As filed with the Securities and Exchange Commission on October 29, 1997
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

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


                           CALIFORNIA PRO SPORTS, INC.
               ---------------------------------------------------
               (Exact name of Registrant specified in its charter)

          Delaware                                       84-1217733
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     1221-B South Batesville Road
              Greer, SC                                    29650
----------------------------------------                  --------
(Address of Principal Executive Offices)                  Zip Code

                           CALIFORNIA PRO SPORTS, INC.
                             1994 STOCK OPTION PLAN
                                       and
                      CERTAIN INDIVIDUAL WARRANT AGREEMENTS
                                       and
                                STOCK BONUS PLAN
                            (Full title of the plan)

                               Barry S. Hollander
                           California Pro Sports, Inc.
                          1221-B South Batesville Road
                                 Greer, SC 29650
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (864) 848-5160
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Gerald Raskin, Esq.
                            Mary M. Maikoetter, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400



<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                            Proposed       Proposed Maximum
                                                            Maximum       Aggregate Offering
          Title of                                       Offering Price          Price         Amount of Registration
 Securities to be Registered    Amount to be Registered    per Share                                   Fee
                                          (1)
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>             <C>                       <C>
Common Stock,
$.01 par value                          500,000              $2.38 (2)       $1,190,000                $ 361
---------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                          145,000              $1.00 (2)       $  145,000                $  44
---------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                          236,000              $2.59 (3)       $  611,240                $ 185
---------------------------------------------------------------------------------------------------------------------
TOTALS                                  881,000                              $1,946,240                $ 590
=====================================================================================================================
</TABLE>

(1)       This  Registration  Statement  is being filed to register  (a) 145,000
          shares of common stock underlying stock options  outstanding under the
          Registrant's  1994 Stock Option Plan (the "1994 Plan") and (b) 500,000
          shares of common stock underlying warrants outstanding under the terms
          of  written   Warrant   Agreements   with  certain   officers   and/or
          consultants, plus such indeterminable number of shares of common stock
          as may be issuable by reason of the  anti-dilution  provisions  of the
          option agreements and/or warrant agreements; and (c) 236,000 shares of
          common stock to be issued as a stock bonus to one  individual who is a
          consultant to the Registrant.

(2)       In  accordance  with  Rule  457(h),  the fee has  been  calculated  as
          follows: 500,000 shares at $2.38 per share and 145,000 shares at $1.00
          per share.

(3)       Pursuant to Rule 457(c), the registration fee, with respect to 236,000
          shares is based on $2.59 per share, the average of the closing bid and
          asked prices  quoted by Nasdaq on October 22, 1997 (a date within five
          business days prior to the filing of this registration statement).



                                       ii

<PAGE>

                                     PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


Item 1.      Plan Information.
             -----------------

         California  Pro Sports,  Inc.  (the  "Registrant")  will provide to the
option and warrant holders and the consultant  (collectively,  the "Recipients")
the documents which contain  information  related to the plans which provide for
their options, warrants and/or bonus shares and other information including, but
not limited to, the disclosure required by Item 1 of Form S-8, which information
is not  filed  as a part  of  this  Registration  Statement  (the  "Registration
Statement").  The  foregoing  information  and  the  documents  incorporated  by
reference in response to Item 3 of Part II of this Registration  Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the  "Securities  Act"). A Section 10(a)
prospectus  will be given to each Recipient who receives  shares of common stock
covered by this  Registration  Statement,  in accordance by Rule 428(b)(1) under
the Securities Act.

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

         The  Registrant  will  provide to the  Recipients  a written  statement
advising them of the availability  without charge,  upon written or oral notice,
of documents incorporated by reference in Item 3 of Part II of this Registration
Statement  and of  documents  required to be  delivered  pursuant to Rule 428(b)
under the  Securities  Act. The statement will include the address and telephone
number to which their requests should be directed.



                                       I-1

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.      Incorporation of Documents by Reference.
             ----------------------------------------

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

     (1)       Registrant's  Annual  Report on Form  10-KSB  for the year  ended
               December 31, 1996;

     (2)       Registrant's  Quarterly  Reports on Form 10-QSB for the quarterly
               periods ended March 31, 1997 and June 30, 1997;

     (3)       Current  Report on Form 8-K  reporting  events of  September  12,
               1997;

     (4)       The description of the common stock contained in the Registrant's
               Registration  Statement  on Form 8-A (No.  0-25114) as filed with
               the Commission on November 13, 1994.

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


Item 4.      Description of Securities.
             --------------------------

         Not Applicable.


