenue, 16th Floor
                               New York, NY 10022
                                 (212) 605-0150
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

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

Common Stock,               3,345,000       $0.16                         $ 535,200              $ 141.29
par value $0.0001(2)

TOTAL REGISTRATION FEE      3,345,000       $0.16                         $ 535,200              $ 141.29
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee pursuant to Rule 457(c) based on the closing price as reported
on  the  Pink  Sheets  on  October  30,  2000.

(2)     Represents shares of Common Stock issued to consultants and employees of
the Company.  Please refer to the Selling Shareholders section of this document.

                                        2
EXPLANATORY NOTE

PayForView.com  Corp  ("PAYV")  has  prepared  this  Registration  Statement  in
accordance  with  the requirements of Form S-8 under the Securities Act of 1933,
as  amended  (the  "1933  Act").

Under cover of this Form S-8 is a Reoffer Prospectus PAYV prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and resales of up to 3,345,000 shares of common stock
acquired  by  the  selling  shareholders.

                                        3
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

PAYV  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the "1933 Act").   PAYV does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        4
REOFFER PROSPECTUS

                               PAYFORVIEW.COM CORP
                         509 MADISON AVENUE, 16TH FLOOR
                               NEW YORK, NY 10022

                        3,345,000 SHARES OF COMMON STOCK

The  shares of common stock, $0.0001 par value per share, of PayForView.com Corp
("PAYV"  or  the "Company") offered hereby (the "Shares") will be sold from time
to time by the individuals listed under the Selling Shareholders section of this
document  (the  "Selling  Shareholders").  The Selling Shareholders acquired the
Shares  pursuant  to  compensatory  benefit  plans for consulting and employment
services  that  the  Selling  Shareholders  provided  to  PAYV.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices or in negotiated transactions.  PAYV will not receive
proceeds  from  the  sale of any of the Shares.  PAYV is paying for the expenses
incurred  in  registering  the  Shares  except  that  certain  of  the  Selling
Shareholders  are  providing  the legal expenses required for such registration.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

PAYV's  common  stock  is  currently  traded on the Pink Sheets under the symbol
"PAYV".
                              ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  14.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                November 6, 2000

                                        5
TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . .  .          6
Incorporated  Documents         . . . . . . . . . . . .          6
The  Company                    . . . . . . . . . . . .          8
Risk  Factors                   . . . . . . . . . . . .          14
Use  of  Proceeds               . . . . . . . . . . . .          19
Selling  Shareholders           . . . . . . . . . . . .          19
Plan  of  Distribution          . . . . . . . . . . . .          20
Legal  Matters                  . . . . . . . . . . . .          20
Experts                         . . . . . . . . . . . .          20
                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

PAYV is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows PAYV to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

                                        6
PAYV's  Current Report on Form 8-K/A, filed with the SEC on October 25, 2000, is
incorporated  herein  by  reference.  In  addition,  all  documents  filed  or
subsequently  filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information  the  Reoffer Prospectus incorporates).  Requests should be directed
to  the Chief Financial Officer of PAYV, at PAYV's executive offices, located at
509  Madison Avenue, 16th Floor, New York, NY 10022.  PAYV's telephone number is
(212)  605-0150.

                                        7
THE  COMPANY

FORMATION  OF  COMPANY.

     PayForView  was  organized  on  August 26, 1988, under the name Sierra Gold
Corporation  and  under  the  laws  of  the  State of Nevada.  PayForView had no
operations  at that time and as such was considered a development stage company.

     PayForView  commenced  trading  on  the  National Association of Securities
Dealers  (NASD) OTC Bulletin Board on December 21, 1998 under the trading symbol
SIRG.

     On  January  4th, 1999 the name of PayForView was changed to PayForView.com
under  the  trading  symbol  PAYV.

DESCRIPTION  OF  BUSINESS.

     PayForView,  headquartered  in  New  York  with  satellite  offices  in Los
Angeles,  California  and Vancouver, Canada, is an integrated online and offline
content  company  that  creates  and  acquires  events  and  information-based
programming  and  delivers  that  content  on a pay-for-view and free basis.  We
produce  and  own programming and distribute it through new media (the Internet)
and  old  media  (broadcast,  DBS and cable television).  In this manner, we are
able to generate revenues from traditional sources while we build a strong brand
in the Internet space in preparation for an expanding broadband universe and the
upcoming  convergence  of  old  media  with  new  media.