Item 5.      Interests of Named Experts and Counsel.
             ---------------------------------------

         None.


Item 6.      Indemnification of Directors and Officers.
             ------------------------------------------

         Section 145 of the Delaware  General  Corporation Law and Article Ninth
of the Registrant's  Certificate of Incorporation,  under certain  circumstances
provide  for  the  indemnification  of  the  Registrant's  officers,  directors,
employees  and  agents  against   liabilities  which  they  may  incur  in  such
capacities.  A summarization of the circumstances in which such indemnifications

                                      II-1
<PAGE>


provided  for is  contained  herein,  but that  description  is qualified in its
entirety  by  reference  to Article  Ninth of the  Registrant's  Certificate  of
Incorporation and the relevant Section of the Delaware General Corporation Law.

         In general, the statute provides that any director,  officer,  employee
or  agent  of a  corporation  may be  indemnified  against  expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement,  actually and
reasonably   incurred  in  a   proceeding   (including   any  civil,   criminal,
administrative or investigative  proceeding) to which the individual was a party
by reason of such  status.  Such  indemnity  may be provided if the  indemnified
person's  actions  resulting in the  liabilities:  (i) were taken in good faith;
(ii) were reasonably believed to have been in or not opposed to the Registrant's
best interest; and (iii) with respect to any criminal action, such person had no
reasonable  cause to believe  the actions  were  unlawful.  Unless  ordered by a
court,  indemnification  generally may be awarded only after a determination  of
independent  members  of the  Board of  Directors  or a  committee  thereof,  by
independent  legal counsel or by vote of the  stockholders  that the  applicable
standard of conduct was met by the individual to be indemnified.

         The statutory provisions further provide that to the extent a director,
officer,  employee or agent is wholly  successful  on the merits or otherwise in
defense of any  proceeding  to which he was a party,  he is  entitled to receive
indemnification  against  expenses,  including  attorneys'  fees,  actually  and
reasonably incurred in connection with the proceeding.

         Indemnification  in connection  with a proceeding by or in the right of
the Corporation in which the director,  officer, employee or agent is successful
is permitted only with respect to expenses,  including  attorneys' fees actually
and reasonably  incurred in connection  with the defense.  In such actions,  the
person to be indemnified  must have acted in good faith, in a manner believed to
have been in the  Corporation's  best  interest and must not have been  adjudged
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that, despite the adjudication of liability, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expense which the Court of Chancery or such other court shall
deem  proper.  Indemnification  is otherwise  prohibited  in  connection  with a
proceeding  brought on behalf of the  Registrant in which a director is adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.

         Delaware law  authorizes  the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding  in advance of a final  disposition  of the matter.  Such advances of
expenses  are  permitted  if the person  furnishes  to the  Registrant a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Corporation.

         The statutory section cited above further specifies that any provisions
for  indemnification  of or advances for expenses  does not exclude other rights
under the Registrant's Certificate of Incorporation,  Bylaws, resolutions of its


                                      II-2

<PAGE>

stockholders or disinterested  directors,  or otherwise.  These  indemnification
provisions  continue  for a person  who has  ceased to be a  director,  officer,
employee  or agent of the  corporation  and inure to the  benefit  of the heirs,
executors and administrators of such persons.

         The  statutory  provision  cited  above  also  grants  the power to the
Registrant  to  purchase  and  maintain  insurance  policies  which  protect any
director,  officer,  employee or agent against any liability asserted against or
incurred  by him in such  capacity  arising  out of his  status  as  such.  Such
policies may provide for  indemnification  whether or not the corporation  would
otherwise  have  the  power  to  provide  for  it.  No such  policies  providing
protection  against  liabilities  imposed  under the  securities  laws have been
obtained by the Registrant.

         Article VIII of the  Registrant's  Bylaws  provides that the Registrant
shall  indemnify its  directors,  officers,  employees and agents to the fullest
extent  permitted  by the Delaware  General  Corporation  Law. In addition,  the
Registrant has entered into agreements with its directors  indemnifying  them to
the fullest extent permitted by the Delaware General Corporation Law.


Item 7.      Exemption from Registration Claimed.
             ------------------------------------

         Not Applicable.


Item 8.      Exhibits.
             ---------

         The  following is a complete  list of exhibits  filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

4.1      Certificate  of   Incorporation   for   California  Pro  Sports,   Inc.
         (INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE COMPANY'S REGISTRATION
         STATEMENT  ON FORM SB-2,  REGISTRATION  NO.  33-85108 AS FILED WITH THE
         SECURITIES AND EXCHANGE COMMISSION "SEC" ON OCTOBER 13, 1994.)