     We  continue  to  enter  into  alliances  with entertainment and technology
companies  that  provide elements needed for the completion of our plans.  These
companies  include those providing Internet-related technical support, filmed or
live  programming,  recorded  music  and  sports  related  programming.

     Our  executive  offices  are located at 509 Madison Avenue, Suite 1610, New
York,  New  York  10022,  and  our  telephone  number  is  (212)  605-0150.

PAYFORVIEW.COM  WEBSITE.

     Our  website,  hosted by SofTV, a leader in streaming media in the emerging
broadband E-Commerce market, provides users with a unique and vibrant interface.
The  core of the site is an embedded streaming media window, where the "primary"
content,  consisting  of  live events, archival entertainment and promos will be
displayed.  Surrounding  the  window is a selection of "parallel" content areas,
where dynamic and compelling information coincides with and enhances the primary
content.  The  beta  version of the website was launched on April 26, 2000, when
the  Company  offered  its  first  boxing  event.

     Our  leading-edge  technology  allows  video  to contain "triggers" whereby
text,  photos  and  images are seen at specific times when a trigger is released
simultaneously  to  the  streaming  video.  This  innovative development is both
interesting  to  the  viewer  and  a  benefit  to  sponsors.

                                        8
Since  the  launch of our beta web site in April 2000, we have broadcast an
International  Woman's  Boxing  Championship  event,  two  Ultimate  Fighting
Championship  events  with  a  contract  for  at least one more, a live stand-up
comedy  event  and  two  international  soccer  events including the USA Woman's
soccer  team  vs.  Norway  match,  web-cast  July  30th,  2000.

     We  will also acquire, distribute and sell filmed entertainment online and,
through  our  Voyager  Film  Sales subsidiary, in the traditional manner through
existing  relationships  with  distributors  and  content  providers.

STRATEGIC  ALLIANCES.

     We  have  entered  the marketplace through alliances with entertainment and
technology  companies  that  provide  elements  needed for the completion of our
plans.  These  companies  include
those  providing Internet related technical support, filmed or live programming,
recorded  music and sports related footage.  This creates a vertical integration
of  entertainment-related  products and Internet expertise, which will establish
our  base  of  operations  and  cash  flow.

TECHNOLOGY  PROVIDERS.

     We  have  aligned  ourselves  with  various quality technology providers to
provide  essential  streaming  video,  web  casting  and  supporting  services.

InterVu/Akamai

     InterVu  (which was purchased by Akamai in early 2000) is a streaming media
service  provider  working  to  make  the Internet a viable broadcast medium for
entertainment,  business  and  education.

     Akamai  has the technical expertise and distributed server network to allow
us  to  reliably  deliver  programming  via  the Internet.  Akamai has developed
proprietary  technology  that allows us to manage broadcast streams in real time
and  gives  us  access  to  critical  information  about  its video database and
streaming  files.

     Through  its  own distributed broadcast network, Akamai can provide us with
reliable  and  efficient  connectivity to the Internet, using a premier Internet
infrastructure  built  on  a  high-speed  backbone  and  high-speed links to the
Internet.

SofTV

     SofTV  is a leading-edge Canadian-based Internet developer\ specializing in
video  streaming  and  interactive  content  based  on  broadcast  applications.
SofTV's  patent  pending  technology  allows
web  site  publishers to combine the emotional impact of video with the power of
images,  text  and  graphics.  SofTV  has  created  and also hosts our web site.

                                        9
BANDWIDTH  GROWTH.

     In  order  to  view  good  quality  film and video files over the Internet,
subscribers  will  require  a  cable  modem,  DSL  or  comparable high-bandwidth
connection.  Research  indicates  that  cable  companies  will  be  the  leading
provider  of  residential  broadband  service.  By  2004, the industry expects a
total  of  31.8  million  North American subscribers with high-bandwidth access.

     The  following table identifies current and expected trends in the adoption
of  high  bandwidth  Internet  access.  These high-end bandwidth users represent
computer  users  with  the capacity to use services provided by us (Source: Paul
Kagen  and  Associates)

Year      Cable  Modem           DSL  Subscriber      Total  High
          Users                  Users                Bandwidth  Users

1999       1,460,000            420,000                  1.880,000
2000       3,600,000          2,400,000                  6,000,000
2001       7,590,000          4,170,000                 11,760,000
2002      12,950,000          7,090,000                 20,040,000
2003      15,840,000         10,590,000                 26,430,000
2004      18,980,000         12,910,000                 31,890,000

     A  quickening  pace of development in both technology and content available
to users of the World Wide Web parallels this increase in Internet access speed.
New  technologies  such  as video and audio streaming enable the creation of new
forms  of  content,  combining  aspects  of  traditional,  narrowband web design
(including  text,  graphics,  and  hyper-links)  with the video-based production
concepts  of  television.  While  this  market  is growing rapidly, it presently
accounts  for  a  small  percentage  of  the  Internet  users  online  today.
Accordingly,  most  companies  involved  in  the  development  of technology and
content  for  the  Web are focusing on solutions that are intended to provide an
acceptable experience for the predominant narrowband customer, while offering an
improved  version  of  the  same  experience  to  broadband  users.

BANDWIDTH  ISLANDS.

     In  the  marketplace,  we  have  identified  companies which we describe as
"Bandwidth Islands".  These are organizations whose primary business is the sale
and service of bandwidth and related services to end users, both residential and
commercial.  Each  of  these Islands has a built in subscriber base, and instant
access  through  their  database  to  the  high  bandwidth  users  which  we are
targeting.

                                       10
In selling high bandwidth services to homes, one of the challenges faced by
the  Islands  is  content.  Consumers,  while  attracted  to  the extra speed in
Internet surfing possible with higher bandwidth, generally question the value of
upgrading  to higher bandwidth at higher cost when, to date, there is not enough
content  on the net for which high bandwidth is required.  By collecting content
and  creating  and perfecting a delivery and tracking mechanism, we will be able
to  offer  the  Islands  the  content  with  which  they will be able to attract
additional high band width customers, and keep the ones they have on line and on
our  subscriber  list.  Additionally,  by  retaining  control of the content and
delivery  system,  we  intend  to  sell advertising during our programming, thus
offering  the  Island  an  additional  source  of  revenue.

GROWTH  OF  ONLINE  COMMERCE.

     The  Internet  is dramatically affecting the methods by which consumers and
businesses  are  buying  and  selling  goods and services.  The Web provides the
ability  to  reach a global audience and to operate with minimal infrastructure,
reduced  overhead and greater economies of scale, while providing consumers with
a  broad  selection, increased pricing power and unparalleled convenience.  As a
result,  a  growing  number  of  consumers  are transacting business on the Web,
including buying consumer goods, trading securities, paying bills and purchasing
airline tickets. International Data Corporation estimates that approximately 28%
of  Web  users  purchased  goods  or  services  over  the  Web  in 1998 and that
approximately  40%  of  Web  users  will make online purchases in 2002.  Jupiter
Communications  estimates  that  retail consumer purchases of goods and services
over  the  Internet
will  increase  from  $5.0 billion in 1998 to $29.4 billion in 2002.  We believe
that  as  electronic  commerce  expands,  advertisers  and direct marketers will
increasingly use the Web to advertise products, drive traffic to their websites,
attract  customers  and  facilitate  transactions.

GROWTH  OF  INTERNET  ADVERTISING.

     The  Web  is  evolving  into an important medium for advertisers due to its
interactive  nature,  global  reach,  rapidly  growing audience and the expected
increase  in  online commerce.  Unlike more traditional advertising methods, the
Web  gives advertisers the potential to target advertisements to broad audiences
or to selected groups of users with specific interests and characteristics.  The
Web  also  allows  advertisers and direct marketers to measure the effectiveness
and  response  rates  of  advertisements  and  to  track  the  demographic
characteristics of Web users.  The interactive nature of Web advertising enables
advertisers  to  better  understand  potential customers, and to change messages
rapidly  and  cost  effectively  in  response  to  customer behavior and product
availability.