5.1      Opinion of Counsel and Consent of  Friedlob Sanderson Raskin Paulson  &
         Tourtillott, LLC

24.1     Power of Attorney - Included on Signature Page

23.1     Consent of Friedlob Sanderson Raskin Paulson & Tourtillott, LLC  -  See
         Exhibit 5.1.

23.2     Consent of Gelfond Hochstadt Pangburn & Co.


                                      II-3

<PAGE>

Item 9.      Undertakings.
             -------------

         The undersigned Registrant hereby undertakes:

         (a) (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
additional or changed material information on the plan of distribution.

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

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

         (b) Not applicable.

         (c) Not Applicable.

         (d) Not Applicable.

         (e) Not Applicable.

         (f) Not Applicable.



                                      II-4

<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Greer, State of South Carolina, on October 22, 1997.

                                            CALIFORNIA PRO SPORTS, INC.


                                            By /s/ Barry S. Hollander
                                               ----------------------------
                                               Barry S. Hollander, Chief
                                               Financial Officer



         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  officers and/or
directors  of  California  Pro  Sports,  Inc.,  by  virtue  of their  signatures
appearing  below,  hereby  constitute  and  appoint  Henry  Fong  and  Barry  S.
Hollander,  each with full power of substitution,  as attorneys-in-fact in their
names,  places and steads to execute any and all amendments to this Registration
Statement on Form S-8 in the capacities set forth opposite their names below and
hereby ratify all that said attorneys-in-fact may do by virtue thereof.


          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.

     Signatures                        Title                         Date
     ----------                        -----                         ----

/s/ Henry Fong          Director and Chief Executive Officer    October 22, 1997
----------------------
Henry Fong

/s/ Barry S. Hollander         Chief Financial Officer          October 22, 1997
----------------------
Barry S. Hollander

/s/ Brian C. Simpson                  Director                  October 22, 1997
----------------------
Brian C. Simpson

/s/ Hung-Chang Yang                   Director                  October 22, 1997
----------------------
Hung-Chang Yang


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19140}]
{"company-data": {"conformed-name": "CALIFORNIA PRO SPORTS INC", "cik": "0000899444", "assigned-sic": "5090", "irs-number": "841217733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39001", "film-number": "97703089"}, "business-address": {"street1": "8102 WHITE HORSE RD", "city": "GREENVILLE", "state": "SC", "zip": "29611", "phone": "8648485160"}, "mail-address": {"street1": "8102 WHITE HORSE RD", "city": "GREENVILLE", "state": "SC", "zip": "29611"}}
As filed with the Securities and Exchange Commission on October 29, 1997
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

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

                           CALIFORNIA PRO SPORTS, INC.
               ---------------------------------------------------
               (Exact name of Registrant specified in its charter)

          Delaware                                       84-1217733
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     1221-B South Batesville Road
              Greer, SC                                    29650
----------------------------------------                  --------
(Address of Principal Executive Offices)                  Zip Code

                           CALIFORNIA PRO SPORTS, INC.
                             1994 STOCK OPTION PLAN
                                       and
                      CERTAIN INDIVIDUAL WARRANT AGREEMENTS
                                       and
                                STOCK BONUS PLAN
                            (Full title of the plan)

                               Barry S. Hollander
                           California Pro Sports, Inc.
                          1221-B South Batesville Road
                                 Greer, SC 29650
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (864) 848-5160
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Gerald Raskin, Esq.
                            Mary M. Maikoetter, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                            Proposed       Proposed Maximum
                                                            Maximum       Aggregate Offering
          Title of                                       Offering Price          Price         Amount of Registration
 Securities to be Registered    Amount to be Registered    per Share                                   Fee
                                          (1)
---------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                          500,000              $2.38 (2)       $1,190,000                $ 361
---------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                          145,000              $1.00 (2)       $  145,000                $  44
---------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                          236,000              $2.59 (3)       $  611,240                $ 185
---------------------------------------------------------------------------------------------------------------------
TOTALS                                  881,000                              $1,946,240                $ 590
=====================================================================================================================
(1)       This  Registration  Statement  is being filed to register  (a) 145,000
          shares of common stock underlying stock options  outstanding under the
          Registrant's  1994 Stock Option Plan (the "1994 Plan") and (b) 500,000
          shares of common stock underlying warrants outstanding under the terms
          of  written   Warrant   Agreements   with  certain   officers   and/or
          consultants, plus such indeterminable number of shares of common stock
          as may be issuable by reason of the  anti-dilution  provisions  of the
          option agreements and/or warrant agreements; and (c) 236,000 shares of
          common stock to be issued as a stock bonus to one  individual who is a
          consultant to the Registrant.