     We  anticipate  a  significant  increase  in  online advertising. Forrester
Research  estimates  that  the  dollar value of Internet advertising in the U.S.
will increase from $1.3 billion in 1998 to $10.4 billion in 2003, representing a
52%  compounded annual growth rate. International online ad spending is expected
to  grow  from $0.2 billion in 1998 to $4.7 billion in 2003, representing an 87%
compounded  growth rate. By comparison, Broadcasting & Cable estimates that $130
billion  was  spent  in  1998  on  traditional  media  advertising  in the U.S.,
including  television,  radio,  outdoor  and print.  Until recently, the leading
Internet  advertisers  have  been  technology  companies, search engines and Web
publishers.  However,  many  of  the  largest  advertisers utilizing traditional
media,  including  consumer products companies and automobile manufacturers, are
expanding  their  use of online advertising.  We believe that online advertising
will  continue  to  capture an increasing share of available advertising dollars
and  that  this  trend  will  drive  demand  for  online  ad  inventory  and for
sophisticated  Internet  advertising  solutions.

     Driven  by the growing online population, the rise in time spent online and
increasing digital commerce adoption, online advertising revenues have surpassed
outdoor  advertising  and  will  exceed  spending  for  cable  advertising.

                                       11
REVENUE  STREAMS.

     Although  we  have  a  transaction/advertising  revenue  model it is unlike
traditional  websites  that  offer only one or two of these revenue streams.  We
have  numerous  methods  to  capitalize  on
its  exclusive  branding, image and content.  We will derive our revenue streams
from  the  following  sources:

-Live  Events

     Users  pay  an  online  fee  for  a  one-time  viewing of select live event
programming.  Users  pay a fee of $1.99 to $4.95 depending on the exclusivity of
the  event.  For  example,  the  Ultimate  Fighting  Championship  event  that
PayForView  offered  on  June  9,  2000  was only seen on the our website and on
Direct  Broadcast  Satellite  (DBS).  It  was  not  on  either  network or cable
television.

-Archival  Events

     In  the  future,  users  will  be charged an online transactional fee for a
one-time  viewing  of  an archived event program.  The archival programming will
consist  of  classic  sports  events,  major  boxing  matches,  films,  comedy
performances,  etc.  The  charge for these events will range from $.49 to $1.99.
These  events  are  at  the convenience of the viewers, at the time they wish to
view  them.

-Advertising

     Since  PayForView.com is a very "sticky" site, one where a user resides for
a  lengthy period of time, advertisers will pay to have their advertising served
and tracked on our website.  These advertisers will be on the website the length
of  time  users  view  either the free entertainment information, which might be
upwards  of  a  half  hour,  or  a live event, which they will watch for several
hours.

-E-Commerce

     Users may purchase merchandise specifically related to event programs, both
live  or  archived from our e-commerce shop.  Merchandise pertaining to our free
entertainment  and  sports  information  will  also  be  offered.  We  are  in
discussions  to  partner  with  several  retailers  that  offer  event  related
merchandise.

-On-line  Syndication

     We  will  capitalize  on  the  lack  of  quality  entertainment  produced
specifically  for on-line viewing.  At this time, there are a number of Internet
companies  who are streaming video who are in need of the type of programming we
are creating and acquiring.  Our executive team, with experience and contacts in
event production, sees an excellent opportunity to become an on-line provider of
video based events to emerging Internet based streaming media companies.  We are
well  positioned  as  a  one-stop,  turnkey provider of compelling, entertaining
content.

                                       12
-Sales  to  Traditional  Media

     During  the  rollout  of  the  Broadband  universe,  some  of  our acquired
programming  will be sold to traditional media such as DBS and cable television.
This  allows  for  revenue  generation  of
a  magnitude  greater  than  the  present  Broadband  universe  allows.

-VHS/DVD  Sales

     Since  we acquire programming, we will negotiate with international VHS/DVD
distributors  to release the product in brick-and-mortar and electronic commerce
distribution  avenues  to
gain  additional  revenue.

COMPETITION.

     Perhaps  closest  to  our business model is www.centerseat.com.  Similar in
design  and  concept, Center Seat offers a wide variety of online entertainment,
but does not charge for online programming.  The firm also does not deliver live
events  nor  does  it offer chat room functionality.  Moreover, Center Seat does
not  presently  offer  rich  media  advertising  as  does  PayForView.

     Kanakaris  Wireless  Inc.,  (OTC BB: KKRS) www.kanakaris.com, offers online
pay-per-view  movies,  downloadable  books  and  related  e-commerce.

     House  of  Blues,  www.hob.com,  offers live and archival music events that
appear  at  the  House  of  Blues  venues  and  also  offers related e-commerce.

     Our  approach differs from the above through diversification.  By having an
interest in a record label, sports and event alliances and a film production and
sales  division,  PayForView  is
in  a  position  to create revenue from non-Internet sources while also creating
the  content  it  intends  to  broadcast  on  the Internet.  By including music,
sports,  comedy  and  other live events, and utilizing an embedded video window,
triggered  parallel  content  and  rich  media advertising, we are attempting to
differentiate  ourselves  from  our  competitors.

                                       13
RISK  FACTORS

     In this section we highlight some of the risks associated with our business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

NO  SIGNIFICANT  OPERATING  HISTORY

     We do not have any significant operating history upon which to evaluate our
future performance. As there is no lengthy history of operations, investors will
be  unable to assess future operating performance or future financial results or
condition by comparing these criteria against their past or present equivalents.
Future revenues are expected to be derived from the sale of media content on our
Web  sites  and  from  commissions  on  electronic commerce transactions between
viewers  and  advertisers.  We will only be able to attract content providers or
advertisers  to  our  Web  sites if we can develop and maintain a viewer base of
sufficient  size  and  economic means to offer prospective content providers and
advertisers  meaningful marketing opportunities for their products and services.

WE  EXPECT  TO  INCUR  CONTINUED  LOSSES

     We  expect  to incur losses on both a quarterly and an annual basis for the
foreseeable  future  and  cannot  assure  investors  that  we  will ever achieve
profitability.

WE  RELY  ON THE WIDESPREAD ACCEPTANCE OF THE INTERNET AS A VIABLE ENTERTAINMENT
ALTERNITIVE

     Our  success  will depend upon market acceptance of streaming technology as
an  alternative  to  broadcast television. Without streaming technology, viewers
proposed  on-demand programming would not be able to initiate playback until the
programming  was  downloaded  in  its entirety, resulting in significant waiting
times.

     The  acceptance  of  streaming  technology  will  depend  upon  a number of
factors,  including:

-  market  acceptance  of streaming players such as Microsoft's Windows Media
   Player  and  RealNetworks'  RealPlayer.
-  technological  improvements  to  the  Internet  infrastructure, such as an
   increase in generally available bandwidth, to allow for improved video and
   audio quality  and  a  reduction  in  Internet  usage  congestion.
-  the  ability  of Internet users to acquire sufficient skill and experience
   to  download  and  operate  streaming  players.
-  reconfiguration of older Web browsers to handle the inclusion of streaming
   players.

                                       14
Acceptance  of the Internet among content providers, distributors, studios,
television  networks,  such  as sports programmers and advertising agencies will
also depend to a large extent on the level of Internet use by consumers and upon
growth  in  the  commercial use of the Internet. Because global commerce and the
on-line  exchange  of  information is new and evolving, we are unable to predict
with  any  assurance  whether  the Internet will prove to be a viable commercial
marketplace  in  the long term. Prospective revenues would be adversely affected
if  widespread  commercial  use  of  the  Internet  does  not  develop  or  is
substantially  delayed,  or if the Internet does not develop as an effective and
measurable  advertising  medium.

WE  RELY  ON  THE  DELIVERY  OF  CONTENT  PROVIDED  BY  THIRD  PARTIES

     We  anticipate deriving revenues from the sale of various types of content,
generally  created  by  third  parties,  over  the  Internet.  Internet  product
delivery,  particularly  utilizing  streaming  video  technology,  is  a new and
rapidly evolving industry whose demand and market acceptance has not as yet been
proven.  Furthermore,  standards  have  not  as yet been widely accepted for the
measurement  of  the  effectiveness  of  Web-based  media  services  delivery.

     Our  ability  to  generate  revenue  will  depend upon a number of factors,
including:

-   pricing  of  content  delivered  by  other  Web  sites.
-   the  amount  of  traffic  on  our  proposed  Web  sites.
-   our  ability  to  demonstrate  user  demographic  characteristics that are
    attractive  to  content  providers.
-   the  establishment  of desirable production and programming relationships.