(2)       In  accordance  with  Rule  457(h),  the fee has  been  calculated  as
          follows: 500,000 shares at $2.38 per share and 145,000 shares at $1.00
          per share.

(3)       Pursuant to Rule 457(c), the registration fee, with respect to 236,000
          shares is based on $2.59 per share, the average of the closing bid and
          asked prices  quoted by Nasdaq on October 22, 1997 (a date within five
          business days prior to the filing of this registration statement).

                                       ii
PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Item 1.      Plan Information.
             -----------------

         California  Pro Sports,  Inc.  (the  "Registrant")  will provide to the
option and warrant holders and the consultant  (collectively,  the "Recipients")
the documents which contain  information  related to the plans which provide for
their options, warrants and/or bonus shares and other information including, but
not limited to, the disclosure required by Item 1 of Form S-8, which information
is not  filed  as a part  of  this  Registration  Statement  (the  "Registration
Statement").  The  foregoing  information  and  the  documents  incorporated  by
reference in response to Item 3 of Part II of this Registration  Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the  "Securities  Act"). A Section 10(a)
prospectus  will be given to each Recipient who receives  shares of common stock
covered by this  Registration  Statement,  in accordance by Rule 428(b)(1) under
the Securities Act.

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

         The  Registrant  will  provide to the  Recipients  a written  statement
advising them of the availability  without charge,  upon written or oral notice,
of documents incorporated by reference in Item 3 of Part II of this Registration
Statement  and of  documents  required to be  delivered  pursuant to Rule 428(b)
under the  Securities  Act. The statement will include the address and telephone
number to which their requests should be directed.

                                       I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.
             ----------------------------------------

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

     (1)       Registrant's  Annual  Report on Form  10-KSB  for the year  ended
               December 31, 1996;

     (2)       Registrant's  Quarterly  Reports on Form 10-QSB for the quarterly
               periods ended March 31, 1997 and June 30, 1997;

     (3)       Current  Report on Form 8-K  reporting  events of  September  12,
               1997;

     (4)       The description of the common stock contained in the Registrant's
               Registration  Statement  on Form 8-A (No.  0-25114) as filed with
               the Commission on November 13, 1994.

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

Item 4.      Description of Securities.
             --------------------------

         Not Applicable.

Item 5.      Interests of Named Experts and Counsel.
             ---------------------------------------

         None.

Item 6.      Indemnification of Directors and Officers.
             ------------------------------------------

         Section 145 of the Delaware  General  Corporation Law and Article Ninth
of the Registrant's  Certificate of Incorporation,  under certain  circumstances
provide  for  the  indemnification  of  the  Registrant's  officers,  directors,
employees  and  agents  against   liabilities  which  they  may  incur  in  such
capacities.  A summarization of the circumstances in which such indemnifications

                                      II-1
provided  for is  contained  herein,  but that  description  is qualified in its
entirety  by  reference  to Article  Ninth of the  Registrant's  Certificate  of
Incorporation and the relevant Section of the Delaware General Corporation Law.

         In general, the statute provides that any director,  officer,  employee
or  agent  of a  corporation  may be  indemnified  against  expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement,  actually and
reasonably   incurred  in  a   proceeding   (including   any  civil,   criminal,
administrative or investigative  proceeding) to which the individual was a party
by reason of such  status.  Such  indemnity  may be provided if the  indemnified
person's  actions  resulting in the  liabilities:  (i) were taken in good faith;
(ii) were reasonably believed to have been in or not opposed to the Registrant's
best interest; and (iii) with respect to any criminal action, such person had no
reasonable  cause to believe  the actions  were  unlawful.  Unless  ordered by a
court,  indemnification  generally may be awarded only after a determination  of
independent  members  of the  Board of  Directors  or a  committee  thereof,  by
independent  legal counsel or by vote of the  stockholders  that the  applicable
standard of conduct was met by the individual to be indemnified.

         The statutory provisions further provide that to the extent a director,
officer,  employee or agent is wholly  successful  on the merits or otherwise in
defense of any  proceeding  to which he was a party,  he is  entitled to receive
indemnification  against  expenses,  including  attorneys'  fees,  actually  and
reasonably incurred in connection with the proceeding.