WE  RELY  ON  OUR  ABILITY  TO  DESIGN  A SUCCESSFUL E-COMMERCE COMPONENT OF OUR
BUSINESS

     In  addition  to  media  content delivery and advertising, another intended
source  of  revenue  is  from  electronic  commerce tie-ins. E-commerce has only
recently  begun  to  develop and is rapidly evolving. As is typical in a new and
rapidly  evolving industry, demand and market acceptance for recently introduced
services  and  products  are  subject to uncertainty. Consumer satisfaction from
shopping  over the Internet has been mixed there is no assurance that e-commerce
will  continue  to  grow.  Our ability to derive revenues from arrangements with
eBcommerce  businesses and to deliver acceptable programming content will depend
upon  a  number  of  factors  including:

-   acceptance  by the general public of the Internet as a convenient and safe
    shopping  forum.
-   the  offer  of  quality  products  at  competitive  prices.
-   our  ability  to attract viewers and direct such viewers to our e-commerce
    business  tie-ins.

STREAMING  SOFTWARE  MUST  BE  USED  TO  VIEW  OUR  CONTENT

     At  present,  prospective  viewers  can download streaming software off the
Internet,  in  most instances at no charge. There is no assurance that streaming
software  will  continue  to  be made available to the public free of charge. If
users are charged to acquire streaming software, streaming technology may not be
widely  accepted  by  Internet  users.

                                       15
INTERNET AND TELECOMMUNICATIONS INFASTRUCTURE DISRUPTIONS COULD ADVERSELY AFFECT
OUR  BUSINESS

     Internet infrastructure failures or disruptions caused by increased traffic
on  the  Web,  technical  difficulties,  vandalism  or  acts of God, among other
factors,  may impede our ability to transmit streaming video content to viewers.
Repeated  failures  or disruptions may result in viewer dissatisfaction with the
Internet  as a viewing medium, which may lead to a diminution of our viewer base
and a resultant impairment of our ability to generate advertising and e-commerce
transaction  revenues.

     We  will  have  to  rely  on  local  and  long-distance  telecommunications
companies  to  provide  data  communications  capacity.  These  providers  may
experience service disruptions or have limited capacity, which could disrupt the
provision  of  streaming video content to viewers. We may not be able to replace
or  supplement these services on a timely basis, if at all. In addition, because
we must rely on third-party telecommunications services providers for connection
to  the  Internet,  we  may  not  be  able  to  control  decisions regarding the
availability  of,  or  our  access  to,  services  at  any  given  time.

OUR  TECHNOLOGY  IS  LICENCED  FROM  A  THIRD  PARTY

     We have licensed from a third party our streaming technology, and we intend
to  continually  improve  upon the use of this technology via relationships with
other  companies in the marketplace. We intend to license such technology and/or
improvements  from  companies in order to deliver our content over the Internet.
We  cannot  be  assured  that  we  will  be  able  to  do  so.

WE  RELY  ON  OUR  MANAGEMENT  TEAM  AND  EMPLOYEES

     Our  success  will  depend  to  a  large  degree  upon  the  efforts of our
management,  technical  and marketing personnel. Our success will also depend on
our ability to attract and retain additional qualified management, technical and
marketing  personnel.  Hiring  employees  with  the  combination  of  skills and
attributes  required  to  carry out the strategy is extremely competitive. We do
not have "key person" life insurance policies upon any of our of our officers or
other  personnel.  The  loss  of  the services of key personnel together with an
inability  to  attract qualified replacements could adversely affect prospective
growth.

THE  INTERNET  STREAMING  BUSINESS  IS  HIGHLY  COMPETITIVE

     We  will  compete for both viewers and advertisers with numerous larger and
well-financed  companies.  These  include:

-   other  Web sites, Internet access providers and Internet broadcasters that
    provide  content  to  attract  users.
-   On-line  services,  other  Web site operators and advertising networks, as
    well  as  traditional media such as television, radio and print for a share
    of available  media  content  suitable  for  distribution via the Internet,
    and for advertisers'  total  advertising  budgets.
-   traditional  media  such  as broadcast television, cable television, radio
    and  print  with  international  content.

                                       16
To  compete  successfully,  we will have to provide sufficiently compelling
and  popular content to generate users and support advertising intended to reach
such  users.  We  believe  that  the principal competitive factors in attracting
Internet  users  include  the  quality of service and the relevance, timeliness,
depth  and  breadth  of  content  and  services  offered.

     We  also  expect to compete with on-line services, other Web site operators
and advertising networks, as well as traditional media such as television, radio
and  print  for  a  share  of  advertisers'  total  advertising  budgets.

     The  principal  competitive  factors  for  attracting  advertisers  include

-   the  number  of  users  accessing  our  Web  sites.
-   the  demographics  of  prospective  users.
-   Our  ability  to  deliver focused programming and advertiser interactivity
    through  our  Web  sites.
-   the  overall  cost-effectiveness  and value of advertising on our network.
-   our  ability  to  achieve  recognition  of  the  PayForView.Com  name.

UNCERTAINTIES  REGARDING INTERNATIONAL EXPANSION MAY ADVERSELY AFFECT OUR GROWTH

     Our  intended  establishment  of operations in foreign countries and hiring
freelance  media  providers  will  entail  significant  expenditures  and  some
knowledge  of  each  country's  national and local laws, including tax and labor
laws.  Furthermore,  there  are  certain  risks  inherent in conducting business
internationally,  including,  among  others,  regulatory  requirements,  legal
uncertainty  regarding  liability, difficulties in staffing and managing foreign
operations,  longer  payment  cycles,  different  accounting practices, currency
exchange  rate  fluctuations,  tariffs  and  other  trade  barriers,  political
instability  and  potentially  adverse  tax  consequences,  any  of  which could
adversely  affect  growth  opportunities.

WE  RELY  ON  COPYRIGHTS,  TRADE  SECRETS  AND  INTELLECTUAL  PROPERTY

     Copyrights, trade secrets and similar intellectual property are significant
to our growth and success. We rely upon a combination of copyright and trademark
laws, trade secret protection, confidentiality and non-disclosure agreements and
contractual  provisions  with  our employees and with third parties to establish
and protect proprietary rights. We have applied for federal trademark protection
for  "PayForView.Com"  and  intend to apply for federal trademark protection for
all domain names used in the PayForView.Com network. Legal standards relating to
the  validity,  enforceability  and  scope  of protection of certain proprietary
rights  in  Internet-related industries are uncertain and still evolving. We are
unable  to  assure  investors  as to the future viability or value of any of our
proprietary  rights or those of other companies within the industry. We are also
unable  to  assure  investors that the steps taken to protect proprietary rights
will  be  adequate.  Furthermore,  we  can  have  no assurance that our proposed
business  activities will not infringe upon the proprietary rights of others, or
that  other  parties will not assert infringement claims against the registrant.

                                       17
WE  WILL  REQUIRE  SUBSTANTIAL ADDITIONAL FUNDING TO CARRY OUT OUR BUSINESS PLAN

     We  will  require  substantial  additional financing in order to expand our
content  and  to  become  a  meaningful  competitor  in  the  Internet broadcast
industry. There is no assurance that such financing will be available. Moreover,
if  additional capital is raised through borrowing or other debt financing, this
would  incur  interest  expense.

WE  ARE  SUBJECT  TO  LAWS  AND  REGULATIONS  REGARDING  THE  INTERNET

     Although  there  are currently few laws and regulations directly applicable
to  the  Internet  it is likely that new laws and regulations will be adopted in
the  United States and elsewhere covering issues as music licensing, copyrights,
privacy,  pricing,  sales  taxes  and  characteristics  and  quality of internet
services.  The  adoption of restrictive laws and regulations could slow Internet
growth  or  its  use  as  a  commercial  or  advertising  medium.

WE  ARE  THE  SUBJECT  OF  PENDING  LITIGATION

     We  are  the subject of pending litigation. (See previously filed 8-K under
heading "Legal Proceedings") The cost of prosecuting and defending these actions
or  the  cost of a settlement or award of damages, if any, could have a material
adverse  effect  on  our business, prospects, results of operations or financial
condition

OUR  AUDITOR'S  REPORT  CONTAINS  "GOING  CONCERN"  LANGUAGE

     The  auditor's  report  for  our  financial  statements  for the year ended
December  31,  1999  states  that  because of recurring operating losses and our
continued  experience  of  negative  cash  flows  from  operations,  there  is
substantial  doubt  about  our  ability  to  continue  as  a  going  concern.  A
"going-concern"  opinion  indicates  that  the  financial  statements  have been
prepared  assuming  we  will  continue as a going-concern and do not include any
adjustments  to  reflect  the  possible future effects on the recoverability and
classification  of  assets or the amounts and classification of liabilities that
may  result  from  the  outcome  of  this  uncertainty.

                                       18
USE  OF  PROCEEDS

We  will not receive any of the proceeds from the sale of shares of common stock
by  the  Selling  Shareholders.