         Indemnification  in connection  with a proceeding by or in the right of
the Corporation in which the director,  officer, employee or agent is successful
is permitted only with respect to expenses,  including  attorneys' fees actually
and reasonably  incurred in connection  with the defense.  In such actions,  the
person to be indemnified  must have acted in good faith, in a manner believed to
have been in the  Corporation's  best  interest and must not have been  adjudged
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that, despite the adjudication of liability, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expense which the Court of Chancery or such other court shall
deem  proper.  Indemnification  is otherwise  prohibited  in  connection  with a
proceeding  brought on behalf of the  Registrant in which a director is adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.

         Delaware law  authorizes  the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding  in advance of a final  disposition  of the matter.  Such advances of
expenses  are  permitted  if the person  furnishes  to the  Registrant a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Corporation.

         The statutory section cited above further specifies that any provisions
for  indemnification  of or advances for expenses  does not exclude other rights
under the Registrant's Certificate of Incorporation,  Bylaws, resolutions of its

                                      II-2
stockholders or disinterested  directors,  or otherwise.  These  indemnification
provisions  continue  for a person  who has  ceased to be a  director,  officer,
employee  or agent of the  corporation  and inure to the  benefit  of the heirs,
executors and administrators of such persons.

         The  statutory  provision  cited  above  also  grants  the power to the
Registrant  to  purchase  and  maintain  insurance  policies  which  protect any
director,  officer,  employee or agent against any liability asserted against or
incurred  by him in such  capacity  arising  out of his  status  as  such.  Such
policies may provide for  indemnification  whether or not the corporation  would
otherwise  have  the  power  to  provide  for  it.  No such  policies  providing
protection  against  liabilities  imposed  under the  securities  laws have been
obtained by the Registrant.

         Article VIII of the  Registrant's  Bylaws  provides that the Registrant
shall  indemnify its  directors,  officers,  employees and agents to the fullest
extent  permitted  by the Delaware  General  Corporation  Law. In addition,  the
Registrant has entered into agreements with its directors  indemnifying  them to
the fullest extent permitted by the Delaware General Corporation Law.

Item 7.      Exemption from Registration Claimed.
             ------------------------------------

         Not Applicable.

Item 8.      Exhibits.
             ---------

         The  following is a complete  list of exhibits  filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

4.1      Certificate  of   Incorporation   for   California  Pro  Sports,   Inc.
         (INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE COMPANY'S REGISTRATION
         STATEMENT  ON FORM SB-2,  REGISTRATION  NO.  33-85108 AS FILED WITH THE
         SECURITIES AND EXCHANGE COMMISSION "SEC" ON OCTOBER 13, 1994.)

5.1      Opinion of Counsel and Consent of  Friedlob Sanderson Raskin Paulson  &
         Tourtillott, LLC

24.1     Power of Attorney - Included on Signature Page

23.1     Consent of Friedlob Sanderson Raskin Paulson & Tourtillott, LLC  -  See
         Exhibit 5.1.

23.2     Consent of Gelfond Hochstadt Pangburn & Co.

                                      II-3
Item 9.      Undertakings.
             -------------

         The undersigned Registrant hereby undertakes:

         (a) (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
additional or changed material information on the plan of distribution.

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

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

         (b) Not applicable.

         (c) Not Applicable.

         (d) Not Applicable.

         (e) Not Applicable.

         (f) Not Applicable.

                                      II-4
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Greer, State of South Carolina, on October 22, 1997.

                                            CALIFORNIA PRO SPORTS, INC.

                                            By /s/ Barry S. Hollander
                                               ----------------------------
                                               Barry S. Hollander, Chief
                                               Financial Officer

         KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned  officers and/or
directors  of  California  Pro  Sports,  Inc.,  by  virtue  of their  signatures
appearing  below,  hereby  constitute  and  appoint  Henry  Fong  and  Barry  S.
Hollander,  each with full power of substitution,  as attorneys-in-fact in their
names,  places and steads to execute any and all amendments to this Registration
Statement on Form S-8 in the capacities set forth opposite their names below and
hereby ratify all that said attorneys-in-fact may do by virtue thereof.

          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.

     Signatures                        Title                         Date
     ----------                        -----                         ----

/s/ Henry Fong          Director and Chief Executive Officer    October 22, 1997
----------------------
Henry Fong

/s/ Barry S. Hollander         Chief Financial Officer          October 22, 1997
----------------------
Barry S. Hollander

/s/ Brian C. Simpson                  Director                  October 22, 1997
----------------------
Brian C. Simpson

/s/ Hung-Chang Yang                   Director                  October 22, 1997
----------------------
Hung-Chang Yang

                                      II-5