                              SELLING SHAREHOLDERS

The Shares of PAYV to which this Reoffer Prospectus relates are being registered
for  reoffers  and  resales by the Selling Shareholders, who acquired the Shares
pursuant  to a compensatory benefit plan with PAYV for consulting and employment
services  they provided to the Company. The Selling Shareholders may resell all,
a  portion,  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to the Company the number of Shares owned, the number of
Shares  registered  by  this  Reoffer  Prospectus  and the number and percent of
outstanding  Shares  that  will be owned after the sale of the registered Shares
assuming  the  sale  of  all  of  the  registered  Shares.
% of Shares
                    Number of                      Number of Shares                        Owned by
Selling             Shares Owned                   Registered by       Number of Shares    Shareholder
Shareholders        Before Sale                    Prospectus          Owned After Sale    After Sale (2)
-----------------   ------------------           -----------------    ----------------  ----------------

M. Richard Cutler       332,400 (1)                   184,200               148,200            0.3%

Brian A. Lebrecht        99,200                        53,600                45,600            0.1%

Vi Bui                   74,400                        33,500                28,500            0.0%

James Stubler            62,000                        33,500                28,500            0.0%

Samuel Eisenberg         33,500                        33,500                   0              0.0%

Sid Amira             2,500,000                       700,000             1,800,000            3.1%

Nic Meredith            700,000                       700,000                   0              0.0%

Warren Wayne            700,000                       700,000                   0              0.0%

Marc Pitcher            700,000                       700,000                   0              0.0%

Frank Levine            100,000                       100,000                   0              0.0%

Fraser Barnes           100,000                       100,000                   0              0.0%

     TOTALS           5,401,500                     3,338,300             2,050,800            3.5%
(1)  Of  such  shares,  148,200 are held by MRC Legal Services, LLC.  M. Richard
Cutler  is  the  beneficial  owner  of  MRC  Legal  Services,  LLC.

(2) Calculated based on an aggregate of 58,940,667 shares of common stock issued
and  outstanding  as  of  November  3,  2000.

                                       19
PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Dieterich  &  Associates.

                                     EXPERTS

The  balance  sheet  as  of  December  31,  1999,  and  the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended and the cumulative consolidated statement of operations and cash flows for
the  period  April  6,  1998  (inception)  through  December  31, 1999 have been
incorporated  by  reference  in  this  Registration Statement in reliance on the
report of Grant Thornton LLP, independent certified public accountants, given on
the  authority  of  that  firm  as  experts  in  accounting  and  auditing.

The  balance  sheet  as  of  December  31,  1998  and  the  related consolidated
statements  of  operations,  changes in stockholders' equity, and cash flows for
the  period  from  incorporation on April 6, 1998 to December 31, 1998 have been
incorporated  by  reference  in  this  Registration Statement in reliance on the
report  of  Davidson  & Company, independent auditors, given on the authority of
that  firm  as  experts  in  accounting  and  auditing.

                                       20
PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Current  Report  on  Form 8-K/A filed with the SEC on
October  25,  2000.

(ii)     All  other  reports  and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Dieterich  &  Associates.

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 liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

                                       21
ITEM  8.  EXHIBITS

3.1      Articles  of  Incorporation  of  the  Registrant,  as  amended
         (incorporated  by  reference).

3.2      Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1      Opinion  of  Dieterich  &  Associates,  counsel  to the Registrant,
         regarding  legality  of  securities  being  registered.

23.1     Consent  of  Dieterich  & Associates  (included  in  Exhibit  5.1).

23.2     Consent  of  Grant  Thornton  LLP,  independent  certified  public
         accountants.

23.3     Consent  of  Davidson  &  Company,  independent  auditors.

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,  represent  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, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the 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  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

                                       22
(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     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  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                       23
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is 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 New York, State of New York, on November 6, 2000.

                                                  PayForView.com  Corp

                                                  /s/ Marc A. Pitcher
                                                  By:  Marc  A.  Pitcher
                                                  Its:  President  and  Director

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

/s/ Mark A. Pitcher
________________________________               President  and  Director
Mark  A.  Pitcher

/s/ Dan Scott
________________________________               Director
Dan  Scott

/s/ Scott Shultz
________________________________               Director
Scott  Shultz

                                       24